0000950137-05-001204 Sample Contracts

CHIEF EXECUTIVE OFFICER FORM] [DATE]
Key Employee Retention Agreement • February 4th, 2005 • Emulex Corp /De/ • Computer communications equipment • California

Both Emulex Corporation, a California corporation (the “Company”, including its affiliates), which is a wholly-owned subsidiary of Emulex Corporation, a Delaware corporation (“Emulex”), and Emulex value your services as Chairman and Chief Executive Officer of Emulex and the Company. Because the Company and Emulex 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, the Company and Emulex are hereby entering into the following agreements:

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