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unless the Committee delivers written notice prior to such anniversary of the Effective Dateto the Executive that this Agreement will not be extended or further extended, as the case may be,and if such notice is given this Agreement will terminate at the end of the term then in progress.     Notwithstanding the foregoing, in the event a Change in Control occurs during the original orany extended term of this Agreement, this Agreement will remain in effect for the longer of: (i)twenty-four (24) months beyond the month in which such Change in Control occurred; or (ii) untilall obligations of the Company hereunder have been fulfilled, and until all benefits requiredhereunder have been paid to the Executive. For purposes of clarity, subject to Section 3.1,benefits shall be payable to the Executive under this Agreement only with respect to a singleChange in Control of the Company. Accordingly, no Change in Control after the first Change inControl shall be considered for purposes of this Agreement.**Article 2. Definitions**     Whenever used in this Agreement, the following terms shall have the meanings set forth below: (a) “Accrued Obligations” means: (i) any Base Salary that had accrued but had not been paid(including accrued and unpaid vacation time) prior to the Severance Date; and  (ii) any Annual Bonus earned as of the Severance Date with respectto the fiscal year preceding the year in which the Severance Date occurs (ifthe Executive was employed by the Company on the last day of that fiscal year)that had not previously been paid. (b) “Agreement” means this Change in Control Severance Agreement.  (c) “Annual Bonus” means the Executive’s annual incentive cash bonusopportunity.  (d) “Base Salary” means the salary of record paid to the Executive by theCompany as annual salary (whether or not deferred), but excludes amounts received underincentive or other bonus plans.  (e) “Beneficiary” means the persons or entities designated or deemeddesignated by the Executive pursuant to Section 8.2.  (f) “Board” means the Board of Directors of the Company.  (g) “Cause” means the occurrence of any of the following: (i) the Executive is convicted of, or has pled guilty or *nolocontendere*to, a felony (other than traffic related offenses or as a result ofvicarious liability); or
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 (ii) the Executive has engaged in acts of fraud, material dishonestyor other acts of willful misconduct in the course of his duties to the Company;or  (iii) the Executive willfully and repeatedly fails to perform oruphold his duties to the Company; or  (iv) the Executive willfully fails to comply with reasonabledirectives of the Board which are communicated to him in writing;provided, however, that no act or omission by the Executive shall be deemed to be“willful” if the Executive reasonably believed in good faith that such acts oromissions were in the best interests of the Company. (h) “Change in Control” means any of the following: (i) The acquisition by any individual, entity or group (within themeaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a“Person”)) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 30% or more of either (1) thethen-outstanding shares of common stock of the Company (the “OutstandingCompany Common Stock”) or (2) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally inthe election of directors (the “Outstanding Company VotingSecurities”); provided, however, that, for purposes of this clause (i), thefollowing acquisitions shall not constitute a Change in Control; (A) anyacquisition directly from the Company, (B) any acquisition by the Company, (C)any acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any affiliate of the Company or a successor, (D)any acquisition by any entity pursuant to a transaction that complies withclauses (iii)(1), (2) and (3) below, and (E) any acquisition by a Person whoowned more than 30% of either the Outstanding Company Common Stock or theOutstanding Company Voting Securities as of the Effective Date or an Affiliateof any such Person;  (ii) A change in the Board or its members such that individuals who,as of the later of the Effective Date or the date that is two yearsprior to such change (the later of such two dates is referred to as the“Measurement Date”), constitute the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority of theBoard; provided, however, that any individual becoming a director subsequent tothe Measurement Date whose election, or nomination for election by theCompany’s stockholders, was approved by a vote of at least two-thirds of thedirectors then comprising the Incumbent Board (including for these purposes,the new members whose election or nomination was so approved, without countingthe member and his predecessor twice) shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption
