Terms and Conditions of FY2012 Performance Share Award



 Exhibit 10.2 
 QLOGIC CORPORATION 
 2005 PERFORMANCE INCENTIVE PLAN 

TERMS AND CONDITIONS OF FY2012 PERFORMANCE SHARES 
 1. General. 
 Subject to these Terms and Conditions of Performance
Shares (these “Terms”) and the QLogic Corporation 2005 Performance Incentive Plan (the “Plan”), QLogic Corporation (the “Corporation”) has granted to the Grantee (as defined below) a credit of performance shares under
the Plan (the “Performance Share Award” or “Award”) with respect to the number of performance shares provided in the Notice of Grant Agreement (“Grant Notice”) corresponding to that particular Award grant (subject to
adjustment as provided in Section 7.1 of the Plan) (the “Performance Shares”). As used herein, the term “performance shares” means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to
one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and these Terms. The recipient of the Award identified in the Grant Notice is referred
to as the “Grantee.” The effective date of grant of the Award as set forth on the Grants tab on the CEFS website (www.ubs.com/cefs/qlgc) is referred to as the “Award Date.” Capitalized terms are defined in the Plan if not
defined herein. The Award has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Performance Shares shall be used solely as a device for the
determination of the payment to eventually be made to the Participant if such Performance Shares vest pursuant to Section 2. The Performance Shares shall not be treated as property or as a trust fund of any kind. 

The Grant Notice and these Terms are collectively referred to as the “Performance Share Award Agreement” applicable to the
Performance Shares, or this “Performance Share Award Agreement.” 
 2. Vesting. 

Subject to adjustment under Section 7.1 of the Plan and further subject to early termination under Section 6 of these Terms, the
Award shall vest and become non-forfeitable as follows: (i) no portion of the Performance Share Award shall vest until the Compensation Committee of the Board of Directors (“Compensation Committee”) has determined that Grantee’s
Management Objectives for Fiscal Year 2012 (“Grantee’s Management Objectives”) have been achieved during Fiscal Year 2012, (ii) if the Compensation Committee determines that Grantee’s Management Objectives were achieved at
less than the 100% achievement level, the number of Performance Shares shall be reduced to a number of Performance Shares equal to the initial number of Performance Shares under the Award multiplied by the percentage actual achievement level as
determined by the Compensation Committee, (iii) Twenty-Five Percent (25%) of the total number of Performance Shares set forth in the Award (or any reduced number of Performance Shares pursuant to clause (ii) of this Section 2)
shall vest on the later of (x) the first anniversary of the Award Date and (y) the date the Compensation Committee makes the determination set forth in clause (i) of this Section 2 (the “Initial Vesting Date”), and
(iv) after the Initial Vesting Date, the remaining unvested Performance Shares shall vest with respect to twenty-five percent (25%) of the total number of Performance Shares set forth in the Award (or


  
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any reduced number of Performance Shares pursuant to clause (ii) of this Section 2) shall vest on the second, third and fourth anniversaries of the Award Date. Grantee’s Management
Objectives shall be set forth in a separate written document identifying the objectives approved by the Compensation Committee and assigning a weighting to each objective. This separate document is incorporated by reference into these Terms and
becomes an integral part hereof. 
 3. Continuance of Employment/Service Required; No Employment/Service Commitment. 

The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the
applicable installment of the Award and the rights and benefits under this Performance Share Award Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 6 below or under the Plan. 

Nothing contained in this Performance Share Award Agreement or the Plan constitutes a continued employment or service commitment by the
Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the
Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the
Grantee’s other compensation. 
 4. Dividend and Voting Rights. 

The Grantee shall have no rights as a stockholder of the Corporation, no dividend rights and no voting rights with respect to the
Performance Shares and any shares of Common Stock underlying or issuable in respect of such Performance Shares until such shares of Common Stock are actually issued to and held of record by the Grantee. No adjustments will be made for dividends or
other rights of a holder for which the record date is prior to the date of issuance of the stock certificate. 
 5. Crediting of Vested
Performance Share Awards; Tax Withholding. 
 5.1 Crediting of Vested Performance Share Awards.

