exv10w3






Exhibit 10.3




August 3, 2009




Arthur Chong

Senior Vice President, General Counsel and Secretary

Broadcom Corporation

5300 California Avenue

Irvine, California 92617



Dear Art:




          Broadcom Corporation considers it essential to its best interests and those of its
shareholders that you be encouraged to remain with the company and continue to devote your full
attention to Broadcom’s business, notwithstanding the possibility that your employment with
Broadcom might end in connection with or following a Change of Control event defined in Section
(14) of the revised Appendix II set forth below (“Change in Control”). Accordingly, the
Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has
decided to continue your participation in the special change in control severance benefit program
(the “Program”) for an additional one-year period ending August 18, 2010. The purpose of this new
letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your
continued participation in the Program. Your prior participation in the Program was initially
governed by the October 27, 2008 letter agreement between you and Broadcom at the time you first
became a participant in the Program (the “Original Letter Agreement”). Except for a few changes
necessary to comply with developments in the laws and regulations applicable to the Program and to
clarify certain provisions governing post-employment coverage under certain Broadcom employee
benefit plans, the terms and conditions set forth in this New Agreement are substantially the same
as those in effect under the Appendix II to your Original Letter Agreement.




          Appendix II as currently in effect under your Original Letter Agreement is hereby superseded
by new Appendix II set forth below and shall cease to have any force or effect upon your execution
of this New Agreement. All the other terms and provisions of your Original Letter Agreement
governing your employment with Broadcom shall remain in full force and effect and shall not in any
way be revised, modified or amended by any provision of this New Agreement.




REVISED APPENDIX II — CHANGE IN CONTROL SEVERANCE BENEFIT PROGRAM




          Your participation in the Program will continue under this New Agreement from August 19, 2009
through August 18, 2010 (such term, together with any renewals thereof, to constitute the “Term”).
On August 19 of each calendar year, beginning with the 2010 calendar year, the Term shall, without
any action by Broadcom or the Compensation Committee,



 









 







automatically be extended for one (1) additional year unless, before any such automatic
renewal date, the Compensation Committee, by a majority vote, expressly determines that the
automatic extension for such year shall not apply.



          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment
with or without “Cause” or in the event of your “Disability.” You may terminate your employment
with or without “Good Reason,” and your employment will automatically terminate upon your death.
Any termination of your employment by Broadcom or you during the Term (or, if your employment
extends beyond the Term, during the first twenty-four (24) months following a Change in Control
that occurs during the Term) shall be communicated by a “Notice of Termination.”



          If a Change in Control is effected during the Term and within twenty-four (24) months after
the effective date of that Change in Control:



          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or



          (ii) you terminate your employment for Good Reason,



          Broadcom shall make the payments and provide the benefits described below, provided you were
employed on a full-time basis by Broadcom immediately prior to such termination and, with respect
to certain of those benefits, there is compliance with each of the following requirements (the
“Severance Benefit Requirements”):



          (i) you deliver the general release required under Section (25) (the “Required Release”)
within the applicable time period following your Date of Termination,



          (ii) the Required Release becomes effective in accordance with applicable law following the
expiration of any applicable revocation period,



          (iii) you comply with each of the restrictive covenants set forth in Section (9), and



          (iv) you are and continue to remain in material compliance with your obligations to Broadcom
under your Confidentiality and Invention Assignment Agreement.



          The payments and benefits to which you will become entitled if all the Severance Benefits
Requirements are satisfied are as follows:




     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in
an amount equal to two (2) times the sum of (A) your annual rate of base salary (using your
then current rate or, if you terminate your employment for Good Reason pursuant Section (16)
due to an excessive reduction in your base salary, then your rate of base salary immediately
before such reduction) and (B) the average of your actual annual bonuses for the three
calendar years (or such fewer number of calendar years of employment with Broadcom)
immediately preceding the calendar year in which such termination of employment occurs.
Such Cash Severance shall be payable over a twenty-



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four (24)-month period in successive equal bi-weekly or semi-monthly installments in
accordance with the payment schedule in effect for your Base Salary on your Date of
Termination. Subject to the deferral provisions of Section (8) below, the Cash Severance
payments will begin on the first regular pay day, within the sixty (60) day period measured
from the date of your Separation from Service, on which your Required Release is effective
following the expiration of the maximum review/delivery period and all applicable revocation
periods, but in no event shall such initial payment be made later than the last business day
of such sixty (60)-day period on which the Required Release is so effective. The
installment payments shall cease once you have received the full amount of your Cash
Severance. The installment payments shall be treated as a series of separate payments for
purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Code.
However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing
provisions of this Section (1) shall be subject to reduction in accordance with Section (9)
in the event you breach your restrictive covenants under Section (9).




     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms
of any stock option or other equity award agreement or plan, any options to purchase shares
of Broadcom’s common stock or any restricted stock units or other equity awards granted to
you by Broadcom, that are outstanding on your Date of Termination and not otherwise fully
vested shall be subject to accelerated vesting in accordance with the following provisions:




     (i) On the date your timely executed and delivered Required Release becomes effective
following the expiration of the maximum review/delivery period and any applicable revocation
period (the “Release Condition”), you will receive twenty-four (24) months of service
vesting credit under each of your outstanding stock options, restricted stock units and
other equity awards.




