-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JgWMXKueiDEHRBZm3n4J3mircvha359t7PCiGmCnGaNuEuqGuqk4q67WktQkalga P9DcDUy7QspKQOCg1gVijw== 0000703360-09-000007.txt : 20090213 0000703360-09-000007.hdr.sgml : 20090213 20090213160759 ACCESSION NUMBER: 0000703360-09-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI CORP CENTRAL INDEX KEY: 0000703360 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942712976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10317 FILM NUMBER: 09603512 BUSINESS ADDRESS: STREET 1: 1621 BARBER LANE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084338000 MAIL ADDRESS: STREET 1: 1621 BARBER LANE CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: LSI LOGIC CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8-k.htm LSI CORPORATION FORM 8-K form8-k.htm

 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)

February 11, 2009

_________________________

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


DELAWARE
 
1-10317
 
94-2712976
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

1621 Barber Lane
Milpitas, California 95035
(Address of principal executive offices, including zip code)

(408) 433-8000
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):
 
 
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
[  ] 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.

Changes to Board of Directors

On February 11, 2009, the Board of Directors elected Michael G. Strachan to the Board. Mr. Strachan is a retired partner of accounting firm Ernst & Young LLP.

Upon his election to the Board, Mr. Strachan received an option to purchase 30,000 shares of our common stock under our 2003 Equity Incentive Plan. The option has a seven-year term, becomes exercisable in four equal annual installments and has an exercise price per share equal to the closing price of a share of our common stock on the date of grant.

On February 11, 2009, Michael J. Mancuso advised us that he would not stand for re-election as a director of the company at our 2009 annual meeting of stockholders.
 

Item 9.01
Financial Statements and Exhibits

 (d)
Exhibits.

Exhibit No.
Description
10.1
2003 Equity Incentive Plan Form of Nonqualified Stock Option Agreement for Employees.
10.2
2003 Equity Incentive Plan Form of Notice of Grant of Stock Option.
10.3
2003 Equity Incentive Plan Form of Restricted Stock Unit Agreement.
10.4
2003 Equity Incentive Plan Form of Notice of Grant of Restricted Stock Units.
10.5
2003 Equity Incentive Plan Form of Nonqualified Stock Option Agreement for Non-Employee Directors


 




 
-2-

 

SIGNATURES

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.

   
LSI CORPORATION
   
 
/s/ Bryon Look
   
Bryon Look
Executive Vice President and Chief Financial Officer


Date: February 13, 2009


 
-3-

 

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Exhibit 10.1


 
LSI CORPORATION
 
 
NONQUALIFIED STOCK OPTION AGREEMENT
 
On the grant date (the “Grant Date”) shown on the attached Notice of Grant of Stock Option (the “Notice of Grant”), LSI Corporation granted you a Nonqualified Stock Option under the LSI Corporation 2003 Equity Incentive Plan (the “Plan”) covering the number of shares of LSI common stock indicated on the Notice of Grant. The Notice of Grant and this agreement collectively are referred to as the “Agreement”. Capitalized terms that are not defined in this agreement or the Notice of Grant have the same meaning as in the Plan.
 
1. Grant of Option. LSI has granted you a nonqualified stock option to purchase, on the terms set forth in this Agreement and the Plan, all or any part of the Number of Shares shown on the Notice of Grant. The option is a separate incentive in connection with your employment and is not in lieu of any salary or other compensation for your services. The option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code.
 
2. Exercise Price. The price per Share at which you can purchase LSI common stock under this option (the “Exercise Price”) is the Exercise Price shown on the Notice of Grant.
 
3. When the Option Becomes Exercisable. Except as otherwise provided in this Agreement, the option becomes exercisable with respect to the numbers of Shares and on the dates shown on the Notice of Grant. You may not exercise any portion of your option that is not exercisable. Your right to exercise the option will terminate on the Expiration Date shown on the Notice of Grant or earlier if provided in this Agreement or in the Plan.
 
4. Effect of Your Termination of Service.
 
                         (a) Termination of Employment. Except as provided in paragraph 4(b) or 4(c), if you have a Termination of Service for any reason, your right to exercise any portion of your option that is exercisable when your employement ends will terminate 90 days after the date of your Termination of Service or, if earlier, the Expiration Date shown on the Notice of Grant.
 
         (b) Death or Disability. If you have a Termination of Service because you die or become totally disabled, any portion of your option that was exercisable on the date of your Termination of Service will remain exercisable until the earlier of 12 months from that date and the Expiration Date shown on the Notice of Grant.
 
         (c) Discharge for Misconduct. If you have a Termination of Service because of your Misconduct (as defined below), your right to exercise this option will terminate immediately when your employment ends.  "Misconduct means (i) willful breach or neglect of duty; (ii) failure or refusal to work or to comply with LSI's rules, policies, or practices; (iii) dishonesty; (iv) insubordination; (v) being under the influence of drugs (except to the extent medically prescribed) while on duty or on LSI premises (or those of an Affiliate); (vi) conduct endangering, or likely to endanger the health or safety of another employee, any other person or the property of LSI or an Affiliate; (vii) your violation of LSI's Standards of Business Conduct, or (viii) conviction of, or plea of nolo contendere to, a felony.
 
