Common use of Exchange Control Requirements Clause in Contracts

Exchange Control Requirements. You understand and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to China. You further understand that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and you hereby consent and agree that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to you. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand Grantee understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be agrees that, if he or she is subject to the registration and compliance of the Plan with applicable exchange control regulations laws in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to repatriate the cash proceeds from the mandatory sale of the shares of Common Stock issued upon vesting of acquired under the Award as well as any cash dividends paid on such shares of Stock Plan to China. You Grantee further understand understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, an Affiliate or the Employer or any other AffiliateEmployer, and you Grantee hereby consent consents and agree agrees that any cash proceeds from the sale of any shares of Common Stock issued upon vesting of acquired under the Award as well as any cash dividends paid on such shares of Stock Plan may be transferred to such special account prior to being delivered to youGrantee. You agree to sign any agreements, forms and/or consents that The proceeds may be reasonably requested by the Company (paid to Grantee in U.S. dollars or local currency at the Company’s designated broker) discretion. If the proceeds are paid to effectuate Grantee in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to Grantee in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. Grantee agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the remittances, transfers, conversions or other processes affecting time the proceedsproceeds are distributed to Grantee. You Grantee further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyThis Appendix includes additional terms and conditions that govern the grant (the “Award”) of restricted stock units (the “Restricted Stock Units”) to Grantee under the Emulex Corporation Amended and Restated 2005 Equity Incentive Plan (the “Plan”) if Grantee resides in one of the countries listed below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan and/or the Restricted Stock Unit Award Agreement (the “Agreement”), you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described aboveas applicable.

Exchange Control Requirements. You understand By accepting the Restricted Stock Units, Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you Participant will be required to repatriate the cash proceeds from the mandatory sale of the shares Shares and the receipt of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to China. You Participant further understand understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliateanother Subsidiary, and you Participant hereby consent consents and agree agrees that any proceeds from the sale of any shares Shares Participant acquires upon the vesting and settlement of Restricted Stock issued upon vesting of the Award as well as Units and any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youParticipant. You agree Participant further understands that the proceeds will be delivered to sign any agreementsParticipant as soon as possible, forms and/or consents that but there may be reasonably requested by delays in distributing the Company (or the Company’s designated broker) funds to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree Participant due to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyProceeds may be paid to Participant in U.S. dollars or local currency, you understand and agree at the Company’s discretion. If the proceeds are paid in U.S. dollars, Participant will be required to set up a U.S. dollar bank account in China so that the Company proceeds may be deposited into this account. If the proceeds are paid in local currency, Participant agrees that the Company, the Employer or any other Subsidiary in China is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree Participant agrees to bear any currency fluctuation risk between the time the shares of Stock cash proceeds are sold or dividends are paid received and the time the cash proceeds are distributed to you Participant through the special account described above. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Exchange Control Requirements. You understand and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local PRC exchange control requirements, you will be required to repatriate the cash proceeds from the mandatory sale of the shares of Stock Shares issued upon vesting the exercise of the Award as well as any cash dividends paid on such shares of Stock Option to China. You further understand that, under local lawapplicable laws, such repatriation of your cash proceeds may will need to be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliate, including the Employer, and you hereby consent and agree that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock Shares may be transferred to such special account prior to being delivered to you. You also understand that the Company will deliver the proceeds to you as soon as possible, but that there may be delays in distributing the funds to you due to exchange control requirements in China. Proceeds may be paid to you in U.S. dollars or local currency at the Company's discretion. If the proceeds are paid to you in U.S. dollars, you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any particular currency conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the date the Option is exercised and the time that (i) the Tax Obligations are converted to local currency and remitted to the tax authorities, and (ii) net proceeds are converted to local currency and distributed to you. You acknowledge that neither the Company nor any Affiliate will be held liable for any delay in delivering the proceeds to you. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s 's designated broker) broker to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You I understand and agree that, pursuant to local exchange control requirements, you I will be required to immediately repatriate the cash proceeds from the mandatory sale of the shares of Common Stock issued upon vesting of the Award as well as and any cash dividends paid on such shares of Common Stock to China. You I further understand that, under local law, such repatriation of my cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other parent, Subsidiary, or Affiliate, and you I hereby consent and agree that any proceeds from the sale of any shares of Common Stock issued upon vesting of the Award as well as or any cash dividends paid on such shares of Common Stock may be transferred to such special account prior to being delivered to youme. You agree to sign any agreements, forms and/or consents that The proceeds may be reasonably requested by the Company (paid to me in US dollars or local currency at the Company’s designated broker) discretion. In the event the proceeds are paid to effectuate me in US dollars, I understand that I will be required to set up a US dollar bank account in China and provide the bank account details to my Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to me in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. I agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the remittances, transfers, conversions or other processes affecting time the proceedsproceeds are distributed through any such special exchange account. You I further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand The Grantee understands and agree that your participation in agrees that, if the Plan and the vesting of Awards over shares of Stock under the Plan may be Grantee is subject to the registration and compliance of the Plan with applicable exchange control regulations laws in China. If , the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to immediately repatriate the to China any cash proceeds from the mandatory sale of the shares of Stock issued upon he or she receives at vesting of the Award as well as any cash dividends paid on such shares of Stock to ChinaRSUs. You The Grantee further understand that, under local law, such understands that the repatriation of such cash proceeds may will need to be effectuated effected through a special exchange control account established by the Company, the Employer Company or any other Affiliatean applicable Subsidiary, and you the Grantee hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account by the Company (or its designated brokerage firm) on the Grantee's behalf prior to being delivered to youhim or her. You agree The Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s 's designated brokerbrokerage firm) to effectuate such transfer. The Grantee acknowledges and agrees that the cash may be paid to the Grantee in U.S. dollars or local currency at the Company's discretion. If the proceeds are paid to the Grantee in U.S. dollars, the Grantee understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the Grantee in local currency, (a) the Grantee acknowledges that the Company is under no obligation to secure any of particular exchange conversion rate and that the remittancesCompany may face delays in converting the proceeds to local currency due to exchange control restrictions, transfers, conversions and (b) the Grantee agrees to bear any currency fluctuation risk between the Vesting Date or other processes affecting settlement date under the proceedsAgreement and the time (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities and/or (ii) the proceeds are converted to local currency and distributed to the Grantee. You further agree Finally, the Grantee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand Grantee understands and agree agrees that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to immediately repatriate the cash proceeds to China any funds resulting from the mandatory sale of Performance Shares (e.g., the shares of Stock issued upon vesting of the Award as well as any cash sales proceeds, dividends paid on such shares of Stock to ChinaShares). You Grantee further understand understands that, under local lawapplicable exchange control laws and regulations, such repatriation of cash proceeds funds may need to be effectuated effected through a special exchange control account established by the Company, the Employer or any other Affiliate, Parent or Subsidiary and you Grantee hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock funds may be transferred to such special account prior to being delivered to youGrantee. You agree Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree The proceeds may be paid to Grantee in U.S. dollars or in local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar account in China so that the proceeds may be deposited into this account. Grantee understands and acknowledges that the Company may face delays in distributing the proceeds to Grantee due to exchange control requirements in China. As a result, Grantee understands and acknowledges that neither the Company nor the Employer nor any other Parent or Subsidiary can be held liable for any delay in delivering the proceeds to Grantee. If the proceeds are paid in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange control conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control requirements. Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold or a dividend is paid and the time the net proceeds are converted to local currency and distributed to Grantee. Finally, Grantee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there Foreign Asset/Account Reporting Notification Chinese residents may be delays in converting required to report to the cash proceeds State Administration of Foreign Exchange (“SAFE”) all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-China residents. Under these rules, Grantee may be subject to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between reporting obligations for the time Performance Shares, Shares acquired under the shares of Stock are sold or dividends are paid Plan and the time the cash proceeds are distributed to you through the special account described abovePlan-related transactions.