     (ii) The portion of each of your outstanding stock options, restricted stock units and
other equity awards that remains unvested after your satisfaction of the Release Condition
will vest in a series of twenty-four (24) successive equal monthly installments over the
twenty-four (24)-month period measured from your Date of Termination (the “Additional
Monthly Vesting”), provided that during each successive month within that twenty-four
(24)-month period (x) you must comply with all of your obligations under your
Confidentiality and Invention Assignment Agreement with Broadcom that survive the
termination of your employment with Broadcom and (y) you must comply with the restrictive
covenants set forth in Section (9). In the event that you violate the Confidentiality and
Invention Assignment Agreement or engage in any of the activities precluded by the
restrictive covenants set forth in Section (9), you shall not be entitled to any Additional
Monthly Vesting for and after the month in which such violation or activity (as the case may
be) occurs. 




     In addition, the period for exercising each option that accelerates in accordance with
subparagraph (i) or (ii) above shall be extended from the limited post-termination period
otherwise provided in the applicable stock option agreement until the earlier of (A) the end
of the twenty-four (24)-month period measured from your Date of



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Termination or (if later) the end of the one-month period measured from each
installment vesting date of that option in accordance herewith or (B) the applicable
expiration date of the maximum ten (10)-year or shorter option term. Upon your satisfaction
of the Release Condition, the limited post-termination exercise period for any other options
granted to you by Broadcom and outstanding on your Date of Termination shall also be
extended in the same manner and to the same extent as your accelerated options.




     The shares of Broadcom Class A common stock underlying any restricted stock unit award
that vests on an accelerated or Additional Monthly Vesting basis in accordance with this
Section (2) shall be issued as follows: The shares subject to that award that vest upon the
satisfaction of the Release Condition shall be issued within the sixty (60) day period
measured from the date of your Separation from Service, but in no event later than the next
regularly-scheduled share issuance date for that restricted stock unit award (currently, the
5th day of February, May, August and November each year) following the date of your
Separation from Service on which the Release Condition is satisfied, unless subject to
further deferral pursuant to the provisions of Section (8) below the (“Initial Issuance
Date”), and each remaining share subject to such restricted stock unit award shall be issued
on the next regularly-scheduled share issuance date for that restricted stock unit award
(currently, the 5th day of February, May, August and November each year) following the
prescribed vesting date for that share in accordance with this Section (2), but in no event
earlier than the Initial Issuance Date.




     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the
following special payments shall be made to you to provide you with a source of funding to
cover a portion of the cost of any health care, life insurance and disability insurance
coverage you obtain following your Date of Termination:




          A. Provided you and your spouse and eligible dependents elect to continue medical care
coverage under Broadcom’s group health care plans pursuant to the applicable COBRA
provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”)
to you in an amount equal to thirty-six (36) times the amount by which (i) the monthly cost
payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for
yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at
the level in effect for each of you on such Date of Termination exceeds (ii) the monthly
amount payable at such time by a similarly-situated executive whose employment with Broadcom
has not terminated to obtain group health care coverage at the same level. Broadcom shall
pay the Lump Sum Health Care Payment to you on the earlier of (A) the first business day of
the first calendar month, within the sixty (60) day period measured from the date of your
Separation from Service, that is coincident with or next following the date on which your
Required Release is effective following the expiration of the maximum review/delivery period
and all applicable revocation periods or (B) the last business day of such sixty (60) day
period on which such Required Release is so effective. Notwithstanding the foregoing, the
Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section
(8) below, to the extent such payment exceeds the applicable dollar amount under section
402(g)(1) of the Code for the year in which your Separation from Service occurs. In
addition, Broadcom cannot provide any assurances hereunder as to the



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maximum period for which you and your spouse and dependents may in fact be entitled to COBRA
health care coverage under the Broadcom group health care plans, and it is expected that
such coverage will cease prior to the expiration of the thirty-six month period measured
from your Date of Termination, except under certain limited circumstances.




          B. You shall also be entitled to an additional lump sum cash payment (the “Lump Sum
Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount
by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to
obtain post-employment continued coverage under Broadcom’s employee group term life
insurance and disability insurance plans at the level in effect for you on such Date of
Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated
executive whose employment with Broadcom has not terminated to obtain similar coverage.
Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the
payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance
Benefit Payment shall be subject to the deferred payment provisions of Section (8) below, to
the extent such payment, when added to the Lump Sum Health Care Payment, exceeds the
applicable dollar amount under section 402(g)(1) of the Code for the year in which your
Separation from Service occurs.




          Should you wish to obtain such actual post-employment continued coverage under
Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as
the agent for transmitting your required monthly premium payments for such coverage to the
applicable insurance companies. Broadcom shall serve such agency role solely to facilitate
the payment of those monthly premiums to the applicable insurance companies and shall not be
responsible or liable for any loss of coverage you may incur under such plans by reason of
(i) your failure to make the required monthly premium payments to Broadcom on a timely
basis so as to allow their transmittal to such insurance companies by the applicable due
dates (including any applicable grace periods) or (ii) the failure of the insurance
companies to make such post-employment coverage available under their applicable plans.




     (4) Additional Payments Broadcom shall, to the extent applicable, pay you the
following amounts, provided you satisfy the Release Condition:




          (i) any cash bonus that was not vested on your Date of Termination because a
requirement of continued employment had not yet been satisfied by you, but with respect to
which the applicable performance goal or goals had been fully attained as of your Date of
Termination (for the avoidance of doubt, a bonus shall be payable under this clause (i) only
to the extent that any performance criteria with respect to such bonus had been satisfied
during the applicable performance period), and




          (ii) provided you were employed for the entire plan year immediately preceding your
Date of Termination and discretionary bonuses are payable for that plan year to
similarly-situated Broadcom executives whose employment has not terminated, any
discretionary bonus the Compensation Committee may decide to award you for that
plan year on the basis of your individual performance and contributions during that
plan year.



