exv10w6w2






Exhibit 10.6.2




LSI CORPORATION




NONQUALIFIED STOCK OPTION AGREEMENT



     On the grant date (the “Grant Date”) shown on the attached Notice of Grant of Stock Option
(the “Notice of Grant”), LSI Corporation granted you a Nonqualified Stock Option under the LSI
Corporation 2003 Equity Incentive Plan (the “Plan”) covering the number of shares of LSI common
stock indicated on the Notice of Grant. The Notice of Grant and this agreement collectively are
referred to as the “Agreement”. Capitalized terms that are not defined in this agreement or the
Notice of Grant have the same meaning as in the Plan.



     1. Grant of Option. LSI has granted you a nonqualified stock option to purchase, on the terms
set forth in this Agreement and the Plan, all or any part of the Number of Shares shown on the
Notice of Grant. The option is a separate incentive in connection with your employment and is not
in lieu of any salary or other compensation for your services. The option is not an incentive stock
option as defined in Section 422 of the Internal Revenue Code.



     2. Exercise Price. The price per Share at which you can purchase LSI common stock under this
option (the “Exercise Price”) is the Exercise Price shown on the Notice of Grant.



     3. When the Option Becomes Exercisable. Except as otherwise provided in this Agreement, the
option becomes exercisable with respect to the numbers of Shares and on the dates shown on the
Notice of Grant. You may not exercise any portion of your option that is not exercisable. Your
right to exercise the option will terminate on the Expiration Date shown on the Notice of Grant or
earlier if provided in this Agreement or in the Plan.



     4. Effect of Your Termination of Service.



     (a) Termination of Employment. Except as provided in paragraph 4(b) or 4(c), if you
have a Termination of Service for any reason, your right to exercise any portion of your option
that is exercisable when your employment ends will terminate 90 days after the date of your
Termination of Service or, if earlier, the Expiration Date shown on the Notice of Grant.



     (b) Death or Disability. If you have a Termination of Service because you die or
become totally disabled, any portion of your option that was exercisable on the date of your
Termination of Service will remain exercisable until the earlier of 12 months from that date and
the Expiration Date shown on the Notice of Grant.



     (c) Discharge for Misconduct. If you have a Termination of Service because of your
Misconduct (as defined below), your right to exercise this option will terminate immediately when
your employment ends. “Misconduct” means (i) willful breach or neglect of duty; (ii) failure or
refusal to work or to comply with LSI’s rules, policies, or practices; (iii) dishonesty; (iv)
insubordination; (v) being under the influence of drugs (except to the extent medically prescribed)
while on duty or on LSI premises (or those of an Affiliate); (vi) conduct endangering, or likely to
endanger the health or safety of another employee, any other person or the property of LSI or an
Affiliate; (vii) your violation of LSI’s Standards of Business Conduct, or (viii) conviction of, or
plea of nolo contendere to, a felony.



 









 





     (d) A leave of absence or an interruption in service (including an interruption during
military service) authorized or acknowledged by LSI or the Affiliate employing you will not be
deemed a Termination of Service.



     5. Who Can Exercise the Option. Except as otherwise determined by the Committee in its sole
discretion, during your lifetime, only you can exercise your option.



     6. Your Option is Not Transferable. Except as otherwise provided in this Agreement, you may
not sell, transfer, pledge, assign, hypothecate or otherwise dispose of your option or your rights
under this Agreement (whether by operation of law or otherwise) and your option shall not be
subject to sale under execution, attachment or similar process. Upon any attempt to sell,
transfer, pledge, assign, hypothecate or otherwise dispose of your option, or of any rights under
this Agreement, or upon any attempted sale under any execution, attachment or similar process, your
option will terminate immediately.



     7. Exercise Procedure. To exercise this option, you must give notice of exercise and pay the
exercise price in such form and at such, time, place and/or manner as LSI may designate. When LSI
deems it necessary or desirable for regulatory reasons, LSI may require that when you exercise this
option, you must simultaneously sell the shares you purchase.



