exv10w2






Exhibit 10.2




EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 20th
day of October 2010, to become effective November 15, 2010 (the “Effective Date”), by and
between QLogic Corporation, a Delaware corporation (the “Company”), and H.K. Desai (the
“Executive”).




RECITALS




          THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and
intentions:




     A. The Company desires to employ the Executive, and the Executive desires to accept such
employment, on the terms and conditions set forth in this Agreement.



     B. This Agreement shall be effective immediately and shall govern the employment relationship
between the Executive and the Company from and after the Effective Date, and, as of the Effective
Date, supersedes and negates all previous agreements and understandings with respect to such
relationship (provided, however, that this Agreement does not supersede and negate any of (i) the
Change in Control Severance Agreement by and between the Company and the Executive dated December
19, 2008 (the “Change in Control Agreement”), (ii) the Employee Invention and
Non-Disclosure Agreement by and between the Company and the Executive dated August 4, 1995 (the
“Confidentiality Agreement”) (iii) the Indemnification Agreement by and between the Company
and the Executive dated April 7, 2006 (the “Indemnification Agreement”) and (iv) the
Executive’s rights under the Company’s equity awards programs or any agreements entered into in
connection with such equity awards programs (the “Equity Awards”)).



     C. The Company and the Executive have, concurrent with the execution of this Agreement,
entered into an agreement that amends the Change in Control Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual
covenants and promises contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties agree as follows:




	1.	 	Retention and Duties.






	 	1.1	 	Retention. The Company does hereby hire, engage and employ the
Executive for the Period of Employment (as such term is defined in Section 2) on the
terms and conditions expressly set forth in this Agreement. The Executive does hereby
accept and agree to such hiring, engagement and employment, on the terms and conditions
expressly set forth in this Agreement. Concurrent with his employment under this
Agreement, the Executive does hereby relinquish his position as Chief Executive Officer
and President of the Company.




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	 	1.2	 	Duties. During the Period of Employment, the Executive shall serve the
Company as its Executive Chairman and shall have the powers, authorities, duties and
obligations of management commensurate with such position as the Company’s Board of
Directors (the “Board”) may assign from time to time, subject to the directives
of the Board and the corporate policies of the Company as they are in effect from time
to time throughout the Period of Employment (including, without limitation, the
Company’s business conduct and ethics policies, as they may change from time to time).
It is anticipated that such duties and obligations shall be determined in cooperation
with the Company’s Chief Executive Officer and that such duties and obligation shall
include, but not be limited to, continuing and expanding relationships with strategic
customers, developing technology and product roadmaps and product execution priorities
and developing strategy relating to merger and acquisition activities. The
compensation provided in this Agreement shall compensate the Executive during the
Period of Employment for his services as a member of the Board, and the Executive shall
not receive any additional compensation for such Board service (including under the
Company’s compensation program for its non-employee Directors). During the Period of
Employment, the Executive shall report solely to the Board.
	 
	 	1.3	 	No Other Employment; Minimum Time Commitment. During the Period of
Employment, the Executive shall (i) devote substantially all of the Executive’s
business time, energy and skill to the performance of the Executive’s duties for the
Company, (ii) perform such duties in a faithful, effective and efficient manner to the
best of his abilities, and (iii) hold no other employment. The Executive’s service on
the boards of directors (or similar body) of other business entities is subject to the
approval of the Board, which shall not be unreasonably withheld. Executive and the
Company agree that Executive may regularly (in addition to his service on the
Company’s Board) serve on up to three (3) boards at any one time, which shall not
include more than two (2) public companies, provided, however, that the Company
shall have the right to require the Executive to resign from any board or similar body
(including, without limitation, any association, corporate, civic or charitable board
or similar body) which he may then serve if the Board reasonably determines that the
Executive’s service on such board or body interferes with the effective discharge of
the Executive’s duties and responsibilities to the Company or that any business related
to such service is then in competition with any business of the Company or any of its
Subsidiaries (as such term is defined in Section 5.5), successors or assigns.
	 
	 	1.4	 	No Breach of Contract. The Executive hereby represents to the Company
and agrees that: (i) the execution and delivery of this Agreement by the Executive and
the Company and the performance by the Executive of the Executive’s duties hereunder do
not and shall not constitute a breach of, conflict with, or otherwise contravene or
cause a default under, the terms of any other agreement or policy to which the
Executive is a party or otherwise bound or any judgment, order or decree to which the
Executive is subject; (ii) the Executive will not enter into any new agreement that
would or reasonably could contravene or cause a default by




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	 	 	 	the Executive under this Agreement; and (iii) the Executive understands the Company
will rely upon the accuracy and truth of the representations and warranties of the
Executive set forth herein and the Executive consents to such reliance.
	 
	 	1.5	 	Location. The Executive’s principal place of employment shall be the
Company’s principal executive office as it may be located from time to time. The
Executive agrees that he will maintain a regular schedule at that office when not
traveling as part of his employment. The Executive acknowledges that he will be
required to travel on a regular basis in the course of performing his duties for the
Company.






	2.	 	Period of Employment. The “Period of Employment” shall be a period of three (3)
years commencing on the Effective Date and ending at the close of business on the third
anniversary of the Effective Date (the “Termination Date”). Notwithstanding the foregoing,
the Period of Employment is subject to earlier termination as provided below in this
Agreement.






	3.	 	Compensation.






	 	3.1	 	Base Salary. During the Period of Employment, the Company shall pay
the Executive a base salary (the “Base Salary”), which shall be paid in
accordance with the Company’s regular payroll practices in effect from time to time but
not less frequently than in monthly installments. The Executive’s Base Salary shall be
at an annualized rate of Five Hundred and Thirty Thousand Dollars ($530,000.00). The
Compensation committee of the Board (the “Committee”) will review Executive’s Base
Salary at least annually and may increase the Executive’s Base Salary from the rate
then in effect based on such review.