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     Any bonus payment to which you become entitled under clause (i) of this Section (4)
shall be paid to you at the same time you are paid your first Cash Severance installment
under Section (1), after taking into account any required deferral under Section (8) and,
provided further that if such bonus is intended to qualify as “performance-based
compensation” under Code Section 162(m), such payment shall also be subject to an
appropriate present value discount reasonably reflecting the time value of money, in
accordance with the Treasury Regulations under Code Section 162(m), to the extent such
payment is in fact made earlier than the scheduled payment date for that bonus under the
applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become
entitled under clause (ii) of this Section (4) shall also be paid to you at the same time or
(if later) the tenth business day following the date the Compensation Committee awards you
such discretionary bonus, subject to any required deferral under Section (8).




     The amounts set forth in Sections (5) and (6) below shall be referred to collectively
as the “Accrued Obligations” and shall not be subject to your delivery of the Required
Release or your compliance with the restrictive covenants set forth in Section (9).




     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom
shall pay you (i) any earned but unpaid base salary through that date based on the rate in
effect at the time the Notice of Termination is given, (ii) any unreimbursed business
expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested
(i.e., for which the applicable performance period and any service requirements for vesting
had been fully completed) on or before the Date of Termination, but which had not been paid
as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable
only to the extent the applicable performance criteria had been satisfied during the
applicable performance period and if such bonus is intended to qualify as “performance-based
compensation” under Code Section 162(m), such payment shall be subject to an appropriate
present value discount reasonably reflecting the time value of money, in accordance with the
Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made
earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus
plan or arrangement). However, any vested amounts deferred by you under one or more
Broadcom non-qualified deferred compensation programs or arrangements subject to Section
409A that remain unpaid on your Date of Termination shall be paid at such time and in such
manner as set forth in each applicable plan or agreement governing the payment of those
deferred amounts, subject, however, to the deferred payment provisions of Section (8) below.




     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of
Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based
on your then-current rate of base salary). Any vested amounts deferred by you under one or
more Broadcom non-qualified deferred compensation programs subject to Section 409A that
remain unpaid on your Date of Termination shall be paid at such time



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and in such manner as set forth in each applicable plan or agreement governing the
payment of those deferred amounts, subject, however, to the deferred payment provisions of
Section (8) below. Any other vested amounts owed to you under any other compensation plans
or programs will be paid to you in accordance with the terms and provisions of each such
applicable plan or program.




     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom
shall timely pay or provide to you any other amounts or benefits required to be paid or
provided or that you are eligible to receive under any plan, program, policy, practice,
contract, agreement, etc. of Broadcom and its affiliated companies, including (without
limitation) any benefits payable to you under a plan, policy, practice, contract or
agreement referred to in Section 24 (all such other amounts and benefits being hereinafter
referred to as “Other Benefits”), in accordance with the terms of such plan, program,
policy, practice, contract or agreement. However, the payment of such Other Benefits shall
be subject to any applicable deferral period under Section (8) below to the extent such
benefits constitute items of deferred compensation subject to Section 409A.




          Notwithstanding the foregoing provisions of this Section (7), in no event shall you be
allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as
amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination
or to receive any substitute benefits hereunder in replacement of those particular benefits,
but you shall be entitled to the full value of any benefits accrued under such plans prior
to your Date of Termination.




     (8) Delay in Payment for Certain Specified Employees. The following special
provisions shall govern the commencement date of certain payments and benefits to which you
may become entitled under the Program:




          A. Notwithstanding any provision in this Appendix II to the contrary other than Section
(8)B below, no payment or benefit under the Program that constitutes an item of deferred
compensation under Section 409A and becomes payable in connection with your termination of
employment will be made to you prior to the earlier of (i) the first day of the seventh
(7th) month following the date of your Separation from Service or (ii) the date of your
death, if you are deemed to be a Specified Employee at the time of such Separation from
Service and such delayed commencement is otherwise required to avoid a prohibited
distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall
immediately upon your Separation from Service be deposited by Broadcom into a grantor trust
that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve
as the funding source for Broadcom to satisfy its obligations to you with respect to the
heldback amounts upon the expiration of the required deferral period, provided, however,
that the funds deposited into such trust shall at all times remain subject to the claims of
Broadcom’s creditors and shall be maintained and located at all times in the United States.
Upon the expiration of the applicable deferral period, all payments and benefits deferred
pursuant to this Section (8)A (whether they would have otherwise been payable in a single
sum or in installments in the absence of such deferral) shall be paid or provided to you in
a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the
seventh (7th)



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month after the date of your Separation from Service or, if earlier, the first day of
the month immediately following the date Broadcom receives proof of your death. Any
remaining payments due under the Program will be paid in accordance with the normal payment
dates specified herein.




          B. The portion of your Lump Sum Health Care Payment that is not in excess of the
applicable dollar amount in effect under Section 402(g)(1)(B) of the Code for the calendar
year in which your Separation from Service occurs shall not be subject to the Section (8)A
deferred payment requirement. If the Lump Sum Health Care Benefit does not exceed such
dollar amount, then the deferred payment provisions of Section (8)A shall not be applicable
to the Lump Sum Insurance Benefit Payment to the extent the dollar amount of that payment,
when added to the Lump Sum Health Care Payment, does not exceed the applicable dollar amount
in effect under Section 402(g)(1)(B) of the Code for the calendar year in which your
Separation from Service occurs.




