UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No. )

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QLOGIC CORPORATION

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QLOGIC CORPORATION
26650 Aliso Viejo Parkway
Aliso Viejo, CA 92656
(949) 389-6000

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on August 28, 2008

 

To the Stockholders of QLogic Corporation:

 

You are cordially invited to attend the Annual Meeting of Stockholders of QLogic Corporation, a Delaware corporation, which will be held at QLogic’s corporate headquarters, located at 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656, at 10:00 a.m., Pacific Daylight Time, on Thursday, August 28, 2008, to consider and act upon the following matters, all as more fully described in the accompanying Proxy Statement:

 

1. To elect six 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 certain amendments to the QLogic Corporation 2005 Performance Incentive Plan;

 

3. To approve certain amendments to the QLogic Corporation 1998 Employee Stock Purchase Plan, as amended;

 

4. To ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending March 29, 2009; and

 

5. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

 

Stockholders of record of our common stock at the close of business on July 7, 2008, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments thereof.

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 28, 2008. The proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 30, 2008 are available electronically at http://ir.qlogic.com.

 

By Order of the Board of Directors

 

Michael L. Hawkins

Secretary

 

Aliso Viejo, California

July 24, 2008

 

 

 

 

QLOGIC CORPORATION
26650 Aliso Viejo Parkway
Aliso Viejo, CA 92656
(949) 389-6000

 

 

PROXY STATEMENT

 

 

APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO STOCKHOLDERS

July 24, 2008

 

These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of QLogic Corporation, a Delaware corporation, for the Annual Meeting of Stockholders to be held at QLogic’s corporate headquarters, located at 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656, at 10:00 a.m., Pacific Daylight Time, on Thursday, August 28, 2008, and at any postponements or adjournments thereof, for the purposes stated in the Notice of Annual Meeting of Stockholders preceding this Proxy Statement. Unless the context otherwise requires, the terms “us,” “we,” “our,” “QLogic” and the “Company” include QLogic Corporation and its consolidated subsidiaries.

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

 

 

 

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

 

Unless otherwise set forth in the footnotes, the following table sets forth information regarding the beneficial ownership of our common stock as of July 7, 2008 by:

 

 

 

 

 

 

PRINCIPAL STOCKHOLDERS

 

The following table sets forth information regarding the beneficial ownership of our common stock as of July 7, 2008 by each person known by us to beneficially own more than five percent of our common stock:

 

 

 

 

PROPOSAL ONE

 

ELECTION OF DIRECTORS

 

Our Board of Directors has nominated the following six persons to serve as our directors: (1) H.K. Desai, (2) Joel S. Birnbaum, (3) James R. Fiebiger, (4) Balakrishnan S. Iyer, (5) Kathryn B. Lewis, and (6) George D. Wells. If elected, each nominee will continue in office until our next Annual Meeting or until the director’s successor has been duly elected and qualified, or until the earlier of the director’s death, resignation or retirement. Ms. Miltner and Mr. Carter, each current directors, have chosen not to stand for reelection.

 

Each of the nominees for director named above has consented to be named as a nominee in our proxy statement, and we expect that each of the nominees will be able to serve if elected. In the event that any of the nominees for director should become unable to serve if elected, it is intended that the persons named in the enclosed proxy, or their nominee or substitute, will vote your shares FOR the election of a substitute nominee as may be recommended by the Board of Directors.

 

The following table and paragraphs below set forth the names and certain information concerning the six nominees for election to our Board of Directors:

 

 

 

 

Mr. Desai currently serves as our Chairman of the Board and Chief Executive Officer. He joined us in August 1995 as our President and Chief Technical Officer. Mr. Desai was subsequently promoted to President and Chief Executive Officer and became a director in January 1996, and became Chairman of the Board in May 1999. From May 1995 to August 1995, Mr. Desai was Vice President, Engineering (Systems Products) at Western Digital Corporation, a manufacturer of disk drives. From July 1990 until May 1995, Mr. Desai served as Director of Engineering, and subsequently Vice President of Engineering, for QLogic.

 

Dr. Birnbaum has served as a director since February 2005. Dr. Birnbaum has served as a consultant in the technology industry since his retirement from Hewlett-Packard Company in 1999. From 1981 until his retirement in 1999, Dr. Birnbaum held several executive positions with Hewlett-Packard Company, including Senior Vice President for Research and Development and Director of HP Laboratories. Prior to this, Dr. Birnbaum spent 15 years at International Business Machines Corporation (“IBM”) where he last served as Director of Computer Sciences.

 

Dr. Fiebiger has served as a director since February 2000. Dr. Fiebiger is currently a consultant to the semiconductor and the electronic design automation industries. From December 1999 until October 2004, Dr. Fiebiger was Chairman and Chief Executive Officer of Lovoltech, Inc., a fabless semiconductor company specializing in low voltage devices. Dr. Fiebiger served as Vice Chairman of GateField Corporation, a fabless semiconductor company, from February 1999 until the company was sold to Actel Corporation in November 2000. He served as GateField’s President and Chief Executive Officer from June 1996 until February 1999. From

October 1993 until June 1996, he was Managing Director and Chairman of Thunderbird Technologies, Inc., a semiconductor technology licensing company. From December 1987 to September 1993, he was President and Chief Operating Officer of VLSI Technology, Inc. Dr. Fiebiger has also served as Senior Corporate Vice President and Assistant General Manager for Motorola’s Worldwide Semiconductor Sector. Dr. Fiebiger currently serves on the Board of Directors of Mentor Graphics Corp., Actel Corporation, Power Integrations, Inc. and Pixelworks, Inc.

 

Mr. Iyer has served as a director since June 2003.  From October 1998 to June 2003, Mr. Iyer was the Senior Vice President and Chief Financial Officer of Conexant Systems, Inc., a designer, developer and seller of semiconductor system solutions for communications applications. Prior to October 1998, Mr. Iyer served as the Senior Vice President and Chief Financial Officer of VLSI Technology, Inc. Mr. Iyer has held a number of senior finance positions at Advanced Micro Devices, Inc., a semiconductor company. Mr. Iyer currently serves on the Board of Directors of Conexant Systems, Inc., IHS Inc., Invitrogen Corporation, Power Integrations, Inc. and Skyworks Solutions, Inc.

