Attached files
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10-K - FORM 10-K - EMULEX CORP /DE/ | a57141e10vk.htm |
EX-32 - EX-32 - EMULEX CORP /DE/ | a57141exv32.htm |
EX-23 - EX-23 - EMULEX CORP /DE/ | a57141exv23.htm |
EX-21 - EX-21 - EMULEX CORP /DE/ | a57141exv21.htm |
EX-31.B - EX-31.B - EMULEX CORP /DE/ | a57141exv31wb.htm |
EX-31.A - EX-31.A - EMULEX CORP /DE/ | a57141exv31wa.htm |
EX-10.48 - EX-10.48 - EMULEX CORP /DE/ | a57141exv10w48.htm |
EX-10.25 - EX-10.25 - EMULEX CORP /DE/ | a57141exv10w25.htm |
EX-10.52 - EX-10.52 - EMULEX CORP /DE/ | a57141exv10w52.htm |
EX-10.46 - EX-10.46 - EMULEX CORP /DE/ | a57141exv10w46.htm |
Exhibit 10.24
EMULEX CORPORATION
Description of Compensation Arrangements with Non-Employee Directors Effective June 28, 2010
The following is a description of the compensation arrangements for the non-employee directors
of Emulex Corporation (the Company).
Directors Fees. Directors who are not employees of the Company receive a quarterly retainer
of $13,750 and reimbursement for travel expenses. In addition, the Chairmen of the
Nominating/Corporate Governance Committee, the Compensation Committee and the Audit Committee
receive additional quarterly retainers of $1,500, $2,000, and $3,000, respectively. Members of the
Nominating/Corporate Governance Committee and the Compensation Committee (other than the Chairmen)
receive an additional quarterly retainer of $1,000 and members of the Audit Committee (other than
the Chairman) receive additional quarterly retainers of $2,000. Directors who are employees of the
Company receive no additional compensation for serving on the Board of Directors. Directors are
entitled to reimbursement for out-of-pocket expenses in connection with attendance at Board and
committee meetings.
In addition, effective June 28, 2010, non-employee directors are entitled to a $1,500 per
meeting fee for each meeting attended by such director in excess of twelve meetings during the
fiscal year.
Equity Compensation. Upon becoming a director of the Company, a non-employee director receives
an automatic restricted stock award having an aggregate market value on the date of grant equal to
$200,000. The initial restricted stock award vests as to one half of the shares on the date of
grant and one half of the shares six months after the date of grant. Such initial automatic grant
is in lieu of the automatic 60,000 share option grant provided for in the Emulex Corporation 1997
Stock Award Plan for Non-Employee Directors (the Director Plan).
In addition, on December 2 of each year, each non-employee director receives an annual
restricted stock award having an aggregate market value on the date of grant equal to $125,000;
provided, however, the first annual grant will be reduced pro rata (based on the percentage of a
year served as a director prior to the date of the first annual grant) if the annual restricted
stock award is granted within less than one year after the grant of the $200,000 initial restricted
stock award described above. The annual restricted stock award vests as to one half of the shares
on the date of grant and one half of the shares six months after the date of grant. Such annual
grant is in lieu of the automatic 20,000 share annual option grant provided for in the Director
Plan and the 7,000 share restricted stock award grant that the Board previously approved to replace
the 20,000 share annual option grant.
The Board or a designated committee of the Board may grant additional compensation under the
Director Plan to non-employee directors in the form of stock options, restricted stock awards
and/or stock appreciation rights, which compensation may be in addition to or in lieu of the
compensation described above.
Indemnification. In addition to the indemnification afforded to directors under Delaware law
and the Companys Bylaws, the Company typically enters into an indemnification agreement with a new
director upon his or her appointment as a director. The form of the indemnification agreement is
attached as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 17, 2005. The
Company also maintains directors and officers liability insurance.