**Exhibit 10.34****SEPARATION AGREEMENT AND GENERAL RELEASE**     **THIS SEPARATION AGREEMENT AND GENERAL RELEASE**(the “Agreement”) is made and entered into this15th day of November, 2007 (the “Agreement Date”), between Jeffery L. Hoogenboom (the “Employee”)and LSI Corporation (together with its predecessors and its successors and assigns, the “Company”).W I T N E S S E T H:     **WHEREAS**, the Employee is currently employed by the Company;     **WHEREAS**, the Company and the Employee (the “Parties”) desire to set forth the terms on whichthe Employee is leaving his employment with the Company; and     **WHEREAS**, the Parties have negotiated and agreed to a final settlement of their respectiverights, obligations and liabilities;     **NOW THEREFORE**, in consideration of the promises and covenants contained in this Agreement, theParties agree as follows:     **1. ****Resignation****.**The Employee acknowledges and agrees that, effective as of January 5,2008 (the “Status Change Date”), the Employee hereby resigns all of his positions with the Company(including, but not limited to, his status as Executive Vice President, Sales of the Company), andany other positions (including directorships) with other entities that are affiliated with theCompany, other than his position as a Technical Consultant, as described in Section 2, below. TheEmployee agrees to execute any documents that may be necessary or appropriate to effect or tomemorialize any resignations from the Company or its affiliates contemplated by this Agreement,including the letter of resignation in the form attached hereto as AnnexAconcurrent herewith. Until the Status Change Date, the Employee shall continue to devote hisskills and abilities to the Company on a full time regular basis. Notwithstanding any of the termsof this Agreement, the Employee remains an “at will” employee for all purposes.     **2. ****Change In Status****.**From and after the Status Change Date, all compensation andbenefits shall cease, except for those specifically listed in this Section 2. The Employee’sposition with the Company, including all compensation and eligibility for benefits (other thanpost-termination benefits specifically described herein), shall terminate on the earlier of: (i)November 15, 2008, or (ii) the Employee’s commencement of any other employment, occupation, orconsulting activity such that this activity would include being an employee of a company andworking greater than nineteen (19) hours per week at a single employer (the “Termination Date”).          **2.1****Position and Continuation Salary****.**          (a) The Employee will remain an employee of the Company until such time as his employmentterminates on the Termination Date. The Employee’s job title, as of the Status Change Date, willbe “Technical Consultant.” In this position, the Employee will be required to provide technicalconsulting to the Company on an as-needed basis. The Employee’s position as Technical Consultant,and any other position with the Company, will terminate as of the Termination Date. During theEmployee’s tenure as a Technical Consultant from the Status Change Date until the Termination Date,the Employee shall be paid a base salary at an annualized rate of $325,000.00, paid every twoweeks, less any and all statutory withholding and deductions as may be required by law or asauthorized by the Employee (the gross amount being the “Continuation Salary”).
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          (b) If the Employee’s Termination Date is on or prior to May 15, 2008, the Continuation Salaryshall cease effective as of such Termination Date, and the Employee shall receive a one-timepayment equal to the difference between (i) $162,500, and (ii) the base salary received by theEmployee from November 15, 2007 to the Termination Date, less any and all statutory withholding anddeductions as may be required by law or as authorized by the Employee.     **2.2****Incentive Payments****.**Within thirty (30) days of the Status Change Date,the Employee will receive (a) a one time short-term incentive payout for 2007 in the amountof $149,000.00; and (b) a one time supplemental bonus payment in the amount of $75,000.00.Each of these payments will be made less any and all statutory withholding and deductionsas may be required by law or as authorized by the Employee.     **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; provided, however, thatin the event that the Termination Date is on or prior to March 20, 2008, then the Companyshall pay the Employee a cash payment equal to the value of 12,500 shares of the Company’scommon stock based on the closing price such stock on the Termination Date, less any andall statutory withholding and deductions as may be required by law or as authorized by theEmployee.     **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. The Employeeunderstands and agrees that he must complete a COBRA application in order to receive theextension 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 or benefits after the Status Change Date,other than what is specifically set forth in this Section 2. The Employee’s car allowanceand vacation accrual will be terminated effective as of the Status Change Date.     **3. ****Outstanding Stock Rights****.**The Employee acknowledges that he 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 he 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 he 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 his Stock Rights or of any stock orsecurities of any Issuer.     **4. ****Release****.**     (a) The Employee, for himself, and his 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,
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successors, assigns, predecessors, owners, shareholders, agents, representatives, employees,consultants, insurers, officers, directors, attorneys, affiliates, partners, and corporate parents,subsidiaries, and divisions (referred to herein collectively as the “Related Entities”) from anyand all liabilities, claims, demands, contracts, debts, obligations and causes of action of everynature, character and description, past, present, and future, known or unknown, vested orcontingent, ascertained or unascertained, suspected or unsuspected, existing or claimed to exist,in law, admiralty, or equity, under any theory of the law, whether common, constitutional,statutory, or otherwise, in any jurisdiction, foreign or domestic, which the Employee now owns orholds, or has at any time heretofore owned or held, by reason of any matter, cause or thingoccurred, done, omitted or suffered to be done from the beginning of the world to the day of theAgreement Date, including, without limitation, (i) the Employee’s employment relationship with theCompany (or any Related Entity), including employment through the Termination Date; and (ii) thetermination of the Employee’s employment with the Company (or any Related Entity), including theEmployee’s resignation as an executive officer 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 him 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 he 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 HIS FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS 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.