          C. It is the intent of the parties that the provisions of this Appendix II comply with
all applicable requirements of Section 409A. Accordingly, to the extent there is any
ambiguity as to whether one or more provisions of this Appendix II would otherwise
contravene the applicable requirements or limitations of Section 409A, then those provisions
shall be interpreted and applied in a manner that does not result in a violation of the
applicable requirements or limitations of Section 409A and the applicable Treasury
Regulations thereunder.




     (9) Restrictive Covenants. You hereby acknowledge that your right and
entitlement to the severance benefits specified in Sections (1), (2)(ii) and (10) of this
Appendix II are, in addition to your satisfaction of the Release Condition, also subject to
your compliance with each of the following covenants during the two (2) year period measured
from your Date of Termination, and those enumerated severance benefits will immediately
cease or be subject to reduction in accordance herewith should you breach any of the
following covenants:




     A. You shall not directly or indirectly encourage or solicit any employee,
consultant or independent contractor to leave the employ or service of Broadcom (or
any affiliated company) for any reason or interfere in any other manner with any
employment or service relationships at the time existing between Broadcom (or any
affiliated company) and its employees, consultants and independent contractors.




     B. You shall not directly or indirectly solicit or otherwise induce any vendor,
supplier, licensor, licensee or other business affiliate of Broadcom (or any
affiliated company) to terminate its existing business relationship with Broadcom (or
affiliated company) or interfere in any other manner with any existing business
relationship between Broadcom (or any affiliated company) and any such vendor,
supplier, licensor, licensee or other business affiliate.




     C. You shall not, whether on your own or as an employee, consultant, partner,
principal, agent, representative, equity holder or in any other capacity, directly or
indirectly render, anywhere in the United States, services of any kind or



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provide any advice or assistance to any business, enterprise or other entity that is
engaged in any line of business that competes with one or more of the lines of
business that were conducted by Broadcom during the Term of your employment or that
are first conducted after your Date of Termination but which you were aware were
under serious consideration by Broadcom prior to your Date of Termination, except
that you make a passive investment representing an interest of less than one percent
(1%) of an outstanding class of publicly-traded securities of any corporation or
other enterprise.




     D. You shall not, directly or indirectly, make any adverse, derogatory or
disparaging statements, whether orally or in writing, to any person or entity
regarding (i) Broadcom, any members of the Board of Directors or any officers,
members of management or shareholders of Broadcom or (ii) any practices, procedures
or business operations of Broadcom (or any affiliated company).




     Should you breach any of the restrictive covenants set forth in this Section (9), then
you shall immediately cease to be entitled to any Gross-Up Payment under Section 10 below or
any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) one
(1) times the sum of (A) your annual rate of base salary (using your then current rate or,
if you terminate your employment for Good Reason pursuant to Section 16 due to an excessive
reduction in your base salary, then your rate of base salary immediately before such
reduction) and (B) the average of your actual annual bonuses for the three calendar years
(or such fewer number of calendar years of employment with Broadcom) immediately preceding
the calendar year in which such termination of employment occurs (which minimum amount
represents partial consideration for your satisfaction of the Release Consideration) or (ii)
the actual Cash Severance Payments you have received through the date of such breach. In
addition, all Additional Monthly Vesting of any stock options, restricted stock units, other
equity awards or unvested share issuances outstanding at the time of such breach shall cease
as of the month in which such breach occurs, and no further Additional Monthly Vesting
shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary
damages for any additional economic loss caused by your breach and may, to the maximum
extent allowable under applicable law, seek equitable relief in the form of an injunction
precluding you from continuing such breach.




     (10) Tax Gross-Up Payment.




     A. In the event that (i) any payments or benefits to which you become entitled in
accordance with the provisions of this Appendix II or any other agreement with Broadcom
constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute
Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest
or penalties related to such excise tax (with such excise tax and related interest and
penalties to be collectively referred to as the “Excise Tax”) and (ii) it is determined by
an independent registered public accounting firm selected by Broadcom from among the largest
four accounting firms in the United States (the “Accounting Firm”) that the Present Value
(measured as of effective date of the Change in Control) of your aggregate Parachute Payment
exceeds one hundred twenty percent



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(120%) of your Permissible Parachute Amount, then you will be entitled to receive from
Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after
your payment of all taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount
equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the
foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with
each of the Severance Benefit Requirements set forth above.




     For purposes of determining your eligibility for such Gross-Up Payment, the following
definitions will be in effect:




     “Present Value” means the value, determined as of the date of the Change in Control, of
each payment or benefit in the nature of compensation to which you become entitled in
connection with the Change in Control or your subsequent termination of employment with
Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or
benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4),
utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable
Federal rate in effect at the time of such determination, compounded semi-annually to the
effective date of the Change in Control.




     “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the
average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer
number of calendar years) completed immediately prior to the calendar year in which the
Change in Control is effected.




     Should the aggregate Present Value (measured as of the Change in Control) of your
aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible
Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and
benefits under this Appendix II shall instead be subject to reduction in accordance with the
benefit limitation provisions of Section (11).




