SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrant þ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |||
þ | Definitive Proxy Statement | |||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
o | Definitive Additional Materials | |||
o | Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 |
QLOGIC CORPORATION
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
1. To elect seven directors to the Board of Directors to serve until our next Annual Meeting or until their successors have been elected and qualified; | |
2. To approve the QLogic Corporation 2005 Performance Incentive Plan; | |
3. To ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending April 2, 2006; and | |
4. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof. |
By Order of the Board of Directors | |
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Michael L. Hawkins | |
Secretary |
Q: | What information is included in these materials? | |
A: | This proxy statement includes information on the nominees for directors and the other matters to be voted on at the meeting. This proxy statement also includes information on the voting process and requirements, the compensation of directors and some of our executive officers, and certain other required information. | |
Q: | What am I being asked to vote on at the meeting? | |
A: | There are three matters scheduled to be voted on at the meeting: | |
(1) The election of seven directors to the Board of Directors, each of whom will serve until our next annual meeting or until their successors are elected and qualified. | ||
(2) The approval of the QLogic Corporation 2005 Performance Incentive Plan. | ||
(3) The ratification of the appointment of KPMG LLP as our independent auditors for fiscal year 2006. | ||
Q: | How does the Board recommend that I vote on each of these matters? | |
A: | Our Board of Directors recommends that you vote your shares: | |
• FOR each of the director nominees (FOR PROPOSAL ONE); | ||
• FOR the approval of the 2005 Performance Incentive Plan (FOR PROPOSAL TWO); and | ||
• FOR ratification of the appointment of KPMG LLP as our independent auditors for fiscal 2006 (FOR PROPOSAL THREE). | ||
Q: | What classes of shares are entitled to vote? | |
A: | Each share of our common stock outstanding on July 1, 2005 (the “Record Date”) is entitled to one vote on all items being voted on at the meeting. On the Record Date, we had 90,696,638 shares of common stock outstanding. |
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Q: | What shares can vote? | |
A: | You can vote all the shares that you owned on the Record Date. These shares include (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a stockbroker, bank or other nominee. | |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? | |
A: | Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially: | |
Stockholder of Record — If your shares are registered in your name with our transfer agent, Computershare Investor Services, LLC, you are considered a stockholder of record with respect to those shares, and you are receiving these proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed a proxy card for you to use. | ||
Beneficial Owner — If your shares are held in a stock brokerage account, by a bank or other nominee (commonly referred to as being held in “street name”), you are considered to be the beneficial owner of those shares, and these proxy materials are being forwarded to you by your broker, bank or nominee as the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares and are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares. | ||
Q: | How do I vote? | |
A: | If you are a stockholder of record, you may vote by one of the following methods: | |
• via the internet, | ||
• by telephone, | ||
• by mail, or | ||
• in person at the Annual Meeting. | ||
If you own your shares in “street name,” that is through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you instructions at the time you receive this Proxy Statement. If you own your shares in this manner, you cannot vote in person at the Annual Meeting unless you receive a proxy to do so from the broker or nominee. | ||
Q: | Can I revoke my proxy? | |
A: | Yes. To revoke your proxy, you must do one of the following before the votes are cast at the meeting: (1) deliver a written notice of your revocation to our Corporate Secretary at our principal executive office, 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656, or (2) execute and deliver a later dated proxy. Alternatively, you can attend the meeting and vote in person. | |
Q: | What does it mean if I get more than one proxy card? | |
A: | It means that you hold shares registered in more than one account. Sign and return all proxies for each proxy card that you get in order to ensure that all of your shares are voted. | |
Q: | What is the quorum requirement for the meeting? | |
A: | For a “quorum” to exist at the meeting, stockholders holding a majority of the votes entitled to be cast by the stockholders entitled to vote generally must be present in person or represented by proxy at the meeting. There must be a quorum for any action to be taken at the meeting (other than postponements or |