         (d) A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by LSI or the Affiliate employing you will not be deemed a Termination of Service.
 
5. Who Can Exercise the Option.  Except as otherwise determined by the Committee in its sole discretion, during your lifetime, only you can exercise your option.
 
6. Your Option is Not Transferable.  Except as otherwise provided in this Agreement, you may not sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option or your rights under this Agreement (whether by operation of law or otherwise) and your option shall not be subject to sale under execution, attachment or similar process.  Upon any attempt to sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option, or of any rights under this Agreement, or upon any attempted sale under any execution, attachment or similar process, your option will terminate immediately.
 
7. Exercise Procedure. To exercise this option, you must give notice of exercise and pay the exercise price in such form and at such, time, place and/or manner as LSI may designate. When LSI deems it necessary or desirable for regulatory reasons, LSI may require that when you exercise this option, you must simultaneously sell the shares you purchase.
 
8. Tax Withholding and Payment Obligations. If LSI determines that it and/or an Affiliate will withhold or collect any Tax Obligations as a result of your option, you must make arrangements satisfactory to LSI to satisfy all withholding and/or collection requirements and you may not exercise this option until you do so. You acknowledge that you have the ultimate liability for any and all Tax Obligations imposed on you and that LSI and any Affiliate that employs you (a) make no representations or undertaking regarding treatment of those Tax Obligations; and (b) do not commit to take any action to reduce or eliminate your liability for Tax Obligations. To the maximum extent permitted by law, LSI and any Affiliate that employs you have the right to retain without notice from salary or other amounts payable to you, amounts sufficient to satisfy any Tax Obligations that LSI determines has not or cannot be satisfied through other means. By [signing the Notice of Grant] [accepting this Award], you expressly consent to any additional cash withholding under this paragraph 8.
 
9. Agreement Not To Solicit LSI Employees.  You agree that, without LSI’s prior written consent, you will not solicit (or induce or encourage others to solicit) any employee of LSI or any Subsidiary to leave their employment with LSI or any Subsidiary. This agreement applies both while you are employed by LSI or any Subsidiary and for a period of 12 months after your employment with LSI or any Subsidiary ends, and is in addition to your separately enforceable obligations under existing intellectual property and non-disclosure agreements, and under common law. You and LSI agree that the precise amount of damages LSI will experience if you violate your agreement in the first sentence of this paragraph 9 would be impracticable or extremely difficult to calculate or prove, and that $125,000 (the “Liquidated Damages”) constitutes a best estimate of those damages for each employee solicited or induced.  You agree that, if you violate your agreement in the first sentence of this paragraph 9, for each employee solicited or induced, at LSI's election:  (i) you will pay the Liquidated Damages amount to LSI within 45 days of LSI’s written request; or (ii) LSI may cancel any unexercised portion of this Option and/or any other options to purchase LSI Shares you hold, and you will pay to LSI any remaining portion of the Liquidated Damages amount within 45 days of LSI’s written request. The value of any options that LSI so cancels may not exceed the Liquidated Damages amount multiplied by the number of employees solicited or induced. LSI will calculate that value on the cancellation date using the valuation methodology it then uses for financial reporting purposes.
 
10. Suspension of Exercisability.
 
(a) If at any time LSI determines that the listing, registration or qualification of the Shares upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to LSI.  LSI shall make reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority.
 
(b) LSI may designate times when you cannot exercise this option in connection with corporate events such as a stock split, reverse stock split, reclassification, spin-off, merger or change-in-control transaction. If the option is scheduled to expire during one of those periods, you will need to exercise the option before that period begins.
 
11. No Rights of Stockholder.  You will not have any of the rights of a stockholder of LSI in respect of any of the Shares issuable upon exercise of this option until those Shares are delivered to you or deposited in your account at LSI’s designated broker.
 
12. No Effect on Employment or Future Awards.
 
(a)           Your employment with LSI or one of its Affiliates is on an at-will basis only, subject to applicable law and the terms of any employment agreement you may have with LSI or an Affiliate.  Nothing in this Agreement or the Plan is intended to give you any right to continue to be employed by LSI or any Affiliate or to interfere with or restrict in any way the right of LSI or the Affiliate to terminate your employment at any time for any reason whatsoever, with or without good cause.
 
(b) LSI does not intend by granting this option to you to confer upon you the right to be selected to receive any future Award under the Plan.
 
13. Address for Notices.  Any notice to be given to LSI under this Agreement must be in writing and addressed to LSI Corporation, Attn: Stock Administration Department, Mailstop D-206, 1621 Barber Lane, Milpitas, CA 95035, or such other address as LSI may designate in writing.
 