     B. All determinations as to whether any of the payments or benefits to which you become
entitled in accordance with the provisions of this Appendix II or any other agreement with
Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect
to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts
relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm.
Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”),
together with detailed supporting calculations regarding the amount of the Excise Tax, any
required Gross-Up Payment and any other relevant matter, within thirty (30) days after the
date of your Separation from Service. In making the Gross-Up Determination, the Accounting
Firm shall make a reasonable determination of the value of the restrictive covenants to
which you will be subject under Section (9), and the amount of your potential Parachute
Payment shall accordingly be reduced by the value of those restrictive covenants to the
extent consistent with Code Section 280G and the Treasury Regulations thereunder. The
Gross-Up Determination made by the Accounting Firm will be binding upon both you and
Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up



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Determination shall be paid to you or on your behalf within ten (10) business days
after the completion of such Determination or (if later) at the time the related Excise Tax
is remitted to the appropriate tax authorities.




     C. In the event that your actual Excise Tax liability is determined by a Final
Determination to be greater than the Excise Tax liability taken into account for purposes of
any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Section
(10)B, then within thirty (30) days following that Final Determination, you shall notify
Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days
thereafter, make a new Excise Tax calculation based upon that Final Determination and
provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up
Payment attributable to that excess Excise Tax liability. Broadcom shall make the
supplemental Gross-Up payment to you within ten (10) business days following the completion
of the applicable calculations or (if later) at the time such excess tax liability is
remitted to the appropriate tax authorities. In the event that your actual Excise Tax
liability is determined by a Final Determination to be less than the Excise Tax liability
taken into account for purposes of any Gross-Up Payment initially made to you pursuant to
the provisions of Section (10)B, then you shall refund to Broadcom, promptly upon receipt
(but in no event later than ten (10) business days after such receipt), any federal or state
tax refund attributable to the Excise Tax overpayment. For purposes of this Section (10)C, a
“Final Determination” means an audit adjustment by the Internal Revenue Service that is
either (i) agreed to by both you and Broadcom or (ii) sustained by a court of competent
jurisdiction in a decision with which both you and Broadcom concur or with respect to which
the period within which an appeal may be filed has lapsed without a notice of appeal being
filed.




     D. Should the Accounting Firm determine that any Gross-Up Payment made to you was in
fact more than the amount actually required to be paid to you in accordance with the
provisions of Section (10)B, then you will, at the direction and expense of Broadcom, take
such steps as are reasonably necessary (including the filing of returns and claims for
refund), follow reasonable instructions from, and procedures established by, Broadcom, and
otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore,
should Broadcom decide to contest any assessment by the Internal Revenue Service of an
Excise Tax on one or more payments or benefits provided you under this Appendix II or
otherwise, you will comply with all reasonable actions requested by Broadcom in connection
with such proceedings, but shall not be required to incur any out-of-pocket costs in so
doing.




     E. Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due
you under this Section (10) shall be subject to the hold-back provisions of Section (8). In
addition, no Gross-Up Payment shall be made later than the end of the calendar year
following the calendar year in which the related taxes are remitted to the appropriate tax
authorities or such other specified time or schedule that may be permitted under Section
409A of the Code. To the extent you become entitled to any reimbursement of expenses
incurred at the direction of Broadcom in connection with any tax audit or litigation
addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to
you no later than the later of (i) the close of the calendar



11









 







year in which the Excise Tax that is the subject of such audit or litigation is paid by
you or (ii) the end of the sixty (60)-day period measured from such payment date. If no
Excise Tax liability is found to be due as a result of such audit or litigation, the
reimbursement shall be paid to you no later than the later of (i) the close of the calendar
year in which the audit is completed or there is a final and non-appealable settlement or
other resolution of the litigation or (ii) the end of the sixty (60)-day period measured
from the date the audit is completed or the date the litigation is so settled or resolved.



          (11). Benefit Limitation. The provisions of this Section (11) shall be applicable in
the event (i) any payments or benefits to which you become entitled in accordance with the
provisions of this Appendix II or any other agreement with Broadcom would otherwise constitute a
Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting
Firm that the Present Value (measured as of effective date of the Change in Control) of your
aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible
Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your
failure to comply with your restrictive covenants under Section (9) or any other of your Severance
Benefit Requirements.



          In such event, those payments and benefits will be subject to reduction to the extent
necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or
(ii) the amount which yields you the greatest after-tax amount of benefits after taking into
account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided
to you under this Appendix II (or on any other benefits to which you may be entitled in connection
with a change in control or ownership of Broadcom or the subsequent termination of your employment
with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash
Severance under Section (1) of this Appendix II will be reduced first, with such reduction to be
effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and
Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other
equity awards that are to vest on an accelerated basis pursuant to Section (2) of this Appendix II
shall be reduced (based on the value of the parachute payment resulting from such acceleration) in
the same chronological order in which awarded, and finally your remaining benefits will be reduced
in a manner that not result in any impermissible deferral or acceleration of benefits under Section
409A.



          Notwithstanding the foregoing, in determining whether the benefit limitation of this Section
(11) is exceeded, the Accounting Firm shall make a reasonable determination of the value of the
restrictive covenants to which you will be subject under Section (9) of this Appendix II, and the
amount of your potential Parachute Payment shall accordingly be reduced by the value of those
restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations
thereunder.



