**Exhibit 10.24****SEPARATION AGREEMENT**     **THIS SEPARATION AGREEMENT**(the “Agreement”) is made and entered into effective this 28th dayof March, 2007 (the “Agreement Date”), between Donald J. Esses (“Employee”) and LSI LogicCorporation (the “Company”), with respect to the following recitals of fact:     A. Employee is currently employed as an executive officer of the Company.     B. The Company and Employee desire to set forth the terms on which Employee is leaving hisemployment with the Company.     **NOW THEREFORE**, in consideration of the promises and covenants contained in this Agreement, theparties agree as follows:     **1. ****Resignation****.**Employee acknowledges and agrees that, as of April 30, 2007, Employeewill have resigned all of his positions with the Company (including, but not limited to, his statusas an executive officer of Company), and any other positions with other entities that areaffiliated with the Company, other than his position as a Technical Consultant, as described inSection 2, below. Employee shall execute a letter of resignation in the form attached hereto asExhibit “A” concurrent with his execution of this Agreement. In addition, Employee shall executeany additional documents that may be necessary or appropriate to effect or to memorialize anyresignations from the Company contemplated by this Agreement.     **2. ****Change In Status****.**From and after April 30, 2007, all compensation and benefitsshall cease, except for those specifically listed in this Section 2. Employee’s position with theCompany, including all compensation and eligibility for benefits (other than post-terminationbenefits specifically described herein), shall terminate on the earlier of: (i) March 31, 2008, or(ii) Employee’s commencement of any other employment, occupation, or consulting activity such thatthis activity would include being an employee of a company and working greater than nineteen (19)hours per week at a single employer (the “Termination Date”).     **2.1****Position****.**Employee will remain an employee of the Company until such timeas his employment terminates on the Termination Date. Employee’s job title, as of theAgreement Date, will be “Technical Consultant.” In this position, Employee will be requiredto provide technical consulting to the Company on an as-needed basis. Employee’s positionas Technical Consultant, and any other position with the Company, will terminate as of theTermination Date. During Employee’s tenure as a Technical Consultant, Employee shall bepaid an annualized salary of $319,300.00, paid every two weeks, less any and all statutorywithholding and deductions as required by law or as authorized by Employee.     **2.2****Stock Rights****.**Employee will not be eligible to receive any further stockoption or restricted stock unit grants after April 30, 2007. However, existing stock option
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     and restricted stock unit grants will continue to vest, until the Termination Date, asdescribed in Section 3, below.     **2.3****Benefit Plans****.**Employee and Employee’s dependents shall continue to becovered by the Company’s group benefit plans (e.g., medical, dental, vision care, and lifeinsurance), at the Company’s expense, except for the employee-paid portion of such premiums,from April 30, 2007 to and including the last day of the month in which the Termination Datefalls, to the same extent Employee and Employee’s dependents were covered by said plans asof April 30, 2007. If Employee desires to continue coverage, pursuant to COBRA, after theTermination Date, Employee may do so at Employee’s own expense. Employee understands andagrees that he must complete a COBRA application in order to receive the extension of healthbenefits beyond the Termination Date.     **2.4****Incentive Bonus Plans and Other Benefits****.**Employee will no longer beeligible to participate in any bonus program. Employee will not be entitled to any othercompensation or benefits after April 30, 2007, other than what is specifically set forth inthis Section 2. Employee’s car allowance and vacation accrual will be terminated effectiveas of April 30, 2007.     **3. ****Outstanding Stock Rights****.**Employee acknowledges that he holds the stock optionsand restricted stock units (the “Stock Rights”) set forth on Exhibit “B” attached hereto andincorporated herein by this reference. Employee acknowledges and agrees that he has no otheroptions, stock units, or other rights received from the Company to purchase any stock or securitiesof the Company or any affiliate thereof (collectively, the “Issuers”). Employee’s outstandingStock Rights will continue to vest through the Termination Date. Any vested stock options must beexercised within 90 days of the Termination Date. Employee understands and agrees that all StockRights which have not vested on or before the Termination Date will expire on the Termination Date,and vested stock options not exercised within 90 days of the Termination Date will expire on the91st day following the Termination Date. Employee acknowledges and agrees that he does not enterinto this Agreement on the basis of or in reliance in any way on any representation or assurance ofany Issuer or any officer, director, employee or agent of any Issuer regarding the current orfuture value of his Stock Rights or of any stock or securities of any Issuer.     **4. ****Outplacement Services**. The Company will pay up to $10,000 in outplacement feesdirectly to a firm of the Employee’s choosing, provided such firm meets with the reasonableapproval of the Company. Employee must initiate the use of any Company-paid outplacement servicesno later than August 1, 2007.     **5. ****Release****.**     (a) Employee, for himself, and his heirs, executors, administrators, assigns, successors,agents, and representatives, hereby irrevocably and unconditionally releases and forever dischargesthe Company, and each and all of its heirs, executors, administrators, successors, assigns,predecessors, owners, shareholders, agents, representatives, employees,
