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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/16/09 Qlogic Corp DEF 14A 8/20/09 1:763K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 628K
def14a |
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: |
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(2) | Aggregate number of securities to which transaction applies: |
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(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): |
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(4) | Proposed maximum aggregate value of transaction: |
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(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. |
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(2) | Form, Schedule or Registration Statement No.: |
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(3) | Filing Party: |
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(4) | Date Filed: |
Q: | What information is included in these materials? | |
A: | This proxy statement includes information on the nominees for directors, our performance incentive plan 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 six directors to the Board of
Directors, each of whom will serve until our next Annual Meeting
or until their successors are elected and qualified.
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(2) The approval of an amendment to the QLogic Corporation
2005 Performance Incentive Plan to increase the aggregate share
limit.
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(3) The ratification of the appointment of KPMG LLP as our
independent auditors for fiscal year 2010.
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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);
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• FOR the approval of the amendment to the QLogic
Corporation 2005 Performance Incentive Plan to increase the
aggregate share limit (FOR PROPOSAL TWO); and
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• FOR ratification of the appointment of KPMG LLP as
our independent auditors for fiscal year 2010 (FOR
PROPOSAL THREE).
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Q: | What classes of shares are entitled to vote? | |
A: | Each share of our common stock outstanding on June 25, 2009 (the “Record Date”) is entitled to one vote on each item being voted on at the Annual Meeting. On the Record Date, we had 118,509,733 shares of common stock outstanding. |
Q: | What shares can vote? | |
A: | You can vote all of 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, 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 nominee how to vote your shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker, bank or nominee has enclosed or provided a voting instruction card for you to use in directing the broker, bank 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,
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• by telephone,
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• by mail, or
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• in person at the Annual Meeting.
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If you own your shares in “street name,” that is through a brokerage or bank account or in another nominee form, you must provide instructions to the broker, bank or nominee as to how your shares should be voted. Your broker, bank 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, bank 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. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or nominee or, if you have obtained a proxy from your broker, bank or nominee giving you the right to vote your shares at the Annual Meeting, by attending the meeting and voting 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. |
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Q: | What is the quorum requirement for the meeting? | |
A: | For a “quorum” to exist at the Annual 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 Annual Meeting. There must be a quorum for any action to be taken at the Annual Meeting (other than postponements or 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 Annual Meeting. | |
Q: | What is the voting requirement for each of the above matters? | |
A: | In November 2008, QLogic adopted a majority voting standard for the election of directors. In prior elections, directors were elected by a plurality of the votes cast, meaning that the persons receiving the highest number of “for” votes, up to the total number of directors to be elected at the annual meeting, were elected. Under the new policy, directors are elected at each annual meeting by a majority of votes cast, meaning that the number of votes “for” a director must exceed the number of votes “against” that director. In the event that a nominee for director receives more “against” votes for his or her election than “for” votes, the Board must consider that director’s resignation following a recommendation by the Nominating and Governance Committee. The majority voting standard does not apply, however, in a contested election. In such circumstances, directors will instead be elected by a plurality of the votes cast, as described above. The new voting policy is discussed further under the section entitled “Proposal One — Election of Directors — Voting Standard.” | |
With regard to the election to take place at the Annual Meeting, the Board intends to nominate the six persons identified as its nominees in this proxy statement. Each of the directors will be elected by a majority of the votes cast. | ||
The proposals to approve the amendment to the QLogic Corporation 2005 Performance Incentive Plan and to ratify the appointment of KPMG LLP require the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy and entitled to vote on those proposals. | ||
Q: | How are abstentions and broker non-votes treated? | |
A: | In all matters other than the election of directors, abstentions have the same effect as votes “AGAINST” a matter. A broker is entitled to vote shares held for a beneficial holder on routine matters, such as the election of directors and the ratification of the appointment of KPMG LLP as our independent auditors for fiscal year 2010, without instructions from the beneficial holder of those shares. On the other hand, a broker may not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as the amendment to the QLogic Corporation 2005 Performance Incentive Plan, absent instructions from the beneficial holders of such shares. Consequently, if you do not give your broker specific instructions, your shares may not be voted on these matters and will not be counted in determining the number of shares necessary for approval, although they will count for purposes of determining whether a quorum exists. | |
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 Broadridge Financial Solutions, Inc. (“Broadridge”) to act as the inspector of election for the meeting. We believe Broadridge 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. |
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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 Simon Biddiscombe, 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. 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. | |
Q: | Are these proxy materials available electronically? | |
A: | Yes, this is an Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 20, 2009. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 29, 2009 are available electronically at http://ir.qlogic.com. | |
If you received your annual meeting materials by mail, we encourage you to help us to conserve natural resources, as well as significantly reduce QLogic’s printing and mailing costs, by signing up to receive your stockholder communications via e-mail. With electronic delivery, you will be notified via e-mail as soon as the annual report and the proxy statement are available on the Internet, and you will be able to review those materials and submit your stockholder vote online. Electronic delivery can also help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. To sign up for electronic delivery, visit https://www.icsdelivery.com/qlogic/index.asp. Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please contact Investor Relations, QLogic Corporation, 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656. |
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• | each director and nominee for director; | |
• | each of the executive officers named in the “Summary Compensation Table — Fiscal 2007, 2008 and 2009” on page 24 of this proxy statement; and | |
• | all directors and executive officers as a group. |
Amount and |
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Nature of Beneficial |
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Name
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Ownership | Percent(1) | ||||||
H.K. Desai(2)
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6,062,826 | 4.9 | % | |||||
Joel S. Birnbaum(3)
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132,327 | * | ||||||
James R. Fiebiger(4)
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372,650 | * | ||||||
Balakrishnan S. Iyer(5)
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200,999 | * | ||||||
Kathryn B. Lewis(6)
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16,667 | * | ||||||
George D. Wells(7)
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339,295 | * | ||||||
Simon Biddiscombe(8)
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36,658 | * | ||||||
Douglas D. Naylor(9)
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84,420 | * | ||||||
Perry M. Mulligan(10)
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57,125 | * | ||||||
Roger J. Klein(11)
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254,461 | * | ||||||
Jesse L. Parker(12)
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57,437 | * | ||||||
All Directors and Executive Officers as a group
(11 persons)(13)
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7,530,445 | 6.0 | % |
* | Less than 1% of the outstanding shares of our common stock. | |
(1) | Based upon 118,509,733 shares of common stock outstanding on June 25, 2009 and any shares which may be purchased pursuant to stock options that are exercisable by such person on or before August 24, 2009. 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 24, 2009, through the exercise of stock options, the vesting of restricted stock units or similar rights. | |
(2) | Includes 5,843,125 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(3) | Includes 127,327 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009, and 2,000 shares issuable pursuant to restricted stock units that will vest on or before August 24, 2009. | |
(4) | Includes 360,000 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009, and 2,000 shares issuable pursuant to restricted stock units that will vest on or before August 24, 2009. | |
(5) | Includes 195,999 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009, and 2,000 shares issuable pursuant to restricted stock units that will vest on or before August 24, 2009. | |
(6) | Consists of 16,667 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(7) | Includes 314,667 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009, and 2,000 shares issuable pursuant to restricted stock units that will vest on or before August 24, 2009. |
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(8) | Includes 31,250 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(9) | Includes 77,280 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(10) | Consists of 57,125 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(11) | Consists of 254,461 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(12) | Consists of 57,437 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009. | |
(13) | Includes 7,258,058 shares which may be purchased pursuant to stock options that are exercisable on or before August 24, 2009, and 8,000 shares issuable pursuant to restricted stock units that vest on or before August 24, 2009. |
Amount and |
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Nature of Beneficial |
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Name and Address
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Ownership | Percent(1) | ||||||
BlackRock, Inc.(2)
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10,603,455 | 8.9 | % | |||||
40 East 52nd Street
New York NY 10022 |
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Invesco Ltd.(3)
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7,200,627 | 6.1 | % | |||||
1555 Peachtree Street NE
Suite 1800 Atlanta GA 30309 |
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The Vanguard Group, Inc.(4)