	 	3.2	 	Incentive Bonus. During the Period of Employment, the Executive shall
be eligible to receive an annual incentive bonus (“Incentive Bonus”). The Executive’s
target Incentive Bonus amount for each fiscal year during the period of Employment
shall be one-hundred percent (100%) of Executive’s annual rate of Base Salary.
Executive’s Incentive Bonus, if any, for any fiscal year shall be in an amount to be
determined by the Committee in its sole discretion, based on any performance objectives
established by the Committee for the particular fiscal year covered by the bonus. In
each case, payment of Executive’s Incentive Bonus is contingent on Executive’s
continued employment with Company through the last day of the fiscal year covered by
the bonus and shall be paid not later than two and one-half months after the end of
such period.






	 	3.2	 	Equity Compensation. During the Period of Employment, the Executive
shall be entitled to annual equity awards consistent with the Company’s and the
Compensation Committee’s policies on annual equity awards for executive officers. The
Compensation Committee has determined that an appropriate guideline for the Executive
Chairman role is 75% of the regular annual equity




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	 	 	 	award for the Chief Executive Officer, however such guideline shall exclude any
equity grants to the CEO other than the regular annual award.






	4.	 	Benefits.






	 	4.1	 	Retirement, Welfare and Fringe Benefits. During the Period of
Employment, the Executive shall be entitled to participate in all employee pension and
welfare benefit plans and programs, and fringe benefit plans and programs, made
available by the Company to the Company’s executive level employees generally, in
accordance with the eligibility and participation provisions of such plans and as such
plans or programs may be in effect from time to time.
	 
	 	4.2	 	Reimbursement of Business Expenses. The Executive is authorized to
incur reasonable expenses in carrying out the Executive’s duties for the Company under
this Agreement and shall be entitled to reimbursement for all reasonable business
expenses the Executive incurs during the Period of Employment in connection with
carrying out the Executive’s duties for the Company, subject to the Company’s expense
reimbursement policies and any pre-approval policies in effect from time to time. The
Executive agrees to promptly submit and document any reimbursable expenses in
accordance with the Company’s expense reimbursement policies to facilitate the timely
reimbursement of such expenses.
	 
	 	4.3	 	Vacation and Other Leave. During the Period of Employment, the
Executive shall accrue vacation subject to the Company’s vacation policies in effect
from time to time. The Executive shall also be entitled to all other holiday and leave
pay generally available to other executives of the Company.






	5.	 	Termination.






	 	5.1	 	Termination by the Company. The Executive’s employment by the Company,
and the Period of Employment, may be terminated at any time by the Company: (i) with
Cause (as such term is defined in Section 5.5), or (ii) without Cause, or (iii) in the
event of the Executive’s death, or (iv) in the event that the Board determines in good
faith that the Executive has a Disability (as such term is defined in Section 5.5).
	 
	 	5.2	 	Termination by the Executive. The Executive’s employment by the
Company, and the Period of Employment, may be terminated by the Executive with no less
than sixty (60) days advance written notice to the Company (such notice to be delivered
in accordance with Section 17); provided, however, that in the case of a termination
for Good Reason, the Executive may provide immediate written notice of termination once
the applicable cure period (as contemplated by the definition of Good Reason) has
lapsed if the Company has not reasonably cured the circumstances that gave rise to the
basis for the Good Reason termination.
	 
	 	5.3	 	Benefits upon Termination. If the Executive’s employment by the
Company is terminated during the Period of Employment for any reason by the Company or
by the Executive, or upon or following the expiration of the Period of




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Employment (in any case, the date that the Executive’s employment by the Company
terminates is referred to as the “Severance Date”), the Company shall have
no further obligation to make or provide to the Executive, and the Executive shall
have no further right to receive or obtain from the Company, any payments or
benefits except as follows:




(a) The Company shall pay the Executive (or, in the event of his death, the
Executive’s estate) any Accrued Obligations (as such term is defined in Section
5.5);




(b) If, during the Period of Employment, the Executive’s employment with the Company
terminates as a result of an Involuntary Termination (as such term is defined in
Section 5.5), the Executive shall be entitled to the following benefits:




(i) The Company shall pay the Executive (in addition to the Accrued
Obligations), subject to tax withholding and other authorized deductions, an
amount equal to the sum of (A) the greater of (1) his Base Salary for the
Remaining Period (as defined below) or (2) one times his Base Salary at the
annual rate in effect on the Severance Date, and (B) the greater of (1) his
target Incentive Bonus for the Remaining Period (as calculated below) or (2)
one times his annual target Incentive Bonus at the rate in effect on the
Severance Date. Such amount is referred to hereinafter as the
“Severance Benefit.” Subject to Section 22(b), the Company shall
pay the Severance Benefit to the Executive in substantially equal
installments in accordance with the Company’s standard payroll practices
over the greater of the Remaining Period or a period of twelve (12)
consecutive months, with the first installment payable on the first
regularly-scheduled payroll date that occurs in the second month following
the month in which the Executive’s Separation from Service (as such term is
defined in Section 5.5) occurs. (For purposes of clarity, each such
installment shall equal the applicable fraction of the aggregate Severance
Benefit. For example, if such installments were to be made on a monthly
basis over twelve months, each installment would equal one-twelfth
(1/12th) of the Severance Benefit.)




The “Remaining Period” shall mean the period from the Severance Date through
the end of the Period of Employment, determined as if the Executive’s
employment with the Company had not terminated. The target Incentive Bonus
for the Remaining Period is equal to the sum of the following: (1) if the
Severance Date is other than the last day of a fiscal year, the Executive’s
annual target Incentive Bonus at the rate in effect on the Severance Date
multiplied by a fraction, the numerator of which is the total number of days
from the Severance Date through the end of the fiscal year in which the
Severance Date occurs, and the denominator of which is the total number of
days in such fiscal year; (2) 100% of the annual target Incentive Bonus at
the rate in effect on the Severance Date multiplied by the number of full
fiscal years included within the Remaining Period (for



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clarity, a full fiscal year for this purpose does not include any portion of
the partial fiscal years referred to in items (1) and (3) of this
paragraph); and (3) if the Remaining Period ends on a day other than the
last day of a fiscal year, the annual target Incentive Bonus at the rate in
effect on the Severance Date multiplied by a fraction, the numerator of
which is the total number of days from the beginning of such fiscal year
through the end of the Remaining Period and the denominator of which is the
total number of days in such fiscal year.




