exhibit10-3.htm


    Exhibit 10.3


      


       

      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”. When the Restricted Stock Units become payable,
or “vest”, they will be subject to the appropriate tax
withholdings.

       

       

      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 the 15th day of
the third month 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)  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 the
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 the 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 the 15th day of
the third month 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 remain employed by LSI or an Affiliate as of 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.

       

       

      (a)
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 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 registered under the U.S. federal securities laws and
be transferable by you free of any restriction under the Plan. However, your
subsequent sale of the shares 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.

       

       

      29.  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.

       

       

      Sections
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
Restricted Stock Units are 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 Restricted Stock
Units is unknown and cannot be
predicted.

       

      (d) This award of Restricted Stock Units 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 forfeiture of any portion of this
Restricted Stock Unit award. 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 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.

       

      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.