     8. Tax Withholding and Payment Obligations. If LSI determines that it and/or an Affiliate will
withhold or collect any Tax Obligations as a result of your option, you must make arrangements
satisfactory to LSI to satisfy all withholding and/or collection requirements and you may not
exercise this option until you do so. You acknowledge that you have the ultimate liability for any
and all Tax Obligations imposed on you and that LSI and any Affiliate that employs you (a) make no
representations or undertaking regarding treatment of those Tax Obligations; and (b) do not commit
to take any action to reduce or eliminate your liability for Tax Obligations. To the maximum extent
permitted by law, LSI and any Affiliate that employs you have the right to retain without notice
from salary or other amounts payable to you, amounts sufficient to satisfy any Tax Obligations that
LSI determines has not or cannot be satisfied through other means. By [signing the Notice of Grant]
[accepting this Award], you expressly consent to any additional cash withholding under this
paragraph 8.



     9. Agreement Not To Solicit LSI Employees. You agree that, without LSI’s prior written
consent, you will not solicit (or induce or encourage others to solicit) any employee of LSI or any
Subsidiary to leave their employment with LSI or any Subsidiary. This agreement applies both while
you are employed by LSI or any Subsidiary and for a period of 12 months after your employment with
LSI or any Subsidiary ends, and is in addition to your separately enforceable obligations under
existing intellectual property and non-disclosure agreements, and under common law. You and LSI
agree that the precise amount of damages LSI will experience if you violate your agreement in the
first sentence of this paragraph 9 would be impracticable or extremely difficult to calculate or
prove, and that $125,000 (the “Liquidated Damages”) constitutes a best estimate of those damages
for each employee solicited or induced. You agree that, if you violate your agreement in the first
sentence of this paragraph 9, for each employee solicited or induced, at LSI’s election: (i) you
will pay the Liquidated Damages amount to LSI within 45 days of LSI’s written request; or (ii) LSI
may cancel any unexercised portion of this Option and/or any other options to purchase LSI Shares
you hold, and you will pay to LSI any remaining portion of the Liquidated Damages amount within 45
days of LSI’s written request. The value of any options that LSI so cancels may not exceed the
Liquidated Damages amount multiplied by the number of employees solicited or induced. LSI will
calculate that value on the cancellation date using the valuation methodology it then uses for
financial reporting purposes.



     10. Suspension of Exercisability.



-2-









 





     (a) If at any time LSI determines that the listing, registration or qualification of the
Shares upon any securities exchange or under any state, federal or foreign 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 LSI. LSI shall make reasonable efforts to meet
the requirements of any such state, federal or foreign law or securities exchange and to obtain any
such consent or approval of any such governmental authority.



     (b) LSI may designate times when you cannot exercise this option in connection with corporate
events such as a stock split, reverse stock split, reclassification, spin-off, merger or
change-in-control transaction. If the option is scheduled to expire during one of those periods,
you will need to exercise the option before that period begins.



     11. No Rights of Stockholder. You will not have any of the rights of a stockholder of LSI in
respect of any of the Shares issuable upon exercise of this option until those Shares are delivered
to you or deposited in your account at LSI’s designated broker.



     12. No Effect on Employment or Future Awards.



     (a) Your employment with LSI or one of its Affiliates is on an at-will basis only, subject to
applicable law and the terms of any employment agreement you may have with LSI or an Affiliate.
Nothing in this Agreement or the Plan is intended to give you any right to continue to be employed
by LSI or any Affiliate or to interfere with or restrict in any way the right of LSI or the
Affiliate to terminate your employment at any time for any reason whatsoever, with or without good
cause.



     (b) LSI does not intend by granting this option to you to confer upon you the right to be
selected to receive any future Award under the Plan.



     13. Address for Notices. Any notice to be given to LSI under this Agreement must be in
writing and addressed to LSI Corporation, Attn: Stock Administration Department, Mailstop D-206,
1621 Barber Lane, Milpitas, CA 95035, or such other address as LSI may designate in writing.



