Agere Systems Inc Watch

from 10-K ~5 pages Agere Systems Inc. 2001 Long Term Incentive Plan Restricted Stock Unit Award Agreement

from 10-K ~5 pages Agere Systems Inc. Short Term Incentive Plan

from 10-Q 6 pages Agere Systems Inc. Non-Employee Director Stock Plan as Amended February 23, 2006

from 10-Q 16 pages Agere Systems Inc. 2001 Long Term Incentive Plan as Amended Effective February 23, 2006

from 10-K 1 page [Letterhead of John T. Dickson] President & CEO

from 10-K ~10 pages Separation Agreement and General Release

from 10-K ~5 pages October 26, 2005 Assignment Your Position as Executive Vice President & General Manager, Storage Division Reports Directly to Richard Clemmer, Chief Executive Officer. Your Work Location Is San Jose, California. Compensation Base Salary

from 10-K ~20 pages Agere Systems Inc. 2001 Long Term Incentive Plan as Amended Effective December 1, 2005

from 8-K 7 pages Agere Systems Inc. Non-Employee Director Stock Plan as Amended December 1, 2005

from 8-K 7 pages Separation Agreement and General Release

from 8-K 6 pages Separation Agreement and General Release

from 8-K 6 pages As a Condition of the Termination of Your Employment, the Following Terms Will Apply: • Termination Date: October 26, 2005. • Severance Agreement: This Agreement Is Intended to Formalize and Set Forth the Terms of Your Separation Under Agere Systems Inc.’s Officer Severance Policy. This Agreement Supercedes and Replaces in Its Entirety the Provisions of the Officer Severance Policy. • Severance Payment: A Severance Payment Equal to 2 Times Your Base Pay and Target Bonus Less Such Tax as Agere Is Obliged to Deduct. This Amount Will Be Paid in One Lump Sum Within 2 1/2 Months After the End of the Calendar Year. • $3,600,000 [2 X ($800,000 + $1,000,000)] — On or Before March 15, 2006 • Release and Waiver of Claims: As a Condition to Receiving These Payments, You Must Sign a General Waiver and Release Agreement in the Attached Form. • Transition Assistance: A Payment Equal to 2 Times Your Monthly Salary Less Such Tax as Agere Is Obliged to Deduct in Return for Your Assistance With Business and Customer Transition Issues. This Amount Will Be Paid in One Lump Sum Within 2 1/2 Months After the End of the Calendar Year. • $133,333 [$800,000 X (2/12)] — On or Before March 15, 2006

from 8-K/A 4 pages Agere Systems Inc. 2001 Long Term Incentive Plan Restricted Stock Unit Award Agreement Name [Insert Name] Hr Id No. [Insert Hr Id No.] Grant Date [Insert Grant Date]

from 8-K/A 4 pages Richard L. Clemmer 1110 American Parkway Allentown, Pa 18109 Dear Rick, It Gives Me Great Pleasure to Confirm Your Offer of Employment With Agere Systems. the Following Outlines the Key Features of Your Offer: Assignment Your Position Is President and Chief Executive Officer (CEO) of Agere Systems Inc., Your Work Location Is Allentown, Pennsylvania and Start Date Is October 25, 2005. Compensation Base Salary

from 8-K 20 pages Agreement of Sale

from 10-K ~5 pages Confidential Settlement Agreement and General Release

from 8-K 13 pages Supplemental Agreement to Joint Venture Agreement Dated December 19, 1997

from 10-K ~5 pages Agere Systems Inc. 2004-2005 Medium-Term Incentive Plan

from 10-K ~5 pages AT&T 1987 Long Term Incentive Program for Agere Employees

from 10-K ~10 pages Founders Grant Stock Option Plan for Agere Employees Effective as of June 1, 2002 Article 1. Background and Purpose the Purpose of the Founders Grant Stock Option Plan for Agere Employees Is to Afford Employees of Agere Systems Inc. (“Agere”) Who Held Options Under the Lucent Technologies Inc. Founders Grant Stock Option Plan (The “Lucent Plan”) at the Time of the Spin-Off of Agere From Lucent Technologies Inc. (“Lucent”), Substantially the Same Rights and Benefits of Equity Ownership in Their Employer as They Had Prior to the Spin-Off by Providing Those Employees With the Opportunity to Acquire Shares of Agere Common Stock Upon Exercise of Those Options. Article 2. Definitions for the Purposes of This Plan, the Following Words Shall Have the Meanings Ascribed to Them Below: (A) Board the Board of Directors of Agere. (B) Code the Internal Revenue Code of 1986, as Amended. (C) Committee the Corporate Governance and Compensation Committee (Or Any Successor Committee) of the Board. (D) Common Stock or Stock the Class a Common Stock of Agere, Par Value $0.01 Per Share. (E) Company Action