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7,024,044 | 5.9 | % | |||||
100 Vanguard Blvd.
Malvern PA 19355 |
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State Street Bank and Trust Company(5)
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6,671,566 | 5.6 | % | |||||
State Street Financial Center
One Lincoln Street Boston MA 02111 |
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Barclays Global Investors, N.A.(6)
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6,601,221 | 5.6 | % | |||||
400 Howard Street
San Francisco CA 94105 |
(1) | Based upon 118,509,733 shares of common stock outstanding as of June 25, 2009. 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 on information contained in a report on Schedule 13G that BlackRock, Inc. filed with the Securities and Exchange Commission on February 10, 2009 on behalf of itself and affiliated entities (“BlackRock”). Such filing indicates that BlackRock does not have sole voting or sole dispositive power with respect to any shares. | |
(3) | Based on information contained in a report on Schedule 13G that Invesco Ltd. filed with the Securities and Exchange Commission on February 12, 2009 on behalf of itself and affiliated entities (“Invesco”). Such filing indicates that Invesco has sole voting power with respect to 5,910,605 shares and sole dispositive power with respect to 7,115,027 shares. |
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(4) | Based on information contained in a report on Schedule 13G that The Vanguard Group, Inc. (“Vanguard”) filed with the Securities and Exchange Commission on February 13, 2009. Such filing indicates that Vanguard has sole voting power with respect to 152,066 shares and sole dispositive power with respect to all such shares. | |
(5) | Based on information contained in a report on Schedule 13G that State Street Bank and Trust Company (“State Street”) filed with the Securities and Exchange Commission on February 13, 2009. Such filing indicates that State Street has sole voting power with respect to all such shares and sole dispositive power with respect to none. | |
(6) | Based on information contained in a report on Schedule 13G that Barclays Global Investors, N.A. filed with the Securities and Exchange Commission on February 5, 2009 on behalf of itself and affiliated entities (“Barclays”). Such filing indicates that Barclays has sole voting power with respect to 5,467,887 shares and sole dispositive power with respect to all such shares. |
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Nominee(1)
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Position with QLogic
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Age | ||||
H.K. Desai
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Chairman of the Board and Chief Executive Officer | 63 | ||||
Joel S. Birnbaum(2)
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Director | 71 | ||||
James R. Fiebiger(2)(4)
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Director | 67 | ||||
Balakrishnan S. Iyer(3)(4)
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Director | 53 | ||||
Kathryn B. Lewis(3)(4)
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Director | 58 | ||||
George D. Wells(2)(3)(5)
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Director | 74 |
(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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Change in |
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Pension |
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Value and |
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Fees |
Nonqualified |
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Earned or |
Stock |
Option |
Non-Equity |
Deferred |
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Paid in |
Awards |
Awards |
Incentive Plan |
Compensation |
All Other |
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Name |
Cash ($) |
($)(1)(2)(3) |
($)(1)(2)(3) |
Compensation ($) |
Earnings ($) |
Compensation ($) |
Total ($) |
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(a)
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(b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Joel S. Birnbaum
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49,750 | 36,123 | 100,529 | — | — | — | 186,402 | |||||||||||||||||||||
Larry R. Carter(4)
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28,750 | 11,886 | 66,762 | — | — | — | 107,398 | |||||||||||||||||||||
James R. Fiebiger
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64,875 | 36,123 | 119,695 | — | — | — | 220,693 | |||||||||||||||||||||
Balakrishnan S. Iyer
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75,625 | 36,123 | 119,695 | — | — | — | 231,443 | |||||||||||||||||||||
Kathryn B. Lewis
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62,625 | 6,485 | 104,704 | — | — | — | 173,814 | |||||||||||||||||||||
Carol L. Miltner(4)
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31,000 | 11,886 | 66,762 | — | — | — | 109,648 | |||||||||||||||||||||
George D. Wells
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81,250 | 36,123 | 119,695 | — | — | — | 237,068 |
(1) | The amounts reported in Columns (c) and (d) of the table above reflect the aggregate dollar amounts recognized for stock awards and option awards, respectively, for financial statement reporting purposes with respect to fiscal year 2009 (disregarding any estimate of forfeitures related to service-based vesting conditions). No stock awards or option awards granted to non-employee directors were forfeited during fiscal year 2009, except that 3,000 unvested stock awards and 15,999 unvested option awards were forfeited by each of Mr. Carter and Ms. Miltner on August 28, 2008 upon their resignation from the Board of Directors. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock awards and option awards contained under the section entitled “Stock-Based Compensation Expense” on page 58 of QLogic’s Annual Report on Form 10-K for fiscal year 2009 filed with the SEC on May 21, 2009 or, with respect to awards granted prior to fiscal year 2009, the corresponding note in QLogic’s Annual Report on Form 10-K for the applicable fiscal year. | |
(2) | The following table presents the number of unvested stock awards and the number of outstanding and unexercised option awards held by each of our non-employee directors as of March 29, 2009: |
Number of |
Number of |
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Unvested Restricted |
Shares Subject to |
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Stock Units |
Outstanding |
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(RSUs) as of |
Options as of |
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Director
|
March 29, 2009 | March 29, 2009 | ||||||
Joel S. Birnbaum
|
4,754 | 141,717 | ||||||
Larry R. Carter(4)
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0 | 424,001 | ||||||
James R. Fiebiger
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4,754 | 374,390 | ||||||
Balakrishnan S. Iyer
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4,754 | 210,389 | ||||||
Kathryn B. Lewis
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1,754 | 59,057 | ||||||
Carol L. Miltner(4)
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0 | 242,667 | ||||||
George D. Wells
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4,754 | 329,057 |
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(3) | As described below, we granted each of our non-employee directors who were elected at the 2008 Annual Meeting of Stockholders an option to purchase 9,057 shares of common stock and an award of 1,754 restricted stock units (RSUs) on August 28, 2008, the date of our 2008 Annual Meeting of Stockholders. On the grant date, each of these stock option awards had a value of $61,948 and each of these RSU awards had a value of $33,357. See footnote (1) for the assumptions used to value these awards. | |
(4) | Mr. Carter and Ms. Miltner did not stand for reelection at the 2008 Annual General Meeting and are no longer members of the Board of Directors. |
Lead Director
|
$ | 2,500 | ||
Audit Committee Chair
|
$ | 5,000 | ||
Audit Committee member
|
$ | 2,500 | ||