 

Ms. Lewis has served as a director since February 2008. Ms. Lewis is currently Vice Chairman of the Board of Directors of Share Our Selves and THINK Together, both organizations that serve people at risk in Southern California. Until her retirement in 1998, Ms. Lewis held several executive positions with Western Digital Corporation. Most recently, she was President and Chief Operating Officer of Western Digital’s Personal Storage Division.

 

Mr. Wells has served as a director since February 1994. Mr. Wells was President and Chief Executive Officer of Exar Corporation, a manufacturer of analog and mixed-signal integrated circuits, from June 1992 until he retired in October 1996. Before joining Exar, Mr. Wells served as President and Chief Operating Officer of LSI Corporation (formerly LSI Logic Corporation), a manufacturer of HCMOS and BiCMOS application specific integrated circuits, for seven years.

 

BOARD OF DIRECTORS

 

Meetings

 

The Board of Directors held eight meetings during the fiscal year ended March 30, 2008. Each of our directors holding office during the last fiscal year attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and of the total number of meetings of each committee on which the director was a member. Our directors are encouraged to attend our Annual Meeting of Stockholders each year. All of the directors serving at the time of our 2007 Annual Meeting of Stockholders attended the Annual Meeting.

 

Director Independence

 

Our Board of Directors currently consists of eight directors. Our Board of Directors has determined that all of its members (except for Mr. Desai) are independent under the requirements set forth in The NASDAQ Stock Market listing standards.

 

Communications with Board of Directors

 

You may communicate with any director, the entire Board of Directors, or any committee of the Board, by sending a letter to the director, the Board or the committee addressed to: Board of Directors, c/o Lead Director — QLogic Corporation, 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656. The Lead Director or his designee will review all letters, categorize them, and forward them to the appropriate parties.

 

Executive Sessions of Our Independent Directors

 

Our outside directors meet without management present after each regularly scheduled board meeting, but in any case at least two times per year. The Board of Directors has designated Mr. Wells as the Lead Director. As the Lead Director, Mr. Wells is responsible for (i) establishing the agenda for the executive sessions held by our independent directors and acting as chair of those sessions, (ii) polling the other independent directors for agenda items both for regular board meetings and executive sessions of the independent directors and (iii) working with the Chairman of the Board and Chief Executive Officer on the agenda for regular board meetings.

Committees

 

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee.

 

The Audit Committee.  Balakrishnan S. Iyer (Chairperson), Larry R. Carter and George D. Wells are the current members of the Audit Committee. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of The NASDAQ Stock Market listing standards, and is an “audit committee financial expert” as defined by rules adopted by the Securities and Exchange Commission (“SEC”). The Audit Committee held nine meetings during the fiscal year ended March 30, 2008. The Audit Committee operates under a written charter which is available on our website at http://ir.qlogic.com. The Audit Committee selects, engages and reviews the performance of our independent auditors each year. In addition, the Audit Committee approves non-audit services and fees to be paid to the independent auditors. The Audit Committee reports to our Board of Directors with respect to auditing and accounting matters.

 

The Compensation Committee.  Carol L. Miltner (Chairperson), James R. Fiebiger, Balakrishnan S. Iyer and Kathryn B. Lewis are the current members of the Compensation Committee. Our Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of The NASDAQ Stock Market listing standards. The Compensation Committee held seventeen meetings during the fiscal year ended March 30, 2008. The Compensation Committee reviews the performance of our executive officers and reviews the compensation programs for other key employees, including salary and cash incentive payment levels and stock-based compensation grants under our equity compensation plans. The Compensation Committee operates under a written charter which is available on our website at http://ir.qlogic.com. For a description of the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, please see the “Compensation Discussion and Analysis” below.

 

The Nominating and Governance Committee.  James R. Fiebiger (Chairperson), Joel S. Birnbaum, Kathryn B. Lewis and Carol L. Miltner are the current members of the Nominating and Governance Committee. Our Board of Directors has determined that each member of the Nominating and Governance Committee meets the independence requirements of The NASDAQ Stock Market listing standards. The Nominating and Governance Committee held five meetings during the fiscal year ended March 30, 2008. The Nominating and Governance Committee’s principal functions are to identify prospective director nominees and recommend to our Board of Directors nominees for membership on the Board of Directors, to develop and recommend to our Board of Directors the governance principles applicable to the Board of Directors, to oversee the assessment of our Board of Directors, and to recommend to our Board of Directors nominees for each committee. The Nominating and Governance Committee evaluates the performance of the Board and committees on an annual basis, and reviews this information with the full Board of Directors. Following that review, the Nominating and Governance Committee considers the effectiveness of the Board and each committee when deciding whether to re-nominate current Board members. The Nominating and Governance Committee expects normally to be able to identify from its own resources the names of qualified director nominees, but it will accept from stockholders recommendations of individuals to be considered as nominees. Additionally, the Nominating and Governance Committee has in the past used and may continue to use the services of third party search firms to assist in the identification of appropriate candidates. Any stockholder wishing to propose a nominee for consideration by the Nominating and Governance Committee should submit a recommendation in writing to the Secretary of the Company at our principal executive office in accordance with the procedures set forth below. The Nominating and Governance Committee operates under a written charter which is available on our website at http://ir.qlogic.com. In addition, the Nominating and Governance Committee has adopted a Corporate Governance Policy that is available on our website at http://ir.qlogic.com.

 

A stockholder may submit the name of a director candidate for consideration by the Nominating and Governance Committee by writing to the Secretary of the Company at the address set forth on the cover of this proxy statement. The stockholder must submit the following information in support of the candidate: (a) the name, address and telephone number of the stockholder recommending the candidate; (b) a representation that the stockholder submitting the recommendation is a stockholder of record or beneficial owner of shares of stock of the Company; (c) the name and address of the candidate; (d) a description of any arrangement or understanding between the stockholder and the candidate and any other person or persons regarding the submission of the

candidate’s name for consideration; (e) such other information regarding the candidate as the Company would be required to include in a proxy statement filed pursuant to the proxy rules of the SEC if the Board were to nominate the candidate for election as a director; (f) the consent of the candidate to be identified to the board as a candidate for consideration and to be identified in the proxy; and (g) the agreement of the candidate to serve on the board if elected. The Nominating and Governance Committee may request any additional information that it deems relevant in evaluating the background and experience of any candidate.

