exv10w2






Exhibit 10.2




August 3, 2009




Eric K. Brandt

Senior Vice President and Chief Financial Officer

Broadcom Corporation

5300 California Avenue

Irvine, California 92617




Dear Eric:




          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 March 11, 2007 letter agreement between you and Broadcom at the time you first
became a participant in the Program (the “Original Letter Agreement”) and then by your August 19,
2008 agreement with Broadcom (the “2008 Letter Agreement”) governing your participation in the
Program for the one-year period ending August 18, 2009. The 2008 Letter Agreement was also
designed to (i) bring the terms and provisions of the Program into compliance with the applicable
requirements of the final Treasury Regulations under Section 409A (“Section 409A”) of the Internal
Revenue Code of 1986, as amended (the “Code”), and (ii) effect certain substantive changes
authorized by the Compensation Committee. 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 2008 Letter Agreement.



          Appendix II as currently in effect under your 2008 Letter Agreement is hereby superseded by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, except that the second
paragraph of the Termination section of the Original Letter Agreement was deleted in its entirety
by the terms of the 2008 Letter Agreement and shall remain so deleted under this New Agreement.



Corrected on 12/31/2008 to correct certain section references




 









 





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)(ii) of this Appendix II (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 of this
Appendix II, 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:



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     (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 to Section
(16) of this Appendix II 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-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 of this Appendix II, 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
Section 409A. 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 such 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, whether before or after the date of this New Agreement, 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



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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 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:




          (i) 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



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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 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.




          (ii) 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



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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.




     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



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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 (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 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:




          (i). Notwithstanding any provision in this New Agreement to the contrary other than
Section (8)(ii) 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



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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(i) (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) 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.




          (ii). 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)(i)
deferred payment requirement. If the Lump Sum Health Care Benefit does not exceed such
dollar amount, then the deferred payment provisions of Section (8)(i) 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.




          (iii). It is the intent of the parties that the provisions of this New Agreement 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 New Agreement 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
revised 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:




     (i). 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.



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     (ii). 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.




     (iii). 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
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.




     (iv). 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.



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     (10) Tax Gross-Up Payment.




     (i). In the event that (A) any payments or benefits to which you become entitled in
accordance with the provisions of this New Agreement 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 (B) 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 (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 New Agreement shall instead be subject to reduction in accordance with
the benefit limitation provisions of Section (11).




     (ii). All determinations as to whether any of the payments or benefits to which you
become entitled in accordance with the provisions of this New Agreement 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-



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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 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.




     (iii). 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(ii), 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)(ii), 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)(iii), 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.




     (iv). 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)(ii), 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 New Agreement or
otherwise, you will comply with all reasonable actions



11









 







requested by Broadcom in connection with such proceedings, but shall not be required to
incur any out-of-pocket costs in so doing.




     (v). 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 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 New Agreement 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 New Agreement (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 New Agreement 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 New
Agreement 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.



12









 





          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 New Agreement, 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 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 section 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 New Agreement 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 under Section (12) above, (ii) in the event of your death



13









 







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,



          (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



14









 







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 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 and this revised Appendix II.



     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



15









 







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.



     (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 New 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 New 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 New Agreement by more
than fifteen percent (15%) in the aggregate; provided, however, that (A) 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 (B) 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



16









 







location by more than fifty (50) miles from the distance in effect on the date
of the New 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);




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




     (vii) following the Change in Control, you cease to serve as the Chief
Financial Officer of the highest parent entity in the chain of corporations or other
entities that includes Broadcom (or its successor) or you otherwise cease to serve
as the Chief Financial Officer of an entity with stock publicly traded on an
established United States stock exchange.



     The foregoing shall constitute an exclusive list of the events or contingencies that may
constitute Good Reason under the Program and this revised Appendix II.



     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.



17









 





     (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 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,



18









 







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:




          (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 revised 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



19









 







plan, policy, practice or program or contract or agreement, except as explicitly modified by
this revised Appendix II.



