##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K/A

Amendment No. 1





(MARK ONE)

|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended November 1, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number: 001-34428





Avago Technologies Limited

(Exact Name of Registrant as Specified in Its Charter)





|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Singapore                                                      |  | N/A                                 
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1 Yishun Avenue 7 Singapore 768923                             |  | N/A                                 
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(65) 6755-7888

(Registrants telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of class                |  | Name of each exchange on which registered
|Ordinary Shares, no par value |  | The NASDAQ Global Select Market          

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   ̈    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ̈    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  þ                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes   ̈    No  þ

State the aggregate market value of the Registrants voting and non-voting Ordinary Shares held by non-affiliates as of May 1,
2009, the last business day of the Registrants most recently completed second fiscal quarter: As of May 1, 2009, the last business day of our most recently completed second fiscal quarter, our ordinary shares were not listed on any
exchange or over-the-counter market. Our ordinary shares began trading on the Nasdaq Global Select Market on August 6, 2009. At November 1, 2009, the aggregate market value of the Registrants ordinary shares held by non-affiliates of
the Registrant (based upon the closing sale price of such shares on the Nasdaq Global Select Market on October 30, 2009) was approximately $768.3 million. The Registrants ordinary shares held by each executive officer and director and by
each entity or person that, to the Registrants knowledge, owned 5% or more of the Registrants outstanding ordinary shares as of November 1, 2009 have been excluded in that such persons may be deemed to be affiliates of the
Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of
January 4, 2010, the Registrant had 236,014,256 outstanding Ordinary Shares.

Documents Incorporated by Reference

None.









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AVAGO TECHNOLOGIES LIMITED

AMENDMENT NO. 1 TO 2009 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



|                 |  |                                                                                                |  |   
|---------------- |  | ---------------------------------------------------------------------------------------------- |  | --
|EXPLANATORY NOTE |  | 1                                                                                             
|                 |  |                                                                                               
|PART II.         |  |                                                                                                |  |   
|ITEM 9B.         |  | OTHER INFORMATION                                                                              |  | 2 
|                 |  |                                                                                               
|PART III.        |  |                                                                                                |  |   
|ITEM 10.         |  | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE                                        |  | 2 
|ITEM 11.         |  | EXECUTIVE COMPENSATION                                                                         |  | 8 
|ITEM 12.         |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS |  | 35
|ITEM 13.         |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      |  | 39
|ITEM 14.         |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         |  | 45
|                 |  |                                                                                               
|PART IV.         |  |                                                                                                |  |   
|ITEM 15.         |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     |  | 46
|SIGNATURES       |  | 47                                                                                            
|EXHIBIT INDEX    |  |                                                                                               



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##### Table of Contents

EXPLANATORY NOTE

Avago Technologies Limited (the Company) hereby amends its Annual Report on Form 10-K for the fiscal year ended
November 1, 2009 (the Original Annual Report) filed with the Securities and Exchange Commission (the SEC) on December 15, 2009, to add disclosure under Item 9B, add disclosure required under Part III,
and amend the Exhibit Index, of Form 10-K. Except as described above, no attempt has been made in this Amendment No. 1 on Form 10-K/A (this Amendment or Form 10-K/A) to modify or update other disclosures
presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures affected by subsequent events, except as set forth in Item 9B.
Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new
certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A under Item 15 of Part IV hereof.



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PART II



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

On
January 13, 2010, the Compensation Committee of the board of directors of the Company (the Board) approved operating income targets for the fiscal years ending on or about October 31, 2011 (Fiscal Year 2011) and
on or about October 31, 2012 (Fiscal Year 2012) for the purposes of potential future vesting of the Companys outstanding performance-based options. Minimum non-GAAP operating income thresholds for Fiscal Year 2011 and Fiscal
Year 2012 are $480 million and $620 million, respectively, and maximum non-GAAP operating income thresholds are $500 million and $650 million respectively. Please see Part III, Item 10, Compensation Discussion and
AnalysisEquity Incentive Compensation.

PART III.



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain
information about our executive officers and directors as of January 4, 2010.



|                        |  |     |  |                                                                           
|----------------------- |  | --- |  | --------------------------------------------------------------------------
|Name                    |  | Age |  | Position                                                                  
|Hock E. Tan             |  | 58  |  | President, Chief Executive Officer and Director                           
|Douglas R. Bettinger    |  | 42  |  | Senior Vice President and Chief Financial Officer                         
|Bryan T. Ingram         |  | 45  |  | Senior Vice President and General Manager, Wireless Semiconductor Division
|Boon Chye Ooi           |  | 55  |  | Senior Vice President, Global Operations                                  
|Patricia H. McCall      |  | 55  |  | Vice President, General Counsel                                           
|Dick M. Chang           |  | 70  |  | Chairman of the Board of Directors                                        
|Adam H. Clammer(3)      |  | 39  |  | Director                                                                  
|James A. Davidson(2)    |  | 50  |  | Director                                                                  
|James Diller(1)(3)      |  | 74  |  | Director                                                                  
|James H. Greene, Jr.(2) |  | 59  |  | Director                                                                  
|Kenneth Y. Hao(3)       |  | 41  |  | Director                                                                  
|John R. Joyce           |  | 56  |  | Director                                                                  
|David Kerko             |  | 36  |  | Director                                                                  
|Justine Lien(1)         |  | 47  |  | Director                                                                  
|Donald Macleod(1)(2)    |  | 61  |  | Director                                                                  
|Bock Seng Tan           |  | 66  |  | Director                                                                  



|(1) | Member of the Audit Committee
|--- | -----------------------------

|(2) | Member of the Compensation Committee
|--- | ------------------------------------

|(3) | Member of the Nominating and Corporate Governance Committee
|--- | -----------------------------------------------------------

Hock E. Tanhas served as our President, Chief Executive Officer and a director since March 2006. From September 2005 to January 2008, he served as chairman of the board of Integrated Device
Technology, Inc. (IDT). Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems, Inc. (ICS), from June 1999 to September 2005. Prior to ICS,
Mr. Tan was Vice President of Finance with Commodore International, Ltd. from 1992 to 1994, and previously held senior management positions with PepsiCo, Inc. and General Motors Corporation. Mr. Tan served as managing director of Pacven
Investment, Ltd., a venture capital fund in Singapore from 1988 to 1992, and served as managing director for Hume Industries Ltd. in Malaysia from 1983 to 1988.



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Douglas R. Bettinger has served as our Senior Vice President and Chief
Financial Officer since August 2008. From 2007 to 2008, Mr. Bettinger served as Vice President of Finance and Corporate Controller at Xilinx, Inc. From 2004 to 2007, he was Chief Financial Officer at 24/7 Customer, a privately-held company.
Mr. Bettinger was at Intel Corporation from 1993 to 2004, where he served in several senior-level finance and manufacturing operations positions, including Corporate Planning and Reporting Controller, and Malaysia Site Operations Controller.

Bryan T. Ingramhas served as our Senior Vice President and General Manager, Wireless Semiconductor Division
since November 2007 and prior to that as Vice President of that division since December 2005. Prior to the closing of our acquisition (the SPG Acquisition) of the Semiconductor Products Group (SPG) of Agilent
Technologies, Inc. (Agilent), Mr. Ingram was the Vice President and General Manager, Wireless Semiconductor Division of SPG. He has held various other positions with Hewlett-Packard Company and Agilent. Mr. Ingram joined
Hewlett-Packard Company in 1990.

Boon Chye Ooi has served as our Senior Vice President, Global Operations since
January 2009. From November 2003 until 2008, Mr. Ooi was at Xilinx, Inc., where he was responsible for all worldwide manufacturing operations, most recently as Senior Vice President of Worldwide Operations. Prior to Xilinx, Mr. Ooi spent
25 years at Intel Corporation, where he served in a variety of positions.

Patricia H. McCallhas served as our
Vice President, General Counsel since March 2007. She served as Director of Litigation at Adobe Systems from 2006 to 2007. Prior to this, Ms. McCall served as Senior Vice President, General Counsel and Secretary of ChipPAC Inc. from January
2003 to August 2004, when ChipPAC Inc. merged with ST Assembly Test Services Ltd. in August 2004. Ms. McCall served as the Senior Vice President Administration, General Counsel and Secretary of ChipPAC Inc. from November 2000 to January 2003.
From November 1995 to November 2000, Ms. McCall was at National Semiconductor Corporation, most recently as Associate General Counsel, and prior to that was a partner at the law firm of Pillsbury, Madison & Sutro, and is a Barrister in
England.

Dick M. Changhas been a director since December 2005, and served as our Chief Executive Officer
from December 2005 until March 2006. He has served as our Chairman of the Board of Directors since March 2006. Prior to the closing of the SPG Acquisition, Mr. Chang was President of SPG. He has held various other positions with
Hewlett-Packard Company and Agilent, including Operations Manager for the Components organization, Manufacturing Manager for the Integrated Circuits Business division, Manufacturing and Marketing Manager for the Communications Semiconductor
Solutions Division, or CSSD, General Manager of CSSD, General Manager for the Integrated Circuits Business division and Vice President of the Networking Solutions division. Mr. Chang began his career with Hewlett-Packard Company in 1967.

Adam H. Clammerhas been a director since September 2005. Since October 2009, Mr. Clammer has been a
Member of KKR Management L.L.C., which is the general partner of KKR & Co. L.P. From January 2006 to September 2009, he was a Member of KKR & Co. L.L.C., which during that time was the general partner of Kohlberg Kravis Roberts & Co.
L.P. He was a Director of Kohlberg Kravis Roberts & Co. L.P. from December 2003 to December 2005. Prior to that he was a Principal of Kohlberg Kravis Roberts & Co. L.P. between 1998 and 2003, having begun his career at Kohlberg
Kravis Roberts & Co. in 1995. From 1992 to 1995, Mr. Clammer was in the Mergers and Acquisitions Department at Morgan Stanley & Co. Mr. Clammer also serves as a director of Eastman Kodak Company and NXP B.V.

James A. Davidsonhas been a director since December 2005. Mr. Davidson is a Managing Director and Co-Chief Executive
of Silver Lake, a private investment firm that he co-founded in 1999. From June 1990 to November 1998, he was an investment banker with Hambrecht & Quist LLC, most recently serving as a Managing Director and Head of Technology Investment
Banking. From 1984 to 1990, Mr. Davidson was an attorney in private practice with Pillsbury, Madison & Sutro. Mr. Davidson also serves as a director of Flextronics International Ltd.



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James Dillerhas been a director since April 2006. Mr. Diller was a
founder of PMC-Sierra, Inc., serving as PMCs Chief Executive Officer from 1983 to July 1997 and President from 1983 to July 1993. Mr. Diller has been a director of PMC since its formation in 1983. Mr. Diller was Chairman of
PMCs board of directors from July 1993 until February 2000, when he became Vice Chairman. Mr. Diller also serves as a director of Intersil Corporation.

James H. Greene,Jr. has been a director since December 2005. Mr. Greene joined Kohlberg Kravis Roberts & Co. L.P. in 1986 and was General
Partner of Kohlberg Kravis Roberts & Co. L.P. from 1993 until 1996, when he became a Member of KKR & Co. L.L.C., which during that time was the general partner of Kohlberg Kravis Roberts & Co. L.P. Since October 2009, Mr.
Greene has been a Member of KKR Management LLC, which is the general partner of KKR & Co. L.P. Mr. Greene also serves as a director of SunGard Data Systems Inc., Zhone Technologies, Inc. and Sun Microsystems, Inc.

Kenneth Y. Haohas been a director since September 2005. Mr. Hao is a Managing Director of Silver Lake. Prior to joining
Silver Lake in 2000, Mr. Hao was an investment banker with Hambrecht & Quist for 10 years, most recently serving as a Managing Director in the Technology Investment Banking group.

John R. Joycehas been a director since December 2005. Mr. Joyce is a Managing Director of Silver Lake. Prior to joining
Silver Lake in 2006, he was the Senior Vice President and Group Executive of the IBM Global Services division. From 1999 to 2004, he was IBMs Chief Financial Officer. Prior to that, he served in a variety of positions, including President of
IBM Asia Pacific and Vice President and Controller of IBMs global operations. Mr. Joyce also serves as a director of Hewlett-Packard Company.

David Kerkohas been a director since March 2008. Since December 2006, Mr. Kerko has been a Director of Kohlberg Kravis Roberts & Co. L.P. He was a Principal of Kohlberg Kravis
Roberts & Co. L.P. between 2002 and 2006, having begun his career at Kohlberg Kravis Roberts & Co. in 1998. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc.

Justine Lienhas been a director since June 2008. Ms. Lien was initially appointed to our board of directors
in November 2007 and resigned in January 2008 for personal reasons. Ms. Lien served as the Chief Financial Officer, Vice President of Finance, Treasurer, and Secretary of Integrated Circuit Systems, Inc., or ICS, after the
companys recapitalization on May 11, 1999 and served in these capacities through September 2005 when ICS merged with Integrated Device Technologies, Inc., following which Ms. Lien retired. She joined ICS in 1993 holding titles
including Director of Finance and Administration and Assistant Treasurer. Ms. Lien also serves as a director of Techwell, Inc.

Donald Macleodhas been a director since November 2007. Mr. Macleod joined National Semiconductor Corporation in February 1978 and has served as its President and Chief Executive Officer since November 2009. Prior to
that, he served as its President and Chief Operating Officer from the beginning of 2005 until November 2009, and before that he held various other executive and senior management positions at National Semiconductor Corporation including Executive
Vice President and Chief Operating Officer and Executive Vice President, Finance and Chief Financial Officer.

Bock Seng
Tanhas been a director since April 2006. Mr. Tan was the Chairman of ST Assembly and Test Services Ltd. from 1998 until his retirement in 2003. Previously, Mr. Tan was the President and Chief Executive Officer of Chartered
Semiconductor Manufacturing, Ltd. from 1993 to 1997. Mr. Tan was the Managing Director for Fairchild Semiconductor International, Inc. in Singapore from 1986 to 1988, and served as the Managing Director of National Semiconductor
Corporations Singapore operations until 1992 after Fairchilds merger with National Semiconductor. Mr. Tan started his career at Texas Instruments in Singapore in 1969.

Our executive officers are appointed by, and serve at the discretion of, our Board. All directors hold office until our next annual general
meeting of shareholders and until their successors have been duly elected or qualified. There are no family relationships between any of our directors or executive officers.



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CORPORATE GOVERNANCE

General

Our Board is currently comprised of 12 members. Directors are
elected at each annual general meeting of shareholders and hold office until their successors are duly elected and qualified at the next annual general meeting of shareholders. On December 2, 2009, Mr. Dick M. Chang, Chairman of the
Board, announced that he would resign from the Board, effective March 4, 2010. Mr. James V. Diller was appointed to serve as Chairman of the Board upon the effective date of Mr. Changs resignation. The Board has determined
that upon the effective date of Mr. Changs resignation, the number of directors constituting the full Board shall be 11. Pursuant to the Singapore Companies Act, Cap. 50 and our Articles of Association, our Board must have at least one
director who is ordinarily resident in Singapore and may consist of no more than 13 directors, as determined from time to time by the Board.

Shareholder Agreement

In connection with our initial public offering (IPO), which we
completed on August 11, 2009, we entered into a Second Amended and Restated Shareholder Agreement (the Shareholder Agreement), dated as of August 11, 2009, with investment funds affiliated with Kohlberg Kravis
Roberts & Co. (KKR), and investment funds affiliated with Silver Lake Partners (Silver Lake, and together with KKR, the Sponsors), or their respective affiliates, and Seletar
Investments Pte Ltd (Seletar), Geyser Investment Pte. Ltd. (Geyser) and certain other persons, (collectively referred to as the Equity Investors). The Shareholder Agreement was originally
entered into in connection with the SPG Acquisition. As of January 4, 2010, the Equity Investors together owned approximately 77.6% of our outstanding shares.

Under the terms of the Shareholder Agreement, our Board must consist of 11 members, unless otherwise agreed upon by the Sponsors. KKR and Silver Lake each currently have the right to designate three of
the members of our Board. In addition, Seletar currently has the right to designate one member of the Board (who must qualify as our Singapore resident director), one member must be our Chief Executive Officer and the remaining three members must be
mutually agreed upon by KKR and Silver Lake. Pursuant to the Shareholder Agreement, KKR has designated Messrs. Clammer, Greene and Kerko to serve as members of our Board; Silver Lake has designated Messrs. Davidson, Hao and Joyce to serve as members
of our Board; Seletar has designated Mr. Bock Seng Tan to serve as a member of our Board and the Sponsors previously approved a Board size of 12 members and the appointment of Messrs. Diller and Macleod and Ms. Lien to the Board.

Each of KKR and Silver Lake also has the right to designate one member to each committee of the Board for as long as they
have the right to designate one or more director nominees to the Board and subject to compliance with federal securities laws and the requirements of the Nasdaq Stock Market. The terms of the Shareholder Agreement further require the Equity
Investors to vote their ordinary shares in a manner that gives effect to the provisions of the agreement, at any annual or special meeting of shareholders. See Certain Relationships and Related Party TransactionsSecond Amended and
Restated Shareholder Agreement on page 40 for more information regarding this agreement.



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Board Committees

Our Board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Treasury Strategy Committee. The table below provides the current membership for each of
the committees and the number of meetings held by each committee during the fiscal year ended November 1, 2009 (Fiscal Year 2009).



|                                       |  |                |  |                       |  |                                           |  |                          
|-------------------------------------- |  | -------------- |  | --------------------- |  | ----------------------------------------- |  | -------------------------
|Director                               |  | AuditCommittee |  | CompensationCommittee |  | NominatingandCorporateGovernanceCommittee |  | TreasuryStrategyCommittee
|Adam H. Clammer                        |  |                |  |                       |  | X                                         |  | X                        
|                                       |  |                |  |                      
|James A. Davidson                      |  |                |  | X                     |  |                                           |  |                          
|                                       |  |                |  |                      
|James V. Diller(I)                     |  | X              |  |                       |  | X                                         |  |                          
|                                       |  |                |  |                      
|James H. Greene Jr.                    |  |                |  | X                     |  |                                           |  |                          
|                                       |  |                |  |                      
|Kenneth Y. Hao                         |  |                |  |                       |  | X                                         |  | X                        
|                                       |  |                |  |                      
|Donald Macleod(I)                      |  | X              |  | X                     |  |                                           |  |                          
|                                       |  |                |  |                      
|Justine F. Lien(I)                     |  | X(C)           |  |                       |  |                                           |  |                          
|                                       |  |                |  |                      
|Number of meetings in Fiscal Year 2009 |  | 6              |  | 6                     |  | (*)                                      |  | 0                        

| | 
| | 

| | (I) | Indicates an independent director.
| | --- | ----------------------------------

| | (C) | Indicates the Chairperson of the committee.
| | --- | -------------------------------------------

| | (*) | The Nominating and Corporate Governance Committee was established in December 2009, subsequent to the end of Fiscal Year 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------

Pursuant to the Shareholder Agreement, for as long as KKR or Silver Lake owns at least 5% of our outstanding ordinary shares, investment
funds affiliated with KKR or Silver Lake, as applicable, shall have the right to designate a director to serve on any committee, subject to compliance with federal securities laws and the requirements of the Nasdaq Stock Market. Please see
Certain Relationships and Related Party TransactionsSecond Amended and Restated Shareholder Agreement on page 40 for more information regarding this agreement.

The functions performed by these committees, which are set forth in more detail in their respective charters, are summarized below. The
charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are available in the InvestorsGovernance section of our website
(http://phx.corporate-ir.net/phoenix.zhtml?c=203541&p=irol-govHighlights). Shareholders may also request a copy in print from: Investor Relations, c/o Avago Technologies U.S. Inc., 350 West Trimble Road, Building 90, San Jose, CA 95131,
U.S.A.

Audit Committee

The Audit Committee is currently comprised of Ms. Lien and Messrs. Diller and Macleod. The Audit Committee is responsible for assisting our Board with its oversight responsibilities regarding the
following:



| |  |  | the quality and integrity of our financial statements and internal controls;
| | - |  | ----------------------------------------------------------------------------



| |  |  | the appointment, compensation, retention, qualifications and independence of our independent registered public accounting firm;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the performance of our internal audit function and independent registered public accounting firm;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | our compliance with legal and regulatory requirements; and
| | - |  | ----------------------------------------------------------



| |  |  | related party transactions.
| | - |  | ---------------------------



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The members of our Audit Committee meet the requirements for financial literacy under the
applicable rules and regulations of the Securities and Exchange Commission (SEC) and the Nasdaq Stock Market. Our Board has determined that Mr. Macleod is an audit committee financial expert as defined under the applicable
rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the Nasdaq Stock Market. Messrs. Diller and Macleod and Ms. Lien are independent directors as defined under the applicable
rules and regulations of the SEC and the Nasdaq Stock Market. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Stock Market.

Compensation Committee

The Compensation Committee is currently comprised of Messrs. Davidson, Greene and Macleod. The Compensation Committee is responsible for determining our executives base compensation and incentive
compensation, including designing (in consultation with management or the Board) and recommending to the Board for approval and evaluating, our compensation plans, policies and programs, administering our stock option and other equity based plans
and approving the terms of equity-based grants pursuant to those plans. The Compensation Committee has the full authority to determine and approve the compensation of our chief executive officer in light of relevant corporate performance goals and
objectives. We rely on the controlled company exemption from the requirement of having a fully independent Compensation Committee pursuant to the Nasdaq Stock Market rules. The Compensation Committee operates under a written charter that
satisfies the applicable standards of the SEC and the Nasdaq Stock Market.

Nominating and Corporate Governance
Committee

Our Nominating and Corporate Governance Committee was established in December 2009 and is currently
comprised of Messrs. Clammer, Diller and Hao. The Nominating and Corporate Governance Committee is responsible for identifying qualified candidates to become directors, recommending to the Board candidates for all directorships, overseeing the
annual evaluation of the Board and its committees and taking a leadership role in shaping the corporate governance of the Company. We rely on the controlled company exemption from the requirement of having a fully independent Nominating
and Corporate Governance Committee pursuant to the Nasdaq Stock Market rules. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Stock Market.

Treasury Strategy Committee

The Treasury Strategy Committee is currently comprised of Messrs. Clammer and Hao, Mr. Douglas R. Bettinger, our Senior Vice President and Chief Financial Officer and Mr. Desmond Lim, our
Vice President and Treasurer. The Treasury Strategy Committee is responsible for the oversight of treasury strategy and operations, reporting to our Board on an as-needed basis. The Treasury Strategy Committee meets on an ad hoc basis, as business
needs necessitate.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, our directors, executive officers and any persons holding more than ten percent of our
ordinary shares (Reporting Persons), are required to report, to the SEC and to the Nasdaq Stock Market, their initial ownership of our ordinary shares and other equity securities and any subsequent changes in that ownership, and
to furnish us with copies of all these reports they file. As a matter of practice, an administrative staff member assists our executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically
files these reports on their behalf.

