(d) A leave of absence or an interruption in service (including an interruption duringmilitary service) authorized or acknowledged by LSI or the Affiliate employing you will not bedeemed a Termination of Service.     5. **Who Can Exercise the Option**. Except as otherwise determined by the Committee in its solediscretion, during your lifetime, only you can exercise your option.     6. **Your Option is Not Transferable**. Except as otherwise provided in this Agreement, you maynot sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option or your rightsunder this Agreement (whether by operation of law or otherwise) and your option shall not besubject 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 underthis Agreement, or upon any attempted sale under any execution, attachment or similar process, youroption will terminate immediately.     7. **Exercise Procedure**. To exercise this option, you must give notice of exercise and pay theexercise price in such form and at such, time, place and/or manner as LSI may designate. When LSIdeems it necessary or desirable for regulatory reasons, LSI may require that when you exercise thisoption, you must simultaneously sell the shares you purchase.     8. **Tax Withholding and Payment Obligations**. If LSI determines that it and/or an Affiliate willwithhold or collect any Tax Obligations as a result of your option, you must make arrangementssatisfactory to LSI to satisfy all withholding and/or collection requirements and you may notexercise this option until you do so. You acknowledge that you have the ultimate liability for anyand all Tax Obligations imposed on you and that LSI and any Affiliate that employs you (a) make norepresentations or undertaking regarding treatment of those Tax Obligations; and (b) do not committo take any action to reduce or eliminate your liability for Tax Obligations. To the maximum extentpermitted by law, LSI and any Affiliate that employs you have the right to retain without noticefrom salary or other amounts payable to you, amounts sufficient to satisfy any Tax Obligations thatLSI 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 thisparagraph 8.     9. **Agreement Not To Solicit LSI Employees**. You agree that, without LSI’s prior writtenconsent, you will not solicit (or induce or encourage others to solicit) any employee of LSI or anySubsidiary to leave their employment with LSI or any Subsidiary. This agreement applies both whileyou are employed by LSI or any Subsidiary and for a period of 12 months after your employment withLSI or any Subsidiary ends, and is in addition to your separately enforceable obligations underexisting intellectual property and non-disclosure agreements, and under common law. You and LSIagree that the precise amount of damages LSI will experience if you violate your agreement in thefirst sentence of this paragraph 9 would be impracticable or extremely difficult to calculate orprove, and that $125,000 (the “Liquidated Damages”) constitutes a best estimate of those damagesfor each employee solicited or induced. You agree that, if you violate your agreement in the firstsentence of this paragraph 9, for each employee solicited or induced, at LSI’s election: (i) youwill pay the Liquidated Damages amount to LSI within 45 days of LSI’s written request; or (ii) LSImay cancel any unexercised portion of this Option and/or any other options to purchase LSI Sharesyou hold, and you will pay to LSI any remaining portion of the Liquidated Damages amount within 45days of LSI’s written request. The value of any options that LSI so cancels may not exceed theLiquidated Damages amount multiplied by the number of employees solicited or induced. LSI willcalculate that value on the cancellation date using the valuation methodology it then uses forfinancial reporting purposes.     10. **Suspension of Exercisability**.
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     (a) If at any time LSI determines that the listing, registration or qualification of theShares upon any securities exchange or under any state, federal or foreign law, or the consent orapproval of any governmental regulatory authority, is necessary or desirable as a condition of thepurchase of Shares hereunder, this option may not be exercised, in whole or in part, unless anduntil such listing, registration, qualification, consent or approval shall have been effected orobtained free of any conditions not acceptable to LSI. LSI shall make reasonable efforts to meetthe requirements of any such state, federal or foreign law or securities exchange and to obtain anysuch consent or approval of any such governmental authority.     (b) LSI may designate times when you cannot exercise this option in connection with corporateevents such as a stock split, reverse stock split, reclassification, spin-off, merger orchange-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 inrespect of any of the Shares issuable upon exercise of this option until those Shares are deliveredto 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 toapplicable 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 employedby LSI or any Affiliate or to interfere with or restrict in any way the right of LSI or theAffiliate to terminate your employment at any time for any reason whatsoever, with or without goodcause.     (b) LSI does not intend by granting this option to you to confer upon you the right to beselected to receive any future Award under the Plan.     13. **Address for Notices**. Any notice to be given to LSI under this Agreement must be inwriting 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, thisoption is not exercisable after the Expiration Date.     15. **Plan Governs**. In the event of a conflict between this Agreement and the Plan, the Planwill govern.     16. **Captions**. The captions in this Agreement are for convenience only and are not to serve asa 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 remainingprovisions of this Agreement.     18. **Modifications**. This Agreement constitutes the entire understanding of the parties on thesubjects covered. Modifications to this Agreement can be made only in writing by an authorizedofficer of LSI.
