exv10w33





Exhibit 10.33


	 	 	 
	LSI Corporation

	 	1 800 372 2447
	1621 Barber Lane

	 	lsi.com
	Milpitas, CA 95035
	 	 











[Execution Copy]




January 16, 2009




	 	 	 
	To:

	 	Ruediger Stroh
	 
	 	 
	Re:

	 	Benefits Summary Pursuant to the Agere Systems Inc.’s Officer Severance Policy






	 	 	 	 	 	 	 	 	 
	Leave of Absence:

	 	 	1/20/09 — 1/19/11	 	 	Termination Date:
	 	         1/19/11
	 
	Annual Salary:

	 	$	350,000	 	 	Annual Target Bonus:
	 	$262,500 (75%)





As a condition of the termination of your employment with LSI Corporation (“LSI”) on January 19,
2011, the following terms will apply:





	•	 	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	 	$	29,166.67	 
	On or after 7/21/09
	 	 $175,000.00	 	March, 2010	 	$	29,166.67	 
	August, 2009
	 	$29,166.67	 	June, 2010	 	$	29,166.67	 
	September, 2009
	 	$29,166.67	 	July, 2010	 	$	29,166.67	 
	October, 2009
	 	$29,166.67	 	August, 2010	 	$	29,166.67	 
	November, 2009
	 	$29,166.67	 	September, 2010	 	$	29,166.67	 
	December, 2009
	 	  $291,666.67	 	October, 2010	 	$	29,166.67	 
	January, 2010
	 	$29,166.67	 	November, 2010	 	$	29,166.67	 
	February, 2010
	 	$29,166.67	 	December, 2010	 	$	291,666.66	 
	March, 2010
	 	$29,166.67	 	January, 2010	 	$	29,166.67	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	     Total:	 	$	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.




The above details the terms of the agreement between you and LSI Corporation regarding the
termination of your employment. There will be no other payments other than those specified above.




*      *      *




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Rudy, please sign below to indicate your agreement with the terms and conditions set forth in this
document.




	 	 	 	 	 	 	 
	 	 	LSI CORPORATION	 	 
	 
	 	 	 	 	 	 
	/s/ Ruediger Stroh
 

Ruediger Stroh

	 	By:

Name:
	 	/s/ Jon Gibson
 

Jon Gibson
	 	 
	 

	 	Title:
	 	Vice President, Human Resources	 	 






	 	 	 
	Date: January 16, 2009

	 	 Date: January 16, 2009






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GENERAL WAIVER AND RELEASE AGREEMENT




     1. I understand and agree that (a) I will be on a leave of absence from January 20, 2009 until
January 19, 2011 and that my employment with LSI Corporation (together with its predecessors and
its successors and assigns, “LSI”) will end on January 19, 2011; (b) I will be paid severance and
other benefits as set forth in the attached Benefits Summary Pursuant to the Agere Systems Inc.’s
Officer Severance Policy (“Summary”) only if I sign and do not revoke this General Waiver and
Release Agreement (“Agreement”); and (c) the terms of the Summary are incorporated by reference in
this Agreement and are intended to supersede and extinguish any other obligation LSI may have to
pay me severance or other payments or benefits upon termination, including but not limited to any
agreements or understandings, whether oral or written, made at any time prior to the date of this
Agreement.



     2. In consideration of the payments and benefits set forth in the Summary, I, on behalf of
myself and my heirs, executors, administrators, successors and assigns, knowingly and voluntarily
waive, release and forever discharge LSI, each of its subsidiaries or affiliated companies, their
respective current and former officers, employees, agents and directors, and any predecessor,
successor or assign of any of the foregoing, from any claim, charge, action or cause of action that
I or any of them may have against any such released person, whether known or unknown, from the
beginning of time through the date of this Agreement based upon any matter, cause or thing
whatsoever related to or arising out of my employment with LSI or my termination other than claims
arising out of a breach of this Agreement or any claim that cannot be waived by law. All such
claims are forever barred by this Agreement.



     This release and waiver includes, but is not limited to, any rights or claims under United
States federal, state or local law, for wrongful or abusive discharge, for breach of any contract,
or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion,
disability, sexual orientation, or any unlawful criterion or circumstance, including, but not
limited to, rights or claims under the Family and Medical Leave Act, claims of discrimination under
the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health
Act, the Workforce Adjustment Retraining Notification Act, Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, Section 1981 through 1988 of the Civil Rights Act of
1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older
Workers Benefit Protection Act, the Rehabilitation Act of 1973, Executive Order 11246 and any other
executive order, the Fair Labor Standards Act and its state and local counterparts, the Uniform
Services Employment and Reemployment Rights Act, and the Immigration Reform Control Act, all as
amended. I confirm that I have no claim or basis for a claim whatsoever against LSI with respect to
any such matters related to or arising out of my employment by LSI or my termination.



     3. I affirm that I have been given at least 21 days within which to consider this release and
its consequences, that I have seven days following my signing of this Agreement to revoke and
cancel the terms and conditions contained herein and the terms and conditions of this Agreement
shall not become effective or enforceable until the seven-day revocation and cancellation period
has expired, and that, prior to the execution of this Agreement, I have been advised by LSI to
consult with an attorney of my choice concerning the terms and conditions set forth herein. Any
revocation or cancellation of this Agreement by me pursuant to this paragraph shall be in writing
delivered to LSI.



