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Exhibit 10.2
EMULEX CORPORATION
EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock
Option Agreement is made and entered into by and
between Emulex Corporation, a Delaware
corporation ("Company"), and the Employee
identified in the "Emulex Corporation
Notice of Grant of Stock Option" ("Grant
Notice") which is attached hereto
("Optionee"), as of the "Grant Date" set forth
in the Grant Notice, with respect to the
following facts:
A. The
Company has adopted and the stockholders of the Company have
approved the Emulex Corporation Employee
Stock Option Plan ("Plan") pursuant to
which the Company is authorized to grant
stock options to employees of the
Company or its subsidiaries;
B.
Optionee has received and reviewed a copy of the Plan; and
C.
Optionee is an employee of the Company or a subsidiary.
NOW, THEREFORE,
in consideration of the premises and intending to be
legally bound, the parties agree as
follows:
1. GRANT
OF STOCK OPTION. Subject to the terms and conditions set forth
herein, the Company hereby grants to
Optionee an incentive stock option
("Option") to purchase from the Company, at
the "Option Price Per Share" set
forth in the Grant Notice, the "Total
Number of Shares" of the Company's
authorized and unissued or reacquired
shares of common stock set forth in the
Grant Notice.
2.
INCENTIVE STOCK OPTION. The Stock Option granted to Optionee
pursuant
to this Agreement is intended to qualify as
an "incentive stock option" under
Section 422 of the Internal Revenue Code of
1986, as amended ("Code").
3.
ADMINISTRATION. The Plan provides that it shall be administered by
the
Board of Directors of the Company ("Board")
or by a committee ("Committee")
consisting of not less than two (2)
individuals appointed by the Board. Subject
to the provisions of the Plan, the Plan
Administrator shall have authority to
construe and interpret the Plan and this
Agreement, to promulgate, amend, and
rescind rules and regulations relating to
the administration of the Plan and
this Agreement, and to make all of the
determinations necessary or advisable for
administration of the Plan and this
Agreement. The interpretation and
construction by the Plan Administrator of
any provision of this Agreement, shall
be final and binding upon all parties. No
member of the Plan Administrator shall
be liable for any action or determination
undertaken or made in good faith with
respect to the Plan or this Agreement.
4. TERM OF
STOCK OPTION. Unless earlier exercised pursuant to Section 5
below, the Stock Option shall terminate on,
and shall not be exercisable after,
the expiration of the earliest of (a) ten
(10) years after the Grant Date set
forth in the Grant Notice or, if earlier,
the Termination Date set forth in the
Grant Notice, (b) three (3) months after
the date Optionee's employment with the
Company and its subsidiaries terminates, if
such termination is for any reason
other than permanent disability, death or
cause, or (c) the date the Optionee's
employment with the Company and its
subsidiaries terminates if such termination
is for cause as determined by the Plan
Administrator, in its sole discretion, or
(d) one (1) year after the date Optionee's
employment with the Company and its
subsidiaries terminates, if such
termination is a result of death or permanent
disability (as defined in the Plan), or
death or permanent disability results
within not more than three months of the
date on which the Optionee ceases to be
an employee. Notwithstanding (a) above, in
the case of a Stock Option granted at
a time when Optionee
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owns stock possessing more than 10% of the
total combined voting power of all
classes of stock of the Company or any of
its parent or subsidiary corporations,
the term set forth in (a) above, shall not
be more than five years after the
Grant Date set forth in the Grant
Notice.
5.
EXERCISE.
5.1 EXERCISABILITY. Subject to the terms and conditions of this
Agreement, and unless otherwise defined in
the Grant Notice, the Stock Option
shall become exercisable on a cumulative
basis as to 25% of the Total Number of
Shares of Common Stock of the Company
specified in the Grant Notice one year
after the Grant Date specified in the Grant
Notice and an additional 6-1/4% of
such Total Number of Shares at any time
after the end of each consecutive
calendar quarter thereafter, if Optionee is
still employed by the Company or one
of its subsidiaries on such dates, until
the Stock Option has become exercisable
with respect to the Total Number of Shares
of Common Stock of the Company set
forth in the Grant Notice. The Stock Option
may be exercised by Optionee with
respect to any shares of Common Stock of
the Company covered by the Stock Option
at any time on or after the date on which
the Stock Option becomes exercisable
with respect to such shares; provided that
the other terms of this Agreement,
and any terms required by any broker used
by the Optionee, are complied with.
Anything set forth in this Agreement to the contrary
notwithstanding, the Stock Option may not
be exercised after the time Optionee
ceases to be an employee of the Company and
its subsidiaries (irrespective of
the cause) except to the extent it would
have been exercisable by Optionee at
such time.
5.2 NOTICE OF EXERCISE. Optionee shall exercise the Option by
delivering to the Company, either in person
or by certified or registered mail,
written notice of election to exercise and
payment in full of the purchase price
as provided in Subsection 5.3 of this
Agreement. The written notice shall set
forth the whole number of shares with
respect to which the Option is being
exercised.
5.3 PAYMENT OF PURCHASE PRICE. The purchase price for any shares
of
common stock of the Company with respect to
which Optionee exercises this Option
shall be paid in full at the ti