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     19. **Governing Law**. This Agreement is governed by the laws of the state of Delaware, UnitedStates, without regard to principles of conflict of laws.     20. **Electronic Delivery**. LSI may, in its sole discretion, deliver any documents related tothis Award, including materials relating to its Annual Meeting of Stockholders, by electronic meansor request your consent to participate in the Plan by electronic means. You hereby consent toreceive such documents by electronic delivery and agree to participate in the Plan through anyon-line or electronic system established and maintained by LSI or another third party designated byLSI.     21. **Committee Actions**. All actions taken and all interpretations and determinations made bythe 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 outsidethe United States.     22. **Acknowledgment and Waiver**. By [signing the Notice of Grant] [accepting this Award], youagree that: (a) Your participation in the Plan is voluntary.  (b) Your option is not part of your normal or expected compensation orsalary 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 asmay be specifically provided for by the applicable plan or agreement.  (c) The future value of the Shares subject to your option is unknown andcannot be predicted. It is possible that you will not make any money from thisoption.  (d) This option does not create an employment relationship between you andany entity.  (e) You have no right to make a claim of entitlement to compensation ordamages because of the expiration or termination this option, or any diminution invalue of the option, or Shares purchased under the Plan. If it should be determinedthat you did acquire any such rights, you irrevocably agree to release LSI and itsAffiliates, officers and employees from any such claim to the extent permitted byapplicable law.     **23. Data Privacy.** **(a)** **You understand that LSI may hold certain personal information aboutyou, 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 alloptions 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, inelectronic or other form, of Personal Data by LSI and its Affiliates for theexclusive**
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 ** **** ****purpose of implementing, administering or managing your participation inthe Plan and to the extent required in connection with LSI’s financial reporting.**  **(c)** **You understand that Personal Data may be transferred to any thirdparties assisting LSI in the administration of the Plan or involved in LSI’sfinancial reporting.**  **(d)** **You understand that the recipients of Personal Data may be locatedoutside your country of residence, and that the recipient’s country may havedifferent data privacy laws and protections than your country of residence.**  **(e)** **You authorize the recipients to receive, possess, use, retain andtransfer the Personal Data, in electronic or other form, for the purposes ofimplementing, administering or managing your participation in the Plan, includingany transfer of Personal Data as may be required for the administration of the Planand/or any subsequent transfer of Shares to your account at a brokerage firm and inconnection with LSI’s financial reporting.**  **(f)** **You understand that Personal Data will be held only as long asnecessary 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 hereinin writing by contacting LSI.**  **(h)** **You understand that withdrawing your consent may affect your ability toparticipate in the Plan.**     24. **Translation**. If this Agreement or any other document related to the Plan is translatedinto a language other than English, and if the translated version is different from the Englishlanguage version, the English language version will take precedence.     [Insert the remainder of the document for options awarded to the ELT and the CorporateController:] 25. **Acceptance of LSI Policy on Recoupment of Compensation**. By [signing the Notice ofGrant] [accepting this Award], you agree to comply with the LSI Policy on Recoupment ofCompensation attached hereto.
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LSI CorporationPolicy on Recoupment of CompensationLast revised: February 10, 2010**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 financialstatements, where the restatement is caused, in whole or in part, by such individual’s intentionalmisconduct.**Definitions**     “covered individual” means each member of the company’s executive leadership team, as well asthe company’s corporate controller.     “covered payments” means cash bonuses paid after the date of adoption of this policy and stockoptions, restricted stock units and any other equity-based awards granted under any stock-basedplan maintained by the company.     “covered period” means the period beginning on the day the financial statements that must berestated, or financial results for the latest period covered by such financial statement, are firstmade public, whether by press release or filing with the Securities and Exchange Commission, andending on the date that the restated financial statements are first filed with the Securities andExchange Commission.**Additional Terms**     The Committee anticipates determining the amount that it will recoup in accordance with thefollowing principles: **•** Cash bonuses: The portion of any bonus previously paid to a covered individual thatwould not have been paid if the company’s financial results had been as reported in therestatement, excluding the amount of taxes the Committee believes to be payable by thecovered individual in connection with the bonus, will be subject to recoupment. Bonusesshall not be subject to recoupment if they were paid more than five years prior to thedate on which the company determined that it would be necessary or appropriate torestate its financial statements.  **•** Stock options and stock appreciation rights: **•** Any awards outstanding at the time the Board or a committee of the Boarddetermines that a restatement is necessary or appropriate, as well as any awardsgranted after such time but before a determination is made as to
 

 
   whether the covered individual’s intentional wrongdoing contributed to the need to restate thefinancial statements, will be canceled.  **•** The net amount realized from any award exercised during the covered period willbe subject to recoupment. The net amount will be determined as the amountreceivable by the covered individual upon exercise of the award, less applicablecommissions and fees and the amount of taxes the Committee believes to be payableby the covered individual in connection with the exercise of the award.  **•** If the covered individual retains any shares after exercising a stock optionduring 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 Committeemay take into account its estimate of the covered individual’s tax liability inconnection with the award and the company’s tax withholding in connection with theaward. **•** Restricted stock units and similar awards: **•** Any awards outstanding at the time the Board or a committee of the Boarddetermines that a restatement is necessary or appropriate, as well as any awardsgranted after such time but before a determination is made as to whether thecovered individual’s intentional wrongdoing contributed to the need to restate thefinancial statements, will be canceled.  **•** 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 commissionsand fees, will be subject to recoupment.  **•** In determining the amounts subject to recoupment under the two precedingbullets, the Committee may take into account its estimate of the coveredindividual’s tax liability in connection with the award and the company’stax withholding in connection with the award. **•** If the company pays dividends on its common stock, the Committee may seek additionalrecoupment 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 theamount thereof from the date the cash was originally paid to or received by the coveredindividual until the date of repayment.  **•** The Committee will have discretion to determine a different amount to be recouped ifbelieves it to be appropriate under the circumstances.  **•** Recoupment will not be required if the restatement occurred following a change incontrol of LSI.
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