exv10w5





EXHIBIT
10.5




APPENDIX




EMULEX CORPORATION

AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT,

RESTRICTED STOCK UNIT AWARD AGREEMENT, AND

NONQUALIFIED STOCK OPTION AGREEMENT

FOR

CHANGE IN CONTROL RETENTION PLAN PARTICIPANTS

OR

EMPLOYEES COVERED BY A KEY EMPLOYEE RETENTION AGREEMENT



This Appendix includes additional and amended terms and conditions that govern the grant of
restricted stock awards, restricted stock units, and nonqualified stock options to Grantee/Optionee
under the Emulex Corporation Amended and Restated 2005 Equity Incentive Plan (the “Plan”) because
Grantee/Optionee either is a designated participant in the Emulex Change in Control Retention Plan
(the “Retention Plan”) or is party to a Key Employee Retention Agreement (“KERA”). Capitalized
terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan, the
Retention Plan, the KERA, the Restricted Stock Award Agreement (“RSA Agreement”), the Restricted
Stock Unit Award Agreement (“RSU Agreement”), and the Nonqualified Stock Option Agreement (“NQSO
Agreement”) as applicable.




ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT





	 	1.	 	Vesting. This provision supplements Section 3 of Grantee’s RSA Agreement 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 Grantee’s RSA
Agreement 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.



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ADDENDUM TO RESTRICTED STOCK UNIT AWARD AGREEMENT





Vesting. This provision supplements Section 3 of Grantee’s RSU Agreement 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 Restricted Stock Units 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 Restricted Stock Units 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 Restricted
Stock Units shall be forfeited.




     (B) In the case of clause (ii) above, any unvested Restricted Stock Units 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.



ADDENDUM TO NONQUALIFIED STOCK OPTION AWARD AGREEMENT




A new Section 15 shall be added to Optionee’s NQSO Agreement as follows:




     Term and Vesting of Stock Option under Change in Control Retention Plan or Key Employee
Retention Agreement.




Notwithstanding the foregoing provisions of Section 4 and Section 5 hereof, this Section 15
shall apply in the event that Optionee experiences a Termination Event during a Change in
Control Period, as each of those terms is defined in the Company’s Change in Control
Retention Plan (the “Retention Plan”) or Optionee’s Key Employee Retention Agreement
(“KERA”).




In the event Optionee’s employment is terminated by the Company (or its successor) without
Cause (as such term is defined in the Retention Plan or the 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) Acceleration of Vesting.




     (A) In the case of clause (i) above, any unvested portion of the Option shall not be
forfeited at the time Optionee’s employment is terminated, but rather, shall be retained by
Optionee and shall remain unvested, with no further vesting, for a period of up to 12 months
after Optionee’s employment is terminated. If a Change in Control occurs during such
12-month period, the unvested portion of the Option 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 portion of the
Option shall be forfeited.




     (B) In the case of clause (ii) above, any unvested portion of the Option shall not be
forfeited at the time Optionee’s employment 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.




(b) Extension of Exercise Period. In the event that the unvested portion of the Option is
accelerated pursuant to either Section 15(a)(A) or 15(a)(B), then, the Option shall remain
outstanding and exercisable for a period of 12 months from the date of Optionee’s termination of employment, or, until
10 years from the Grant Date, whichever is sooner.




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