14. Maximum Term of Option.  Notwithstanding any other provision of this Agreement, this option is not exercisable after the Expiration Date.
 
15. Plan Governs.  In the event of a conflict between this Agreement and the Plan, the Plan will govern.
 
16. Captions.  The captions in this Agreement are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.
 
17. Agreement Severable.  If any provision in this Agreement is held invalid or unenforceable, that invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.
 
18. Modifications.  This Agreement constitutes the entire understanding of the parties on the subjects covered. Modifications to this Agreement can be made only in writing by an authorized officer of LSI.
 
19. Governing Law.  This Agreement is governed by the laws of the state of Delaware, United States, without regard to principles of conflict of laws.
 
20. Electronic Delivery.  LSI may, in its sole discretion, deliver any documents related to this Award, including materials relating to its Annual Meeting of Stockholders, by electronic means or request your consent to participate in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by LSI or another third party designated by LSI.
 
21. Committee Actions. All actions taken and all interpretations and determinations made by the Board or its delegate will be final and binding on you, LSI and all other interested persons. No member of the Board and no delegate will have any personal liability for any action, determination or interpretation made with respect to the Plan or this Agreement.
 
 
Paragraphs 22 through 24 below apply only if you are employed by a subsidiary of LSI outside the United States.
 
22. Acknowledgment and Waiver.  By [signing the Notice of Grant] [accepting this Award], you agree that:
 
(a)  
Your participation in the Plan is voluntary.
 
(b)  
Your option is not part of your normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, or end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement.
 
(c)  
The future value of the Shares subject to your option is unknown and cannot be predicted. It is possible that you will not make any money from this option.
 
(d)  
This option does not create an employment relationship between you and any entity.
 
(e)  
You have no right to make a claim of entitlement to compensation or damages because of the expiration or termination this option, or any diminution in value of the option, or Shares purchased under the Plan. If it should be determined that you did acquire any such rights, you irrevocably agree to release LSI and its Affiliates, officers and employees from any such claim to the extent permitted by applicable law.
 
23. Data Privacy.
 
(a)  
You understand that LSI may hold certain personal information about you, including but not limited to your name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in LSI, details of all options or any other entitlements to shares awarded, canceled, purchased, or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Personal Data");
 
(b)  
You consent to the collection, use, processing, and transfer, in electronic or other form, of Personal Data by LSI and its Affiliates for the exclusive purpose of implementing, administering or managing your participation in the Plan and to the extent required in connection with LSI’s financial reporting.
 
(c)  
You understand that Personal Data may be transferred to any third parties assisting LSI in the administration of the Plan or involved in LSI’s financial reporting.
 
(d)  
You understand that the recipients of Personal Data may be located outside your country of residence, and that the recipient’s country may have different data privacy laws and protections than your country of residence.
 
(e)  
You authorize the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering or managing your participation in the Plan, including any transfer of Personal Data as may be required for the administration of the Plan and/or any subsequent transfer of Shares to your account at a brokerage firm and in connection with LSI’s financial reporting.
 
(f)  
You understand that Personal Data will be held only as long as necessary to implement, administer or manage your participation in the Plan.
 
(g)  
You understand that you may, at any time, review the Personal Data, require any necessary amendments to Personal Data or withdraw the consents herein in writing by contacting LSI.
 
(h)  
You understand that withdrawing your consent may affect your ability to participate in the Plan.
 
24. Translation.  If this Agreement or any other document related to the Plan is translated into a language other than English, and if the translated version is different from the English language version, the English language version will take precedence.
 
[Insert the remainder of the document for options awarded to the ELT and the Corporate Controller:] 25. Acceptance of LSI Policy on Recoupment of Compensation. By [signing the Notice of Grant] [accepting this Award], you agree to comply with the LSI Policy on Recoupment of Compensation attached hereto.
 

 

 
 

 

LSI Corporation

Policy on Recoupment of Compensation

Adopted by the Compensation Committee of the Board of Directors on November 12, 2008


Policy Statement

Each “covered individual” must, if requested by the Compensation Committee, repay or return “covered payments” in the event that the company issues a material restatement of its financial statements, where the restatement is caused, in whole or in part, by such individual’s intentional misconduct.

Definitions

“covered individual” means each executive officer of the company, as well as the company’s corporate controller.

“covered payments” means cash bonuses paid after the date of adoption of this policy and stock options, restricted stock units and any other equity-based awards granted under any stock-based plan maintained by the company.

“covered period” means the period beginning on the day the financial statements that must be restated, or financial results for the latest period covered by such financial statement, are first made public, whether by press release or filing with the Securities and Exchange Commission, and ending on the date that the restated financial statements are first filed with the Securities and Exchange Commission.