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     **5. ****Restrictive Covenants; Confidentiality and Return of Company Property****.**     (a) Until November 15, 2008, 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 November 15, 2008, 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,principal, agent, representative, stockholder (except as a holder of less than 5% of the combinedvoting power of the outstanding stock of a publicly held company) or in any other individual,corporate or representative capacity, or render any services or provide any advice to any business,activity, person or entity, if the Employee knows or reasonably should know that such business,activity, service, person or entity, directly or indirectly, competes in any material manner withthe Company’s business as constituted on the date hereof, or (ii) meaningfully assist, help orotherwise support any person, business, corporation, partnership or other entity or activity,whether as an employee, consultant, partner, principal, agent, representative, stockholder (otherthan in the capacity as a stockholder of less than 5% of the combined voting power of theoutstanding shares of stock of a publicly held company) or in any other individual, corporate orrepresentative capacity, to create, commence or otherwise initiate, or to develop, enhance orotherwise further, any business or activity if you know 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. For the purposes of thisAgreement, the Company’s competitors shall be those companies listed in the “Competition” sectionof the Company’s Form 10-K for the fiscal year ended December 31, 2006.     (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 he 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 his knowledge and belief he hasreturned to the Company all tangible and intangible property of the Company in his possession,custody, or control. In addition, notwithstanding the foregoing representation and warranty, ifthe Employee discovers he has retained any property of the Company, he shall promptly notify theCompany thereof and take reasonable steps in accordance with the Company’s instructions to returnsuch property to the Company. The provisions of this Section 6 shall survive the expiration ortermination, for any reason, of this Agreement.     **6. ****Governing Law****.**This Agreement is entered into in the State of North Carolina andshall be construed and interpreted in accordance with the laws of the State of North Carolina,
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excluding any conflicts or choice of law rule or principle that might otherwise referconstruction or interpretation of this Agreement to the substantive law of any other jurisdiction.     **7. ****Filing of this Agreement****.**The Employee and the Company both acknowledge that thedisclosure rules promulgated by the Untied States Securities & Exchange Commission require thatthis Agreement be publicly disclosed. The Company undertakes the obligation to file this Agreementwithin the time required by law.     **8. ****Further Actions****.**The Employee, for himself, and his 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 he has a full seven (7) daysfollowing his execution and delivery of this Agreement to the Company to revoke his 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.
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     **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:     To the Company: LSI Corporation   1110 American Parkway NE   Allentown, PA 18109   Attn: General Counsel     To the Employee: Jeffery L. Hoogenboom   116 Trellingwood Drive   Morrisville, NC 27560     **17. ****Opportunity to Consult Counsel****.**The Employee hereby acknowledges that he has readand understands the foregoing Agreement and is being given the opportunity to consider thisAgreement for up to a full twenty-one (21) days from his receipt of this Agreement. **The*****Employeeis advised to consult with an attorney of his 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 he does so, he does so voluntarily, without any threat or coercion from anyone, knowingthat he is waiving his 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. HE 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. HE AGREES WITH IT AND IS AWARE THAT HE IS GIVING UP IMPORTANT RIGHTS, INCLUDING RIGHTSPROVIDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT, FOR CONSIDERATION TO WHICH HE WAS NOT ALREADYOTHERWISE ENTITLED;     c. HE WAS ADVISED TO, AND IS AWARE OF HIS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT;AND     d. HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.     **IN WITNESS WHEREOF**, the Parties have executed this Agreement on the date first written above.             LSI CORPORATION,    a Delaware corporation         /s/ Jeffery L. Hoogenboom JEFFERY L. HOOGENBOOM   By: /s/ Jon R. Gibson JON R. GIBSON        Vice President, Human Resources  Date: November 15, 2007        
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