     (12). Other Terminations. If your employment is terminated during the Term for Cause
or by reason of your death or Disability, or you terminate your employment during the Term without
Good Reason, your participation in the Program shall terminate without any further obligations of
Broadcom to you or your legal representatives under the Program, other than for timely payment of
the Accrued Obligations owed you and the payment or provision of



12









 







any Other Benefits to which you are entitled. However, in the event your employment is
terminated during the Term by reason of your death or Disability, then



     (i) Broadcom shall also pay the bonuses described in Section (4) above, if any, to you or
your legal representative, with the payment under paragraph (i) of such subsection to be made
within sixty (60) days after the date of your Separation from Service due to death or Disability,
subject to any required holdback under Section (8) and provided further that if such bonus is
intended to qualify as “performance-based compensation” under Code Section 162(m), such payment
shall be subject to an appropriate present value discount reasonably reflecting the time value of
money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such
payment is in fact made earlier than the scheduled payment date for that bonus under the applicable
Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (ii)
of Section (4) to be made at the same time as the foregoing payment or (if later) the tenth
business day following the date the Compensation Committee awards you such discretionary bonus,
subject to any required deferral under Section (8); and



     (ii) notwithstanding any less favorable terms in any stock option or other equity award
agreement or plan or this Program, any unvested portion of any stock options, restricted stock
units or other equity awards granted to you by Broadcom, whether before or after the date of this
New Agreement, shall immediately vest in full on your Date of Termination and remain exercisable by
you or your legal representative for 12 months after the Date of Termination.



     The shares of Broadcom Class A common stock subject to any restricted stock unit award that
vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty
(60) day period measured from the date of your Separation from Service due to your death or
Disability, but in no event later than the next regularly-scheduled share issuance date for that
restricted stock unit award date (currently, the 5th day of February, May, August and November each
year) following the date of your Separation from Service, unless subject to further deferral
pursuant to the provisions of Section (8) above.



     (13). Scope of Coverage. The provisions of this Appendix II apply only (i) in the
event of a Change of Control followed by a subsequent termination of your employment by Broadcom
without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect
to the benefits set forth in Section (12) above, (ii) in the event of your death or Disability. In
all other events where your employment is terminated, Broadcom’s normal severance policies will
apply.



     (14). Change of Control. For purposes of the Program, a “Change of Control” shall
mean a change in ownership or control of Broadcom effected through any of the following
transactions:



          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities
representing more than fifty percent (50%) of the total combined voting power of the outstanding
securities of the successor corporation are immediately after such transaction, beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned Broadcom’s outstanding voting securities immediately prior to such transaction,



13









 





          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of
Broadcom’s assets,



          (iii) the closing of any transaction or series of related transactions pursuant to which any
person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of
Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that,
prior to such transaction or series of related transactions, directly or indirectly controls, is
controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as
a result of a single acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for
securities possessing) more than fifty percent (50%) of the total combined voting power of
Broadcom’s securities (as measured in terms of the power to vote with respect to the election of
Board members) outstanding immediately after the consummation of such transaction or series of
related transactions, whether the transaction involve a direct issuance from Broadcom or the
acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or



          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the Board members described
in clause (A) who were still in office at the time the Board approved such election or nomination.



     (15). Cause. Broadcom may terminate your employment with or without Cause. For
purposes of the Program, “Cause” shall mean the reasonable and good faith determination by a
majority of the Board that any of the following events or contingencies exists or has occurred:




     (i) You materially breached a fiduciary duty to Broadcom, materially breached a
material term of the Confidentiality and Invention Assignment Agreement between you
and Broadcom or materially breached any material provision or policy set forth in
Broadcom’s Code of Ethics and Corporate Conduct;




     (ii) You are convicted of a felony or misdemeanor that involves fraud,
dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or
plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;




     (iii) You engage in any act, or there is any omission on your part, that
constitutes fraud, material negligence or material misconduct in connection with
your employment by Broadcom, including (but not limited to) a material violation of
applicable material state or federal securities laws. Notwithstanding the
foregoing, an isolated or occasional failure to file or late filing of a report
required under 1934 Act shall not be deemed a material violation for purposes of
this Section 15(iii). Furthermore, with respect to filing reports or certifications
you



14









 







are required to provide under the 1934 Act, with respect to a transaction’s
compliance with the requirements of Rule 144 under the Securities Act of 1933, as
amended or with respect to the implementation of your 10b5-1 Plan, you shall not
have committed a material violation for purposes of this Section 15(iii) if the
violation occurred because you relied in good faith on a certification or
certifications provided by Broadcom or an authorized employee or agent of Broadcom,
unless you knew or should have known after reasonable diligence that such
certification was inaccurate, or upon the processes or actions of the securities
brokerage firm handling your transactions in Broadcom equities provided that you
have used a nationally recognized securities brokerage firm with substantial prior
experience in and established regular procedures for handling option and equity
transactions by executive officers of public companies in the United States; or;




     (iv) You willfully and knowingly participate in the preparation or release of
false or materially misleading financial statements relating to Broadcom’s
operations and financial condition or you willfully and knowingly submit any false
or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or
any securities exchange on which shares of Broadcom’s Class A common stock are at
the time listed for trading.



     The foregoing shall constitute an exclusive list of the events or contingencies that may
constitute Cause under the Program.



     No termination that is based exclusively upon your commission or alleged commission of act(s)
or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder
unless you have been afforded notice of the alleged acts or omissions and have failed to cure such
acts or omissions within thirty (30) days after receipt of such notice.



