NOTICE OF GRANT OF RESTRICTED STOCK UNITS



 Exhibit 10.6.8 

 

			
	 	 
	 Notice of Grant of
 Restricted Stock Unit Award
 Under the

LSI Corporation 2003 Equity Incentive Plan
	  	 LSI CORPORATION
 ID: 94-2712976
 1621 BARBER LANE
 MILPITAS, CALIFORNIA 95035
  

		
	 GRANTEE NAME
 Address
 Address
	  	 Award Number:
 Grant Date:
 Number of Restricted

Stock Units:
  


 On the grant date shown above, LSI Corporation granted you the number of restricted stock units shown above under the LSI
Corporation 2003 Equity Incentive Plan. If and when it vests, each restricted stock unit entitles you to receive one share of LSI common stock. We typically will withhold some of the shares you would receive when the restricted stock units vest to
satisfy applicable tax or similar withholding obligations. 
 All or a portion of your Award may vest on April 1, 2015 if you have not
incurred a Termination of Service prior to that date. Annex A describes how we will determine the portion of your Award, if any, that will vest on that date. 
  

 
 By your signature below, you agree that this award
is governed by this Notice of Grant, the attached Restricted Stock Unit Agreement and the LSI Corporation 2003 Equity Incentive Plan. You acknowledge that you have received, read and understand this Notice of Grant, the attached agreement and the
plan. You agree to accept as binding all decisions or interpretations of the Board of Directors of LSI or its delegate regarding any questions relating to the plan, this Notice of Grant or the attached agreement. 

 
  
  

	
	  

	GRANTEE NAME
	Date:








 Annex A 
 In order for your award to vest on the date set forth in the notice of grant, each of the following conditions must be satisfied: 

 

	 	1.	You must not have incurred a Termination of Service before that date. 

  

	 	2.	LSI’s Revenue Growth must be equal to or better than the Revenue Growth of at least 50% of the Peers. 


 

	 	3.	The Compensation Committee of LSI’s Board of Directors must certify in writing (as contemplated by Section 162(m) of the Internal Revenue Code) that the
condition in paragraph 2 was satisfied. 

 If these conditions are satisfied, then the full number of Restricted
Stock Units shown in the notice of grant shall vest; provided, however, that the Compensation Committee may, in its sole and absolute discretion, on or before the vesting date set forth in the notice of grant, reduce the number of
Restricted Stock Units that so vest. The Compensation Committee currently intends to reduce the number of Restricted Stock Units that vest using the following methodology: 

 

	 	1.	If LSI’s Adjusted Operating Income Growth is not equal to or better than the Adjusted Operating Income Growth of at least 50% of the Peers, then no Restricted
Stock Units will vest. 

  

	 	2.	If LSI’s Adjusted Operating Income Growth is equal to or better than the Adjusted Operating Income Growth of at least 35% of the Peers, then the number of
Restricted Stock Units that vest will be reduced to the number obtained by multiplying your Target Award by the percentage determined in accordance with the table below. 


 

			
	   If LSI’s Adjusted Operating Income Growth is equal to or

  better than the Adjusted Operating Income Growth of this
   percentage of the Peers
	  	   Then we will multiply your Target Award by the following
   percentage to determine how many Restricted Stock
   Units
vest:

	 	 
	35th	  	50
	 	 
	60th	  	100
	 	 
	75th	  	200

 The determination of the Compensation Committee will be final and binding. Any Restricted Stock Units that do not vest
will be cancelled. When calculating the performance tests and the number of Restricted Stock Units that vest, we will use the following concepts: 
  

	 	1.	No additional Restricted Stock Units will vest if LSI’s Adjusted Operating Income Growth is greater than the Adjusted Operating Income Growth of more than 75% of
the Peers. 









	 	2.	For purposes of determining the percentage of the Peers that LSI has outperformed on Adjusted Operating Income Growth, we will look at the percentage of the Peer just
below LSI and the Peer just above LSI and take the average of the two. 