Compensation Committee Chair
|
$ | 2,500 | ||
Compensation Committee member
|
$ | 1,250 | ||
Nominating and Governance Committee Chair
|
$ | 2,250 | ||
Nominating and Governance Committee member
|
$ | 1,000 |
Lead Director
|
$ | 5,000 | ||
Audit Committee Chair
|
$ | 6,250 | ||
Audit Committee member
|
$ | 3,750 | ||
Compensation Committee Chair
|
$ | 3,750 | ||
Compensation Committee member
|
$ | 1,875 | ||
Nominating and Governance Committee Chair
|
$ | 2,500 | ||
Nominating and Governance Committee member
|
$ | 1,250 |
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• | The value of equity securities awarded to non-employee directors of each of the peer group companies is determined (with options being valued using a Black-Scholes or similar valuation model), with a separate determination made of the value of equity securities awarded to non-employee directors serving as Chairman of the Board of a peer company. Target values at the 75th percentile of the peer group are then determined for non-employee directors generally and for the Chairman of the Board. | |
• | The target values so determined are allocated so that 35% of the value is delivered in the form of restricted stock units and 65% of the value is delivered in the form of nonqualified stock options (valued using the Black-Scholes or similar valuation method used by the Company in valuing its options for financial statement purposes). |
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Name
|
Position with QLogic
|
Age | ||||
H.K. Desai
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Chairman of the Board and Chief Executive Officer | 63 | ||||
Simon Biddiscombe
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Senior Vice President and Chief Financial Officer | 42 | ||||
Scott A. Genereux
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Senior Vice President, Worldwide Sales and Marketing | 46 | ||||
Roger J. Klein
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Senior Vice President and General Manager, Host Solutions Group | 58 | ||||
Perry M. Mulligan
|
Senior Vice President, Worldwide Operations | 51 | ||||
Jesse L. Parker
|
Vice President and General Manager, Network Solutions Group | 38 |
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• | Governance of Executive Officer Compensation Programs |
• | Role of the Compensation Committee | |
• | Process for Evaluating Executive Officer Performance and Compensation |
• | Executive Compensation Philosophy and Framework |
• | Compensation Objectives | |
• | Target Pay Position/Mix of Pay | |
• | Total Compensation/Tally Sheets | |
• | Compensation Benchmarking |
• | Executive Officer Compensation Decisions |
• | Base Salary | |
• | Annual Cash Incentive | |
• | Equity Compensation: Overview | |
• | Equity Compensation: Fiscal 2009 Awards | |
• | Benefits and Perquisites | |
• | Post-Employment Obligations | |
• | Compensation Arrangements for Mr. Naylor |
• | Other Considerations |
• | Equity Grant Practices | |
• | Tax Considerations |
• | Chief Executive Officer Compensation |
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• | Review and approve on an annual basis the Company’s compensation strategy to help ensure that executives are appropriately rewarded based on their performance. | |
• | Review and approve on an annual basis goals and objectives relevant to executive compensation and evaluate performance in light of those goals and objectives. | |
• | Determine on an annual basis the amount, form and terms of compensation for the Chief Executive Officer of the Company. | |
• | Review and approve salaries, incentives and other matters relating to compensation of the executive officers of the Company. | |
• | Review and grant of stock options, restricted stock units and other equity incentives to our executive officers. | |
• | Grant stock options and other equity incentives to all other eligible individuals in the Company’s service. | |
• | Oversee and periodically review the operation of the Company’s employee benefit plans, including but not limited to the Company’s 401(k) plan and employee stock purchase plan. | |
• | Review with the Board matters related to management performance and compensation. | |
• | Review separation packages and severance benefits for any executive officer. |
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• | Support a strong pay-for-performance culture, which provides compensation tied directly to outstanding performance in achieving business objectives. | |
• | Attract, retain and motivate highly skilled executives who contribute to our success and that of our stockholders. | |
• | Establish and reinforce the appropriate balance between achievement of short-term and long-term corporate goals. | |
• | Support long-term value creation for stockholders. |
Approximate |
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Compensation Element
|
Primary Objectives
|
Relative Weight(1) | ||||
Base salary
|
Attract and retain high-performing and experienced executives | 22 | % | |||
Annual cash incentive
|
Motivate executives to achieve pre-established short-term performance objectives | 14 | % | |||
Equity Awards
|
Align executives with stockholder interest to increase long-term value and retain executives | 64 | % |
(1) | Relative weight is fiscal year 2009 average for named executive officers, other than Mr. Naylor. |
17
3Com Corporation
|
Adaptec, Inc. | Applied Micro Circuits Corporation | ||
Broadcom Corporation
|
Brocade Communications Systems, Inc. | Conexant Systems, Inc. | ||
Dot Hill Systems Corporation
|
Emulex Corporation | Extreme Networks, Inc. | ||
Foundry Networks, Inc.
|
LSI Corporation | Marvell Technology Ltd. | ||
Mellanox Technologies, Ltd.
|
Mindspeed Technologies, Inc. | Network Appliance, Inc. | ||
PMC — Sierra, Inc.
|
Western Digital Corporation |
Comparison Metric
|
QLogic Rank vs. Peer Group | |||
Revenue (last four quarters)
|
49.4 | % | ||
Net Income (last four quarters)
|
81.9 | % | ||
Revenue per Employee
|
91.8 | % | ||
Market Capitalization
|
64.5 | % |
18
FY2008 |
FY2009 |
Percent |
||||||||||
Named Executive Officer
|
Base Salary | Base Salary | Increase | |||||||||
H.K. Desai
|
$ | 700,000 | $ | 700,000 | 0 | % | ||||||
Simon Biddiscombe
|
(1 | ) | $ | 340,000 | (1 | ) | ||||||
Roger J. Klein
|
$ | 250,000 | $ | 290,000 | 16 | % | ||||||
Perry M. Mulligan
|
$ | 300,000 | $ | 310,000 | 3.3 | % | ||||||
Jesse L. Parker
|
$ | 230,000 | $ | 250,000 | 8.7 | % | ||||||
Douglas D. Naylor(2)
|
$ | 180,000 | $ | 195,000 | 8.3 | % |
(1) | Mr. Biddiscombe joined the Company during fiscal 2009. | |
(2) | Mr. Naylor served as our interim Chief Financial Officer from January 25, 2008 through April 22, 2008. |
19
20
• | The Compensation Committee’s goal is to limit average annual issuances of stock-based awards to employees (referred to as the “burn rate”) to stay within guidelines established by proxy voting advisory firms, excluding awards assumed in connection with acquisitions or similar events. The Compensation Committee will adjust this target rate from year-to-year based on performance, and to stay in line with market practices and the demands of competition for key talent. | |
• | The burn rate for each of the past three years was: 4.87% (fiscal year 2009), 4.23% (fiscal year 2008) and 4.10% (fiscal year 2007) for an average burn rate over the last three years of 4.40%. We believe our average burn rate over the last three years of 4.40% is within the guidelines established by the principal proxy voting advisory firms for our industry. | |
• | In determining equity grant levels for individual executive officers, the Compensation Committee takes into account the executive’s individual performance against the goals established in the preceding year, the expected future contribution and long-term retention of the executive, the Company’s performance compared to the peer group and market data for equity awards to similar executive positions in the peer group. As noted above, grants for named executive officers are generally targeted at the 75th percentile of our market. |
21
22
FY2008 | FY2009 | FY2010 | ||||||||||
Base Salary Increase Percentage
|
3.7 | % | 0 | % | 0 | % | ||||||
Target Annual Cash Incentive as Percentage of Base Salary