     If, following the receipt of a Notice of Termination stating that your termination is for
Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board
within three business (3) days after receipt of such Notice of Termination, request that your Date
of Termination be delayed to permit you to appeal the Board’s determination that Cause for such
termination existed. If you so request, you will be placed on administrative leave for a period
determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity
to request that the Board reconsider its decision concerning your termination. If the Board or an
appropriate committee thereof has not previously provided you with an opportunity to be heard in
person concerning the reasons for termination stated in the Notice of Termination, the Board will
endeavor in good faith to provide you with such an opportunity during such period of administrative
leave. It is understood and agreed that any change in your employment status that occurs in
connection with or as a result of such an administrative leave shall not constitute Good Reason.
The Board may, as a result of such a request for reconsideration, reinstate your employment, revise
the original Notice of Termination, or affirm the original Notice of Termination. If the Board
affirms the original Notice of Termination or the period of administrative leave ends before the
Board takes action, the Date of Termination shall be the date specified in the original Notice of
Termination. If the Board reinstates your employment or revises the original Notice of
Termination, then the original Notice of Termination shall be void and neither its delivery nor its
contents shall be deemed to constitute Good Reason.



15









 





     (16). Good Reason. You may terminate your employment for Good Reason at any time
within the twenty-four (24)-month period measured from the effective date of a Change in Control
that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:




     (i) except as you may otherwise agree in writing, a change in your position
(including status, offices, titles and reporting requirements) with Broadcom that
materially reduces your authority, duties or responsibilities as in effect on the
date of the Letter Agreement, or any other action by Broadcom that results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial or inadvertent action not
taken in bad faith and that is remedied by Broadcom reasonably promptly after
Broadcom receives your notice thereof;




     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base
salary as in effect on the date of the Letter Agreement or as the same may be
increased from time-to-time during the Term;




     (iii) any action by Broadcom (including the elimination of benefit plans
without providing substitutes therefor or the reduction of your benefit thereunder)
that would materially diminish the aggregate value of your bonuses and other cash
incentive awards from the levels in effect on the date of the Letter Agreement by
more than fifteen percent (15%) in the aggregate; provided, however, that (i) a
reduction in your bonuses or cash incentive awards that is part of a broad-based
reduction in corresponding bonuses or awards for management employees and pursuant
to which your bonuses or awards s are not reduced by a greater percentage than the
reductions applicable to other management employees and (ii) a reduction in your
bonuses and other cash incentive awards occurring as a result of your failure or
Broadcom’s failure to satisfy performance criteria applicable to such bonuses or
awards shall not constitute Good Reason;




     (iv) Broadcom’s requiring you to be based at any office or other business
location that increases the distance from your home to such office or location by
more than fifty (50) miles from the distance in effect on the date of the Letter
Agreement;




     (v) any purported termination by Broadcom of your employment other than
pursuant to a Notice of Termination (for avoidance of doubt, the delivery or
contents of a Notice of Termination that is revised or voided under the procedure
provided in the definition of Cause above shall not constitute Good Reason); or




     (vi) any failure by Broadcom to comply with and satisfy Section 26 of this
Appendix after receipt of written notice from you of such failure and a reasonable
cure period of not less than thirty (30) days.



     The foregoing shall constitute an exclusive list of the events or contingencies that may
constitute Good Reason under the Program.



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     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that
causes Broadcom to fail to comply with Sections 16(ii) or 16(iii) and that is cured within ten (10)
days of your notifying Broadcom of such action or inaction shall not constitute Good Reason.
Furthermore, no act, occurrence or condition set forth in this Section 16 shall constitute Good
Reason if you consent in writing to such act, occurrence or condition, whether such consent is
delivered before or after the act, occurrence or condition comes to pass.



     (17). Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time.



     (18). Death. Your employment shall terminate automatically upon your death.



     (19). Disability. If your Disability occurs during the Term and no reasonable
accommodation is available to permit you to continue to perform the essential duties and
responsibilities of your position, Broadcom may give you written notice of its intention to
terminate your employment. In such event, your employment with Broadcom shall terminate effective
on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume
the performance of your duties within thirty (30) days after receipt of such notice. For purposes
of the Program, “Disability” shall mean your absence from and inability to perform your duties with
Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of
incapacity due to mental or physical illness that is (i) determined to be total and permanent by
two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your
legal representative and (ii) to the extent you are eligible to participate in Broadcom’s long-term
disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s
long-term disability plan commencing immediately on the Disability Effective Date.



     (20). Notice of Termination. For purposes of the Program, a “Notice of Termination”
means a written notice that (i) indicates the specific termination provision relied upon for the
termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of your employment under the
provision so indicated and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date (with such date to be not more than
thirty (30) days after the giving of such notice). The basis for termination set forth in any
Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the
party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such
termination existed.



     (21). Date of Termination. “Date of Termination” means (i) if your employment is
terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt
of the Notice of Termination or any later date specified therein (subject to the limitations set
forth above in the definition of Notice of Termination), as the case may be, and (ii) if your
employment is terminated by reason of death or Disability, the Date of Termination shall be the
date of your death or the Disability Effective Date, as the case may be.



     (22). Separation from Service. For purposes of the Program, “Separation from Service”
means the cessation of your Employee status and shall be deemed to occur at such time



17









 







as the level of the bona fide services you are to perform in Employee status (or as a
consultant or other independent contractor) permanently decreases to a level that is not more than
twenty percent (20%) of the average level of services you rendered in Employee status during the
immediately preceding thirty-six (36) months (or such shorter period for which you may have
rendered such service). Any such determination as to Separation from Service, however, shall be
made in accordance with the applicable standards of the Treasury Regulations issued under Section
409A. In addition to the foregoing, a Separation from Service will not be deemed to have occurred
while you are on a sick leave or other bona fide leave of absence if the period of such leave does
not exceed six (6) months or any longer period for which you are provided with a right to
reemployment with Broadcom by either statute or contract, provided, however, that in the event of a
leave of absence due to any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of not less than six (6) months and
that causes you to be unable to perform your duties as an Employee, no Separation from Service
shall be deemed to occur during the first twenty-nine (29) months of such leave. If the period of
leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated
above) and you are not provided with a right to reemployment by either statute or contract, then
you will be deemed to have Separated from Service on the first day immediately following the
expiration of the applicable six (6)-month or twenty-nine (29)-month period.