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adjournments of the meeting). If you submit a properly executed proxy card, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. If a broker indicates on a proxy that it lacks discretionary authority as to certain shares to vote on a particular matter, commonly referred to as “broker non-votes,” those shares will still be counted for purposes of determining the presence of a quorum at the meeting. | ||
Q: | What is the voting requirement for each of the above matters? | |
A: | In the election of directors, the seven persons receiving the highest number of votes will be elected. For each of the other matters, approval will require the affirmative vote of stockholders holding a majority of those shares present or represented at the meeting and entitled to vote on the matter. If you are a beneficial owner and do not provide the stockholder of record with voting instructions, your shares may constitute broker non-votes (as described in the answer to the previous question) with respect to certain matters. | |
Q: | How can I vote on each of the matters? | |
A: | In the election of directors, you may vote FOR all of the nominees, or your vote may be WITHHELD with respect to one or more of the nominees. For the other matters, you may vote FOR or AGAINST the matter, or you may indicate that you wish to ABSTAIN from voting on the matter. | |
Q: | How are abstentions and broker non-votes treated? | |
A: | Abstentions have the same effect as votes “AGAINST” a matter. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Therefore, broker non-votes will not affect the outcome of any matter at the meeting. | |
Q: | How will the votes be counted? | |
A: | Your shares of common stock will be voted according to your directions on the proxy card. If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board of Directors (FOR all director nominees named in the proxy statement and FOR the other proposals). | |
Q: | Who will count the votes? | |
A: | We have appointed Automatic Data Processing (“ADP”) to act as the inspector of election for the meeting. We believe ADP will use procedures that are consistent with Delaware law concerning the voting of shares, the determination of the presence of a quorum and the determination of the outcome of each matter submitted for a vote. ADP will separately tabulate all votes FOR and AGAINST each matter, all votes WITHHELD in the election of directors, all abstentions and all broker non-votes. | |
Q: | How will voting on any other business be conducted? | |
A: | We do not expect any matters to be presented for a vote at the meeting, other than the matters described in this proxy statement. If you grant a proxy, the officers named as proxy holders, H.K. Desai and Anthony J. Massetti, or their nominees or substitutes, will each have the discretion to vote your shares on any additional matters that are properly presented at the meeting. If, for any unforeseen reason, any of our nominees is not available as a candidate for director, the person named as the proxy holder will vote your proxy for another candidate or other candidates nominated by the Board of Directors. | |
Q: | Who is paying for this proxy solicitation? | |
A: | We will pay the cost of soliciting the proxies. We have retained Georgeson Shareholder Communications Inc. to assist us in the solicitation of proxies. The cost of such services, excluding out-of-pocket expenses, is not expected to exceed $8,000. In addition, the solicitation of proxies may be made in person, by telephone, or by electronic communication by officers, directors and regular employees, who will not be paid additional compensation for these activities. We will send copies of the solicitation material to brokers, fiduciaries and custodians who will forward the material to the beneficial owners of our shares. On request, we will reimburse brokers and other persons representing beneficial owners of shares for their reasonable expenses in forwarding solicitation material to the beneficial owners. |
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• | each director and nominee for director; | |
• | each of the executive officers named in the Summary Compensation Table on page 11 of this proxy statement; and | |
• | all current directors and executive officers as a group. |
Amount and Nature of | ||||||||
Name | Beneficial Ownership | Percent(1) | ||||||
H.K. Desai(2) | 2,177,411 | 2.3 | % | |||||
Joel S. Birnbaum | — | * | ||||||
Larry R. Carter(3) | 164,000 | * | ||||||
James R. Fiebiger(4) | 142,500 | * | ||||||
Balakrishnan S. Iyer(5) | 36,445 | * | ||||||
Carol L. Miltner(6) | 110,733 | * | ||||||
George D. Wells(7) | 141,814 | * | ||||||
Michael J. Knudsen(8) | 148,593 | * | ||||||
Denis R. Maynard(9) | 153,375 | * | ||||||
Anthony J. Massetti(10) | 80,215 | * | ||||||
All Directors and Executive Officers as a group (9 persons)(11) | 3,006,493 | 3.2 | % |
* | Less than 1% of the outstanding shares of our common stock. |
