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FIRST AMENDMENT TO THE
QLOGIC CORPORATION
2005 PERFORMANCE INCENTIVE PLAN
This First
Amendment to the QLogic Corporation 2005 Performance Incentive Plan
(the “Amendment”) is adopted by QLogic Corporation, a
Delaware corporation (the “Company”), effective as of
June 1, 2006 (the “Effective Date”).
A. The QLogic
Corporation 2005 Performance Incentive Plan (the
“Plan”) was adopted by the Board of Directors of the
Company (the “Board”) on June 9, 2005 and approved
by the stockholders of the Company on August 23,
2005.
B. Appendix A
of the Plan sets forth the material terms of the automatic award
grants to non-employee directors.
C. The
Company completed a 2-for-1 stock split on March 2, 2006 (the
“Stock Split”).
D. The Board
desires to amend the Plan to: (i) adjust the initial option
grant to new non-employee directors to 50,000 shares of Common
Stock, (ii) adjust the annual option grant to non-employee
directors to 25,000 shares of Common Stock, (iii) adjust the
annual option grant t
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