Based solely on our review of the copies of such reports received by us or written
representations from certain Reporting Persons that no Forms 3, 4 or 5 were required, we believe that during Fiscal Year 2009, all Reporting Persons complied with all applicable filing requirements.



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CODE OF ETHICS AND BUSINESS CONDUCT

Our Board has adopted a Code of Ethics and Business Conduct that is applicable to all members of the Board, executive officers and
employees, including our chief executive officer, chief financial officer and principal accounting officer. The Code of Ethics and Business Conduct is available in the InvestorsGovernance section of our website
(http://phx.corporate-ir.net/phoenix.zhtml?c=203541&p=irol-govHighlights) under Code of Ethics and Business Conduct. Shareholders may also request a copy in print from: Investor Relations, c/o Avago Technologies U.S. Inc., 350
West Trimble Road, Building 90, San Jose, CA 95131, U.S.A.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

DIRECTOR COMPENSATION

Under the laws of Singapore, our shareholders must approve all cash compensation paid
to our non-employee directors. We do not compensate our management directors for their service on the Board or any committee of the Board. We compensate our non-management directors (which are those directors not employed by us or any subsidiary)
and independent non-management directors (directors not associated with any Equity Investor and otherwise considered independent) as follows:



|                                                                        |  |                         |        |                                    |   |       
|----------------------------------------------------------------------- |  | ----------------------- | ------ | ---------------------------------- | - | ------
|                                                                        |  | Annual Fee             
|                                                                        |  | Non-ManagementDirectors |        | IndependentNon-ManagementDirectors
|Board membership (other than Chairman of the Board)                     |  | $                       | 50,000 |                                    | $ | 50,000
|Chairman of the Board                                                   |  | $                       | 75,000 |                                    | $ | 75,000
|Committee membership (other than Chairperson of the Audit Committee)(1) |  |                         |       |                                    | $ | 10,000
|Chairperson of the Audit Committee                                      |  |                         |       |                                    | $ | 25,000



|(1) | In June 2009, the Board revised director compensation to pay independent non-management directors $10,000 per year for each committee of which they were a member. Prior
to that time, independent non-management directors received $10,000 per year in the aggregate for all committee memberships.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-management directors also receive a grant of options to purchase 50,000 ordinary shares upon election to the Board. The exercise price per share of director options is equal to the fair market value
of an ordinary share on the grant date, and director options expire five years from the date of grant, or earlier if the optionee ceases to be a director. Generally, director options become vested and exercisable with respect to 20% of the shares
subject to the options nine months following the date the director commences service on the Board and on each anniversary of that date so that the options are completely vested and exercisable four years and nine months following the date the
director commences service on the Board subject to continued service on the Board through each vesting date. However, options granted to our directors in April 2006 vest at a rate of 20% on each anniversary of December 1, 2005. Prior to
our IPO, option grants were made to our directors under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the Senior Management Plan). Following our IPO,
any option grants to our directors will be made under the 2009 Equity Incentive Award Plan (the 2009 Plan). Directors are also reimbursed for travel and other out-of-pocket expenses related to their attendance at Board and
committee meetings.



8



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##### Table of Contents

The following table sets forth information regarding compensation earned by our non-employee
directors during Fiscal Year 2009.



|                     |  |                                  |        |                        |   |              |  |   |          
|-------------------- |  | -------------------------------- | ------ | ---------------------- | - | ------------ |  | - | ---------
|Name (a)             |  | Fees Earned orPaid in
Cash($)(b) |        | OptionAwards ($)(1)(d) |   | Total ($)(h)
|Dick M. Chang        |  | $                                | 75,000 |                        | $ | 954,616      |  | $ | 1,029,616
|Adam H. Clammer      |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   
|James A. Davidson    |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   
|James V. Diller      |  | $                                | 60,000 |                        |   |             |  | $ | 60,000   
|James H. Greene, Jr. |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   
|Kenneth Y. Hao       |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   
|John R. Joyce        |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   
|David Kerko          |  | $                                | 50,000 |                        | $ | 49,818       |  | $ | 99,818   
|Justine F. Lien      |  | $                                | 67,500 |                        | $ | 47,621       |  | $ | 115,121  
|Donald Macleod       |  | $                                | 65,000 |                        | $ | 45,324       |  | $ | 110,324  
|Bock Seng Tan        |  | $                                | 50,000 |                        |   |             |  | $ | 50,000   



|(1) | No stock options or other equity awards were granted to non-employee directors in Fiscal Year 2009. The amounts shown represent expense recognized by us in Fiscal Year
2009 related to options granted in prior fiscal years, determined in accordance with the provisions of Accounting Standards Codification 718 Compensation  Stock Compensation. Please see Note 10 to our Consolidated Financial Statements included
in our Original Annual Report for the valuation assumptions used in determining such amounts. Additional information regarding the stock options held by each non-employee director is set forth in the table below:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |            |  |                                      |  |                            |  |                                                                               
|----------------------- |  | ---------- |  | ------------------------------------ |  | -------------------------- |  | ------------------------------------------------------------------------------
|Name                    |  | Grant Date |  | Number ofSecuritiesUnderlyingOptions |  | ExercisePrice perShare ($) |  | Aggregate Number ofSecurities UnderlyingOptions Outstanding onNovember 1, 2009
|Dick M. Chang(a)        |  | 1/31/2007  |  | 266,666                              |  | 1.25                       |  |                                                                               
|                        |  |            |  |                                     
|                        |  | 1/31/2007  |  | 216,666                              |  | 5.00                       |  |                                                                               
|                        |  |            |  |                                     
|                        |  | 1/31/2007  |  | 550,000                              |  | 5.00                       |  |                                                                               
|                        |  |            |  |                                     
|                        |  |            |  |                                      |  |                            |  | 1,033,332                                                                     
|                        |  |            |  |                                     
|Adam H. Clammer(b)      |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|James A. Davidson(b)    |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|James V. Diller(b)      |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|James H. Greene, Jr.(b) |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|Kenneth Y. Hao(b)       |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|John R. Joyce(b)        |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 50,000                                                                        
|                        |  |            |  |                                     
|David Kerko(c)          |  | 7/31/2008  |  | 50,000                               |  | 10.68                      |  | 50,000                                                                        
|                        |  |            |  |                                     
|Justine F. Lien(c)      |  | 7/31/2008  |  | 50,000                               |  | 10.68                      |  | 50,000                                                                        
|                        |  |            |  |                                     
|Donald Macleod(c)       |  | 2/22/2008  |  | 50,000                               |  | 10.22                      |  | 50,000                                                                        
|                        |  |            |  |                                     
|Bock Seng Tan(b)        |  | 4/14/2006  |  | 50,000                               |  | 5.00                       |  | 20,000                                                                        

| | 
| | 

| | (a) | Options to purchase 483,332 ordinary shares vested on January 31, 2007; options to purchase 550,000 ordinary shares, all of which have an exercise
price of $5.00 per share, vest 25% annually over four years from January 31, 2007. The vested options automatically exercise upon the earliest of the
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | termination of Mr. Changs service on the Board, a change in control or the fifth anniversary of the date of grant.
| | -------------------------------------------------------------------------------------------------------------------

| | (b) | Each of the options granted vests with respect to 20% of the shares subject thereto on each anniversary of December 1, 2005. These options expire in April 2011.
Mr. Tan exercised options to purchase 30,000 ordinary shares on August 5, 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Each of the options granted vests with respect to 20% of the shares subject thereto on each anniversary of November 20, 2007 for Mr. Macleod, March 17,
2008 for Mr. Kerko and June 3, 2008 for Ms. Lien. These options expire five years after the date of grant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Compensation Committee reviews and approves compensation for all our executives.

We have in place a compensation strategy for our executives which focuses on both individual and Company performance. Compensation of our
executives is structured around the achievement of near-term corporate targets (fiscal year metrics) as well as long-term business objectives and strategies. The Compensation Committee is responsible for evaluating and administering all of our
compensation programs and practices to ensure that they properly compensate and reward, and that they appropriately drive, corporate performance while remaining competitive with comparable semiconductor companies competing in the same or similar
markets. The Compensation Committee reviews and approves all compensation policies, including executive base salaries, bonuses and equity incentive compensation.

Our named executive officers (NEOs) for Fiscal Year 2009 were Hock E. Tan, President and Chief Executive Officer, Douglas R. Bettinger, Senior Vice President and Chief Financial
Officer, Bryan T. Ingram, Senior Vice President and General Manager, Wireless Semiconductor Division, Boon Chye Ooi, Senior Vice President, Global Operations, Patricia H. McCall, Vice President and General Counsel, Bian-Ee Tan, former Chief
Operating Officer and Fariba Danesh, former Senior Vice President and General Manager, Fiber Optics Product Division. Effective December 31, 2008, Mr. Bian-Ee Tan resigned from our Company for personal reasons. Effective September 18,
2009, Ms. Danesh resigned from our Company for personal reasons. Mr. Ooi joined our Company on January 15, 2009 as Senior Vice President, Global Operations.

Objectives and Philosophy of Our Executive Compensation Program

Our Compensation Committee has adopted a compensation philosophy which is intended to keep total cash compensation (base salary plus cash incentive reward) of our executives competitive with compensation at companies within our peer group,
with total cash compensation (including incentive cash compensation) at the 75thpercentile generally viewed as the upper end of the desired compensation for our executives. The Compensation Committee believes that setting cash compensation within this percentile of the market
provides us a competitive position for attracting and retaining executives; provided, however, that our Compensation Committee will make exceptions to this philosophy when it determines it is necessary to attract or retain an executive with the
experience and skills the Compensation Committee determines is desirable for a particular position, to provide additional incentive to an executive to achieve the Companys goals or to maintain internal parity among executives with similar
levels of responsibilities. When reviewing and setting compensation against market practices, the Compensation Committee uses industry based market compensation survey data, to which we refer in this Form 10-K/A as Market Salary
Surveys, from the following data sources:



| |  |  | Radford Executive Survey (U.S.);
| | - |  | --------------------------------



| |  |  | Radford Benchmark Survey (U.S.);
| | - |  | --------------------------------



| |  |  | Radford International Survey; and
| | - |  | ---------------------------------



| |  |  | Mercer High Tech Salary Survey (Asia).
| | - |  | --------------------------------------



10



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The companies the Compensation Committee used as a benchmark for reviewing and setting
executive compensation, to which we refer in this Form 10-K/A as our Peer Group Companies, and those that participate in the Market Salary Surveys, are:



| |  |  | Altera Corporation;
| | - |  | -------------------



| |  |  | Atmel Corporation;
| | - |  | ------------------



| |  |  | Cypress Semiconductor Corporation;
| | - |  | ----------------------------------



| |  |  | Fairchild Semiconductor, Inc.;
| | - |  | ------------------------------



| |  |  | International Rectifier Corporation;
| | - |  | ------------------------------------



| |  |  | Intersil Corporation;
| | - |  | ---------------------



| |  |  | LSI Logic Corporation;
| | - |  | ----------------------



| |  |  | Marvell Semiconductor, Inc.;
| | - |  | ----------------------------



| |  |  | Maxim Integrated Products Inc.;
| | - |  | -------------------------------



| |  |  | Microchip Technology Inc.;
| | - |  | --------------------------



| |  |  | National Semiconductor Corporation;
| | - |  | -----------------------------------



| |  |  | ON Semiconductor Corporation;
| | - |  | -----------------------------



| |  |  | Qimonda North America;
| | - |  | ----------------------



| |  |  | Sharp Microelectronics of the Americas;
| | - |  | ---------------------------------------



| |  |  | Spansion Inc.;
| | - |  | --------------



| |  |  | STMicroelectronics; and
| | - |  | -----------------------



| |  |  | Xilinx Inc.
| | - |  | -----------

In December 2009, our Compensation Committee, through management, retained Compensia, Inc. (Compensia) to act as compensation consultant and advise on the compensation of our executive officers for Fiscal Year 2010.
Compensia does not provide any other services to us. In December 2009, our Compensation Committee revised our Peer Group Companies for the purposes of setting 2010 compensation for our executives using industry-based market surveys (the
2009 Market Salary Surveys) prepared by Compensia to include the following:



| |  |  | Altera Corporation;
| | - |  | -------------------



| |  |  | Atmel Corporation;
| | - |  | ------------------



| |  |  | Cypress Semiconductor Corporation;
| | - |  | ----------------------------------



| |  |  | Fairchild Semiconductor, Inc.;
| | - |  | ------------------------------



| |  |  | Finisar Corporation;
| | - |  | --------------------



| |  |  | Intersil Corporation;
| | - |  | ---------------------



| |  |  | Linear Technology Corporation;
| | - |  | ------------------------------



| |  |  | LSI Logic Corporation;
| | - |  | ----------------------



| |  |  | Marvell Semiconductor, Inc.;
| | - |  | ----------------------------



| |  |  | Maxim Integrated Products Inc.;
| | - |  | -------------------------------



| |  |  | Microchip Technology Inc.;
| | - |  | --------------------------



| |  |  | National Semiconductor Corporation;
| | - |  | -----------------------------------



11



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| |  |  | ON Semiconductor Corporation; and
| | - |  | ---------------------------------



| |  |  | Xilinx Inc.
| | - |  | -----------

Allocation of equity to executives in the form of the opportunity to purchase ordinary shares is not currently based strictly on the practice at Peer Group Companies. At the time of the SPG Acquisition, we granted significant equity awards
to executives in order to attract and retain them. We have from time to time made additional grants of options to our executive officers, typically in connection with their commencement of employment with us, in connection with a promotion or in
connection with the assignment of increased responsibilities. When allocating equity, the Compensation Committee looks at each executives level of experience and expertise and overall value to our Company. Equity is a long term retention plan
for key executives and is intended to reflect the value we place on their contribution to our Company. The Compensation Committee approves all equity grants made to executives.

Our compensation program for executives is designed to achieve the following:



| |  |  | attract and retain qualified, experienced and talented executives, understanding competitive pressures from our Peer Group Companies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | motivate and reward executives whose skills, knowledge and performance are critical to the on-going success of our Company;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | encourage executives to focus on the achievement of corporate and financial performance goals and metrics by aligning the incentive reward program to
the achievement of both functional/divisional goals and corporate goals; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | aligning the interests of our executives with those of our shareholders. A significant portion of total compensation paid to our executives is in the
form of equity. As such, this serves both as a long term retention strategy and aims to align the interests of our executives with shareholders by tying a significant portion of each executives compensation to returns realizable by our
shareholders.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Components of Our Executive Compensation Program

The components of our executive compensation program are:



| |  |  | annual base salary;
| | - |  | -------------------



| |  |  | annual (fiscal year) cash incentive program;
| | - |  | --------------------------------------------



| |  |  | equity incentive (opportunities to purchase ordinary shares); and
| | - |  | -----------------------------------------------------------------



| |  |  | perquisites.
| | - |  | ------------

Annual
Cash Compensation

Base Salary

Our Compensation Committee believes that a competitive base salary is a necessary element of any compensation program designed to attract, engage and retain key executives. Base salaries provide fixed,
baseline compensation and are set at levels which are intended to be within a competitive range with similar positions at our Peer Group Companies. The base salaries of all our executives are reviewed annually by the Compensation Committee against
positions of similar size and scope in our Peer Group Companies. Annual adjustments to an executives base salary take into account:



| | (i) | individual performance throughout the prior fiscal year (based on the achievement of divisional goals used in the annual cash incentive bonus plan, fiscal
responsibility and senior leadership ability);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the actual pay rate of our executives divided by market pay rates from the Market Salary Surveys (the compa-ratio);
| | ---- | ---------------------------------------------------------------------------------------------------------------------



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| | (iii) | our ability to pay salary increases; and
| | ----- | ----------------------------------------



| | (iv) | internal parity, where applicable.
| | ---- | ----------------------------------

Our Compensation Committee reviews and considers many factors in determining individual performance for the purposes of adjusting base salaries including such measures as unit or division performance against budget, achievement of unit or
division sales goals, new product introductions and corporate strategy implementation. The process for internal parity involves comparing executives in peer roles to ensure that base salaries are comparable based on function, scope and
responsibilities of the role and taking into account the executives experience, technical knowledge and expertise.

Taking into consideration business performance and the state of the broader economic environment at the time, the Compensation Committee decided that no merit increases would be awarded for Fiscal Year 2009. As such, no adjustments were
made to the base salaries of our NEOs during Fiscal Year 2009, except in the case of Ms. McCall, who received a market-based 7% base salary increase which took effect on February 1, 2009. In making this decision the Compensation
Committee took into consideration that Ms. McCalls base salary prior to the increase was at the 40th percentile of similar positions in our Peer Group Companies.

In connection with the commencement of Mr. Oois employment in January 2009, our Compensation Committee set Mr. Oois
base salary at $450,000 following its review of base salaries paid to similarly situated executives at our Peer Group Companies and arms length negotiations.

In December 2009, the Compensation Committee undertook a market review of executive compensation, using the 2009 Market Salary Surveys prepared by Compensia, acting as an external consultant to
management. Based on individual performance throughout Fiscal Year 2009, Market Salary Surveys and the 2009 Market Salary Surveys, the Compensation Committee approved the following market-based base salary increases:



|                     |  |                     |   |  |                                            |        
|-------------------- |  | ------------------- | - |  | ------------------------------------------ | -------
|Name                 |  | PercentageIncreases |   |  | Base Salary(USD) EffectiveFebruary 1, 2010
|Hock E. Tan          |  | 12.0                | % |  | $                                          | 700,000
|Douglas R. Bettinger |  | 10.0                | % |  | $                                          | 385,000
|Bryan T. Ingram      |  | 15.1                | % |  | $                                          | 385,000
|Patricia H. McCall   |  | 10.7                | % |  | $                                          | 340,000

Mr. Ooi did not receive a market-based base salary increase
since he currently receives a base salary that is at the 78thpercentile for similar positions at our Peer Group Companies, which is above the 75thpercentile the Compensation Committee generally views as the upper end of desired compensation for our senior executives.

Our Chief Executive Officer may recommend increasing the base salary of an executive at any time throughout the course of the year if a change in the scope of the executives role and
responsibilities warrants an increase. In limited circumstances, our Chief Executive Officer may propose that an executives base salary be adjusted in response to a competitive threat or competitive labor market practice. The Compensation
Committee approves any salary adjustments that are made during the fiscal year for executive officers.

Annual Cash
Incentive Program

We have in place a performance based annual cash incentive bonus plan for all of our executive
management. The plan is reviewed and approved on a year-to-year basis by our Compensation Committee. Company goals and business metrics are also reviewed and approved by the Compensation Committee prior to allocation. Our performance based annual
cash incentive plan is designed to encourage and motivate the Chief Executive Officer to achieve corporate level goals and other executives to achieve both corporate level and functional/divisional level goals, thereby positively contributing to the
growth and performance of the Company. In Fiscal Year 2009, the plan was structured to include a target bonus amount expressed as a percentage of base salary which could be achieved



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by meeting corporate and divisional goals and could be increased or decreased based on individual performance. The formula used to calculate an executives performance based bonus is as
follows:

Bonus Amount = Target Bonus Amount x Group Performance Factor x Individual Performance Factor x Annual Base Salary

Target Bonus Amounts

Each of our executive officers participates in our performance based annual cash incentive bonus plan. Rates at which our executive officers participate in the performance based annual cash incentive
bonus plan are expressed as a percent of base salary. Employees at the level of Vice President and below participate at rates set by a formula adopted by the Compensation Committee based on Market Salary Survey data for our Peer Group Companies, the
levels and rates of participation used by Agilent prior to the SPG Acquisition and the Compensation Committees experience with similar programs. Our Compensation Committee did not follow a formula or otherwise weigh any of these factors, but
rather used the factors as general background information prior to determining the participation rates of our NEOs. For executives at the level of Senior Vice President and above, the Compensation Committee sets the rate of participation based on
its assessment of the executives experience, ability to influence corporate results and the competitive market data from the Market Salary Surveys for our Peer Group Companies. In particular, the Compensation Committee set the participation
rates based on each executives experience in her or his role with our Company, the level of responsibility held by each executive, which the Compensation Committee believes directly correlates to her or his ability to influence corporate
results, and the target bonuses utilized by our Peer Group Companies for senior executive officers. Each NEOs target bonus amount can be calculated by multiplying his or her participation rate times his or her base salary and is included in
the table set forth in the section below entitled Annual Cash Incentive ProgramSummary Bonus Table.

Group Performance

Group performance for each executive, other than our Chief Executive Officer, consists of
corporate performance and division/function performance, with each component equally weighted at 50%. Our Chief Executive Officers group performance is measured solely using corporate performance since our Chief Executive Officer has overall
responsibility for our Company. A component of performance must be achieved at 50% before it is taken into account in calculating an executives bonus amount and cannot exceed 150% of the target for such component, except for Direct Expenses,
which cannot exceed 120% of the target for such component.

The Compensation Committee determines corporate performance based
on our achievement of corporate goals. The corporate goals for Fiscal Year 2009 were revenue growth as compared to the fiscal year ended November 2, 2008 (Fiscal Year 2008) and non-GAAP operating income, and each carried an
equal weighting of 50% of group performance. The target for revenue growth for Fiscal Year 2009 was 6.7% as compared to Fiscal Year 2008 and the target for non-GAAP operating income was $309 million. In December 2009, the Compensation Committee
determined that our Fiscal Year 2009 achievement of revenue growth was (12.6%). Given this represented an actual decline in revenue as compared to Fiscal Year 2008, attainment of this goal was at 0% of target. Preliminary non-GAAP operating income,
used by the Compensation Committee to determine whether the target had been met, was $232.7 million, which corresponds to 55.6% of target. The weighted attainment for both corporate goals for Fiscal Year 2009 was 27.8%, which is calculated by
dividing the sum of 0% revenue growth attainment and 55.6% non-GAAP operating income attainment by 2.

Actual Non-GAAP
operating income for Fiscal Year 2009 was $231 million. Attainment levels were not subsequently adjusted as the actual non-GAAP operating income amount was not available until after bonuses had been approved and because the difference between the
preliminary and actual amount was immaterial. Non-GAAP operating income of $231 million is calculated from our consolidated audited financial statements in our Original Annual Report by adding $79 million related to the amortization of
acquisition-related intangibles



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($58 million reported as amortization of intangible assets as part of cost of products sold and $21 million reported in amortization of intangible assets as part of operating expenses), $12
million related to share-based compensation expense, $34 million related to restructuring charges ($11 million related to cost of products sold and $23 million related to operating expenses), $54 million related to the termination of our advisory
agreement with Kohlberg Kravis Roberts & Co. L.P. and Silver Lake Management Company, L.L.C., entered into in December 2005 (the Advisory Agreement), and $4 million related to selling shareholder expenses associated with
our IPO to the $48 million reported as income from operations for Fiscal Year 2009.