 

In evaluating a director candidate, the Nominating and Governance Committee will consider the candidate’s independence, character, corporate governance skills and abilities, business experience, training and education, commitment to performing the duties of a director, and other skills, abilities or attributes that fill specific needs of the board or its committees. The committee will use the same criteria in evaluating candidates suggested by stockholders as for candidates suggested by other sources.

 

Director Education

 

The Board of Directors encourages its members to attend specialized training programs on corporate governance and related board topics. Certain members of the Board have participated in board education programs.

 

Compensation of Directors — Fiscal Year 2008

 

The following table presents information regarding the compensation earned during fiscal year 2008 by our non-employee directors. The compensation paid to Mr. Desai, who is also one of our employees, is presented below in the “Summary Compensation Table — Fiscal 2007 and 2008” and the related explanatory tables. Mr. Desai does not receive additional compensation for his service as a director.

 

 

 

 

 

 

Director Compensation

 

Compensation for non-employee directors during fiscal year 2008 consisted of a quarterly retainer, fees for attending meetings in excess of a specified number, and annual equity awards.

 

Quarterly Retainer Fees and Meeting Fees.  Prior to July 1, 2008, each of our non-employee directors received a quarterly retainer of $11,250 for serving as a member of the Board of Directors and additional quarterly retainer fees as set forth below for serving as a chairperson and/or a member of one or more committees of the Board of Directors:

 

 

For each meeting of the Board of Directors in excess of nine per fiscal year, members of the Board of Directors are entitled to an additional fee of $1,500 for attendance in person and $750 for participation by telephone. For each Audit Committee meeting in excess of twelve per fiscal year, Compensation Committee meeting in excess of five per fiscal year, and Nominating and Governance Committee meeting in excess of four per fiscal year, committee members (including committee chairs) are entitled to an additional fee of $1,000 for attendance in person and $500 for participation by telephone. During fiscal year 2008, there were eight meetings of the Board of Directors, nine meetings of the Audit Committee, seventeen meetings of the Compensation Committee, and five meetings of the Nominating and Governance Committee.

The Board of Directors has approved adjustments to quarterly retainer fees and meeting fees. The Board determined that the quarterly retainer would remain $11,250, but effective as of July 1, 2008, each of our non-employee directors will receive the following quarterly retainer fees for serving as a chairperson and/or a member of one or more committees of the Board of Directors:

 

 

In addition, the threshold number of Compensation Committee meetings has been increased from five per fiscal year to ten per fiscal year, effective as of July 1, 2008. All meeting fee amounts remain the same as described above.

 

Directors who are employees of QLogic receive no additional compensation for serving on the Board of Directors. Directors are entitled to reimbursement for out-of-pocket expenses in connection with attendance at all Board and Committee Meetings.

 

Stock Awards.  The QLogic Corporation 2005 Performance Incentive Plan, as amended (the “2005 Plan”), currently provides that each non-employee director will automatically be granted an option to purchase 50,000 shares of common stock when he or she is first appointed or elected to the Board. The 2005 Plan also currently provides that thereafter, on the date of each Annual Meeting at which directors are elected, the director will automatically be granted an additional option to purchase 16,000 shares of common stock and an award of 3,000 RSUs (or, in the case of a non-employee Chairman of the Board, an option to purchase 50,000 shares of common stock and an award of 8,000 RSUs) if the director is reelected at that Annual Meeting. The per share exercise price of each option granted to our non-employee directors equals the fair market value of a share of our common stock on the grant date. For these purposes, the fair market value is equal to the closing price of a share of our common stock on the applicable grant date. These stock options have maximum ten-year terms and generally become exercisable in annual installments over a three-year period following the date the option is granted if the director to whom the option is granted is still a member of our Board of Directors on the applicable vesting date. The RSUs are subject to the same vesting schedule as the options and are settled in an equivalent number of shares of common stock upon vesting.

 

On August 23, 2007, in accordance with the 2005 Plan provisions described above, we granted an option to purchase 16,000 shares of common stock at a per share exercise price of $12.37 and an award of 3,000 RSUs to each of Messrs. Birnbaum, Carter, Fiebiger, Iyer and Wells, and to Ms. Miltner. On February 12, 2008, we granted an option to purchase 50,000 shares of common stock at a per share exercise price of $15.06 to Ms. Lewis in connection with her appointment to the Board of Directors.

 

As described in Proposal Two below, stockholders are being asked to approve certain amendments to the 2005 Plan. Among other changes, these amendments would eliminate the automatic director grant provisions of the 2005 Plan and give the Board of Directors or the Compensation Committee flexibility to determine the types of awards and grant levels for award grants to be made to non-employee directors. The Board of Directors has adopted a program under the 2005 Plan which provides that, commencing with the grants to be made in conjunction with the 2008 Annual Meeting and subject to stockholder approval of the 2005 Plan amendments, grants to our non-employee directors will be determined by reference to the equity compensation for non-employee directors of our peer group of companies, with grants being targeted at the 75th percentile of the peer group. The peer group of companies would be the same peer group used by the Compensation Committee to evaluate executive compensation, as identified below in the section entitled “Compensation Discussion and Analysis.” The purpose of this change is to more closely align non-employee director compensation with the philosophy used in establishing compensation for executive officers.

Under the proposed new director grant program, the number of equity securities to be granted to each non-employee director reelected at the Annual Meeting each year would generally be determined as follows:

 

 

The new program also provides that grants made to non-employee directors upon their initial election or appointment to the Board of Directors will be determined in a similar manner, with a target value being determined at the 75^th percentile of the grants made by the peer group to their newly elected or appointed non-employee directors and then allocated 100% to a non-qualified stock option grant in the case of the initial grant and allocated 35% to a restricted stock unit award and 65% to a nonqualified stock option grant in the case of the annual grant.

 

In all other respects, the restricted stock units and stock options granted to the non-employee directors would be subject to the same vesting and other terms described above. Under the new program, the Board of Directors and the Compensation Committee will have the discretion to modify the program for determining award grants for non-employee directors from time to time without stockholder approval.

