Exhibit 10.33
 LSI Corporation
    
    1 800 372 24471621 Barber Lane
    
    lsi.comMilpitas, CA 95035
 
 Execution Copy
  To:
    
    Ruediger StrohRe:
    
    Benefits Summary Pursuant to the Agere Systems Inc.s Officer Severance Policy
 Leave of Absence:
    
    
    1/20/09  1/19/11
    
    
    Termination Date:
    
    1/19/11Annual Salary:
    
    $
    350,000
    
    
    Annual Target Bonus:
    
    $262,500 (75%)
  
    
    Separation Agreement.This Separation Agreement is intended to formalize and set forth the
terms of your separation under the Agere Systems Inc. Officer Severance Policy. This
Separation Agreement contains the entire agreement between LSI and you regarding the
termination of your employment and fully supersedes and replaces in its entirety the
provisions of the Agere Systems Inc. Officer Severance Policy and any other agreement relating
to your employment. All such other agreements, written or oral, are hereby terminated and
replaced with this Separation Agreement.
    
    Last Work Date.January 19, 2009. Your final paycheck for January, 2009 service shall be
paid on or about January 29, 2009.
    
    Leave of Absence (LOA); Payments.LSI agrees to place you on a Leave of Absence (LOA) from
January 20, 2009 through January 19, 2011 following which time you will terminate from LSIs
payroll. During the LOA, LSI shall pay you leave of absence payments (the LOA Payments) in
an amount equal to One Million and Two Hundred and Twenty-Five Thousand Dollars ($1,225,000)
as follows:
 1/20/09  7/21/09
    
    No payments
    
    April, 2010
    
    $
    29,166.67On or after 7/21/09
    
    $175,000.00
    
    March, 2010
    
    $
    29,166.67August, 2009
    
    $29,166.67
    
    June, 2010
    
    $
    29,166.67September, 2009
    
    $29,166.67
    
    July, 2010
    
    $
    29,166.67October, 2009
    
    $29,166.67
    
    August, 2010
    
    $
    29,166.67November, 2009
    
    $29,166.67
    
    September, 2010
    
    $
    29,166.67December, 2009
    
    $291,666.67
    
    October, 2010
    
    $
    29,166.67January, 2010
    
    $29,166.67
    
    November, 2010
    
    $
    29,166.67February, 2010
    
    $29,166.67
    
    December, 2010
    
    $
    291,666.66March, 2010
    
    $29,166.67
    
    January, 2010
    
    $
    29,166.67Total:
    
    $
    1,225,000.00




---



##### 



The LOA Payments shall be made in the ordinary course of LSIs payroll cycle and (i) represent
the gross amount before all applicable federal, state and local withholding taxes that are
required to, and will, be deducted by LSI, and (ii) except as set forth in this Agreement, are
in consideration of all amounts owed to you by LSI or its affiliates, including without
limitation any amounts that may be due to you under any LSI or Agere Systems Inc. (Agere)
benefit or welfare plan or policies.While on the LOA, you shall be treated the same as an active employee for all purposes,
including benefits. You will not, however, receive any further benefits under your retention
agreement as set forth in that certain letter dated March 2, 2007 or any continued vesting of
any LSI equity grants (stock options or RSUs) issued to you pursuant to that letter or
otherwise granted to you by LSI. Any such LSI equity grants shall cease vesting as of your
last day of work on January 19, 2009. LSI granted stock options and RSUs which have not vested
as of January 19, 2009 shall cancel and any vested LSI granted stock options will remain
exercisable for ninety (90) days following January 19, 2009. Your Agere equity grants (stock
options or RSUs) will be treated as set forth below. You will be eligible for payment of a
bonus for LSIs 2008 fiscal year as determined by the LSIs Chief Executive Officer and
Compensation Committee of the Board of Directors.In the event of your death while on LOA, then any unpaid portion of the LOA Payments will be
paid, in a lump sum, to your estate. Any Agere unvested stock options and RSUs that would have
otherwise vested during the remaining term of the LOA or upon your termination will vest
immediately upon your death and become exercisable by your estate. Any medical coverage will
end upon your death at which time any dependents covered at that time can continue coverage
under the Consolidated Omnibus Budget Reconciliation Act (Cobra) of 1986.
    
    Release and Waiver of Claims.As a condition to receiving the LOA payments and the other
benefits hereunder, you must sign a general waiver and release agreement in the attached form.
    
    Agere Equity.Your Agere equity grants (stock options or RSUs) will continue to vest during
the LOA, and upon your termination on January 19, 2011 any such unvested equity grants shall
vest and shall be treated in accordance with the provisions of the applicable agreements and
plans pursuant to which they were granted.
    
    Section 280G Gross-Up.To the extent applicable, all payments hereunder and any acceleration
of equity awards that become subject to excise taxes shall be grossed up for purposes of
Section 280G of the Internal Revenue Code of 1986, as amended.
    
    Qualified Benefits:You will receive a payout of your accrued retirement benefits under the
LSI 401(k) Plan in accordance with the terms of the plan.
    
    Benefits:You are eligible to continue your participation in LSIs medical, dental and
vision and insurance plans during the LOA period in the same manner as an active employee.
Upon termination you will be eligible to continue your participation in LSIs medical, dental
and vision plans through COBRA for up to 18 months at your cost.
   Page 2 of 3




---



##### 



LSI CORPORATION/s/ Ruediger Stroh

Ruediger Stroh
    
    By:
Name:
    
    /s/ Jon Gibson

Jon GibsonTitle:
    
    Vice President, Human Resources
 Date: January 16, 2009
    
    Date: January 16, 2009
 Page 3 of 3




---



##### 



GENERAL WAIVER AND RELEASE AGREEMENT
     Page 1 of 4




---



##### 



Page 2 of 4




---



##### 



Page 3 of 4




---



##### 



/s/  Ruediger StrohDate: January 16, 2009 Page 4 of 4