(ii) The Company will pay or reimburse the Executive for his premiums
charged to continue medical coverage pursuant to the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”), at the same or reasonably
equivalent medical coverage for the Executive (and, if applicable, the
Executive’s eligible dependents) as in effect immediately prior to the
Severance Date, to the extent that the Executive elects such continued
coverage; provided that the Company’s obligation to make any payment or
reimbursement pursuant to this clause (ii) shall, subject to Section 20(b),
commence with continuation coverage for the month following the month in
which the Executive’s Separation from Service occurs and shall cease with
continuation coverage for the twelfth month following the month in which the
Executive’s Separation from Service occurs (or, if earlier, shall cease upon
the first to occur of the Executive’s death, the date the Executive becomes
eligible for coverage under the health plan of a future employer, or the
date the Company ceases to offer group medical coverage to its active
executive employees or the Company is otherwise under no obligation to offer
COBRA continuation coverage to the Executive). To the extent the Executive
elects COBRA coverage, he shall notify the Company in writing of such
election prior to such coverage taking effect and complete any other
continuation coverage enrollment procedures the Company may then have in
place.




          (iii) The Company shall promptly pay to the Executive any Incentive
Bonus that would otherwise be paid to the Executive had his employment by
the Company not terminated with respect to any fiscal year (or, if the Board
has determined to pay the Incentive Bonus on a quarterly basis, fiscal
quarter) that ended before the Severance Date, to the extent not theretofore
paid.




          (iv) At the time the Company pays bonuses with respect to the fiscal
year (or, if the Board has determined to pay the Incentive Bonus on a
quarterly basis, fiscal quarter) in which the Severance Date occurs, the
Company shall pay the Executive the Incentive Bonus that would otherwise
have been paid to the Executive had his employment by the Company not
terminated with respect to that fiscal year or quarter, as applicable,
multiplied by a fraction, the numerator of which is the total number of days
in such fiscal year or quarter, as applicable, in which the



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Executive was employed by the Company and the denominator of which is
the total number of days in such fiscal year or quarter, as applicable.




(c) If, during the Period of Employment, the Executive’s employment with the Company
terminates as a result of the Executive’s Disability, the Company shall pay the
Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).




(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive
breaches his obligations under Section 6 of this Agreement at any time, from and
after the date of such breach and not in any way in limitation of any right or
remedy otherwise available to the Company, the Executive will no longer be entitled
to, and the Company will no longer be obligated to pay, any remaining unpaid portion
of the Severance Benefit or any remaining unpaid amount contemplated by Section
5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage
pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the release
contemplated by Section 5.4, in no event shall the Executive be entitled to benefits
pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the
amount of such benefits, if less than $5,000), which amount the parties agree is
good and adequate consideration, in and of itself, for the Executive’s release
contemplated by Section 5.4.




(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the
Executive’s receipt of benefits otherwise due terminated employees under group
insurance coverage consistent with the terms of the applicable Company welfare
benefit plan; (ii) the Executive’s rights under COBRA to continue participation in
medical, dental, hospitalization and life insurance coverage; (iii) the Executive’s
receipt of benefits otherwise due in accordance with the terms of the Company’s
401(k) plan (if any). The effect of any termination of Executive’s employment on
Executive’s rights under any Equity Award shall be determined by the applicable plan
document(s) and/or agreement(s) entered into in connection with any such Equity
Award.




	 	5.4	 	Release; Exclusive Remedy; Leave.






(a) This Section 5.4 shall apply notwithstanding anything else contained in this
Agreement. As a condition precedent to any Company obligation to the Executive
pursuant to Section 5.3(b)(i),(ii) and (iv) or 5.3(c), the Executive shall, upon or
promptly following his last day of employment with the Company (and in all events
within twenty-one (21) days after his last day of employment with the Company),
provide the Company with a valid, executed general release agreement in
substantially the form attached hereto as Exhibit A, and such release
agreement shall have not been revoked by the Executive pursuant to any revocation
rights afforded by applicable law. If such release is not provided within such time
period or is revoked, then the Executive shall forfeit any payments or benefits that
otherwise would have been provided under Sections 5.3(b)(i),(ii) and (iv) and 5.3(c)



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(b) The Executive agrees that the payments and benefits contemplated by Section 5.3
(or, if applicable, the Change in Control Agreement) shall constitute the exclusive
and sole remedy for any termination of his employment and the Executive covenants
not to assert or pursue any other remedies, at law or in equity, with respect to any
termination of employment. The Company and the Executive acknowledge and agree that
there is no duty of the Executive to mitigate damages under this Agreement. All
amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard
to whether the Executive has taken or takes actions to mitigate damages. The
Executive agrees to resign, on the Severance Date, as an officer and director of the
Company and any Subsidiary of the Company, and as a fiduciary of any benefit plan of
the Company or any Subsidiary of the Company, and to promptly execute and provide to
the Company any further documentation, as requested by the Company, to confirm such
resignation.




(c) In the event that the Company provides the Executive notice of termination
without Cause pursuant to Section 5.1 or the Executive provides the Company notice
of termination pursuant to Section 5.2, the Company will have the option to place
the Executive on paid administrative leave during the notice period.




	 	5.5	 	Certain Defined Terms.






(a) As used herein, “Accrued Obligations” means:




(i) any Base Salary that had accrued but had not been paid (including
accrued and unpaid vacation time) on or before the Severance Date; and




(ii) any reimbursement due to the Executive pursuant to Section 4.2 for
expenses reasonably incurred by the Executive on or before the Severance
Date and documented and pre-approved, to the extent applicable, in
accordance with the Company’s expense reimbursement policies in effect at
the applicable time.




