**Exhibit 10.24****EMULEX CORPORATION****Description of Compensation Arrangements with Non-Employee Directors**     The following is a description of the compensation arrangements for the non-employee directorsof Emulex Corporation (the Company).     *Directors’ Fees.*Directors who are not employees of the Company receive a quarterly retainerof $13,750 and reimbursement for travel expenses. In addition, the Chairmen of theNominating/Corporate Governance Committee, the Compensation Committee and the Audit Committeereceive additional quarterly retainers of $1,500, $2,000, and $3,000, respectively. Members of theNominating/Corporate Governance Committee and the Compensation Committee (other than the Chairmen)receive an additional quarterly retainer of $1,000 and members of the Audit Committee (other thanthe Chairman) receive additional quarterly retainers of $2,000. Directors who are employees of theCompany receive no additional compensation for serving on the Board of Directors. Directors areentitled to reimbursement for out-of-pocket expenses in connection with attendance at Board andcommittee meetings.     *Stock Options.*Upon becoming a director of the Company, a non-employee director receives anautomatic grant of an option under the Emulex Corporation 1997 Stock Award Plan for Non-EmployeeDirectors (the Director Plan) to purchase 60,000 shares of common stock of the Company at apurchase price equal to the fair market value per share of that stock on the date of grant of theoption. Under the terms of the Director Plan, the option would vest as to one-third of the shareson each anniversary of the grant date if the director is still a director on those dates and willexpire one year after she or he ceases to be a director. In addition, the Director Plan providesfor automatic annual option grants to non-employee directors of 20,000 shares of common stock,which grants will occur on each yearly anniversary of the director’s commencement date as adirector and vest as to one half of the shares on the six month anniversary of the grant with theremainder vesting in two equal quarterly installments thereafter.     The Board or a designated committee of the Board may grant additional compensation under theDirector Plan to non-employee directors in the form of restricted stock awards and/or stockappreciation rights , which compensation may be in addition to or in lieu of the formula optiongrants. For fiscal 2007, non-employee directors received 7,000 shares of restricted stock in lieuof the annual option grants under the Director Plan. Such restricted stock vests on the sameschedule as the automatic annual option grants described above. The Director Plan is incorporatedby reference to Appendix B to the Company’s Definitive Proxy Statement for its Annual Meeting ofStockholders held on November 30, 2006.     *Indemnification*. In addition to the indemnification afforded to directors under Delaware lawand the Company’s Bylaws, the Company typically enters into an indemnification agreement with a newdirector upon his or her appointment as a director. The form of the indemnification agreement isattached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2005. TheCompany also maintains directors and officers liability insurance.