##### 



Exhibit 10.21
  March 2, 2007
 Mr. Rudy Stroh
Agere Systems Inc.
1110 American Parkway NE
Allentown, PA 18109
 Dear Rudy:
 As you know, we have worked diligently over the past weeks to combine the rich heritage of our two
companies and to create a new corporate structure and leadership team that will be put in place at
the time of our official close. I am pleased to confirm that you will be part of the combined
companys top-level corporate structure and leadership team, and that, effective upon the closing
of the Merger and LSI Board of Directors approval, the terms and conditions set forth below will
be applicable to your employment.
 Assignment
 Your position will be Executive Vice President, Storage Peripherals Group, and you will be an
elected officer of LSI Logic Corporation reporting to the President and Chief Executive Officer.
Your work location will remain in San Jose, CA.
 Compensation and Benefits
 Your compensation, target bonus opportunity and benefits, except as set forth below under change in
control policy, will remain the same. In addition, I am pleased to offer you the following
additional compensation:
 Retention Payment . You will be eligible to receive a retention bonus of $275,000 (less any
applicable withholding) to be paid in three installments as follows:
 
    
    Merger Closing Date  $75,000
    
    Twelve Months following the Merger Closing Date  $100,000
    
    Twenty-Four Months following the Merger Closing Date  $100,000
 Each retention payment will be made as soon as administratively practical following the applicable
payment date and is subject to you remaining an employee in good standing at each payment date. If
for any reason you are not an employee at the scheduled time of payment, then your right to receive
the applicable retention payment shall lapse.
 Additional LSI Equity. You will be eligible to participate in the companys 1991 Equity Incentive
Plan and 2003 Equity Incentive Plan, and on or about the Merger Closing Date, you will receive a
stock option grant of 200,000 shares vesting over four years, and you will be awarded 100,000
time-based restricted stock units vesting over two years, in each case in accordance with the terms
of the applicable plan and the approval of the Compensation Committee of the LSI Board of
Directors.




---



##### 



Mr. Rudy StrohMarch 2, 2007
    
    - 2 -
 Change in Control Policy
 In consideration of the additional compensation set forth above, we ask that you agree that the
Change in Control portion of the Agere Systems Inc. Officer Severance Policy (Agere Severance
Policy) no longer applies to your employment and that instead you will be covered by the LSI Logic
Corporation Change In Control Severance Agreement in the form attached to this letter.
 In addition, because you have been offered the same or comparable position with the new company
following the closing of the Merger, you acknowledge that the severance provisions of the Agere
Severance Policy are not triggered upon the closing of the Merger. Of course, the other provisions,
including the termination provisions, of the Agere Severance Policy will continue in effect during
the two year period following the Merger.
 Employment At Will
 Please be aware that this letter is not an employment contract and should not be construed or
interpreted as creating an implied or expressed guarantee of continued employment. The employment
relationship is by mutual consent. This means that you have the right to terminate your employment
at any time and for any reason. Likewise, the company reserves the right to terminate your
employment on the same basis.
 Contingency of Offer
 This terms and conditions set forth in this letter are contingent upon the closing of the Merger
between our two companies and the approval of our Board of Directors.
 Acceptance
 Please acknowledge your written acceptance of this offer by signing and returning a copy to Jon
Gibson, Vice President  Human Resources.
 *       *       *
 We look forward to the completion of the Merger between our two companies and are very excited
about the contributions we believe you will make to the combined company.
 Sincerely,
 Abhi Talwalkar
President and Chief Executive Officer
 /s/ Abhi Talwalkar
 Acknowledged and Agreed:
 /s/ Rudy Stroh
 Rudy Stroh




---



##### 



R E C I T A L S
    AGREEMENT
  Definition of Terms
 Cause
 Change in Control
  Page 1 of 13




---



##### 



Involuntary Termination
 Termination Date
 Term of Agreement
 Page 2 of 13




---



##### 



At-Will Employment
 Severance Benefits
 Termination Following A Change in Control
 Involuntary Termination
 Equity Acceleration
 Severance Benefits
 Other Termination
 Accrued Wages and Vacation; Expenses
 Page 3 of 13




---



##### 



Successors
 Companys Successors
 Employees Successors
 Limitation on Payments
   Page 4 of 13




---



##### 



Limited Tax Gross-Up.
  Notices
 General
 Notice of Termination
 Page 5 of 13




---



##### 



Execution of Release Agreement upon Termination Exhibit A
 Arbitration
       Page 6 of 13




---



##### 



et
seq.
  Miscellaneous Provisions
 No Duty to Mitigate
 Waiver
 Integration
 Choice of Law
 Severability
 Employment Taxes
 Counterparts
 Page 7 of 13




---



##### 



EMPLOYEE
    
    
    
    LSI LOGIC CORPORATIONBy:Title:
 Page 8 of 13




---



##### 



EXHIBIT A
  
    Termination
 Consideration
 Payment of Salary
 Release of Claims
   Page 9 of 13




---



##### 



Acknowledgment of Waiver of Claims under ADEA prior th
 Civil Code Section 1542
  Page 10 of 13




---



##### 



No Pending or Future Lawsuits
 Confidentiality
 No Cooperation
 Costs
 Authority
 No Representations
 Severability
 Page 11 of 13




---



##### 



Entire Agreement
 Governing Law
 Effective Date
 Counterparts
 Voluntary Execution of Agreement
      Page 12 of 13




---



##### 



LSI LOGIC CORPORATIONBy:Title:Date:EMPLOYEENAMEDate:
 Page 13 of 13