exv10w47



 






Exhibit 10.47




LSI LOGIC CORPORATION

2003 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




     LSI Logic
Corporation (the “Company”) hereby grants to the person (the “Employee”) listed on
the Notice of Grant of Stock Options (the “Notice of Grant”) to which this agreement is attached
and which are collectively referred to as the “Agreement”, a nonqualified stock option under the
Company’s 2003 Equity Incentive Plan (the “Plan”), to purchase shares of common stock of the
Company (“Shares”) effective as of the date (the “Grant Date”) indicated on the Notice of Grant.
In general, the latest date this option shall expire is the expiration date indicated on the Notice
of Grant (the “Expiration Date”). However, as provided in this Agreement, this option may expire
earlier than the Expiration Date. Subject to the provisions of the Notice of Grant, this Agreement
and of the Plan, the principal features of this option are as follows:



IMPORTANT:




     Your signature
to the Notice of Grant indicates your agreement and understanding that this
grant is subject to all of the terms and conditions contained in the Notice of Grant, this
Agreement and the Plan. For example, important additional information on vesting and forfeiture of
the Shares covered by this grant is contained in the Notice of Grant. PLEASE BE SURE TO READ ALL
OF THE NOTICE OF GRANT, WHICH CONTAINS CERTAIN SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.



TERMS AND CONDITIONS OF THE NONQUALIFIED STOCK OPTION




            1.      Grant of Option. The Company hereby grants to the Employee under the Plan, as a
separate incentive in connection with his or her employment and not in lieu of any salary or other
compensation for his or her services, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the number
of Shares listed in the Notice of Grant.



            2.      Exercise Price. The purchase price per Share for this option (the “Exercise
Price”) shall be the option price listed in the Notice of Grant.



            3.      Vesting Schedule. Except as otherwise provided in this Agreement, the right to
exercise this option is scheduled to vest in the amounts and on the dates shown on the Notice of
Grant.



            4.      Termination of Service.




	 	(a)	 	Exercise Upon Termination of
Employment. If the Employee ceases to be employed by the Company
for any reason, except as provided for below, the right to exercise the
Option shall terminate 90 days after such cessation (but not after the
Expiration Date of the Option).
	 
	 	(b)	 	Exercise Upon Death or Disability. In
the event the Employee dies or becomes totally disabled prior to the
expiration date while an employee of the Company, that portion of the
Option that had become vested and exercisable as of the date of death
or disability shall become exercisable




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	 	 	 	within 12 months of the date of death or disability (but not after
the Expiration Date of the Option).
	 
	 	(c)	 	Discharge for Misconduct. If the
Employee is discharged for Misconduct (as defined below) prior to the
Expiration Date of the Options, the right to exercise this Option shall
terminate immediately upon cessation of employment. “Misconduct”
includes, but is not limited to, (i) willful breach or neglect of duty;
(ii) failure or refusal to work or to comply with the Company’s rules,
policies, and practices; (iii) dishonesty; (iv) insubordination; (v)
being under the influence of drugs (except to the extent medically
prescribed) or alcohol while on duty or on Company premises; (vi)
conduct endangering, or likely to endanger the health or safety of
another employee, any other person or the property of the Company; or
(vii) conviction of, or plea of nolo contendre to, a felony.





            5.      Persons Eligible to Exercise Option. Except as provided in this Agreement above or
as otherwise determined by the Committee in its discretion, this option shall be exercisable during
the Employee’s lifetime only by the Employee.



            6.      Option is Not Transferable. Except as otherwise expressly provided herein, this
option and the rights and privileges conferred hereby may not be transferred, pledged, assigned or
otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
pledge, assign, hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this option and the rights and privileges conferred hereby immediately shall become null and void.



            7.      Exercise of Option. This option may be exercised by the person then entitled to do
so as to any Shares which may then be purchased (a) by giving notice of exercise by way of such
form, time, place and/or manner as the Company may designate, (b) providing full payment of the
Exercise Price (and the amount of any income tax the Company determines is required to be withheld
by reason of the exercise of this option or as is otherwise required under paragraph 10 below), and
(c) giving satisfactory assurances in the form or manner requested by the Company that the Shares
to be purchased upon the exercise of this option are being purchased for investment and not with a
view to the distribution thereof. If the option is to be exercised through a stock broker-assisted
transaction, the option must be exercised while the applicable stock market is open for trading and
before the option otherwise expires.



