Common use of Notice of Governing Law Clause in Contracts

Notice of Governing Law. This grant of Restricted Stock shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder of page left blank] ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property with respect to which the election is made is described as follows: shares (the "Shares") of the Common Stock of LSI Logic Corporation Storage Systems, Inc. (the "Company"). 3. The date on which the property was transferred is: , . 4. The property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company").

Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder Complete and return this Election Form if you want to defer the settlement (payment) of page left blank] ELECTION UNDER SECTION 83(Bstock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) OF THE INTERNAL REVENUE CODE OF 1986 generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The undersigned taxpayer hereby electsGap, pursuant Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to Sections 55 defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and 83(b) unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code of 1986(“Section 409A”). As a result, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made is described as follows: shares (the "Shares") of the Common Stock of LSI Logic Corporation Storage Systems, Inc. (the "Company")made. 3. The date on which the property was transferred is: , . 4. The property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company").

Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder Complete and return this Election Form if you want to defer the settlement (payment) of page left blank] ELECTION UNDER SECTION 83(Bstock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) OF THE INTERNAL REVENUE CODE OF 1986 generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The undersigned taxpayer hereby electsGap, pursuant Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to Sections 55 defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and 83(b) unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code of 1986(“Section 409A”). As a result, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made is described as follows: shares (the "Shares"hereunder, in accordance with Section 3(c) of the Common Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of LSI Logic Corporation Storage Systemsyour death, Inc. to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the "Company"Plan). 3. The ; provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date on which the property was transferred is: , . 4. The property is subject of termination to the following restrictions: The Shares may not be transferred and are subject extent necessary to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection comply with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company").Section 409A.

Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”) on [Remainder DATE OF GRANT] (“Date of page left blank] ELECTION UNDER SECTION 83(BGrant”). Stock units that are granted to you under the Plan (“Stock Units”) OF THE INTERNAL REVENUE CODE OF 1986 generally become payable as soon as practicable (but not later than 90 days) after the date which is three (3) years from the Date of Grant (the “Original Payment Date”) in whole shares of common stock of The undersigned taxpayer hereby electsGap, pursuant Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to Sections 55 defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will continue to represent an unfunded and 83(b) unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code of 1986(“Section 409A”). As a result, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made is described as follows: shares (the "Shares"hereunder, in accordance with paragraph 3(c) of the Common Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of LSI Logic Corporation Storage Systemsyour death, Inc. to your estate) as soon as practicable (but not later than 90 days) following the "Company"date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan). 3. The ; provided, however, that, in accordance with Section 8 of the Stock Unit Agreement, payment will be made no earlier than six (6) months and one (1) day following the date on which the property was transferred is: , . 4. The property is subject of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable (but not later than 90 days) following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms date of an agreement between the taxpayer and certain changes in control of the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company").