 

The Compensation Committee has established, subject to stockholder approval of the 2005 Plan amendments described below, target values under the new program for grants of restricted stock unit awards and nonqualified stock options to be made to non-employee directors who are reelected at the 2008 Annual Meeting. The target value for the grants to continuing non-employee directors is $95,305. The exact number of shares to be subject to each restricted stock unit award and nonqualified stock option will be determined based on the closing price of our common stock on the date of the 2008 Annual Meeting and, in the case of the options, using the Black — Scholes or similar valuation method used by the Company in valuing its options for financial statement purposes.

 

Vote Required for Proposal One

 

The six director nominees receiving the highest number of votes cast at the meeting will be elected to our Board of Directors to serve until our next Annual Meeting of Stockholders or until their successors are elected and qualified, or until the earlier of the director’s death, resignation, removal or retirement. Proxies cannot be voted for more than six nominees for director. Unless authority to vote for directors has been withheld in the proxy, the persons named in the enclosed proxy, or their nominee or substitute, intend to vote at the meeting for the election of the six director nominees.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

 

EXECUTIVE OFFICERS

 

The following table and paragraphs set forth the names of and certain information concerning our current executive officers:

 

 

For information on the business background of Mr. Desai, see “Proposal One — Election of Directors” above.

 

Mr. Biddiscombe joined us in April 2008 as our Senior Vice President and Chief Financial Officer. Mr. Biddiscombe served as Senior Vice President, Chief Financial Officer and Treasurer of Mindspeed Technologies, Inc., a semiconductor company, from June 2003 until April 2008, and as Secretary from April 2004 until April 2008. Mr. Biddiscombe previously served as the Vice President, Finance, and Controller of the internet infrastructure business of Conexant Systems, Inc. from December 2000 to June 2003. He was the Senior Vice President and Chief Financial Officer from May 1999 to December 2000 and the Chief Operating Officer from May 2000 to December 2000 of Wyle Electronics, a distributor of semiconductor products.

 

Mr. Klein joined us in February 2001 and has held a variety of field marketing and business unit marketing positions. He was promoted to Vice President, General Manager, Computer Systems Group in August 2006, and to Vice President, General Manager, Host Solutions Group, in February 2007. From 1997 to January 2001, Mr. Klein held various positions at CMD Technology, most recently as Vice President, Marketing. Prior to 1997, Mr. Klein held various positions at Unisys Corporation and Burroughs Corporation.

 

Mr. Parker joined us in May 2004 as Senior Director of Marketing, Switch Products Group, and was promoted to Vice President of Marketing, Switch Products Group in June 2005, Vice President, General Manager, Switch Products Group, in December 2006, and Vice President, General Manager, Network Solutions Group, in February 2007. Prior to May 2004, Mr. Parker was at Intel Corporation in various roles in engineering, marketing, investment strategies, and business development. Mr. Parker’s last role at Intel was Director of Marketing for the Intel Server Group.

 

Code of Ethics

 

We have adopted and implemented a Business Ethics Policy (the “Code of Ethics”) that applies to all Company officers, employees and directors. The Code of Ethics operates as a tool to help our officers, employees and directors understand and adhere to the high ethical standards we expect. The Code of Ethics is available on our website at http://ir.qlogic.com. Stockholders may also obtain copies at no cost by writing to the Secretary of the Company.

 

COMPENSATION DISCUSSION AND ANALYSIS

 

This section contains a discussion of the material elements of compensation earned by or paid to our principal executive officer, two individuals who served as principal financial officer during fiscal year 2008, our three other most highly compensated executive officers for fiscal year 2008, and one other former executive officer. These individuals are listed in the “Summary Compensation Table — Fiscal 2007 and 2008” below and are referred to in

this proxy statement as the “named executive officers.” The discussion below describes our procedures for setting compensation for our named executive officers generally. Except as noted below, this discussion generally does not apply to Mr. Benck, whose compensation was established pursuant to an employment agreement entered into in April 2007 and who terminated employment with us in March 2008, and Mr. Naylor, who served as our interim Chief Financial Officer from January 25, 2008 through April 22, 2008.

 

QLogic Corporation’s 2008 Compensation Discussion and Analysis addresses the following topics:

 

 

 

 

 

 

 

 

 

 

Governance of Executive Officer Compensation Programs

 

Role of the Compensation Committee

 

The Compensation Committee of our Board of Directors (the “Compensation Committee”) has overall responsibility for approving and evaluating our executive officer compensation plans, policies and programs. The overarching objective of the Compensation Committee is to use compensation to align the interests of executive officers with the long-term interests of our stockholders. The compensation programs for our executive officers are designed to attract, motivate and retain talented executives responsible for the success of the Company, and are determined within a competitive framework and based on the achievement of both Company and individual performance goals, as well as experience of the individual in the position and consistency of performance.

 

The Compensation Committee has the following responsibilities:

 

 

 

The Compensation Committee operates under a charter that further outlines the specific authority, duties and responsibilities of the Compensation Committee. The charter is available on our website at http://ir.qlogic.com.

 

Each person who served on the Compensation Committee during fiscal year 2008 met The NASDAQ Stock Market’s requirements for independence as well as the applicable requirements under Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code.

 

Process for Evaluating Executive Officer Performance and Compensation

 

In general, the process for making decisions relating to compensation for named executive officers begins prior to the end of the Company’s fiscal year. During February or March of each year the Compensation Committee will work with its compensation consultant to define the scope of the consultant’s engagement and to discuss any changes in information being requested by the Compensation Committee. During April and early May of each year, the Company finalizes financial information for the just completed fiscal year, and makes that information available to the Compensation Committee. The Compensation Committee typically schedules an extended meeting in mid-May to review the Company’s actual performance against annual cash incentive plan objectives, to discuss individual executive performance and to discuss incentive plan payouts. The Compensation Committee also discusses equity awards that may be granted to named executive officers. An additional meeting is held several weeks later at which the Compensation Committee typically makes final compensation decisions with respect to named executive officer compensation, including chief executive officer compensation.

