equal to such Tax Obligations in any of the following ways: (i) by withholding a portion ofthe proceeds from your sale of the shares issued to you upon vesting of Restricted Stock Units,(ii) by withholding, or having the Affiliate that employs you withhold, such amount from salary orother amounts payable to you, or (iii) requiring you to pay such amount to LSI. LSI may require orotherwise allow you to make alternate arrangements to satisfy such Tax Obligations.     (c) LSI will not withhold or issue any fractional shares. LSI will not deliver shares unlessand until arrangements satisfactory to LSI have been made for the satisfaction of Tax Obligations.     (d) To the maximum extent permitted by law, LSI (or the employing Affiliate) has the right toretain without notice from salary or other amounts payable to you, amounts sufficient to satisfyany Tax Obligations that LSI determines cannot be satisfied through the withholding of shares. AllTax Obligations related to the Restricted Stock Units and any shares delivered upon vesting areyour sole responsibility. By [signing the Notice of Grant] [accepting this Award], you expresslyconsent to the withholding of shares and to any additional cash withholding under this paragraph 7.     8. **Committee Discretion**.     (a) The Committee, in its discretion, may accelerate the vesting of some or all of theRestricted Stock Units at any time. If so accelerated, those Restricted Stock Units will beconsidered as having vested as of the date specified by the Committee. Subject to this paragraph8, if the Committee accelerates the vesting of any Restricted Stock Units, the payment of suchaccelerated Restricted Stock Units will be made no later than 60 days following the acceleratedvesting date. However, if the Restricted Stock Units are “deferred compensation” within the meaningof Section 409A, then, to the extent necessary to avoid additional taxation under Section 409A, thepayment of the accelerated portion of those Restricted Stock Units will be made at the same time ortimes as if such Restricted Stock Units had vested in accordance with the vesting schedule setforth in paragraph 3 (whether or not you remain employed by LSI or an Affiliate as of suchdate(s)), including any necessary delay under paragraph 8(b).     (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting ofany Restricted Stock Units is accelerated in connection with your Termination of Service (providedthat such termination is a “separation from service” within the meaning of Section 409A, asdetermined by LSI), other than due to death**,**and if (x) you are a “specified employee” within themeaning of Section 409A at the time of such Termination of Service and (y) the payment of suchaccelerated Restricted Stock Units will result in the imposition of additional tax under Section409A if paid to you on or within the six (6) month period following your Termination of Service,then the payment of such accelerated Restricted Stock Units will not be made until at least six (6)months and one (1) day following the date of your Termination of Service, unless you die followingyour Termination of Service, in which case the Restricted Stock Units will be paid in shares toyour estate or beneficiary as soon as practicable following your death. It is the intent of thisAgreement to comply with the requirements of Section 409A so that none of the Restricted StockUnits or shares issuable thereunder will be subject to the additional tax imposed under Section409A, and any ambiguities herein will be interpreted to so comply.     9. **Rights as Stockholder**. You will not have any of the rights of a stockholder of the Companyin respect of any shares deliverable hereunder until those shares have been delivered to you ordeposited in your account at LSI’s designated broker. After you receive the shares, you will haveall the rights of a stockholder of LSI with respect to voting those shares and receipt of dividendsand distributions on those shares.     10. **No Effect on Employment or Future Awards**.     (a) Subject to applicable law and any employment agreement you may have, the terms of youremployment will be determined from time to time by LSI, or the subsidiary that employs you, andyour
-2-

 
employer can terminate or change the terms of your employment at any time for any reasonwhatsoever, with or without good cause. Neither the grant to you of the Restricted Stock Units northe vesting schedule set forth in the Notice of Grant constitute an express or implied promise ofcontinued employment for any period of time.     (b) LSI does not intend by granting this Award to you to confer upon you the right to beselected to receive any future Award under the Plan.     11. **Address for Notices**. Any notice to be given to LSI under this Agreement must be in writingand addressed to LSI Corporation, Attn: Stock Administration Department, Mailstop D-206, 1621Barber Lane, Milpitas, CA 95035, or such other address as LSI may designate in writing.     12. **Award is Not Transferable**. You may not transfer, assign, pledge or hypothecate in any way(whether by operation of law or otherwise) the Restricted Stock Units and the Restricted StockUnits will not be subject to sale under execution, attachment or similar process. If you attempt totransfer, assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units, or uponany attempted sale under any execution, attachment or similar process, the Restricted Stock Unitsimmediately will be cancelled.     13. **Restrictions on Sale of Securities**. The shares you receive as payment for vestedRestricted Stock Units are expected to be registered under the U.S. federal securities laws and betransferable by you free of any restriction under the Plan. However, your subsequent sale of theshares will be subject to any market blackout-period that may be imposed by LSI and must complywith LSI’s Stock Trading Policy and any applicable securities laws.     14. **Additional Conditions to Issuance of Shares**. LSI will not be required to issue any sharespursuant to this Agreement until each of the following events has happened: (a) the shares havebeen listed on all stock exchanges on which shares of the same class are then listed; (b) anyregistration or other qualification of the shares under any state, federal or foreign law or underthe rules or regulations of the Securities and Exchange Commission or any other governmentalregulatory body, which the Committee will, in its absolute discretion, deem necessary or advisablehas been completed; (c) any approval or other clearance from any state, federal or foreigngovernmental agency, which the Committee will, in its absolute discretion, determine to benecessary or advisable has been obtained; and (d) the lapse of a reasonable period of timefollowing the date of vesting of the Restricted Stock Units based on the extent of the processesfollowed by LSI when issuing such shares, which period may vary based on the circumstances.     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 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 in writing only by an authorizedofficer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement,LSI reserves the right to revise this Agreement as it deems necessary or advisable, in its solediscretion and without your consent, to avoid imposition of any additional tax or incomerecognition under Section 409A prior to the actual payment of shares under this Award.
-3-

