EMULEX CORPORATION
2005 EQUITY INCENTIVE PLAN
AMENDMENT TO NON-QUALIFIED
STOCK OPTION AGREEMENTS
This
Amendment (the “ Amendment ”) to any and all
Nonqualified Stock Option Agreements (the “ Agreements
”) by and between Emulex Corporation, a Delaware corporation
(the “ Company ”), and the person named below as
Optionee, is hereby entered into effective January 16, 2009.
All capitalized terms used herein not otherwise defined shall have
the same meanings ascribed to them in the Agreements.
WHEREAS,
Optionee has been granted certain nonqualified options to purchase
shares of the Company’s common stock (the “
Options ”) pursuant to the Company’s 2005 Equity
Incentive Plan (the “ 2005 Plan ”), subject to
the vesting and termination provisions set forth in the
Agreements;
WHEREAS,
Section 4 of the Agreements sets forth the termination
provisions of the Options and provides, inter alia , that
(i) the Options terminate on the expiration of the earliest of
(a) ten years after the Grant Date or, if earlier, the
Termination Date set forth in the Grant Notice or (b) three
months after the date Optionee’s employment with the Company
and its subsidiaries terminates for any reason other than
Disability, death or cause, and (ii) outstanding Options that
are not exercisable at the time Optionee’s employment with
the Company and its subsidiaries terminates for any reason other
than Cause (including death or Disability) shall be forfeited and
expire at the close of business on the date of such
termination;
WHEREAS,
Section 5.1 of the Agreements sets forth the vesting
provisions of the Options, which provide that the Options shall
vest based on the schedule set forth in the Agreement;
WHEREAS,
on November 19, 2008, the Board of Directors of the Company
(the “ Board ”) approved the Change in Control
Retention Plan (the “ Retention Plan ”),
effective November 20, 2008, and on January 15, 2009, the
Compensation Committee of the Board approved amendments to certain
Key Employee Retention Agreements (“ KERAs ”),
effective January 16, 2009, and Optionee is either a
participant in the Retention Plan or party to a KERA;
WHEREAS,
Section 5(a) of the Retention Plan and Section 5(a) of the KERAs,
as amended, provides that upon a Termination Event during a Change
in Control Period (each as defined in the Retention Plan), the
right of a participant to exercise ( i.e. , vest in) stock
options held as of the date of his or her termination of employment
shall be fully accelerated as of such date so that the participant
will have the right to exercise such stock options in full at any
time during its remaining term;