 

The Compensation Committee engages the services of outside advisors to assist the Compensation Committee. During fiscal year 2008, the Compensation Committee retained Compensia, Inc., an independent consulting company, to provide advice and information relating to executive and director compensation. Compensia assisted the Compensation Committee in the evaluation of executive base salary, annual cash incentive and equity incentive levels. Compensia reports directly to the Compensation Committee. From time to time, the Compensation Committee may direct its advisor to work with our Human Resources Department to support management and the Compensation Committee in matters such as: (i) identification of the companies that will serve as the Company’s peer group for purposes of benchmarking the Company’s executive compensation levels (as discussed below); (ii) analysis of our executive compensation programs and levels relative to our peer group companies; and (iii) advising on the design of cash-based incentives and equity awards for our executive officers.

Executive Compensation Philosophy and Framework

 

Compensation Objectives

 

Our executive compensation policies are designed to attract, retain and reward executives who contribute to our success. Our executive compensation program is designed to achieve four primary objectives:

 

 

Target Pay Position/Mix of Pay

 

We use a combination of base salary, annual pay-for-performance cash incentive payments, which are dependent on Company performance for the period, and long-term equity grants to achieve these objectives. Each of these components is discussed in greater detail below under “Executive Officer Compensation Decisions.”

 

Compensation Mix Targets

 

 

 

 

Our strategy for executive officer compensation has been to examine market compensation practices and target the 45^th to 55^th percentile of the market for base salary, the 50^th to 60^th percentile for total cash compensation (base salary plus annual cash incentive), the 75^th percentile for equity compensation, and the 55^th to 65^th percentile for total direct compensation (total cash and equity).

 

The Compensation Committee has historically approved compensation levels for executive officers above and below the target pay position, based on individual performance, experience in the position, consistency of performance, our financial performance and compensation for similar positions at companies we compete with for executive talent.

 

Target cash compensation for named executive officers typically includes annual incentive pay targets equal to between 40% and 100% of base salary compensation.

 

Compensation Benchmarking

 

For fiscal year 2008, the Compensation Committee examined the compensation practices of a peer group of individual companies and three industry surveys to assess the competitiveness of executive officer compensation practices and levels. The peer group of individual companies and the three surveys are collectively referred to in this discussion as the “market.” The fiscal year 2008 peer group of 18 companies included primarily semiconductor and storage device companies that were similar to the Company in business strategy or represented business or labor

market competitors, including smaller and larger companies. The surveys used in the analysis were compensation surveys that focus on high technology companies. The Compensation Committee uses multiple sources of benchmarking information to more accurately map compensation benchmarking data by position in the market to positions at the Company. When considering the competitiveness of executive officer compensation levels, the Compensation Committee reviews the compensation of each executive officer against the available data for similarly situated executives at other companies.

 

The peer companies used by the Compensation Committee for its comparison in fiscal year 2008 were as follows:

 

 

The peer group is reviewed annually by the Compensation Committee and adjustments are made as necessary to help ensure the group continues to properly reflect the market in which we compete for talent. The Compensation Committee also annually reviews the executive pay practices of other similarly-situated companies as reported in industry surveys and reports from compensation consulting firms. This information is considered when making recommendations for each element of compensation.

 

The Compensation Committee believes that the peer group companies form a reasonable basis for benchmarking executive officer compensation. The following chart reflects QLogic’s rankings within the peer group in May 2007, at the time the benchmarking data was used, QLogic compared favorably to the peer group:

 

 

Our strategy for executive officer compensation has been to examine market compensation practices and target the 45^th to 55^th percentile of the market for base salary, the 50^th to 60^th percentile for total cash compensation (base salary plus annual cash incentive), the 75^th percentile for equity compensation, and the 55^th to 65^th percentile for total direct compensation (total cash and equity). We believe that our increased weighting of equity compensation aligns the interests of our executive officers with those of our stockholders in order to achieve and sustain long-term stock price growth.

 

The Compensation Committee has historically approved compensation levels for individual executive officers above and below the target levels identified above, based on the executive’s individual performance, experience in the position, consistency of performance, as well as our financial performance and compensation paid to executives in similar positions at companies we compete with for executive talent.

 

Executive Officer Compensation Decisions

 

Base Salary

 

Base salaries are used to attract, motivate and retain highly qualified executives. Base salary, which is determined by the level of responsibility, experience in the position, expertise of the employee, and competitive conditions in the industry, is the primary fixed cash compensation component in the executive pay program.

 

The Compensation Committee believes that increases to base salary should reflect the individual’s performance for the preceding year and his or her pay level relative to similar positions in our market, taking performance

into account, as well as internal equity with respect to the rest of the executive team. Base salary increases also reflect anticipated future contributions of the executive.

 

In making its base salary decisions for fiscal year 2008 for the executive officers (other than Mr. Desai), the Compensation Committee considered Mr. Desai’s recommendations in addition to the market data described above and its own assessment of the executive’s individual performance. In determining Mr. Desai’s base salary, the Compensation Committee reviewed competitive analyses developed by its outside consultant and made compensation recommendations that were approved by our full Board in May 2007. Base salary increases were effective in June 2007.

 

The following table shows the annual base salaries for our named executive officers for fiscal year 2007 and fiscal year 2008 and the percentage increase.

 

 

 

 

After the adjustments to base salary set forth above, the Compensation Committee’s compensation consultant advised the Compensation Committee that the base salary of the Chief Executive Officer was approximately in the 80^th percentile relative to the market and the base salaries of the other named executive officers (excluding Messrs. Benck and Naylor) were between approximately the 45^th and 65^th percentiles relative to the market.

 

Annual Cash Incentive

 

Our annual cash incentive program is a variable element of our executive compensation program designed to reward executives for achieving key operational and financial goals that we believe will provide the foundation for creating longer-term stockholder value. We use the annual cash incentive program to reward the contribution of the executive officers toward the achievement of key corporate objectives. Target incentive opportunities for fiscal year 2008 was 100% of base salary for the Chief Executive Officer and ranged from 50% to 55% of base salary for the other executive officers (excluding Messrs. Benck and Naylor). The Compensation Committee’s compensation consultant advised the Compensation Committee that these target incentive opportunities were at approximately the 60^th percentile relative to the market for the Chief Executive Officer and approximately the 55^th percentile relative to the market for the other executive officers (excluding Messrs. Benck and Naylor). The actual incentive amounts awarded to executive officers may exceed the target incentives based on the Compensation Committee’s assessment of overall corporate performance and individual performance. In addition, the Compensation Committee retains the authority to award special bonuses based on achievement of specified objectives.

