exv10w12






Exhibit 10.12




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:














 












	 	o	 	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.
	 
	 	o	 	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.
	 
	 	o	 	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:






	 	o	 	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.
	 
	 	o	 	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.






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