exv10w1






Exhibit 10.1




AMENDMENT

to

CHANGE IN CONTROL SEVERANCE AGREEMENT




     THIS AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Amendment”) is dated as
of October 20, 2010, to become effective November 15, 2010, by and between QLogic Corporation, a
Delaware corporation (the “Company”), and Simon Biddiscombe (the “Executive”).



     WHEREAS, the Executive and the Company are parties to that certain Change in Control Severance
Agreement, dated as of December 19, 2008 (the “Agreement”); and



     WHEREAS, the Executive and the Company desire to amend the Agreement as provided herein.



     NOW, THEREFORE, the parties agree as follows:



     1. Section 3.3(a) of the Agreement is hereby amended and restated to read in its entirety as
follows:




“The Company will pay to the Executive an amount equal to two (2) times the sum of (i)
the Executive’s Base Salary, and (ii) the Executive’s Annual Bonus. For purposes of
this Section 3.3(a), the Executive’s “Base Salary” shall be deemed to be the
Executive’s highest annualized rate of Base Salary in effect at any time after the
commencement of the Protected Period and on or before the Executive’s Severance Date,
and the Executive’s “Annual Bonus” shall be the greater of (x) the Executive’s
maximum Annual Bonus opportunity for the fiscal year in which the Executive’s
Severance Date occurs, and (y) the highest aggregate bonus(es) paid by the Company to
the Executive for any one of the three (3) full fiscal years of the Company
immediately preceding the Executive’s Severance Date. Notwithstanding the foregoing
provisions, if the Executive would be entitled to a greater cash severance payment in
the circumstances under the terms of any employment agreement then in effect than the
amount determined under the first sentence of this Section 3.3(a), the Executive shall
be entitled to such greater cash severance payment only and no additional payment
shall be made under this Section 3.3(a).”



     2. Exhibit B of the Agreement is hereby amended and restated to read in its entirety as
follows:



“EXHIBIT B




SECTION 280G PROVISIONS




	1.1	 	Limitation on Payments. If upon or following a Change of Control the tax imposed by
Section 4999 of the Code, or any similar or successor tax, (the “Excise Tax”) would




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	 	 	apply absent this Section 1.1, because of the Change of Control, to any payments, benefits
and/or amounts received by Executive as severance benefits or otherwise, including, without
limitation, any amounts received or deemed received, within the meaning of any provision of
the Code, by Executive as a result of (and not by way of limitation) any automatic vesting,
lapse of restrictions and/or accelerated target or performance achievement provisions, or
otherwise, applicable to outstanding grants or awards to Executive under any of the
Company’s equity incentive plans or agreements (collectively, the “Total Payments”),
then Executive’s benefits under this Agreement shall be either (a) delivered in full, or (b)
delivered as to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in the receipt
by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that
all or some portion of such benefits may be taxable under Section 4999 of the Code. The
Company shall reduce or eliminate the Total Payments by first reducing or eliminating any
cash severance benefits, then by reducing or eliminating any accelerated vesting of stock
options, then by reducing or eliminating any accelerated vesting of other equity-based
awards, then by reducing or eliminating any other remaining Total Payments.
	 
	1.2	 	Determination. Any determination required under this section shall be made in
writing by PwC (or another national public accounting firm mutually acceptable to the parties)
(the “Accountants”), whose determination shall be conclusive and binding upon the
Executive and the Company for all purposes. For purposes of making the calculations required
by this section, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Executive shall
furnish to the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this section. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations contemplated by this
section.”





     3. Except as expressly modified herein, the Agreement shall remain in full force and effect in
accordance with its original terms.



     4. Capitalized terms that are not defined herein shall have the meanings ascribed to them in
the Agreement.



     5. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
on the day and year first above written.



	 	 	 	 	 
	 	QLOGIC CORPORATION.

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

 	 
	 	/s/ Simon Biddiscombe
 	 
	 	Simon Biddiscombe 	 




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