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of office occurs as a result of an actual or threatened election contestwith respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Personother than the Board; (iii) Consummation of a reorganization, merger, statutory shareexchange or consolidation or similar corporate transaction involving theCompany or any of its Subsidiaries, a sale or other disposition of all orsubstantially all of the assets of the Company, or the acquisition of assets orstock of another entity by the Company or any of its Subsidiaries (each, a“Business Combination”), in each case unless, following such BusinessCombination, (1) all or substantially all of the individuals and entities thatwere the beneficial owners of the Outstanding Company Common Stock and theOutstanding Company Voting Securities immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 50% of thethen-outstanding shares of common stock and the combined voting power of thethen-outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the entity resulting from such BusinessCombination (including, without limitation, an entity that, as a result of suchtransaction, owns the Company or all or substantially all of the Company’sassets directly or through one or more subsidiaries (a “Parent”)) insubstantially the same proportions as their ownership immediately prior to suchBusiness Combination of the Outstanding Company Common Stock and theOutstanding Company Voting Securities, as the case may be, (2) no Person(excluding any entity resulting from such Business Combination or a Parent orany employee benefit plan (or related trust) of the Company or such entityresulting from such Business Combination or Parent) beneficially owns, directlyor indirectly, 30% or more of, respectively, the then-outstanding shares ofcommon stock of the entity resulting from such Business Combination or thecombined voting power of the then-outstanding voting securities of such entity,except to the extent that the ownership in excess of 30% existed prior to theBusiness Combination, and (3) at least a majority of the members of the boardof directors or trustees of the entity resulting from such Business Combinationor a Parent were members of the Incumbent Board (determined pursuant to clause(ii) above using the date that is the later of the Effective Date orthe date that is two years prior to the Business Combination as the MeasurementDate) at the time of the execution of the initial agreement or of the action ofthe Board providing for such Business Combination; or (iv) Approval by the stockholders of the Company of a completeliquidation or dissolution of the Company other than in the context of atransaction that does not constitute a Change in Control under clause (iii)above.   Notwithstanding the foregoing, in no event shall a transaction or other event thatoccurred prior to the Effective Date constitute a Change in Control.
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 (i) “Code” means the United States Internal Revenue Code of 1986, asamended.  (j) “Committee” means the Compensation Committee of the Board.  (k) “Company” means QLogic Corporation, a Delaware corporation, or anysuccessor thereto as provided in Article 7.  (l) “Disability” means disability as defined in the Company’s long-termdisability plan in which the Executive participates at the relevant time or, if theExecutive does not participate in a Company long-term disability plan at the relevanttime, such term shall mean a “permanent and total disability” within the meaning ofSection 22(e)(3) of the Code.  (m) “Effective Date” has the meaning given to such term in Article 1hereof.  (n) “Exchange Act” means the United States Securities Exchange Act of 1934,as amended.  (o) “Executive” means the individual identified in the first sentence, andon the signature page, of this Agreement.  (p) “Good Reason” means, without the Executive’s express written consent,the occurrence of any one or more of the following: (i) A material reduction in the nature or status of the Executive’sauthorities, duties, and/or responsibilities, (when such authorities, duties,and/or responsibilities are viewed in the aggregate) from their level in effecton the day immediately prior to the start of the Protected Period, other thanan insubstantial and inadvertent act that is remedied by the Company promptlyafter receipt of notice thereof given by the Executive. The change in statusof the Company from a publicly-traded company to a company the securities ofwhich are not publicly-traded (including any related termination of theCompany’s reporting obligations under the Exchange Act) shall not, in and ofitself, constitute Good Reason or a material reduction in the nature or statusof the Executive’s authorities, duties, and/or responsibilities.  (ii) A reduction by the Company in either the Executive’s BaseSalary or the Executive’s Annual Bonus opportunity as in effect immediatelyprior to the start of the Protected Period or as the same shall be increasedfrom time to time.  (iii) A material reduction in the Executive’s relative level ofcoverage and accruals under the Company’s employee benefit and/or retirementplans, policies, practices, or arrangements in which the Executive participates