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consultants, insurers, officers, directors, attorneys, affiliates, partners, and corporateparents, subsidiaries, and divisions (referred to herein collectively as the “Related Entities”)from any and all liabilities, claims, demands, contracts, debts, obligations and causes of actionof every nature, character and description, past, present, and future, known or unknown, vested orcontingent, ascertained or unascertained, suspected or unsuspected, existing or claimed to exist,in law, admiralty, or equity, under any theory of the law, whether common, constitutional,statutory, or otherwise, in any jurisdiction, foreign or domestic, which Employee now owns orholds, or has at any time heretofore owned or held, by reason of any matter, cause or thingoccurred, done, omitted or suffered to be done from the beginning of the world to the day of theAgreement Date, including, without limitation, (i) Employee’s employment relationship with theCompany (or any Related Entity), including employment through the Termination Date; and (ii) thetermination of Employee’s employment with the Company (or any Related Entity), including Employee’sresignation as an executive officer of Company.     (b) Employee acknowledges that the release contained in this Agreement includes, but is notlimited to, a release of all claims Employee may have under all state, federal and local lawspertaining to discrimination, harassment, the California Labor Code, family and medical leave laws,wage and hour laws, disability laws, civil rights laws, as well as laws pertaining to claims of orfor emotional distress, defamation, breach of contract, breach of the covenant of good faith andfair dealing, as well as equal pay laws and laws pertaining to wrongful discharge, including,without limitation, the Civil Rights Act of 1964, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the FairLabor Standards Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment andRetraining Notification Act, the Older Workers Benefit Protection Act, the Family and Medical LeaveAct, the California Family Rights Act, and the California Fair Employment and Housing Act. It isexpressly understood by Employee that among the various rights and claims being waived in thisrelease are those arising under the Age Discrimination in Employment Act of 1967. Employeeunderstands that rights or claims under this law that may arise after the date this Agreement isexecuted by him are not waived. Employee also understands that nothing in this Agreement is to beconstrued to interfere with Employee’s ability to file a charge with the Equal EmploymentOpportunity Commission concerning this Agreement or any conduct released herein, but Employeeacknowledges that by this Agreement he waives any ability to further collect, directly orindirectly, any monetary or non-monetary award based on any conduct or omissions against theCompany or any of the Related Entities.     (c) Employee acknowledges that the releases provided in this Agreement extend to any rights orobligations of Employee or Company under the LSI Logic Corporation Change of Control SeveranceAgreement effective December 9, 2003. By Employee’s execution of this Agreement, Employee herebyagrees that the Change of Control Severance Agreement is terminated as of April 30, 2007.     (d) Employee understands and agrees that if, hereafter, Employee discovers facts differentfrom or in addition to those which Employee now knows or believes to be true, that the waivers andreleases of this Agreement shall be and remain effective in all respects notwithstanding suchdifferent or additional facts or the discovery of such fact. Employee further agrees that Employeefully and forever waives any and all rights and benefits conferred
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upon Employee by the provisions of Section 1542 of the Civil Code of the State of California,or any other similar federal, state, or local law, which states as follows (parentheticals added):**“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR (i.e., EMPLOYEE) DOES NOTKNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWNBY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR (i.e., THE COMPANY).”**     (e) The provisions of this Section 5 shall survive the termination or expiration of thisAgreement for any reason.     **6. ****Confidentiality and Return of Company Property****.**     (a) Employee acknowledges, agrees, and warrants that he will continue to maintain theconfidentiality of all confidential and proprietary information of the Company and third parties,and shall abide by the terms and conditions of the Employee Invention and Confidential InformationAgreement entered into between Employee and the Company, which is attached hereto as Exhibit “C”and incorporated herein by this reference.     (b) Employee represents and warrants that to the best of his knowledge and belief he hasreturned to the Company all tangible and intangible property of the Company in his possession,custody, or control. In addition, notwithstanding the foregoing representation and warranty, ifEmployee discovers he has retained any property of the Company, he shall promptly notify theCompany thereof and take reasonable steps in accordance with the Company’s instructions to returnsuch property to the Company. The provisions of this Section 6 shall survive the expiration ortermination, for any reason, of this Agreement.     **7. ****Governing Law****.**This Agreement is entered into in the State of California and shallbe construed and interpreted in accordance with the laws of the State of California, excluding anyconflicts or choice of law rule or principle that might otherwise refer construction orinterpretation of this Agreement to the substantive law of any other jurisdiction.     **8. ****Confidentiality of this Agreement****.**Employee warrants and agrees, absolutely andunconditionally, that, absent the compulsion of legal process, he will keep the existence of thisAgreement and the terms hereof, including, without limitation, the amount of money andconsideration he is receiving, completely confidential, and that he has done so. Provided,however, Employee may disclose the existence of this Agreement and its terms, in confidence, to hisspouse and his attorneys, accountants, or other professional advisors who have a legitimate need toknow the information contained herein.     **9. ****Further Actions****.**Employee, for himself, and his heirs, executors, administrators,assigns and successors, covenants not to sue or otherwise institute or cause to be instituted or inany way actively participate in or voluntarily assist in (except at the Company’s request or asprovided by law) the prosecution of any legal or administrative proceedings against Company
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and/or any of the Related Entities with respect to any matter arising out of or relating toany liabilities, claims, demands, contracts, debts, obligations and causes of action releasedhereunder.     **10. ****No Admission of Liability****.**Employee and Company both acknowledge and agree thatthis is a compromise settlement of the hereinabove mentioned dealings and disputes, which is not inany respect to be deemed, construed, or treated as an admission or a concession of any liability orwrongdoing whatsoever by either party for any purpose whatsoever.     **11. ****Non-Disparagement****.**Employee and Company agree that, in the future, neither willmake any disparaging or defamatory remarks about the other or any of the Related Entities.     **12. ****Severability****.**If any term, clause or provision of this Agreement is construed tobe or adjudged invalid, void or unenforceable, such term, clause or provision will be construed assevered from this Agreement, and the remaining terms, clauses and provisions will remain in fullforce and effect.     **13. ****Counterparts****.**This Agreement may be executed in any number of counterparts, eachof which when so executed and delivered will be deemed to be an original and all of which takentogether will constitute one and the same instrument.     **14. ****Entire Agreement****.**This Agreement constitutes the entire understanding of theparties with respect to the subject matter hereof and supersedes any and all prior, contemporaneousor subsequent statements, representations, agreements or understandings, whether oral or written,between the parties with respect hereto. This Agreement shall inure to the benefit of theexecutors, administrators, heirs, successors and assigns of the parties hereto. The terms of thisAgreement may only be modified by a written instrument signed by Employee and an authorized officerof the Company.     **15. ****Execution****.**For this Agreement to be effective, Employee must sign and date it onthe last page hereof, and return the executed original to the undersigned representative of theCompany, no later than the close of business on the date twenty-one (21) days after the AgreementDate, or this Agreement will be deemed rescinded by the Company, and thereafter void for allpurposes.     **16. ****Rescission Period****.**Employee understands that he has a full seven (7) daysfollowing his execution and delivery of this Agreement to the Company to revoke his consent to thisAgreement by notifying the undersigned representative of the Company, of such revocation, inwriting, within that seven-day period. This Agreement shall not be effective or enforceable untilthe seven-day revocation period has expired (the “Effective Date”). In the event that Employeerevokes this Agreement prior to the Effective Date, the Agreement shall be deemed void and neitherparty shall have any obligation hereunder, including Company’s obligation to pay the amountsdescribed herein.     **17. ****Notices**. All notices, requests, demands, and other communications called forhereunder will be in writing and will be deemed given (a) on the date of delivery if deliveredpersonally, (b) one day after being sent overnight by a well established commercial overnight
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service, or (c) four days after being mailed by registered or certified mail, return receiptrequested, prepaid and addressed to the parties or their successors at the following addresses, orat such other addresses as the parties may later designate in writing:        To Company: LSI Logic Corporation