(1) | Based upon 90,696,638 shares of common stock outstanding as of July 1, 2005 and any shares which may be purchased pursuant to stock options that are exercisable by such person on or before August 30, 2005. The number of shares beneficially owned by each director or executive officer is determined under the rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each individual is considered the beneficial owner of any shares as to which the individual has the sole or shared voting power or investment power. Such persons are also deemed under the same rules to beneficially own any shares that they have the right to acquire by August 30, 2005, through the exercise of stock options or similar rights. | |
(2) | Includes 2,165,231 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(3) | Consists of 164,000 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(4) | Includes 140,000 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(5) | Consists of 36,445 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(6) | Includes 105,333 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(7) | Includes 138,000 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(8) | Consists of 148,593 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. | |
(9) | Includes 152,812 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. |
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(10) | Includes 78,217 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. |
(11) | Includes 2,980,038 shares which may be purchased pursuant to stock options that are exercisable on or before August 30, 2005. |
Amount and Nature of | |||||||||
Name and Address | Beneficial Ownership | Percent(1) | |||||||
FMR Corp.(2) | 13,511,102 | 14.9 | % | ||||||
82 Devonshire Street | |||||||||
Boston, Massachusetts 02109 | |||||||||
Barclays Global Investors, N.A.(3) | 9,952,038 | 11.0 | % | ||||||
45 Fremont Street | |||||||||
San Francisco, California 94105 | |||||||||
T. Rowe Price Associates, Inc.(4) | 6,561,661 | 7.2 | % | ||||||
100 East Pratt Street | |||||||||
Baltimore, Maryland 21202 | |||||||||
State Street Bank and Trust Company(5) | 5,605,707 | 6.2 | % | ||||||
225 Franklin Street | |||||||||
Boston, Massachusetts 02110 |
(1) | Based upon 90,696,638 shares of common stock outstanding as of July 1, 2005. The number of shares beneficially owned by each person or entity is determined under the rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any shares as to which the person or entity has the sole or shared voting power or investment power. |
(2) | Based upon information contained in a report on Schedule 13G/ A that FMR Corp. filed with the Securities and Exchange Commission on February 14, 2005 on behalf of itself and affiliated persons and entities. FMR Corp. reports sole voting power with respect to 5,840,113 shares and sole dispositive power with respect to 13,511,102 shares. All of the shares reported as beneficially owned by FMR Corp. have also been reported as beneficially owned by Edward C. Johnson 3d, Chairman of FMR Corp. and owner of 12.0% of the outstanding voting stock of FMR Corp., and Abigail P. Johnson, a director and owner of 24.5% of the outstanding voting stock of FMR Corp. Fidelity Management Trust Company, a wholly owned subsidiary of FMR Corp., is the beneficial owner of 3,404,093 shares reported as beneficially owned by FMR Corp. in its capacity as investment manager for certain institutional accounts. Fidelity Management & Research Company, a wholly owned subsidiary of FMR Corp., is the beneficial owner of 7,690,189 shares reported as beneficially owned by FMR Corp. in its capacity as investment adviser to various investment companies. Fidelity International Limited is the beneficial owner of 2,416,820 shares which are voluntarily reported as beneficially owned by FMR Corp. |
(3) | Based on information contained in a report on Schedule 13G that Barclays Global Investors, N.A. filed with the Securities and Exchange Commission on June 10, 2005 on behalf of itself and affiliated entities. |
(4) | Based upon information contained in a report on Schedule 13G that T. Rowe Price Associates, Inc. filed with the Securities and Exchange Commission on February 14, 2005. These securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, T. Rowe Price Associates is deemed the beneficial owner of such securities; however, T. Rowe Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. |
(5) | Based upon information contained in a report on Schedule 13G that State Street Bank and Trust Company filed with the Securities and Exchange Commission on February 15, 2005. |
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Nominee(1) | Position with QLogic | Age | ||||
H.K. Desai | Chairman of the Board, Chief Executive Officer and President | 59 | ||||
Joel S. Birnbaum(2) | Director | 67 | ||||
Larry R. Carter(3) | Director | 62 | ||||
James R. Fiebiger(2)(4) | Director | 63 | ||||
Balakrishnan S. Iyer(3)(4) | Director | 49 | ||||
Carol L. Miltner(2)(4) | Director | 62 | ||||
George D. Wells(3)(5) | Director | 70 |
(1) | The Nominating and Governance Committee identifies candidates and recommends to the Board of Directors nominees for membership on the Board. Following the recommendation of the Nominating and Governance Committee, the Board of Directors selects the nominees for election as directors at the annual meeting of stockholders. |
(2) | Member of the Nominating and Governance Committee. |
(3) | Member of the Audit Committee. |
(4) | Member of the Compensation Committee. |
