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 Ob