 

At the beginning of each year, the Board of Directors approves specific performance goals for the upcoming year for purposes of our annual cash incentive plan. In addition to traditional measures of corporate performance, such as revenue and profit performance, the Compensation Committee emphasizes other indicators of performance, including design wins, customer satisfaction and individual performance, and approves associated weightings. Individual business units executives are also measured against specific business unit goals.

The Compensation Committee believes that the design of the annual cash incentive plan is appropriate for driving the optimal mix of long-term and short-term goal achievement within an industry typified by long product development cycles. The fiscal year 2008 plan included a minimum corporate revenue threshold. Payment of the annual cash incentive to the named executive officers was conditioned upon achieving the minimum revenue threshold.

 

For the Company’s executive officers, the corporate and business unit component makes up 75% of the annual cash incentive compensation, while the individual performance component makes up 25% of the annual cash incentive compensation. The corporate and business unit component is further broken up into targets related to design wins, corporate/business unit revenue, corporate/business unit profit and customer satisfaction. The Compensation Committee approved the percent of goal achieved for each corporate and business unit goal, along with the overall percent of corporate and business unit goal achievement for purposes of incentive plan payouts. The Compensation Committee believes that the targets set for incentive compensation can be achieved only if the Company performs exceptionally well in a given fiscal year.

 

The Compensation Committee determined that the corporate and business unit performance objectives for fiscal year 2008 were achieved at aggregate levels between 94% and 95% of target depending on the organization or business unit. The Chief Executive Officer presented his recommendations for incentive payments to executive officers, based on their individual performance and the performance of the Company against the incentive plan objectives for fiscal year 2008. The Compensation Committee reviewed these recommendations, and approved incentive payouts to the named executive officers other than Mr. Desai as listed in the “Summary Compensation Table — Fiscal 2007 and 2008” below. At the same time, the Compensation Committee recommended to the Board the incentive compensation for Mr. Desai, based upon corporate and individual performance. In addition, the Compensation Committee created a pool of funds that the Chief Executive Officer could allocate based on exceptional individual contributions to the Company during the previous year. For fiscal year 2008, annual cash incentive compensation payments to named executive officers ranged from 73% to 112% of target compensation.

 

The Compensation Committee’s compensation consultant advised the Compensation Committee that the approved annual cash incentive payments resulted in total cash compensation at approximately the 80^th percentile relative to the market for the Chief Executive Officer and between approximately the 50^th and 60^th percentiles for the other named executive officers (excluding Messrs. Benck and Naylor).

 

Equity Compensation: Overview

 

Equity is a key element of executive compensation that aligns the interests of executive officers with stockholders. We have traditionally used stock options to balance the dual objectives of long-term value creation for stockholders and retention of qualified key employees. Beginning in fiscal year 2007, we began to use a combination of stock options and restricted stock units to balance these goals. The Compensation Committee believes that these equity vehicles best support the following objectives: (i) support the Company’s executive/employee attraction and retention initiatives; (ii) provide the appropriate incentive to executives and employees to create long-term stockholder value; and (iii) serve the best interests of our stockholders.

 

We believe that stock options are truly performance based in that executives do not receive any benefit unless the Company’s stock price increases (creating more stockholder value) after the option is granted. Restricted stock units have a greater retentive value as they generally have value regardless of stock price volatility, and the Compensation Committee believes their use is consistent with market practice. In addition to the Company’s equity stock option and restricted stock unit programs, executives are allowed to participate in the Company’s employee stock purchase plan on the same terms as other employees of the Company.

 

The Compensation Committee feels that long-term equity incentives should provide significant motivation and upside, and grants for named executive officers are generally targeted at the 75^th percentile of our market. We believe this is an appropriate way to align the interests of our named executive officers with those of our stockholders in order to achieve and sustain long-term stock price growth.

We are sensitive to stockholder concerns about stock usage. As a consequence, management and the Compensation Committee have taken the following steps to manage the Company’s equity compensation program:

 

 

Equity Compensation: Fiscal 2008 Awards

 

For fiscal year 2008, between approximately 60% and 70% of our executives’ equity awards (as measured by value) were delivered in the form of stock options and the remainder were delivered in the form of restricted stock units. The grant sizes of long-term incentives are based upon factors such as comparable equity compensation offered by other technology companies, the experience of the executive, prior grants, performance (as measured by a broad set of financial metrics, including, among others: revenue, operating margin, net income, earnings per share and cash flow) during the preceding fiscal year, and the contribution that the executive is expected to make to the Company in the future.

 

See the table entitled “Grants of Plan-Based Awards in Fiscal Year 2008” below for information on the fiscal year 2008 equity awards granted to the named executive officers.

 

Benefits and Perquisites

 

Other than our 401(k) plan, we do not provide pension arrangements or post-retirement health coverage for our executive officers or employees. In general, our executive officer benefits programs are the same as those available to all employees, with the exception of our executive physical program (which provides for an annual physical exam for each named executive officer paid for by the Company). The Company pays the regular monthly membership dues at a country club used by Mr. Desai, which is primarily used for business purposes. The benefits provided to each named executive officer in fiscal year 2008 are reported in the “Summary Compensation Table — Fiscal 2007 and 2008” below.

 

Post-Employment Obligations

 

During fiscal year 2007, we entered into change in control severance agreements with Messrs. Desai and Massetti, and during fiscal year 2008 we entered into a change of control severance agreement with Mr. Benck. These agreements provide severance benefits to these executives should their employment with us terminate in certain circumstances in connection with a change in control of the Company. The agreements with Messrs. Benck and Massetti terminated on the termination of their employment with the Company.

 

Should the possibility of a change in control of the Company arise, the Compensation Committee believes that certain executives may be called upon to assess the potential transaction, advise the Board of Directors and management as to whether the transaction would be in the best interests of the Company and its stockholders and take such other actions as the Board might determine to be appropriate in addition to their regular duties. The Company believes that it is imperative that the Company and the Board be able to rely upon these executives to continue in their positions and carry out their duties without concern that they might be distracted by the personal uncertainties and risks created by the possibility of a change in control.