            8.      Conditions to Exercise. Except as provided in paragraph 7 above, or as otherwise
required as a matter of law, and as so specified by the Company at any time, the Exercise Price for
this option may be paid through such procedures as the Company may announce from time to time. As
of the date of grant of this option, the purchase price for the exercise of this option may be paid
through the procedures indicated on the stock administration website on the LSI Logic intranet.
Notwithstanding the foregoing, the Company may, in its discretion, require the Employee to exercise
this option using a special sale and remittance procedure (a “Cashless Exercise”) pursuant to which
the Employee provides irrevocable instructions to a brokerage firm to effect the immediate sale of
all or part of the option Shares and to deliver to the Company from the sale proceeds an amount
sufficient to pay the Exercise Price and any required withholding taxes.



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            9.      Tax Withholding and Payment Obligations. The Company shall assess its requirements
regarding tax, social insurance and any other payroll tax withholding and reporting in connection
with this option, including the grant, vesting or exercise of this option or sale of Shares
acquired pursuant to the exercise of this option (“tax-related items”). These requirements may
change from time to time as laws or interpretations change. Regardless of the Company’s actions in
this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and
all tax-related items is and remains his or her responsibility and liability and that the Company
(a) makes no representations or undertaking regarding treatment of any tax-related items in
connection with any aspect of this option grant, including the grant, vesting or exercise of this
option and the subsequent sale of Shares acquired pursuant to the exercise of this option; and (b)
does not commit to structure the terms of the grant or any aspect of this option to reduce or
eliminate the Employee’s liability regarding tax-related items. In the event the Company
determines that it and/or an Affiliate must withhold or collect any tax-related items as a result
of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of
this option to make arrangements satisfactory to the Company to enable it to satisfy all
withholding and/or collection requirements. The Employee authorizes the Company and/or an
Affiliate to withhold all applicable withholding taxes from the Employee’s wages or other cash
compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an
Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or
collect as a result of the Employee’s participation in the Plan that cannot be satisfied by
deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company
and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless
the tax withholding and/or collection obligations of the Company and/or any Affiliate are
satisfied.



            10.    Suspension of Exercisability. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of the Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder,
this option may not be exercised, in whole or in part, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of
any such state or federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority.



            11.    Change in Control. In the event of a Change in Control (as defined below), this
option shall be subject to the definitive agreement governing such Change in Control. Such
agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this
Agreement or the Plan, may provide for one or more of the following: (a) the assumption of this
option by the surviving corporation or its parent; (b) the substitution by the surviving
corporation or its parent of options with substantially the same terms as this option; (c) the
substitution by the surviving corporation or its parent of other awards having a value at least
equal to the value as this option; (d) the conversion of this option into an option to purchase the
consideration received by the stockholders of the Company in the Change in Control; (e) the
termination of this option after the Company shall have provided the Employee with the ability to
exercise this option, to the extent, for a period of fifteen (15) days or less before the
consummation of the Change in Control; or (f) the cancellation of this option after payment to the
Employee of an amount in cash or cash equivalents equal to (A) the fair market value of the Shares
subject to this option at the time of the Change in Control minus (B) the Exercise Price of the
Shares subject to this option at the time of the Change in Control. The Committee may, in its sole
discretion, accelerate the exercisability and vesting of this option in connection with any of the
foregoing alternatives. “Change in Control” will mean the occurrence of any of the following
events:



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(i) The consummation by the Company of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation;




(ii) The approval by the stockholders of the Company, or if stockholder
approval is not required, approval by the Board, of a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets;




(iii) Any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities; or




(iv) A change in the composition of the Board, as a result of which
fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” will mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected,
or nominated for election, to the Board with the affirmative votes
of at least a majority of those directors whose election or
nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of
the Company.