Additional Terms

The Committee anticipates determining the amount that it will recoup in accordance with the following principles:

·  
Cash bonuses: The portion of any bonus previously paid to a covered individual that would not have been paid if the company’s financial results had been as reported in the restatement, excluding the amount of taxes the Committee believes to be payable by the covered individual in connection with the bonus, will be subject to recoupment. Bonuses shall not be subject to recoupment if they were paid more than five years prior to the date on which the company determined that it would be necessary or appropriate to restate its financial statements.
·  
Stock options and stock appreciation rights:
o  
Any awards outstanding at the time the Board or a committee of the Board determines that a restatement is necessary or appropriate, as well as any awards granted after such time but before a determination is made as to whether the covered individual’s intentional wrongdoing contributed to the need to restate the financial statements, will be canceled.
o  
The net amount realized from any award exercised during the covered period will be subject to recoupment. The net amount will be determined as the amount receivable by the covered individual upon exercise of the award, less applicable commissions and fees and the amount of taxes the Committee believes to be payable by the covered individual in connection with the exercise of the award.
o  
If the covered individual retains any shares after exercising a stock option during the covered period, the Committee may require those shares to be returned. In determining the number of shares it will require to be returned, the Committee may take into account its estimate of the covered individual’s tax liability in connection with the award and the company’s tax withholding in connection with the award.
·  
Restricted stock units and similar awards:
o  
Any awards outstanding at the time the Board or a committee of the Board determines that a restatement is necessary or appropriate, as well as any awards granted after such time but before a determination is made as to whether the covered individual’s intentional wrongdoing contributed to the need to restate the financial statements, will be canceled.
o  
For any awards that vested during the covered period:
§  
If the covered individual still holds any of the vested shares, those shares will be subject to recoupment.
§  
If the shares were sold, the proceeds of the sale, net of commissions and fees, will be subject to recoupment.
§  
In determining the amounts subject to recoupment under the two preceding bullets, the Committee may take into account its estimate of the covered individual’s tax liability in connection with the award and the company’s tax withholding in connection with the award.
·  
If the company pays dividends on its common stock, the Committee may seek additional recoupment based on the dividends paid or payable during the covered period.
·  
If cash is to be recouped, the Committee may require the payment of interest on the amount thereof from the date the cash was originally paid to or received by the covered individual until the date of repayment.
·  
The Committee will have discretion to determine a different amount to be recouped if believes it to be appropriate under the circumstances.
·  
Recoupment will not be required if the restatement occurred following a change in control of LSI.

 

 
 

 

EX-10.2 4 exhibit10-2.htm NOTICE OF GRANT OF STOCK OPTION exhibit10-2.htm
Exhibit 10.2
 
     
Notice of Grant of
 
LSI CORPORATION
Stock Option
 
ID: 94-2712976
Under the
 
1621 BARBER LANE
LSI Corporation 2003 Equity Incentive Plan
 
MILPITAS, CALIFORNIA 95035
 
       
GRANTEE NAME
 
Award Number:
 
Address
 
Grant Date:
 
Address
 
Number of Shares:
 
   
Exercise Price:
 
   
Expiration Date:
 
 
 
On the grant date shown above, LSI Corporation granted you a nonqualified stock option covering the number of shares shown above under the LSI Corporation 2003 Equity Incentive Plan. When exercisable, the option will allow you to purchase shares of LSI’s common stock for a price per share equal to the exercise price shown above. Your right to exercise this Option will terminate on the expiration date shown above or earlier if provided in the attached Nonqualified Stock Option Agreement or in the plan.
 
 
Your option will become exercisable with respect to the number of shares and at the time or times indicated below, but only if [any applicable performance requirements indicated below have been met and] you have not incurred a Termination of Service prior to the applicable time.
 
         
Shares
 
Vesting Date
 
         
         
         
         
         
         
         
 
 
By your signature below, you agree that this award is governed by this Notice of Grant, the attached Nonqualified Stock Option Agreement and the LSI Corporation 2003 Equity Incentive Plan. You acknowledge that you have received, read and understand this Notice of Grant, the attached agreement and the plan. You agree to accept as binding all decisions or interpretations of the Board of Directors of LSI or its delegate regarding any questions relating to this Notice of Grant, the attached agreement or the plan.
 
     
______________________________________________
   
GRANTEE NAME
   
Date:
   


 

 
 

 

EX-10.3 5 exhibit10-3.htm RESTRICTED STOCK UNIT AGREEMENT exhibit10-3.htm
Exhibit 10.3


 
LSI CORPORATION
 
 
RESTRICTED STOCK UNIT AGREEMENT
 
 
On the grant date (the “Grant Date”) shown on the attached Notice of Grant of Restricted Stock Unit Award (the “Notice of Grant”), LSI Corporation (“LSI” or the “Company”) granted you the number of Restricted Stock Units under the LSI Corporation 2003 Equity Incentive Plan (the “Plan”), indicated on the Notice of Grant. The Notice of Grant and this agreement collectively are referred to as the “Agreement.” Capitalized terms that are not defined in this agreement or the Notice of Grant have the same meaning as in the Plan.
 