(5) | Lead Director for meetings of the independent directors. |
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Name | Position with QLogic | Age | ||||
H.K. Desai | Chairman of the Board, Chief Executive Officer and President | 59 | ||||
Denis R. Maynard | Senior Vice President, Worldwide Sales and Marketing | 46 | ||||
Anthony J. Massetti | Senior Vice President and Chief Financial Officer | 43 |
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Long-Term | |||||||||||||||||||||
Annual | Compensation | ||||||||||||||||||||
Compensation(1) | |||||||||||||||||||||
Securities Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Options/SARs (#)(2) | Compensation ($)(3) | ||||||||||||||||
H. K. Desai | 2005 | 682,564 | 665,000 | 675,000 | 8,676 | ||||||||||||||||
Chairman of the Board, Chief | 2004 | 576,606 | 615,000 | 681,750 | 8,577 | ||||||||||||||||
Executive Officer and President | 2003 | 487,274 | 956,620 | 393,750 | 9,525 | ||||||||||||||||
Michael J. Knudsen | 2005 | 264,429 | 171,879 | 120,000 | 989 | ||||||||||||||||
Senior Vice President/ | 2004 | 228,405 | 175,000 | 70,500 | 888 | ||||||||||||||||
General Manager(4) | 2003 | 219,379 | 265,000 | 97,500 | 794 | ||||||||||||||||
Denis R. Maynard | 2005 | 270,963 | 193,439 | 120,000 | 347 | ||||||||||||||||
Senior Vice President, | 2004 | 218,593 | 166,000 | 73,000 | 296 | ||||||||||||||||
Worldwide Sales and Marketing | 2003 | 210,522 | 290,000 | 100,000 | 198 | ||||||||||||||||
Anthony J. Massetti | 2005 | 193,982 | 126,089 | 120,000 | 5,589 | ||||||||||||||||
Vice President and Chief | 2004 | 172,323 | 75,000 | 35,500 | 5,313 | ||||||||||||||||
Financial Officer(5) | 2003 | 115,618 | 120,500 | 47,000 | 2,988 |
(1) | In accordance with applicable rules of the Securities and Exchange Commission, for fiscal 2003 and 2004, the compensation described in this table does not include perquisites and other personal benefits received by the executive officers that do not exceed $50,000 or 10% of the officer’s salary and bonus disclosed in this table. For fiscal 2005, the annual compensation amount excludes the aggregate incremental cost to the Company of providing the following perquisites: Mr. Desai: $9,000 automobile allowance and $1,500 for tax services; Mr. Knudsen: $6,000 automobile allowance and $538 for tax services; Mr. Maynard: $7,350 automobile allowance and $1,200 for tax services; and Mr. Massetti: $6,000 automobile allowance and $150 for tax services. |
(2) | The amounts in the table represent shares of our common stock covered by stock options granted to the named individual under the QLogic Corporation Stock Awards Plan. |
(3) | This column consists of contributions to the QLogic Corporation Retirement Savings Plan and group term life insurance premiums paid with respect to the named individual. |
(4) | Mr. Knudsen resigned after fiscal 2005 year-end. |
(5) | Mr. Massetti joined us in July 2002. |
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Individual Grants | ||||||||||||||||||||||||
Potential Realizable Value at | ||||||||||||||||||||||||
Number of | % of Total | Assumed Annual Rates of | ||||||||||||||||||||||
Securities | Options | Stock Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise | Option Term ($)(4) | |||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted(1) | Fiscal Year(2) | ($/Share) | Date(3) | 5% | 10% | ||||||||||||||||||
H. K. Desai | 225,000 | 5.9 | % | $ | 28.55 | 06/04/14 | $ | 4,039,862 | $ | 10,237,803 | ||||||||||||||
450,000 | 11.8 | % | $ | 24.50 | 08/24/14 | $ | 6,933,563 | $ | 17,571,011 | |||||||||||||||
Michael J. Knudsen | 50,000 | 1.3 | % | $ | 28.55 | 06/04/14 | $ | 897,747 | $ | 2,275,067 | ||||||||||||||
70,000 | 1.8 | % | $ | 24.50 | 08/24/14 | $ | 1,078,554 | $ | 2,733,268 | |||||||||||||||
Denis R. Maynard | 50,000 | 1.3 | % | $ | 28.55 | 06/04/14 | $ | 897,747 | $ | 2,275,067 | ||||||||||||||
70,000 | 1.8 | % | $ | 24.50 | 08/24/14 | $ | 1,078,554 | $ | 2,733,268 | |||||||||||||||
Anthony J. Massetti | 60,000 | 1.6 | % | $ | 28.55 | 06/04/14 | $ | 1,077,296 | $ | 2,730,081 | ||||||||||||||
60,000 | 1.6 | % | $ | 24.50 | 08/24/14 | $ | 924,475 | $ | 2,342,801 |
(1) | The amounts in the table represent shares of our common stock covered by stock options granted to the named individual under the QLogic Corporation Stock Awards Plan. Each option becomes exercisable on a cumulative basis as to 25% of the option shares one year after the date of grant and as to an additional 6.25% of the option shares each three-month interval thereafter. |
(2) | Options to purchase an aggregate of 3,819,986 shares of common stock were granted to employees, including the above executive officers, during the fiscal year ended April 3, 2005. |
(3) | Options granted have a term of 10 years, subject to earlier termination. |
(4) | These columns present hypothetical future values of the stock obtainable upon exercise of the option net of the option’s exercise price, assuming that the market price of our common stock appreciates at a 5% and 10% compound annual rate over the ten-year term of the options. The 5% and 10% rates of stock price appreciation are presented as examples pursuant to the rules and regulations of the Securities and Exchange Commission and do not necessarily reflect an estimate or projection of our future stock price performance. The potential realizable values presented are not intended to indicate the value of the options. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Shares | Underlying Unexercised | In-the-Money Options at | ||||||||||||||||||||||
