Exhibit 10.25**EMULEX CORPORATION****Description of Compensation Arrangements for Certain Executive Officers**     The following is a description of the compensation arrangements for each of the Company’snamed executive officers. The compensation for these executive officers consists of base salaryand perquisites, long-term incentive compensation and annual cash bonus compensation. As of August31, 2005, the following are the base salaries (on an annual basis) of the Company’s named executiveofficers:     Name and Principal Position Base Salary     Paul F. Folino $556,500 Chairman and Chief Executive Officer         James M. McCluney $371,830 President and Chief Operating Officer         Kirk D. Roller(1) $373,065 President, Worldwide Sales         Karen Mulvany $310,852 Exec. V.P., Business Planning and Development         Michael J. Rockenbach $290,589 Exec. V.P. and Chief Financial Officer         William F. Gill $235,469 Exec. V.P., Worldwide Sales     (1) Mr. Roller retired effective as of July 1, 2005. Amounts indicated reflect base salary as ofthe date of retirement. The Company does not have employment agreements with any of its executive officers but has executedkey employee retention agreements with each of its named executive officers and certain otherofficers and key employees of the Company. The Company’s agreement with Mr. Folino entitles him toreceive the following payments and benefits in the event of termination of his employment by theCompany without cause or by Mr. Folino because of a demotion within two years after a change incontrol of the Company: (i) a severance payment equal to the present value of two times the sum ofMr. Folino’s annual salary plus the highest annual average of any two of his last three annualbonuses; (ii) continuation for two years following termination of employment of his health and lifeinsurance, disability income, tax assistance and executive automobile benefits (reduced to theextent similar benefits are received by him from another
 

 
employer); and (iii) acceleration of vesting of his right to exercise his stock options based onthe length of his continued employment following the grant of the option by one year upon thechange in control of the Company and full acceleration of vesting of such exercise right in theevent of termination of his employment without cause or because of a demotion as aforesaid withintwo years after the change in control. A copy of Mr. Folino’s key employee retention agreement isfiled as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period endedDecember 26, 2004.The Company also has entered into similar agreements with each of the other named executiveofficers which provide for benefits similar to those described above, except that the severancepayment is equal to the present value of one times the sum of the employee’s annual salary plus thehighest annual average of any two of the employee’s last three annual bonuses; and continuationfollowing termination of employment of the employee’s health and life insurance, disability income,tax assistance and executive automobile benefits (reduced to the extent similar benefits arereceived by the employee from another employer) is limited to one year. The form of key employeeretention agreement for each of the other named executive officers is filed as Exhibit 10.8 to theCompany’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2004.Additionally, the Company’s executive officers are entitled to participate in health and welfareand retirement plans, perquisite, fringe benefit and other arrangements generally available toother salaried employees. In addition, each officer is entitled to participate in the EmulexCorporation Retirement Savings Plan, and receives group term life insurance premiums and healthcare reimbursement paid with respect to the named executive.The Company’s named executive officers are eligible for annual performance-based cash bonuses underthe Company’s Executive Bonus Plan, which is described in the Company’s Annual Report on Form 10-Kfor the fiscal year ended July 3, 2005. A copy of such Executive Bonus Plan is also filed asExhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2005.Long term incentives are provided to the named executives in accordance with the Company’s 2004Employee Stock Incentive Plan which is attached as Appendix B to the Company’s Definitive ProxyStatement for the Annual Meeting of Stockholders held on November 18, 2004, and the Company’sEmployee Stock Option Plan, as amended, which is attached as Appendix B to the Company’s DefinitiveProxy Statement for the Annual Meeting of Stockholders held on November 21, 2002, or any successorstockholder approved equity plans.
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