(b) As used herein, “Subsidiary” of the Company means any corporation or
other entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.




(c) As used herein, “Cause” shall mean, as reasonably determined by the
Board (excluding the Executive, if he is then a member of the Board) based on the
information then known to it, that one or more of the following has occurred:




(i) the Executive is convicted of, pled guilty or pled nolo contendere to a
felony (under the laws of the United States or any relevant state, or a
similar crime or offense under the applicable laws of any relevant foreign
jurisdiction) (other than traffic related offenses or as a result of
vicarious liability);



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(ii) the Executive has engaged in acts of fraud, material dishonesty or
other acts of willful misconduct in the course of his duties hereunder
including any such acts which were a material contributing factor to a
restatement of the Company’s financial statements;




iii) the Executive has willfully violated the Company’s business ethics
policy or insider trading policy;




(iv) the Executive willfully and repeatedly fails to perform or uphold his
duties under this Agreement and/or willfully fails to comply with reasonable
directives of the Board which are communicated to him in writing;




(v) the Executive has willfully failed to cooperate with any governmental
investigation involving the Company; or




(vi) a breach by the Executive of any other provision of Section 6, or any
material breach by the Executive of any other contract he is a party to with
the Company or any of its Subsidiaries;




provided, however, that (1) no act or omission by the Executive shall be
deemed to be “willful” if the Executive reasonably believed in good faith
that such acts or omissions were in the best interest of the Company and (2)
any alleged breach by the Executive as set forth in subsection (vi) shall
not constitute Cause unless both (x) the Company provides written notice to
Executive of the breach claimed to constitute Cause within sixty (60) days
of the initial existence of such breach (such notice to be delivered in
accordance with Section 17), and (y) Executive fails to remedy such breach
within thirty (30) days of receiving such written notice thereof.




(d) As used herein, “Disability” shall mean a physical or mental impairment
which, as reasonably determined by the Board, renders the Executive unable to
perform the essential functions of his employment with the Company, even with
reasonable accommodation that does not impose an undue hardship on the Company, for
more than 90 days in any 180-day period, unless a longer period is required by
federal or state law, in which case that longer period would apply.




(e) As used herein, “Good Reason” shall mean the occurrence (without the
Executive’s consent) of any one or more of the following conditions:




(i) a material diminution in the Executive’s rate of Base Salary;




(ii) a material diminution in the Executive’s authority, duties, or
responsibilities, including but not limited to a requirement that Executive
report in any manner other than directly to the Company’s Board;




(iii) a material change in the geographic location of the Executive’s
principal office with the Company (for this purpose, in no event shall a



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relocation of such office to a new location that is not more than fifty (50)
miles from the current location of the Company’s executive offices
constitute a “material change”); or




(iv) a material breach by the Company of this Agreement;




provided, however, that any such condition or conditions, as applicable, shall not
constitute Good Reason unless both (x) the Executive provides written notice to the
Company of the condition claimed to constitute Good Reason within sixty (60) days of
the initial existence of such condition(s) (such notice to be delivered in
accordance with Section 17), and (y) the Company fails to remedy such condition(s)
within thirty (30) days of receiving such written notice thereof; and provided,
further, that in all events the termination of the Executive’s employment with the
Company shall not constitute a termination for Good Reason unless such termination
occurs not more than one hundred and twenty (120) days following the initial
existence of the condition claimed to constitute Good Reason.




(f) As used herein, “Involuntary Termination” shall mean (i) a termination
of the Executive’s employment by the Company without Cause (and other than due to
Executive’s death or in connection with a good faith determination by the Board that
the Executive has a Disability), or (ii) a resignation by the Executive for Good
Reason.




(g) As used herein, the term “Person” shall be construed broadly and shall
include, without limitation, an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.




(h) As used herein, a “Separation from Service” occurs when the Executive
dies, retires, or otherwise has a termination of employment with the Company that
constitutes a “separation from service” within the meaning of Treasury Regulation
Section 1.409A-1(h)(1), without regard to the optional alternative definitions
available thereunder.




	 	5.6.	 	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the
terminating party to the other party. This notice of termination must be delivered in
accordance with Section 17 and must indicate the specific provision(s) of this
Agreement relied upon in effecting the termination.






	6.	 	Protective Covenants.






	 	6.1	 	Confidential Information; Inventions.






(a) The Executive shall not disclose or use at any time, either during the Period of
Employment or thereafter, any Confidential Information (as defined below) of which
the Executive is or becomes aware, whether or not such information is



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developed by him, except to the extent that such disclosure or use is directly
related to and required by the Executive’s performance in good faith of duties for
the Company. The Executive will take all appropriate steps to safeguard
Confidential Information in his possession and to protect it against disclosure,
misuse, espionage, loss and theft. The Executive shall deliver to the Company at
the termination of the Period of Employment, or at any time the Company may request,
all memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential Information or
the Work Product (as hereinafter defined) of the business of the Company or any of
its Affiliates which the Executive may then possess or have under his control.
Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and
valid subpoena or other legal process, but shall give the Company the earliest
possible notice thereof, shall, as much in advance of the return date as possible,
make available to the Company and its counsel the documents and other information
sought, and shall assist the Company and such counsel in resisting or otherwise
responding to such process.