 
1. Grant. LSI has granted to you the number of restricted stock units indicated in the Notice of Grant.  We refer to the restricted stock units subject to this award as the “Restricted Stock Units”. When the Restricted Stock Units become payable, or “vest”, they will be subject to the appropriate tax withholdings.
 
 
2. LSI’s Obligation to Pay. Unless and until the Restricted Stock Units vest, you will have no right to payment of them. Prior to actual payment of any vested Restricted Stock Units, those Restricted Stock Units will represent an unsecured obligation of LSI.
 
 
3. Vesting Schedule. The Restricted Stock Units are scheduled to vest in accordance with the vesting schedule in the Notice of Grant. Restricted Stock Units scheduled to vest on any date actually will vest only if you have not incurred a Termination of Service prior to that date and any performance goals required to be met have been met. Unless the Board determines otherwise, vesting will continue during any LSI-approved leave of absence.
 
 
4. Payment after Vesting. Any Restricted Stock Units that vest will be paid to you in whole shares, subject to you satisfying any applicable tax withholding obligations. Subject to paragraph 8(b), any Restricted Stock Units that vest will be paid in shares as soon as practicable after vesting, but in each such case no later than the 15th day of the third month following the vesting date.
 
 
5. Forfeiture. Notwithstanding any contrary provision of this Agreement, any Restricted Stock Units that have not vested at the time of your Termination of Service will be cancelled.
 
 
6. Death. Any distribution or delivery to be made to you under this Agreement will, if you are then deceased, be made to the administrator or executor of your estate. Before distribution or delivery, the administrator or executor must furnish LSI with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to LSI to establish the validity of the transfer and compliance with any laws or regulations pertaining to the transfer.
 
 
7. Withholding of Taxes.
 
 
(a)  Whenever Restricted Stock Units vest, you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction.
 
 
(b)  Whenever Restricted Stock Units vest, LSI will withhold a portion of the shares otherwise issuable that have an aggregate market value sufficient to pay Tax Obligations determined by LSI to be applicable in connection with such vesting. If LSI determines Tax Obligations are applicable in connection with your Restricted Stock Units at any other time, LSI may, in its sole discretion, collect from you an amount equal to such Tax Obligations in any of the following ways: (i) by withholding a portion of the proceeds from your sale of the shares issued to you upon vesting of Restricted Stock Units, (ii) by withholding, or having the Affiliate that employs you withhold, such amount from salary or other amounts payable to you, or (iii) requiring you to pay such amount to LSI.  LSI may require or otherwise allow you to make alternate arrangements to satisfy such Tax Obligations.
 
 
(c)  LSI will not withhold or issue any fractional shares.  LSI will not deliver shares unless and until arrangements satisfactory to LSI have been made for the satisfaction of Tax Obligations.
 
 
(d)  To the maximum extent permitted by law, LSI (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to you, amounts sufficient to satisfy any Tax Obligations that LSI determines cannot be satisfied through the withholding of shares.  All Tax Obligations related to the Restricted Stock Units and any shares delivered upon vesting are your sole responsibility. By [signing the Notice of Grant] [accepting this Award], you expressly consent to the withholding of shares and to any additional cash withholding under this paragraph 7.
 
 
8. Committee Discretion.
 
 
(a)  The Committee, in its discretion, may accelerate the vesting of some or all of the Restricted Stock Units at any time. If so accelerated, those Restricted Stock Units will be considered as having vested as of the date specified by the Committee.  Subject to this paragraph 8, if the Committee accelerates the vesting of any Restricted Stock Units, the payment of such accelerated Restricted Stock Units will be made no later than the 15th day of the third month following the accelerated vesting date. However, if the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, then, to the extent necessary to avoid additional taxation under Section 409A, the payment of the accelerated portion of those Restricted Stock Units will be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in paragraph 3 (whether or not you remain employed by LSI or an Affiliate as of such date(s)), including any necessary delay under paragraph 8(b).
 
 
(b)  Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of any Restricted Stock Units is accelerated in connection with your Termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by LSI), other than due to death, and if (x) you are a “specified employee” within the meaning of Section 409A at the time of such Termination of Service and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your Termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until at least six (6) months and one (1) day following the date of your Termination of Service, unless you die following your Termination of Service, in which case the Restricted Stock Units will be paid in shares to your estate or beneficiary as soon as practicable following your death.  It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units or shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.  
 
 
9. Rights as Stockholder. You will not have any of the rights of a stockholder of the Company in respect of any shares deliverable hereunder until those shares have been delivered to you or deposited in your account at LSI’s designated broker. After you receive the shares, you will have all the rights of a stockholder of LSI with respect to voting those shares and receipt of dividends and distributions on those shares.
 
 
10. No Effect on Employment or Future Awards.
 
 
(a) Subject to applicable law and any employment agreement you may have, the terms of your employment will be determined from time to time by LSI, or the subsidiary that employs you, and your employer can terminate or change the terms of your employment at any time for any reason whatsoever, with or without good cause. Neither the grant to you of the Restricted Stock Units nor the vesting schedule set forth in the Notice of Grant constitute an express or implied promise of continued employment for any period of time.
 
