exv10w56



 







Exhibit 10.56









June 13, 2005




Mr. Wilfred J. Corrigan

LSI Logic Corporation

1621 Barber Lane

Milpitas, CA 95035




Dear Wilf:




     This letter is to confirm the payments and benefits you will receive in connection with
your cessation of service as the Chief Executive Officer (“CEO”) of LSI Logic Corporation (the
“Company”) effective as of May 23, 2005 (the “Cessation Date”). On May 23, 2005, the Company’s
Board of Directors appointed you to the position of non-executive
Chairman of the Board.



     Under the terms of Section 7(a) of the September 20, 2001, Employment Agreement entered into
between you and the Company, you will receive the following payments
and other benefits in
connection with your cessation of service as the Company’s CEO:




	 	1.	 	Any unexpired Company stock options granted after September 20, 2001 will
immediately become fully vested and exercisable as of the Cessation
Date and you
will have the full term of each respective option (as shown in the applicable
option agreement) to exercise such option. In addition, you will have the full
term (as shown in the applicable option agreement) to exercise your Company stock
option grant numbers 018891 (granted November 11, 1999), 025112
(granted April 2,
2001). 012847 (granted August 15, 1997), and 015749 (granted November 20, 1998).
	 
	 	2.	 	Thirty-six (36) months of base salary (as in effect immediately prior to the
Cessation Date) payable in a lump sum (less applicable withholding). This
amount will be $2,580,000 (less applicable withholding).
	 
	 	3	 	300% of your 2005 target bonus payable in a lump sum (less applicable
withholding). This amount will be $2,580,000 (less applicable withholding).
	 
	 	4.	 	Six (6) months continued health, dental and vision coverage benefits under the
Company’s medical, dental and vision plans at the same level as such benefits
were in effect for you on the day immediately preceding the Cessation Date. The




 









 






	 	 	 	cost of this coverage (the Company’s premium amount is
approximately equal to $14.200) will be taxable income to you.
	 
	 	5.	 	Commencing on November 23, 2005, eighteen
(18) months health, dental and
vision coverage benefits, provided, however, that you elect continuation
coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA’’), within the time period prescribed pursuant to
COBRA with such benefits to be provided at the same level as was in effect
for you on the day immediately preceding the Cessation Date. The cost of
this coverage (the Company’s premium amount is approximately equal to
$42,600) will be taxable income to you.
	 
	 	6.	 	Payment of life insurance benefits during the period eighteen (18) months
following the Cessation Date at the same level as such benefits were in effect
for you on the day immediately preceding the Cessation Date. The cost
of this
coverage (the Company’s premium amount is approximately equal to $2,000) will
be taxable income to you.
	 
	 	7.	 	The Company will pay you any unpaid base salary for periods prior to the
Cessation Date, all of your accrued and unused vacation through the Cessation
Date and any unreimbursed business expenses incurred prior to the Cessation
Date.





     In
addition, under the provisions of the LSI Logic self-insured medical plan, your
dependent child’s medical benefits will continue after your health, dental and vision coverage
benefits expire, until she reaches age 65. (The approximate actuarial present value of this
benefit is $88,700.)



     Wilf on behalf of the Company, I thank you for your dedication and tireless efforts
on the Company’s behalf. I look forward to continuing to work with you in your new role as
the Company’s non-executive Chairman of the Board. Please confirm that the above reflect your
understanding of these matters by signing one copy of this letter below and returning the
signed copy to David Pursel.



	 	 	 	 	 
	 	Sincerely, 

 	 
	 	                                                   /s/ James H. Keyes
 	 
	 	James H. Keyes           	 
	 	Lead Director 

LSI Logic Board of Directors 	 
	 



	 	 	 
	Understood and agreed:
	 	 
	 
	 	 
	/s/ Wilfred J. Corrigan
	 	 
	 

Wilfred J. Corrigan