The Compensation Committee determines an
executives division/functional performance based on the achievement of goals by the division which the executive oversees. The Compensation Committee sets divisional/functional goals and their weightings based on its assessment of the business
requirements of the particular division/function to which the goals relate and the relative importance of the goals to the division/function. Each of the divisional goals, and its respective weighting, for our NEOs is described in the table set
forth in the section below entitled Annual Cash Incentive ProgramSummary Bonus Table. Each divisional goal is set by the Compensation Committee to be difficult to attain and to require substantial effort on behalf of the division
and the executive in charge of the division. Divisional/functional goals are not expected to be attained based on average or below average performance. In December 2009, the Compensation Committee determined that divisional/functional goals had been
achieved at the levels set forth in the section below entitled Annual Cash Incentive ProgramSummary Bonus Table.

Individual Performance

Individual performance is applied as a multiplier to the bonus amount calculated based
on group performance. Individual performance is determined by the Compensation Committee with input from the Chief Executive Officer for each executive other than the Chief Executive Officer. In determining individual performance the Compensation
Committee considers the requirements of the executives position including the achievement of the divisional goals set forth in the section below entitled Annual Cash Incentive ProgramSummary Bonus Table, fiscal responsibility
as determined by the Compensation Committee with input from the Chief Executive Officer, other than with respect to himself, such executives senior leadership capability and how each of these factors impacts the overall performance of the
executives division and/or function. Executives who consistently meet or exceed the requirements of the position, as determined by the Compensation Committee, will receive a bonus multiplier of 150% of the bonus amount calculated using group
performance. Executives who meet, and sometimes exceed, the key requirements of their position, as determined by the Compensation Committee, receive the bonus amount calculated at 100% using group performance. Executives who meet some, but not all,
of the requirements of the position or for whom the Compensation Committee believes that improvement is needed will receive a bonus that is 50% of the bonus amount calculated using group performance. The Compensation Committee may adjust our Chief
Executive Officers individual performance factor upwards or downwards in its sole discretion based on any additional criteria it determines appropriate.

For Fiscal Year 2009, the Compensation Committee determined that each of our NEOs, other than Mr. Bettinger and Mr. Ingram, met the key requirements of his or her position so that each NEO,
other than Mr. Bettinger and Mr. Ingram, received an individual performance factor of 100%. The Compensation Committee has determined that both Mr. Bettinger and Mr. Ingram exceeded each of the requirements of their positions
based on the overall performance of their respective division and function, the overachievement of the divisional and functional goals set forth in the section below entitled Annual Cash Incentive ProgramSummary Bonus Table, their
overall leadership capability, including, with respect to Mr. Bettinger, leadership during our IPO, and the Compensation Committees assessment of their ongoing value to us so that their individual performance factor was each set at 150%.

Discretionary Bonuses

Each year, our Compensation Committee may supplement the performance based cash incentive plan awards earned by our NEOs with discretionary bonuses which are awarded based on our Chief Executive



15



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Officers recommendations, other than with respect to himself, and the Compensation Committees assessment of individual contributions.

In 2009, Mr. Ingram was paid a discretionary bonus of $15,750 in lieu of a mortgage subsidy to which he was entitled under an Agilent
bonus program. The amount of Mr. Ingrams mortgage subsidy substitute for Fiscal Year 2009 was determined based on the mortgage subsidy Mr. Ingram would have been entitled to had he remained employed by Agilent. Agilents
obligation with respect to Mr. Ingrams mortgage subsidy would have run through July 31, 2010, with decreasing amounts becoming payable each year. We are under no obligation to make the payment to Mr. Ingram and may increase or
decrease it at any time, at our discretion.

In December 2009, our Compensation Committee awarded Mr. Hock E. Tan a
discretionary bonus of $1 million based on his extraordinary leadership of our Company during Fiscal Year 2009, including the pivotal role Mr. Tan played in our IPO. Also in December 2009, our Compensation Committee awarded Mr. Ingram a
discretionary bonus of $150,000 based on the performance during Fiscal Year 2009 of the Wireless Semiconductor Division, which is overseen by Mr. Ingram.

Summary Bonus Table

With respect to each NEO, divisional/functional and
corporate goals were set and achieved, and bonuses were paid, as follows:



|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  |                 |         |       
|-------------------------------------------------------------------------- |  | --------------------------------------------- |  | ------------------------------------------------------------------ |  | ----------------------------------------- |  | --------------- |  | --------------- | ------- | ------
|Name                                                                       |  | ParticipationRate as aPercentageof BaseSalary |  | Bonus Metric                                                       |  | 2009Weightingas aPercentageof BonusTarget |  | 2009Achievement |  | 2009Payout(US$) |        
|Hock E. Tan                                                                |  | 120%                                          |  | Corporate Performance                                              |  | 100%                                      |  | 28%             |  |                 |         |       
|President and Chief Executive Officer                                      |  |                                               |  | Total Performance-Based Bonus                                      |  | 100%                                      |  | 28%             |  |                 |         |       
|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  | $               | 208,503 | (1)   
|                                                                           |  |                                               |  |                                                                    | 
|Douglas R. Bettinger                                                       |  | 75%                                           |  | Direct Expenses                                                    |  | 20%                                       |  | 120%            |  |                 |         |       
|Senior Vice President and Chief Financial Officer                          |  |                                               |  | Service Level Agreements                                           |  | 20%                                       |  | 100%            |  |                 |         |       
|                                                                           |  |                                               |  | Asset Management                                                   |  | 10%                                       |  | 143%            |  |                 |         |       
|                                                                           |  |                                               |  | Corporate Performance                                              |  | 50%                                       |  | 28%             |  |                 |         |       
|                                                                           |  |                                               |  | Total Performance-Based Bonus                                      |  | 100%                                      |  | 72.2%           |  |                 |         |       
|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  | $               | 284,288 | (2)   
|                                                                           |  |                                               |  |                                                                    | 
|Bryan T. Ingram                                                            |  | 75%                                           |  | Design Wins                                                        |  | 25%                                       |  | 150%            |  |                 |         |       
|Senior Vice President and General Manager, Wireless Semiconductor Division |  |                                               |  | Contribution Profit                                                |  | 25%                                       |  | 150%            |  |                 |         |       
|                                                                           |  |                                               |  | Corporate Performance                                              |  | 50%                                       |  | 28%             |  |                 |         |       
|                                                                           |  |                                               |  | Total Performance-Based Bonus                                      |  | 100%                                      |  | 88.9%           |  |                 |         |       
|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  | $               | 334,650 | (2)(3)
|                                                                           |  |                                               |  |                                                                    | 
|Boon Chye Ooi                                                              |  | 75%                                           |  | Bill of Materials, Official Selling Price and Yield Cost Reduction |  | 30%                                       |  | 91%             |  |                 |         |       
|Senior Vice President, Global Operations                                   |  |                                               |  | Direct Expenses                                                    |  | 10%                                       |  | 120%            |  |                 |         |       
|                                                                           |  |                                               |  | Days of Inventory on Hand (DOH)                                    |  | 10%                                       |  | 51%             |  |                 |         |       
|                                                                           |  |                                               |  | Corporate Performance                                              |  | 50%                                       |  | 28%             |  |                 |         |       
|                                                                           |  |                                               |  | Total Performance-Based Bonus                                      |  | 100%                                      |  | 58.2%           |  |                 |         |       
|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  | $               | 151,589 |       
|                                                                           |  |                                               |  |                                                                    | 
|Patricia H. McCall                                                         |  | 40%                                           |  | Direct Expenses                                                    |  | 25%                                       |  | 119%            |  |                 |         |       
|Vice President, General Counsel                                            |  |                                               |  | Service Level Agreements                                           |  | 25%                                       |  | 100%            |  |                 |         |       
|                                                                           |  |                                               |  | Corporate Performance                                              |  | 50%                                       |  | 28%             |  |                 |         |       
|                                                                           |  |                                               |  | Total Performance-Based Bonus                                      |  | 100%                                      |  | 68.8%           |  |                 |         |       
|                                                                           |  |                                               |  |                                                                    |  |                                           |  |                 |  | $               | 84,485  |       



|(1) | The Compensation Committee approved an additional discretionary bonus of $1 million based on Mr. Tans performance in the capacity of Chief Executive Officer
during Fiscal Year 2009. Performance factors specifically taken into account included our overall performance in Fiscal Year 2009 as compared to our Peer Group Companies and the completion of our IPO on August 6, 2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Bonus paid reflects an individual performance factor of 150%.
|--- | -------------------------------------------------------------

|(3) | The Compensation Committee approved an additional discretionary bonus of $150,000 based on the performance of the Wireless Semi-conductor Division, overseen by
Mr. Ingram, during Fiscal Year 2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In December 2009, the Compensation Committee increased
Mr. Hock E. Tans participation rate in the annual cash incentive bonus plan from 120% to 150% effective in Fiscal Year 2010 based on its assessment of Market Salary Surveys, Mr. Hock E. Tans experience and overall
leadership and management of us and our subsidiaries.

In connection with a separation agreement entered into with
Ms. Danesh, and as the result of arms length negotiations, we agreed to pay Ms. Danesh $200,000 in lieu of any bonus that she could have earned pursuant to our annual cash incentive bonus plan through her resignation date of
September 18, 2009, as part of her separation payment.

Equity Incentive Compensation

Our Compensation Committee believes that long term, sustainable growth and performance will be best facilitated through a culture of
executive ownership that encourages long term investment and engagement by our executive management. The aim is also to align executive performance and behaviors to create a culture conducive to shareholder investment.

Our Compensation Committee approves options to purchase ordinary shares granted to executive officers. The size of initial (and any
subsequent) grants for executives takes into account past equity grants, the executives position (level), compensation and the value the executive brings to the Company based on their technical experience, expertise and leadership
capabilities. The philosophy behind option grants is to provide the executive with a strong incentive to build value in the Company over an extended period of time. While subsequent options may be proposed by our Chief Executive Officer and granted
by the Compensation Committee, we do not have a set annual option grant program for executives.

Options to purchase ordinary
shares that were granted to executives prior to our IPO are governed by the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the Executive Plan), which is administered by the
Compensation Committee. Generally, options granted under the Executive Plan vest in equal annual installments over five years based 50% upon the passage of time and 50% on our financial performance, as measured using non-GAAP operating income,
subject in each case to continued employment with Avago. The operating income target used for performance-vested options is income (loss) from operations calculated in accordance with GAAP, but adjusted to exclude amortization of acquisition-related
intangibles, share-based compensation, restructuring and asset impairment charges, acquired in-process research and development, (gain)/loss on extinguishment of debt, management and transaction fees payable to the Sponsors or their affiliates, and
(income) loss from and (gain) loss on discontinued operations and other items eligible for exclusion. The Compensation Committee determined that non-GAAP operating income provides a better overall measure of our financial performance among periods
than operating income calculated in accordance with GAAP would otherwise provide because the amounts not included in the non-GAAP operating income target are either non-recurring, in which case such amounts do not reflect the results of continuing
operations for which our Compensation Committee wants our executives to be accountable, or, if recurring, are not related to our operating performance or are amounts over which our Compensation Committee believes our executives do not have control.
For example, the Compensation Committee excludes share-based compensation from the operating income target because these expenses are not reflective of our operating performance, our share options typically do not require cash settlement by us and
the share-based compensation expenses are often the result of complex calculations using an option pricing model that estimates share-based awards fair value based on factors such as volatility and risk-free interest rates that are beyond the
control of our executives. The operating income targets have been set at levels our Compensation Committee has determined are challenging and will require substantial effort on the part of our executives and the Company in order to be attained. Our



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Compensation Committee does not believe that future operating income targets will be achieved if our executives perform at an average or below average level. Pursuant to their initial terms,
performance-vested options that do not become exercisable in a given year may be earned in future years, up to the fifth year following the date of grant, if performance in any future year exceeds the target for such year (Catch-up
Vesting). As discussed below, in connection with our IPO, outstanding performance-based options were amended to eliminate performance targets or to provide for subsequent time-based vesting of options that do not vest in a particular year
if performance targets are not met. Generally, the exercise price of options granted under the Executive Plan was equal to the fair market value of our ordinary shares on the date of grant as determined by our Compensation Committee or the Board.

The minimum non-GAAP operating income target for Fiscal Year 2009 for the vesting of our performance-vesting options was $256
million. In January 2010, our Compensation Committee determined none of our performance-vesting options vested based on Fiscal Year 2009 performance, since we did not achieve our performance-vesting target for Fiscal Year 2009 of non-GAAP operating
income of $231 million. Non-GAAP operating income can be calculated from our consolidated audited financial statements in our Original Annual Report by adding $79 million related to the amortization of acquisition-related intangibles ($58
million reported as amortization of intangible assets as part of cost of products sold and $21 million reported in amortization of intangible assets as part of operating expenses), $12 million related to share-based compensation expense, $34 million
related to restructuring charges ($11 million related to cost of products sold and $23 million related to operating expenses), $54 million Advisory Agreement termination fee and $4 million related to selling shareholder expenses associated with our
IPO to the $48 million reported as income from operations for Fiscal Year 2009. The performance-vesting options that failed to vest based upon performance in Fiscal Year 2009 are subject to Catch-up Vesting whereby such options will vest to the
extent we exceed our operating income targets in Fiscal Year 2010 and the executive remains employed through the vesting date. The operating income target for Fiscal Year 2010 is $392.1 million, with each increment of approximately $1.2 million in
operating income above such amount resulting in Catch-Up Vesting of 1% for the performance-vesting options initially scheduled to vest in Fiscal Year 2009. Operating income targets for Fiscal Years 2011 and 2012 are $500 million and
$650 million, respectively. Minimum operating income thresholds for Fiscal Years 2010, 2011 and 2012 are $272.7 million, $480 million and $620 million, respectively. Any performance-vesting options initially scheduled to vest based on our
Fiscal Year 2009 performance that do not subsequently vest based on Fiscal Year 2010 performance will vest on the second anniversary of the initially scheduled vesting date, based solely on continued service through such date.

In January 2009, in connection with the commencement of his employment with us, our Compensation Committee granted Mr. Ooi an option to
purchase 350,000 of our ordinary shares, with 175,000 of the shares subject to the option vesting at a rate of 20% per year subject to Mr. Oois continued employment through the vesting date and 175,000 of the shares subject to the
option vesting at a rate of 20% per year based on our financial performance as described above and Mr. Oois continued employment through the vesting date. The per share exercise price for Mr. Oois option is $8.12, which
our Compensation Committee determined equaled the per share fair market value of our ordinary shares on the date of grant.

In
March 2009, our Compensation Committee made a special broad-based option grant in order to provide incentive to our employees, including certain of our NEOs, in light of then current economic conditions, our Compensation Committees decision
generally not to provide merit-based salary increases for Fiscal Year 2009 and the delay of our IPO. The per share exercise price of the options was set at $10.00, which was higher than the fair market value of our ordinary shares, as determined by
our Board. Because of the higher exercise price and in light of the factors discussed above, our Compensation Committee established a vesting schedule of 20% per year based on each optionees continued employment through the vesting date,
and no portion of the special grant vests based upon the performance of our Company. The number of our ordinary shares subject to each option grant generally correlated with the level of responsibility of the employees within our Company. As part of
this broad-based grant, Mr. Hock E. Tan, Mr. Ingram, Ms. McCall and Ms. Danesh were granted options to purchase 300,000, 60,000, 50,000 and 50,000 of our ordinary shares, respectively. Mr. Bettinger and Mr. Ooi did



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not receive option grants in March 2009 since they had each received options in connection with the commencement of their employment with us in August 2008 and January 2009, respectively.

On July 20, 2009, the Compensation Committee approved the amendment of the performance-based options held by
Mr. Hock E. Tan, Mr. Bettinger, Mr. Ingram and Ms. Danesh to remove the operating income targets and extend the vesting period. The amended options will vest two years after the date such options could first have vested had
the performance targets for such options been achieved, provided that these individuals remain employed by us through the applicable vesting date. The Compensation Committee determined that the removal of performance targets was appropriate in light
of our current financial projections, which are lower than when the revised performance targets were set, and the uncertainty then present in the global economy. In making its determination, the Compensation Committee heavily weighted the importance
of providing these individuals significant incentives to continue with us for a substantial period following our IPO. In addition, the Compensation Committee amended all other outstanding performance-based options to provide that if performance
targets for a particular year were not met the options will vest two years after the date the options could first have vested had the performance targets for such options been achieved, subject to any earlier Catch-Up Vesting, provided that the
employee remains employed by us through the applicable vesting date.

The Compensation Committee granted options to purchase
our ordinary shares effective prior to the pricing of our IPO under our 2009 Plan to certain of our employees, including Mr. Hock E. Tan, Mr. Bettinger, Mr. Ingram, Ms. McCall and Ms. Danesh, who were granted options to
purchase 300,000, 50,000, 150,000, 50,000 and 50,000 ordinary shares, respectively. Mr. Ooi did not receive an option grant since he received options in connection with the commencement of employment with us in January 2009. In determining the
number of ordinary shares subject to the options granted to each NEO, the Compensation Committee considered the level of responsibility of the NEO, the length of service of the NEO, the delay of our IPO and the previous option grants made to the
NEO, while recognizing that these were a one-time special award in connection with our IPO. The options have an exercise price equal to the IPO price of $15.00 per share and expire ten years from August 5, 2009. The options granted to our NEOs
will vest in two equal installments on each of the third and fourth anniversaries of the date of grant, subject to the executives continued employment with us through the vesting date. The Compensation Committee set the vesting schedule in a
manner it believed would align our NEOs interests with the long-term interests of our shareholders. Ms. Danesh forfeited her option grant in connection with her termination of employment in September 2009.

Termination-Based Compensation

Separation compensation is determined by Company policy and any specific arrangements detailed in the executives employment agreement. Severance payments are typically comprised of a cash payment in lieu of salary, bonuses and/or
coverage of health benefits for a limited period of time and, in some cases, option vesting acceleration. In addition to employment agreement provisions, the vesting of options granted under the Executive Plan accelerate with respect to 10% of the
shares subject to the options if an executive is terminated in connection with the sale of his or her division. Our Compensation Committee must approve any exceptions to severance payments including any additional cash payments and any variance from
the Executive Plan regarding the treatment of options. Executives who are terminated from Avago are required to sign a general release of all claims against Avago to receive any severance benefits.

Each of our NEOs, other than Mr. Bian-Ee Tan, is, or was during Fiscal Year 2009, eligible for severance benefits under his or her
respective employment agreement with Avago. Mr. Ingrams severance benefits upon termination of employment other than in connection with a change of control expired on November 1, 2009, pursuant to the terms of his employment
agreement. The Compensation Committee provides termination benefits to our NEOs, other than Mr. Bian-Ee Tan, based on its review of severance practices at our Peer Group Companies and as the result of arms length negotiations at the time
our executives enter into employment with us, at the time they are requested to take on additional responsibilities or to achieve parity with other NEOs. The level of benefits varies from executive to executive based on the level of responsibility
of the executive and accommodations made through arms length negotiations.



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On September 23, 2009, we entered into a Separation Agreement with Ms. Danesh.
Pursuant to the Separation Agreement, we paid Ms. Danesh a separation payment of $567,271. In addition, we accelerated the vesting with respect to options to purchase 35,000 ordinary shares granted to Ms. Danesh in November 2007, as
provided in Ms. Daneshs employment agreement with us. The Separation Agreement also terminated Ms. Daneshs Management Shareholders Agreement, permitted her to sell 10,451 co-investment shares, permits her to sell the minimum
number of ordinary shares necessary to pay for the exercise price and withholding obligations associated with the exercise of her share options and requires her to hold all other shares owned or received upon exercise of her options until at least
February 2, 2010. The Separation Agreement included a full release of claims against us. Our obligations under the Separation Agreement are conditioned upon Ms. Danesh abiding by the non-solicitation provisions of the Separation Agreement
and her Employment Agreement for the twelve months period commencing September 18, 2009.

On April 7, 2009, we
entered into an Employment Separation Agreement with Mr. Bian-Ee Tan. Pursuant to the agreement, we paid Mr. Tan an aggregate separation payment of $1,229,421 in exchange for his general release of all claims against us and our affiliates
and his agreement to abide by the non-competition and non-solicitation provisions of his Employment Separation Agreement for the eighteen month period commencing on December 31, 2008. In connection with his termination of employment,
Mr. Tan exercised all of his vested options to purchase 1,080,000 ordinary shares for an aggregate purchase price of $5,400,000, in a cashless exercise pursuant to which 574,382 ordinary shares were issued to Mr. Tan and 505,618 ordinary
shares were withheld by us in satisfaction of the exercise price for such options. In addition, we exercised our call right to purchase ordinary shares held by Mr. Tan for $3,248,000, which represented the then fair market value of such shares,
as determined by our Board.

The table below sets forth the severance benefits payable to each NEO under his or her respective
employment agreement, offer letter or severance agreement, other than Mr. Bian-Ee Tan and Ms. Danesh, whose benefits are described in the preceding paragraphs, upon a termination of employment without cause, for good reason, because of
death or because of disability occurring, in each case, apart from a change in control:



|                     |  |                      |  |          |   |  |                                    
|-------------------- |  | -------------------- |  | -------- | - |  | -----------------------------------
|                     |  | ContinuedBase Salary |  | Bonus(1) |   |  | Health BenefitsContinuationCoverage
|Hock E. Tan          |  | 12 months            |  | 100      | % |  |                                   
|Douglas R. Bettinger |  | 9 months             |  | 50       | % |  | 6 months                           
|Bryan T. Ingram (2)  |  | 12 months            |  |         |   |  |                                   
|Boon Chye Ooi        |  | 6 months             |  | 50       | % |  | 6 months                           
|Patricia H. McCall   |  | 9 months             |  | 50       | % |  | 6 months                           



|(1) | Bonus payments are calculated using the lesser of the executives prior years bonus or prior years target bonus.
|--- | ------------------------------------------------------------------------------------------------------------------

|(2) | The severance provisions of Mr. Ingrams employment agreement relating to termination of employment other than in connection with a change in control expired
on November 1, 2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The table below sets forth the severance benefits payable to each NEO under his or her
respective employment agreement, offer letter or severance agreement, other than Mr. Bian-Ee Tan and Ms. Danesh, whose termination benefits are described above, upon a termination of employment without cause, for good reason, because of
death or because of disability occurring, in each case, in connection with a change in control. Each executive must provide a full release of claims in order to be eligible for his or her full severance payment.



|                     |  |                      |  |          |   |  |                                     |  |                               
|-------------------- |  | -------------------- |  | -------- | - |  | ----------------------------------- |  | ------------------------------
|                     |  | ContinuedBase Salary |  | Bonus(1) |   |  | Health BenefitsContinuationCoverage |  | Option VestingAcceleration (2)
|Hock E. Tan          |  | 24 months            |  | 200      | % |  |                                    |  | 12 months                     
|Douglas R. Bettinger |  | 12 months            |  | 100      | % |  | 12 months                           |  | 12 months                     
|Bryan T. Ingram      |  | 12 months            |  | 100      | % |  |                                    |  | 12 months                     
|Boon Chye Ooi        |  | 12 months            |  | 100      | % |  | 12 months                           |  | 12 months                     
|Patricia H. McCall   |  | 12 months            |  | 100      | % |  | 12 months                           |  | 12 months                     



|(1) | Bonus payments are calculated using the lesser of the executives prior years bonus or prior years target bonus, except for Mr. Ingram, whose
bonus payment is calculated using the lesser of his prior years bonus or target bonus for the fiscal year in which the termination occurs.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Accelerated vesting is limited to time-based options which would otherwise vest solely upon the executives continued employment.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

For more detailed descriptions of the benefits provided to our NEOs upon a termination of employment, please see Employment, Severance
and Change of Control Agreements with Named Executive Officers below.

