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EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
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THIS AMENDMENT to the Rights Agreement dated as of June 4, 1996, between
QLogic Corporation, a Delaware corporation (the "Company") and Xxxxxx Trust
Company of California (the "Rights Agent"), is dated as of this 19th day of
November, 1997.
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of June 4, 1996 (the "Rights Agreement");
WHEREAS, it is in the best interests of the stockholders of the Company
that the Rights Agreement be amended; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company
and the Rights Agent shall, if the Company so directs, amend any provision of
the Rights Agreement without the approval of holders of Common Stock;
NOW, THEREFORE, the parties agree to amend the Rights Agreement as
follows:
1. Section 7(b) of the Rights Agreement which currently reads:
"The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall
initially be $45.00, and shall be subject to adjustment from
time to time as provided in Section 11 hereof and shall be
payable in accordance with paragraph (c) below."
shall be amended to read in its entirety as follows:
"The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall
initially be $225.00, and shall be subject to adjustment from
time to time as provided in Section 11 hereof and shall be
payable in accordance with paragraph (c) below."
2. Section 27 of the Rights Agreement which currently reads:
"SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of
Common Stock. From and after the Distribution Date, the Company
and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of the
first proviso to Section 23(a) hereof, shall be effective only
if there are Continuing Directors and shall require
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the concurrence of a majority of such Continuing Directors), or
(iv) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided,
however, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such
supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident
with the interests of the holders of Common Stock."
shall be amended to read in its entirety as follows:
"SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented
or amended at the times and for the purposes set forth below;
provided, however, that no proposed supplement or amendment to
this Agreement shall be effective unless (i) there are
Continuing Directors and (ii) a majority of such Continuing
Directors, at a meeting of the Board of Directors duly called
and held, votes in favor of the adoption of such proposed
supplement or amendment. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of
Common Stock. From and after the Distribution Date, the Company
and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of the
first proviso to Section 23(a) hereof, shall be effective only
if there are Continuing Directors and shall require the
concurrence of a majority of such Continuing Directors), or (iv)
to change or supplement the provisions hereunder in any manner
which the Company may deem necessary or desirable and which
shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided,
however, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such
supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident
with the interests of the holders of Common Stock."
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3. Except as set forth herein, the Rights Agreement shall remain
in full force and effect, and terms not otherwise defined herein shall having
the meanings ascribed to them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
QLOGIC CORPORATION,
a Delaware corporation
By: /s/ X.X. XXXXX
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Name: X.X. Xxxxx
Title: President and Chief
Executive Officer
XXXXXX TRUST COMPANY OF CALIFORNIA
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Assistant Vice President