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immediately prior to the start of the Protected Period, both in terms of theamount of benefits provided, and amounts accrued. For this purpose, theCompany may eliminate and/or modify existing programs and coverage levels;provided, however, that the Executive’s level of coverageunder all such programs must be at least as great as is provided to othersenior executives of the Company. (iv) The failure of the Company to obtain a satisfactory agreementfrom any successor to the Company to assume and agree to perform thisAgreement, as contemplated in Article 7.  (v) The Executive is informed by the Company that his principalplace of employment for the Company will be relocated to a location that ismore than fifty (50) miles from his principal place of employment for theCompany at the start of the corresponding Protected Period.The Executive’s right to terminate employment for Good Reason shall not be affectedby the Executive’s incapacity due to physical or mental illness. The Executive’scontinued employment shall not constitute a consent to, or a waiver of rights withrespect to, any circumstances constituting Good Reason herein; provided,however, that if the Executive does not terminate employment and claim GoodReason for such termination within ninety (90) days after the Executive hasknowledge of an event or circumstance that would constitute Good Reason, then theExecutive shall be deemed to have waived his right to claim Good Reason as to thatspecific fact or circumstance (except that the event or circumstance may beconsidered for purposes of determining whether any subsequent, separate, event orcircumstance constitutes Good Reason; for example, and without limitation, areduction in the Executive’s authorities that is deemed waived by operation of thisclause may be considered for purposes of determining whether any subsequentreduction in the Executive’s authorities (when taken into consideration with thefirst reduction) constitutes a “material reduction” in the nature or status of theExecutive’s authorities from their level in effect on the day immediately prior tothe start of the Protected Period). (q) “Protected Period” with respect to a Change in Control of the Companyshall mean the period commencing on the date that is six (6) months prior to the dateof such Change in Control and ending on the date of such Change in Control.  (r) “Qualifying Termination” has the meaning given to such term in Section3.2(a).  (s) “Severance Benefits” means the payments and/or benefits provided inSection 3.3.  (t) “Severance Date” means the date on which the Executive’s employmentwith the Company and its subsidiaries terminates for any reason (whether or not as aresult of a Qualifying Termination).
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 (u) “Subsidiary” means any corporation or other entity a majority of whoseoutstanding voting stock or voting power is beneficially owned directly or indirectlyby the Company.**Article 3. Severance Benefits**     **3.1. Right to Severance Benefits**. The Executive shall be entitled to receive from the Companythe Severance Benefits described in Section 3.3 if the Executive has incurred a QualifyingTermination and satisfies the release requirements set forth in Section 3.7.     The Executive shall not be entitled to receive Severance Benefits if his employment terminates(regardless of the reason) before the Protected Period corresponding to a Change in Control of theCompany or more than twenty-four (24) months after the date of a Change in Control of the Company.     **3.2. Qualifying Termination**. (a) Subject to Sections 3.2(c), 3.4, and 3.5, the occurrence of any one or more ofthe following events within the Protected Period corresponding to a Change in Controlof the Company, or within twenty-four (24) calendar months following the date of aChange in Control of the Company shall constitute a “Qualifying Termination”: (i) An involuntary termination of the Executive’s employment by theCompany for reasons other than Cause;  (ii) A voluntary termination of employment by the Executive for GoodReason;  (iii) A failure or refusal by a successor company to assume bywritten instrument the Company’s obligations under this Agreement, as requiredby Article 7; or  (iv) A repudiation or breach by the Company or any successor companyof any of the provisions of this Agreement.For purposes of determining any benefits payable hereunder, the date on which thesuccession referred to in clause (iii) becomes effective and the date on which therepudiation or breach referred to in clause (iv) occurs, as applicable, shall bedeemed to be the Executive’s Severance Date. (b) If more than one of the events set forth in Section 3.2(a) occurs, such eventsshall constitute but a single Qualifying Termination and the Executive shall beentitled to but a single payment of the Severance Benefits.  (c) Notwithstanding anything else contained herein to the contrary, the Executive’stermination of employment on account of reaching mandatory retirement age, as such agemay be defined from time to time in policies adopted by the Companyprior to the commencement of the Protected Period, and consistent with applicablelaw, shall not be a Qualifying Termination.
