APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    CHINA
 Terms and Conditions
 Conversion of Units and Issuance of Shares .




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Exchange Control Requirements.
 2




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    FRANCE
 Notifications
 Exchange Control Notification.
 3




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    GERMANY
 Notifications
 Exchange Control Notification
 4




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    INDIA
 Notifications
 Exchange Control Notification FIRC
 5




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    IRELAND
 Notifications
 Director Notification Obligation 1 e.g
 
 1
    
    A shadow director is an individual who is not
on the board of directors of the Irish Affiliate but who has sufficient control
so that the board of directors of the Irish Affiliate acts in accordance with
the directions or instructions of the individual. 6




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    JAPAN
  7




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    SINGAPORE
 Notifications
 Securities Law Notification
 Director Notification Obligation 2 e.g. e.g.
 
 2
    
    A shadow director is an individual who is
not on the board of directors of the Singapore Affiliate but who has sufficient
control so that the board of directors acts in accordance with the directions
or instructions of the individual. 8




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APPENDIX
 EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-U.S. GRANTEES
 Terms and Conditions
 Award Restricted Stock Units Plan Agreement
 Notifications
    UNITED KINGDOM
 Terms and Conditions
 Conversion of Units and Issuance of Shares
  Tax Obligations
 Due Date HMRC
 9




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Joint Election Employers
Liability Joint
Election
  10




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EMULEX CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
 Restricted Stock Units
for Employees in the United Kingdom
 FORM OF ELECTION TO TRANSFER THE EMPLOYERS SECONDARY  CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE
 1.
    
    PartiesThis Election is between:
 (A)
    
    [Insert name of Employee] (the Employee), whose National Insurance number is
[], who is employed by one of the employing companies listed in the
attached schedule (the Employer), and who is eligible to receive restricted stock
units pursuant to the terms and conditions of the Emulex Corporation Amended and
Restated 2005 Equity Incentive Plan (the Plan), and(B)
    
    Emulex Corporation, of 3333 Susan Street, Costa Mesa, CA 92626, U.S.A. (the
Company) which may grant restricted stock units under the Plan and is entering this
Election on behalf of the Employer.
 2.
    
    Purpose of Election
 2.1
    
    This Election relates to the Employers secondary Class 1 national
insurance contributions (the Employers Liability) which may arise on the
occurrence of a Taxable Eventpursuant to section 4(4) (a) of the Social
Security Contributions and Benefits Act 1992, including:
 (i)
    
    the acquisition of securities pursuant to the
restricted stock units, including any dividend equivalents paid out in
securities of the Company (pursuant to section 477(3)(a) ITEPA); and/or(ii)
    
    the assignment or release of the restricted stock units
in return for consideration (pursuant to section 477(3)(b) ITEPA);
and/or(iii)
    
    the receipt of a benefit in connection with the
restricted stock units other than a benefit within (i) or (ii) above
(pursuant to section 477(3)(c) ITEPA).
 In this Election, ITEPA means the Income Tax (Earnings and Pensions) Act
2003.2.2
    
    This Election is made in accordance with paragraph 3B(1) of Schedule 1
to the Social Security Contributions and Benefits Act 1992.2.3
    
    This Election applies to all restricted stock units granted to the
Employee under the Plan, including any dividend equivalents paid out in
securities of the Company with respect to the restricted stock units, on or
after [insert date] up to the termination date of the Plan.
 11




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2.4
    
    This Election does not apply in relation to any liability, or any part
of any liability, arising as a result of regulations being given retrospective
effect by virtue of section 4B(2) of either the Social Security Contributions
and Benefits Act 1992, or the Social Security Contributions and Benefits
(Northern Ireland) Act 1992.2.5
    
    This Election will not apply to the extent that it relates to relevant
employment income which is employment income of the earner by virtue of Chapter
3A of Part 7 of ITEPA 2003 (employment income: securities with artificially
depressed market value).
 3.
    
    The Election
 The Employee and the Company jointly elect that the entire liability of the
UK Employer to pay the Employers Liability on the Taxable Event is hereby
transferred to the Employee. The Employee understands that by signing this
Election, he or she will become personally liable for the Employers
Liability covered by this Election.
 4.
    
    Payment of the Employers Liability
 4.1
    
    Notwithstanding that pursuant to this Election the Employers Liability
is transferred to the Employee, the Employee authorises the Employer, and the
Employer agrees, to remit the Employers Liability to Her Majestys Revenue &
Customs (HMRC) on behalf of the Employee. The Employee agrees to pay to the
Employer the Employers Liability on demand at any time on or after the Event.4.2
    
    Without limitation to Clause 4.1 above, the Employee hereby authorises
the Company and/or the Employer to collect the Employers Liability from the
Employee at any time on or after the Taxable Event:
 (i)
    
    directly from the Employee by payment in cash or
cleared funds; and/or(ii)
    
    by deduction from salary or any other payment payable
to the Employee at any time on or after the date of the Taxable Event;
and/or(iii)
    
    by arranging, on behalf of the Employee, for the sale
of some of the securities which the Employee is entitled to receive in
respect of the restricted stock units; and/or(iv)
    
    through any other method set forth in the Restricted
Stock Unit Award Agreement entered into between the Employee and the
Company.
 4.3
    
    The Company hereby reserves for itself and the Employer the right to
withhold the transfer of any securities to the Employee until full payment of
the Employers Liability is received.
 5.
    
    Duration of Election
 5.1
    
    The Employee and the Company agree to be bound by the terms of this
Election regardless of whether the Employee is transferred abroad or is not
employed by the Employer on the date on which the Employers Liability becomes
due.5.2
    
    This Election will continue in effect until the earliest of the following:
 12




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(i)
    
    such time as both the Employee and the Company agree in
writing that it should cease to have effect;(ii)
    
    on the date the Company serves written notice on the
Employee terminating its effect;(iii)
    
    on the date HMRC withdraws approval of this Form of
Election; or(iv)
    
    on the date the Election ceases to have effect in
accordance with its terms in respect of any outstanding restricted
stock units granted under the Plan.
  Signed by [Insert name of Employee]
 The EmployeeDate
 Signed for and on behalf of Emulex Corporation
 [Insert name and title of signatory]Emulex Corporation[Insert Date]
 13




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Schedule to Form of Election  Employing Companies
  Emulex Limited
 Registered Office:
    
    Trinity Court, Molly Millars Lane, Wokingham, Berkshire, RG41 2PY, UKCompany Number:
    
    5942715Corporation Tax District:
    
    ReadingCorporation Tax Reference:
    
    610 28946 09952PAYE District:
    
    KentPAYE Reference:
    
    577/BA13319
 14