Non-employee Director Stock Plan

Exhibit 10.1 AGERE SYSTEMS INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN As amended December 1, 2005 SECTION 1. PURPOSES . The Agere Systems Inc. Non-Employee Director Stock Plan (the " Plan" ) is intended to promote the interests of Agere Systems Inc. (the " Company" ) and to enable the Company to attract and retain qualified persons to serve as directors, to enhance the equity interest of directors in the Company, and to solidify the common interests of its directors and stockholders in enhancing the value of the Company' s common stock (" Shares" ). The Plan seeks to encourage the highest level of director performance by providing directors with a proprietary interest in the Company' s performance and progress. These purposes shall be achieved by the granting of options (" Options" ) to purchase Shares to members of the Board of Directors of the Company (the " Board" ) who are not employees of the Company (" Non-Employee Directors" ). Under the Plan no Options will be granted which are qualified as incentive stock options. SECTION 2. ADMINISTRATION OF THE PLAN . The Plan shall be administered by the Compensation Committee (the " Committee" ) of the Board. The Committee shall, subject to the provisions of the Plan, have the power, in its absolute discretion, to make discretionary grants of Options to Non-Employee Directors in addition to or in lieu of the automatic grants set forth in Sections 5(b) and 5(c) hereof, to set the terms for any such discretionary grants, to construe the Plan, to determine all questions hereunder, to adopt and amend such rules and regulations for the administration of the Plan as may be determined by the Committee, and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company and all Option holders (each an " Optionee" ). SECTION 3. SHARES SUBJECT TO THE PLAN . The total number of Shares which shall be available under the Plan from and after the Original Effective Date (as defined in Section 11) shall be 200,000 in the aggregate, subject to adjustment as provided in Section 7. The Company shall at all times reserve such number of Shares as will be sufficient to satisfy the requirements of the Plan and outstanding Options. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares, treasury Shares, Shares purchased in the open market or otherwise or any combination thereof, as the Board or the Treasurer of the Company may from time to time determine. The underlying Shares with respect to the unexercised portion of any expired, terminated or canceled Option shall again be available for use under the Plan. SECTION 4. ELIGIBILITY . Only Non-Employee Directors are eligible to receive Options under the Plan. SECTION 5. TERMS OF OPTIONS . Unless otherwise determined by the Committee,

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AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN the following shall apply to Options granted under the Plan: (a) The per share purchase price of the Shares covered by an Option granted pursuant to the Plan shall be 100% of the Fair Market Value of one Share on the day the Option is granted. The Option price will be subject to adjustment in accordance with the provisions of Section 7 hereof. For purposes of the Plan, the " Fair Market Value" of a Share means the average of the highest and lowest reported sales prices, regular way, of Shares in transactions reported on the New York Stock Exchange on the date of determination of Fair Market Value, or if no sales of Shares are reported on the New York Stock Exchange for that date, the comparable average sales price for the last previous day for which sales were reported on the New York Stock Exchange. (b) On the date that any person first becomes a Non-Employee Director, such person shall automatically be granted on such date, without further action by the Board or the Committee, an Option with respect to 10,000 Shares. (c) Each year, on December 1, or such other date as may be determined by the Committee, each Non-Employee Director shall be automatically granted on such date, without further action by the Board or the Committee, an Option to purchase 10,000 Shares. (d) Each Option granted under subsection 5(b) or subsection 5(c) shall become exercisable on the first anniversary of the date of grant. (e) The last day to exercise an Option shall be the day preceding the seventh anniversary of the date of grant, after which time the Option shall expire. (f) Each Option shall be exercised in accordance with procedures established by the Company accompanied by payment in full of the purchase price for the Shares subject to the Option. Payment for such Shares may be made (as determined by the Committee at the time of exercise) (i) in cash, (ii) by check, acceptable to the Company, payable to the order of the Company in the amount of such purchase price, (iii) by delivery to the Company of Shares having an aggregate Fair Market Value equal to such purchase price, which shares shall have been held by the Optionee for at least six months, (iv) by irrevocable instructions to a broker to sell the Shares to be issued upon exercise of the Option and to deliver promptly to the Company the amount of sale proceeds necessary to pay such purchase price and any applicable withholding taxes, or (v) by any combination of the methods of payment described in (i) through (iv) above. (g) An Optionee shall not have any of the rights of a st ...