 
(b) LSI does not intend by granting this Award to you to confer upon you the right to be selected to receive any future Award under the Plan.
 
 
11. Address for Notices. Any notice to be given to LSI under this Agreement must be in writing and addressed to LSI Corporation, Attn: Stock Administration Department, Mailstop D-206, 1621 Barber Lane, Milpitas, CA 95035, or such other address as LSI may designate in writing.
 
 
12. Award is Not Transferable. You may not transfer, assign, pledge or hypothecate in any way (whether by operation of law or otherwise) the Restricted Stock Units and the Restricted Stock Units will not be subject to sale under execution, attachment or similar process. If you attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units, or upon any attempted sale under any execution, attachment or similar process, the Restricted Stock Units immediately will be cancelled.
 
 
13. Restrictions on Sale of Securities. The shares you receive as payment for vested Restricted Stock Units are expected to be registered under the U.S. federal securities laws and be transferable by you free of any restriction under the Plan. However, your subsequent sale of the shares will be subject to any market blackout-period that may be imposed by LSI and must comply with LSI’s Stock Trading Policy and any applicable securities laws.
 
 
14. Additional Conditions to Issuance of Shares. LSI will not be required to issue any shares pursuant to this Agreement until each of the following events has happened: (a) the shares have been listed on all stock exchanges on which shares of the same class are then listed; (b)  any registration or other qualification of the shares under any state, federal or foreign law or under the rules or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee will, in its absolute discretion, deem necessary or advisable has been completed; (c) any approval or other clearance from any state, federal or foreign governmental agency, which the Committee will, in its absolute discretion, determine to be necessary or advisable has been obtained; and (d) the lapse of a reasonable period of time following the date of vesting of the Restricted Stock Units based on the extent of the processes followed by LSI when issuing such shares, which period may vary based on the circumstances.
 
 
15. Plan Governs. In the event of a conflict between this Agreement and the Plan, the Plan will govern.
 
 
16. Captions. The captions in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
 
 
17. Agreement Severable. If any provision in this Agreement is held invalid or unenforceable, that invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.
 
 
18. Modifications. This Agreement constitutes the entire understanding of the parties on the subjects covered. Modifications to this Agreement can be made in writing only by an authorized officer of the Company.  Notwithstanding anything to the contrary in the Plan or this Agreement, LSI reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of shares under this Award.
 
 
29.  Governing Law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to principles of conflict of laws.
 
 
20. Electronic Delivery.  LSI may, in its sole discretion, deliver any documents related to this Award, including materials relating to its Annual Meeting of Stockholders, by electronic means or request your consent to participate in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by LSI or another third party designated by LSI.
 
 
21. Committee Actions. All actions taken and all interpretations and determinations made by the Board or its delegate will be final and binding on you, LSI and all other interested persons. No member of the Board and no delegate will have any personal liability for any action, determination or interpretation made with respect to the Plan or this Agreement.
 
 
Sections 22 through 24 below apply only if you are employed by a subsidiary of LSI outside the United States.
 
22. Acknowledgment and Waiver.  By [signing the Notice of Grant] [accepting this Award], you agree that:
 
(a) Your participation in the Plan is voluntary.
 
(b) Your Restricted Stock Units are not part of your normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, or end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement.
 
(c) The future value of the Restricted Stock Units is unknown and cannot be predicted.
 
(d) This award of Restricted Stock Units does not create an employment relationship between you and any entity.
 
(e) You have no right to make a claim of entitlement to compensation or damages because of the forfeiture of any portion of this Restricted Stock Unit award. If it should be determined that you did acquire any such rights, you irrevocably agree to release LSI and its Affiliates, officers and employees from any such claim to the extent permitted by applicable law.
 
23. Data Privacy.
 
(a) You understand that LSI may hold certain personal information about you, including but not limited to your name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in LSI, details of all Restricted Stock Units or any other entitlements to shares awarded, canceled, purchased, or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Personal Data");
 
(b) You consent to the collection, use, processing, and transfer, in electronic or other form, of Personal Data by LSI and its Affiliates for the exclusive purpose of implementing, administering or managing your participation in the Plan and to the extent required in connection with LSI’s financial reporting.
 
(c) You understand that Personal Data may be transferred to any third parties assisting LSI in the administration of the Plan or involved in LSI’s financial reporting.
 
(d) You understand that the recipients of Personal Data may be located outside your country of residence, and that the recipient’s country may have different data privacy laws and protections than your country of residence.
 
(e) You authorize the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering or managing your participation in the Plan, including any transfer of Personal Data as may be required for the administration of the Plan and/or any subsequent transfer of Shares to your account at a brokerage firm and in connection with LSI’s financial reporting.
 
(f) You understand that Personal Data will be held only as long as necessary to implement, administer or manage your participation in the Plan.
 
(g) You understand that you may, at any time, review the Personal Data, require any necessary amendments to Personal Data or withdraw the consents herein in writing by contacting LSI.
 