As described in more detail below under “Potential Payments Upon Termination or Change In Control,” the severance benefits under these agreements will be paid only if the executive’s employment is terminated by the Company without cause or by the executive with good reason during the period beginning six months before and ending 24 months after a change in control. The Company believes that it is appropriate, and serves the purpose of these agreements, to extend the protections provided by these benefits to employment terminations that occur a short time before a change in control, and/or occur as a result of materially adverse changes to the terms of the executive’s employment with the Company.

 

These agreements also provide that the executive will be reimbursed for the full amount of any excise taxes imposed on their severance payments and any other payments under Section 4999 of the Internal Revenue Code. We provide these executives with a “gross-up” for any parachute payment excise taxes that may be imposed because we determined the appropriate level of change in control severance protections for each executive without factoring in the adverse tax effects on the executive that may result from these excise taxes. The excise tax gross-up is intended to make the executive whole for any adverse tax consequences they may become subject to under the tax law and to preserve the level of change in control severance protections that we have determined to be appropriate. We believe this protection is a reasonable part of the compensation package for these executives and generally consistent with industry practice.

 

Total Compensation/Tally Sheets

 

We believe we are fulfilling our compensation objectives and in particular, rewarding executive officers in a manner that supports our strong pay-for-performance philosophy. Executive compensation is tied directly to our performance and is structured to ensure that there is an appropriate balance between our long-term and short-term performance, and also a balance between our operational and financial performance and stockholder return. The Compensation Committee’s compensation consultant advised the Compensation Committee that the total pay position in fiscal year 2008 was at approximately the 76^th percentile relative to the market for the Chief Executive Officer and was at approximately the 50^th percentile for the other named executive officers (excluding Messrs. Benck and Naylor). The average resulting pay mix for fiscal year 2008 for the named executive officers (other than Messrs. Benck and Naylor) was 24% in base salary, 17% in annual cash incentive payments and 59% in equity grant value. Our 2008 financial performance relative to the peer group of individual companies exceeded the 95^th percentile with respect to non-GAAP operating income as a percentage of revenue, non-GAAP net income as a percentage of revenue and GAAP free cash flow as a percentage of revenue. Based on our track record of strong performance relative to industry peers and the stated compensation objectives, the Compensation Committee believes the average target pay position relative to market and pay mix are reasonable and appropriate.

 

Compensation tally sheets for each of the named executive officers were prepared by outside advisors, and reviewed by the Compensation Committee in fiscal year 2008. These tally sheets affixed dollar amounts to all components of the named executive officers’ compensation, including current pay (salary and annual cash incentive), outstanding equity awards, benefits, perquisites and potential change-in-control severance payments. The Compensation Committee reviews tally sheets at least on an annual basis.

 

Employment Agreement with Mr. Benck

 

In April 2007, the Compensation Committee approved an employment agreement with Mr. Benck that established his base salary, target annual cash incentive and equity awards for fiscal year 2008. The agreement also included severance terms in the event that Mr. Benck’s employment with the Company did not continue beyond the one year term of the agreement. The employment terms set forth in the agreement (including the $260,000 sign-on bonus) were negotiated terms that considered Mr. Benck’s tenure and position at his prior employer, as well as the unvested portion of his long term incentives at his prior employer. The Compensation Committee also reviewed market data provided by the Compensation Committee’s compensation consultant to evaluate the proposed terms of Mr. Benck’s employment. The market data included survey and proxy data of high technology companies of similar revenue size. Mr. Benck’s base salary approximated the 60^th percentile and his target bonus approximated the 50^th percentile based on the market data reviewed.

Compensation Arrangements for Mr. Naylor

 

No changes were made to Mr. Naylor’s base salary or annual cash incentive target when he was appointed interim Chief Financial Officer. The Compensation Committee approved a special $15,000 bonus for Mr. Naylor in recognition of his contributions as interim Chief Financial Officer.

 

Other Considerations

 

Equity Grant Practices

 

The Compensation Committee approves all equity grants to our executive officers. Our general practice is to approve annual stock option grants and restricted stock awards at the May or June Compensation Committee/Board meeting, the date of which is set approximately one year in advance. The Compensation Committee and our Board selected this meeting to approve annual equity grants because it coincides with: (i) the Committee/Board review of prior year Company and individual performance; and (ii) the approval of other executive officer compensation decisions. Awards for newly hired employees are typically granted at the next Compensation Committee meeting that follows the hire date.

 

Tax Considerations

 

Federal income tax law prohibits publicly held companies from deducting certain compensation paid to a named executive officer (other than a chief financial officer) that exceeds $1 million during the tax year unless it is based on achieving pre-established performance measures that are set by the Compensation Committee pursuant to a plan approved by the Company’s stockholders (“performance-based compensation”).

 

While the Compensation Committee considers the deductibility of compensation paid to its named executive officers, the Compensation Committee retains the flexibility necessary to provide total compensation in line with competitive practice, our compensation philosophy, and the interests of stockholders. We therefore may pay compensation to our named executive officers that may not be deductible for Federal income tax purposes. The stock options granted under our stock plan are intended to meet the criteria for performance-based compensation; however, restricted stock units that are subject only to time-based vesting requirements generally do not satisfy those requirements.

 

For fiscal year 2008, Mr. Desai was our only named executive officer whose compensation exceeded the deductibility limit of Federal income tax laws.

 

Chief Executive Officer Compensation Trends

 

In an effort to better align the compensation of the Chief Executive Officer with the Compensation Committee’s stated target ranges, the Compensation Committee has adjusted the compensation of the Chief Executive Officer over the last three fiscal years as set forth below:

 

 

The Compensation Committee’s compensation consultant advised the Compensation Committee that the equity awards to the Chief Executive Officer in fiscal year 2009 approximated the 75^th percentile of the market.

 

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

 

The Compensation Committee has certain duties and powers as described in its charter. The Compensation Committee is currently composed of the four non-employee directors named at the end of this report, each of whom is independent as defined by The NASDAQ Stock Market listing standards.