Acquired | Options at Fiscal Year End | Fiscal Year End ($)(2) | ||||||||||||||||||||||
on | Value | |||||||||||||||||||||||
Name | Exercise | Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
H. K. Desai | 6,555 | 209,484 | 1,895,075 | 1,243,986 | 5,122,609 | 9,856,838 | ||||||||||||||||||
Michael J. Knudsen | 0 | 0 | 144,531 | 208,469 | 4,375 | 1,700,275 | ||||||||||||||||||
Denis R. Maynard | 43,000 | 309,849 | 103,875 | 211,125 | 97,546 | 1,755,094 | ||||||||||||||||||
Anthony J. Massetti | 0 | 0 | 40,561 | 161,939 | 1,750 | 1,657,150 |
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(1) | Share quantities are presented after giving effect to all of our stock splits and stock dividends. |
(2) | Based on the last sales price of our shares of common stock on April 1, 2005 ($40.32), minus the per share exercise price of the unexercised options, multiplied by the number of shares represented by the unexercised options. The last sales price of common stock on July 1, 2005 was $30.77 per share. |
H.K. Desai. We have an agreement with Mr. Desai under which Mr. Desai is entitled to receive the following payments and benefits in the event that we terminate him without cause or if he is demoted at any time within two years after a change in control of QLogic and Mr. Desai elects to terminate his employment: (1) a severance payment equal to the present value of two times the sum of Mr. Desai’s annual salary plus the highest annual average of any two of his last three annual bonuses; (2) continuation for two years following termination of employment of his health, life insurance, disability income, tax assistance, and executive automobile benefits (reduced to the extent similar benefits are received by him from another employer); and (3) acceleration of vesting of his stock options based on the length of his continued employment following the grant of the option by one year upon a change in control of QLogic and full acceleration of vesting of such exercise right in the event of termination of his employment without cause or because of a demotion within two years after the change in control. |
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Respectfully submitted, | |
Compensation Committee | |
Carol L. Miltner, Chair | |
James R. Fiebiger | |
Balakrishnan S. Iyer |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950137-05-008590/a08679a0867900.gif)
Cumulative Total Return | |||||||||||||||||||||||||||||||
4/2/00 | 4/1/01 | 3/31/02 | 3/30/03 | 3/28/04 | 4/3/05 | ||||||||||||||||||||||||||
QLogic Corporation | 100.00 | 16.61 | 36.55 | 28.21 | 30.94 | 29.76 | |||||||||||||||||||||||||
S&P 500 Index | 100.00 | 78.32 | 78.51 | 59.07 | 79.82 | 85.16 | |||||||||||||||||||||||||
SIC Code Index (Semiconductor & Related Products — 3674) | 100.00 | 39.36 | 44.02 | 23.27 | 37.74 | 31.26 | |||||||||||||||||||||||||
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• | to select participants and determine the type(s) of award(s) that they are to receive; | |
• | to determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award; | |
• | to cancel, modify, or waive our rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents; | |
• | to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards; | |
• | subject to the other provisions of the 2005 Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award; and | |
• | to allow the purchase price of an award or shares of our common stock to be paid in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of our common stock or by |
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a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law. |
• | The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the plan is 20,000,000 shares. | |
• | The maximum number of shares subject to those options and stock appreciation rights that are granted during any calendar year to any individual under the plan is 2,000,000 shares. | |
• | The maximum number of shares that may be delivered pursuant to awards granted under the plan, other than in the circumstances described in the next sentence, is 1,400,000 shares. This limit on so-called “full-value awards” does not apply, however, to (1) shares delivered in respect of stock option grants, and (2) shares delivered in respect of stock appreciation right grants. | |
• | “Performance-Based Awards” under Section 5.2 of the 2005 Plan payable only in cash and not related to shares and granted to a participant in any one calendar year will not provide for payment of more than $5,000,000. |
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Fiscal 2005 | Fiscal 2004 | |||||||
Audit Fees | $ | 601,000 | $ | 246,000 | ||||
Audit-Related Fees | 9,000 | 2,500 | ||||||
Tax Fees | 74,230 | 146,800 | ||||||
All Other Fees | 18,518 | — |