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



     15. Plan Governs. In the event of a conflict between this Agreement and the Plan, the Plan
will govern.



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



     17. Agreement Severable. If any provision in this Agreement is held invalid or unenforceable,
that invalidity or unenforceability will not be construed to have any effect on the remaining
provisions of this Agreement.



     18. Modifications. This Agreement constitutes the entire understanding of the parties on the
subjects covered. Modifications to this Agreement can be made only in writing by an authorized
officer of LSI.



-3-









 





     19. Governing Law. This Agreement is governed by the laws of the state of Delaware, United
States, without regard to principles of conflict of laws.



     20. Electronic Delivery. LSI may, in its sole discretion, deliver any documents related to
this Award, including materials relating to its Annual Meeting of Stockholders, by electronic means
or request your consent to participate in the Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and agree to participate in the Plan through any
on-line or electronic system established and maintained by LSI or another third party designated by
LSI.



     21. Committee Actions. All actions taken and all interpretations and determinations made by
the Board or its delegate will be final and binding on you, LSI and all other interested persons.
No member of the Board and no delegate will have any personal liability for any action,
determination or interpretation made with respect to the Plan or this Agreement.



     Paragraphs 22 through 24 below apply only if you are employed by a subsidiary of LSI outside
the United States.



     22. Acknowledgment and Waiver. By [signing the Notice of Grant] [accepting this Award], you
agree that:




	 	(a)	 	Your participation in the Plan is voluntary.
	 
	 	(b)	 	Your option is not part of your normal or expected compensation or
salary for any purpose, including, but not limited to, calculating any termination,
severance, resignation, redundancy, or 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 your option is unknown and
cannot be predicted. It is possible that you will not make any money from this
option.
	 
	 	(d)	 	This option does not create an employment relationship between you and
any entity.
	 
	 	(e)	 	You have no right to make a claim of entitlement to compensation or
damages because of the expiration or termination this option, or any diminution in
value of the option, or Shares purchased under the Plan. If it should be determined
that you did acquire any such rights, you irrevocably agree to release LSI and its
Affiliates, officers and employees from any such claim to the extent permitted by
applicable law.





     23. Data Privacy.




	 	(a)	 	You understand that LSI may hold certain personal information about
you, including but not limited to your 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 LSI, details of all
options or any other entitlements to shares awarded,
canceled, purchased, or outstanding in your favor, for the purpose of implementing,
administering and managing the Plan (“Personal Data”);
	 
	 	(b)	 	You consent to the collection, use, processing, and transfer, in
electronic or other form, of Personal Data by LSI and its Affiliates for the
exclusive




-4-









 






	 	 	 	purpose of implementing, administering or managing your participation in
the Plan and to the extent required in connection with LSI’s financial reporting.
	 
	 	(c)	 	You understand that Personal Data may be transferred to any third
parties assisting LSI in the administration of the Plan or involved in LSI’s
financial reporting.
	 
	 	(d)	 	You understand that the recipients of Personal Data may be located
outside your country of residence, and that the recipient’s country may have
different data privacy laws and protections than your country of residence.
	 
	 	(e)	 	You authorize the recipients to receive, possess, use, retain and
transfer the Personal Data, in electronic or other form, for the purposes of
implementing, administering or managing your participation in the Plan, including
any transfer of Personal Data as may be required for the administration of the Plan
and/or any subsequent transfer of Shares to your account at a brokerage firm and in
connection with LSI’s financial reporting.
	 
	 	(f)	 	You understand that Personal Data will be held only as long as
necessary to implement, administer or manage your participation in the Plan.
	 
	 	(g)	 	You understand that you may, at any time, review the Personal Data,
require any necessary amendments to Personal Data or withdraw the consents herein
in writing by contacting LSI.
	 
	 	(h)	 	You understand that withdrawing your consent may affect your ability to
participate in the Plan.