|
100 | % | 100 | % | 100 | % |
23
Nonqualified |
||||||||||||||||||||||||||||||||||||
Non-Equity |
Deferred |
|||||||||||||||||||||||||||||||||||
Stock |
Option |
Incentive Plan |
Compensation |
All Other |
||||||||||||||||||||||||||||||||
Name and Principal |
Fiscal |
Salary |
Bonus |
Awards |
Awards |
Compensation |
Earnings |
Compensation |
Total |
|||||||||||||||||||||||||||
Position
|
Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($) | ($)(2) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
H.K. Desai,
|
2009 | 700,003 | — | 1,079,361 | 2,882,526 | 715,000 | — | 35,569 | (3) | 5,412,459 | ||||||||||||||||||||||||||
Chairman of the Board and
|
2008 | 694,234 | — | 800,592 | 3,911,569 | 651,675 | — | 38,660 | 6,096,730 | |||||||||||||||||||||||||||
Chief Executive Officer
|
2007 | 676,934 | 100,000 | 451,693 | 4,306,250 | 650,000 | — | 45,312 | 6,230,189 | |||||||||||||||||||||||||||
Simon Biddiscombe,
|
2009 | 319,093 | 30,000 | (4) | 60,199 | 139,980 | 195,000 | — | 9,750 | 754,022 | ||||||||||||||||||||||||||
Senior Vice President and Chief Financial Officer
|
||||||||||||||||||||||||||||||||||||
Douglas D. Naylor,
|
2009 | 191,539 | — | 27,595 | 72,802 | 75,000 | — | 7,262 | 374,198 | |||||||||||||||||||||||||||
Vice President, Finance*
|
2008 | 173,624 | 15,000 | 8,757 | 71,876 | 75,000 | — | 7,171 | 351,428 | |||||||||||||||||||||||||||
Roger J. Klein,
|
2009 | 280,784 | — | 126,900 | 312,312 | 165,000 | — | 8,311 | 893,307 | |||||||||||||||||||||||||||
Senior Vice President and
|
2008 | 244,246 | — | 60,343 | 299,477 | 150,000 | — | 7,890 | 761,956 | |||||||||||||||||||||||||||
General Manager, Host Solutions Group
|
2007 | 206,278 | — | 24,467 | 297,053 | 105,835 | — | 8,242 | 641,875 | |||||||||||||||||||||||||||
Perry M. Mulligan,
|
2009 | 307,699 | — | 75,248 | 217,248 | 160,000 | — | 7,678 | 767,873 | |||||||||||||||||||||||||||
Senior Vice President, Worldwide Operations
|
||||||||||||||||||||||||||||||||||||
Jesse L. Parker,
|
2009 | 245,403 | — | 84,920 | 188,951 | 135,000 | — | 6,396 | 660,670 | |||||||||||||||||||||||||||
Vice President and General Manager, Network Solutions Group
|
2008 | 223,101 | — | 42,796 | 172,083 | 115,000 | — | 7,163 | 560,143 |
* | Mr. Naylor served as Interim Chief Financial Officer from January 25, 2008 until April 22, 2008. |
24
(1) | Amounts shown in these columns do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the compensation costs computed for stock awards and option awards in fiscal years 2007, 2008 and 2009 for financial statement reporting purposes as determined pursuant to Statement of Financial Accounting Standards No. 123R, “Share-Based Payment,” excluding forfeiture assumptions. No stock awards or option awards were forfeited by any of our named executive officers during fiscal year 2009. The assumptions used in the calculation of values of these awards are set forth under the section entitled “Stock-Based Compensation Expense” on page 58 of QLogic’s Annual Report on Form 10-K for fiscal year 2009 filed with the SEC on May 21, 2009 or, with respect to awards granted prior to fiscal year 2009, in the corresponding note in QLogic’s Annual Report on Form 10-K for the applicable fiscal year. | |
(2) | This column consists of life insurance premiums and matching contributions to the QLogic Corporation Retirement Savings Plan (401(k) Plan) paid with respect to the named executive officer, and for fiscal year 2009, includes: (a) life insurance premiums paid by QLogic in the amount of $3,564 for Mr. Desai, $334 for Mr. Biddiscombe, $241 for Mr. Naylor, $1,088 for Mr. Klein, $697 for Mr. Mulligan and $200 for Mr. Parker; and (b) 401(k) Plan matching contributions, available to all employees, paid by QLogic in the amount of $6,227 for Mr. Desai, $9,416 for Mr. Biddiscombe, $7,021 for Mr. Naylor, $7,223 for Mr. Klein, $6,981 for Mr. Mulligan and $6,196 for Mr. Parker. | |
(3) | In addition to the amounts identified in footnote (2) above, this amount includes the following benefits provided to Mr. Desai by the Company for fiscal year 2009: (i) payment for executive physicals in an amount of $1,033 and (ii) payment of membership dues in an amount of $24,745. | |
(4) | This amount represents a sign-on bonus received by Mr. Biddiscombe, as further described in the “Compensation Discussion and Analysis” above. |
25
All |
||||||||||||||||||||||||||||||||||||||||||||
Other |
All Other |
Grant |
||||||||||||||||||||||||||||||||||||||||||
Stock |
Option |
Date |
||||||||||||||||||||||||||||||||||||||||||
Awards: |
Awards: |
Fair |
||||||||||||||||||||||||||||||||||||||||||
Number |
Number |
Exercise |
Value |
|||||||||||||||||||||||||||||||||||||||||
Estimated Potential Payouts |
of |
of |
or Base |
of Stock |
||||||||||||||||||||||||||||||||||||||||
Estimated Potential Payouts |
Under Equity Incentive Plan |
Shares |
Securities |
Price of |
and |
|||||||||||||||||||||||||||||||||||||||
Under Non-Equity Incentive Plan Awards | Awards |
of Stock |
Underlying |
Option |
Option |
|||||||||||||||||||||||||||||||||||||||
Grant |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
or Units |
Options |
Awards |
Awards |
||||||||||||||||||||||||||||||||||
Name
|
Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($)(1) | |||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||||
H.K. Desai
|
N/A | — | 700,003 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
6/10/2008 | — | — | — | — | — | — | — | 300,000 | 15.06 | 1,683,000 | ||||||||||||||||||||||||||||||||||
6/16/2008 | — | — | — | — | — | — | — | 70,000 | 15.39 | 401,303 | ||||||||||||||||||||||||||||||||||
6/10/2008 | — | — | — | — | — | — | 60,000 | — | — | 903,600 | ||||||||||||||||||||||||||||||||||
6/16/2008 | — | — | — | — | — | — | 15,000 | — | — | 230,850 | ||||||||||||||||||||||||||||||||||
Simon Biddiscombe
|
N/A | — | 191,456 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
4/22/2008 | — | — | — | — | — | — | — | 100,000 | 16.10 | 599,740 | ||||||||||||||||||||||||||||||||||
6/10/2008 | — | — | — | — | — | — | 20,000 | — | — | 301,200 | ||||||||||||||||||||||||||||||||||
Douglas D. Naylor
|
N/A | — | 76,616 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | — | 25,000 | 15.06 | 140,250 | ||||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | 6,000 | — | — | 90,360 | ||||||||||||||||||||||||||||||||||
Roger J. Klein
|
N/A | — | 154,431 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | — | 106,000 | 15.06 | 594,660 | ||||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | 20,000 | — | — | 301,200 | ||||||||||||||||||||||||||||||||||
Perry M. Mulligan
|
N/A | — | 153,850 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | — | 106,000 | 15.06 | 594,660 | ||||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | 25,000 | — | — | 376,500 | ||||||||||||||||||||||||||||||||||
Jesse L. Parker
|
N/A | — | 134,972 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | — | 62,000 | 15.06 | 347,820 | ||||||||||||||||||||||||||||||||||
6/10/08 | — | — | — | — | — | — | 12,000 | — | — | 180,720 |
(1) | The amounts reported in Column (l) reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements. For the assumptions and methodologies used to value the awards reported in Column (l), please see footnote (1) to the “Summary Compensation Table — Fiscal 2007, 2008 and 2009.” |
26
27
Number of |
Equity Incentive Plan |
|||||||||||||||||||
Number of |
Securities |
Awards: Number of |
||||||||||||||||||
Securities |
Underlying |
Securities |
||||||||||||||||||
Underlying |
Unexercised |
Underlying |
||||||||||||||||||
Unexercised |
Options |
Unexercised |
Option |
Option |
||||||||||||||||
Options (#) |
(#) |
Unearned |
Exercise |
Expiration |
||||||||||||||||
Name
|
Exercisable | Unexercisable | Options (#) | Price ($) | Date | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
H.K. Desai
|
648,000 | — | — | 15.66 | 6/25/09 | |||||||||||||||
400,000 | — | — | 26.03 | 11/1/09 | ||||||||||||||||
900,000 | — | — | 31.99 | 6/21/10 | ||||||||||||||||
500,000 | — | — | 27.48 | 6/13/11 | ||||||||||||||||
180,000 | — | — | 17.22 | 7/25/11 | ||||||||||||||||
180,000 | — | — | 24.17 | 1/24/12 | ||||||||||||||||
600,000 | — | — | 21.69 | 6/13/12 | ||||||||||||||||