     (25). Full Settlement.



          (i) Except as specifically set forth in this revised 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.



          (ii) 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.



          (i) 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.



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



          (iii) 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).  Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND
BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THE NEW AGREEMENT (OR THE ORIGINAL
LETTER AGREEMENT OR 2008 LETTER AGREEMENT) OR THE BENEFITS PROVIDED UNDER THIS REVISED APPENDIX II
AS SET FORTH HEREIN OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THE NEW AGREEMENT



20









 







(OR THE ORIGINAL LETTER AGREEMENT OR 2008 LETTER AGREEMENT) OR THIS REVISED APPENDIX II SHALL
BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE
MOST RECENTLY BEEN) EMPLOYED BY BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH
ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii)
THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL
AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE
FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS
THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE
SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF
APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH
ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS,
SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF
THE PREVAILING PARTY’S COSTS, INCLUDING, BUT NOT LIMITED TO, EXPENSES AND REASONABLE ATTORNEY’S
FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL
IN ALL EVENTS BE PAID BY BROADCOM. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY
COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING
THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA
CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW
PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY
INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE
ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.



     (28). Governing Law. The laws of California shall govern the validity and
interpretation of the Program, without resort to that State’s rules governing conflicts of laws.



     (29). Captions. The captions of this Appendix II are not part of the provisions of
the Program and shall have no force or effect.



     (30). 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.



     (31). Notices. All notices and other communications under the New Agreement shall be
in writing and shall be given by hand delivery to the other party, by overnight courier or by
registered or certified mail, return receipt requested, postage prepaid, addressed (if to you) at
the address you last provided in writing to Broadcom, and if to Broadcom, as follows:



21









 




Broadcom Corporation

5300 California Avenue

Irvine, California 92617

Attention: Chief Executive Officer




          Notice and communications shall be effective when actually received by the addressee. Neither
your failure to give any notice required by the Program, nor defects or errors in any notice given
by you, shall relieve Broadcom of any corresponding obligation under the Program unless, and only
to the extent that, Broadcom is actually and materially prejudiced thereby.



     (32). Severability. If any provision of the New Agreement or this revised Appendix II
as applied to any party or to any circumstance should be adjudged by a court of competent
jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the
invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the
application of such provision under circumstances different from those adjudicated by the court or
determined by the arbitrator, the application of any other provision of the New Agreement or this
revised Appendix II, or the enforceability or invalidity of the New Agreement or revised Appendix
II as a whole. Should any provision of the New Agreement or the revised Appendix II become or be
deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or
duration of its coverage, then such provision shall be deemed amended to the extent necessary to
conform to applicable law so as to be valid and enforceable or, if such provision cannot be so
amended without materially altering the intention of the parties, then such provision will be
stricken, and the remainder of the New Agreement or the revised Appendix II , as the case may be,
shall continue in full force and effect.



     (33). Withholding Taxes. Broadcom shall withhold from any amounts payable under the
Program all Federal, state, local or foreign taxes required to be withheld pursuant to any
applicable law or regulation.



     (34) No Waiver. Your failure or Broadcom’s failure to insist upon strict compliance
with any provision hereof or any other provision of the Program or the failure to assert any right
you or Broadcom may have hereunder, including, without limitation, your right to terminate
employment for Good Reason, shall not be deemed to be a waiver of the application of such provision
or right with respect to any subsequent event or the waiver of any other provision or right of the
Program.



     Except as otherwise expressly provided herein, this New Agreement supersedes and replaces the
severance benefits provided in original Appendix II of your 2008 Letter Agreement, and Appendix II
of your 2008 Letter Agreement shall no longer have any force or effect.



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



	 	 	 	 	 
	 	Broadcom Corporation

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



ACCEPTANCE





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



	 	 	 	 	 
	 	 	 
	 	     /s/ Eric K. Brandt
 	 
	 	Eric K. Brandt
 	 
	 	Dated: August 21, 2009 	 
	 





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