UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
May
14, 2008
_________________________
LSI
CORPORATION
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-10317
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94-2712976
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1621
Barber Lane
Milpitas,
California 95035
(Address
of principal executive offices, including zip code)
(408)
433-8000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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2003
Equity Incentive Plan
At our
annual meeting of stockholders on May 14, 2008, our stockholders approved our
amended 2003 Equity Incentive Plan. Under that plan, we can award stock options,
stock appreciation rights, restricted stock and restricted stock units to
employees and directors of the company. The principal changes to the plan
were:
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·
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Making
a total of 45 million shares available for use under the plan. Of that
amount, 15 million shares will be available for grants of restricted stock
and restricted stock units.
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·
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Making
directors eligible to participate in the
plan.
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·
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Making
stock appreciation rights a permitted type of award under the
plan.
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·
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Increasing
the limits on the size of awards that can be granted to any person in one
year from two million to four million shares for stock options and from
500,000 to one million shares for restricted stock and restricted stock
units.
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·
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Allowing
incentive stock options to be granted for 10 years following the most
recent stockholder approval of the
plan.
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Housing
and Commuting Allowance Extension for Mr. Talwalkar
On May
14, 2008, our Compensation Committee extended for one year the $5,000 per month
housing allowance we have been providing to our President and CEO, Abhijit
Talwalkar. The committee also extended for one year Mr. Talwalkar’s
participation in our Commuter Expense Reimbursement Policy. That policy provides
for reimbursement of commuting expenses for participating employees who live
more than 100 miles from their primary work location. The committee took these
actions after consulting the company’s other independent directors.
Mr.
Talwalkar will also be entitled to an additional payment equal to the taxes
payable on the amounts described in the preceding paragraph.
These
benefits will now expire in May 2009. The committee decided to take these
actions because based on the amount of time Mr. Talwalkar spends traveling to
company and customer locations around the world, the committee did not believe
it necessary for Mr. Talwalkar and his family to experience the dislocation of
having to relocate to the Milpitas area. At the same time, it wanted to
encourage Mr. Talwalkar to spend as much time at the company's headquarters as
he felt appropriate, without having his decisions affected by the financial
impact on him of doing so.
Severance
Policy
On May
20, 2008, we finalized a severance policy which will provide benefits for any
member of our Executive Leadership Team whose employment with LSI is terminated
other than for cause or who, following a change in control of LSI, terminates
his or her employment with LSI for good reason. Good reason under the policy
means a material reduction in a participant’s duties or base salary or a
material relocation of a participant’s principal office.
The
policy will become effective on June 1, 2008. For any member of our Executive
Leadership Team who has an existing contractual severance arrangement, the
policy will not apply until the expiration of that arrangement.
The term
change in control is used in the policy with the same meaning as defined
pursuant to Section 409A of the Internal Revenue Code.
In the
event of a qualifying termination prior to a change in control, a participant
will be entitled to receive the following:
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1.
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In
the case of our Chief Executive Officer, a lump sum payment equal to one
and a half times his or her base salary and average bonus received
over the preceding three years. In the case of a participant other than
our Chief Executive Officer, a lump sum payment equal to one times the
individual’s base salary.
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2.
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In
the case of our Chief Executive Officer, 18 months of accelerated vesting
of equity awards, with any equity awards that have annual time-based
vesting being treated as though they had monthly vesting for this
purpose.
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3.
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Reimbursement
of the company’s share of COBRA premiums for health insurance for 18
months in the case of our Chief Executive Officer and 12 months in the
case of another participant.
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In the
event of a qualifying termination after a change in control, a participant will
be entitled to receive the following:
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1.
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In
the case of our Chief Executive Officer, a lump sum payment equal to 2.75
times his or her base salary and average bonus received over the
preceding three years. In the case of a participant other than our Chief
Executive Officer, a lump sum payment equal to two times the individual’s
base salary and average bonus received over the preceding three
years.
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2.
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Full
acceleration of all unvested equity
awards.
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3.
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Reimbursement
of COBRA premiums for health insurance for 18
months.
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2
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4.
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In
the event that a participant’s "parachute payments" are subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code, then LSI
will make a supplemental payment to the participant in an amount that
equals the excise tax on the parachute payments, plus any additional
excise tax and federal, state and local and employment income taxes, on
the supplemental payment. However, the total supplemental
payment shall not exceed the sum of the participant’s (i) base salary
immediately prior to the change in control, and (ii) target bonus for the
year in which the change in control
occurs.
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In either
case, the participant must enter into a separation agreement, including a full
release of claims and non-compete, non-solicitation and non-disparagement
covenants for the term of the severance period.
The
policy, which is attached as Exhibit 10.3, contains additional procedural and
timing requirements that must be met in order for benefits to be
payable.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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LSI
Corporation 2003 Equity Incentive Plan.
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10.2
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Description
of Mr. Talwalkar's Housing
Allowance.
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10.3
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LSI
Corporation Severance Policy for Executive
Officers.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LSI
CORPORATION
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By:
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/s/
Jean F. Rankin
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Jean
F. Rankin
Executive
Vice President, General Counsel and
Secretary
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Date: May
20, 2008
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