(b) As used in this Agreement, the term “Confidential Information” means
information that is not generally known to the public and that is used, developed or
obtained by the Company in connection with its business, including, but not limited
to, information, observations and data obtained by the Executive while employed by
the Company or any predecessors thereof (including those obtained prior to the
Effective Date) concerning (i) the business or affairs of the Company (or such
predecessors), (ii) products or services, (iii) fees, costs and pricing structures,
(iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer
software, including operating systems, applications and program listings, (viii)
flow charts, manuals and documentation, (ix) data bases, (x) accounting and business
methods, (xi) inventions, devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to practice, (xii) customers
and clients and customer or client lists, (xiii) other copyrightable works, (xiv)
all production methods, processes, technology and trade secrets, and (xv) all
similar and related information in whatever form. Confidential Information will not
include any information that has been published (other than a disclosure by the
Executive in breach of this Agreement) in a form generally available to the public
prior to the date the Executive proposes to disclose or use such information.
Confidential Information will not be deemed to have been published merely because
individual portions of the information have been separately published, but only if
all material features comprising such information have been published in
combination.




(c) As used in this Agreement, the term “Work Product” means all inventions,
innovations, improvements, technical information, systems, software developments,
methods, designs, analyses, drawings, reports, service marks, trademarks, trade
names, logos and all similar or related information (whether patentable or
unpatentable, copyrightable, registerable as a trademark, reduced to writing, or
otherwise) which relates to the Company’s or any of its Affiliates’ actual or
anticipated business, research and development or existing or future



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products or services and which are conceived, developed or made by the Executive
(whether or not during usual business hours, whether or not by the use of the
facilities of the Company or any of its Affiliates, and whether or not alone or in
conjunction with any other person) while employed by the Company (including those
conceived, developed or made prior to the Effective Date) together with all patent
applications, letters patent, trademark, trade name and service mark applications or
registrations, copyrights and reissues thereof that may be granted for or upon any
of the foregoing. All Work Product that the Executive may have discovered, invented
or originated during his employment by the Company or any of its Affiliates prior to
the Effective Date, that he may discover, invent or originate during the Period of
Employment or at any time in the period of twelve (12) months after the Severance
Date, shall be the exclusive property of the Company and its Affiliates, as
applicable, and Executive hereby assigns all of Executive’s right, title and
interest in and to such Work Product to the Company or its applicable Affiliate,
including all intellectual property rights therein. Executive shall promptly
disclose all Work Product to the Company, shall execute at the request of the
Company any assignments or other documents the Company may deem necessary to protect
or perfect its (or any of its Affiliates’, as applicable) rights therein, and shall
assist the Company, at the Company’s expense, in obtaining, defending and enforcing
the Company’s (or any of its Affiliates’, as applicable) rights therein. The
Executive hereby appoints the Company as his attorney-in-fact to execute on his
behalf any assignments or other documents deemed necessary by the Company to protect
or perfect the Company, the Company’s (and any of its Affiliates’, as applicable)
rights to any Work Product.




	 	6.2	 	Non-Solicitation of Employees and Consultants. During the Period of
Employment and for a period which is the greater of (a) the Remaining Period or (b)
eighteen (18) months after the Severance Date, the Executive will not directly or
indirectly through any other Person induce or attempt to induce any employee or
independent contractor of the Company or any Affiliate of the Company to leave the
employ or service, as applicable, of the Company or such Affiliate, or in any way
interfere with the relationship between the Company or any such Affiliate, on the one
hand, and any employee or independent contractor thereof, on the other hand.
	 
	 	6.3	 	Cooperation. Following the Executive’s last day of employment by the
Company, the Executive shall reasonably cooperate with the Company and its Affiliates
in connection with: (a) any internal or governmental investigation or administrative,
regulatory, arbitral or judicial proceeding involving the Company and any Affiliates
with respect to matters relating to the Executive’s employment with or service as a
member of the Board or the board of directors of any Affiliate (collectively,
“Litigation”); or (b) any audit of the financial statements of the Company or
any Affiliate with respect to the period of time when the Executive was employed by the
Company or any Affiliate (“Audit”). The Executive acknowledges that such
cooperation may include, but shall not be limited to, the Executive making himself
available to the Company or any Affiliate (or their




12









 






	 	 	 	respective attorneys or auditors) upon reasonable notice for: (i) interviews,
factual investigations, and providing declarations or affidavits that provide
truthful information in connection with any Litigation or Audit; (ii) appearing at
the request of the Company or any Affiliate to give testimony without requiring
service of a subpoena or other legal process; (iii) providing information and legal
representations to the auditors of the Company or any Affiliate, in a form and
within a time frame requested by the Board, with respect to the Company’s or any
Affiliate’s opening balance sheet valuation of intangibles and financial statements
for the period in which the Executive was employed by the Company or any Affiliate;
and (iv) turning over to the Company or any Affiliate any documents relevant to any
Litigation or Audit that are or may come into the Executive’s possession. The
Company shall reimburse the Executive for reasonable travel expenses incurred in
connection with providing the services under this Section 6.3, including lodging and
meals, upon the Executive’s submission of receipts. Executive will make himself
available free of charge for up to twenty (20) days per calendar year for the
provision of services under this Section 6.3. Thereafter, the Company shall
compensate Executive at the rate of $1,500.00 per day for such services,
provided, however, that the Company shall not owe Executive any daily fee
for any day on which Executive provides testimony before any court, arbitrator, or
other tribunal. If, due to an actual or potential conflict of interest, it is
necessary for the Executive to retain separate counsel in connection with providing
the services under this Section 6.3, and such counsel is not otherwise supplied by
and at the expense of the Company (pursuant to indemnification rights of the
Executive or otherwise), the Company shall further reimburse the Executive for the
reasonable fees and expenses of such separate counsel.
	 
	 	6.4	 	Understanding of Covenants. The Executive acknowledges that, in the
course of his employment with the Company and/or its Affiliates and their predecessors,
he has become familiar, or will become familiar, with the Company’s and its Affiliates’
and their predecessors’ trade secrets and with other confidential and proprietary
information concerning the Company, its Affiliates and their respective predecessors
and that his services have been and will be of special, unique and extraordinary value
to the Company and its Affiliates. The Executive agrees that the foregoing covenants
set forth in this Section 6 (together, the “Restrictive Covenants”) are
reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and
other confidential and proprietary information, good will, stable workforce, and
customer relations.
	 
