exv10w6w5






Exhibit 10.6.5




LSI CORPORATION




RESTRICTED STOCK UNIT AGREEMENT



     On the grant date (the “Grant Date”) shown on the attached Notice of Grant of Restricted Stock
Unit Award (the “Notice of Grant”), LSI Corporation (“LSI” or the “Company”) granted you the number
of Restricted Stock Units under the LSI Corporation 2003 Equity Incentive Plan (the “Plan”),
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. LSI has granted to you the number of restricted stock units indicated in the Notice
of Grant. We refer to the restricted stock units subject to this award as the “Restricted Stock
Units”.



     2. LSI’s Obligation to Pay. Unless and until the Restricted Stock Units vest, you will have no
right to payment of them. Prior to actual payment of any vested Restricted Stock Units, those
Restricted Stock Units will represent an unsecured obligation of LSI.



     3. Vesting Schedule. The Restricted Stock Units are scheduled to vest in accordance with the
vesting schedule in the Notice of Grant. Restricted Stock Units scheduled to vest on any date
actually will vest only if you have not incurred a Termination of Service prior to that date and
any performance goals required to be met have been met. Unless the Board determines otherwise,
vesting will continue during any LSI-approved leave of absence.



     4. Payment after Vesting. Any Restricted Stock Units that vest will be paid to you in whole
shares, subject to you satisfying any applicable tax withholding obligations. Subject to paragraph
8(b), any Restricted Stock Units that vest will be paid in shares as soon as practicable after
vesting, but in each such case no later than 60 days following the vesting date.



     5. Forfeiture. Notwithstanding any contrary provision of this Agreement, any Restricted Stock
Units that have not vested at the time of your Termination of Service will be cancelled.



     6. Death. Any distribution or delivery to be made to you under this Agreement will, if you are
then deceased, be made to the administrator or executor of your estate. Before distribution or
delivery, the administrator or executor must furnish LSI with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to LSI to establish the validity of the
transfer and compliance with any laws or regulations pertaining to the transfer.



     7. Withholding of Taxes.



     (a) Whenever Restricted Stock Units vest, you will recognize immediate U.S. taxable income if
you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in
your jurisdiction.



     (b) As of the Grant Date, LSI is not required to withhold, and does not withhold, any shares
when restricted stock units held by members of the Board who are U.S. residents vest and you will
be responsible for the full amount of Tax Obligations applicable to your Restricted Stock Units.
However, if LSI determines to withhold when Restricted Stock Units vest, then whenever Restricted
Stock Units vest, LSI will withhold a portion of the shares otherwise issuable that have an
aggregate market value sufficient to pay Tax Obligations



 









 




determined by LSI to be applicable in connection with such vesting. If LSI determines Tax
Obligations are applicable in connection with your Restricted Stock Units at any other time, LSI
may, in its sole discretion, collect from you an amount equal to such Tax Obligations in any of the
following ways: (i) by withholding a portion of the proceeds from your sale of the shares issued to
you upon vesting of Restricted Stock Units, (ii) by withholding, or having any Affiliate that
employs you withhold, such amount from salary or other amounts payable to you, or (iii) requiring
you to pay such amount to LSI. LSI may require or otherwise allow you to make alternate
arrangements to satisfy such Tax Obligations.




     (c) LSI will not withhold or issue any fractional shares. LSI will not deliver shares unless
and until arrangements satisfactory to LSI have been made for the satisfaction of Tax Obligations.



     (d) To the maximum extent permitted by law, LSI (or any employing Affiliate) has the right to
retain without notice from salary or other amounts payable to you, amounts sufficient to satisfy
any Tax Obligations that LSI determines cannot be satisfied through the withholding of shares. All
Tax Obligations related to the Restricted Stock Units and any shares delivered upon vesting are
your sole responsibility. By [signing the Notice of Grant] [accepting this Award], you expressly
consent to the withholding of shares and to any additional cash withholding under this paragraph 7.