Exchange Control Requirements. You understand Grantee understands and agree agrees that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to immediately repatriate the cash proceeds to China any funds resulting from the mandatory sale of Restricted Stock Units (e.g., the shares of Stock issued upon vesting of the Award as well as any cash sales proceeds, dividends paid on such shares of Stock to ChinaShares). You Grantee further understand understands that, under local lawapplicable exchange control laws and regulations, such repatriation of cash proceeds funds may need to be effectuated effected through a special exchange control account established by the Company, the Employer or any other Affiliate, Parent or Subsidiary and you Grantee hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock funds may be transferred to such special account prior to being delivered to youGrantee. You agree Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree The proceeds may be paid to Grantee in U.S. dollars or in local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar account in China so that the proceeds may be deposited into this account. Grantee understands and acknowledges that the Company may face delays in distributing the proceeds to Grantee due to exchange control requirements in China. As a result, Grantee understands and acknowledges that neither the Company nor the Employer nor any other Parent or Subsidiary can be held liable for any delay in delivering the proceeds to Grantee. If the proceeds are paid in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange control conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control requirements. Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold or a dividend is paid and the time the net proceeds are converted to local currency and distributed to Grantee. Finally, Grantee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there Foreign Asset/Account Reporting Notification Chinese residents may be delays in converting required to report to the cash proceeds State Administration of Foreign Exchange (“SAFE”) all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-China residents. Under these rules, Grantee may be subject to local currency due to exchange control restrictionsreporting obligations for the Restricted Stock Units, Shares acquired under the Plan and Plan-related transactions. You agree to bear any currency fluctuation risk between the time the shares of Stock There are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described aboveno country-specific provisions.