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• | Fees for tax compliance services totaled $5,133 and $18,480 in fiscal 2005 and 2004, respectively. Tax compliance services are services to document, compute and obtain government approval for amounts to be included in tax filings based upon preexisting facts or transactions that have already occurred, and consisted primarily of assistance in preparing federal, state and foreign tax returns. | |
• | Fees for tax consulting services totaled $69,097 and $128,352 in fiscal 2005 and 2004, respectively. Tax consulting services relate to proposed transactions or advice that assists in structuring a transaction to obtain a particular tax result. |
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Audit Committee | |
Balakrishnan S. Iyer, Chair | |
Larry R. Carter | |
George D. Wells |
• | QLogic Corporation Stock Awards Plan | |
• | QLogic Corporation Non-Employee Director Stock Option Plan | |
• | QLogic Corporation 1998 Employee Stock Purchase Plan |
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Number of Securities | ||||||||||||
Remaining Available | ||||||||||||
for Future Issuance | ||||||||||||
Number of Securities to be | Under Equity | |||||||||||
Issued Upon Exercise of | Weighted-Average | Compensation Plans | ||||||||||
Outstanding Options, | Exercise Price of | as of April 3, 2005 | ||||||||||
Warrants and Rights | Outstanding Options, | (Excluding Securities | ||||||||||
as of April 3, 2005 | Warrants and Rights | Reflected in Column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 13,855,244 | (1) | $ | 41.41 | (1) | 4,312,157 | (2) | |||||
Equity compensation plans and other option grants not approved by security holders(3) | 22,500 | $ | 1.11 | — | ||||||||
Total(4) | 13,877,744 | $ | 41.34 | 4,312,157 |
(1) | Does not include options outstanding under our Employee Stock Purchase Plan for the offering period that included April 3, 2005 as the number of shares subject to those options, as well as the exercise price of those options, is indeterminable until the end of the offering period. |
(2) | Of these shares, 2,227,150 were available for additional award grants under the Stock Awards Plan, 424,671 were available for additional award grants under the Director Plan, and 1,660,335 were available for additional purchases under the Employee Stock Purchase Plan. The shares available for awards under the Stock Awards Plan are, subject to certain other limits of the Stock Awards Plan, generally available for any type of award authorized under the Stock Awards Plan including stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards, deferred stock awards, performance unit awards and other stock-based awards. This table does not reflect additional shares that will be available under the 2005 Plan if stockholders approve the 2005 Plan proposal. No new awards will be granted under the Director Plan if stockholders approve the 2005 Plan proposal. |
(3) | Consists of two options, covering an aggregate of 22,500 shares, granted to two individuals outside of one of our stockholder-approved plans. These grants were made in 1996 and have a maximum term of ten years. |
(4) | Does not include options to purchase an aggregate of 379,452 shares, at a weighted-average exercise price of $53.05, granted under plans assumed in connection with certain acquisition transactions. No additional awards may be granted under these assumed plans. |
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By Order of the Board of Directors | |
![]() | |
Michael L. Hawkins | |
Secretary |
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1. | PURPOSE OF PLAN |
2. | ELIGIBILITY |
3. | PLAN ADMINISTRATION |
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(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan; | |
(b) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; | |
(c) approve the forms of award agreements (which need not be identical either as to type of award or among participants); | |
(d) construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan; | |
(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; | |
(f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5; | |
(g) adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6, and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right; | |
(h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); | |
(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7; |
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(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and | |
(k) determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined. |
4. | SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS |
(a) The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 20,000,000 shares. | |
(b) The maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted during any calendar year to any individual under this Plan is 2,000,000 shares. | |
(c) The maximum number of shares of Common Stock that may be delivered pursuant to awards granted under this Plan, other than those described in the next sentence, is 1,400,000 shares. This limit on |
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so-called “full-value awards” does not apply, however, to (1) shares delivered in respect of stock option grants, and (2) shares delivered in respect of stock appreciation right grants. | |