 
     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.     Sections 22 through 24 below apply only if you are employed by a subsidiary of LSI outside theUnited 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 Restricted Stock Units are not part of your normal or expected compensation or salaryfor any purpose, including, but not limited to, calculating any termination, severance,resignation, redundancy, or end of service payments, bonuses, long-service awards, pension orretirement benefits, or similar payments, except as may be specifically provided for by theapplicable plan or agreement.     (c) The future value of the Restricted Stock Units is unknown and cannot be predicted.     (d) This award of Restricted Stock Units does not create an employment relationship betweenyou and any entity.     (e) You have no right to make a claim of entitlement to compensation or damages because of theforfeiture of any portion of this Restricted Stock Unit award. If it should be determined that youdid acquire any such rights, you irrevocably agree to release LSI and its Affiliates, officers andemployees from any such claim to the extent permitted by applicable law.     **23.** **Data Privacy.**     **(a) You understand that LSI may hold certain personal information about you, including but notlimited to your name, home address and telephone number, date of birth, social security number orother identification number, salary, nationality, job title, any shares or directorships held inLSI, details of all Restricted Stock Units or any other entitlements to shares awarded, canceled,purchased, or outstanding in your favor, for the purpose of implementing, administering andmanaging the Plan (“Personal Data”);**     **(b) You consent to the collection, use, processing, and transfer, in electronic or other form,of Personal Data by LSI and its Affiliates for the exclusive purpose of implementing, administeringor managing your participation in the Plan and to the extent required in connection with LSI’sfinancial reporting.**
-4-

 
     **(c) You understand that Personal Data may be transferred to any third parties assisting LSI inthe administration of the Plan or involved in LSI’s financial reporting.**     **(d) You understand that the recipients of Personal Data may be located outside your country ofresidence, and that the recipient’s country may have different data privacy laws and protectionsthan your country of residence.**     **(e) You authorize the recipients to receive, possess, use, retain and transfer the PersonalData, in electronic or other form, for the purposes of implementing, administering or managing yourparticipation in the Plan, including any transfer of Personal Data as may be required for theadministration of the Plan and/or any subsequent transfer of Shares to your account at a brokeragefirm and in connection with LSI’s financial reporting.**     **(f) You understand that Personal Data will be held only as long as necessary 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 necessaryamendments to Personal Data or withdraw the consents herein in writing by contacting LSI.**     **(h) You understand that withdrawing your consent may affect your ability to participate in thePlan.**     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.     25. **Special Terms for Employees in China**. If you are employed in China, then you acknowledgeand agree that:     (a) You will not acquire shares pursuant to this Award, or transfer, assign, sell or otherwisedeal with those shares, except in compliance with applicable laws and the terms of this Agreement.     (b) LSI need not issue shares to you when your Restricted Stock Units vest unless and until(i) it determines in its sole discretion that compliance with applicable laws in China will notimpose an excessive burden on LSI and (ii) it has set up any procedures it determines in its solediscretion are necessary or desirable to enable it comply with applicable laws in China.     (c) LSI may require you to sell promptly following vesting, the shares you receive when yourRestricted Stock Units vest. You authorize LSI or LSI’s designated brokerage firm to perform thistransaction for you, and agree that applicable commissions and fees due in connection with the salemay be deducted from your proceeds. You agree that such shares will be sold at prevailing marketprices and waive any claim based on the timing of the sale or the price received for your shares.If LSI requires you to sell, or sells, your shares under this section 25(c), no shares will bedelivered to you and you would not have any rights as a stockholder of LSI.     (d) When your Restricted Stock Units vest, if LSI does not require the immediate sale of theshares you receive, LSI may require that you retain those shares in your account at LSI’sdesignated brokerage firm until you sell the shares, even if you stop working for LSI or anAffiliate.
-5-

 
     (e) When you sell the shares resulting from the vesting of your Restricted Stock Units, theproceeds of such sale, after deduction of applicable commissions and fees, may be transferred toChina and made available to you through an account maintained by an Affiliate in China.
-6-