187,500 | — | — | 19.91 | 3/20/13 | ||||||||||||||||
562,500 | — | — | 24.26 | 6/20/13 | ||||||||||||||||
225,000 | — | — | 25.05 | 9/22/13 | ||||||||||||||||
225,000 | — | — | 25.42 | 12/22/13 | ||||||||||||||||
225,000 | — | 20.51 | 3/22/14 | |||||||||||||||||
196,876 | — | — | 14.28 | 6/4/14 | ||||||||||||||||
600,000 | — | — | 12.25 | 8/24/14 | ||||||||||||||||
182,812 | 42,188 | (1) | — | 16.48 | 12/5/15 | |||||||||||||||
378,125 | 171,875 | (2) | — | 18.00 | 5/15/16 | |||||||||||||||
109,375 | 140,625 | (3) | — | 16.58 | 6/1/17 | |||||||||||||||
— | 300,000 | (4) | — | 15.06 | 6/10/18 | |||||||||||||||
— | 70,000 | (5) | — | 15.39 | 6/16/18 | |||||||||||||||
Simon Biddiscombe
|
— | 100,000 | (6) | — | 16.10 | 4/22/18 | ||||||||||||||
Douglas D. Naylor
|
30,000 | — | — | 20.91 | 1/13/13 | |||||||||||||||
3,000 | — | — | 25.05 | 9/22/13 | ||||||||||||||||
2,400 | — | — | 25.42 | 12/22/13 | ||||||||||||||||
2,480 | — | — | 20.51 | 3/22/14 | ||||||||||||||||
12,000 | — | — | 14.28 | 6/4/14 | ||||||||||||||||
8,000 | — | — | 12.25 | 8/24/14 | ||||||||||||||||
2,924 | 676 | (1) | — | 16.48 | 12/5/15 | |||||||||||||||
5,500 | 2,500 | (2) | — | 18.00 | 5/15/16 | |||||||||||||||
3,062 | 3,938 | (3) | — | 16.58 | 6/1/17 | |||||||||||||||
— | 25,000 | (4) | — | 15.06 | 6/10/18 |
28
Number of |
Equity Incentive Plan |
|||||||||||||||||||
Number of |
Securities |
Awards: Number of |
||||||||||||||||||
Securities |
Underlying |
Securities |
||||||||||||||||||
Underlying |
Unexercised |
Underlying |
||||||||||||||||||
Unexercised |
Options |
Unexercised |
Option |
Option |
||||||||||||||||
Options (#) |
(#) |
Unearned |
Exercise |
Expiration |
||||||||||||||||
Name
|
Exercisable | Unexercisable | Options (#) | Price ($) | Date | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Roger J. Klein
|
12,000 | — | — | 27.48 | 6/13/11 | |||||||||||||||
900 | — | — | 17.22 | 7/25/11 | ||||||||||||||||
900 | — | — | 24.17 | 1/24/12 | ||||||||||||||||
20,000 | — | — | 21.69 | 6/13/12 | ||||||||||||||||
4,486 | — | — | 19.91 | 3/20/13 | ||||||||||||||||
18,000 | — | — | 24.26 | 6/20/13 | ||||||||||||||||
16,800 | — | — | 25.05 | 9/22/13 | ||||||||||||||||
18,000 | — | — | 25.42 | 12/22/13 | ||||||||||||||||
18,000 | — | — | 20.51 | 3/22/14 | ||||||||||||||||
17,500 | — | — | 14.28 | 6/4/14 | ||||||||||||||||
43,000 | — | — | 12.25 | 8/24/14 | ||||||||||||||||
13,000 | 3,000 | (1) | — | 16.48 | 12/5/15 | |||||||||||||||
20,625 | 9,375 | (2) | — | 18.00 | 5/15/16 | |||||||||||||||
17,500 | 22,500 | (3) | — | 16.58 | 6/1/17 | |||||||||||||||
— | 106,000 | (4) | — | 15.06 | 6/10/18 | |||||||||||||||
Perry M. Mulligan
|
21,875 | 48,125 | (7) | — | 15.19 | 11/1/17 | ||||||||||||||
— | 106,000 | (4) | — | 15.06 | 6/10/18 | |||||||||||||||
Jesse L. Parker
|
750 | — | — | 12.25 | 8/24/14 | |||||||||||||||
13,000 | 3,000 | (1) | — | 16.48 | 12/5/15 | |||||||||||||||
10,312 | 4,688 | (2) | — | 18.00 | 5/15/16 | |||||||||||||||
13,125 | 16,875 | (3) | — | 16.58 | 6/1/17 | |||||||||||||||
— | 62,000 | (4) | — | 15.06 | 6/10/18 |
Equity Incentive |
Equity Incentive Plan |
|||||||||||||||
Number of |
Plan Awards: |
Awards: Market or |
||||||||||||||
Shares or |
Market Value of |
Number of |
Payout Value of |
|||||||||||||
Units of |
Shares or Units |
Unearned Shares, |
Unearned Shares, |
|||||||||||||
Stock That |
of Stock That |
Units or Other |
Units or Other Rights |
|||||||||||||
Have Not |
Have Not |
Rights That Have |
That Have Not |
|||||||||||||
Name
|
Vested (#) | Vested ($)* | Not Vested (#) | Vested ($) | ||||||||||||
(a) | (g) | (h) | (i) | (j) | ||||||||||||
H.K. Desai
|
60,000 | (8) | 703,200 | — | — | |||||||||||
56,250 | (9) | 659,250 | — | — | ||||||||||||
60,000 | (10) | 703,200 | — | — | ||||||||||||
15,000 | (11) | 175,800 | — | — | ||||||||||||
Simon Biddiscombe
|
20,000 | (10) | 234,400 | — | — | |||||||||||
Douglas D. Naylor
|
550 | (8) | 6,446 | — | — | |||||||||||
825 | (9) | 9,669 | — | — | ||||||||||||
6,000 | (10) | 70,320 | — | — | ||||||||||||
Roger J. Klein
|
3,250 | (8) | 38,090 | — | — | |||||||||||
6,750 | (9) | 79,110 | — | — | ||||||||||||
20,000 | (10) | 234,400 | — | — | ||||||||||||
Perry M. Mulligan
|
25,000 | (10) | 293,000 | — | — | |||||||||||
Jesse L. Parker
|
1,500 | (8) | 17,580 | — | — | |||||||||||
6,375 | (9) | 74,715 | — | — | ||||||||||||
12,000 | (10) | 140,640 | — | — |
29
* | The dollar amounts shown in Column (h) are determined by multiplying (x) the number of shares or units reported in Column (g) by (y) $11.72 (the closing price of our Common Stock on the last trading day of fiscal year 2009). | |
(1) | The unvested portion of these awards is scheduled to vest in three quarterly installments, commencing on June 5, 2009. | |
(2) | The unvested portion of these awards is scheduled to vest in five quarterly installments, commencing on May 15, 2009. | |
(3) | The unvested portion of these awards is scheduled to vest in nine quarterly installments, commencing on June 1, 2009. | |
(4) | The unvested portion of these awards is scheduled to vest as to 25% on June 10, 2009 and in twelve quarterly installments thereafter. | |
(5) | The unvested portion of this award is scheduled to vest as to 25% on June 16, 2009 and in twelve quarterly installments thereafter. | |
(6) | The unvested portion of this award is scheduled to vest as to 25% on April 22, 2009 and in twelve quarterly installments thereafter. | |
(7) | The unvested portion of this award is scheduled to vest in eleven quarterly installments, commencing on May 1, 2009. | |
(8) | The unvested portion of these awards is scheduled to vest in two annual installments commencing on June 1, 2009. | |
(9) | The unvested portion of these awards is scheduled to vest in three annual installments commencing on June 1, 2009. | |
(10) | The unvested portion of these awards is scheduled to vest in four annual installments commencing on June 10, 2009. | |
(11) | The unvested portion of this award is scheduled to vest in four annual installments commencing on June 16, 2009. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares |
Value |
Number of |
Value |
|||||||||||||
Acquired on |
Realized on |
Shares Acquired |
Realized on |
|||||||||||||
Name |
Exercise (#) |
Exercise ($)(1) |
on Vesting (#) |
Vesting ($)(2) |
||||||||||||
(a)
|
(b) | (c) | (d) | (e) | ||||||||||||
H.K. Desai
|
44,369 | 577,072 | 48,750 | 769,763 | ||||||||||||
Simon Biddiscombe
|
— | — | — | — | ||||||||||||
Douglas D. Naylor
|
— | — | 550 | 8,685 | ||||||||||||
Roger J. Klein
|
— | — | 3,875 | 61,186 | ||||||||||||
Perry M. Mulligan
|
— | — | — | — | ||||||||||||
Jesse L. Parker
|
24,501 | 137,469 | 2,875 | 45,396 |
(1) | The value realized upon exercise is the difference between the fair market value of QLogic’s common stock at the time the stock options are exercised and the option exercise price, multiplied by the number of stock options exercised. | |
(2) | The value realized on vesting is the closing market price of QLogic’s common stock on the date that the RSUs vest (or if the markets are closed on the date that the RSUs vest, the closing market price of QLogic’s common stock on the last day that the markets were open) multiplied by the number of RSUs that vest. |
30
Cash |
Continuation of |
Equity |
||||||||||||||||||
Severance |
Health Benefits |
Acceleration |
Tax Gross Up |
Total |
||||||||||||||||
Name
|
($) | ($) | ($)(1) | ($)(2) | ($) | |||||||||||||||
H.K. Desai
|
2,900,000 | 26,773 | 2,241,450 | — | 5,168,223 | |||||||||||||||
Simon Biddiscombe
|
802,500 | 37,641 | 234,400 | — | 1,074,541 |
(1) | This column reports the intrinsic value of the unvested portions of each executive’s awards that would accelerate in these circumstances. For options, this value is calculated by multiplying the amount (if any) by which the closing price of the Company’s common stock on March 27, 2009 ($11.72) exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option. For restricted stock unit awards, this value is calculated by multiplying the closing price of the Company’s common stock on March 27, 2009 by the number of units subject to the accelerated portion of the award. | |
(2) | We estimate that the payment of the foregoing severance benefits to these executives would not have triggered excise taxes under Section 280G. |
