exhibit10-1.htm


    Exhibit 10.1


      


       

      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 employement 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.

       

      (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.

       

      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 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.

       


      
        
          
             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      LSI
Corporation

      


      Policy on
Recoupment of Compensation

      


      Adopted
by the Compensation Committee of the Board of Directors on November 12,
2008

      


      


      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
executive officer of the company, 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.