Notice of Governing Law. This grant of Restricted Stock option shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder Optionee: «First_Name» «Middle_Name» «Last_Name» Date of page left blank] ELECTION UNDER SECTION 83(BGxxxx: «Grant_Date» Grant Number: «Grant_Number» Shares subject to option: «Shares_Granted» Exercise price per share: «Grant_Price» Scheduled date of vesting of first installment (“Initial Vesting Date”) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant «Period_1_Vest» Number of shares scheduled to Sections 55 and 83(b) vest on Initial Vesting Date: «Period_1_Shares» Number of shares scheduled to vest per month after Initial Vesting Date: «Monthly_Vest» Expiration Date of the Internal Revenue Code of 1986Option: «Expiration_Date» On the date specified above, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property with respect to which the election is made is described as follows: shares (the "Shares") of the Common Stock of LSI Logic Corporation Storage SystemsGenentech, Inc. (the "“Company"”) approved a grant to you of the option described above to purchase shares of Genentech, Inc. Common Stock (the “Shares”) under the Genentech, Inc. 2004 Equity Incentive Plan (the “Plan”). 3. In addition to this Stock Option Data Sheet, you will need to carefully read your nonqualified stock option grant agreement (the “Agreement”), the Plan, and the Plan prospectus (the “Prospectus”) to understand the terms and conditions of your grant. These three documents, along with an extra copy of the Agreement for your signature, the current Annual Report, a Notice of Exercise and Instructions to the Notice of Exercise are attached to this Stock Option Data Sheet. This option is a valuable security and should be safeguarded accordingly. After you have reviewed these documents and understand your rights and obligations, please sign the Acknowledgment attached to the Agreement and return the entire document via courier using the package provided. The date on which the property was transferred is: Acknowledgment does not commit or obligate you to purchase any shares from this option. Once you are able to begin exercising your option, . 4. The property is subject you must complete a Notice of Exercise and submit it to the following restrictions: The Shares may not be transferred and are subject to forfeiture Corporate Securities Administration (MS#49), along with a form of payment permitted under the terms option for the full purchase price of an agreement between the taxpayer shares being purchased. If you have any questions, please feel free to contact Corporate Securities Administration at: By accepting this option, I, «First_Name» «Middle_Name» «Last_Name»: (a) agree that I have read the Agreement, the Stock Option Data Sheet, and the Company. These restrictions lapse upon Prospectus, and have been able to access and view the satisfaction of certain Plan, and understand the rights and obligations with respect to this option as set forth in the Agreement and the Plan, including, for example, the rules on vesting and early termination; (b) agree to all the terms and conditions contained in such agreement.the Agreement, the Stock Option Data Sheet and the Plan; and 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if anyc) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt agree that as of the above-described property. The transferee of such property is date hereof, the person performing Agreement, the services in connection with Stock Option Data Sheet and the transfer of said property. The undersigned understands that Plan set forth the foregoing election may not be revoked except with entire understanding between the consent Company and me regarding the acquisition of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by shares and between the Employee supersede all prior oral and Engenio Information Technologies, Inc. (the "Company")written agreements with respect thereto.

Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder Complete and return this Election Form if you want to defer the settlement (payment) of page left blank] ELECTION UNDER SECTION 83(Bstock units granted to you under The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) OF THE INTERNAL REVENUE CODE OF 1986 generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The undersigned taxpayer hereby electsGap, pursuant Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to Sections 55 defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and 83(b) unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code of 1986(“Section 409A”). As a result, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made is described as follows: shares (the "Shares"hereunder, in accordance with paragraph 3(c) of the Common Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of LSI Logic Corporation Storage Systemsyour death, Inc. to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the "Company"Plan). 3. The ; provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date on which the property was transferred is: , . 4. The property is subject of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction date of certain conditions contained changes in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt control of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company")Company or other similar events.

Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder Complete and return this Election Form if you want to defer the settlement (payment) of page left blank] ELECTION UNDER SECTION 83(Bstock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) OF THE INTERNAL REVENUE CODE OF 1986 generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The undersigned taxpayer hereby electsGap, pursuant Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to Sections 55 defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and 83(b) unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code of 1986(“Section 409A”). As a result, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made is described as follows: shares (the "Shares"hereunder, in accordance with paragraph 3(c) of the Common Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of LSI Logic Corporation Storage Systemsyour death, Inc. to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the "Company"Plan). 3. The ; provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date on which the property was transferred is: , . 4. The property is subject of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction date of certain conditions contained changes in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt control of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx (the "Employee") is made this 9th day of July 2004 by and between the Employee and Engenio Information Technologies, Inc. (the "Company")Company or other similar events.

Notice of Governing Law. This grant of Restricted Stock shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. [Remainder of page left blank] ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 2. The property with respect to which the election is made is described as follows: shares (the "Shares") of the Class A Common Stock of LSI Logic Corporation Storage SystemsEngenio Information Technologies, Inc. (the "Company"). 3. The date on which the property was transferred is: , . 4. The property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ . 6. The amount (if any) paid for such property is: $ . The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ---------------------------------, --------- -------------------------------------------- TAXPAYER The undersigned spouse of taxpayer joins in this election. Dated: ---------------------------------, --------- -------------------------------------------- SPOUSE OF TAXPAYER 1 ENGENIO INFORMATION TECHNOLOGIES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment (the "Amendment") to the Restricted Stock Agreement (the "Agreement") of Xxxxxxx Xxxxx [NONEMPLOYEE DIRECTOR NAME] (the "EmployeeNonemployee Director") is made this 9th day of July 2004 by and between the Employee Nonemployee Director and Engenio Information Technologies, Inc. (the "Company").