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Exhibit 10.49
 LSI LOGIC CORPORATION
2003 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
  IMPORTANT:
   Grant of Option
 Exercise Price
 Vesting Schedule
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Termination of Service
  Persons Eligible to Exercise Option
 Option is Not Transferable
 Exercise of Option
 Conditions to Exercise
 Tax Withholding and Payment Obligations
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Suspension of Exercisability
 Change in Control
 No Rights of Stockholder
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No Effect on Employment or Future Awards
 Legal and Tax Consultation
 Address for Notices
 Other Benefits
 Maximum Term of Option
 Binding Agreement
 Plan Governs
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Committee Authority
 Captions
 Agreement Severable
 Modifications to the Agreement
 Governing Law
 Amendment, Suspension, Termination
 Acknowledgment and Waiver
 (a)
    
    the Employees participation in the Plan is
voluntary;
 (b)
    
    the value of the option granted pursuant to
this Agreement is an extraordinary item of compensation, which is
outside the scope of the Employees employment arrangement and the
option granted pursuant to this Agreement is not part of normal or
expected compensation or salary for any purpose, including, but not
limited to, calculating any termination, severance, resignation,
redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits, or similar payments, except as may be
specifically provided for by the applicable plan or agreement;
 (c)
    
    the future value of the Shares subject to the
option granted pursuant to this Agreement is unknown and cannot be
predicted with certainty, and
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the Company makes no express or implied
promise about the financial gain or loss to be achieved through
participation in the Plan;
 (d)
    
    the option has been granted to the Employee in
the Employees status as an employee of the Company and can in no event
be understood or interpreted to mean that an entity other than the
Employees employer has an employment relationship with the Employee;
 (e)
    
    no claim or entitlement to compensation or
damages arises from the expiration of the term of the option granted
pursuant to this Agreement, or diminution in value of the option, or
Shares purchased under the Plan, and if the Employee did acquire any such rights, the Employee is
deemed to have irrevocably released the Company from any such claim
or entitlement that may arise by accepting the option, to the extent
permitted by applicable law; and
 (f)
    
    the Company does not commit to and has no
obligation to structure the terms of or any aspect of the option
granted pursuant to this Agreement in order to reduce or eliminate the
Employees liability for income taxes, social insurance taxes or other
applicable taxes.
 Data Privacy
 (a)
    
    consents to the collection, use, processing,
and transfer, in electronic or other form, of personal data described
in this Section 26 by and among the Company for the exclusive purpose
of implementing, administering or managing his or her participation in
the Plan;
 (b)
    
    understands that the Company may hold certain
personal information about the Employee, including but not limited to
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 the Company, details of all options
or any other entitlement to shares awarded, canceled, purchased, or
outstanding in the Employees favor, for the purpose of implementing,
administering and managing the Plan (Data);
 (c)
    
    understands that Data may be transferred to any
third parties assisting the Company in the administration of the Plan;
 (d)
    
    understands that the recipients of Data may be
located within or outside the Employees country of residence, or
elsewhere, and that the recipients country may have different data
privacy laws and protections than the Employees country of residence;
 (e)
    
    authorizes the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing,
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administering or managing the Employees
participation in the Plan, including any requisite transfer of such
Data as may be required for the administration of the Plan and/or any
subsequent holding of Shares on the Employees behalf to a broker or
other third party with whom the Employee may elect to deposit any
Shares acquired pursuant to the Plan;
 (f)
    
    understands that Data will be held only as long
as necessary to implement, administer or manage the Employees
participation in the Plan;
 (g)
    
    understands that the Employee may, at any time,
review the Data, require any necessary amendments to Data or withdraw
the consents herein in writing by contacting the Company; and
 (h)
    
    understands that withdrawing the Employees
consent may affect the Employees ability to participate in the Plan.
 Translation
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