Common use of No Initial Public Offering Clause in Contracts

No Initial Public Offering. If at any time the Committee shall determine, in its discretion, that an initial listing or registration of any Shares upon any securities exchange or under federal law is not likely to occur, the Committee may, in its discretion, determine that the unvested Shares of Restricted Stock shall be converted to shares of common stock of LSI Logic Corporation by such means as the Committee deems appropriate. Such shares of common stock of LSI Logic Corporation will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. Unless the Committee determines otherwise, the unvested Shares of Restricted Stock will be converted to shares of common stock of LSI Logic Corporation as follows: (a) The number of shares of common stock of LSI Logic Corporation the Employee shall be entitled to shall be the number of unvested Shares subject to this Restricted Stock grant multiplied by the "Conversion Ratio" (as defined below), with the resulting number of shares rounded down to the nearest whole share; and (b) For purposes of any repurchase by LSI Logic Corporation of the unvested shares of common stock of LSI Logic Corporation in accordance with this Agreement and for purposes of calculating any tax and withholding obligations, the per share purchase price of the shares of common stock of LSI Logic Corporation shall be deemed to be equal to the quotient of the per Share exercise price of the Shares of Restricted Stock subject to this grant divided by the Conversion Ratio, rounded up to the nearest whole cent. For purposes of this Agreement, "Conversion Ratio" means the Fair Market Value of a Share immediately prior to the date the Shares of Restricted Stock are being converted divided by the fair market value of a share of LSI Logic Corporation common stock at the time of the conversion.

No Initial Public Offering. If at any time the Committee shall determine, in its discretion, that an initial listing or registration of any Shares upon any securities exchange or under federal law is not likely to occur, the Committee may, in its discretion, determine that the unvested Shares of Restricted Stock shall be converted to shares of common stock of LSI Logic Corporation by such means as the Committee deems appropriate. Such shares of common stock of LSI Logic Corporation will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. Unless the Committee determines otherwise, the unvested Shares of Restricted Stock will be converted to shares of common stock of LSI Logic Corporation as follows: (a) The number of shares of common stock of LSI Logic Corporation the Employee Nonemployee Director shall be entitled to shall be the number of unvested Shares subject to this Restricted Stock grant multiplied by the "Conversion Ratio" (as defined below), with the resulting number of shares rounded down to the nearest whole share; and (b) For purposes of any repurchase by LSI Logic Corporation of the unvested shares of common stock of LSI Logic Corporation in accordance with this Agreement and for purposes of calculating any tax and withholding obligations, the per share purchase price of the shares of common stock of LSI Logic Corporation shall be deemed to be equal to the quotient of the per Share exercise price of the Shares of Restricted Stock subject to this grant divided by the Conversion Ratio, rounded up to the nearest whole cent. For purposes of this Agreement, "Conversion Ratio" means the Fair Market Value of a Share immediately prior to the date the Shares of Restricted Stock are being converted divided by the fair market value of a share of LSI Logic Corporation common stock at the time of the conversion.