Other Compensation

All of our executive officers are eligible to participate in certain benefits plans and arrangements offered to employees generally. Such
benefits include health, dental, life and disability insurance and in the case of U.S. based executives, the 401(k) plan. We pay the full monthly premium for each U.S. based employee, including each executive, for basic medical coverage. For other
medical, dental and vision coverage, we pay a portion of the cost and the employees, including executives, pay a portion of the cost. We pay 100% of the premium for all employees, including executives, for Basic Life Insurance, Accidental Death
and Dismemberment, Business Travel Accident Insurance and the Employee and Family Assistance Plan. We pay 100% of the premiums for all Colorado employees, including executives, for Short Term and Long Term Disability. Employees in California,
including executives, contribute .08% of the first $86,698 in annual earnings to the California Voluntary Disability Plan for Short Term Disability and we pay 100% of the premium for Long Term Disability. We provide access to a Group Universal Life
and Long-Term Care coverage but the entire cost is paid by the employee, including executives.

Consistent with our overall
compensation philosophy, we intend to continue to maintain our current benefits plan for executives as well as other employees. Our Compensation Committee in its discretion may revise, amend or add to any executives benefits and perquisites if
it deems necessary.

U.S. based executives may also participate in the Avago Technologies U.S. Inc. Deferred Compensation
Plan. For a description of the Deferred Compensation Plan, see footnote 1 of the 2009 Non-Qualified Deferred Compensation Table.



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We determine perquisites on a case by case basis and will provide a perquisite to an NEO
when we believe it is necessary to attract or retain the executive officer. In Fiscal Year 2009, the following executives received the following perquisites:



|                                                        |  |                                                                                                                                                                                                            
|------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                                                    |  | Perquisites                                                                                                                                                                                                
|Hock E. Tan, President and Chief Executive Officer      |  | Reimbursement for travel to a residence in Pennsylvania.                                                                                                                                                   
|Boon Chye Ooi, Senior Vice President, Global Operations |  | Housing subsidy, relocation allowance and de minimis flexible spending amount reimbursement.                                                                                                               
|                                                        | 
|Bian-Ee Tan, Former Chief Operating Officer             |  | Housing allowance, club memberships, private health insurance, medical reimbursement, tax preparation service reimbursement and reimbursement of taxes in Malaysia as a result of
services performed there.

Tax and Accounting Considerations

While the Compensation Committee and our Board generally consider the financial accounting and tax implications of its executive compensation
decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. In addition, the Compensation Committee and our Board have considered the potential future effects of Section 162(m) of the
Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for our Chief Executive
Officer and each of the other NEOs (other than our Chief Financial Officer), unless compensation is performance-based. Our Board has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting
compensation. Our Compensation Committee, however, intends to consider adopting a policy that, where reasonably practicable, we will seek to qualify the variable compensation paid to our executive officers for an exemption from the deductibility
limitations of Section 162(m).



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EXECUTIVE COMPENSATION

Fiscal Year 2009 Summary Compensation Table.

The following table sets
forth information about compensation earned by our NEOs during Fiscal Year 2009, Fiscal Year 2008 and the fiscal year ended October 31, 2007 (Fiscal Year 2007). Our NEOs consist of our Chief Executive Officer, our Chief
Financial Officer, each of our three other most highly compensated executive officers serving at the end of Fiscal Year 2009 and two former executive officers who left during Fiscal Year 2009 who would have been among the three other most highly
compensated executive officers had they been serving as executive officers at the end of Fiscal Year 2009.



|                                                                                              |      |      |         |           |     |         |           |     |           |                 |         |                                         |         |                          |      |           |          
|--------------------------------------------------------------------------------------------- | ---- | ---- | ------- | --------- | --- | ------- | --------- | --- | --------- | --------------- | ------- | --------------------------------------- | ------- | ------------------------ | ---- | --------- | ---------
|Name and Principal Position                                                                   |      | Year |         | Salary($) |     |         | Bonus($)  |     |           | OptionAwards($) |         | Non-EquityIncentive PlanCompensation($) |         | All OtherCompensation($) |      |           | Total($) 
|(a)                                                                                           |      | (b)  |         | (c)       |     |         | (d)       |     |           | (1)(f)          |         | (2)(j)                                  |         | (k)                      |      |           | (l)      
|Hock E. Tan President and Chief Executive Officer                                             |      | 2009 |         | 625,008   |     |         | 1,000,000 | (3) |           | 324,172         |         | 208,503                                 |         | 42,882                   | (4)  |           | 2,200,565
|                                                                                              | 2008 |      | 623,468 |           |     | 0       |           |     | 2,276,807 |                 | 915,000 |                                         | 34,269  |                          |      | 3,849,544
|                                                                                              | 2007 |      | 600,000 |           |     | 600,000 |           |     | 2,039,654 |                 |         |                                         | 47,642  |                          |      | 3,287,296
|                                                                                              |      |      |         |           |     |         |          
|Douglas R. Bettinger Senior Vice President and Chief Financial Officer                        |      | 2009 |         | 350,000   |     |         | 0         |     |           | 326,620         |         | 284,288                                 |         | 9,000                    | (5)  |           | 969,908  
|                                                                                              | 2008 |      | 87,500  |           |     | 165,593 |           |     | 67,529    |                 | 86,121  |                                         | 0       |                          |      | 406,743  
|                                                                                              |      |      |         |           |     |         |           |     |           |                 |         |                                         |         |                          |      |          
|                                                                                              |      |      |         |           |     |         |          
|Bryan T. Ingram Senior Vice President and General Manager, Wireless Semiconductor Division    |      | 2009 |         | 334,608   |     |         | 165,750   | (6) |           | 262,700         |         | 334,650                                 |         | 9,000                    | (5)  |           | 1,106,708
|                                                                                              | 2008 |      | 333,913 |           |     | 24,730  |           |     | 408,908   |                 | 340,654 |                                         | 9,000   |                          |      | 1,117,205
|                                                                                              | 2007 |      | 320,154 |           |     | 158,267 |           |     | 229,611   |                 | 127,662 |                                         | 36,400  |                          |      | 872,094  
|                                                                                              |      |      |         |           |     |         |           |     |           |                 |         |                                         |         |                          |      |          
|                                                                                              |      |      |         |           |     |         |          
|Boon Chye Ooi Senior Vice President, Global Operations                                        |      | 2009 |         | 336,372   | (7) |         | 0         |     |           | 158,745         |         | 151,589                                 |         | 247,521                  | (8)  |           | 894,227  
|                                                                                              |      |      |         |           |     |         |          
|Patricia H. McCall Vice President and General Counsel                                         |      | 2009 |         | 304,305   |     |         | 0         |     |           | 123,329         |         | 84,485                                  |         | 9,600                    | (9)  |           | 521,719  
|                                                                                              |      |      |         |           |     |         |          
|Bian-Ee Tan (11) Former Chief Operating Officer                                               |      | 2009 |         | 79,077    |     |         | 0         |     |           | 1,240,462       |         | 0                                       |         | 1,265,921                | (12) |           | 2,585,460
|                                                                                              | 2008 |      | 494,712 |           |     | 0       |           |     | 1,437,983 |                 | 0       |                                         | 544,147 |                          |      | 2,476,842
|                                                                                              | 2007 |      | 488,899 |           |     | 220,221 |           |     | 1,288,203 |                 | 291,500 |                                         | 341,008 |                          |      | 2,629,831
|                                                                                              |      |      |         |           |     |         |          
|Fariba Danesh Former Senior Vice President and General Manager, Fiber Optics Product Division |      | 2009 |         | 329,148   |     |         | 0         |     |           | 365,005         |         | 0                                       |         | 576,271                  | (10) |           | 1,270,424
|                                                                                              | 2008 |      | 365,150 |           |     | 0       |           |     | 390,501   |                 | 343,040 |                                         | 9,000   |                          |      | 1,107,691
|                                                                                              |      |      |         |           |     |         |           |     |           |                 |         |                                         |         |                          |      |          
|                                                                                              |      |      |         |           |     |         |           |     |           |                 |         |                                         |         |                          |      |          



|(1) | Represents expense recognized by us in Fiscal Years 2007, 2008 and 2009 related to options determined in accordance with ASC Topic 718, but excluding the impact of
estimated forfeitures related to service-based vesting conditions. Please see Note 10 in the Consolidated Financial Statements included in our Original Annual Report for the valuation assumptions used in determining such amounts. The
performance-based options granted prior to our adoption of ASC Topic 718 on November 1, 2006 were subject to variable accounting under Accounting Principles Board Opinion No. 25. For all options granted on or subsequent to our adoption of
ASC Topic 718, we recorded expense under the fair value method for both time and performance vesting portions.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents amounts paid for Fiscal Year 2009 under our annual cash incentive program. Please see plan description in Compensation Discussion and
AnalysisAnnual Cash CompensationAnnual Cash Incentive Program above.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents a discretionary bonus paid to Mr. Tan based on his performance in the capacity of Chief Executive Officer during Fiscal Year 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents $9,000 401(k) employer match; and $33,882 reimbursement for travel to a residence in Pennsylvania.
|--- | -------------------------------------------------------------------------------------------------------------

|(5) | Represents 401(k) employer match.
|--- | ---------------------------------

|(6) | Represents $150,000 discretionary bonus paid to Mr. Ingram for his performance during Fiscal Year 2009 and $15,750 paid to Mr. Ingram as a cash bonus in lieu
of a mortgage subsidy that Mr. Ingram was entitled to under an Agilent benefit program.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Mr. Oois salary is set in U.S. Dollars but paid in Singapore Dollars. Mr. Oois salary was converted into Singapore Dollars using the Accounting
Rate for January 2009 (the month he commenced his employment with us) of 1.4416 Singapore Dollars per U.S. Dollar. At the end of each fiscal year, for financial reporting purposes and for the table above, salary amounts paid to Mr. Ooi in
Singapore Dollars are converted back to U.S. Dollars using the Accounting Rate for October, the last month of our fiscal year. The Accounting Rate for October 2009 was 1.4161 Singapore Dollars to the U.S. Dollar as reported by Bloomberg L.P. The
Accounting Rate for any month is the exchange ratio of the number of Singapore Dollars to one U.S. Dollar for the last business day of the preceding month, as reported by Bloomberg L.P.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Represents $47,199 aggregate monthly temporary housing allowance (converted from Singapore Dollars using the Accounting Rate for October 2009 of 1.4161 Singapore
Dollars per U.S. Dollar), $200,000 relocation allowance and $322 healthcare flexible spending amount reimbursement (converted from Singapore Dollars using the Accounting Rate for October 2009 of 1.4161 Singapore Dollars per U.S. Dollar).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



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##### Table of Contents

|(9) | Represents $600 credit for not enrolling in medical plan and $9,000 401(k) employer match.
|--- | ------------------------------------------------------------------------------------------

|(10) | Ms. Danesh employment with us terminated on September 18, 2009. Represents $567,271 paid to Ms. Danesh as severance, $367,271 of which was related to
base salary and $200,000 of which related to the target bonus Ms. Danesh could have earned based on performance through the date of her termination, and $9,000 401(k) employer match.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | All sums presented for Mr. Bian-Ee Tan for 2009 are converted from Malaysian Ringgits using the October 30, 2009 exchange ratio of 3.4125 Malaysian Ringgits
per U.S. Dollar as reported by x-rates.com. All sums presented for Mr. Bian-Ee Tan for 2008 are converted from Malaysian Ringgits using the November 2, 2008 exchange ratio of 3.5295 Malaysian Ringgits per U.S. Dollar as reported
by x-rates.com, except $5,476 of all other income is converted from Singapore Dollars using the November 2, 2008 exchange ratio of 1.4732 Singapore Dollars per U.S. Dollar as reported by x-rates.com. All sums presented for Mr. Bian-Ee
Tan for 2007 are converted from Malaysian Ringgits using the January 2008 exchange ratio of 3.3402 Malaysian Ringgits per U.S. Dollar as reported by Bloomberg L.P., except $838 of all other income which was converted from Singapore dollars
using the Accounting Rate for January 2008 of 1.4541 Singapore Dollars per U.S. Dollar.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Mr. Bian-Ee Tan terminated employment with us on December 31, 2008. Represents $1,229,421 paid to Mr. Bian-Ee Tan as severance, $766,475 of which was
related to his base salary and $462,946 of which was related to the target bonus that he would have earned based on performance had he remained employed with us through the date of payment, $21,805 estimated Malaysian tax reimbursement, $2,568
housing allowance and $12,127 Malaysian Provident Fund contributions.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Grant of Plan-Based Awards in Fiscal Year 2009

The following table sets forth information regarding grants of incentive awards during Fiscal Year 2009 to each of our NEOs.



|                     |  |              |      |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  |                                                       |  |       |  |           |    
|-------------------- |  | ------------ | ---- |  | ---------------------------------------------------------------- |  | ---------------------------------------------------- |  | --------------------------------------------------- |  | --------------------------------------------- |  | ----------------------------------------------------- |  | ----- |  | --------- | ---
|                     |  |              |      |  | Estimated Future Payouts UnderNon-Equity Incentive PlanAwards(1) |  | EstimatedFuturePayoutsUnderEquityIncentivePlanAwards |  | All OtherOptionAwards:Number ofSecuritiesUnderlying |  | Exerciseor BasePrice ofOptionAwards($/Sh) (k) |  | Grant DateFair Value ofStock andOptionAwards($)(3)(l) | 
|Name (a)             |  | GrantDate(b) |      |  | Threshold($)(c)                                                  |  | Target($)(2)(d)                                      |  | Maximum($)(e)                                       |  | Target(#)(f)                                  |  | Options(#)(j)                                         |  |      
|Hock E. Tan          |  |              |      |  | 93,750                                                           |  | 750,000                                              |  | 1,687,500                                           |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 3/3/2009     | (4)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 300,000                                               |  | 10.00 |  | 965,310   |    
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 570,000                                               |  | 5.00  |  | 5,864,050 | (6)
|                     |  | 8/5/2009     | (7)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 300,000                                               |  | 15.00 |  | 1,994,040 |    
|Douglas R. Bettinger |  |              |      |  | 6,563                                                            |  | 262,500                                              |  | 590,625                                             |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 120,000                                               |  | 10.68 |  | 1,340,693 | (6)
|                     |  | 8/5/2009     | (7)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 50,000                                                |  | 15.00 |  | 332,340   |    
|Bryan T. Ingram      |  |              |      |  | 15,685                                                           |  | 250,950                                              |  | 564,638                                             |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 3/3/2009     | (4)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 60,000                                                |  | 10.00 |  | 193,062   |    
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 64,168                                                |  | 5.00  |  | 660,148   | (6)
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 71,667                                                |  | 10.22 |  | 612,029   | (6)
|                     |  | 8/5/2009     | (7)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 150,000                                               |  | 15.00 |  | 997,020   |    
|Boon Chye Ooi        |  |              |      |  | 8,438                                                            |  | 343,575                                              |  | 773,044                                             |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 1/15/2009    | (4)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 175,000                                               |  | 8.12  |  | 795,008   |    
|                     |  | 1/15/2009    | (8)  |  |                                                                  |  |                                                      |  |                                                     |  | 175,000                                       |  |                                                       |  | 8.12  |  | 795,008   |    
|                     |  | 7/20/2009    | (9)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 175,000                                               |  | 8.12  |  | 1,850,672 | (6)
|Patricia H. McCall   |  |              |      |  | 7,608                                                            |  | 122,800                                              |  | 276,300                                             |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 3/3/2009     | (4)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 50,000                                                |  | 10.00 |  | 160,885   |    
|                     |  | 7/20/2009    | (9)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 32,000                                                |  | 10.22 |  | 271,896   | (6)
|                     |  | 8/5/2009     | (7)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 50,000                                                |  | 15.00 |  | 332,340   |    
|Bian-Ee Tan          |  |              |      |  | 9,562                                                            |  | 382,474                                              |  | 860,566                                             |  |                                               |  |                                                       |  |       |  |           |    
|Fariba Danesh        |  |              |      |  | 10,306                                                           |  | 273,863                                              |  | 616,191                                             |  |                                               |  |                                                       |  |       |  |           |    
|                     |  | 3/3/2009     | (4)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 50,000                                                |  | 10.00 |  | 160,885   |    
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 80,000                                                |  | 6.48  |  | 731,013   | (6)
|                     |  | 7/20/2009    | (5)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 52,500                                                |  | 10.22 |  | 597,793   | (6)
|                     |  | 8/5/2009     | (7)  |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 50,000                                                |  | 15.00 |  | 332,340   |    
|                     |  | 9/18/09      | (10) |  |                                                                  |  |                                                      |  |                                                     |  |                                               |  | 35,000                                                |  | 10.22 |  | 209,941   |    



|(1) | Threshold amount for Mr. Hock E. Tan is 12.5% of his target bonus amount, calculated based on the achievement of a single corporate goal at
50% of the target for such goal and using the minimum individual performance factor. Threshold amount for each of Messrs. Bettinger and Ooi is 2.50% of his target bonus amount, for Mr. Ingram and Ms. McCall is 6.25% of his and her target
bonus amounts, and for Ms. Danesh was 4.18% of her target bonus amount, in each case, calculated based on the achievement of a single divisional goal at 50% of the target for such goal and using the minimum individual performance factor.
Maximum bonus payable is 225% of the target bonus amount, which assumes maximum (150%) performance for each corporate and divisional goal and uses the maximum individual
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



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##### Table of Contents

| | performance factor (150%). The target bonus amount can also be calculated by multiplying the base salary of each named executive officer times the participation rate of such executive as set
forth in the Annual Cash Incentive ProgramSummary Bonus Table above. For example, Mr. Ingrams target amount of $250,950 can be calculated by multiplying 75% times his base salary of $334,600, and his minimum amount can
be calculated by multiplying 6.25% times his target amount.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Hock E. Tans target bonus participation rate for Fiscal Year 2009 was 120%. Messrs. Bettinger, Ingram, Ooi, Bian-Ee Tan and Ms. Daneshs
target bonus participation rate is 75% of base salary and Ms. McCalls target bonus participation rate is 40% of base salary.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The grant date fair value of these options was determined in accordance with ASC Topic 718. Please see Note 10 to the Consolidated Financial Statements included in our
Original Annual Report for the valuation assumptions used in determining such amounts.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Options vest at the rate of 20% of the shares subject thereto on each anniversary of the date of grant subject to the executives continued employment with Avago.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents the date the vesting schedule of this option award was materially modified to remove the operating income targets and extend the vesting period. The amended
options will vest two years after the date such options could first have vested had the performance targets for such options been achieved, provided that the individual remains employed by us through the applicable vesting date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents incremental fair value of the amendment on July 20, 2009 of performance-based options held by the executive, calculated in accordance with ASC Topic
718. Please see Note 10 to the Consolidated Financial Statements included in our Original Annual Report for the valuation assumptions used in determining the incremental fair value.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Options vest at the rate of 50% of the shares subject thereto on each of the third and fourth anniversaries of the date of grant subject to the executives
continued employment with Avago.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Options vest at a rate of 20% per year on each anniversary of the date of grant subject to the executives continued employment with Avago and the attainment of
specified financial targets. If the specified financial targets are not met, the options will vest two years after the date such options could first have vested had the specified financial targets for such options been achieved, subject to earlier
Catch-Up Vesting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents the date the vesting schedule of this option award was materially modified to provide that if performance targets for a particular year are not met the
options will vest two years after the date the options could first have vested had the performance targets for such options been achieved, subject to any earlier Catch-Up Vesting, provided that the individual remains employed by us through the
applicable vesting date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Ms. Daneshs employment with us terminated effective September 18, 2009. Represents the incremental fair value of the acceleration on September 18,
2009 of options held by Ms. Danesh, in accordance with the terms of her employment agreement, calculated in accordance with ASC Topic 718. Please see Note 10 to the Consolidated Financial Statements included in our Original Annual Report for
the valuation assumptions used in determining the incremental fair value.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



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##### Table of Contents

Outstanding Equity Awards at 2009 Fiscal Year-End

The following table sets forth grants of stock options outstanding on November 1, 2009, the last day of Fiscal Year 2009, to each of our
NEOs.