	 	 	 	Without limiting the generality of the Executive’s agreement in the preceding
paragraph, the Executive (i) represents that he is familiar with and has carefully
considered the Restrictive Covenants, (ii) represents that he is fully aware of his
obligations hereunder, (iii) agrees to the reasonableness of the length of time,
scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv)
agrees that the Company and its Affiliates currently conducts business throughout
the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in
effect for the applicable periods set forth above in this Section 6 regardless of
whether the Executive is then entitled to receive severance pay or benefits from




13









 






	 	 	 	the Company. The Executive understands that the Restrictive Covenants may limit his
ability to earn a livelihood in a business similar to the business of the Company
and any of its Affiliates, but he nevertheless believes that he has received and
will receive sufficient consideration and other benefits as an employee of the
Company and as otherwise provided hereunder or as described in the recitals hereto
to clearly justify such restrictions which, in any event (given his education,
skills and ability), the Executive does not believe would prevent him from otherwise
earning a living. The Executive agrees that the Restrictive Covenants do not confer
a benefit upon the Company disproportionate to the detriment of the Executive.
	 
	 	6.5	 	Enforcement. The Executive agrees that the Executive’s services are
unique and that he has access to Confidential Information and Work Product.
Accordingly, without limiting the generality of Section 17, the Executive agrees that a
breach by the Executive of any of the covenants in this Section 6 would cause immediate
and irreparable harm to the Company that would be difficult or impossible to measure,
and that damages to the Company for any such injury would therefore be an inadequate
remedy for any such breach. Therefore, the Executive agrees that in the event of any
breach or threatened breach of any provision of this Section 6, the Company shall be
entitled, in addition to and without limitation upon all other remedies the Company may
have under this Agreement, at law or otherwise, to obtain specific performance,
injunctive relief and/or other appropriate relief (without posting any bond or deposit)
in order to enforce or prevent any violations of the provisions of this Section 6, or
require the Executive to account for and pay over to the Company all compensation,
profits, moneys, accruals, increments or other benefits derived from or received as a
result of any transactions constituting a breach of this Section 6 if and when final
judgment of a court of competent jurisdiction or arbitrator, as applicable, is so
entered against the Executive. The Executive further agrees that the applicable period
of time any Restrictive Covenant is in effect following the Severance Date, as
determined pursuant to the foregoing provisions of this Section 6, such period of time
shall be extended by the same amount of time that Executive is in breach of any
Restrictive Covenant.






	7.	 	Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company
may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.






	8.	 	Successors and Assigns.






(a) This Agreement is personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s legal representatives.



14









 






(b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns. Without limiting the generality of the preceding sentence, the
Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such succession had
taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor or assignee, as applicable, which assumes and agrees to perform
this Agreement by operation of law or otherwise.




	9.	 	Number and Gender; Examples. Where the context requires, the singular shall include
the plural, the plural shall include the singular, and any gender shall include all other
genders. Where specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict in any manner
the construction of the general statement to which it relates.
	 
	10.	 	Section Headings. The section headings of, and titles of paragraphs and
subparagraphs contained in, this Agreement are for the purpose of convenience only, and they
neither form a part of this Agreement nor are they to be used in the construction or
interpretation thereof.






	11.	 	Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the state of California without giving effect to any choice of law or conflicting
provision or rule (whether of the state of California or any other jurisdiction) that would
cause the laws of any jurisdiction other than the state of California to be applied. In
furtherance of the foregoing, the internal law of the state of California will control the
interpretation and construction of this Agreement, even if under such jurisdiction’s choice of
law or conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily apply.






	12.	 	Severability. It is the desire and intent of the parties hereto that the provisions
of this Agreement be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent
jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and
if the rights and obligations of any party under this Agreement will not be materially and
adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction, and to this end the provisions of
this Agreement are declared to be severable; furthermore, in lieu of such invalid or
unenforceable provision there will be added automatically as a part of this Agreement, a
legal, valid and enforceable provision as similar in terms to such invalid or unenforceable
provision as may be possible. Notwithstanding the foregoing, if such provision could be more
narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction,
be so narrowly drawn, without invalidating the remaining




15









 








	 	 	provisions of this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.
	 
	13.	 	Entire Agreement. This Agreement embodies the entire agreement of the parties hereto
respecting the matters within its scope. This Agreement supersedes all prior and
contemporaneous agreements of the parties hereto that directly or indirectly bears upon the
subject matter hereof, other than (i) the Change in Control Agreement, (ii) the
Confidentiality Agreement, (iii) the Indemnification Agreement, and (iv) the Equity Awards.
Any prior negotiations, correspondence, agreements, proposals or understandings relating to
the subject matter hereof shall be deemed to have been merged into this Agreement, and to the
extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or
understandings shall be deemed to be of no force or effect. There are no representations,
warranties, or agreements, whether express or implied, or oral or written, with respect to the
subject matter hereof, except as expressly set forth herein.






	14.	 	Modifications. This Agreement may not be amended, modified or changed (in whole or
in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.






	15.	 	Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.






