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Separation Agreement

Termination Agreement

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This Termination Agreement involves

LSI CORP

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Title: Separation Agreement
Governing Law: Pennsylvania     Date: 2/29/2008
Industry: Semiconductors     Sector: Technology

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Exhibit 10.33.1
     
LSI Corporation
  1 800 372 2447
1110 American Parkway NE
  lsi.com
Allentown, PA 18109
   
November 12, 2007
     
To:
  Denis Regimbal
 
   
Re:
  Benefits Summary Pursuant to the Agere Systems Inc.’s Officer Severance Policy
             
Leave of Absence:
  1/5/08 -- 2/28/09   Termination Date:   3/1/09
 
           
Annual Salary:
  $300,000   Annual Target Bonus:   $225,000 (75%)
As a condition of the termination of your employment with Agere Systems Inc. (“Agere”) on March 1, 2009, the following terms will apply:
  Separation Agreement. This Agreement is intended to formalize and set forth the terms of your separation under the Agere Systems Inc. Officer Severance Policy. This Agreement supersedes and replaces in its entirety the provisions of the Officer Severance Policy.
 
  Last Work Date. January 4, 2008. Your final paycheck for January 2008 service and for accrued but unused vacation shall be paid on or about February 1, 2008.
 
  Leave of Absence (LOA); Payments. Agere agrees to place you on a LOA from January 5, 2008 through February 28, 2009 following which time you will terminate from Agere’s payroll. During the LOA, Agere shall pay you leave of absence payments (the “LOA Payments”) in an amount equal to One Million and Fifty Thousand Dollars ($1,050,000) as follows:
         
February 1, 2008
  $ 42,857.00  
March 1, 2008
  $ 42,857.00  
April 1, 2008
  $ 42,857.00  
May 1, 2008
  $ 42,857.00  
June 1, 2008
  $ 42,857.00  
July 1, 2008
  $ 42,857.00  
August 1, 2008
  $ 42,857.00  
September 1, 2008
  $ 42,857.00  
October 1, 2008
  $ 42,857.00  
November 1, 2008
  $ 42,857.00  
December 1, 2008
  $ 492,859.00  
January 1, 2009
  $ 42,857.00  
February 1, 2009
  $ 42,857.00  
March 1, 2009
  $ 42,857.00  
Total:
  $ 1,050,000.00  

 


 
The LOA Payments shall be made in the ordinary course of Agere’s payroll cycle and (i) represent the gross amount before all applicable federal, state and local withholding taxes that are required to, and will, be deducted by Agere, and (ii) except as set forth in this Agreement, are in consideration of all amounts owed to you by Agere, including without limitation any amounts that may be due to you under any Agere benefit or welfare plan or policies. You will not accrue any vacation or personal days while on a LOA.
While on the LOA, you shall be treated the same as an active employee for all purposes, including payment of benefits such automobile allowance and financial counseling benefits. In addition, you will continue to be eligible for the retention bonus as set forth in that certain letter dated March 2, 2007, and the remaining two installments shall be paid in April 2008 and March 2009.
In the event of your death while on LOA, then any unpaid portion of the LOA Payments will be paid, in a lump sum, to your estate. Any unvested stock options and restricted stock units that would have otherwise vested during the remaining term of the LOA or upon your termination will vest immediately upon your death and become exercisable by your estate. Any medical coverage will end upon your death at which time any dependents covered at that time can continue coverage under the Consolidated Omnibus Budget Reconciliation Act (Cobra) of 1986.
  Release and Waiver of Claims. As a condition to receiving the LOA payments and the other benefits hereunder, you must sign a general waiver and release agreement in the attached form.
 
  Equity. Upon your termination on March 1, 2009, all your unvested options and restricted stock units shall vest and shall be treated in accordance with the provisions of the applicable agreements and plans pursuant to which they were granted.
 
  Section 280G Gross-Up. To the extent applicable, all payments hereunder and any acceleration of equity awards that become subject to excise taxes shall be grossed up for purposes of Section 280G of the Internal Revenue Code of 1986, as amended.
 
  Qualified and Non-Qualified Plan Benefits: You will receive a payout of your accrued retirement benefits, including payments under the Agere Systems Inc. Management 401(k) Plan, the Agere Systems Inc. Pension Plan and the Agere Systems Inc. Supplemental Pension Plan, in accordance with the terms of the applicable plan.
 
  Benefits: You are eligible to continue your participation in Agere’s medical, dental and vision and insurance plans during the LOA period in the same manner as an active employee. Upon termination you will be eligible to continue your participation in Agere’s medical, dental and vision plans through COBRA for up to 18 months. Following your termination, Agere will pay for COBRA benefits and pay for and continue your other insurance coverage through the earlier of (a) December 31, 2009 or (b) such date as you are receiving benefits from another employer.
The above details the terms of the agreement between you and Agere Systems Inc. regarding the termination of your employment. There will be no other payments other than those specified above. Denis, please sign below to indicate your agreement with the terms and conditions set forth in this document.
         
    Agere Systems Inc.
 
       
/s/ Denis Regimbal
  By:   /s/ Jean F. Rankin
Denis Regimbal
  Name:   Jean F. Rankin
 
  Title:   President
Date: November 12, 2007
  Date:   November 12, 2007

Page 2 of 2


 
GENERAL WAIVER AND RELEASE AGREEMENT
     1. I understand and agree that (a) I will be on a leave of absence from January 5, 2008 until February 28, 2009 and that my employment with Agere Systems Inc. (together with its predecessors and its successors and assigns, “Agere”) will end on March 1, 2009; (b) I will be paid severance and other benefits as set forth in the attached Benefits Summary Pursuant to the Agere Systems Inc.’s Officer Severance Policy (“Summary”) only if I sign and do not revoke this General Waiver and Release Agreement (“Agreement”); and (c) the terms of the Summary are incorporated by reference in this Agreement and are intended to supersede and extinguish any other obligation Agere may have to pay me severance or other benefits upon termination, including but not limited to any agreements or understandings, whether oral or written, made at any time prior to the date of this Agreement.
     2. In consideration of the payments and benefits set forth in the Summary, I, on behalf of myself and my heirs, executors, administrators, successors and assigns, knowingly and voluntarily waive, release and forever discharge Agere, each of its subsidiaries or affiliated companies, their respective current and former officers, employees, agents and directors, and any predecessor, successor or assign of any of the foregoing, from any claim, charge, action or cause of action that I or any of them may have against any such released person, whether known or unknown, from the beginning

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