31
• | Increase in Aggregate Share Limit. The 2005 Plan currently limits the number of shares of our common stock that may be delivered pursuant to all awards granted under the 2005 Plan to 18,500,000 shares (plus shares that may become available on the termination of awards previously granted under our Stock Awards Plan as described below). The proposed amendment would increase this 18,500,000 share limit by an additional 6,600,000 shares so that the new aggregate share limit for the 2005 Plan would be 25,100,000 shares. |
32
• | 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 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 2005 Plan is 40,000,000 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 2005 Plan is 4,000,000 shares. |
33
• | “Performance-Based Awards” under Section 5.2 of the 2005 Plan granted to a participant in any one calendar year will not provide for payment of more than (1) in the case of awards payable only in cash and not related to shares, $5,000,000, and (2) in the case of awards related to shares (and in addition to options and stock appreciation rights which are subject to the limit referred to above), 4,000,000 shares. |
34
35
36
Stock Options | Restricted Stock/Units | |||||||||||||||||||||||||||
Number of |
||||||||||||||||||||||||||||
Number of |
Number of |
Number |
Units |
|||||||||||||||||||||||||
Shares |
Number of |
Number of Shares |
Restricted |
of Units |
Outstanding |
|||||||||||||||||||||||
Subject to |
Shares |
Underlying |
Stock Units |
Vested as |
and Unvested as |
|||||||||||||||||||||||
Past Option |
Acquired |
Options as of June 25, 2009 |
Subject to |
of June 25, |
of June 25, |
|||||||||||||||||||||||
Name and Position
|
Grants | on Exercise | Exercisable | Unexercisable | Past Grants | 2009 | 2009 | |||||||||||||||||||||
Executive Group:
|
||||||||||||||||||||||||||||
H.K. Desai
|
1,765,000 | — | 826,874 | 938,126 | 359,600 | 146,250 | 213,350 | |||||||||||||||||||||
Chairman of the Board and Chief Executive Officer
|
||||||||||||||||||||||||||||
Simon Biddiscombe
|
200,000 | — | 25,000 | 175,000 | 44,200 | 5,000 | 39,200 | |||||||||||||||||||||
Senior Vice President and Chief Financial Officer
|
||||||||||||||||||||||||||||
Douglas D. Naylor
|
68,600 | — | 18,900 | 49,700 | 15,800 | 2,875 | 12,925 | |||||||||||||||||||||
Vice President, Finance
|
||||||||||||||||||||||||||||
Roger J. Klein
|
292,000 | — | 83,000 | 209,000 | 59,000 | 14,375 | 44,625 | |||||||||||||||||||||
Senior Vice President and General Manager, Host Solutions Group
|
||||||||||||||||||||||||||||
Perry M. Mulligan
|
276,000 | — | 52,750 | 223,250 | 48,500 | 6,250 | 42,250 | |||||||||||||||||||||
Senior Vice President, Worldwide Operations
|
||||||||||||||||||||||||||||
Jesse L. Parker
|
183,000 | — | 55,750 | 127,250 | 38,300 | 9,500 | 28,800 | |||||||||||||||||||||
Vice President and General Manager, Network Solutions Group
|
||||||||||||||||||||||||||||
All current Executive Officers, as a Group
(6 persons):
|
2,856,000 | — | 1,043,374 | 1,812,626 | 583,100 | 181,375 | 401,725 | |||||||||||||||||||||
Non-Executive Director Group:
|
||||||||||||||||||||||||||||
Joel S. Birnbaum
|
61,717 | — | 36,661 | 25,056 | 7,754 | 3,000 | 4,754 | |||||||||||||||||||||
James R. Fiebiger
|
81,057 | — | 56,001 | 25,056 | 7,754 | 3,000 | 4,754 | |||||||||||||||||||||
Balakrishnan S. Iyer
|
81,057 | — | 56,001 | 25,056 | 7,754 | 3,000 | 4,754 | |||||||||||||||||||||
Kathryn B. Lewis
|
59,057 | — | 16,667 | 42,390 | 1,754 | — | 1,754 | |||||||||||||||||||||
George D. Wells
|
81,057 | — | 56,001 | 25,056 | 7,754 | 3,000 | 4,754 | |||||||||||||||||||||
Total for Non-Executive Director Group:
|
363,945 | — | 221,331 | 142,614 | 32,770 | 12,000 | 20,770 | |||||||||||||||||||||
Each other person who has received 5% or more of the options,
warrants or rights under the 2005 Plan
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||
All employees, including all current officers who are not
executive officers or directors, as a group
|
15,090,823 | 493,899 | 3,867,862 | 6,609,234 | 3,548,323 | 820,792 | 2,252,919 | |||||||||||||||||||||
Total
|
18,310,768 | 493,899 | 5,132,567 | 8,564,474 | 4,164,193 | 1,014,167 | 2,675,414 |
37
Fiscal Year |
Fiscal Year |
|||||||
2009 | 2008 | |||||||
Audit Fees
|
$ | 1,328,000 | $ | 1,369,000 | ||||
Audit-Related Fees
|
— | — | ||||||
Tax Fees
|
189,000 | 45,000 | ||||||
All Other Fees
|
— | — |
38
39
• | QLogic Corporation 2005 Performance Incentive Plan | |
• | QLogic Corporation 1998 Employee Stock Purchase Plan | |
• | QLogic Corporation Stock Awards Plan | |
• | QLogic Corporation Non-Employee Director Stock Option Plan |
40
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 March 29, 2009 |
||||||||||
Warrants and Rights |
Outstanding Options, |
(Excluding Securities |
||||||||||
Plan Category
|
as of March 29, 2009 | Warrants and Rights | Reflected in Column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders
|
27,254,734 | (1) | $ | 20.36 | (2) | 12,334,425 | (3) | |||||
Equity compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
27,254,734 | $ | 20.36 | 12,334,425 | ||||||||
(1) | Of these shares, 25,561,357 were subject to outstanding stock options and 1,693,377 were subject to outstanding awards of restricted stock units. This number does not include options outstanding under the 1998 Employee Stock Purchase Plan, as amended (the “ESPP”) for the offering period in progress on March 29, 2009 as the number of shares subject to those options is indeterminable until the end of the offering period. This number also does not include options to purchase an aggregate of 378,288 shares, at a weighted-average exercise price of $35.45, granted under plans assumed by the Company in connection with certain acquisition transactions. No additional awards may be granted under these assumed plans. | |
(2) | This calculation does not reflect options outstanding under the ESPP for the offering period in progress on March 29, 2009 as the exercise price of those options is not determinable until the end of the offering period and does not reflect the then-outstanding restricted stock units. | |
(3) | Of these shares, 9,678,532 were available for additional award grants under the 2005 Plan and 2,655,893 were available for additional purchases under the ESPP. The shares available for awards under the 2005 Plan are, subject to certain other limits of the 2005 Plan, generally available for any type of award authorized under the 2005 Plan including stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards, deferred stock awards, performance unit awards and other stock-based awards. |
41
42
43
3.1 | The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of the Corporation and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator. | ||
With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the |
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matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable listing agency). |
3.2 | Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to: |
(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 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 (for purposes of clarity and without limiting the generality of this provision, the Administrator’s authority hereunder shall extend to any awards granted to non-employee directors of the Corporation under Appendix A of this Plan prior to August 28, 2008); | ||
(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); |
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(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; | ||
(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. |
3.3 | Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. | ||
3.4 | Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Board or a committee, as the case may be, may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith. | ||
3.5 | Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties. |
4.1 | Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, “Common Stock” means the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1. | ||
