EMULEX CORPORATION 2005 EQUITY INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
Exhibit 10.52
EMULEX CORPORATION
2005 EQUITY INCENTIVE PLAN
2005 EQUITY INCENTIVE PLAN
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
This Amendment (the “Amendment”) to any and all Restricted Stock Unit Agreements (the
“Agreements”) by and between Emulex Corporation, a Delaware corporation (the
“Company”), and the person named below as Grantee, is hereby entered into effective April
20, 2010. All capitalized terms used herein not otherwise defined shall have the same meanings
ascribed to them in the Agreements.
RECITALS
WHEREAS, Grantee has been granted restricted stock units of the Company’s common stock (the
“RSUs”) pursuant to the Company’s 2005 Equity Incentive Plan (the “2005 Plan”),
subject to the vesting restrictions set forth in the Agreements;
WHEREAS, Section 3 of the Agreements provides that if Grantee shall cease Continuous Service
for any reason, the RSUs that have not vested as of such time shall be immediately cancelled.
WHEREAS, on November 19, 2008, the Board of Directors of the Company (the “Board”)
approved the Change in Control Retention Plan (the “Retention Plan”), effective November
20, 2008, and on January 15, 2009, the Compensation Committee of the Board approved amendments to
certain Key Employee Retention Agreements (“KERAs”), effective January 16, 2009, and
Grantee is either a participant in the Retention Plan or party to a KERA;
WHEREAS, Section 5(a) of the Retention Plan and Section 5(a) of the KERAs, as amended,
provides that upon a Termination Event during a Change in Control Period (each as defined in the
Retention Plan), the right of a participant to vest in stock units held as of the termination date
shall be fully accelerated so that all grants of stock units received the participant shall
thereafter be fully vested and non-forfeitable.
WHEREAS, pursuant to Section 3.3 of the 2005 Plan, the Administrator has the authority, inter
alia, to amend outstanding units granted under the 2005 Plan, including for the purpose of
modifying the time or manner of vesting and/or the term of any such unit; and
WHEREAS, pursuant to Section 13 of the Agreement, the parties desire to amend the Agreement so
that Grantee may benefit from the protections afforded in Section 5(a) of the Retention Plan or
Section 5(a) of the KERA, as applicable, in the case that Grantee experiences a Termination Event
during the Change in Control Period.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein,
the parties hereto hereby agree as follows:
1. Vesting. Section 3 of each of the Agreements is amended by adding the following
provisions at the end thereof:
Notwithstanding the foregoing, in the event that Grantee’s Continuous Service is
terminated by the Company (or its successor) without Cause or by Grantee for Good
Reason (as such terms is are defined in the Company’s Change in Control Retention
Plan (the “Retention Plan”) or Grantee’s Key Employee Retention Agreement (“KERA”),
as applicable), either (i) prior to a Change in Control (as defined in the Retention
Plan or the KERA, as applicable), at a time at which the Compensation Committee
determines that there is a reasonable likelihood that the Company will undergo a
Change in Control within the next 12 months, or (ii) within 24 months after a Change
in Control, then the following provisions will apply:
(A) In the case of clause (i) above, any unvested Restricted Stock Units shall
not be forfeited at the time Grantee’s Continuous Service is terminated, but rather,
shall be retained by Grantee and shall remain unvested, with no further vesting, for
a period of up to 12 months after Xxxxxxx’s Continuous Service. If a Change in
Control occurs during such 12-month period, the unvested Restricted Stock Units
immediately shall become 100% vested as provided in Section 5(a) of the Retention
Plan or Section 5(a) of the KERA, as applicable. If no Change in Control occurs
during such 12-month period, then the unvested Restricted Stock Units shall be
forfeited.
(B) In the case of clause (ii) above, any unvested Restricted Stock Units shall
not be forfeited at the time Grantee’s Continuous Service is terminated, but rather,
immediately shall become 100% vested as provided in Section 5(a) of the Retention
Plan or Section 5(a) of the KERA, as applicable.
3. Ratification and Affirmance. Subject to the foregoing, the parties hereto hereby
ratify and affirm the Agreements in each and every respect.
IN WITNESS WHEREOF, the Company and Xxxxxxx have duly executed this Amendment, to be effective
as of April 20, 2010.
| EMULEX CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| GRANTEE | ||||||
| Name: | ||||||
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