(h) You understand that withdrawing your consent may affect your ability to participate in the Plan.
 
24. Translation.  If this Agreement or any other document related to the Plan is translated into a language other than English, and if the translated version is different from the English language version, the English language version will take precedence.
 

 

 
 

 

EX-10.4 6 exhibit10-4.htm NOTICE OF GRANT OF RESTRICTED STOCK UNITS exhibit10-4.htm
Exhibit 10.4

 
     
Notice of Grant of
 
LSI CORPORATION
Restricted Stock Unit Award
 
ID: 94-2712976
Under the
 
1621 BARBER LANE
LSI Corporation 2003 Equity Incentive Plan
 
MILPITAS, CALIFORNIA 95035

       
GRANTEE NAME
 
Award Number:
 
Address
 
Grant Date:
 
Address
 
Number of Restricted Stock Units:
 

 
On the grant date shown above, LSI Corporation granted you the number of restricted stock units shown above under the LSI Corporation 2003 Equity Incentive Plan.  If and when it vests, each restricted stock unit entitles you to receive one share of LSI common stock.  We typically will withhold some of the shares you would receive when the restricted stock units vest to satisfy applicable tax or similar withholding obligations.
 
 
The value of the shares subject to the award on the Grant Date was $____________.
 
 
Your award will vest according to the vesting schedule shown below. Vesting will occur only if [any applicable performance requirements indicated below have been met and] you have not incurred a Termination of Service prior to the vesting date.
 
         
Shares
 
Vesting Date
 
         
         
         
         
         
         
         

 
By your signature below, you agree that this award is governed by this Notice of Grant, the attached Restricted Stock Unit Agreement and the LSI Corporation 2003 Equity Incentive Plan. You acknowledge that you have received, read and understand this Notice of Grant, the attached agreement and the plan. You agree to accept as binding all decisions or interpretations of the Board of Directors of LSI or its delegate regarding any questions relating to the plan, this Notice of Grant or the attached agreement.

     
________________________________________________
   
GRANTEE NAME
   
Date:
   
 


 

 

 
 

 

EX-10.5 7 exhibit10-5.htm NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS exhibit10-5.htm
Exhibit 10.5

 
LSI CORPORATION
 
 
NONQUALIFIED STOCK OPTION AGREEMENT
 
On the grant date (the “Grant Date”) shown on the attached Notice of Grant of Stock Option (the “Notice of Grant”), LSI Corporation granted you a Nonqualified Stock Option under the LSI Corporation 2003 Equity Incentive Plan (the “Plan”) covering the number of shares of LSI common stock indicated on the Notice of Grant. The Notice of Grant and this agreement collectively are referred to as the “Agreement”. Capitalized terms that are not defined in this agreement or the Notice of Grant have the same meaning as in the Plan.
 
1. Grant of Option. LSI has granted you a nonqualified stock option to purchase, on the terms set forth in this Agreement and the Plan, all or any part of the Number of Shares shown on the Notice of Grant. The option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code.
 
2. Exercise Price. The price per Share at which you can purchase LSI common stock under this option (the “Exercise Price”) is the Exercise Price shown on the Notice of Grant.
 
3. When the Option Becomes Exercisable. Except as otherwise provided in this Agreement, the option becomes exercisable with respect to the numbers of Shares and on the dates shown on the Notice of Grant. You may not exercise any portion of your option that is not exercisable. Your right to exercise the option will terminate on the Expiration Date shown on the Notice of Grant or earlier if provided in this Agreement or in the Plan.
 
4. Effect of Your Termination of Service.
 
                       (a) Termination of Service. Except as provided in paragraph 4(b) or 4(c), if you have a Termination of Service for any reason, your right to exercise any portion of your option that is exercisable on the date of your Termination of Service will terminate 90 days after that date or, if earlier, the Expiration Date shown on the Notice of Grant.
 
                       (b) Death or Disability. If you have a  Termination of Service because you die or become totally disabled, any portion of your option that was exercisable on the date of your Termination of Service will remain exercisable until the earlier of 12 months from that date and the Expiration Date shown on the Notice of Grant.
 
                       (c) Discharge for Misconduct.  If you have a Termination of Service because of your Misconduct (as defined below), your right to exercise this option will terminate immediately when your service ends.  "Misconduct" means (i) willful breach or neglect of duty; (ii) dishonesty; (iii) being under the influence of drugs (except to the extent medically prescribed) while on duty or on LSI premises (or those of an Affiliate); (iv) conduct endangering, or likely to endanger the health or safety of another employee, any other person or the property of LSI or an Affiliate; (v) your violation of LSI's Standards of Business Conduct, or (vi) conviction of, or plea of nolo contendere to, a felony.
 
                       (d) A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by LSI will not be deemed a Termination of Service. 
 
5. Who Can Exercise the Option.  Except as otherwise determined by the Committee in its sole discretion, during your lifetime, only you can exercise your option.
 