|                     |  |                       |     |  |                                                                  |  |                                                                    |  |                                                                                         |  |                           |  |                        
|-------------------- |  | --------------------- | --- |  | ---------------------------------------------------------------- |  | ------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------- |  | ------------------------- |  | -----------------------
|                     |  | Option Awards        
|Name (a)             |  | VestingReference Date |     |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable(b) |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable(c) |  | EquityIncentivePlanAwards:Number
ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)(d) |  | OptionExercisePrice($)(e) |  | OptionExpirationDate(f)
|Hock E. Tan          |  | 12/1/2005             | (1) |  | 1,214,102                                                        |  | 940,000                                                            |  |                                                                                         |  | 5.00                      |  | 4/12/2016              
|                     |  | 3/3/2009              | (2) |  |                                                                  |  | 300,000                                                            |  |                                                                                         |  | 10.00                     |  | 3/2/2019               
|                     |  | 8/5/2009              | (3) |  |                                                                  |  | 300,000                                                            |  |                                                                                         |  | 15.00                     |  | 8/4/2019               
|                     |  |                       |     |  |                                                                  | 
|Douglas R. Bettinger |  | 8/4/2008              | (4) |  | 60,000                                                           |  | 240,000                                                            |  |                                                                                         |  | 10.68                     |  | 8/3/2018               
|                     |  | 8/5/2009              | (3) |  |                                                                  |  | 50,000                                                             |  |                                                                                         |  | 15.00                     |  | 8/4/2019               
|                     |  |                       |     |  |                                                                  | 
|Bryan T. Ingram      |  | 12/1/2005             |     |  | 50,151                                                           |  |                                                                    |  |                                                                                         |  | 1.25                      |  | 1/23/2015              
|                     |  | 12/1/2005             | (5) |  | 154,998                                                          |  | 103,336                                                            |  |                                                                                         |  | 5.00                      |  | 11/30/2015             
|                     |  | 12/1/2005             | (6) |  | 37,500                                                           |  | 25,000                                                             |  |                                                                                         |  | 5.00                      |  | 4/23/2016              
|                     |  | 11/1/2007             | (7) |  | 53,748                                                           |  | 125,418                                                            |  |                                                                                         |  | 10.22                     |  | 10/31/2017             
|                     |  | 3/3/2009              | (2) |  |                                                                  |  | 60,000                                                             |  |                                                                                         |  | 10.00                     |  | 3/2/2019               
|                     |  | 8/5/2009              | (3) |  |                                                                  |  | 150,000                                                            |  |                                                                                         |  | 15.00                     |  | 8/4/2019               
|                     |  |                       |     |  |                                                                  | 
|Boon Chye Ooi        |  | 1/15/2009             | (8) |  |                                                                  |  | 175,000                                                            |  | 175,000                                                                                 |  | 8.12                      |  | 1/14/2019              
|                     |  |                       |     |  |                                                                  | 
|Patricia H. McCall   |  | 3/23/2007             | (8) |  | 32,000                                                           |  | 24,000                                                             |  | 24,000                                                                                  |  | 10.22                     |  | 6/4/2017               
|                     |  | 2/22/2008             | (8) |  | 4,000                                                            |  | 8,000                                                              |  | 8,000                                                                                   |  | 10.22                     |  | 2/21/2018              
|                     |  | 3/3/2009              | (2) |  |                                                                  |  | 50,000                                                             |  |                                                                                         |  | 10.00                     |  | 3/2/2019               
|                     |  | 8/5/2009              | (3) |  |                                                                  |  | 50,000                                                             |  |                                                                                         |  | 15.00                     |  | 8/4/2019               
|                     |  |                       |     |  |                                                                  | 
|Fariba Danesh(9)     |  | 6/16/2006             |     |  | 195,000                                                          |  |                                                                    |  |                                                                                         |  | 6.48                      |  | 12/19/2009             
|                     |  | 11/1/2007             |     |  | 70,000                                                           |  |                                                                    |  |                                                                                         |  | 10.22                     |  | 12/19/2009             



|(1) | Options to purchase 185,000 shares will vest on each of the fourth and fifth anniversaries of the Vesting Reference Date and options to purchase 285,000 shares will
vest on each of the sixth and seventh anniversaries of the Vesting Reference Date, in each case, subject to Mr. Tans continued employment with Avago.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Options vest at the rate of 20% of the shares subject thereto on each anniversary of the Vesting Reference Date subject to the executives continued employment
with Avago.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Options vest at the rate of 50% of the shares subject thereto on each of the third and fourth anniversaries of the Vesting Reference Date subject to the
executives continued employment with Avago.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Options to purchase 30,000 shares vest on the second, third, sixth and seventh anniversaries of the Vesting Reference Date and options to purchase 60,000 shares vest on
the fourth and fifth anniversaries of the Vesting Reference Date subject to Mr. Bettingers continued employment with Avago.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Options to purchase 25,834 shares vest on the fourth, fifth, sixth and seventh anniversaries of the Vesting Reference Date subject to Mr. Ingrams continued
employment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Options to purchase 6,250 shares vest on the fourth, fifth, sixth and seventh anniversaries of the Vesting Reference Date subject to Mr. Ingrams continued
employment.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Options to purchase 17,916 shares vest on the third, sixth and seventh anniversaries of the Vesting Reference Date and options to purchase 35,832 shares vest on the
fourth and fifth anniversaries of the Vesting Reference Date, in each case, subject to Mr. Ingrams continued employment.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Options vest 50% based upon the passage of time and the optionees continued employment with Avago and 50% based upon achieving specified financial targets, in
each case, at a rate of 20% per year over five years on each anniversary of the Vesting Reference Date. Performance-based options that do not vest if performance targets for a particular year are not met will vest two years after the date such
options could first have vested had the performance targets for such options been achieved, subject to any earlier Catch-Up Vesting.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Ms. Daneshs employment with us terminated effective September 18, 2009. Under Ms. Daneshs separation agreement, December 19, 2009 was the last day
of her 90-day post-termination exercise period.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On July 20, 2009, the Compensation Committee approved the
amendment of the performance-based options held by Mr. Hock Tan, Mr. Bettinger, Mr. Ingram and Ms. Danesh to remove the performance targets and extend the vesting schedule. See Compensation Discussion and Analysis 
Equity Incentive Compensation above for more information.



26



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##### Table of Contents

Option Exercises in Fiscal Year 2009

The following table shows information regarding the exercise of options to purchase our ordinary shares during the year ending
November 1, 2009. Our NEOs do not hold unvested stock awards.



|                    |  |                                    |  |                                
|------------------- |  | ---------------------------------- |  | -------------------------------
|                    |  | Option Awards                     
|                    |  | Number ofSharesAcquired onExercise |  | ValueRealized onExercise($)
(c)
|Name (a)            |  | (#) (b)                            | 
|Hock E. Tan (1)     |  | 195,898                            |  | 1,958,980                      
|Bryan T. Ingram (2) |  | 16,515                             |  | 227,081                        
|Bian-Ee Tan (3)     |  | 1,080,000                          |  | 1,900,800                      



|(1) | Represents options exercised in connection with our IPO. Value realized on exercise is calculated based on an exercise price per share of $5.00 and a market price per
share at exercise of $15.00, the IPO price at which the shares were sold.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents options exercised in connection with our IPO. Value realized on exercise is calculated based on an exercise price per share of $1.25 and a market price per
share at exercise of $15.00, the IPO price at which the shares were sold.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents options exercised in connection with Mr. Bian-Ee Tans termination of employment, in a cashless exercise. Value realized on exercise is calculated
based on an exercise price of $5.00 per share and a market price per share at exercise of $6.76, which was the then fair market value of the shares as determined by the Board. 505,618 ordinary shares were withheld by us in satisfaction of the
aggregate exercise price of the options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2009 Non-Qualified Deferred Compensation

The following table sets forth information regarding contributions and earnings under the Avago Technologies U.S. Inc. Deferred Compensation
Plan during Fiscal Year 2009.



|                     |  |                                                    |  |                                              |  |                                         |  |                                           
|-------------------- |  | -------------------------------------------------- |  | -------------------------------------------- |  | --------------------------------------- |  | ------------------------------------------
|Name (a)             |  | RegistrantContributionsin Fiscal Year2009($)(1)(c) |  | AggregateEarningsin FiscalYear 2009($)(2)(d) |  | AggregateWithdrawals/Distribution($)(e) |  | AggregateBalance atNovember 1,2009 ($) (f)
|Douglas R. Bettinger |  | 12,918                                             |  | 3,137                                        |  | 0                                       |  | 16,055                                    
|Bryan T. Ingram      |  | 0                                                  |  | 2,037                                        |  | 0                                       |  | 13,801                                    
|Patricia H. McCall   |  | 5,712                                              |  | 3,742                                        |  | 0                                       |  | 27,460                                    



|(1) | The Avago Technologies U.S. Inc. Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement that is designed to allow the participants to
defer a specified percentage of their base salary, commissions and/or bonuses in a manner similar to the way in which the Avago Technologies U.S. Inc. 401(k) plan operates, but without regard to the maximum deferral limitations imposed on 401(k)
plans by the Internal Revenue Code. In addition, we may make discretionary contributions to participant accounts. As required by applicable law, participation in the Deferred Compensation Plan is limited to a group of our management employees who
have an annual base salary plus targeted commissions of at least $175,000, which group includes each of our U.S. based NEOs.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Amounts deferred by each participant pursuant to the Deferred Compensation Plan are credited to a bookkeeping account maintained on behalf of that participant. Amounts credited to each participant under
the Deferred Compensation Plan are periodically adjusted for earnings and/or losses at a rate that is equal to one or more of the measurement funds elected by a participant. Currently, the measurement funds consist of the following: Fidelity
Retirement Government Money Market Portfolio, PIMCO Total Return



27



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##### Table of Contents

Fund Institutional Class, Mainstay ICAP Equity Fund  Class I, Goldman Sachs Small Cap Value Fund Institutional Class, MainStay Large Cap Growth Fund  Class I, Spartan® U.S. Equity Index Fund Investor Class, Fidelity Contrafund®, Wells Fargo Advantage Discovery Fund  Institutional, Templeton Foreign Fund Class A, Fidelity Freedom Funds®, Fidelity Freedom Income Fund®, Fidelity Freedom 2000 Fund®,
Fidelity Freedom 2005 Fund®, Fidelity Freedom 2010 Fund®, Fidelity Freedom 2015 Fund®,
Fidelity Freedom 2020 Fund®, Fidelity Freedom 2025 Fund®, Fidelity Freedom 2030 Fund®,
Fidelity Freedom 2035 Fund®, Fidelity Freedom 2040 Fund®, Fidelity Freedom 2045 Fund®
and Fidelity Freedom 2050 Fund®.

Distributions are made in accordance with elections filed by participants at the time of their initial deferrals and distributions occur in a lump sum upon death or total disability and in a lump sum or
installments upon a participants separation of service. Distributions are also made in the event of a change in control of our Company.



|(2) | Amounts reflected are not included in the Fiscal Year 2009 Summary Compensation Table because the earnings and losses are not above-market.
These amounts include dividends, interest and change in market value.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment, Severance and Change of Control Agreements
with Named Executive Officers

Hock E. Tan

We entered into an offer letter with Hock E. Tan on March 28, 2006 which was amended and restated in on July 17, 2009.
Mr. Tans offer letter provides that Mr. Tan will be our President and Chief Executive Officer commencing March 31, 2006 and that he will be a member of our Board. Mr. Tans offer letter entitles him to a base salary of
$625,000 per year with a target bonus opportunity of 120% of his base salary. Mr. Tans offer letter also provides for the grant of an option to purchase 950,000 ordinary shares with 225,000 shares subject to the option vesting
20% per year based upon Mr. Tans continued employment and 725,000 shares subject to the option vesting 20% per year based upon us attaining specified performance targets. In accordance with his offer letter, Mr. Tan
purchased $2 million in ordinary shares and was granted additional non-qualified options to purchase 1,400,000 ordinary shares. Mr. Tans offer letter agreement provides that he will be eligible to participate in all employee benefit
plans made available to executive officers, is entitled to enter into an indemnification agreement and must enter into our standard agreement regarding confidential information and proprietary developments. Mr. Tans offer letter agreement
entitled him to the payment of a relocation bonus in the amount of one months base salary which was paid in a single lump sum following his commencement of employment.

Mr. Tans offer letter provides Mr. Tan with severance in the event of the termination of his employment without cause,
because of death or disability or a resignation by him for good reason, provided that, in each case, Mr. Tan executes and does not revoke a general release of all claims against us and our affiliates within 60 days following his termination of
employment. If the termination of employment without cause, because of death or disability or resignation for good reason takes place within the three months prior to or the 12 months following a change in control, we must provide Mr. Tan
with (a) continued salary payments for 24 months following his termination or resignation, (b) an amount equal to 200% of the lesser of Mr. Tans prior years bonus or target bonus, in both (a) and (b), payable in
24 monthly installments, and (c) 12 months accelerated vesting for those options held by Mr. Tan which would otherwise vest based upon the passage of time and his continued employment. If the termination of employment without
cause or resignation for good reason takes place more than three months prior to or more than 12 months following a change in control, Mr. Tan is entitled to (a) continued salary payments for 12 months following his termination
or resignation and (b) an amount equal to the lesser of his prior years bonus or target bonus, in both (a) and (b), payable in 12 monthly installments.

Douglas R. Bettinger

We entered into an offer letter with Douglas R. Bettinger on July 4, 2008. Mr. Bettingers offer letter provides that Mr. Bettinger will be our Senior Vice President and Chief
Financial Officer. Mr. Bettingers offer



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letter entitles him to a base salary of $350,000 per year and a target bonus opportunity of 75% of his base salary. Mr. Bettingers offer letter also provides for the grant of an
option to purchase 300,000 of our ordinary shares with 150,000 of the shares subject to the option vesting at a rate of 20% per year based upon Mr. Bettingers continued employment and 150,000 of the shares subject to the
option vesting at a rate of 20% per year based upon us attaining specified performance targets and Mr. Bettingers continued employment. Mr. Bettingers offer letter agreement provides that he will be eligible to participate
in all employee benefit plans made available to executive officers, is entitled to enter into an indemnification agreement and must enter into the standard agreement regarding confidential information and proprietary developments.

Mr. Bettingers offer letter provides him with severance in the event of the termination of his employment without cause, because
of death or disability or a resignation by him for good reason, provided that, in each case, Mr. Bettinger executes and does not revoke a general release of all claims against us and our affiliates within 60 days of any such termination. If the
termination of employment without cause, because of death or disability or resignation for good reason takes place within 12 months following a change in control, we must provide Mr. Bettinger with (a) 12 months of continued salary
payments commencing on the sixtieth day following his separation from us, (b) an amount equal to 100% of the lesser of Mr. Bettingers prior years bonus or target bonus payable in 12 monthly installments commencing on the
sixtieth day following his separation from us, (c) 12 months accelerated vesting for those options held by Mr. Bettinger which would otherwise vest based upon the passage of time and his continued employment, and (d) the payment
of continued health, dental and vision insurance premiums for Mr. Bettinger and any covered dependents for 12 months, or, if earlier, until Mr. Bettinger is covered under similar plans of a new employer. If Mr. Bettingers
termination of employment without cause, because of death or disability or a resignation for good reason takes place prior to or more than 12 months following a change in control, Mr. Bettinger is entitled to (a) nine months of
continued salary payments commencing on the sixtieth day following his separation from us, (b) an amount equal to the lesser of 50% of his prior years bonus or target bonus payable in nine monthly installments commencing on the
sixtieth day following his separation from us, and (c) the payment of continued health, dental and vision insurance premiums for Mr. Bettinger and any covered dependents for six months, or, if earlier, until Mr. Bettinger is covered
under similar plans of a new employer.

Bryan T. Ingram

Avago Technologies U.S. Inc., our wholly owned subsidiary, entered into an employment agreement with Bryan T. Ingram on October 30,
2007, effective as of November 1, 2007, which was amended and restated on July 17, 2009. Mr. Ingrams employment agreement provides that Mr. Ingram will be our Senior Vice President and General Manager, Wireless
Semiconductor Division. Mr. Ingrams employment agreement entitles him to a base salary of $334,608 per year (as adjusted from time to time) with a target bonus opportunity of 75% of his base salary. Mr. Ingrams employment
agreement provides that he will be eligible for equity incentive awards and to participate in all employee benefit plans made available to similarly situated employees.

Mr. Ingrams employment agreement provides that in the event of the termination of his employment with us by us without cause, his death or disability, or a resignation by him for good reason
prior to November 1, 2009, we must provide him with 12 months continued salary payments following such termination or resignation, and the accelerated vesting of options to purchase ordinary shares held by Mr. Ingram which
would otherwise have vested had he continued his employment with us through November 1, 2009. These severance benefits under Mr. Ingrams employment agreement expired on November 1, 2009. If Mr. Ingrams employment is
terminated by us without cause, because of his death or disability, or he resigns for good reason after November 1, 2009 and within the three months prior to or 12 months following a change in control, Mr. Ingram is entitled to
(a) 12 months continued salary payments, (b) an amount equal to the lesser of his prior years bonus or target bonus for the fiscal year in which the termination occurs, and (c) 12 months of accelerated vesting for
those options to purchase ordinary shares held by Mr. Ingram which would otherwise vest based solely upon the passage of time and his continued employment. Under the employment agreement, Mr. Ingram must execute, and not revoke, a general
release of all claims against us and our affiliates within 60 days of his termination of



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employment, and any continued salary payments are subject to Mr. Ingram continuing to abide by the noncompetition and nonsolicitation provisions of his employment agreement.

Boon Chye Ooi

We entered into an offer letter with Boon Chye Ooi on December 10, 2008, effective as of January 5, 2009. Mr. Oois offer letter provides that Mr. Ooi will be our Senior Vice
President of Operations. Mr. Oois employment agreement entitles him to a base salary of $450,000 per year and a target bonus opportunity of 75% of his base salary. Mr. Oois employment agreement also provides for the grant of an
option to purchase 350,000 of our ordinary shares, with 175,000 of the shares subject to the option vesting at a rate of 20% per year based upon Mr. Oois continued employment and 175,000 of the shares subject to the option
vesting at a rate of 20% per year based upon us attaining specified performance targets and Mr. Oois continued employment. In addition, Mr. Oois employment agreement provides him with a one-time relocation payment of
$200,000 to assist with his relocation to Singapore; a temporary housing allowance of $7,000 Singapore dollars (approximately US$4,943, converted from Singapore Dollars using the Accounting Rate for October 2009 of 1.4161 Singapore Dollars per
U.S. Dollar) per month for 12 months; two, one-way business class airfares, once per calendar year, for home leave; assistance with preparation of taxation returns and tax-equalization payment. Mr. Oois employment agreement provides
that he will be eligible to participate in all employee benefit plans made available to executive officers in Singapore, is entitled to enter into an indemnification agreement and he must enter into the standard agreement regarding confidential
information and proprietary developments.

Mr. Oois offer letter provides him with severance in the event of the
termination of his employment without cause, because of death or disability or a resignation by his for good reason, provided that, in each case, Mr. Ooi executes and does not revoke a general release of all claims against us and our affiliates
within 60 days of any such termination. If the termination of employment without cause, because of death or disability or resignation for good reason takes place within 12 months following a change in control, we must provide Mr. Ooi with
(a) 12 months of continued salary payments commencing on the sixtieth day following his separation from us, (b) an amount equal to 100% of the lesser of Mr. Oois prior years bonus or target bonus payable in 12 monthly
installments commencing on the sixtieth day following his separation from us, (c) 12 months accelerated vesting for those options held by Mr. Ooi which would otherwise vest based upon the passage of time and his continued employment,
and (d) the payment of continued health, dental and vision insurance premiums for Mr. Ooi and any covered dependents for 12 months, or, if earlier, until Mr. Ooi is covered under similar plans of a new employer. If Mr. Oois
termination of employment without cause or resignation for good reason takes place prior to or more than 12 months following a change in control, Mr. Ooi is entitled to (a) six months of continued salary payments commencing on the
sixtieth day following his separation from us, (b) an amount equal to the lesser of 50% of his prior years bonus or target bonus payable in six monthly installments commencing on the sixtieth day following his separation from us, and
(c) the payment of continued health, dental and vision insurance premiums for Mr. Ooi and any covered dependents for six months, or, if earlier, until Mr. Ooi is covered under similar plans of a new employer.

Patricia H. McCall

We entered into an offer letter with Patricia H. McCall on March 20, 2007. Ms. McCalls offer letter provides that Ms. McCall will be our Vice President and General Counsel.
Ms. McCalls offer letter entitles her to a base salary of $275,000 per year and a target bonus opportunity of 40% of her base salary. Ms. McCalls offer letter also provides for the grant of an option to purchase 80,000 of
our ordinary shares, with 40,000 of the shares subject to the option vesting at a rate of 20% per year based upon Ms. McCalls continued employment and 40,000 of the shares subject to the option vesting at a rate of 20% per year
based on us attaining specified performance targets and Ms. McCalls continued employment. Ms. McCalls offer letter agreement provides that she will be eligible to participate in all employee benefit plans made available to
executive officers, is entitled to enter into an indemnification agreement and she must enter into the standard agreement regarding confidential information and proprietary developments.



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We also entered into a Severance Benefit Agreement with Ms. McCall effective
December 18, 2008. Ms. McCalls Severance Benefit Agreement provides her with severance in the event of the termination of her employment without cause, because of death or disability or a resignation by her for good reason, provided
that, in each case, Ms. McCall executes and does not revoke a general release of all claims against us and our affiliates within 60 days of any such termination. If the termination of employment without cause, because of death or disability or
resignation for good reason takes place within 12 months following a change in control, we must provide Ms. McCall with (a) 12 months of continued salary payments commencing on the sixtieth day following her separation from us,
(b) an amount equal to 100% of the lesser of Ms. McCalls prior years bonus or target bonus payable in 12 monthly installments commencing on the sixtieth day following her separation from us, (c) 12 months
accelerated vesting for those options held by Ms. McCall which would otherwise vest based upon the passage of time and her continued employment, and (d) the payment of continued health, dental and vision insurance premiums for
Ms. McCall and any covered dependents for 12 months, or, if earlier, until Ms. McCall is covered under similar plans of a new employer. If Ms. McCalls termination of employment without cause, because of death or disability or a
resignation for good reason takes place prior to or more than 12 months following a change in control, Ms. McCall is entitled to (a) nine months of continued salary payments commencing on the sixtieth day following her separation from
us, (b) an amount equal to the lesser of 50% of her prior years bonus or target bonus payable in nine monthly installments commencing on the sixtieth day following her separation from us, and (c) the payment of continued health,
dental and vision insurance premiums for Ms. McCall and any covered dependents for six months, or, if earlier, until Ms. McCall is covered under similar plans of a new employer.

Bian-Ee Tan

In November 2005, in anticipation of the SPG Acquisition, Avago Technologies (Malaysia) Sdn. Bhd. entered into an employment agreement with Mr. Bian-Ee Tan typical of those entered into with other management employees who would be
joining Avago. Mr. Tans annual base salary was set at approximately $371,597 (using the November 2, 2008 exchange ratio of 3.5295 Malaysian Ringgits per U.S. Dollar as reported by x-rates.com). The agreement gave either party
the right to terminate employment on one months written notice or payment in lieu of notice. Benefits, tax and payroll conditions were determined at the close of the SPG Acquisition. In October 2006, because he would otherwise have had to
retire pursuant to Company practice, Mr. Tans employment was extended through December 2011 on the same terms and conditions.

On April 7, 2009, we entered into an Employment Separation Agreement with Mr. Tan. Pursuant to the agreement, we paid Mr. Tan an aggregate separation payment of $1,229,421 in exchange for a
general release of all claims against us and our affiliates and his agreement to abide by the non-competition and non-solicitation provisions of the Employment Separation Agreement for the eighteen-month period commencing on December 31, 2008.
In connection with his termination of employment, Mr. Tan exercised vested options to purchase 1,080,000 ordinary shares for an aggregate purchase price of $5,400,000 in a cashless exercise pursuant to which 574,382 ordinary shares were issued
to Mr. Tan and 505,618 ordinary shares were withheld by us in satisfaction of the exercise price for such options. In addition, we exercised our call right to purchase ordinary shares held by Mr. Tan for $3,248,000, which represented the
then fair market value of the shares as determined by our Board.

Fariba Danesh

Avago Technologies U.S. Inc., our wholly owned subsidiary, entered into an employment agreement with Fariba Danesh on October 30, 2007,
effective as of November 1, 2007 which was amended and restated in July 2009. Ms. Daneshs employment agreement provides that Ms. Danesh will be Avagos Senior Vice President and General Manager, Fiber Optics Products
Division. Ms. Daneshs employment agreement entitles her to a base salary of $364,164 per year (as adjusted from time to time) with a target bonus opportunity of 75% of her base salary. Ms. Daneshs employment agreement provides
that she will be eligible for equity incentive awards and to participate in all employee benefit plans made available to similarly situated employees.