 On or as soon as administratively practical following each vesting of the applicable portion of the Award pursuant to
Section 2 (and in all events not later than two and one-half months after the vesting date), the Corporation shall deliver to the Grantee a number of shares of Common Stock (either by delivering one or more certificates for such shares or by
entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Performance Shares subject to this Award that vest on the applicable vesting date, unless such Performance Shares terminate prior to
the given vesting date pursuant to Section 6. The Corporation’s obligation to deliver or credit shares of Common Stock with respect to vested Performance Shares is subject to the condition precedent that the Grantee or other person
entitled 

  
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under the Plan to receive any shares with respect to the vested Performance Shares (a) deliver to the Corporation any representations or other documents or assurances required pursuant to
Section 8.1 of the Plan and (b) make arrangements satisfactory to the Corporation to pay or otherwise satisfy the tax withholding requirements with respect to the vested Performance Shares. The Grantee shall have no further rights with
respect to any Performance Shares that are paid or that terminate pursuant to Section 6. 
 The Corporation has established
a web – based system for managing Performance Share Awards. Currently, UBS Financial Services, Inc. manages Performance Share Awards. In the event that the Grantee wishes to sell shares of Common Stock granted pursuant to a vested Performance
Share Award, the Grantee must contact UBS either by logging on to the UBS OneSource website (http://www.ubs.com/onesource/qlgc) or by calling the UBS Call Center at 1-866-756-4421. UBS will request from the Grantee information regarding the Common
Stock to be sold and the order type. 
 5.2 Responsibility for Taxes. The ultimate liability for any and all tax,
social insurance and payroll tax withholding legally payable by an employee under applicable law (including without limitation laws of foreign jurisdictions)(“Tax-Related Items”) is and remains Grantee’s responsibility and liability
and the Corporation (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Award and the subsequent sale of the shares of
Common Stock subject to the Award; and (b) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate Grantee’s liability for Tax-Related Items. 

Upon the granting of Performance Share Awards or the vesting of shares of the Common Stock in respect of Performance Share Awards, the
Corporation (or the Subsidiary last employing the Grantee) shall have the right at its option to (a) require the Grantee to pay or provide for payment in cash of the amount of any taxes that the Corporation or the Subsidiary may be required to
withhold with respect to such payment and/or distribution, or (b) deduct from any amount payable to the Grantee the amount of any taxes which the Corporation or the Subsidiary may be required to withhold with respect to such payment and/or
distribution. In any case where a tax is required to be withheld in connection with Performance Share Awards or the delivery of shares of Common Stock under this Performance Share Award Agreement, the Administrator may, in its sole discretion,
direct the Corporation or the Subsidiary to reduce the number of Performance Share Awards or shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair
market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy such withholding obligation at the minimum applicable withholding rates. Alternatively, or in addition, if permissible under local
law, the Corporation may sell or arrange for the sale of shares of Common Stock that Grantee is due to acquire to meet the minimum withholding obligations for Tax-Related Items. Finally, Grantee shall pay to the Corporation any amount of any
Tax-Related Items that the Corporation may be required to withhold as a result of Grantee’s participation in the Plan or Grantee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. 

  
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 6. Early Termination of Award. 

The Grantee’s Performance Shares shall terminate to the extent such units have not become vested prior to the first date the Grantee
is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Grantee’s employment with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily. If
the Grantee is employed by a Subsidiary and that entity ceases to be a Subsidiary, such event shall be deemed to be a termination of employment of the Grantee for purposes of this Agreement, unless the Grantee otherwise continues to be employed by
the Corporation or another of its Subsidiaries following such event. If any unvested Performance Shares are terminated hereunder, such Performance Shares shall automatically terminate and be cancelled as of the applicable termination date without
payment of any consideration by the Corporation and without any other action by the Grantee, or the Grantee’s beneficiary or personal representative, as the case may be. The Administrator shall be the sole judge of whether the Grantee continues
to render employment or services for purposes of this Performance Share Award Agreement. 
 7. Restrictions on Transfer.

 Neither the Performance Share Award, nor any interest therein or amount or shares payable in respect thereof may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or
(b) transfers by will or the laws of descent and distribution. 
 8. Adjustment. 

Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan, the
Administrator shall make adjustments if appropriate in the number of Performance Shares then outstanding and the number and kind of securities that may be issued in respect of the Performance Share Award. 

