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     **2.3****Stock Rights****.**The Employee will not be eligible to receive any furtherstock option or restricted stock unit grants after the Status Change Date. However,existing stock option and restricted stock unit grants will continue to vest, until theTermination Date, as described in Section 3, below.     **2.4****Benefit Plans****.**The Employee and the Employee’s dependents shall continueto be covered by the Company’s group benefit plans (e.g., medical, dental, vision care, andlife insurance), at the Company’s expense, except for the employee-paid portion of suchpremiums, until the last day of the month in which the Termination Date falls, to the sameextent the Employee and the Employee’s dependents were covered by said plans as of theAgreement Date. If the Employee desires to continue coverage, pursuant to COBRA, after theTermination Date, the Employee may do so at the Employee’s own expense; provided, however,that the Company shall reimburse the Employee for the first twelve (12) month’s of COBRAcoverage. The Employee understands and agrees that she must complete a COBRA applicationin order to receive the extension of health benefits beyond the Termination Date.     **2.5****Incentive Bonus Plans and Other Benefits****.**The Employee will no longer beeligible to participate in any bonus program after the Status Change Date. The Employeewill not be entitled to any other compensation, perquisites or benefits after the StatusChange Date, other than what is specifically set forth in this Section 2. The Employeewill be eligible for payment of a bonus for the Company’s 2008 fiscal year as determined bythe Company’s Chief Executive Officer and Compensation Committee of the Board of Directors.     **3. ****Outstanding Stock Rights****.**The Employee acknowledges that she holds the stockoptions and restricted stock units (the “Stock Rights”) set forth on AnnexBattached hereto and incorporated herein by this reference. The Employee acknowledges and agreesthat she has no other options, stock units, or other rights received from the Company to purchaseany stock or securities of the Company or any affiliate thereof (collectively, the “Issuers”). TheEmployee’s outstanding Stock Rights will continue to vest through the Termination Date. Any vestedstock options must be exercised within 90 days of the Termination Date. The Employee understandsand agrees that all Stock Rights which have not vested on or before the Termination Date willexpire on the Termination Date, and vested stock options not exercised within 90 days of theTermination Date will expire on the 91st day following the Termination Date. The Employeeacknowledges and agrees that she does not enter into this Agreement on the basis of or in reliancein any way on any representation or assurance of any Issuer or any officer, director, employee oragent of any Issuer regarding the current or future value of her Stock Rights or of any stock orsecurities of any Issuer.     **4. ****Release****.**     (a) The Employee, for herself, and her heirs, executors, administrators, assigns, successors,agents, and representatives, hereby irrevocably and unconditionally releases and forever dischargesthe Company, and each and all of its heirs, executors, administrators, successors, assigns,predecessors, owners, shareholders, agents, representatives, employees, consultants, insurers,officers, directors, attorneys, affiliates, partners, and corporate parents, subsidiaries, anddivisions (referred to herein collectively as the “Related Entities”) from any and all liabilities,claims, demands, contracts, debts, obligations and causes of action of every nature, character anddescription, past, present, and future, known or unknown, vested or contingent, ascertained orunascertained, suspected or unsuspected, existing or claimed to exist, in law, admiralty, orequity, under any theory of the law, whether common, constitutional, statutory, or otherwise, inany jurisdiction, foreign or domestic, which the Employee now owns or holds, or has at any timeheretofore owned or held, by reason of any matter, cause or thing occurred, done, omitted orsuffered to be done from the beginning of the world to the day of the Agreement Date, including,without limitation, (i) the Employee’s employment relationship with the Company (or any RelatedEntity), including employment through the Termination Date; and (ii) the termination of the
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Employee’s employment with the Company (or any Related Entity), including the Employee’sresignation as a vice president of the Company.     (b) The Employee acknowledges that the release contained in this Agreement includes, but isnot limited to, a release of all claims the Employee may have under all state, federal and locallaws pertaining to discrimination, harassment, the California or other applicable state Labor Code,family and medical leave laws, wage and hour laws, disability laws, civil rights laws, as well aslaws pertaining to claims of or for emotional distress, defamation, breach of contract, breach ofthe covenant of good faith and fair dealing, as well as equal pay laws and laws pertaining towrongful discharge, including, without limitation, the Equal Pay Act, the Occupational Safety andHealth Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of the CivilRights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,the Americans with Disabilities Act, the Fair Labor Standards Act and its state and localcounterparts, claims of discrimination under the Employee Retirement Income Security Act, theWorker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, theFamily and Medical Leave Act, the Rehabilitation Act of 1973, Executive Order 11246 and any otherexecutive order, the Uniform Services Employment and Reemployment Rights Act, the ImmigrationReform Control Act , the California Family Rights Act, and the California Fair Employment andHousing Act, all as amended. It is expressly understood by the Employee that among the variousrights and claims being waived in this release are those arising under the Age Discrimination inEmployment Act of 1967. The Employee understands that rights or claims under this law that mayarise after the date this Agreement is executed by her are not waived. The Employee alsounderstands that nothing in this Agreement is to be construed to interfere with the Employee’sability to file a charge with the Equal Employment Opportunity Commission concerning this Agreementor any conduct released herein, but the Employee acknowledges that by this Agreement she waives anyability to further collect, directly or indirectly, any monetary or non-monetary award based on anyconduct or omissions against the Company or any of the Related Entities.     (c) The Employee understands and agrees that if, hereafter, the Employee discovers factsdifferent from or in addition to those which the Employee now knows or believes to be true, thatthe waivers and releases of this Agreement shall be and remain effective in all respectsnotwithstanding such different or additional facts or the discovery of such fact. The Employeefurther agrees that the Employee fully and forever waives any and all rights and benefits conferredupon the Employee by the provisions of Section 1542 of the Civil Code of the State of California,or any other similar federal, state, or local law, which states as follows (parentheticals added):**“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR (i.e., THEEMPLOYEE) DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENTWITH THE DEBTOR (i.e., THE COMPANY).”**     (e) The provisions of this Section 4 shall survive the termination or expiration of thisAgreement for any reason.     **5. ****Restrictive Covenants; Confidentiality and Return of Company Property****.**     (a) Until April 20, 2010, the Employee shall not, without the prior written consent of theCompany’s Chief Executive Officer, (i) directly or indirectly solicit (or encourage any company orbusiness organization in which the Employee is an officer, employee, partner, director, consultantor member of a technical advisory board to solicit or employ) or (ii) refer to any employee searchfirms, any person who was employed by the Company as of the date hereof.     (b) Until April 20, 2010, the Employee shall not, without the prior written consent of theCompany’s Chief Executive Officer, at any time or for any reason, anywhere in the world, directlyor indirectly (i) engage in any business or activity, whether as an employee, consultant, partner,
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principal, agent, representative, stockholder (except as a holder of less than 5% of thecombined voting power of the outstanding stock of a publicly held company) or in any otherindividual, corporate or representative capacity, or render any services or provide any advice toany business, activity, person or entity, if the Employee knows or reasonably should know that suchbusiness, activity, service, person or entity, directly or indirectly, competes in any materialmanner with the Company’s business as constituted on the date hereof, or (ii) meaningfully assist,help or otherwise support any person, business, corporation, partnership or other entity oractivity, whether as an employee, consultant, partner, principal, agent, representative,stockholder (other than in the capacity as a stockholder of less than 5% of the combined votingpower of the outstanding shares of stock of a publicly held company) or in any other individual,corporate or representative capacity, to create, commence or otherwise initiate, or to develop,enhance or otherwise further, any business or activity if you know or reasonably should know thatsuch business, activity, service, person or entity, directly or indirectly, competes in anymaterial manner with the Company’s business as constituted on the date hereof. For the purposes ofthis Agreement, the Company’s competitors shall be those companies listed in the “Competition”section of the Company’s Form 10-K for the fiscal year ended December 31, 2008.     (c) If at any time the Employee violates the provisions above, any amounts remaining unpaid asset forth in this Agreement as well as any benefits provided for in this Agreement (other thanthose from qualified retirement or welfare plans) and any continuing vesting of stock options orrestricted stock units, if any, shall immediately be forfeited and terminated, and any amountsalready paid to the Employee in accordance with this Agreement, except for the sum of One ThousandDollars ($1,000) shall, at the Company’s sole discretion, be required to be repaid by the Employeeto the Company within ten (10) business days of the Company’s request in writing therefore. Thisprovision shall not affect the Company’s right to otherwise specifically enforce any provisionrelating to non-solicitation or non-competition that is in this Agreement or in any otheragreement, document or plan applicable to the Employee.     (d) The Employee acknowledges, agrees, and warrants that she will continue to maintain theconfidentiality of all confidential and proprietary information of the Company and third parties,and shall abide by the terms and conditions of the Employee Invention and Confidential InformationAgreement entered into between the Employee and the Company.     (e) The Employee represents and warrants that to the best of her knowledge and belief she hasreturned to the Company all tangible and intangible property of the Company in her possession,custody, or control except for her computer and cell phone, which the parties agree that she willretain. In addition, notwithstanding the foregoing representation and warranty, if the Employeediscovers she has retained any property of the Company, she shall promptly notify the Companythereof and take reasonable steps in accordance with the Company’s instructions to return suchproperty to the Company. The provisions of this Section 5 shall survive the expiration ortermination, for any reason, of this Agreement.     **6. ****Governing Law****.**This Agreement is entered into in the State of California and shallbe construed and interpreted in accordance with the laws of the State of California, excluding anyconflicts or choice of law rule or principle that might otherwise refer construction orinterpretation of this Agreement to the substantive law of any other jurisdiction.     **7. ****Confidentiality of this Agreement****.**The Employee warrants and agrees, absolutelyand unconditionally, that, absent the compulsion of legal process, she will keep the existence ofthis Agreement and the terms hereof, including, without limitation, the amount of money andconsideration she is receiving, completely confidential, and that she has done so; provided,however, that the Employee may disclose the existence of this Agreement and its terms, inconfidence, to her spouse and her attorneys, accountants, or other professional advisors who have alegitimate need to know the information contained herein.