     8. Committee Discretion.



     (a) The Committee, in its discretion, may accelerate the vesting of some or all of the
Restricted Stock Units at any time. If so accelerated, those Restricted Stock Units will be
considered as having vested as of the date specified by the Committee. Subject to this paragraph
8, if the Committee accelerates the vesting of any Restricted Stock Units, the payment of such
accelerated Restricted Stock Units will be made no later than 60 days following the accelerated
vesting date. However, if the Restricted Stock Units are “deferred compensation” within the meaning
of Section 409A, then, to the extent necessary to avoid additional taxation under Section 409A, the
payment of the accelerated portion of those Restricted Stock Units will be made at the same time or
times as if such Restricted Stock Units had vested in accordance with the vesting schedule set
forth in paragraph 3 (whether or not you have incurred a Termination of Service on or before such
date(s)), including any necessary delay under paragraph 8(b).



     (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of
any Restricted Stock Units is accelerated in connection with your Termination of Service (provided
that such termination is a “separation from service” within the meaning of Section 409A, as
determined by LSI), other than due to death, and if (x) you are a “specified employee” within the
meaning of Section 409A at the time of such Termination of Service and (y) the payment of such
accelerated Restricted Stock Units will result in the imposition of additional tax under Section
409A if paid to you on or within the six (6) month period following your Termination of Service,
then the payment of such accelerated Restricted Stock Units will not be made until at least six (6)
months and one (1) day following the date of your Termination of Service, unless you die following
your Termination of Service, in which case the Restricted Stock Units will be paid in shares to
your estate or beneficiary as soon as practicable following your death. It is the intent of this
Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock
Units or shares issuable thereunder will be subject to the additional tax imposed under Section
409A, and any ambiguities herein will be interpreted to so comply.



     9. Rights as Stockholder. You will not have any of the rights of a stockholder of the Company
in respect of any shares deliverable hereunder until those shares have been delivered to you or
deposited in your account at LSI’s designated broker. After you receive the shares, you will have
all the rights of a stockholder of LSI with respect to voting those shares and receipt of dividends
and distributions on those shares.



     10. No Effect on Employment or Future Awards.



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     (a) If you have become an employee of LSI, then subject to applicable law and any employment
agreement you may have, the terms of your employment will be determined from time to time by LSI,
or the subsidiary that employs you, and your employer can terminate or change the terms of your
employment at any time for any reason whatsoever, with or without good cause. Neither the grant to
you of the Restricted Stock Units nor the vesting schedule set forth in the Notice of Grant
constitute an express or implied promise of continued employment or service on the Board for any
period of time.



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



     11. 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.



     12. Award is Not Transferable. You may not transfer, assign, pledge or hypothecate in any way
(whether by operation of law or otherwise) the Restricted Stock Units and the Restricted Stock
Units will not be subject to sale under execution, attachment or similar process. If you attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units, or upon
any attempted sale under any execution, attachment or similar process, the Restricted Stock Units
immediately will be cancelled.



     13. Restrictions on Sale of Securities. The shares you receive as payment for vested
Restricted Stock Units are expected to be free of any restriction under the Plan. However, your
subsequent sale of the shares may be subject to Rule 144 under the 1934 Act, and will be subject to
any market blackout-period that may be imposed by LSI and must comply with LSI’s Stock Trading
Policy and any applicable securities laws.



     14. Additional Conditions to Issuance of Shares. LSI will not be required to issue any shares
pursuant to this Agreement until each of the following events has happened: (a) the shares have
been listed on all stock exchanges on which shares of the same class are then listed; (b) any
registration or other qualification of the shares under any state, federal or foreign law or under
the rules or regulations of the Securities and Exchange Commission or any other governmental
regulatory body, which the Committee will, in its absolute discretion, deem necessary or advisable
has been completed; (c) any approval or other clearance from any state, federal or foreign
governmental agency, which the Committee will, in its absolute discretion, determine to be
necessary or advisable has been obtained; and (d) the lapse of a reasonable period of time
following the date of vesting of the Restricted Stock Units based on the extent of the processes
followed by LSI when issuing such shares, which period may vary based on the circumstances.



     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 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 in writing only by an authorized
officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement,
LSI reserves the right to revise this Agreement as it deems necessary or advisable, in its sole
discretion and without your consent, to avoid imposition of any additional tax or income
recognition under Section 409A prior to the actual payment of shares under this Award.



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     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.



     22. Data Privacy. If you reside outside the United States:


     (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 Restricted Stock Units 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 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.




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