9. Data Privacy Consent. 
 Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Grantee’s personal data as described in this document by and among, as applicable,
the Corporation, its Subsidiaries, or affiliates for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan. 
 Grantee further understands that the Corporation, its Subsidiaries or affiliates hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and
telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock held in the Corporation and details of all Awards or other entitlements to shares of Common Stock awarded,
canceled, exercised, vested, unvested or outstanding in Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Grantee understands that Data may be transferred to any third parties assisting in
the implementation, administration and management of the Plan, that these recipients may be located in Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than
Grantee’s country. Grantee authorizes the recipients to 

  
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receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including
any requisite transfer of such Data as may be required to a broker or other third party with whom Grantee may elect to deposit any shares of Common Stock acquired upon vesting of the Award. Grantee understands that Data will be held only as long as
is necessary to implement, administer and manage Grantee’s participation in the Plan. Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting the Corporation’s human resources department. Grantee understands that withdrawal of consent may affect Grantee’s ability to exercise or realize benefits from the Award.

 10. Nature of Grant. 
 In accepting the grant of the Award, Grantee acknowledges that: (i) the Plan is established voluntarily by the Corporation, it is discretionary in nature and it may be modified, suspended or
terminated by the Corporation at any time, as provided in the Plan and these Terms; (ii) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of performance shares, or
benefits in lieu of performance shares even if performance shares have been granted repeatedly in the past; (iii) all decisions with respect to future grants will be at the sole discretion of the Corporation; (iv) Grantee’s
participation in the Plan shall not create a right to further employment and shall not interfere with the ability of the Corporation or its subsidiaries to terminate Grantee’s employment relationship at any time with or without cause;
(v) Grantee’s participation in the Plan is voluntary; (vi) in the event that Grantee is not an employee of the Corporation, the Award grant will not be interpreted to form an employment contract or relationship with the Corporation,
and furthermore, the Award grant will not be interpreted to form an employment contract with the Corporation and any of its Subsidiaries or affiliates; (vii) the future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty; (viii) if Grantee vests in his or her Award and shares of Common Stock are no longer restricted, the value of those shares of Common Stock acquired upon vesting may increase or decrease in value, even below the price
at which such Award was originally granted; and (ix) no claim or entitlement to compensation or damages arises from termination of the Award or diminution in value of the Award or shares of Common Stock acquired pursuant to the Award and
Grantee irrevocably releases the Corporation and its Subsidiaries and affiliates from any such claim that may arise. 
 11. Clawback
Policy. 
 Notwithstanding anything else contained herein or in the Plan to the contrary, this Performance Share
Agreement is subject to the Company’s clawback policy, as well as the “clawback” provisions of applicable law, rules and regulations, as each may be adopted and in effect from time to time (collectively, the “Clawback
Policy”). The provisions of the Clawback Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws. 

  
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 12. Notices. 
 Any notice to be given under the terms of this Performance Share Award Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the
Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice
shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this
Section 12. 
 13. Plan. 
 The Award and all rights of the Grantee under this Performance Share Award Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be
bound by the terms of the Plan and this Performance Share Award Agreement. The Grantee acknowledges having read and understanding the Plan and this Performance Share Award Agreement. Unless otherwise expressly provided in other sections of this
Performance Share Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof. 
 14. Entire Agreement. 
 This Performance Share Award Agreement and
the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Performance Share Award Agreement may be
amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect
the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 
 15. Governing Law. 
 This Performance Share Award Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder. 

  
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 16. Effect of this Agreement. 

Subject to the Corporation’s right to terminate the Award pursuant to Section 7.4 of the Plan, this Performance Share Award
Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation. 
 17.
Limitation on Participant’s Rights.  
 Participation in the Plan confers no rights or
interests other than as herein provided. This Performance Share Award Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any
underlying program, in and of itself, has any assets. The Grantee shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Performance Shares,
and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Performance Shares, as and when payable hereunder. 
 18. Section Headings. 
 The section headings of this Performance
Share Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 
 19.
Construction.  
 It is intended that the terms of the Award will not result in the imposition of any tax
liability pursuant to Section 409A of the Code. The Performance Share Award Agreement shall be construed and interpreted consistent with that intent. 
 20. Acceptance. 
 In accepting the grant of the Award, Grantee
acknowledges receipt of a copy of the Plan, the Grant Notice and these Terms. Grantee has read and understands the terms and provisions thereof, and has accepted the Award subject to all terms and conditions of the Plan, the Grant Notice and these
Terms. Grantee acknowledges that there may be adverse tax consequences upon vesting of the Award or disposition of the shares of Common Stock acquired upon vesting of the Award and that Grantee should consult a tax adviser prior to such exercise or
disposition. 

  
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