(d) Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3. |
5. | AWARDS |
5.1.1 Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an“ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option, except that in the case of a stock option granted retroactively in tandem with or as a substitution for another award, the per share exercise price may be no lower than the fair market value of a share of Common Stock on the date such other award was granted (to the extent consistent with Sections 422 and 424 of the Code in the case of options intended as incentive stock options). When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5. |
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5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. | |
5.1.3 Stock Appreciation Rights. A stock appreciation right or“SAR” is a right to receive a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised over the fair market value of a share of Common Stock on the date the SAR was granted (the “base price”) as set forth in the applicable award agreement, except that in the case of a SAR granted retroactively in tandem with or as a substitution for another award, the base price may be no lower than the fair market value of a share of Common Stock on the date such other award was granted. The maximum term of an SAR shall be ten (10) years. | |
5.1.4 Other Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash awards granted consistent with Section 5.2 below. |
5.2.1 Class; Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries. The |
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Administrator approving Performance-Based Awards or making any certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based compensation under Section 162(m) of the Code. | |
5.2.2 Performance Goals. The specific performance goals for Performance-Based Awards (other than stock options or SARs intended as a Performance-Based Award) shall be, on an absolute or relative basis, established based on one or more of the following business criteria(“Business Criteria”) as selected by the Administrator in its sole discretion: earnings per share, cash flow (which means cash and cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and investing activities), total stockholder return, gross revenue, revenue growth, operating income (before or after taxes), net earnings (before or after interest, taxes, depreciation and/or amortization), return on equity or on assets or on net investment, cost containment or reduction, the fair market value of a share of Common Stock, or any combination thereof. These terms are used as applied under generally accepted accounting principles or in the financial reporting of the Corporation or of its Subsidiaries. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals (“targets”) must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets. The applicable performance measurement period may not be less than three months nor more than 10 years. | |
5.2.3 Form of Payment; Maximum Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or shares of Common Stock or any combination thereof. The maximum aggregate payment which may be made pursuant to Performance-Based Awards that are payable or relate to shares of Common Stock (including, without limitation, stock options and SARs, whether payable in cash or stock) and that are granted to any one participant in any one calendar year is 2,000,000 shares of Common Stock (or cash of equivalent value at the time of payment), either individually or in the aggregate, subject to adjustment as provided in Section 7.1. The aggregate amount of compensation that may be paid to any one participant in respect of all Performance-Based Awards payable only in cash and not related to shares of Common Stock and granted to that participant in any one calendar year shall not exceed $5,000,000. Awards that are cancelled during the year shall be counted against these limits to the extent permitted by Section 162(m) of the Code. | |
5.2.4 Certification of Payment. Before any Performance-Based Award under this Section 5.2 (other than stock options and SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based Award were in fact timely satisfied. | |
5.2.5 Reservation of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise. | |
5.2.6 Expiration of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code (other than stock options and SARs) shall terminate upon the first meeting of the Corporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this Plan. |
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• | services rendered by the recipient of such award; | |
• | cash, check payable to the order of the Corporation, or electronic funds transfer; | |
• | notice and third party payment in such manner as may be authorized by the Administrator; | |
• | the delivery of previously owned shares of Common Stock; | |
• | by a reduction in the number of shares otherwise deliverable pursuant to the award; or | |
• | subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. |
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5.7.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant. | |
5.7.2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws. | |