     24. Translation. If this 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.



     [Insert the remainder of the document for options awarded to the ELT and the Corporate
Controller:] 25. Acceptance of LSI Policy on Recoupment of Compensation. By [signing the Notice of
Grant] [accepting this Award], you agree to comply with the LSI Policy on Recoupment of
Compensation attached hereto.








-5-









 








LSI Corporation




Policy on Recoupment of Compensation



Last revised: February 10, 2010



Policy Statement




     Each “covered individual” must, if requested by the Compensation Committee, repay or return
“covered payments” in the event that the company issues a material restatement of its financial
statements, where the restatement is caused, in whole or in part, by such individual’s intentional
misconduct.



Definitions




     “covered individual” means each member of the company’s executive leadership team, as well as
the company’s corporate controller.



     “covered payments” means cash bonuses paid after the date of adoption of this policy and stock
options, restricted stock units and any other equity-based awards granted under any stock-based
plan maintained by the company.



     “covered period” means the period beginning on the day the financial statements that must be
restated, or financial results for the latest period covered by such financial statement, are first
made public, whether by press release or filing with the Securities and Exchange Commission, and
ending on the date that the restated financial statements are first filed with the Securities and
Exchange Commission.



Additional Terms




     The Committee anticipates determining the amount that it will recoup in accordance with the
following principles:




	 	•	 	Cash bonuses: The portion of any bonus previously paid to a covered individual that
would not have been paid if the company’s financial results had been as reported in the
restatement, excluding the amount of taxes the Committee believes to be payable by the
covered individual in connection with the bonus, will be subject to recoupment. Bonuses
shall not be subject to recoupment if they were paid more than five years prior to the
date on which the company determined that it would be necessary or appropriate to
restate its financial statements.
	 
	 	•	 	Stock options and stock appreciation rights:






	 	•	 	Any awards outstanding at the time the Board or a committee of the Board
determines that a restatement is necessary or appropriate, as well as any awards
granted after such time but before a determination is made as to




 









 






	 	 	 	whether the covered individual’s intentional wrongdoing contributed to the need to restate the
financial statements, will be canceled.
	 
	 	•	 	The net amount realized from any award exercised during the covered period will
be subject to recoupment. The net amount will be determined as the amount
receivable by the covered individual upon exercise of the award, less applicable
commissions and fees and the amount of taxes the Committee believes to be payable
by the covered individual in connection with the exercise of the award.
	 
	 	•	 	If the covered individual retains any shares after exercising a stock option
during the covered period, the Committee may require those shares to be returned.
In determining the number of shares it will require to be returned, the Committee
may take into account its estimate of the covered individual’s tax liability in
connection with the award and the company’s tax withholding in connection with the
award.






	 	•	 	Restricted stock units and similar awards:






	 	•	 	Any awards outstanding at the time the Board or a committee of the Board
determines that a restatement is necessary or appropriate, as well as any awards
granted after such time but before a determination is made as to whether the
covered individual’s intentional wrongdoing contributed to the need to restate the
financial statements, will be canceled.
	 
	 	•	 	For any awards that vested during the covered period:






	 	•	 	If the covered individual still holds any of the vested shares, those
 shares will be subject to recoupment.
	 
	 	•	 	If the shares were sold, the proceeds of the sale, net of commissions
and fees, will be subject to recoupment.
	 
	 	•	 	In determining the amounts subject to recoupment under the two preceding
bullets, the Committee may take into account its estimate of the covered
individual’s tax liability in connection with the award and the company’s
tax withholding in connection with the award.






	 	•	 	If the company pays dividends on its common stock, the Committee may seek additional
recoupment based on the dividends paid or payable during the covered period.
	 
	 	•	 	If cash is to be recouped, the Committee may require the payment of interest on the
amount thereof from the date the cash was originally paid to or received by the covered
individual until the date of repayment.
	 
	 	•	 	The Committee will have discretion to determine a different amount to be recouped if
believes it to be appropriate under the circumstances.
	 
	 	•	 	Recoupment will not be required if the restatement occurred following a change in
control of LSI.






-2-