exv10w3





Exhibit 10.3

EMULEX CORPORATION

2005 EQUITY INCENTIVE PLAN




AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS




          This Amendment (the “Amendment”) to any and all Restricted Stock Award Agreements (the
“Agreements”) by and between Emulex Corporation, a Delaware corporation (the
“Company”), and the person named below as Grantee, is hereby entered into effective January
16, 2009. All capitalized terms used herein not otherwise defined shall have the same meanings
ascribed to them in the Agreements.




RECITALS




          WHEREAS, Grantee has been granted shares of the Company’s common stock (the “Shares”)
pursuant to the Company’s 2005 Equity Incentive Plan (the “2005 Plan”), subject to the
vesting restrictions set forth in the Agreements;




          WHEREAS, Section 3 of the Agreements provides that if Grantee shall cease Continuous Service
for any reason, the Shares that have not vested as of such time shall be forfeited immediately, and
Section 6 of the Agreements provides that in the event Grantee’s Continuous Service with the
Company is terminated by the Company, no unvested Shares shall become vested after such termination
of Continuous Service.




          WHEREAS, on November 19, 2008, the Board of Directors of the Company (the “Board”)
approved the Change in Control Retention Plan (the “Retention Plan”), effective November
20, 2008, and on January 15, 2009, the Compensation Committee of the Board approved amendments to
certain Key Employee Retention Agreements (“KERAs”), effective January 16, 2009, and
Grantee is either a participant in the Retention Plan or party to a KERA;




          WHEREAS, Section 5(a) of the Retention Plan and Section 5(a) of the KERAs, as amended,
provides that upon a Termination Event during a Change in Control Period (each as defined in the
Retention Plan), the right of a participant to vest in stock awards held as of the termination date
shall be fully accelerated so that all grants of stock awards received the participant shall
thereafter be fully vested and non-forfeitable.




          WHEREAS, pursuant to Section 3.3 of the 2005 Plan, the Administrator has the authority, inter
alia, to amend outstanding awards granted under the 2005 Plan, including for the purpose of
modifying the time or manner of vesting and/or the term of any such award; and




          WHEREAS, pursuant to Section 13 of the Agreement, the parties desire to amend the Agreement so
that Grantee may benefit from the protections afforded in Section 5(a) of the Retention Plan or
Section 5(a) of the KERA, as applicable, in the case that Grantee experiences a Termination Event
during the Change in Control Period.




AGREEMENTS




          NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein,
the parties hereto hereby agree as follows:




 









 









          1. Vesting. Section 3 of each of the Agreements is amended by adding the following
provisions at the end thereof:





Notwithstanding the foregoing, in the event that Grantee’s Continuous Service is
terminated by the Company (or its successor) without Cause (as such term is defined
in the Company’s Change in Control Retention Plan (the “Retention Plan”) or
Grantee’s Key Employee Retention Agreement (“KERA”), as applicable), either (i)
prior to a Change in Control (as defined in the Retention Plan or the KERA, as
applicable), at a time at which the Compensation Committee determines that there is
a reasonable likelihood that the Company will undergo a Change in Control within the
next 12 months, or (ii) within 24 months after a Change in Control, then the
following provisions will apply:




     (A) In the case of clause (i) above, any unvested shares shall not be forfeited
at the time Grantee’s Continuous Service is terminated, but rather, shall be
retained by Grantee and shall remain unvested, with no further vesting, for a period
of up to 12 months after Grantee’s Continuous Service. If a Change in Control
occurs during such 12-month period, the unvested shares immediately shall become
100% vested as provided in Section 5(a) of the Retention Plan or Section 5(a) of the
KERA, as applicable. If no Change in Control occurs during such 12-month period,
then the unvested shares shall be forfeited.




     (B) In the case of clause (ii) above, any unvested shares shall not be
forfeited at the time Grantee’s Continuous Service is terminated, but rather,
immediately shall become 100% vested as provided in Section 5(a) of the Retention
Plan or Section 5(a) of the KERA, as applicable.



          2. No Right to Continued Service. The last sentence of Section 6 of each of the
Agreements is amended in its entirety to read as follows.




          In the event Grantee’s Continuous Service with the Company is terminated by the Company, by
Grantee or as a result of Grantee’s death or disability, no unvested shares of Common Stock shall
become vested after such termination of Continuous Service, except as explicitly provided in
Section 3 hereof.




          3. Ratification and Affirmance. Subject to the foregoing, the parties hereto hereby
ratify and affirm the Agreements in each and every respect.




          IN WITNESS WHEREOF, the Company and Grantee have duly executed this Amendment, to be effective
as of January 16, 2009.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	EMULEX CORPORATION	 	 	 	 
	 
	 

	 	  By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	GRANTEE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







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