	16.	 	Arbitration. Except as provided under Sections 6, Executive and the Company agree
that any controversy arising out of or relating to this Agreement, its enforcement or
interpretation, or because of an alleged breach, default, or misrepresentation in connection
with any of its provisions, or any other controversy arising out of the Executive’s
employment, including, but not limited to, any state or federal statutory claims, shall be
submitted to arbitration in Orange County, California, before a sole arbitrator selected from
Judicial Arbitration and Mediation Services, Inc., Orange, California, or its successor
(“JAMS”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall
be selected from the American Arbitration Association, and shall be conducted in accordance
with the provisions of California Code of Civil Procedure §§ 1280 et seq. as the
exclusive forum for the resolution of such dispute; provided, however, that provisional
injunctive relief may, but need not, be sought by either party to this Agreement in a court of
law while arbitration proceedings are pending, and any provisional injunctive relief granted
by such court shall remain effective until the matter is finally determined by the Arbitrator.
Final resolution of any dispute through arbitration may include any remedy or relief which
the Arbitrator deems just and equitable, including any and all remedies provided by applicable
state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a
written decision that sets




16









 











	 	 	forth the essential findings and conclusions upon which the Arbitrator’s award or decision
is based. Any award or relief granted by the Arbitrator hereunder shall be final and
binding on the parties hereto and may be enforced by any court of competent jurisdiction.
The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by
jury in any action, proceeding or counterclaim brought by either of the parties hereto
against the other in connection with any matter whatsoever arising out of or in any way
connected with this Agreement or the Executive’s employment. The parties agree hereto that
the Company shall be responsible for payment of the forum costs of any arbitration
hereunder, including the Arbitrator’s fee. The Executive and the Company further agree that
in any proceeding to enforce the terms of this Agreement, the prevailing party shall be
entitled to its or his reasonable attorneys’ fees and costs (other than forum costs
associated with the arbitration) incurred by it or him in connection with resolution of the
dispute in addition to any other relief granted. Notwithstanding this provision, the
parties hereto may mutually agree to mediate any dispute prior to or following submission to
arbitration.
	 
	17.	 	Remedies. Each of the parties to this Agreement and any such person or entity
granted rights hereunder whether or not such person or entity is a signatory hereto shall be
entitled to enforce its rights under this Agreement specifically to recover damages and costs
for any breach of any provision of this Agreement and to exercise all other rights existing in
its favor. The parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that each party may in its sole
discretion apply to any court of law or equity of competent jurisdiction for specific
performance, injunctive relief and/or other appropriate equitable relief (without posting any
bond or deposit) in order to enforce or prevent any violations of the provisions of this
Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and
other expenses pertaining to any such legal proceeding and enforcement regardless of whether
an award or finding or any judgment or verdict thereon is entered against either party.






	18.	 	Notices. Any notice provided for in this Agreement must be in writing and must be
either personally delivered, transmitted via telecopier, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier service (charges
prepaid) to the recipient at the address below indicated or at such other address or to the
attention of such other person as the recipient party has specified by prior written notice to
the sending party. Notices will be deemed to have been given hereunder and received when
delivered personally, when received if transmitted via telecopier, five days after deposit in
the U.S. mail and one day after deposit with a reputable overnight courier service.





if to the Company:


QLogic Corporation

26650 Aliso Viejo Parkway

Aliso Viejo, California 92656

Attn: Chief Legal Officer




17









 






	 	 	 	if to the Executive, to the address most recently on file in the payroll records of
the Company.






	19.	 	Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.






	20.	 	Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding
contract and acknowledges and agrees that they have had the opportunity to consult with legal
counsel of their choice. Each party has cooperated in the drafting, negotiation and
preparation of this Agreement. Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party being the drafter
of such language. The Executive agrees and acknowledges that he has read and understands this
Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so.






	21.	 	Section 409A.






(a) It is intended that any amounts payable under this Agreement shall either be exempt from
or comply with Section 409A of the Code (including the Treasury regulations and other
published guidance relating thereto) (“Code Section 409A”) so as not to subject the
Executive to payment of any additional tax, penalty or interest imposed under Code Section
409A. The provisions of this Agreement shall be construed and interpreted to avoid the
imputation of any such additional tax, penalty or interest under Code Section 409A yet
preserve (to the nearest extent reasonably possible) the intended benefit payable to the
Executive.




(b) If the Executive is a “specified employee” within the meaning of Treasury Regulation
Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive
shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the
earlier of (i) the date which is six (6) months after his or her Separation from Service for
any reason other than death, or (ii) the date of the Executive’s death. The provisions of
this Section 20(b) shall only apply if, and to the extent, required to avoid the imputation
of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise
payable to the Executive upon or in the six (6) month period following the Executive’s
Separation from Service that are not so paid by reason of this Section 20(b) shall be paid
(without interest) as soon as practicable (and in all events within thirty (30) days) after
the date that is six (6) months after the Executive’s Separation from Service (or, if
earlier, as soon as practicable, and in all events within thirty (30) days, after the date
of the Executive’s death).



18









 






(c) To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements
pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the
Executive pursuant to any such provision shall be paid to the Executive on or before the
last day of the Executive’s taxable year following the taxable year in which the related
expense was incurred. The benefits and reimbursements pursuant to such provisions are not
subject to liquidation or exchange for another benefit and the amount of such benefits and
reimbursements that the Executive receives in one taxable year shall not affect the amount
of such benefits or reimbursements that the Executive receives in any other taxable year.



[The remainder of this page has intentionally been left blank.]






19









 








     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the
Effective Date.



	 	 	 	 	 
	 	“COMPANY”



QLogic Corporation,

a Delaware corporation

 	 
	 	By:  	/s/ Michael L. Hawkins
 	 
	 	 	Michael L. Hawkins, 	 
	 	 	Vice President and General Counsel 	 
	 
	 	“EXECUTIVE”

 	 
	 	/s/ H.K. Desai
 	 
	 	H.K. Desai 	 




20









 