4.2 | Share Limits. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of: (i) 18,500,0001 shares of Common Stock, plus (ii) the number of any shares subject to stock options granted under the Corporation’s Stock Awards Plan (the “Prior Plan”) and outstanding as of the date of stockholder approval of this Plan (the “Stockholder Approval Date”) which expire, or for any reason are cancelled or terminated, after the Stockholder Approval Date without being exercised; provided, that in no event shall the Share Limit exceed 45,401,584 shares (which is the sum of the 18,500,000 shares set forth above, plus the aggregate number of shares subject to options previously granted and outstanding under the Prior Plan as of the Effective Date). |
1 | The current aggregate share limit is 18,500,000 shares. Stockholders are being asked to approve an amendment to the Plan that would increase the aggregate share limit by an additional 6,600,000 shares (so that the new aggregate share limit for the Plan would be 25,100,000 shares). |
A-3
Shares issued on or after August 28, 2008 in respect of any “Full-Value Award” granted under this Plan shall be counted against the foregoing Share Limit as 1.75 shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under this Plan, 175 shares shall be charged against the Share Limit in connection with that award.) For this purpose, a “Full-Value Award” means any award under this Plan that is not a stock option grant or a stock appreciation right grant. | |||
The following limits also apply with respect to awards granted under this Plan: |
(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 40,000,000 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 4,000,000 shares. | ||
(c) | Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3. |
Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10. | |||
4.3 | Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an award is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that shares of Common Stock are delivered in respect of a dividend equivalent right, only the number of shares delivered with respect to the award shall be counted against the share limits of this Plan. To the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation right or stock option, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits under Section 4.2, as opposed to only counting the shares actually issued. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under Section 4.2 with respect to such exercise.) Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall not be available for subsequent awards under this Plan. Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards. The foregoing adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder. | ||
4.4 | Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. No fewer than 100 shares may be purchased on exercise of any award (or, in the case of stock appreciation or purchase rights, no fewer than 100 rights may be exercised at any one time) unless the total number purchased or exercised is the total number at the time available for purchase or exercise under the award. |
A-4
5.1 | Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are: | ||
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. 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. | |||
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. The maximum term of an SAR shall be ten (10) years. |
A-5
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 | Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Section 5.1.4 above may be granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code (“Performance-Based Awards”). The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of stock options and SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or level using one or more of the Business Criteria set forth below (on an absolute or relative basis) for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing. Any stock option or SAR intended as a Performance-Based Award shall be subject only to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2. | ||
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 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 4,000,000 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. |
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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, subject to any subsequent extension that may be approved by stockholders. | |||
5.3 | Award Agreements. Each award shall be evidenced by a written award agreement in the form approved by the Administrator and executed on behalf of the Corporation and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation. The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan. | ||
5.4 | Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. | ||
5.5 | Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods: |
• | 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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In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. In the event that the Administrator allows a participant to exercise an award by delivering shares of Common Stock previously owned by such participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the participant at least six months as of the date of delivery. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method other than cash payment to the Corporation. | |||
5.6 | Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the last price (in regular trading) for a share of Common Stock as furnished by the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ Global Market Reporting System (the “Global Market”) for the date in question or, if no sales of Common Stock were reported by the NASD on the Global Market on that date, the last price (in regular trading) for a share of Common Stock as furnished by the NASD through the Global Market for the next preceding day on which sales of Common Stock were reported by the NASD. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the last price (in regular trading) for a share of Common Stock as furnished by the NASD through the Global Market on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock as furnished by the NASD through the Global Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Global Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date). | ||
5.7 | Transfer Restrictions. | ||
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, |
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(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. |
5.8 | International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator. |
6.1 | General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated. | ||
6.2 | Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the award agreement. | ||
6.3 | Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status. |
7.1 | Adjustments. Upon or in contemplation of: any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”); any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; or a sale of all or substantially all the business or assets of the Corporation as an entirety; then the Administrator shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances: |
(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 |
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(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. |
The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. With respect to any award of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant. | |||
In any of such events, the Administrator may take such action prior to such event to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to stockholders generally. In the case of any stock split or reverse stock split, if no action is taken by the Administrator, the proportionate adjustments contemplated by clause (a) above shall nevertheless be made. | |||
7.2 | Automatic Acceleration of Awards. Upon a dissolution of the Corporation or other event described in Section 7.1 that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock), then each then-outstanding option and SAR shall become fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; provided that such acceleration provision shall not apply, unless otherwise expressly provided by the Administrator, with respect to any award to the extent that the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award, or the award would otherwise continue in accordance with its terms, in the circumstances. | ||