5.7.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to: |
(a) transfers to the Corporation, | |
(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, | |
(c) subject to any applicable limitations on ISOs and subject to such rules as the Administrator may adopt, transfers to a family member (or former family member) pursuant to a domestic relations order, | |
(d) if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or | |
(e) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator. |
6. | EFFECT OF TERMINATION OF SERVICE ON AWARDS |
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7. | ADJUSTMENTS; ACCELERATION |
(a) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, or (5) (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards, or | |
(b) make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. |
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(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a“Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of either (1) the then-outstanding shares of common stock of the Corporation (the“Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with Sections (c)(1), (2) and (3) below; | |
(b) Individuals who, as of the Effective Date, constitute the Board (the“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; | |
(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a“Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a“Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 30% of, respectively, the then-outstanding shares of common stock |
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of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or | |
(d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above. |
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8. | OTHER PROVISIONS |
(a) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or |
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(b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment. |
8.6.1 Effective Date. This Plan is effective as of June 9, 2005, the date of its approval by the Board (the“Effective Date”). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan. | |
8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan. | |
8.6.3 Stockholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to stockholder approval. | |
8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2(g). | |
8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6. |
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8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of Delaware. | |
8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect. | |
8.8.3 Plan Construction. |
(a) Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify. | |
(b) Section 162(m). Awards under Section 5.1.4 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as stock options and SARs intended as Performance-Based Awards granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m). |
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PROXY | QLogic Corporation |
Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of the Stockholders – August 23, 2005
H.K. Desai and Anthony J. Massetti, or either of them, are hereby appointed attorneys and proxies of the undersigned, each with the power of substitution, to attend, vote and act for all shares of common stock of QLogic Corporation held of record by the undersigned at the close of business on July 1, 2005 at the Annual Meeting of Stockholders to be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California 92660, at 10:00 a.m., Pacific Daylight Time, on Tuesday, August 23, 2003, and at any postponements or adjournments thereof, in connection therewith to vote all of the shares of common stock which the undersigned would be entitled to vote as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
1. | ELECTION OF DIRECTORS | |||||||
¨ | FOR | ¨ | WITHHOLD AUTHORITY | |||||
all nominees listed below(except as marked to the contrary below) | to vote for all nominees listed below | |||||||
Election of the following nominees as directors: H.K. Desai, Joel S. Birnbaum, Larry R. Carter, James R. Fiebiger, Balakrishnan S. Iyer, Carol L. Miltner and George D. Wells. | ||||||||
(Instructions: To withhold authority to vote for any individual nominee, print that nominee’s name in the space provided below.) | ||||||||
2. | APPROVAL OF THE QLOGIC CORPORATION 2005 PERFORMANCE INCENTIVE PLAN | |||||||
¨FOR | ¨AGAINST | ¨ABSTAIN | ||||||
3. | RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS: | |||||||
¨FOR | ¨AGAINST | ¨ABSTAIN |
In their discretion, on such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
IMPORTANT—PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE DIRECTORS NAMED ON THE REVERSE SIDE OF THIS PROXY, “FOR” THE APPROVAL OF THE QLOGIC CORPORATION 2005 PERFORMANCE INCENTIVE PLAN AND “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.
Date: , 2005 | ||
(Signature of stockholder) | ||
Please sign your name exactly as it appears hereon. Executors, administrators, guardians, officers of corporations and others signing in a fiduciary capacity should state their full titles as such. |
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN
AND RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.