Emulex (ELX)

               (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

               (b) The Incumbent Directors cease for any reason to constitute at least a majority of the Board;

               (c) The adoption of a plan relating to the liquidation or dissolution of the Company; or

               (d) Any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the

               (a) any person, or any two or more persons acting as a group, and all affiliates of such person or persons, shall own beneficially one-third (1/3 ) or more of the common stock of the Company outstanding; or

               (b) if following:

          (i) a tender or exchange offer for voting securities of the Company (other than any such offer made by the Company), or

          (ii) a proxy contest for election of directors of the Company,

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