6. Your Option is Not Transferable.  Except as otherwise provided in this Agreement, you may not sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option or your rights under this Agreement (whether by operation of law or otherwise) and your option shall not be subject to sale under execution, attachment or similar process.  Upon any attempt to sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option, or of any rights under this Agreement, or upon any attempted sale under any execution, attachment or similar process, your option will terminate immediately.
 
7. Exercise Procedure. To exercise this option, you must give notice of exercise and pay the exercise price in such form and at such, time, place and/or manner as LSI may designate. When LSI deems it necessary or desirable for regulatory reasons, LSI may require that when you exercise this option, you must simultaneously sell the shares you purchase.
 
8. Tax Withholding and Payment Obligations. If LSI determines that it will withhold or collect any Tax Obligations as a result of your option, you must make arrangements satisfactory to LSI to satisfy all withholding and/or collection requirements and you may not exercise this option until you do so. You acknowledge that you have the ultimate liability for any and all Tax Obligations imposed on you and that LSI (a) makes no representations or undertaking regarding treatment of those Tax Obligations; and (b) does not commit to take any action to reduce or eliminate your liability for Tax Obligations. To the maximum extent permitted by law, LSI has the right to retain without notice from amounts payable to you, amounts sufficient to satisfy any Tax Obligations that LSI determines has not or cannot be satisfied through other means. By [signing the Notice of Grant] [accepting this Award], you expressly consent to any additional cash withholding under this paragraph 8.
 
9. Suspension of Exercisability.
 
(a) If at any time LSI determines that the listing, registration or qualification of the Shares upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to LSI.  LSI shall make reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority.
 
(b) LSI may designate times when you cannot exercise this option in connection with corporate events such as a stock split, reverse stock split, reclassification, spin-off, merger or change-in-control transaction. If the option is scheduled to expire during one of those periods, you will need to exercise the option before that period begins.
 
10. No Rights of Stockholder.  You will not have any of the rights of a stockholder of LSI in respect of any of the Shares issuable upon exercise of this option until those Shares are delivered to you or deposited in your account at LSI’s designated broker.
 
11. Address for Notices.  Any notice to be given to LSI under this Agreement must be in writing and addressed to LSI Corporation, Attn: Stock Administration Department, Mailstop D-206, 1621 Barber Lane, Milpitas, CA 95035, or such other address as LSI may designate in writing.
 
12. Maximum Term of Option.  Notwithstanding any other provision of this Agreement, this option is not exercisable after the Expiration Date.
 
13. Plan Governs.  In the event of a conflict between this Agreement and the Plan, the Plan will govern.
 
14. Captions.  The captions in this Agreement are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.
 
15. Agreement Severable.  If any provision in this Agreement is held invalid or unenforceable, that invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.
 
16. Modifications.  This Agreement constitutes the entire understanding of the parties on the subjects covered. Modifications to this Agreement can be made only in writing by an authorized officer of LSI.
 
17. Governing Law.  This Agreement is governed by the laws of the state of Delaware, United States, without regard to principles of conflict of laws.
 
18. Electronic Delivery.  LSI may, in its sole discretion, deliver any documents related to this Award, including materials relating to its Annual Meeting of Stockholders, by electronic means or request your consent to participate in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by LSI or another third party designated by LSI.
 
19. Committee Actions. All actions taken and all interpretations and determinations made by the Board or its delegate will be final and binding on you, LSI and all other interested persons. No member of the Board and no delegate will have any personal liability for any action, determination or interpretation made with respect to the Plan or this Agreement.
 
20. Data Privacy. If you reside outside the United States:
 
(a)  
You understand that LSI may hold certain personal information about you, including but not limited to your name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares or directorships held in LSI, details of all options or any other entitlements to shares awarded, canceled, purchased, or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Personal Data");
 
(b)  
You consent to the collection, use, processing, and transfer, in electronic or other form, of Personal Data by LSI and its Affiliates for the exclusive purpose of implementing, administering or managing your participation in the Plan and to the extent required in connection with LSI’s financial reporting.
 
(c)  
You understand that Personal Data may be transferred to any third parties assisting LSI in the administration of the Plan or involved in LSI’s financial reporting.
 
(d)  
You understand that the recipients of Personal Data may be located outside your country of residence, and that the recipient’s country may have different data privacy laws and protections than your country of residence.
 
(e)  
You authorize the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering or managing your participation in the Plan, including any transfer of Personal Data as may be required for the administration of the Plan and/or any subsequent transfer of Shares to your account at a brokerage firm and in connection with LSI’s financial reporting.
 
(f)  
You understand that Personal Data will be held only as long as necessary to implement, administer or manage your participation in the Plan.
 
(g)  
You understand that you may, at any time, review the Personal Data, require any necessary amendments to Personal Data or withdraw the consents herein in writing by contacting LSI.
 
(h)  
You understand that withdrawing your consent may affect your ability to participate in the Plan.
 

 

 
 

 

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