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Ms. Daneshs employment agreement provided that in the event of the termination of
her employment with Avago by Avago without cause, her death or disability, or a resignation by her for good reason prior to November 1, 2009, we must provide her with 12 months continued salary payments following such termination or
resignation, and the accelerated vesting of options to purchase ordinary shares held by Ms. Danesh which would otherwise have vested had she continued her employment with Avago through November 1, 2009. If Ms. Daneshs employment
is terminated by Avago without cause, because of her death or disability, or she resigns for good reason after November 1, 2009 and within the three months prior to or 12 months following our change in control, Ms. Danesh is entitled to
(a) 12 months continued salary payments, (b) an amount equal to the lesser of her prior years bonus or target bonus for the fiscal year in which the termination occurs, and (c) 12 months of accelerated vesting for those options
to purchase ordinary shares held by Ms. Danesh which would otherwise vest based solely upon the passage of time and her continued employment. Under the employment agreement, Ms. Danesh must execute, and not revoke, a general release of all
claims against us and our affiliates within 60 days of her termination of employment, and any continued salary payments are subject to Ms. Danesh continuing to abide by the noncompetition and nonsolicitation provisions of her employment
agreement.

On September 23, 2009, we entered into a Separation Agreement with Ms. Danesh. Pursuant to the
Separation Agreement, we paid Ms. Danesh a separation payment of $567,271. In addition, we accelerated the vesting with respect to options to purchase 35,000 ordinary shares granted to Ms. Danesh in November 2007. The Separation Agreement
also terminated Ms. Daneshs Management Shareholders Agreement, permitted her to sell 10,451 co-investment shares, permits her to sell the minimum number of ordinary shares necessary to pay for the exercise price and withholding
obligations associated with her share options and requires her to hold all other shares owned or received upon exercise of her options until at least February 2, 2010. The Separation Agreement included a full release of claims against us. Our
obligations under the Separation Agreement are conditioned upon Ms. Danesh abiding by the non-solicitation provisions of the Separation Agreement and her Employment Agreement for the twelve months period commencing September 18, 2009.

Potential Severance Payments and Benefits Upon Certain Terminations

The following table reflects the potential payments and benefits to which the NEOs would be entitled under their agreements as described
under Termination-Based Compensation above in the event of a termination of employment without cause, because of death or disability or a resignation with good reason taking place not in connection with a change in control. The amounts
presented in the table assume a termination date of November 1, 2009 and that all eligibility requirements contemplated by the NEOs respective agreements or our Companys policies and practices, as applicable, were met.



|                     |  |                             |     |  |                        |     |  |                                        |  |                                   |  |                                   |     |  |           |    
|-------------------- |  | --------------------------- | --- |  | ---------------------- | --- |  | -------------------------------------- |  | --------------------------------- |  | --------------------------------- | --- |  | --------- | ---
|                     |  | CashSeveranceBaseSalary ($) |     |  | CashSeveranceBonus ($) |     |  | HealthBenefitsContinuationCoverage ($) |  | UnexercisableOptions thatVest (#) |  | UnexercisableOptions thatVest ($) |     |  | Total ($) |    
|Hock E. Tan          |  | 625,000                     |     |  | 750,000                |     |  | 0                                      |  | 0                                 |  | 0                                 |     |  | 1,375,000 |    
|Douglas R. Bettinger |  | 262,500                     |     |  | 131,250                |     |  | 8,898                                  |  | 0                                 |  | 0                                 |     |  | 402,648   |    
|Bryan T. Ingram      |  | 334,608                     |     |  | 0                      |     |  | 0                                      |  | 0                                 |  | 0                                 |     |  | 334,608   |    
|Boon Chye Ooi(1)     |  | 225,000                     |     |  | 168,750                |     |  | 699                                    |  | 0                                 |  | 0                                 |     |  | 394,449   |    
|Patricia H. McCall   |  | 230,250                     |     |  | 60,861                 |     |  | 978                                    |  | 0                                 |  | 0                                 |     |  | 292,089   |    
|Bian-Ee Tan          |  | 766,475                     | (2) |  | 462,946                | (3) |  | 0                                      |  | 0                                 |  | 0                                 |     |  | 4,477,421 | (3)
|Fariba Danesh(4)     |  | 364,164                     |     |  | 200,000                |     |  | 3,107                                  |  | 35,000                            |  | 209,300                           | (5) |  | 776,571   |    



|(1) | All amounts paid to Mr. Ooi upon any termination will be paid in Singapore Dollars, converted from U.S. Dollars, where applicable, using the Accounting Rate for
the month in which such termination occurs.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Bian-Ee Tan terminated employment with us on December 31, 2008. Represents amount actually paid to Mr. Bian-Ee Tan pursuant to his Employment
Separation Agreement. Termination benefits for senior executives in Malaysia are decided on a case by case basis.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Bian-Ee Tan terminated employment with us on December 31, 2008. Represents amount actually paid to Mr. Bian-Ee Tan pursuant to his
Employment Separation Agreement. We also repurchased ordinary
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | shares held by Mr. Tan for an aggregate of $3,248,000, which is included in the total, pursuant to our call right under the Management Shareholders Agreement we entered into with
Mr. Tan. Mr. Tan was also permitted to exercise vested options to purchase 1,080,000 ordinary shares using a cashless exercise pursuant to which 574,382 ordinary shares were issued to Mr. Tan and 505,618 ordinary shares were withheld
by us in satisfaction of the exercise price for such options.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Ms. Daneshs employment with us terminated on September 18, 2009. Represents cash severance base salary and cash severance bonus actually paid to
Ms. Danesh pursuant to her Separation Agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents the difference between the exercise price of each unvested option that was accelerated and $16.20, the closing market value per ordinary share on
September 18, 2009, the date of termination of Ms. Daneshs employment with us.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Potential Severance Payments
and Benefits Upon Certain Terminations in Connection with Change in Control

The following table reflects the potential
payments and benefits to which the NEOs would be entitled under their employment agreements or our Companys policies and practices as described under Termination-Based Compensation above in the event of a termination of employment
without cause, because of death or disability or a resignation for good reason taking place in connection with a change in control. The amounts presented in the table assume a termination date of November 1, 2009 and that all eligibility
requirements contemplated by the NEOs respective agreements and our Companys policies and practices, as applicable, were met.



|                     |  |                             |  |                        |  |                                        |  |                                   |  |                                      |  |          
|-------------------- |  | --------------------------- |  | ---------------------- |  | -------------------------------------- |  | --------------------------------- |  | ------------------------------------ |  | ---------
|                     |  | CashSeveranceBase Salary($) |  | CashSeveranceBonus ($) |  | HealthBenefitsContinuationCoverage ($) |  | UnexercisableOptions thatVest (#) |  | UnexercisableOptions thatVest ($)(1) |  | Total ($)
|Hock E. Tan          |  | 1,250,000                   |  | 1,500,000              |  | 0                                      |  | 245,000                           |  | 2,150,000                            |  | 4,900,000
|Douglas R. Bettinger |  | 350,000                     |  | 262,500                |  | 17,796                                 |  | 30,000                            |  | 129,600                              |  | 759,896  
|Bryan T. Ingram      |  | 334,608                     |  | 250,956                |  | 0                                      |  | 62,001                            |  | 466,483                              |  | 1,052,047
|Boon Chye Ooi(2)     |  | 450,000                     |  | 337,500                |  | 1,167                                  |  | 35,000                            |  | 240,800                              |  | 1,029,467
|Patricia H. McCall   |  | 304,305                     |  | 121,722                |  | 1,955                                  |  | 20,000                            |  | 97,800                               |  | 525,782  



|(1) | Represents the difference between the exercise price of each unvested option that is accelerated and $15.00, the closing market value per ordinary share as of
October 30, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All amounts paid to Mr. Ooi upon any termination will be paid in Singapore Dollars, converted from U.S. Dollars, where applicable, using the Accounting Rate for
the month in which such termination occurs.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management Shareholders Agreement

Each participant in the Executive Plan, including each executive officer, as well as certain participants in our Senior Management Plan, has
entered into a Management Shareholders Agreement with us and our controlling shareholder, Bali Investments S.àr.l., in connection with the executives purchase of shares pursuant to the Executive Plan. Each Management Shareholders
Agreement provides the Company with certain rights that effectively restrict the transfer of ordinary shares until a change of control transaction or the later of five years from the date of purchase, or in the case of shares acquired upon the
exercise of options, the date of grant of such options, absent Bali Investments and our prior written consent. The restrictive rights provided to us by these agreements include a right of first refusal whereby we may purchase any shares
offered to a third-party, a call right whereby we may repurchase shares upon a termination of employment or upon certain other events and a bring along right whereby Bali Investments S.àr.l. can require participants to sell shares along side
Bali Investments. Each executive holds a put right whereby the executive can require us to repurchase shares upon the executives death or permanent disability, a tag-along right whereby each executive may require Bali Investments
S.àr.l. or its successor to allow the executive to sell along side Bali Investments in certain sales, and piggyback registration rights allowing the executive to sell along side Bali Investments in a public offering. By operation
of Singapore law, as a result of the completion of our IPO, we are no longer permitted to repurchase



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our shares in selective off-market transactions. As such, the right of first refusal, call right and put right referred to above are no longer effective.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee, Messrs. Davidson, Greene and Macleod, are not, and have never been, officers or employees of our company. During Fiscal Year 2009, none of our executive
officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee. Messrs. Davidson and Greene have been designated by
Silver Lake and KKR, respectively, to serve on our Compensation Committee. Messrs. Davidson and Greene are also affiliated with the Silver Lake and KKR entities, respectively, that are parties to our Advisory Agreement.

COMPENSATION COMMITTEE REPORT

The Compensation Committee is responsible for determining executive base compensation and incentive compensation and approving the terms of stock option grants pursuant to our equity incentive plans. The
Compensation Committee has the full authority to determine and approve the compensation of our chief executive officer in light of relevant corporate performance goals and objectives. We rely on the controlled company exemption from the
requirement of having a fully independent Compensation Committee pursuant to the Nasdaq Stock Market rules. The Compensation Committee is currently comprised of Messrs. Davidson, Greene and Macleod.

This report, filed in accordance with Item 407(e)(5) of Regulation S-K, should be read in conjunction with the other information
relating to executive compensation which is contained elsewhere in this Form 10-K/A and is not repeated here.

In this
context, the Compensation Committee hereby reports as follows:



| | 1. | The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Based upon such review and the related discussions referenced above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis
be included in Avagos Form 10-K/A.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Submitted by the Compensation Committee of the Board of Directors:

James A. Davidson, Compensation Committee Member

James H. Greene, Jr., Compensation Committee Member

Donald Macleod, Compensation
Committee Member

January 11, 2010



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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our ordinary shares at January 4, 2010 for:



| |  |  | each named executive officer;
| | - |  | -----------------------------



| |  |  | each of our directors;
| | - |  | ----------------------



| |  |  | each person known to us to be the beneficial owner of more than 5% of our ordinary shares; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | all of our executive officers and directors as a group.
| | - |  | -------------------------------------------------------

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all ordinary shares that they beneficially own, subject to applicable community property laws.

Ordinary shares subject to options that are currently exercisable or exercisable within 60 days of January 4, 2010
are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership
of any other person.

In the table below, percentage ownership is based on 236,014,256 ordinary shares outstanding as of
January 4, 2010.



|                                                                                                                              |  |                                      |  |         |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------- | -
|                                                                                                                              |  | Ordinary SharesBeneficially Owned(1) | 
|Name and Adresss of Beneficial Owners                                                                                         |  | Number ofShares                      |  | Percent |  
|5% Shareholders:                                                                                                              |  |                                      |  |         |  
|Bali Investments S.àr.l(2) 59 rue de Rollingergrund L2440 Luxembourg                                                          |  | 150,274,441                          |  | 63.7    | %
|                                                                                                                              |  |                                     
|Funds affiliated with KKR(3) Suite 500, 603-7th Avenue S.W. Calgary, Canada                                                   |  | 150,274,441                          |  | 63.7    | %
|                                                                                                                              |  |                                     
|Funds affiliated with Silver Lake(4) Ugland House, P.O. Box 309 South Church Street, George Town Grand Cayman, Cayman Islands |  | 150,274,441                          |  | 63.7    | %
|                                                                                                                              |  |                                     
|Seletar Investments Pte Ltd(5) 60B Orchard Road #06-18, Tower 2 The Atrium @ Orchard Singapore 238891                         |  | 19,729,734                           |  | 8.4     | %
|                                                                                                                              |  |                                     
|Geyser Investment Pte. Ltd.(6) c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912                                |  | 13,153,155                           |  | 5.6     | %



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|                                                       |  |                                      |  |         |  
|------------------------------------------------------ |  | ------------------------------------ |  | ------- | -
|                                                       |  | Ordinary SharesBeneficially Owned(1) | 
|Name and Adresss of Beneficial Owners                  |  | Numberof Shares                      |  | Percent |  
|                                                       |  |                                     
|Directors and Named Executive Officers:                |  |                                      |  |         |  
|Hock E. Tan(7)                                         |  | 1,733,154                            |  | *       |  
|Douglas R. Bettinger(8)                                |  | 68,726                               |  | *       |  
|Bryan Ingram(9)                                        |  | 340,481                              |  | *       |  
|Boon Chye Ooi(10)                                      |  | 35,000                               |  | *       |  
|Patricia H. McCall(11)                                 |  | 48,000                               |  | *       |  
|Bian-Ee Tan(12)                                        |  | 499,866                              |  | *       |  
|Fariba Danesh(13)                                      |  | 10,451                               |  | *       |  
|Dick M. Chang(14)                                      |  | 895,832                              |  | *       |  
|Adam H. Clammer(15)                                    |  | 40,000                               |  | *       |  
|James A. Davidson(16)                                  |  | 40,000                               |  | *       |  
|James Diller(17)                                       |  | 190,000                              |  | *       |  
|James H. Greene, Jr.(18)                               |  | 40,000                               |  | *       |  
|Kenneth Y. Hao(19)                                     |  | 40,000                               |  | *       |  
|John R. Joyce(20)                                      |  | 40,000                               |  | *       |  
|David Kerko(21)                                        |  | 10,000                               |  | *       |  
|Justine Lien(22)                                       |  | 10,000                               |  | *       |  
|Donald Macleod(23)                                     |  | 20,000                               |  | *       |  
|Bock Seng Tan(24)                                      |  | 40,000                               |  | *       |  
|All 18 directors and executive officers as a group(25) |  | 4,101,510                            |  | 1.7     | %



|* | Represents beneficial ownership of less than 1%.
|- | ------------------------------------------------



|(1) | Shares shown in the table above include shares held in the beneficial owners name or jointly with others, or in the name of a bank, nominee or trustee for the
beneficial owners account.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Bali Investments S.àr.l., or Bali, is a Luxembourg corporation, the shareholders of which include investment entities affiliated with KKR (such entities, as more
specifically defined below, the KKR Entities) and investment funds affiliated with Silver Lake (such funds, as more specifically defined below, the Silver Lake Funds). Messrs. Adam H. Clammer, James A. Davidson, Kenneth Y. Hao, John R. Joyce,
William J. Janetschek and Dr. Wolfgang Zettel, in their capacities as directors of Bali, may be deemed to have shared voting or dispositive power over these shares. Each of them, however, disclaims this beneficial ownership.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Shares shown in the table above consist of 150,274,441 shares beneficially owned by Bali, over which the KKR Entities may be deemed, as a result of their ownership of
Balis outstanding shares, to have shared voting or dispositive power. The KKR Entities disclaim this beneficial ownership except for the shares that are deemed to be held indirectly by the KKR Entities in which such funds have a pecuniary
interest.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | KKR Millennium Fund (Overseas), Limited Partnership, or Millennium Fund, as a shareholder of Bali, may be deemed to indirectly own 15,475,684 ordinary shares of Avago.
KKR Associates Millennium (Overseas), Limited Partnership is the sole general partner of Millennium Fund. KKR Millennium Limited is the sole general partner of KKR Associates Millennium (Overseas), Limited Partnership. KKR Associates Millennium
(Overseas), Limited Partnership and KKR Millennium Limited disclaim beneficial ownership of the ordinary shares indirectly owned by Millennium Fund.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | KKR European Fund, Limited Partnership, or European Fund, as a shareholder of Bali, may be deemed to indirectly own 30,814,161 ordinary shares of Avago. KKR Associates
Europe, Limited Partnership is the sole general partner of European Fund. KKR Europe Limited is the sole general partner of KKR Associates Europe, Limited Partnership. KKR Associates Europe, Limited Partnership and KKR Europe Limited disclaim
beneficial ownership of the ordinary shares indirectly owned by European Fund.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | KKR European Fund II, Limited Partnership, or European Fund II, as a shareholder of Bali, may be deemed to indirectly own 20,667,556 ordinary shares of Avago. KKR
Associates Europe II, Limited Partnership is the sole general partner of European Fund II. KKR Europe II Limited is the sole general partner of KKR Associates Europe II, Limited Partnership. KKR Associates Europe II, Limited Partnership and KKR
Europe II Limited disclaim beneficial ownership of the ordinary shares indirectly owned by European Fund II.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Avago Investment Partners, Limited Partnership, or AIP, as a shareholder of Bali, may be deemed to indirectly own 10,550,790 ordinary shares of Avago.
Avago Investment G.P., Limited is the sole general partner of AIP. KKR
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



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##### Table of Contents

| | Millennium GP LLC is a member of Avago Investment G.P., Limited. Avago Investment G.P., Limited and KKR Millennium GP LLC disclaim beneficial ownership of the ordinary shares indirectly owned by
AIP.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Each of KKR Fund Holdings L.P., or KKR Fund Holdings (as the sole shareholder of KKR Millennium Limited, KKR Europe Limited and KKR Europe II Limited and the designated
member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited, or KKR Fund Holdings GP (as a general partner of KKR Fund Holdings); KKR Group Holdings L.P., or KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general
partner of KKR Fund Holdings); KKR Group Limited, or KKR Group (as the general partner of KKR Group Holdings); KKR & Co. L.P., or KKR & Co. (as the sole shareholder of KKR Group); and KKR Management LLC (as the general partner of
KKR & Co.) may also be deemed to be the beneficial owner of the securities held by Millennium Fund, European Fund and European Fund II.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | KKR Partners (International), Limited Partnership, or KKR Partners, as a shareholder of Bali, may be deemed to indirectly own 2,736,160 ordinary shares of Avago. KKR
1996 Overseas, Limited is the sole general partner of KKR Partners, but disclaims beneficial ownership of the ordinary shares indirectly owned by KKR Partners.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | As the designated members of KKR Management LLC, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by
Millennium Fund, European Fund and European Fund II but disclaim beneficial ownership of such securities. As directors of KKR 1996 Overseas, Limited, Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W.
Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Joseph Y. Bae, Brian F. Carroll, Scott C. Nuttal and William J. Janetschek may be deemed to be the beneficial owner of the securities held by
KKR Partners but disclaim beneficial ownership of such securities. The entities named in this note (3) are sometimes referred to as the KKR Entities. Adam H. Clammer, James H. Greene Jr. and David Kerko are members of our board of directors and
are executives of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The address of the KKR Entities (other than Millennium Fund, European Fund, European Fund II, KKR Partners and AIP) and the individuals named in this
footnote 3 is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | The above referenced shares are indirectly owned through the KKR Entities investments in Bali, which directly holds shares in Avago.
| | -------------------------------------------------------------------------------------------------------------------------------------



|(4) | The 150,274,441 shares shown in the table above are directly held and beneficially owned by Bali. Silver Lake Partners II Cayman, L.P., or SLP II Cayman, and Silver
Lake Technology Investors II Cayman, L.P., or SLTI II Cayman, together own approximately 45.6% of Balis outstanding shares. For ease of reference, SLP II Cayman and SLTI II Cayman are collectively referred to as the Silver Lake
Funds in this footnote.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | By virtue of their 45.6% stake in Bali, the Silver Lake Funds may be deemed to have shared voting or dispositive power over the 150,274,441 shares held by Bali. The
Silver Lake Funds, however, disclaim this beneficial ownership, except for the 68,518,966 ordinary shares (or 45.6% of the 150,274,441 shares) that are deemed to be held indirectly by them and in which they have a pecuniary interest. Of these
68,518,966 shares, 68,324,727 shares are attributable to SLP II Cayman, and the other 194,239 shares are attributable to SLTI II Cayman.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Silver Lake Technology Associates II Cayman, L.P., or SLTA II Cayman, is the general partner of SLP II Cayman. Silver Lake (Offshore) AIV GP II, Ltd. is (a) the
general partner of each of SLTA II Cayman and SLTI II Cayman and (b) a member of Avago Investment G.P., Limited. Silver Lake (Offshore) AIV GP II, Ltd. disclaims beneficial ownership of the ordinary shares indirectly owned by the Silver Lake
Funds and AIP (as defined in Footnote (3) above), except to the extent of its pecuniary interest therein.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Messrs. James A. Davidson, Glenn H. Hutchins, David J. Roux, Alan K. Austin, John R. Joyce, Michael J. Bingle, Egon Durban, Greg Mondre and Kenneth Y. Hao serve as
directors of Silver Lake (Offshore) AIV GP II, Ltd. They disclaim beneficial ownership of the ordinary shares indirectly owned by the Silver Lake Funds and AIP, except to the extent of their pecuniary interests therein.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Seletar Investments Pte Ltd, or Seletar, is directly wholly-owned by Temasek Capital (Private) Limited, or Temasek Capital, which is wholly-owned by Temasek Holdings
(Private) Limited, or Temasek. Seletar, Temasek Capital and Temasek are Singapore companies. No individual has beneficial ownership over the 19,729,734 ordinary shares. Voting and investment decisions relating to these securities are made by the
board of directors of Seletar, which is currently comprised of Mr. Syn Yi Ming and Ms. Michelle Git. The Seletar board of directors acts by majority vote and no board member may act individually to vote or sell these ordinary shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Geyser Investment Pte. Ltd. shares the power to vote and power to dispose of these securities with each of GIC Special Investments Pte. Ltd. and the
Government of Singapore Investment Corporation Pte. Ltd., each of which is a Singapore private limited company. No individual has beneficial ownership over these securities. Voting and investment decisions
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



