exhibit10-5.htm


    Exhibit 10.5

      


       

      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 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 Service. 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 on the date of your Termination of Service will terminate 90 days
after that date 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 service ends.  "Misconduct" means (i) willful breach
or neglect of duty; (ii) dishonesty; (iii) being under the influence of drugs
(except to the extent medically prescribed) while on duty or on LSI premises (or
those of an Affiliate); (iv) conduct endangering, or likely to endanger the
health or safety of another employee, any other person or the property of LSI or
an Affiliate; (v) your violation of LSI's Standards of Business Conduct, or (vi)
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 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 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 (a) makes
no representations or undertaking regarding treatment of those Tax Obligations;
and (b) does not commit to take any action to reduce or eliminate your liability
for Tax Obligations. To the maximum extent permitted by law, LSI has the right
to retain without notice from 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. 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.

       

      10. 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.

       

      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. Maximum Term of
Option.  Notwithstanding any other provision of this Agreement,
this option is not exercisable after the Expiration Date.

       

      13. Plan Governs.  In
the event of a conflict between this Agreement and the Plan, the Plan will
govern.

       

      14. 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.

       

      15. 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.

       

      16. 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.

       

      17. Governing Law.  This
Agreement is governed by the laws of the state of Delaware, United States,
without regard to principles of conflict of laws.

       

      18. 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.

       

      19. 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.

       

      20.
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 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.