NONQUALIFIED STOCK OPTION AGREEMENT

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.

         (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