37



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##### Table of Contents

| | relating to these securities are made by the GIC Special Investments Pte. Ltd. investment committee, which is currently comprised of eight members: Teh Kok Peng, Ng Kin Sze, Ang Eng Seng, Kunna
Chinniah, Tay Lim Hock, Eugene Wong, John Tang and Mayukh Mitter. The investment committee acts by majority vote and no member may act individually to vote or sell these securities. Beneficial ownership is disclaimed by the investment committee and
its members.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Shares shown in the table above include 1,459,102 shares that Mr. Hock E. Tan has the right to acquire within 60 days after January 4, 2010 upon the
exercise of share options. Includes 43,513 shares held by Robert M. Mitchell as Trustee for the Irrevocable Trust Agreement FBO J. Douglas Tan, dated January 31, 2003, 43,513 shares held by Robert M. Mitchell as Trustee for the Irrevocable
Trust Agreement FBO J. Nicholas Tan, dated January 31, 2003, 43,513 shares held by Robert M. Mitchell as Trustee for the Irrevocable Trust Agreement FBO Y. Eva Tan, dated January 31, 2003 and 43,513 shares held by K. Lisa Yang as Trustee
for the K. Lisa Yang and Hock E. Tan Dynasty Trust, dated June 17, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Shares shown in the table above include 60,000 shares that Mr. Bettinger has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options. Shares shown in the table above include 8,726 shares held by Douglas R. Bettinger as Trustee for the Bettinger Family Revocable Trust, dated June 6, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Shares shown in the table above consist of 340,481 shares that Mr. Ingram has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Shares shown in the table above consist of 35,000 shares that Mr. Ooi has the right to acquire within 60 days after January 4, 2010 upon the exercise of share
options.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | Shares shown in the table above consist of 48,000 shares that Ms. McCall has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(12) | Mr. Bian-Ee Tan resigned from the Company in December 2008.
|---- | -----------------------------------------------------------



|(13) | Ms. Danesh resigned from the Company in September 2009. Shares shown in the table above consist of 10,451 shares held by Fariba Danesh as Trustee for the Fariba
Danesh Revocable Trust, dated June 28, 2001.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(14) | Shares shown in the table above consist of 895,832 shares that Mr. Chang has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(15) | Mr. Clammer is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Shares shown in the table above consist of 40,000
shares that Mr. Clammer has the right to acquire within 60 days after January 4, 2010 upon the exercise of share options.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(16) | As disclosed in Footnote (4) above, Mr. Davidson is a director of Silver Lake (Offshore) AIV GP II, Ltd. He also serves as a member of our board of directors.
In April 2006, we granted Mr. Davidson an option to purchase up to 50,000 shares of our ordinary shares. The 40,000 shares listed next to his name in the table above represent the vested and exercisable portion of such option within 60 days of
January 4, 2010.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(17) | Shares shown in the table above include 40,000 shares that Mr. Diller has the right to acquire within 60 days after January 4, 2010 upon the exercise of share
options.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(18) | Mr. Greene is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Shares shown in the table above include 40,000
shares that Mr. Greene has the right to acquire within 60 days after January 4, 2010 upon the exercise of share options.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(19) | As disclosed in Footnote (4) above, Mr. Hao is a director of Silver Lake (Offshore) AIV GP II, Ltd. He also serves as a member of our board of directors. In
April 2006, we granted Mr. Hao an option to purchase up to 50,000 shares of our ordinary shares. The 40,000 shares listed next to his name in the table above represent the vested and exercisable portion of such option within 60 days of
January 4, 2010.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | As disclosed in Footnote (4) above, Mr. Joyce is a director of Silver Lake (Offshore) AIV GP II, Ltd. He also serves as a member of our board of directors. In
April 2006, we granted Mr. Joyce an option to purchase up to 50,000 shares of our ordinary shares. The 40,000 shares listed next to his name in the table above represent the vested and exercisable portion of such option within 60 days of
January 4, 2010.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(21) | Mr. Kerko is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Shares shown in the table above consist of 10,000
shares that Mr. Kerko has the right to acquire within 60 days after January 4, 2010 upon the exercise of share options.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(22) | Shares shown in the table above consist of 10,000 shares that Ms. Lien has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(23) | Shares shown in the table above consist of 20,000 shares that Mr. Macleod has the right to acquire within 60 days after January 4, 2010 upon the exercise of
share options.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(24) | Shares shown in the table above include 10,000 shares that Mr. Tan has the right to acquire within 60 days after January 4, 2010 upon the exercise of share
options.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(25) | Shares shown in the table above include 3,128,415 shares that directors and executive officers have the right to acquire within 60 days after January 4, 2010 upon
the exercise of share options.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EQUITY COMPENSATION PLAN INFORMATION

We have four equity compensation plans that have been approved by our shareholders: the Executive Plan, the Senior Management Plan
(together, the Prior Plans), the 2009 Plan and the Avago Technologies Limited Employee Share Purchase Plan (ESPP). Upon the conclusion of our IPO, we ceased to make grants under the Prior Plans. As of January
15, 2010, the ESPP, although approved by the Board and our shareholders, has not been implemented.

The following table sets
forth the number and weighted-average exercise price of ordinary shares to be issued upon exercise of outstanding options, warrants and rights, and the number of securities remaining available for future issuance under all of our equity compensation
plans, at November 1, 2009.



|                                                       |  |                                                                                               |  |                                                                            |       |                                                                                                                                              |            |    
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ---
|Plan Category                                          |  | Number ofOrdinary Shares tobe Issued uponExercise ofOutstandingOptions, Warrantsand Rights(a) |  | Weighted-AverageExercise Price ofOutstandingOptions, Warrantsand
Rights(b) |       | Number of OrdinaryShares
RemainingAvailable for FutureIssuance UnderEquity CompensationPlans (ExcludingSecurities Reflected inColumn (a))(c) |           
|Equity compensation plans approved by shareholders     |  | 23,524,763                                                                                    |  | $                                                                          | 8.685 |                                                                                                                                              | 20,051,868 | (1)
|                                                       |  |                                                                                               |  |                                                                            |       |                                                                                                                                              |            |    
|Equity compensation plans not approved by shareholders |  |                                                                                              |  |                                                                            |       |                                                                                                                                              |           |    
|                                                       |  |                                                                                               |  |                                                                            |       |                                                                                                                                              |            |    
|Total                                                  |  | 23,524,763                                                                                    |  |                                                                            |       |                                                                                                                                              | 20,051,868 | (1)
|                                                       |  |                                                                                               |  |                                                                            |       |                                                                                                                                              |            |    



|(1) | Reflects ordinary shares available for grant under the 2009 Plan, including ordinary shares subject to outstanding awards under the Prior Plans that are cancelled,
forfeited or lapse unexercised, which shares become available for future issuance under the 2009 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other
than compensation, employment and other arrangements described above under Director Compensation, Executive Compensation and as set forth below, since November 2, 2008, there was not, nor is there currently planned, any
transaction or series of similar transactions to which we were or will be a party:



| |  | in which the amount involved exceeded or will exceed $120,000; and
|- |  | ------------------------------------------------------------------



| |  | in which any director, nominee, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will
have a direct or indirect material interest.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Share Issuances and Repurchases

On March 31, 2009, Mr. Bian-Ee Tan exercised his option to purchase 1,080,000 ordinary shares from us at an exercise per share
purchase price of $5.00 per share, but surrendered 505,618 of the ordinary shares issuable upon such exercise in satisfaction of the exercise price. The aggregate purchase price of $5,400,000 represents the value attributed to the ordinary shares
that were surrendered.

Each participant in the Executive Plan entered into a Management Shareholders Agreement, which
provided us with a call right whereby we could repurchase shares upon a termination of employment or upon certain other events. In connection the departure of Mr. Bian-Ee Tan, our former Chief Operating Officer, in December 2008, we exercised
our right to repurchase 400,000 shares owned by Mr. Bian-Ee Tan at a per share price of $8.12, as determined by the Management Shareholders Agreement, for an aggregate consideration of $3,248,000. By operation of Singapore law, as a result of
the completion of our IPO, we are no longer permitted to repurchase our shares in selective off-market transactions. As such, our call right under the Management Shareholders Agreement is no longer effective.

Second Amended and Restated Shareholder Agreement

The Equity Investors invested approximately $1,300 million in our business as part of the SPG Acquisition. In connection with the closing of the SPG Acquisition, we entered into a shareholder agreement
with the Equity Investors, other than members of management, who are party to separate agreements. In connection with our IPO, we and the Equity Investors amended and restated the shareholder agreement to delete or curtail provisions that became
inoperative or unnecessary upon us becoming a public company. Set forth below is a description of the Second Amended and Restated Shareholder Agreement, referred to throughout this Form 10-K/A as the Shareholder Agreement.

Board Composition. The Shareholder Agreement provides that, subject to election by our shareholders at each annual general
meeting, certain of our shareholders have the right to designate director nominees to our Board as follows:



| |  |  | three designees of KKR for so long as KKR and its affiliates either continue to own, directly or indirectly, at least 24% of our outstanding ordinary
shares or have not transferred any shares to an unaffiliated third-party, provided that KKR has the right to designate two directors for so long as KKR and its affiliates continue to own, directly or indirectly, at least 15% of our outstanding
ordinary shares and one director for so long as KKR and its affiliates continue to own, directly or indirectly, at least 5% of our outstanding ordinary shares;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | three designees of Silver Lake for so long as Silver Lake and its affiliates either continue to own, directly or indirectly, at least 24% of our
outstanding ordinary shares or have not transferred any shares to an unaffiliated third-party, provided that Silver Lake has the right to designate two directors for so long as Silver Lake and its affiliates continue to own, directly or indirectly,
at least 15% of our outstanding ordinary shares and one director for so long as Silver Lake and its affiliates continue to own, directly or indirectly, at least 5% of our outstanding ordinary shares;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | one designee of Seletar, an affiliate of Temasek Capital (Private) Limited, so long as it either continues to own, directly or indirectly, 2.5% of our
outstanding shares and has not sold any of its shares, or continues to own, directly or indirectly, 5% of our outstanding shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our Chief Executive Officer; and
| | - |  | --------------------------------



| |  |  | three other directors mutually agreeable to the Sponsors.
| | - |  | ---------------------------------------------------------

The number of other directors mutually agreeable to the Sponsors may be increased from time to time with the Sponsors prior approval,
however, the Sponsors may revoke such approval at any time and immediately remove the excess director from the Board. The Sponsors have currently provided approval to permit the number



40



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##### Table of Contents

of other directors to be four. However, with effect from the date of Mr. Changs resignation, the number of other directors will revert to three.

Each of KKR, Silver Lake and Seletar has the right to remove and replace its director-designees at any time and for any reason and to fill
any vacancies otherwise resulting in such director positions. If the number of directors that an Equity Investor is entitled to designate is reduced, any vacant seats on our Board will be filled by the Board acting in accordance with its nomination
and governance procedures.

One designee of Geyser, so long as Geyser either continues to own, directly or indirectly, 2.5% of
our outstanding shares and has not sold any of its shares, or continues to own, directly or indirectly, 5% of our outstanding shares, has the right to attend all meetings of the Board, and such designee will be provided with copies of all materials
provided to the members of the Board.

Each of KKR and Silver Lake has the right to designate one member to each committee of
the Board, so long as such Sponsor has the right to designate one or more director nominees to the Board and subject to compliance with applicable federal securities laws and the requirements of the U.S. exchange on which our ordinary shares are
traded.

The rights with respect to board composition described here will terminate upon a change in control transaction.

Sponsor Approval. The Shareholder Agreement provides that the following actions by us or any of our subsidiaries
require approval of the Sponsors for so long as the Sponsors own 50% or more of our outstanding ordinary shares:



| |  |  | changing the size or composition of our Board;
| | - |  | ----------------------------------------------



| |  |  | entering into a change of control transaction;
| | - |  | ----------------------------------------------



| |  |  | acquiring or disposing of assets or entering into joint ventures with a value in excess of $300 million;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | incurring indebtedness in excess of $300 million;
| | - |  | -------------------------------------------------



| |  |  | filing for voluntary liquidation, dissolution, receivership, bankruptcy or similar insolvency proceeding;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | entering into certain transactions with the Sponsors or any of their affiliates;
| | - |  | --------------------------------------------------------------------------------



| |  |  | making material changes in the nature of the our business or our subsidiaries business; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | amending, waiving or otherwise modifying certain shareholder agreements.
| | - |  | ------------------------------------------------------------------------

The Sponsors previously consented to the Boards appointment of Mr. Diller, Ms. Lien and Mr. Macleod to the Board.
Ms. Lien resigned in January 2008 for personal reasons and rejoined the Board in June 2008.

Co-Investor
Protections. The Shareholder Agreement provides that, other than actions specifically set forth therein, we will not take any action in respect of any class of our shares that has a materially disproportionate effect on specified Equity
Investors other than the Sponsors (the Co-Investors), as compared to the Sponsors, in their capacity as shareholders of such class of shares, without first obtaining the prior written consent of the Co-Investors holding a majority
of such class of shares then held by the Co-Investors.

Transfer Restrictions. Within two years after our IPO, neither
KKR nor Silver Lake may transfer its shares without the approval of the other Sponsor, subject to certain permitted transfers. No Co-Investor may transfer its shares without the approval of the Sponsors, except (i) to permitted transferees,
(ii) in a transfer in connection with a sale pursuant to the Registration Rights Agreement described under Registration Rights Agreement, or (iii) if either Sponsor has reduced the number of shares it holds relative to
the number of shares initially held by it, each Co-Investor may sell up to the number of shares as would cause such Co-Investor to reduce the



41



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##### Table of Contents

number of shares it holds in the same proportion as that of such Sponsor. These transfer restrictions will terminate upon a change of control transaction unless terminated earlier by the
Sponsors.

Tag Along Right. Prior to making any transfer of shares (other than certain customary permitted transfers,
transfers in connection with sales pursuant to the Registration Rights Agreement, transfers pursuant to Rule 144 and certain distributions and charitable contributions), any prospective selling Sponsor must provide written notice to each Co-Investor
setting forth the terms of such proposed transfer. Each Co-Investor may elect to sell up to its pro rata portion of the shares (based upon the ownership of such shares by the transferring Sponsor and all persons entitled to participate in such
transfer) to be sold in such transfer. This tag along right will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Drag Along Right. If the Sponsors approve a change of control transaction, each Co-Investor will be required to vote in favor of and not oppose such transaction and, if structured as a sale of
shares, sell its shares to a prospective buyer on the same terms that are applicable to the Sponsors. This drag along right will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Information Rights. We have agreed to provide to the Equity Investors, so long as the applicable Equity Investor owns at least 2.5%
of our outstanding ordinary shares, monthly financial information. We have agreed to provide to each shareholder party to the Shareholder Agreement the necessary information for the preparation of such shareholders income tax returns. So long
as the applicable Equity Investor owns at least 5% of our outstanding ordinary shares, we have granted such Equity Investor rights to inspect our facilities, records, files and other information, and to meet with our management and outside
accountants. Each shareholder party to the Shareholder Agreement agrees to keep confidential the confidential information obtained from us. The information rights will expire upon a change in control transaction.

Termination. The Shareholder Agreement may be amended or terminated, and the provisions thereof waived, by an agreement in writing
signed by us and the Equity Investors holding not less than 70% of our outstanding ordinary shares held by all Equity Investors. If any amendment would adversely affect the rights of a particular Equity Investor or adversely impose additional
material obligations on a particular Equity Investor, then the consent of such particular Equity Investor is required for the amendment.

Advisory Agreement

In December 2005, in connection with the closing of the SPG Acquisition, we and our
indirect subsidiary Avago Technologies International Sales Pte. Limited, a Singapore private limited company, entered into the Advisory Agreement, pursuant to which we retained KKR and Silver Lake to provide general executive, management and other
services as mutually agreed by us and KKR and Silver Lake, for which we paid each of them advisory fees of $625,000 per quarter, subject to a 5% increase each fiscal year during the agreements term (beginning in December 2005) and reimbursed
them for their out-of-pocket expenses. For the years ended October 31, 2007 and November 2, 2008, we recorded $5 million and $6 million, respectively, in connection with the Advisory Agreement.

For fiscal year 2009, we paid the Sponsors an aggregate of $61 million pursuant to the Advisory Agreement, with one half of such amount paid
to each Sponsor. This amount consisted of an aggregate of $4 million of quarterly fees, an IPO advisory fee in amount equal to 1% of the proceeds to us from the IPO, or $3 million, and a termination payment of approximately $54 million in connection
with the termination of the Advisory Agreement upon the closing of the IPO, in each case in accordance with the terms of the Advisory Agreement.

Indemnification; Costs and Fees

We provide customary indemnification to the Equity Investors for liabilities
arising from their ownership of our ordinary shares and from the SPG Acquisition. We will pay all reasonable fees and expenses incurred by the



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Equity Investors from and after the closing of the SPG Acquisition in connection with the Equity Investors enforcement of their rights under the Shareholder Agreement, Registration Rights
Agreement and our Articles of Association.

We have entered into indemnity agreements with all our directors and executive
officers and intend to continue doing so in the future. The indemnity agreement provides, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company, subject to and to the
fullest extent permitted under the Singapore Companies Act, as amended, and our articles of association.

Registration Rights Agreement

We are party to a registration rights agreement (the Registration Rights Agreement) which provides the
Sponsors the right to demand that we file a registration statement and the Sponsors and the Co-Investors the right to request that their shares be covered by a registration statement that we are otherwise filing, subject to certain limitations.
During the first two years after our IPO, upon the request of both Sponsors, we may be required to initiate an unlimited number of registrations under the Securities Act in order to register the resale of their ordinary shares with an anticipated
aggregate offering price of at least $50 million in the case of a long-form registration and $20 million in the case of a short-form registration. After the second anniversary of our IPO, each Sponsor may require us to
initiate three long-form registrations, provided that each has an aggregate offering price of at least $50 million, and an unlimited number of short-form registrations, provided that each has an aggregate offering price of at
least $20 million, under the Securities Act in order to register the resale of their ordinary shares. The minimum offering amounts may be reduced with the approval of the Sponsors. In the event that we propose to register any of our securities under
the Securities Act, either for our own account or for the account of other security holders, the Sponsors and Co-Investors are entitled to notice of such registration and are entitled to certain piggyback registration rights allowing
them to include their ordinary shares in such registration, subject to certain marketing and other limitations. We may, in certain circumstances, defer such registrations. In addition, in an underwritten offering, including an underwritten initial
public offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of registrable securities such holders may include. Any such limitations on the number of registrable securities that may be
included by such holders must be on a pro rata basis. The Registration Rights Agreement also contains customary cross-indemnification provisions.

In fiscal year 2009, in connection with our IPO, we and the selling shareholders in our IPO, which included Bali Investments S.àr.l., Seletar, Geyser and some of our executive officers, incurred
total offering expenses, excluding underwriting discounts and commissions, of approximately $8 million. We paid all the expenses of the IPO, including expenses of the selling shareholders, other than the underwriting discounts and commissions
attributable to shares sold by the selling shareholders, pursuant to the Registration Rights Agreement.

Participants in our
Executive Plan are party to a Management Shareholders Agreement that provides them piggyback registration rights alongside with the Sponsors and Co-Investors.

Management Shareholders Agreement

Each participant in the Executive Plan,
including each executive officer, as well as certain participants in our Senior Management Plan, has entered into a Management Shareholders Agreement with us and our controlling shareholder, Bali Investments S.àr.l., in connection with the
executives purchase of shares pursuant to the Executive Plan. Each Management Shareholders Agreement provides the Company with certain rights that effectively restrict the transfer of ordinary shares until a change of control transaction or
the later of five years from the date of purchase, or in the case of shares acquired upon the exercise of options, the date of grant of such



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options, absent Bali-Investments and our prior written consent. The restrictive rights provided to us by these agreements include a right of first refusal whereby we may purchase any shares
offered to a third-party, a call right whereby we may repurchase shares upon a termination of employment or upon certain other events and a bring along right whereby Bali Investments S.àr.l. can require participants to sell shares along side
Bali Investments. Each executive holds a put right whereby the executive can require us to repurchase shares upon the executives death or permanent disability, a tag-along right whereby each executive may require Bali Investments
S.àr.l. or its successor to allow the executive to sell along side Bali Investments in certain sales, and piggyback registration rights allowing the executive to sell along side Bali Investments in a public offering. By operation
of Singapore law, as a result of the completion of our IPO, we are no longer permitted to repurchase our shares in selective off-market transactions. As such, the right of first refusal, call right and put right referred to above are no longer
effective.

Other Relationships

Capstone Equity Investors LLC (Capstone), an affiliate of KKR Capstone, a consulting company that works exclusively with KKR and its portfolio companies, was granted an option to
purchase 800,000 ordinary shares with an exercise price of $5.00 per share on February 3, 2006. One half of these options vests over four years, and the other half vests upon the achievement of certain company financial performance metrics.
These options are subject to variable accounting and we recorded a charge of less than $1 million for Fiscal Year 2009 related to the issuance of these options. In connection with our IPO, Capstone partially exercised this option with respect to an
aggregate of 77,840 ordinary shares and sold those shares in our IPO. We received option exercise proceeds of $389,200 from Capstone as a result of this option exercise.

Until July 31, 2009, investment funds affiliated with Silver Lake were investors in Flextronics International Ltd. and Mr. James A. Davidson, a director, also serves as a director of
Flextronics. In the ordinary course of business, we continue to sell to Flextronics, which during Fiscal Year 2009 accounted for $100 million of revenue from continuing operations. Trade accounts receivable due from Flextronics as of
November 1, 2009 was $16 million.

Mr. John R. Joyce, a director, also serves as a director of Hewlett-Packard
Company effective July 2007. In the ordinary course of business, we continue to sell to Hewlett-Packard Company, which in Fiscal Year 2009 accounted for $37 million of net revenue from continuing operations. Trade accounts receivable due from
Hewlett-Packard Company as of November 1, 2009 was $4 million. We also use Hewlett-Packard Company as a service provider for information technology services. For Fiscal Year 2009, operating expenses include $19 million for services provided by
Hewlett-Packard Company.

Mr. James V. Diller, a director, is also a director of PMC-Sierra, Inc. In the ordinary
course of business, we continue to sell to PMC-Sierra, which in Fiscal Year 2009 accounted for $1 million of net revenue from continuing operations.

Procedures for Approval of Related Person Transactions

As provided by our Audit Committee Charter, the Audit Committee must
review all related party transactions on an ongoing basis and all such transactions must be approved by the Audit Committee. In approving or rejecting the proposed agreement, our Audit Committee considers the relevant facts and circumstances
available and deemed relevant to the Audit Committee, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the
impact on a directors independence. Our written Code of Ethics and Business Conduct requires that directors, officers and employees make appropriate disclosure of potential conflicts of interest situations to the Nominating and Corporate
Governance Committee or the Audit Committee, in the case of directors and officers, and the supervisor, who will then seek authorization from our compliance officer, in the case of employees.



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DIRECTOR INDEPENDENCE

Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with
us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The Board has made the determination that transactions or relationships between the Company and an entity where a director of
the Company serves as a non-management director and/or is the beneficial owner, directly or indirectly of less that 10% of such entity, or where a director of the Company serves on a non-management advisory board of, or in a non-employee advisory
capacity to, such an entity are presumed immaterial for the purposes of assessing a directors independence. As a result of its review, our Board determined that Messrs. Diller, Macleod and Bock Seng Tan and Ms. Lien, representing four of
our twelve directors, are independent directors as defined under the applicable rules and regulations of the SEC and the Nasdaq Stock Market.