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     4. (a) Until January 19, 2010, I shall not, without the prior written consent of LSI
Corporation’s Chief Executive Officer, (i) directly or indirectly solicit (or encourage any company
or business organization in which I am an officer, employee, partner, director, consultant or
member of a technical advisory board to solicit or employ) or (ii) refer to any employee search
firms, any person who was employed by LSI as of the date hereof.



          (b) Until January 19 2010, I shall not, without the prior written consent of LSI Corporation’s
Chief Executive Officer, at any time or for any reason, anywhere in the world, directly or
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 combined
voting 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 I know or reasonably should know that such business, activity,
service, person or entity, directly or indirectly, competes in any material manner with LSI’s
business as constituted on the date hereof, or (ii) meaningfully assist, help or otherwise support
any person, business, corporation, partnership or other entity or activity, 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 voting power 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 I know or reasonably should know that such business, activity, service, person or
entity, directly or indirectly, competes in any material manner with LSI’s business as constituted
on the date hereof. For the purposes of this Agreement, LSI’s competitors shall be those companies
listed in the “Competition” section of LSI’s Form 10-K for the fiscal year ended December 31, 2008.




          (c) If at any time I violate the provisions of Sections 4(a) or 4(b) above, any amounts
remaining unpaid as set forth in the Summary as well as any benefits provided for in the Summary
(other than those from qualified retirement or welfare plans) and any continuing vesting of stock
options or restricted stock units, if any, shall immediately be forfeited and terminated, and any
amounts already paid to me in accordance with the Summary, except for the sum of One Thousand
Dollars ($1,000) shall, at LSI’s sole discretion, be required to be repaid by me to LSI within ten
(10) business days of LSI’s request in writing therefore. This provision shall not affect LSI’s
right to otherwise specifically enforce any provision relating to non-solicitation or
non-competition that is in this Agreement or in any other agreement, document or plan applicable to
me.




          (d) I hereby agree that, from time to time upon LSI’s reasonable request, I shall assist LSI
in connection with any pending or future dispute, litigation, arbitration or similar proceeding or
investigation or any regulatory requests or filings involving LSI, any of its employees or
directors or the employees and directors of any subsidiary.




          (e) I agree to not (i) testify or otherwise provide testimony in any form at or for any legal
or administrative proceeding, including testimony related to any matter involving LSI, unless
legally compelled to do so or (ii) make statements to third parties, the public, the press or the
media or any administrative agency, in either case that would portray LSI in an adverse light or
disparage LSI, or cause injury to LSI with respect to events occurring prior to or after the date
hereof.




     5. I agree to return to LSI any and all LSI property of any kind or description whatsoever
(other than my personal computer and cell phone which I am entitled to keep), including, but not
limited to, any Confidential Information (as defined below), which has been



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furnished to me or is held by me, at my residence or elsewhere, and shall not retain any
copies, duplicates, reproductions or excerpts thereof. I also agree and covenant, that I shall not
divulge to any other person or entity any proprietary or confidential information, whether written
or oral, received or gained by me in the course of my employment by LSI or of my duties with LSI
(“Confidential Information”), nor shall I make use of any such Confidential Information on my own
behalf or on behalf of any other person or entity, for so long as such Confidential Information is
not known to the general public.



     In addition, I agree to abide by the terms of any confidentiality and/or proprietary
information agreement that I have entered into with LSI, the terms of which shall continue in full
force and effect.



     6. If I am a California resident, I expressly waive Section 1542 of the California Civil Code,
which provides:




“A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release which if known by
him must have materially affected his settlement with the debtor.”


If I am a resident of another state, I agree to waive the benefits of any statute similar in terms
and effect to this provision.




     7. This Agreement contains the entire agreement concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations, and undertakings,
whether written or oral, with respect thereto, except for the confidentiality and/or proprietary
information agreements referred to above. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force
and effect to the fullest extent permitted by law.



     8. This Agreement may not be modified or amended except by a writing signed by me and LSI’s
Executive Vice President, General Counsel and Secretary.



     9. I understand that any taxes (other than the employer-mandated portion of FICA and FUTA)
which may become due as a result of any payment or transaction contemplated by this Agreement
including the attached Summary are my sole responsibility, and I further agree to hold LSI harmless
on account thereof. In addition, I agree that taxes which are due but unpaid may be setoff against
any sums due under this Agreement to the maximum extent allowed by law.



     10. This Agreement shall be interpreted in accordance with the plain meaning of its terms and
not strictly for or against any person or entity. To the extent that federal law controls the
interpretation or enforceability of any provision of this Agreement, this Agreement shall be
construed and enforced in accordance with federal law. Otherwise, this Agreement shall be governed
by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania
without reference to the principles of conflicts of law.



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     BY SIGNING AND DELIVERING THIS AGREEMENT, I STATE THAT: I HAVE READ IT AND UNDERSTAND IT; I
AGREE WITH IT AND AM AWARE THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING RIGHTS PROVIDED BY THE
OLDER WORKERS BENEFIT PROTECTION ACT, FOR CONSIDERATION TO WHICH I WAS NOT ALREADY OTHERWISE
ENTITLED; I WAS ADVISED TO, AND AM AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT;
AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.



	 	 	 	 	 
	 	 	 
	 	                                                          /s/  Ruediger Stroh
 	 
	 
	 	Date: January 16, 2009 	 
	 	 	 
	 




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