          For purposes of determining whether a Separation from Service has occurred, you will be deemed
to continue in “Employee” status for so long as you remain in the employ of one or more members of
the Employer Group, subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance.



          ”Employer Group” means Broadcom and any other corporation or business controlled by,
controlling or under common control with, Broadcom, as determined in accordance with Sections
414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying
Sections 1563(1), (2) and (3) of the Code for purposes of determining the controlled group of
corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at
least 80 percent” each place the latter phrase appears in such sections, and in applying Section
1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are
under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used
instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the
Treasury Regulations.



     (23). Specified Employee. For purposes of the Program, “Specified Employee” means a
“key employee” (within the meaning of that term under Code Section 416(i)). Accordingly, you will
be deemed to be a Specified Employee if you are at any time during the twelve (12)-month period
ending on the last day of any calendar year:



18









 






          (i) an officer of Broadcom whose annual compensation from Broadcom and any
other members of the Employer Group is in the aggregate greater than the
compensation limit in Section 416(i)(1)(A)(i) of the Code, provided that no more
than fifty (50) officers of Broadcom shall be determined to be Specified Employees
as of the relevant determination date;




          (ii) a five percent (5%) owner of Broadcom or any other member of the Employer
Group; or




          (iii) a one percent (1%) owner of Broadcom or any other member of the Employer
Group whose annual compensation from Broadcom and any other members of the Employer
Group is in the aggregate more than $150,000.



          The Specified Employees shall be determined as of the last day of each calendar year. If you
are determined to be a Specified Employee on any such date, you will be considered a Specified
Employee for purposes of the Program during the period beginning on the April 1 of the following
year and ending on the March 31 of the next year thereafter.



          For purposes of determining an officer’s compensation when identifying Specified Employees,
compensation is defined in accordance with Treas. Reg. §1.415(c)-2(a), without applying any safe
harbor, special timing or other special rules described in Treas. Reg. §§ 1.415(c)-2(d), 2(e) and
2(g).



     (24). Non-exclusivity of Rights. Nothing in the Program shall prevent or limit your
continuing or future participation in any plan, program, policy or practice provided by Broadcom or
any other member of the Employer Group during your period of employment with Broadcom and for which
you may qualify, nor, subject to Section 2 of this Appendix II, shall anything herein limit or
otherwise affect such rights as you may have under any contract or agreement with Broadcom or any
other member of the Employer Group. Amounts that are vested benefits or that you are otherwise
entitled to receive under any plan, policy, practice or program of or any contract or agreement
with Broadcom or any other member of the Employer Group on or subsequent to your Date of
Termination shall be payable in accordance with such plan, policy, practice or program or contract
or agreement, except as explicitly modified by this Appendix II.



19









 





     (25). Full Settlement.



          (a) Except as specifically set forth in this Appendix II, Broadcom’s obligation to make the
payments provided for in the Program and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that
Broadcom may have against you or others, except only for any advances made to you or for taxes that
Broadcom is required to withhold by law. In no event shall you be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to you under any of
the provisions of the Program, and such amounts shall not be reduced whether or not you obtain
other employment.



          (b) You will not become eligible to receive any of the payments and benefits provided under
Sections 1, 2, 3 and 4 and Section 10 of the Program unless you execute and deliver to Broadcom,
within twenty one (21) days after your Date of Termination (or within forty-five (45) days after
such Date of Termination, to the extent such longer period is required under applicable law), a
general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases
Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may
have relating to your employment with Broadcom and the termination of that employment, other than
claims relating to any benefits to which you become entitled under the Program, and (ii) becomes
effective in accordance with applicable law upon the expiration of any applicable revocation
period.



     (26). Successors.



               (a) The Program is personal to you and shall not be assignable by you otherwise than by will
or the laws of descent and distribution. The Program shall inure to the benefit of and be
enforceable by your legal representatives.



               (b) The Program shall inure to the benefit of and be binding upon Broadcom and its successors
and assigns.



               (c) Broadcom will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom
to assume expressly and agree to perform its obligations under the Program in the same manner and
to the same extent that Broadcom would be required to perform those obligations if no such
succession had taken place. As used in the Program, “Broadcom” shall include any successor to its
business and/or assets as aforesaid that assumes and agrees to perform the obligations created by
the Program by operation of law or otherwise.



     (27). Amendment. The Program may not be amended or modified with respect to you other
than by a written agreement executed by you and Broadcom or your and its respective successors and
legal representatives.



20









 





          To acknowledge your continued participation in the Program pursuant to the terms and
provisions of this New Agreement and your understanding of its terms and conditions, please sign,
date and return the enclosed copy of this New Agreement.



	 	 	 	 	 
	 	Broadcom Corporation

 	 
	 	By:  	/s/ Scott A. McGregor
 	 
	 	 	Scott A. McGregor 	 
	 	 	President and Chief Executive Officer 	 
	 



ACCEPTANCE





          I hereby accept all of the terms and conditions of the New Agreement, including the revised
Appendix thereto, and agree to be bound by all those terms and conditions.



	 	 	 	 	 
	 	 	 
	 	     /s/ Arthur Chong
 	 
	 	Arthur Chong 	 
	 
	 	Dated: August 16, 2009
 	 
	 




     




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