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): February 9, 2006
LSI LOGIC 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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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Summary Description of 2006 CEO Incentive Plan Metrics
On February 9, 2006, the Compensation Committee of the Board of Directors of LSI Logic Corporation
(the “Company”) adopted the performance metrics for 2006 for the CEO under the LSI Logic
Corporation Incentive Plan, as amended and restated on March 10, 2004, and as approved by the
stockholders on May 6, 2004 (the “CEO Incentive Plan”). The CEO Incentive Plan is attached hereto
as Exhibit 10.54 and incorporated herein by reference.
The bonus amount payable to the CEO under the CEO Incentive Plan for fiscal year 2006 is targeted
at one hundred percent (100%) of the CEO’s annual base compensation, and is capped at a maximum
incentive award of $2,000,000. The amount of the incentive award, if any, will be decided upon
following the Compensation Committee’s determination of the CEO’s performance against established
financial, strategic, and leadership metrics.
Summary Description of 2006 Incentive Plan
On February 9, 2006, the Compensation Committee of the Board of Directors of LSI Logic adopted the
2006 Incentive Plan for the Company (“2006 Incentive Plan”).
The bonus pool under the 2006 Incentive Plan is not funded until the Company meets a predetermined
threshold operating income target. Thereafter, the bonus pool increases as operating income
increases. The maximum bonus pool will not exceed $25 million. The Company’s named executive
officers, other than the CEO, as well as other employees of the Company, are eligible to
participate in the 2006 Incentive Plan. The target bonus for named executive officers, other than
the CEO, is between 45% and 55% of the named executive officer’s base compensation. Actual bonus
payments to named executive officers may be greater than or less than the stated target amount.
Item 9.01 Financial Statements and Exhibits
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| Exhibit No. |
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Description |
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10.53
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Written Description of 2006 Incentive Plan |
10.54
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LSI Logic Corporation Incentive Plan, as amended and restated on March 10, 2004 |