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     **8. ****Further Actions****.**The Employee, for herself, and her heirs, executors,administrators, assigns and successors, covenants not to sue or otherwise institute or cause to beinstituted or in any way actively participate in or voluntarily assist in (except at the Company’srequest or as provided by law) the prosecution of any legal or administrative proceedings againstthe Company and/or any of the Related Entities with respect to any matter arising out of orrelating to any liabilities, claims, demands, contracts, debts, obligations and causes of actionreleased hereunder.     **9. ****No Admission of Liability****.**The Employee and the Company both acknowledge and agreethat this is a compromise settlement of the hereinabove mentioned dealings and disputes, which isnot in any respect to be deemed, construed, or treated as an admission or a concession of anyliability or wrongdoing whatsoever by either party for any purpose whatsoever.     **10. ****Non-Disparagement****.**The Employee and the Company agree that, in the future,neither will make any disparaging or defamatory remarks about the other or any of the RelatedEntities.     **11. ****Severability****.**If any term, clause or provision of this Agreement is construed tobe or adjudged invalid, void or unenforceable, such term, clause or provision will be construed assevered from this Agreement, and the remaining terms, clauses and provisions will remain in fullforce and effect.     **12. ****Counterparts****.**This Agreement may be executed in any number of counterparts, eachof which when so executed and delivered will be deemed to be an original and all of which takentogether will constitute one and the same instrument.     **13. ****Entire Agreement****.**This Agreement constitutes the entire understanding of theparties with respect to the subject matter hereof and supersedes any and all prior, contemporaneousor subsequent statements, representations, agreements or understandings, whether oral or written,between the parties with respect hereto. This Agreement shall inure to the benefit of theexecutors, administrators, heirs, successors and assigns of the parties hereto. The terms of thisAgreement may only be modified by a written instrument signed by the Employee and an authorizedofficer of the Company.     **14. ****Execution****.**For this Agreement to be effective, the Employee must sign and date iton the last page hereof, and return the executed original to the undersigned representative of theCompany, no later than the close of business on the date twenty-one (21) days after the AgreementDate, or this Agreement will be deemed rescinded by the Company, and thereafter void for allpurposes.     **15. ****Rescission Period****.**The Employee understands that she has a full seven (7) daysfollowing her execution and delivery of this Agreement to the Company to revoke her consent to thisAgreement by notifying the undersigned representative of the Company, of such revocation, inwriting, within that seven-day period. This Agreement shall not be effective or enforceable untilthe seven-day revocation period has expired (the “Effective Date”). In the event that the Employeerevokes this Agreement prior to the Effective Date, the Agreement shall be deemed void and neitherparty shall have any obligation hereunder, including the Company’s obligation to pay the amountsdescribed herein.     **16. ****Notices**. All notices, requests, demands, and other communications called forhereunder will be in writing and will be deemed given (a) on the date of delivery if deliveredpersonally, (b) one day after being sent overnight by a well established commercial overnightservice, or (c) four days after being mailed by registered or certified mail, return receiptrequested, prepaid and addressed to the parties or their successors at the following addresses, orat such other addresses as the parties may later designate in writing:
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       To the Company: LSI Corporation    1110 American Parkway NE    Allentown, PA 18109    Attn: General Counsel       To the Employee: Claudine Simson    [at the home address of record in the Employee’s personnel file]     **17. ****Opportunity to Consult Counsel****.**The Employee hereby acknowledges that she hasread and understands the foregoing Agreement and is being given the opportunity to consider thisAgreement for up to a full twenty-one (21) days from her receipt of this Agreement. **The*****Employeeis advised to consult with an attorney of her own choosing before signing this Agreement.***TheEmployee may execute this Agreement at any time prior to the expiration of the 21-day period andthat if she does so, she does so voluntarily, without any threat or coercion from anyone, knowingthat she is waiving her statutory right to consider this Agreement for a full twenty-one (21) days.
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BY SIGNING AND DELIVERING THIS AGREEMENT, THE EMPLOYEE STATES:     a. SHE HAS READ IT AND UNDERSTANDS IT AND HAS AT LEAST 21 DAYS TO CONSIDER IT AND A PERIOD OFSEVEN DAYS AFTER EXECUTING IT TO REVOKE IT;     b. SHE AGREES WITH IT AND IS AWARE THAT SHE IS GIVING UP IMPORTANT RIGHTS, INCLUDING RIGHTSPROVIDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT, FOR CONSIDERATION TO WHICH SHE WAS NOTALREADY OTHERWISE ENTITLED;     c. SHE WAS ADVISED TO, AND IS AWARE OF HER RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNINGIT; AND     d. SHE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.     **IN WITNESS WHEREOF**, the Parties have executed this Agreement on the date first written above.         LSI CORPORATION,