8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2009

EMULEX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	001-31353	51-0300558
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Susan Street Costa Mesa, California	92626
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 662-5600

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Incentive Plan

On August 29, 2009, the Compensation Committee of the Board of Directors of Emulex Corporation (the “Company”) approved certain amendments to the Emulex Corporation Executive Bonus Plan which was renamed the Emulex Corporation Executive Incentive Plan (as amended, the “Incentive Plan”) and established the Incentive Plan participants for fiscal 2010. The Incentive Plan is intended to provide incentives to corporate officers, executive officers, operating officers, senior vice presidents, vice presidents, senior directors and directors in the form of quarterly cash incentive payments based on Company performance against net revenue and net operating income targets established periodically and, in certain circumstances, other specified business goals. Actual goals for measurement purposes are the Company’s fiscal annual operating plan that is approved by the Board of Directors. In addition, discretionary awards for recognition of extraordinary contributions to the success of the company may be recommended by the Chief Executive Officer. All award recommendations are subject to the approval of the Compensation Committee.

Each participant in the Incentive Plan has a quarterly target award opportunity expressed as a percentage of quarterly gross base salary at the end of the quarter in question. The quarterly target award opportunity for participants range from 10% to 90% of quarterly base salary (the “target award percentage”). Target award percentages for executive officers generally range from 50% to 90%.

Each participant’s quarterly award opportunity is weighted based upon achieving a combination of corporate performance goals. For example, 45% of an executive officers award opportunity may be based upon achievement of net revenue performance goals with the remaining 55% of the award opportunity based on achievement of net operating income performance. Targeted quarterly awards are further adjusted by application of an accelerator formula pursuant to which awards are increased to reward for over-achievement of targets and decreased to minimize payments for performance below targeted levels. For example, if quarterly net revenue is 10% more than targeted net revenue, the award attributable to achievement of net revenue targets for such quarter will generally be 15% above the targeted award amount. Similarly, if quarterly revenue is 10% less than targeted net revenue, the award attributable to achievement of net revenue targets for such quarter will be decreased by 15% percent from the targeted award amount.

Net revenue and net operating income awards are treated separately regardless of the award formula. However, no net revenue award or net operating income award will be paid for a given quarter unless at least 80% of the corresponding net revenue or net operating income goal, as the case may be, is achieved. In addition, no award payout of any kind shall be made if net operating income is less than 50% of the applicable net operating income goal.

A participant must be an active regular full-time employee during the quarter for which the applicable incentive award is paid. Prorated payments will be made for employment for less than an entire quarter so long as the participant has been employed for a minimum of 30 calendar days during the quarter.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Exhibit Number	Exhibit Title or Description
10.1	Executive Incentive Plan of Emulex Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMULEX CORPORATION
(Registrant)

Date: September 2, 2009

By: JAMES M. MCCLUNEY                
James M. McCluney, President and CEO

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
10.1	Executive Incentive Plan of Emulex Corporation

EX-10.1

Exhibit 10.1

EMULEX CORPORATION
EXECUTIVE INCENTIVE PLAN

Plan Purpose

To focus members of the management team on the achievement of specific Company and individual accomplishments that contribute to the creation of shareholder value.

To assist in attracting and retaining top quality management.

General Plan Description

This Executive Incentive Plan (“Plan”) provides for a quarterly cash award based upon Company performance against net revenue and net operating income plan goals and specified business goals. In addition, a discretionary incentive for recognition of extraordinary contributions to the success of the company may be recommended. All incentive recommendations are subject to the approval of the Compensation Committee.

Eligibility

Corporate officers, executive officers, operating officers, senior vice presidents, vice presidents, senior directors, and directors excluding those eligible for sales commission (unless otherwise indicated within this Plan), are eligible for selection to participate in this Plan. A participant must be an active regular full-time employee during the quarter for which the incentive is paid. Prorated payments will be made for employment during portions of a quarter, provided the participant has been employed for a minimum of 30 calendar days during the quarter. Participants whose employment is terminated for “cause” (as defined below) are not eligible for any incentive payments even if the termination occurs following the end of a quarter for which a incentive otherwise would be paid.

Participation and Term

Actual Executive Incentive Plan participants will normally be selected from among those eligible annually, prior to the start of each fiscal year, by the President and Chief Executive Officer and approved by the Compensation Committee. The Plan is based on a fiscal year and may be modified, extended, or canceled annually at the discretion of the Compensation Committee.

Target Incentive Opportunity

Each eligible participant will be assigned a Target Award Opportunity expressed as a percentage of their actual gross quarterly base salary in effect at the end of the respective quarter. The Target Award Opportunity for:

[Category 1] is 90%
[Category 2] is 70%
[Category 3] is 70%
[Category 4] is 60%
[Category 5] is 50%
[Category 6] is 45%
[Category 7] is 35%
[Category 8] is 20%
[Category 9] is 10%

Incentive Award Criteria

Incentive award criteria will be based upon achieving a combination of corporate performance goals.

The weighting factors are:

	Category 1, 2, 4, 5, 6, 7, and 8	Category 3
Net revenue	45%	50%
Net operating income	55%	50%

The actual goals for measurement purposes will be the Company’s fiscal Annual Operating Plan (AOP) as approved by the Board of Directors. Corporate incentive components will be calculated according to the following procedure:

1. The Target Award Opportunity times the participant’s quarterly gross base salary equals the Target Award.

Example : 35% x $25,000 (quarterly salary) = $8,750 Target Award

2. The weighting factors for net revenue, net operating income, and subjective as stated above times the Target Award give the incentive target for each weighting factor.