 

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in this proxy statement.

 

The Compensation Committee

 

Carol L. Miltner, Chair
James R. Fiebiger
Balakrishnan S. Iyer
Kathryn B. Lewis

 

The information contained in the above report shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference in any future filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent specifically incorporated by reference therein.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

The Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during all of fiscal year 2008, except for Ms. Lewis who was appointed to the committee on April 4, 2008. No member of the Compensation Committee is or has been an executive officer of the Company or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity that has or has had one or more executive officers who served as a director or member of the Compensation Committee during the fiscal year ended March 30, 2008.

SUMMARY COMPENSATION TABLE — FISCAL 2007 AND 2008

 

The following table presents information regarding compensation earned by or paid to our “named executive officers” for our fiscal years 2007 and 2008. The position set forth in the table for each person is his current position with us unless we indicate otherwise.

 

 

 

 

 

Compensation of Named Executive Officers

 

The “Summary Compensation Table — Fiscal 2007 and 2008” above quantifies the value of the different forms of compensation earned by or awarded to our named executive officers for fiscal year 2008. The “Summary Compensation Table — Fiscal 2007 and 2008” includes fiscal year 2007 information for those named executive officers who were also named executive officers in fiscal year 2007. The primary elements of each named executive officer’s total compensation reported in the table are base salary, an annual cash incentive, and long-term equity incentives consisting of RSU awards and stock options. Named executive officers also earned the other benefits listed in the “All Other Compensation” column of the “Summary Compensation Table — Fiscal 2007 and 2008,” as further described in footnotes (2), (3), (6) and (8) to the table. We generally do not have employment agreements with our named executive officers. During fiscal year 2008, we entered into an employment agreement with Mr. Benck as described in the “Compensation Discussion and Analysis” above. A description of the severance payments QLogic agreed to pay Mr. Benck can be found below under the section entitled “Potential Payments Upon Termination or Change in Control.”

 

The “Summary Compensation Table — Fiscal 2007 and 2008” should be read in conjunction with the tables and narrative descriptions that follow. The “Grants of Plan-Based Awards in Fiscal Year 2008” table below, and the

accompanying description of the material terms of the RSU awards and stock options granted in fiscal year 2008, provides information regarding the equity incentives awarded to our named executive officers in fiscal year 2008. The “Outstanding Equity Awards at End of Fiscal Year 2008” and “Option Exercises and Stock Vested — Fiscal Year 2008” tables below provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards.

 

Grants of Plan-Based Awards in Fiscal Year 2008

 

The following table sets forth information regarding the plan-based awards that we granted during fiscal year 2008 to each of our named executive officers.

 

 

 

 

Description of Plan-Based Awards

 

Each of the awards reported in the “Grants of Plan-Based Awards in Fiscal Year 2008” table above was granted under, and is subject to, the terms of the 2005 Plan.

 

Our Compensation Committee administers the 2005 Plan. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes making

required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a named executive officer upon his death. However, the Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value.

 

Generally, if a change in control of the Company occurs (as determined under the 2005 Plan), each named executive officer’s outstanding awards granted under the plan will generally become fully vested and, in the case of options, exercisable, unless the Compensation Committee provides for the substitution, assumption, exchange or other continuation of the outstanding awards. Any options that become vested in connection with a change in control generally must be exercised prior to the change in control, or they will be canceled in exchange for the right to receive a cash payment in connection with the change in control transaction. In addition, Mr. Desai may be entitled to accelerated vesting of his outstanding equity-based awards upon a termination of employment in connection with a change in control of QLogic. The terms of this accelerated vesting are described below under “Potential Payments upon Termination or Change in Control.”

 

Options

 

Each option reported in Column (j) of the “Grants of Plan-Based Awards in Fiscal Year 2008” table above was granted with a per-share exercise price equal to the fair market value of a share of our common stock on the grant date. For these purposes, the fair market value is equal to the closing price of a share of our common stock on the applicable grant date.

 

Each option granted to our named executive officers under the 2005 Plan in fiscal year 2008 is subject to a four-year vesting schedule, with 25% vesting on the first anniversary of the grant date, and 6.25% vesting every three months thereafter for the remaining three years. A portion of the option grant to Mr. Benck under his employment agreement vested upon termination of his employment. See “Potential Payments Upon Termination or Change in Control” below.

 

Once vested, each option granted to our named executive officers under the 2005 Plan will generally remain exercisable until its normal expiration date. Each of the options granted under the 2005 Plan to our named executive officers in fiscal year 2008 has a term of ten years. However, vested options may terminate earlier in connection with a change in control transaction or a termination of the named executive officer’s employment. Subject to any accelerated vesting that may apply in connection with a change in control, the unvested portion of the option will immediately terminate upon a termination of the named executive officer’s employment. The named executive officer will generally have three months to exercise the vested portion of the option following a termination of his employment. This period is extended to twelve months if the termination was a result of the named executive officer’s death or disability. For any termination by QLogic for cause, the option (whether vested or not) will terminate on the date of termination.

 

RSUs

 

Each RSU award identified in the “Grants of Plan-Based Awards in Fiscal Year 2008” table above was granted to our named executive officers under the 2005 Plan and is subject to a four-year vesting schedule, with twenty-five (25%) of the total number of RSUs vesting on each of the first, second, third and fourth anniversaries of the award date. A portion of the RSU grant to Mr. Benck under his employment agreement vested upon termination of his employment. See “Potential Payments Upon Termination or Change in Control” below.

 

Upon vesting, QLogic will deliver to the named executive officer a number of shares of common stock equal to the number of RSUs subject to the award that have vested on the applicable vesting date, minus any shares of common stock that may be withheld to satisfy the related tax withholding obligations. Subject to any accelerated vesting that may apply in connection with a change in control, the unvested portion of any RSU award will immediately terminate upon a termination of the named executive officer’s employment.

Outstanding Equity Awards at End of Fiscal Year 2008

 

Unless otherwise set forth in the footnotes, the following tables present information regarding the outstanding equity awards held by each of our named executive officers at the end of fiscal year 2008, including the vesting schedules for the portions of these awards that had not vested as of that date.

 

Option Awards

 

 

Stock Awards