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 (d) Notwithstanding anything else contained herein to the contrary, the Executive’sSeverance Benefits under this Agreement shall be reduced by the severance benefits(including, without limitation, any other change-in-control severance benefits and anyother severance benefits generally) that the Executive may be entitled to under anyother plan, program, agreement or other arrangement with the Company (including,without limitation, any such benefits provided for by an employment agreement). Forpurposes of the foregoing, any cash severance benefits payable to the Executive underany other plan, program, agreement or other arrangement with the Company shall offsetthe cash severance benefits otherwise payable to the Executive under this Agreement ona dollar-for-dollar basis. For purposes of the foregoing, non-cash severance benefitsto be provided to the Executive under any other plan, program, agreement or otherarrangement with the Company shall offset any corresponding benefits otherwise to beprovided to the Executive under this Agreement or, if there are no correspondingbenefits otherwise to be provided to the Executive under this Agreement, the value ofsuch benefits shall offset the cash severance benefits otherwise payable to theExecutive under this Agreement on a dollar-for-dollar basis. If the amount of otherbenefits to be offset against the cash severance benefits otherwise payable to theExecutive under this Agreement in accordance with the preceding two sentences exceedsthe amount of cash severance benefits otherwise payable to the Executive under thisAgreement, then the excess may be used to offset other non-cash severance benefitsotherwise to be provided to the Executive under this Agreement on a dollar-for-dollarbasis. For purposes of this paragraph, the Committee shall reasonably determine thevalue of any non-cash benefits.     **3.3. Description of Severance Benefits**. In the event that the Executive becomes entitled toreceive Severance Benefits, as provided in Sections 3.1, 3.2 and 3.8, the Company shall pay andprovide to the Executive (in addition to the Accrued Obligations) the following: (a) The Company will pay to the Executive an amount equal to one and one-half (1.5)times the sum of (i) the Executive’s Base Salary, and (ii) the Executive’s AnnualBonus. For purposes of this Section 3.3(a), the Executive’s “Base Salary” shall bedeemed to be the Executive’s highest annualized rate of Base Salary in effect at anytime after the commencement of the Protected Period and on or before the Executive’sSeverance 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 theExecutive’s Severance Date occurs, and (y) the highest aggregate bonus(es) paid by theCompany to the Executive for any one of the three (3) full fiscal years of the Companyimmediately preceding the Executive’s Severance Date. Notwithstanding the foregoingprovisions, if the Executive would be entitled to a greater cash severance payment inthe circumstances under the terms of any employment agreement then in effect than theamount determined under the first sentence of this Section 3.3(a), the Executive shallbe entitled to such greater cash severance payment only and no additional paymentshall be made under this Section 3.3(a).
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 (b) The Company will pay or reimburse the Executive for his premiums charged tocontinue medical coverage pursuant to the Consolidated Omnibus Budget ReconciliationAct (“COBRA”), at the same or reasonably equivalent medical coverage for theExecutive (and, if applicable, the Executive’s eligible dependents) as in effectimmediately prior to the Severance Date, to the extent that the Executive elects suchcontinued coverage; provided that the Company’s obligation to make any payment orreimbursement pursuant to this clause (ii) shall cease upon the first to occur of (a)the second anniversary of the Severance Date; (b) the Executive’s death; (c) the datethe Executive becomes eligible for coverage under the health plan of a future employer;or (d) the date the Company or its affiliates ceases to offer any group medicalcoverage to its active executive employees or the Company is otherwise under noobligation to offer COBRA continuation coverage to the Executive.  (c) Notwithstanding any other provision herein or in any other document, any stockoption or other equity-based award granted by the Company to the Executive, to theextent such award is outstanding and has not vested as of the Executive’s SeveranceDate, shall automatically become fully vested as of the Severance Date. In the eventthat the Executive has a Qualifying Termination during the Protected Period related toa Change in Control, any stock option or other equity-based award granted by theCompany to the Executive, to the extent such award had not vested and was cancelled orotherwise terminated upon or prior to the date of the related Change in Control solelyas a result of such Qualifying Termination, shall be reinstated and shall automaticallybecome fully vested, and, in the case of stock options or similar awards, the Executiveshall be given a reasonable opportunity to exercise such accelerated portion of theoption or other award before it terminates.     **3.4. Termination Due to Disability, Death or Retirement**. Termination of the Executive’semployment due to the Executive’s death or Disability is not a Qualifying Termination, and upon anysuch termination, the Executive shall be entitled to payment only of the Accrued Obligations.However, if immediately prior to the condition or event leading to, or the commencement of, theDisability of the Executive (but not the death of the Executive), the Executive would haveexperienced a Qualifying Termination if he had terminated at that time, then upon termination ofhis employment for Disability he shall be entitled to the benefits provided by this Agreement for aQualifying Termination. A voluntary termination of employment by the Executive due to theExecutive’s retirement is not a Qualifying Termination, and upon any such termination, theExecutive shall be entitled to payment only of the Accrued Obligations. However, if immediatelyprior to the Executive’s retirement (but not death), the Executive would have experienced aQualifying Termination if he had terminated at that time, then upon his retirement he shall(subject to Section 3.2(c)) be entitled to the benefits provided by this Agreement for a QualifyingTermination.     **3.5. Termination for Cause or by the Executive Other Than for Good Reason**Termination of theExecutive’s employment by the Company for Cause or by the Executiveother than for Good Reason does not constitute a Qualifying Termination. Upon any suchtermination, the Executive shall be entitled to payment only of the Accrued Obligations.
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     **3.6. Notice of Termination**. Any termination of the Executive’s employment by the Company forCause or by the Executive for Good Reason shall be communicated by a Notice of Termination. Forpurposes of this Agreement, a “Notice of Termination” shall mean a written notice whichshall indicate the specific termination provision in this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide a basis for terminationof the Executive’s employment under the provision so indicated.     **3.7. Release**. This Section 3.7 shall apply notwithstanding anything else contained in thisAgreement to the contrary. As a condition precedent to any Company obligation to the Executivepursuant to Section 3.3, the Executive (or, in the event of the Executive’s death following aQualifying Termination, the Executive’s estate) shall, upon or promptly following the Executive’sSeverance Date (or, if later, the date of the relevant Change in Control of the Company), providethe Company with a valid, executed, written release of claims (in the form attached hereto asExhibit A or such similar form as the Company may reasonably require in the circumstances)(the “Release”), and such Release shall have not been revoked by the Executive (or theExecutive’s estate, as applicable) pursuant to any revocation rights afforded by applicable law.The Company shall have no obligation to make any payment or provide any benefit to the Executivepursuant to Section 3.3 unless and until the Release contemplated by this Section 3.7 becomesirrevocable by the Executive (or the Executive’s estate, as applicable) in accordance with allapplicable laws, rules and regulations.     **3.8. Exclusive Remedy**. The Executive agrees that the payments and benefits contemplated bySection 3.3 shall, if the Release contemplated by Section 3.7 is signed and the amounts paid,constitute the exclusive and sole remedy for any termination of his employment and in such case theExecutive covenants not to assert or pursue any other remedies, at law or in equity, with respectto any termination of employment. The Company and the Executive acknowledge and agree that thereis no duty of the Executive to mitigate damages under this Agreement, and there shall be no offsetagainst any amounts due to the Executive under this Agreement on account of any remunerationattributable to any subsequent employment that the Executive may obtain.**Article 4. Form and Timing of Severance Benefits; Tax Withholding;**     **4.1. Form and Timing of Severance Benefits**. The Severance Benefits described in Section3.3(a) shall be paid in cash to the Executive in a single lump sum as soon as practicable followingthe Severance Date, but in no event beyond the later of (a) thirty (30) days from the dateof the Executive’s Severance Date, or (b) thirty (30) days after the date that the Releasedelivered by the Executive to the Company pursuant to Section 3.7 becomes irrevocable by theExecutive in accordance with applicable law; provided, however, that payment of any and allSeverance Benefits are subject to the provisions of Section 8.14.     **4.2. Withholding of Taxes**. Notwithstanding anything else herein to the contrary, the Companymay withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due orpayable under or pursuant to this Agreement such federal, state and localincome, employment, or other taxes as may be required to be withheld pursuant to anyapplicable law or regulation.