       Example : 45% x $8,750 = $3,937.50 (net revenue target)
55% x $8,750 = $4,812.50 (net operating income target)

3. An accelerator formula of 1.5 x % of performance less 50% (Category 3 employee: 2.0 x % of performance less 100%) will be used for each part of the quantitative incentive award calculation to reinforce over-achievement opportunity as well as to minimize any incentive payments for performance below fiscal AOP planned levels.

Using the Example if the first quarter performance is 105% of net revenue and 110% of net income:

(105% x 1.50) less 50% = 157.5% — 50% = 107.5% of net revenue target:
107.5% x $3,937.50 = $4,232.81 net revenue incentive component

(110% x 1.50) less 50% = 165% — 50% = 115% of net operating income target:
115% x $4,812.50 = $5,534.38 net operating income incentive component

total first quarter incentive components = $9,767.19

Using the Example if the second quarter performance is 90% of net revenue and 80% of net
operating income:

(90% x 1.50) less 50% = 135% — 50% = 85% of net revenue target:
85% x $3,937.50= $3,346.88 net revenue incentive component

(80% x 1.50) less 50% = 120% — 50% = 70% of net operating income target:
70% x $4,812.50 = $3,368.75 net operating income incentive component

total second quarter incentive components = $6,715.63

4. Net revenue and net operating income will be treated as separate components independent of one another regardless of the award formula, and will be added to compute the cash award. However, a minimum threshold of 80% of the Board of Directors’ approved AOP for net revenue must be achieved for a net revenue incentive component to be included in the cash award. Likewise, a minimum threshold of 80% of the Board of Directors’ approved AOP for net operating income must be achieved for a net operating income component to be included in the cash award. No cash award of any kind shall be made if net operating income falls below 50% of the AOP approved plan.

5. In addition to the components based on net revenue and net operating income, a participant’s cash award may be adjusted by a Performance Contribution Factor (PCF) which represents the level of the employee’s contribution to the company’s results for the quarter, and the payment made to the participant shall be the cash award multiplied by the PCF. The PCF will be determined by the Company, and can range from 0.9 to 1.1, and a PCF other than 1.0 should be applied on an exception basis. The PCF for a participant will be based on the objectives set for that participant at the beginning of the quarter, and the participant’s progress against those objectives as discussed with his or her manager. If a participant receives a PCF of 0.9, he or she should also be on a performance improvement plan.

Discretionary Awards

Occasionally, an individual makes an extraordinary contribution to the success of the company, a contribution that deserves special recognition and financial reward. It is the intention of this “Discretionary Awards” provision to provide the President and CEO with the latitude to recommend unusual incentive payments to be made to such contributors when they occur. Such incentive recommendations are not subject to the guidelines of the Plan described above, but are subject to the review and prior approval of the Compensation Committee.

Payment of Awards

Any proposed awards by the President and CEO must be reviewed and approved by the Compensation Committee.

Awards will be paid approximately 30 days following the end of each quarter. All legally required deductions will be withheld.

Plan Administration

The Plan will be administered under the direction of the President and CEO of Emulex Corporation upon approval by the Emulex Compensation Committee. The administrator’s authority will include, but not be limited to:

Final approval of Plan participants, corporate performance goals, award opportunity and award payment.

Interpretation of all rules pertaining to the Plan.

Changes to the Plan or termination of the Plan, provided such changes or termination do not adversely affect the award opportunity or difficulty of earning awards following the beginning of the fiscal year.

Treatment of special events in calculating performance versus plan, such as a major acquisition or changes in accounting regulations.

Plan Term

This Plan will become effective on the first day of the fiscal year and end on the last day of the fiscal year.

Foreign Currency Considerations

All Plan participants whose gross base salary is not denominated in U.S. dollars will be paid in the same currency as their gross base salary. All incentive calculations will be made using the equivalent base salary in US currency as indicated in the most recent payroll information.

Definitions

Active Regular Full-time Employee: An employee working 40 hours per week.

Gross Base Salary: An employee’s base salary, and does not include payments for overtime, incentive payments of any type, or other income such as relocation allowances, employee referral payments, etc.

Net Revenue: Net revenue as presented in the Company’s consolidated financial statements.

Net Operating Income: Operating income as presented in the Company’s consolidated financial statements, excluding amortization, impairment of intangibles, incentive payments, profit sharing payments, retirement savings plan payments, share based compensation, severance payments, and worker’s compensation payments.

Termination for Cause: Termination of employment as a result of violation of one or more written or unwritten Company policies, procedures, principles or rules regarding employee conduct and behavior. If an employee is terminated for cause prior to payment of a quarterly incentive, the employee will not be eligible for the payment. Nothing in this Plan shall alter the at-will employment relationship between the Company and its employees. Either the Company or the employee may terminate the employment relationship at any time, for any reason or no reason, with or without any cause.

Approved by Compensation Committee:

Bruce C. Edwards	Date
Don M. Lyle	Date

Approved by President and CEO:

  James McCluney   Date