  

	 	3.	For purposes of determining how many Restricted Stock Units vest, we will use a sliding scale for performance between the levels listed in the table. For example, if
LSI’s performance is better than 57% of the Peers, then the payout will be 85% of your Target Award (i.e., you’ll get 50% for exceeding 50% of the Peers, plus 35%, which is 70% of the difference between the payout at 50% performance and
60% performance). 

  

	 	4.	No adjustments to the performance tests will be made if a Peer acquires or disposes of a business or assets. 


 

	 	5.	If, on or before December 31, 2014, LSI disposes of one or more businesses that, in the aggregate, accounted for more than $25 million of LSI’s Revenue in the
fiscal year(s) preceding the fiscal year in which the disposition(s) occurred, then the Revenue from the business(es) disposed of will be excluded from the calculation of Revenue for all periods. 


 

	 	6.	If, on or before December 31, 2014, LSI acquires one or more businesses that, in the aggregate account for more than 10% of LSI’s revenue in 2014, then the
Compensation Committee will have the discretion to reduce the number of Restricted Stock Units that vest (or make no adjustment) as it deems appropriate in its sole discretion to reflect the acquisition(s) and may consult with the Audit Committee in
making any such determination. 

  

	 	7.	For Peers with a December 31 fiscal quarter end, we will use Revenue and Adjusted Operating Income for the 12 months ending December 31 of the relevant year.
For Peers with a fiscal quarter that ends on a date other than December 31, we will use Revenue and Adjusted Operating Income for the 12 months ending on the last day of the fiscal quarter ending immediately before December 31 in the
relevant year. 

  

	 	8.	To compute Revenue and Adjusted Operating Income, we will use information filed by LSI and the Peers with the U.S. Securities and Exchange Commission in reports on Form
10-Q and Form 10-K. 

  

	 	9.	No fractions of an RSU will vest. If the number of RSUs that would vest is not a whole number, then the number of RSUs that vest will be rounded down to the next whole
number. 

  

	 	10.	If a Change in Control occurs and the successor entity assumes this Award, the performance tests in this Award will be deemed met at a level that would result in the
payout of your Target Award and your Target Award will vest on the date set forth in the Notice of Grant if you have not incurred a Termination of Service prior to that date. 


 

	 	11.	In the event of any changes in applicable accounting authority, the Compensation Committee will have the discretion to make changes or adjustments it deems appropriate
to the performance tests in this Award, or the calculation of those tests, to maintain the original intent of this Award. 


  
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 Capitalized terms in this Annex A have the following meanings: 

“Adjusted Operating Income” means a company’s operating income, determined in accordance with US GAAP, excluding the
impact of stock-based compensation, amortization of intangibles and restructuring charges. 
 “Adjusted Operating Income
Growth” means the percentage change in a company’s Adjusted Operating Income from 2011 to 2014 (i.e., (2014 Adjusted Operating Income – 2011 Adjusted Operating Income) / 2011 Adjusted Operating Income). 

“Peers” means those companies identified on Schedule 1 hereto. If a Peer is acquired or discontinues business operations
or does not file financial statements with the SEC prior to the Vesting Date for any relevant period, then that company will not be considered a Peer and will be excluded from the calculations for all periods. 

“Target Award” means one half (50%) of the number of Restricted Stock Units indicated in the Notice of Grant. 

“Revenue” means revenue determined in accordance with US GAAP. 

“Revenue Growth” means the percentage change in a company’s Revenue from 2011 to 2014 (i.e., (2014 Revenue – 2011
Revenue) / 2011 Revenue). 

  
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 Schedule 1 
 Peer Group 
  

			
	Advanced Micro Devices, Inc.	  	KLA-Tencor Corporation
	Altera Corporation	  	Lam Research Corporation
	Analog Devices, Inc.	  	Linear Technology Corporation
	Atmel Corporation	  	Marvell Technology Group Ltd.
	Avago Technologies Limited	  	MEMC Electronic Materials, Inc.
	Broadcom Corporation	  	NVIDIA Corporation
	Cypress Semiconductor Corporation	  	ON Semiconductor Corporation
	Fairchild Semiconductor International, Inc.	  	PMC-Sierra, Inc.
	International Rectifier Corporation	  	Xilinx, Inc.
	Intersil Corporation