7.3 | Possible Acceleration of Awards. Without limiting Section 7.2, in the event of a Change in Control Event (as defined below), the Administrator may, in its discretion, provide that any outstanding option or SAR shall become fully vested, that any share of restricted stock then outstanding shall fully vest free of restrictions, and that any other award granted under this Plan that is then outstanding shall be payable to the holder of such award. The Administrator may take such action with respect to all awards then outstanding or only with respect to certain specific awards identified by the Administrator in the circumstances. For purposes of this Plan, “Change in Control Event” means any of the following: |
(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; |
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(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 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. |
7.4 | Early Termination of Awards. Any award that has been accelerated as required or contemplated by Section 7.2 or 7.3 (or would have been so accelerated but for Section 7.5, 7.6 or 7.7) shall terminate upon the related event referred to in Section 7.2 or 7.3, as applicable, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or settlement of such award and provided that, in the case of options and SARs that will not survive, be substituted for, assumed, exchanged, or otherwise continued or settled in the transaction, the holder of such award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). | ||
7.5 | Other Acceleration Rules. Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30 days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an award if an event giving rise to an acceleration does not occur. The Administrator may override the provisions of Section 7.2, 7.3, 7.4 and/or 7.6 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with a Change in Control Event or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code. |
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7.6 | Possible Rescission of Acceleration. If the vesting of an award has been accelerated expressly in anticipation of an event or upon stockholder approval of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested awards. | ||
7.7 | Golden Parachute Limitation. Notwithstanding anything else contained in this Section 7 to the contrary, in no event shall an award be accelerated under this Plan to an extent or in a manner which would not be fully deductible by the Corporation or one of its Subsidiaries for federal income tax purposes because of Section 280G of the Code, nor shall any payment hereunder be accelerated to the extent any portion of such accelerated payment would not be deductible by the Corporation or one of its Subsidiaries because of Section 280G of the Code. If a participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then the participant may by written notice to the Corporation designate the order in which such parachute payments will be reduced or modified so that the Corporation or one of its Subsidiaries is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, if a participant is a party to an employment or other agreement with the Corporation or one of its Subsidiaries, or is a participant in a severance program sponsored by the Corporation or one of its Subsidiaries, that contains express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar successor provision), the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to any awards held by that participant (for example, and without limitation, a participant may be a party to an employment agreement with the Corporation or one of its Subsidiaries that provides for a “gross-up” as opposed to a “cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall control as to any awards held by that participant). |
8.1 | Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. | ||
8.2 | No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary. | ||
8.3 | No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement. | ||
8.4 | Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation. |
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8.5 | Tax Withholding. Upon any exercise, vesting, or payment of any award or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, the Corporation or one of its Subsidiaries shall have the right at its option to: |
(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 | ||
(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. |
In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. The Corporation may, with the Administrator’s approval, accept one or more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any award under this Plan; provided that any such note shall be subject to terms and conditions established by the Administrator and the requirements of applicable law. | |||
8.6 | Effective Date, Termination and Suspension, Amendments. | ||
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). |
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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. | |||
8.7 | Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery. | ||
8.8 | Governing Law; Construction; Severability. | ||
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). |
8.9 | Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. |
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8.10 | Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan. | ||
8.11 | Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority. | ||
8.12 | No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. | ||
8.13 | Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries. |
A-15
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Use any touch-tone telephone to transmit your voting
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instructions. |
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VOTE BY MAIL |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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M15934-P82521 | KEEP THIS PORTION FOR YOUR RECORDS | |||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
For | Against | Abstain | ||||
Nominees: |
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1a. H.K. Desai
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o | o | o | |||
1b. Joel S. Birnbaum
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o | o | o | |||
1c. James R. Fiebiger
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o | o | o | |||
1d. Balakrishnan S. Iyer
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o | o | o | |||
1e. Kathryn B. Lewis
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o | o | o | |||
1f. George D. Wells
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o | o | o |
The Board of Directors recommends you vote | ||||||
FOR the following proposal(s): | ||||||
For | Against | Abstain | ||||
2. APPROVAL OF AMENDMENT TO THE
QLOGIC CORPORATION 2005
PERFORMANCE INCENTIVE PLAN
TO INCREASE THE AGGREGATE
SHARE LIMIT |
o | o | o | |||
3. RATIFICATION OF APPOINTMENT
OF KPMG LLP AS INDEPENDENT
AUDITORS |
o | o | o |
Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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M15935-P82521 |
This ‘DEF 14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/8/15 | ||||
10/29/10 | 10-Q, 8-K | |||
7/21/10 | DEF 14A | |||
6/1/10 | 4 | |||
5/22/10 | ||||
4/22/10 | ||||
3/28/10 | 10-K | |||
3/18/10 | ||||
8/24/09 | 4 | |||
For Period End: | 8/20/09 | 4, 8-K | ||
Filed as of / Effective on: | 7/16/09 | |||
Filed on: | 7/15/09 | |||
6/25/09 | ||||
6/16/09 | 4 | |||
6/10/09 | 4 | |||
6/5/09 | ||||
6/1/09 | 4 | |||
5/21/09 | 10-K, 4, 8-K | |||
5/15/09 | ||||
5/1/09 | ||||
4/29/09 | 4 | |||
4/22/09 | ||||
3/29/09 | 10-K | |||
3/27/09 | ||||
2/13/09 | SC 13G | |||
2/12/09 | 3, SC 13G | |||
2/10/09 | SC 13G | |||
2/5/09 | 3, SC 13G | |||
11/4/08 | 4 | |||
8/28/08 | 3, 4, 8-K, DEF 14A | |||
7/1/08 | ||||
4/22/08 | 3 | |||
4/4/08 | 8-K, 8-K/A | |||
3/30/08 | 10-K | |||
1/25/08 | 3, 8-K | |||
8/23/05 | 3, 4, DEF 14A | |||
6/9/05 | 8-K | |||
List all Filings |