EXHIBIT A




GENERAL RELEASE AGREEMENT



          1. Release. H.K. Desai (“Executive”), on his own behalf and on behalf of his
descendants, dependents, heirs, executors, administrators, assigns and successors, and each of
them, hereby acknowledges full and complete satisfaction of and releases and discharges and
covenants not to sue QLogic Corporation (the “Company”), its divisions, subsidiaries,
parents, or affiliated corporations, past and present, and each of them, as well as its and their
assignees, successors, directors, officers, shareholders, partners, representatives, attorneys,
agents or employees, past or present, or any of them (individually and collectively,
“Releasees”), from and with respect to any and all claims, agreements, obligations, demands
and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way
connected with Executive’s employment or any other relationship with or interest in the Company or
the termination thereof, including without limiting the generality of the foregoing, any claim for
severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend
equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other
fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of
action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the
part of Releasees committed or omitted prior to the date of this Agreement, including, without
limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the California Fair Employment and Housing Act, or the
California Family Rights Act, or any other federal, state or local law, regulation or ordinance
(collectively, the “Claims”); provided, however, that the foregoing release does not apply
to any obligation of the Company to Executive pursuant to Section 5.3 of the Employment Agreement
dated as of November 15, 2010 by and between the Company and Executive (the “Employment
Agreement”), (ii) Executive’s right to receive benefits otherwise due terminated employees under
group insurance coverage consistent with the terms of the applicable Company welfare benefit plan,
(iii) Executive’s rights under COBRA to continue participation in medical, dental, hospitalization
and life insurance coverage, (iv) Executive’s right to receive benefits otherwise due in accordance
with the terms of the Company’s 401(k) plan (if any), (v) Executive’s rights under any Equity Award
(as defined in the Employment Agreement) existing at the time of termination, or (vi) Executive’s
right to indemnification under applicable law, the Indemnification Agreement (as defined in the
Employment Agreement), the Company’s Articles of Incorporation, By-Laws, or Board Resolution, or
the Company’s directors’ and officers’ insurance policy or policies. In addition, this release
does not cover any Claim that cannot be so released as a matter of applicable law. Executive
acknowledges and agrees that he has received any and all leave and other benefits that he has been
and is entitled to pursuant to the Family and Medical Leave Act of 1993.




          2. Acknowledgement of Payment of Wages. Executive acknowledges that he has received
all amounts owed for his regular and usual salary (including, but not limited to, any bonus or
other wages), and usual benefits through the date of this Agreement.




          3. Waiver of Civil Code Section 1542. This Agreement is intended to be effective as a
general release of and bar to each and every Claim hereinabove specified. Accordingly, Executive
hereby expressly waives any rights and benefits conferred by Section






 









 







1542 of the California Civil Code as to the Claims. Section 1542 of the California Civil Code
provides:





“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.”


Executive acknowledges that he later may discover claims, demands, causes of action or facts in
addition to or different from those which Executive now knows or believes to exist with respect to
the subject matter of this Agreement and which, if known or suspected at the time of executing this
Agreement, may have materially affected its terms. Nevertheless, Executive hereby waives, as to
the Claims, any claims, demands, and causes of action that might arise as a result of such
different or additional claims, demands, causes of action or facts.




          4. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into
this Agreement, he is waiving any and all rights or claims that he may have arising under the Age
Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or
before the date of execution of this Agreement. Executive further expressly acknowledges and
agrees that:




          (a) In return for this Agreement, he will receive consideration beyond that which he was
already entitled to receive before entering into this Agreement;




          (b) He is hereby advised in writing by this Agreement to consult with an attorney before
signing this Agreement;




          (c) He was given a copy of this Agreement on [____________] and informed that he had
twenty-one (21) days within which to consider the Agreement and that if he wished to executive this
Agreement prior to expiration of such 21-day period, he should execute the Acknowledgement and
Waiver attached hereto as Exhibit A-1;




          (d) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a
determination in good faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs from doing so, unless specifically authorized by federal
law; and




          (e) He was informed that he has seven (7) days following the date of execution of this
Agreement in which to revoke this Agreement, and this Agreement will become null and void if
Executive elects revocation during that time. Any revocation must be in writing and must be
received by the Company during the seven-day revocation period. In the event that Executive
exercises his right of revocation, neither the Company nor Executive will have any obligations
under this Agreement.




          5. No Transferred Claims. Executive represents and warrants to the Company that he
has not heretofore assigned or transferred to any person not a party to this Agreement any released
matter or any part or portion thereof.




Appendix A-2





 









 








          6. Miscellaneous. The following provisions shall apply for purposes of this
Agreement:




          (a) Number and Gender. Where the context requires, the singular shall include the
plural, the plural shall include the singular, and any gender shall include all other genders.




          (b) Section Headings. The section headings of, and titles of paragraphs and
subparagraphs contained in, this Agreement are for the purpose of convenience only, and they
neither form a part of this Agreement nor are they to be used in the construction or interpretation
thereof.




          (c) Governing Law. This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal relations hereby created between
the parties hereto, shall be governed by and construed under, and interpreted and enforced in
accordance with, the laws of the State of California, notwithstanding any California or other
conflict of law provision to the contrary.




          (d) Severability. If any provision of this Agreement or the application thereof is
held invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.




          (e) Modifications. This Agreement may not be amended, modified or changed (in whole
or in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.




          (f) Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have granted such waiver.




          (g) Arbitration. Any controversy arising out of or relating to this Agreement shall
be submitted to arbitration in accordance with the arbitration provisions of the Employment
Agreement.




          (h) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories. Photographic copies of such
signed counterparts may be used in lieu of the originals for any purpose.




[Remainder of page intentionally left blank]




Appendix A-3



 









 





     The undersigned have read and understand the consequences of this Agreement and voluntarily
sign it. The undersigned declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.



     EXECUTED this ________ day of ________ 20___, at ______________________ County, _________.



	 	 	 	 	 
	 	“EXECUTIVE”

 	 
	 	
 	 
	 	H.K. Desai 	 
	 	 	 
	 




     EXECUTED this ________ day of ________ 20___, at ______________________ County, _________.



	 	 	 	 	 
	 	QLOGIC CORPORATION

 	 
	 	By:  	 	 
	 	 	[Name] 	 
	 	 	[Title] 	 



Appendix A-4





 









 





EXHIBIT A-1




ACKNOWLEDGMENT AND WAIVER



     I, H.K. Desai, hereby acknowledge that I was given 21 days to consider the foregoing General
Release Agreement and voluntarily chose to sign the General Release Agreement prior to the
expiration of the 21-day period.



     I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.



     EXECUTED this ___ day of ____________ 20___, at ___________ County, ________.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	H.K. Desai 	 



Appendix A-5