exhibit10-1.htm


    Exhibit
10.1

       

        
          

        

      

      
        	 
      	 
      	 
      
	
                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. 

       

      All or a portion of your Award may vest
on April 1, 2013 if you have not incurred a Termination of Service prior to that
date. Annex A describes how we will determine the portion of your Award, if any,
that will vest on that 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:

              	 
      	 
      


      

       

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Annex
A

      


       

      In order
for your award to vest on the date set forth in the notice of grant, each of the
following conditions must be satisfied:

       

      
        	
                1.  

              	
                You
      must not have incurred a Termination of Service before that
      date.

              


      

       

      
        	
                2.  

              	
                LSI’s
      Revenue Growth must be equal to or better than the Revenue Growth of at
      least 50% of the Peers.

              


      

       

      
        	
                3.  

              	
                The
      Compensation Committee of LSI’s Board of Directors must certify in writing
      (as contemplated by Section 162(m) of the Internal Revenue Code) that the
      condition in paragraph 2 was
satisfied.

              


      

       

      If these
conditions are satisfied, then the full number of Restricted Stock Units shown
in the notice of grant shall vest; provided, however, that the
Compensation Committee may, in its sole and absolute discretion, on or before
the vesting date set forth in the notice of grant, reduce the number of
Restricted Stock Units that so vest. The Compensation Committee currently
intends to reduce the number of Restricted Stock Units that vest using the
following methodology:

       

      
        	
                1.  

              	
                If
      LSI’s Adjusted Operating Income Growth is not equal to or better than the
      Adjusted Operating Income Growth of at least 50% of the Peers, then no
      Restricted Stock Units will vest.

              


      

       

      
        	
                2.  

              	
                If
      LSI’s Adjusted Operating Income Growth is equal to or better than the
      Adjusted Operating Income Growth of at least 50% of the Peers, then the
      number of Restricted Stock Units that vest will be reduced to the number
      obtained by multiplying your Target Award by the percentage determined in
      accordance with the table below.

              


      

       

      


      
        	
                If
      LSI’s Adjusted Operating Income Growth is equal to or better
      than  the Adjusted Operating Income Growth of this percentage of
      the Peers

              	
                Then
      we will multiply your Target Award by the following percentage to
      determine how many Restricted Stock Units vest:

              
	
                50th

              	
                50

              
	
                60th

              	
                100

              
	
                75th

              	
                200

              


      

       

      The
determination of the Compensation Committee will be final and binding. Any
Restricted Stock Units that do not vest will be cancelled. When calculating the
performance tests and the number of Restricted Stock Units that vest, we will
use the following concepts:

       

      
        	
                1.  

              	
                No
      additional Restricted Stock Units will vest if LSI’s Adjusted Operating
      Income Growth is greater than the Adjusted Operating Income Growth of more
      than 75% of the Peers.

              


      

       

      
        	
                2.  

              	
                For
      purposes of determining the percentage of the Peers that LSI has
      outperformed on Adjusted Operating Income Growth, we will look at the
      percentage of the Peer just below LSI and the Peer just above LSI and take
      the average of the two.

              


      

       

      
        	
                3.  

              	
                For
      purposes of determining how many Restricted Stock Units vest, we will use
      a sliding scale for performance between the levels listed in the table.
      For example, if LSI’s performance is better than 57% of the Peers, then
      the payout will be 85% of your Target Award (i.e., you’ll get 50% for
      exceeding 50% of the Peers, plus 35%, which is 70% of the difference
      between the payout at 50% performance and 60%
  performance).

              


      

       

      
        	
                4.  

              	
                No
      adjustments to the performance tests will be made if a Peer acquires or
      disposes of a business or assets.

              


      

       

      
        	
                5.  

              	
                If,
      on or before December 31, 2012, LSI disposes of one or more businesses
      that, in the aggregate, accounted for more than $25 million of LSI’s
      Revenue in the fiscal year(s) preceding the fiscal year in which the
      disposition(s) occurred, then the Revenue from the business(es) disposed
      of will be excluded from the calculation of Revenue for all
      periods.

              


      

       

      
        	
                6.  

              	
                If,
      on or before December 31, 2012, LSI acquires one or more businesses that,
      in the aggregate account for more than 10% of LSI’s revenue in 2012, then
      the Compensation Committee will have the discretion to reduce the number
      of Restricted Stock Units that vest (or make no adjustment) as it deems
      appropriate in its sole discretion to reflect the acquisition(s) and may
      consult with the Audit Committee in making any such
      determination.

              


      

       

      
        	
                7.  

              	
                For
      Peers with a December 31 fiscal quarter end, we will use Revenue and
      Adjusted Operating Income for the 12 months ending December 31 of the
      relevant year. For Peers with a fiscal quarter that ends on a date other
      than December 31, we will use Revenue and Adjusted Operating Income for
      the 12 months ending on the last day of the fiscal quarter ending
      immediately before December 31 in the relevant
  year.

              


      

       

      
        	
                8.  

              	
                To
      compute Revenue and Adjusted Operating Income, we will use information
      filed by LSI and the Peers with the U.S. Securities and Exchange
      Commission in reports on Form 10-Q and Form
  10-K.

              


      

       

      
        	
                9.  

              	
                No
      fractions of an RSU will vest. If the number of RSUs that would vest is
      not a whole number, then the number of RSUs that vest will be rounded down
      to the next whole number.

              


      

       

      
        	
                10.  

              	
                If
      a Change in Control occurs and the successor entity assumes this Award,
      the performance tests in this Award will be deemed met at a level that
      would result in the payout of your Target Award and your Target Award will
      vest on the date set forth in the Notice of Grant if you have not incurred
      a Termination of Service prior to that
date.

              


      

       

      
        	
                11.   

              	
                In
      the event of any changes in applicable accounting authority, the
      Compensation Committee will have the discretion to make changes or
      adjustments it deems appropriate to the performance tests in this Award,
      or the calculation of those tests, to maintain the original intent of this
      Award.

              


      

       

      Capitalized
terms in this Annex
A have the following meanings:

       

      “Adjusted
Operating Income” means a company’s operating income, determined in accordance
with US GAAP, excluding the impact of stock-based compensation, amortization of
intangibles and restructuring charges.

       

      “Adjusted
Operating Income Growth” means the percentage change in a company’s Adjusted
Operating Income from 2009 to 2012 (i.e., (2012 Adjusted Operating Income – 2009
Adjusted Operating Income) / 2009 Adjusted Operating Income).

       

      “Peers”
means those companies identified as the peer
group on page 22 of LSI’s proxy statement for its 2009 annual meeting of
stockholders. If a Peer is acquired or discontinues business operations or does
not file financial statements with the SEC prior to the Vesting Date for any
relevant period, then that company will not be considered a Peer and will be
excluded from the calculations for all periods.

       

      “Target
Award” means one half (50%) of the number of Restricted Stock Units indicated in
the Notice of Grant.

       

      “Revenue”
means revenue determined in accordance with US GAAP.

       

      “Revenue
Growth” means the percentage change in a company’s Revenue from 2009 to 2012
(i.e., (2012 Revenue – 2009 Revenue) / 2009 Revenue).