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**Article 5. Section 280G**. Notwithstanding any other provision herein, the Executive shall becovered by the provisions set forth in Exhibit B hereto, incorporated herein by thisreference.**Article 6. The Company’s Payment Obligation**     **6.1. Payment of Obligations Absolute**. Except as provided in Sections 3.7, 4.2 and in Article5, the Company’s obligation to make the payments and the arrangements provided for herein shall beabsolute and unconditional, and shall not be affected by any circumstances, including, withoutlimitation, any offset, counterclaim, recoupment, defense, or other right which the Company mayhave against the Executive or anyone else. All amounts payable by the Company hereunder shall bepaid without notice or demand. Each and every payment made hereunder by the Company shall befinal, and the Company shall not seek to recover all or any part of such payment from the Executiveor from whoever may be entitled thereto, for any reasons whatsoever, except as otherwise providedin Article 5; provided that the Executive does not revoke the Release or otherwise take action torender the Release unenforceable.     **6.2. Contractual Right to Benefits**. This Agreement establishes and vests in the Executive acontractual right to the benefits to which he is entitled hereunder. The Company expressly waivesany ability, if possible, to deny liability for any breach of its contractual commitment hereunderupon the grounds of lack of consideration, accord and satisfaction or any other defense. In anydispute arising after a Change in Control as to whether the Executive is entitled to benefits underthis Agreement, there shall be a presumption that the Executive is entitled to such benefits andthe burden of proving otherwise shall be on the Company. However, nothing herein contained shallrequire or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate,earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide forany payments to be made or required hereunder.     **6.3. Pension Plans; Duplicate Benefits**. All payments, benefits and amounts provided underthis Agreement shall be in addition to and not in substitution for any pension rights under theCompany’s tax-qualified pension plans, supplemental retirement plans, nonqualified deferredcompensation plans, bonus plans, and any disability, workers’ compensation or other Company benefitplan distribution that the Executive is entitled to as of his Severance Date. Notwithstanding theforegoing, this Agreement shall not create an inference that any duplicate payments shall berequired. No payments made pursuant to this Agreement shall be considered compensation forpurposes of any such benefit plan.**Article 7. Successors and Assignment**     **7.1. Successors to the Company**. The Company will require any successor (whether direct orindirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of thebusiness and/or assets of the Company or of any division or subsidiary thereof (the business and/orassets of which constitute at least fifty percent (50%) of the total business and/or assets of theCompany) to expressly assume and agree to perform the Company’s obligations under thisAgreement in the same manner and to the same extent that the Company would be required toperform them if such succession had not taken place.
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     **7.2. Assignment by the Executive**. This Agreement shall inure to the benefit of and beenforceable by the Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees, and legatees.**Article 8. Miscellaneous**     **8.1. Employment Status**. Except as may be provided under any other written agreement betweenthe Executive and the Company, the employment of the Executive by the Company is “at will,” and,prior to the effective date of a Change in Control, may be terminated by either the Executive orthe Company at any time, subject to applicable law.     **8.2. Beneficiaries**. The Executive may designate one or more persons or entities as theprimary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under thisAgreement. If the Executive dies while any amount would still be payable to him hereunder had hecontinued to live, all such amounts, unless otherwise provided herein, shall be paid to theExecutive’s Beneficiary in accordance with the terms of this Agreement. If the Executive has notnamed a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or otherdesignee, or if there is no such designee, to the Executive’s estate. The Executive may make orchange such designation at any time, provided that any designation or change thereto must be in theform of a signed writing acceptable to and received by the Committee.     **8.3. Gender and Number**. Where the context requires herein, the singular shall include theplural, the plural shall include the singular, and any gender shall include all other genders.     **8.4. Section Headings**. The section headings of, and titles of paragraphs and subparagraphscontained in, this Agreement are for the purpose of convenience only, and they neither form a partof this Agreement nor are they to be used in the construction or interpretation thereof.     **8.5. Severability**. If any provision of this Agreement or the application thereof is heldinvalid, the invalidity shall not affect other provisions or applications of this Agreement whichcan be given effect without the invalid provisions or applications and to this end the provisionsof this Agreement are declared to be severable.     **8.6. Entire Agreement**. This Agreement, together with any employment agreement and any writtenagreement evidencing any stock option or other equity-based incentive award previously granted bythe Company, embodies the entire agreement of the parties hereto respecting the matters within itsscope. As of the Effective Date, this Agreement shall supersede all other agreements of theparties hereto that are prior to or contemporaneous with the Effective Date and that directly orindirectly bear upon the subject matter hereof, other than any prior agreement relating to anyright to indemnification the Executive may have from the Company or the Executive’s right to becovered under any applicable insurance policy, with respect to any liability the Executive incurredor may incur as an employee, officer or director of the Company
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or its affiliates. Any negotiations, correspondence, agreements, proposals or understandingsprior to the Effective Date relating to the subject matter hereof shall be deemed to have beenmerged into this Agreement, and to the extent inconsistent herewith, such negotiations,correspondence, agreements, proposals, or understandings shall be deemed to be of no force oreffect. There are no representations, warranties, or agreements, whether express or implied, ororal or written, with respect to the subject matter hereof, except as expressly set forth herein.This Agreement is an integrated agreement.     **8.7. Modification**. This Agreement may not be amended, modified or changed (in whole or inpart), except by a formal, definitive written agreement expressly referring to this Agreement,which agreement is executed by both of the parties hereto.     **8.8. 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 anysingle or partial exercise of any right, remedy, power or privilege preclude any other or furtherexercise of the same or of any right, remedy, power or privilege, nor shall any waiver of anyright, remedy, power or privilege with respect to any occurrence be construed as a waiver of suchright, remedy, power or privilege with respect to any other occurrence. No waiver shall beeffective unless it is in writing and is signed by the party asserted to have granted such waiver.     **8.9. Arbitration**. Any controversy arising out of or relating to this Agreement, itsenforcement or interpretation, or because of an alleged breach, default, or misrepresentation inconnection with any of its provisions, or any other controversy arising out of the Executive’semployment, including, but not limited to, any state or federal statutory claims, shall besubmitted to arbitration in Orange County, California, before a sole arbitrator selected fromJudicial 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 beselected from the American Arbitration Association, and shall be conducted in accordance with theprovisions of California Code of Civil Procedure §§ 1280 et seq. as the exclusive forum forthe resolution of such dispute; provided, however, that provisional injunctive relief may, but neednot, be sought by either party to this Agreement in a court of law while arbitration proceedingsare pending, and any provisional injunctive relief granted by such court shall remain effectiveuntil the matter is finally determined by the Arbitrator. Final resolution of any dispute througharbitration 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 conclusionof the arbitration, the Arbitrator shall issue a written decision that sets forth the essentialfindings and conclusions upon which the Arbitrator’s award or decision is based. Any award orrelief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and maybe enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree thatthey are hereby waiving any rights to trial by jury in any action, proceeding or counterclaimbrought by either of the parties hereto against the other in connection with any matter whatsoeverarising out of or in any way connected with this Agreement or the Executive’s employment. Theparties agree hereto that the Company shall be responsible for payment of the forum costs of anyarbitration hereunder, including the Arbitrator’s fee. The Executive and the Company further agreethat in any proceeding to enforce the terms of this Agreement, the prevailing party shall beentitled to its or his reasonable attorneys’ fees and costs (other than forum costs associated withthe arbitration) incurred by it or him in connection with resolution of the dispute in addition toany other reliefgranted. Notwithstanding this provision, the parties hereto may mutually agree to mediate anydispute prior to or following submission to arbitration.
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     **8.10. Notices**. (a) All notices, requests, demands and other communications required or permittedunder this Agreement shall be in writing and shall be deemed to have been duly givenand made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor,or (iii) sent by registered or certified mail, postage prepaid, return receiptrequested. Any notice shall be duly addressed to the parties hereto as follows:(i) if to the Company:QLogic Corporation