            12.    No Rights of Stockholder. Neither the Employee (nor any transferee) shall be or
have any of the rights or privileges of a stockholder of the Company in respect of any of the
Shares issuable pursuant to the exercise of this option, unless and until certificates representing
such Shares (which may be in book entry form) have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Employee (or transferee).



            13.    No Effect on Employment or Future Awards. The Employee’s employment with the
Company and its Affiliates is on an at-will basis only, subject to the provisions of applicable law
and the terms of the Employment Agreement. Accordingly, subject to any separate, written, express
employment contract with the Employee, nothing in this Agreement or the Plan shall confer upon the
Employee any right to continue to be employed by the Company or any Affiliate or shall interfere
with or restrict in any way the rights of the Company or the Affiliate, which are hereby expressly
reserved, to terminate the employment of the Employee at any time for any reason whatsoever, with
or without good cause. Such reservation of rights can be modified only in an express written
contract executed by a duly authorized officer of the Company or the Affiliate employing the
Employee. For purposes of this Agreement, the transfer of employment of the Employee between the
Company and any one of its Affiliates (or between Affiliates) shall not be deemed a termination.
In addition, a leave of absence or an interruption in service (including an interruption during
military service) authorized or acknowledged by the Company or the Affiliate employing the
Employee, as the case may be, shall not be deemed a termination for the purposes of this Agreement.
The Employee’s grant of the option pursuant to this



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Agreement does not confer upon the Employee the right to be selected to receive any future
Award under the Plan.




            14.    Legal and Tax Consultation. The Employee acknowledges that the Corporation has
advised the Employee to consult his or her independent tax advisor with respect to legal and tax
consequences of the Option, and the Employee has consulted with any legal or tax advisors that the
Employee deems necessary and is not relying on the Company for any legal or tax advice.



            15.    Address for Notices. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, in care of its Stock Administration Department,
at LSI Logic Corporation, 1621 Barber Lane, Milpitas, California 95035, or at such other address as
the Company may hereafter designate in writing.



            16.    Other Benefits. Nothing contained in this Agreement shall affect the Employee’s
right to participate in and receive benefits under and in accordance with the then current
provisions of any insurance or other employee welfare plan or program of the Company or any
Affiliate.



            17.    Maximum Term of Option. Notwithstanding any other provision of this Agreement,
this option is not exercisable after the Expiration Date.



            18.    Binding Agreement. Subject to the limitation on the transferability of this
option contained herein, this Agreement shall be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of the parties hereto.



            19.    Plan Governs. This Agreement is subject to all of the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases
used and not defined in this Agreement shall have the meaning set forth in the Plan. This option
is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. The
Company may, in its discretion, issue newly issued shares or treasury shares pursuant to this
option.



            20.    Committee Authority. The Committee shall have all discretion, power, and
authority to interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be given the maximum
deference permitted by law. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Agreement.



            21.    Captions. The captions provided herein are for convenience only and are not to
serve as a basis for the interpretation or construction of this Agreement.



            22.    Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.



            23.    Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Employee expressly warrants that he or
she is



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not executing this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Except as otherwise provided herein, modifications to this
Agreement or the Plan can be made only in an express written contract executed by a duly authorized
officer of the Company.



            24.    Governing Law. This Option Agreement is governed by the laws of the
state of California, United States, without any reference to its conflicts of law provisions.



            25.    Amendment, Suspension, Termination. By accepting this option, the Employee
expressly warrants that he or she has received an option to purchase stock under the Plan, and has
received, read and understood the prospectus for the Plan. The Employee understands that the Plan
is discretionary in nature and may be modified, suspended or terminated by the Company at any time.



            26.    Acknowledgment and Waiver. By participating in the Plan, and accepting the grant
of the option, the Employee agrees and acknowledges that:




	 	(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 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




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	 	 	 	in order to reduce or eliminate the Employee’s liability for income
taxes, social insurance taxes or other applicable taxes.





            27.    Data Privacy. As a condition of participating in the Plan, if the
Employee resides outside the United States, he or she:




	 	(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, 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.




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            28.    Translation. If this Option Agreement or any other document related to the Plan
is translated into a language other than English, and if the translated version is different from
the English language version, the English language version will take precedence.




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