0000892569-06-001083 Sample Contracts

September 5, 2006
Key Employee Retention Agreement • September 6th, 2006 • Emulex Corp /De/ • Computer communications equipment • California

Both Emulex Corporation, a Delaware corporation (“Emulex”) and its affiliates, and its wholly owned subsidiary, Emulex Corporate Services Corporation, a California Corporation (the “Company”) value your services as Chief Executive Officer. Because the Company, Emulex and its affiliates wish to assure themselves of both present and future continuity of management in the event of any Change in Control (as defined below), as well as objectivity of management in the event of a proposed Change in Control, you and Emulex and the Company are hereby entering into the following agreements which amend, restate and supersede your prior key employee retention agreement with Emulex and its wholly owned subsidiary Emulex Corporation, a California Corporation with respect to your prior position as President and Chief Operating Officer of the Company:

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