Controlled Company

Bali Investments S.àr.l., an entity controlled
by investment funds affiliated with KKR and Silver Lake, presently owns more than 50% of our outstanding voting securities and we are therefore considered a controlled company within the meaning of the Nasdaq Stock Market rules. Pursuant
to this exception, we are presently exempt from the rules that would otherwise require that our Board be comprised of a majority of independent directors and that our Compensation Committee and Nominating and Corporate Governance Committee be
comprised entirely of independent directors. The controlled company exception does not modify the independence requirements for the Audit Committee, and we comply with the requirements of the Sarbanes-Oxley Act and the Nasdaq Stock
Market rules, requiring that our Audit Committee be comprised exclusively of independent directors. If we cease to be considered a controlled company within the meaning of the Nasdaq Stock Market rules, we intend to transition to a Board
comprised of a majority of independent directors, and to a Compensation Committee and Nominating and Corporate Governance Committee comprised entirely of independent directors during the applicable transition periods prescribed by the Nasdaq Stock
Market rules.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Set forth below are the aggregate fees charged to the Company for the services performed by our independent registered public accounting firm, PricewaterhouseCoopers LLP, relating to Fiscal Year 2009 and
Fiscal Year 2008.



|                   |  |                  |       |                 |   |      
|------------------ |  | ---------------- | ----- | --------------- | - | -----
|                   |  | Fiscal Year2009  |       | Fiscal Year2008
|                   |  | ($ in thousands)
|Audit Fees         |  | $                | 2,407 |                 | $ | 4,083
|Audit-Related Fees |  |                  | 21    |                 |   | 25   
|Tax Fees           |  |                  | 105   |                 |   |     
|All Other Fees     |  |                  | 3     |                 |   | 3    
|                   |  |                  |       |                 |   |      
|Total              |  | $                | 2,536 |                 | $ | 4,111
|                   |  |                  |       |                 |   |      

Audit Fees consist of fees for professional services provided in connection
with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by the independent registered public accounting firm in connection with
statutory and regulatory filings or engagements for those fiscal years, such as statutory audits. The fees also include services in connection with our IPO, preparation for which began during Fiscal Year 2008, including comfort letters, consents and
review of documents filed with the SEC.

Audit-Related Fees consist of fees for assurance and related services by our
independent registered public accounting firm that are reasonably related to the performance of the audit or review of our consolidated financial statements and not included in Audit Fees. In Fiscal Year 2009 and Fiscal Year 2008, these fees



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primarily related to implementation and compliance with the Sarbanes-Oxley Act of 2002 during Fiscal Year 2009 and Fiscal Year 2008, and related to providing a certification to the Singapore
Economic Development Board in connection with our tax incentive arrangements in Singapore, in Fiscal Year 2009.

Tax
Fees consist of fees incurred for a tax transfer pricing study.

All Other Fees consist of fees for professional
services rendered by our independent registered public accounting firm for permissible non-audit services. In Fiscal Year 2009 and Fiscal Year 2008, these fees consisted of a license for specialized accounting research software.

In considering the nature of the services provided by PricewaterhouseCoopers LLP, the Audit Committee determined that such services are
compatible with the provision of independent audit services. The Audit Committee discussed these services with PricewaterhouseCoopers LLP and our management to determine that they are permitted under the rules and regulation concerning independent
registered public accounting firms independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

Except as stated above, there were no other fees billed by PricewaterhouseCoopers LLP for Fiscal Years 2008 and 2009. The Audit Committee
considers the provision of these services to be compatible with maintaining the independence of our independent registered public accounting firm.

Audit Committee Pre-Approval Policy

The Audit Committee is
responsible for selecting the independent registered public accounting firm to be employed by us to audit our financial statements, subject to approval by our shareholders for appointment. The Audit Committee also assumes responsibility for the
retention, compensation, oversight and termination of any independent auditor employed by us. All engagements with the Companys independent registered accounting firm, regardless of amount, must be authorized in advance by the Audit Committee.
The Audit Committee has delegated its pre-approval authority to the Chairperson of the Audit Committee, provided that any matters approved in such manner are presented to the Audit Committee at its next meeting. Pursuant to the charter of the Audit
Committee, committee approval of non-audit services (other than review and attest services) is not required, if such services fall within available exceptions established by the SEC. However, to date, the Audit Committees policy has been to
approve all services provided by the Companys independent registered accounting firm. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with the committees pre-approval, and the fees for the services performed to date.

During Fiscal Years 2008 and 2009, all services provided to us by PricewaterhouseCoopers LLP were approved by the Audit Committee pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a) Documents filed as part of this Annual Report on Form 10-K/A:

3. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed
with or incorporated by reference in this on Form 10-K/A.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



AVAGO TECHNOLOGIES LIMITEDBy:

/S/    HOCK E.
TANName:

Hock E. TanTitle:

President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated.



|                                                 |  |                                                                                                                  |  |                 
|------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------- |  | ----------------
|Signature                                        |  | Title                                                                                                            |  | Date            
|                                                 |  |                                                                                                                 
|/S/    HOCK E.
TAN Hock E. Tan                   |  | President and Chief Executive Officer and Director (Principal Executive Officer)                                 |  | January 15, 2010
|                                                 |  |                                                                                                                 
|/S/    DOUGLAS R.
BETTINGER Douglas R. Bettinger |  | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | January 15, 2010
|                                                 |  |                                                                                                                 
|*                                                |  | Chairman of the Board of Directors                                                                               |  | January 15, 2010
|Dick M. Chang                                    |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|Adam H. Clammer                                  |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|James A. Davidson                                |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|                                                 |  | Director                                                                                                         |  |                 
|James Diller                                     |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|James H. Greene, Jr.                             |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|                                                 |  | Director                                                                                                         |  |                 
|Kenneth Y. Hao                                   |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|John R. Joyce                                    |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|                                                 |  | Director                                                                                                         |  |                 
|David M. Kerko                                   |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|Justine Lien                                     |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|                                                 |  | Director                                                                                                         |  |                 
|Donald Macleod                                   |  |                                                                                                                  |  |                 
|                                                 |  |                                                                                                                 
|*                                                |  | Director                                                                                                         |  | January 15, 2010
|Bock Seng Tan                                    |  |                                                                                                                  |  |                 



|     |  |                                        |  |  |  |                 
|---- |  | -------------------------------------- |  |  |  | ----------------
|*By: |  | /S/    DOUGLAS R.
BETTINGER            |  |  |  |                 
|     |  | Douglas R. Bettinger, Attorney-in-Fact |  |  |  | January 15, 2010



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EXHIBIT INDEX



|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                          |  |               |  | 
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                      |  | Incorporated by referenced
herein                                                                        |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                  |  | Form                                                                                                     |  | Filing Date   |  | 
|2.1#       |  | Asset Purchase Agreement, dated August 14, 2005, between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd.                                                                                                                                                              |  | Agilent Technologies, Inc. Current Report on Form 8-K (Commission File No. 001-15405)                    |  | Aug. 15, 2005 |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.2#       |  | Amendment No. 1 to the Asset Purchase Agreement, dated November 30, 2005, between Agilent Technologies, Inc. and Avago Technologies Limited.                                                                                                                                     |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.3#       |  | Amendment No. 2 to the Asset Purchase Agreement, dated December 29, 2006, between Agilent Technologies, Inc. and Avago Technologies Limited.                                                                                                                                     |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.4#       |  | Purchase and Sale Agreement, dated October 28, 2005, among Avago Technologies Pte. Limited, Avago Technologies Storage Holding (Labuan) Corporation, other sellers, PMC-Sierra, Inc.
and Palau Acquisition Corporation (PMC Purchase and Sale Agreement).                      |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.5        |  | Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006.                                                                                                                                                                                                               |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Sep. 29, 2006 |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.6#       |  | Purchase and Sale Agreement, dated February 17, 2006, among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan) Corporation, other sellers, Marvell Technology
Group Ltd. and Marvell International Technology Ltd. (Marvell Purchase and Sale Agreement). |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.7        |  | Amendment No. 1 to Marvell Purchase and Sale Agreement, dated April 11, 2006.                                                                                                                                                                                                    |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                  |  |                                                                                                         
|2.8#       |  | Purchase and Sale Agreement, dated November 17, 2006, by and among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan)                                                                                                                                       |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Jul. 21, 2009 |  | 



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|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                        |  |               |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                             |  | Incorporated by referenced
herein                                                      |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  | Form                                                                                   |  | Filing Date   |  | 
|           |  | Corporation, Avago Technologies Sensor (U.S.A.) Inc., other sellers and Micron Technology, Inc.                                                                                                                                                                                                                                                         |  |                                                                                        |  |               |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|2.9#       |  | Asset Purchase Agreement, dated October 31, 2007, by and among Avago Technologies Limited, Avago Technologies General IP (Singapore) Pte. Ltd., other sellers and Lite-On Technology
Corporation (Lite-On Asset Purchase Agreement).                                                                                                                  |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|2.10#      |  | Amendment No. 1 to Lite-On Asset Purchase Agreement and Non-Competition Agreement, dated January 8, 2008.                                                                                                                                                                                                                                               |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|2.11       |  | Amendment No. 2 to Lite-On Asset Purchase Agreement, dated January 21, 2009.                                                                                                                                                                                                                                                                            |  | Amendment No. 5 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 27, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|2.12#      |  | Asset Purchase Agreement, dated June 25, 2008, by and among Avago Technologies GmbH, Avago Technologies International Sales Pte. Ltd., Avago Technologies Wireless IP (Singapore)
Pte. Ltd., Avago Technologies Finance Pte. Ltd. and Infineon Technologies AG.                                                                                         |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|3.1        |  | Memorandum and Articles of Association.                                                                                                                                                                                                                                                                                                                 |  | Current Report on Form 8-K (Commission File No. 001-34428).                            |  | Aug. 14, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|4.1        |  | Form of Specimen Share Certificate for Registrants Ordinary Shares.                                                                                                                                                                                                                                                                                    |  | Amendment No. 3 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 14, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                       
|4.2        |  | Second Amended and Restated Shareholder Agreement, dated August 11, 2009, among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II
Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund |  | Current Report on Form 8-K (Commission File No. 001-34428).                            |  | Aug. 14, 2009 |  | 



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|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                          |  |               |  | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Incorporated by referenced
herein                                                                        |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Form                                                                                                     |  | Filing Date   |  | 
|           |  | II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments
S.àr.l., Seletar Investments Pte Ltd, Geyser Investment Pte. Ltd. and certain other Persons.                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                          |  |               |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                         
|4.3        |  | Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P.,
Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors
LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte Ltd, Geyser Investment Pte. Ltd. and certain other Persons (Registration Rights Agreement). |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Sep. 29, 2006 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                         
|4.4        |  | Amendment to Registration Rights Agreement, dated August 21, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Registration Statement on Form S-1 (Commission File No. 333-153127)                                      |  | Aug. 21, 2008 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                         
|4.5        |  | Share Option Agreement, dated February 3, 2006, between Avago Technologies Limited and Capstone Equity Investors LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Registration Statement on Form S-1 (Commission File No. 333-153127)                                      |  | Aug. 21, 2008 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                         
|10.1       |  | Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors
named therein and The Bank of New York, as Trustee, governing the 117/8%
Senior Subordinated Notes.                                                                                                                                                                                                                                                                                                                                                            |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 



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|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                          |  |               |  | 
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                    |  | Incorporated by referenced
herein                                                                        |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                                                                |  | Form                                                                                                     |  | Filing Date   |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.2       |  | Sublease Agreement, dated December 1, 2005, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to
Avagos facility at 1 Yishun Avenue 7, Singapore 768923.                                                                                                                  |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.3       |  | Lease No. I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated
September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avagos facility at 1 Yishun Avenue 7, Singapore 768923. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Nov. 15, 2006 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.4       |  | Lease No. I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated
September 26, 2000, and includes the Variation of Lease I/49499Q registered January 15, 2002, relating to Avagos facility at 1 Yishun Avenue 7, Singapore 768923. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Nov. 15, 2006 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.5       |  | Lease No. I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated
September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avagos facility at 1 Yishun Avenue 7, Singapore 768923. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Nov. 15, 2006 |  | 



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                          |  |               |  | 
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                    |  | Incorporated by referenced
herein                                                                        |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                                                                |  | Form                                                                                                     |  | Filing Date   |  | 
|10.6       |  | Lease No. I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated
September 26, 2000, and includes the Variation of Lease I/49502Q registered January 15, 2002, relating to Avagos facility at 1 Yishun Avenue 7, Singapore 768923. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Nov. 15, 2006 |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.7       |  | Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.),
relating to Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.                                                                          |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.8       |  | Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo
Portfolio Sdn. Bhd.), relating to Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.                                                |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.9       |  | Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn.
Bhd.), relating to Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.                                                              |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                         
|10.10      |  | Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn.
Bhd.), relating to Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.                                                                |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                        |  |               |  | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Incorporated by referenced
herein                                                      |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Form                                                                                   |  | Filing Date   |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                       
|10.11      |  | Lease Agreement, dated December 1, 2005, between Agilent Technologies, Inc. and Avago Technologies U.S. Inc., relating to Avagos facility at 350 West Trimble Road, San
Jose, California 95131.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                       
|10.12      |  | First Amendment to Lease Agreement (Building 90) and Service Level Agreement, dated January 10, 2007, between Avago Technologies U.S. Inc. and Lumileds Lighting B.V. relating
to Avagos facilities at 350 West Trimble Road, San Jose, California 95131.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                       
|10.13      |  | Credit Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies Finance S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a
Jumbo Portfolio Sdn. Bhd.), Avago Technologies Wireless (U.S.A.) Manufacturing Inc. and Avago Technologies U.S. Inc., as borrowers, Avago Technologies Holding Pte. Ltd., each lender from time to time parties thereto, Citicorp International Limited
(Hong Kong), as Asian Administrative Agent, Citicorp North America, Inc., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, Citigroup Global Markets Inc., as Joint Lead Arranger and Joint Lead Bookrunner, Lehman Brothers Inc.,
as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and Credit Suisse, as Documentation Agent (Credit Agreement). |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                       
|10.14      |  | Amendment No. 1 to Credit Agreement, dated December 23, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Oct. 1, 2008  |  | 



---

##### Table of Contents

|           |  |                                                                                                                                                                                             |  |                                                                                                                       |  |               |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                 |  | Incorporated by referenced
herein                                                                                     |  | FiledHerewith
|           |  |                                                                                                                                                                                             |  | Form                                                                                                                  |  | Filing Date   |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.15      |  | Amendment No. 2, Consent and Waiver under Credit Agreement, dated April 16, 2006.                                                                                                           |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.16      |  | Amendment No. 3 to Credit Agreement, dated October 8, 2007.                                                                                                                                 |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.17+     |  | 2009 Equity Incentive Award Plan.                                                                                                                                                           |  | Amendment No. 5 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Jul. 27, 2009 |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.18+     |  | Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of February 25, 2008).                                      |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (File No. 333-137664)            |  | Feb. 27, 2008 |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.19+     |  | Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of February 25, 2008).                              |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) |  | Feb. 27, 2008 |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.20+     |  | Form of Management Shareholders Agreement.                                                                                                                                                  |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.21+     |  | Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S.
employees. |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.22+     |  | Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for employees in
Singapore.              |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                             |  |                                                                                                                      
|10.23+     |  | Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago                                                                                |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 



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##### Table of Contents

|           |  |                                                                                                                                                                                                                          |  |                                                                                                                       |  |               |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                              |  | Incorporated by referenced
herein                                                                                     |  | FiledHerewith
|           |  |                                                                                                                                                                                                                          |  | Form                                                                                                                  |  | Filing Date   |  | 
|           |  | Technologies Limited and Subsidiaries for U.S. employees granted rollover options.                                                                                                                                       |  |                                                                                                                       |  |               |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.24+     |  | Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for
U.S. non-employee directors.         |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.25+     |  | Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for
non-employee directors in Singapore. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)              |  | Sep. 29, 2006 |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.26+     |  | Amended and Restated Offer Letter Agreement, dated July 17, 2009, between Avago Technologies Limited and Hock E. Tan.                                                                                                    |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.27+     |  | Separation Agreement, dated as of January 31, 2007, between Avago Technologies Limited and Dick M. Chang.                                                                                                                |  | Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K (Commission File No. 333-137664)                      |  | Feb. 6, 2007  |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.28+     |  | Amended and Restated Employment Agreement, dated July 17, 2009, between Avago Technologies U.S. Inc. and Fariba Danesh.                                                                                                  |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.29+     |  | Amended and Restated Employment Agreement, dated July 17, 2009, between Avago Technologies U.S. Inc. and Bryan Ingram.                                                                                                   |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.30+     |  | Offer Letter Agreement, dated March 20, 2007, between Avago Technologies and Patricia H. McCall.                                                                                                                         |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (File No. 333-137664)            |  | Feb. 27, 2008 |  | 
|           |  |                                                                                                                                                                                                                          |  |                                                                                                                      
|10.31+     |  | Offer Letter Agreement, dated November 7, 2005, between Avago Technologies (Malaysia) Sdn. Bhd. and Bian-Ee Tan, and Extension of Employment Letter                                                                      |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) |  | Feb. 27, 2008 |  | 



---

##### Table of Contents

|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                       |  |               |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                |  | Incorporated by referenced
herein                                                                                     |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                            |  | Form                                                                                                                  |  | Filing Date   |  | 
|           |  | Agreement, dated October 10, 2006, between Avago Technologies (Malaysia) Sdn. Bhd. and Bian-Ee Tan.                                                                                                                                        |  |                                                                                                                       |  |               |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.32+     |  | Offer Letter Agreement, dated July 4, 2008, between Avago Technologies and Douglas R. Bettinger.                                                                                                                                           |  | Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K (Commission File No. 333-137664)                      |  | Jul. 16, 2008 |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.33+     |  | Form of indemnification agreement between Avago and each of its directors.                                                                                                                                                                 |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) |  | Feb. 27, 2008 |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.34+     |  | Form of indemnification agreement between Avago and each of its officers.                                                                                                                                                                  |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) |  | Feb. 27, 2008 |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.35      |  | Advisory Agreement, dated December 1, 2005, among Avago Technologies Limited, Avago Technologies International Sales Pte. Limited, Kohlberg Kravis Roberts & Co., L.P. and
Silver Lake Management Company, LLC (the Advisory Agreement). |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)              |  | Sep. 29, 2006 |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.36      |  | Form of Termination Notice for the Advisory Agreement, dated August 11, 2009.                                                                                                                                                              |  | Amendment No. 2 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)     |  | Jul. 2, 2009  |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.37      |  | Ft. Collins Supply Agreement, dated October 28, 2005 between Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. and Palau Acquisition Corporation.                                                                                   |  | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) |  | Jun. 16, 2009 |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.38      |  | Statement of Work, dated January 27, 2006, between KKR Capstone and Avago Technologies.                                                                                                                                                    |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                                |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                            |  |                                                                                                                      
|10.39      |  | Supplemental Indenture No. 1, dated April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and The Bank of New York, as Trustee,
relating to the 117/8% Senior Subordinated Notes.          |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)              |  | Sep. 29, 2006 |  | 



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                          |  |               |  | 
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                |  | Incorporated by referenced
herein                                                                        |  | FiledHerewith
|           |  |                                                                                                                                                                                                                                                                                                            |  | Form                                                                                                     |  | Filing Date   |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.40      |  | Supplemental Indenture No. 2, dated January 3, 2007, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing
Inc., Guarantors signatory thereto and The Bank of New York, as Trustee, governing the 117/8%
Senior Subordinated Notes. |  | Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) |  | Jan. 8, 2007  |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.41      |  | Supplemental Indenture No. 3, dated June 15, 2007, between Einhundertsechsundneunzigste Verwaltungsgesellschaft Dammtor mbH (renamed Avago Technologies Fiber GmbH) and The Bank of
New York, as Trustee, governing the 11 7/8%
Senior Subordinated Notes.                                                 |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.42      |  | Supplemental Indenture No. 4, dated December 13, 2007, among Avago Technologies General Hungary Vagyonkezelö Kft, Avago Technologies Wireless Hungary Vagyonkezelö Kft and
The Bank of New York, as Trustee, governing the 11 7/8% Senior Subordinated Notes.                                              |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.43      |  | Supplemental Indenture No. 5, dated February 28, 2008, between Avago Technologies Trading Ltd and The Bank of New York, as Trustee, governing the 117/8% Senior Subordinated Notes.                                                                                                                        |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.44^     |  | Distribution Agreement, dated March 26, 2008, between Avago Technologies International Sales Pte. Limited and Arrow Electronics, Inc.                                                                                                                                                                      |  | Amendment No. 4 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Jul. 21, 2009 |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.45      |  | Collective Agreement, dated November 2, 2007, between Avago Technologies Limited (and its Singapore subsidiaries) and United Workers of Electronic & Electrical
Industries.                                                                                                                                |  | Amendment No. 1 to Registration Statement on Form S-1 (Commission File No. 333-153127)                   |  | Oct. 1, 2008  |  | 
|           |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                                         
|10.46+     |  | Severance Benefits Agreement, dated December 3, 2008,                                                                                                                                                                                                                                                      |  | Avago Technologies Finance Pte. Ltd. Current Report on                                                   |  | Mar. 5, 2009  |  | 



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##### Table of Contents

|           |  |                                                                                                                                |  |                                                                                                                   |  |               |  | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|ExhibitNo. |  | Description                                                                                                                    |  | Incorporated by referenced
herein                                                                                 |  | FiledHerewith
|           |  |                                                                                                                                |  | Form                                                                                                              |  | Filing Date   |  | 
|           |  | between Avago Technologies Limited and Patricia H. McCall.                                                                     |  | Form 6-K (Commission File No. 333-137664)                                                                         |  |               |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.47+     |  | Offer Letter Agreement, dated December 5, 2008, between Avago Technologies Limited and B.C. Ooi.                               |  | Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K (Commission File No. 333-137664)                  |  | Mar. 5, 2009  |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.48+     |  | Employment Separation Agreement, dated April 7, 2009, between Avago Technologies Limited and Bian-Ee Tan.                      |  | Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K (Commission File No. 333-137664)                  |  | Apr. 10, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.49+     |  | Deferred Compensation Plan.                                                                                                    |  | Amendment No. 2 to Registration Statement on Form S-1 (Commission File No. 333-153127)                            |  | Jul. 2, 2009  |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.50+     |  | Avago Performance Bonus Plan, effective November 1, 2008.                                                                      |  | Amendment No. 3 to Registration Statement on Form S-1 (Commission File No. 333-153127)                            |  | Jul. 14, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.51+     |  | Form of Option Agreement Under Avago Technologies Limited 2009 Equity Incentive Award Plan.                                    |  | Amendment No. 5 to Registration Statement on Form S-1 (Commission File No. 333-153127)                            |  | Jul. 27, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.52+     |  | Form of Amendment to the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries. |  | Amendment No. 5 to Registration Statement on Form S-1 (Commission File No. 333-153127)                            |  | Jul. 27, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.53+     |  | Employee Share Purchase Plan.                                                                                                  |  | Amendment No. 5 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127) |  | Jul. 27, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|10.54+     |  | Separation Agreement, dated September 23, 2009, between Avago Technologies Limited and Fariba Danesh.                          |  | Current Report on Form 8-K (Commission File No. 001-34428).                                                       |  | Sep. 24, 2009 |  | 
|10.55+     |  | Separation Agreement, dated October 9, 2009, between Avago Technologies Limited and Jeffrey Henderson.                         |  | Annual Report on Form 10-K (Commission File No. 001-34428)                                                        |  | Dec. 15, 2009 |  | 
|           |  |                                                                                                                                |  |                                                                                                                  
|12.1       |  | Computation of ratio of earnings to fixed charges.                                                                             |  | Annual Report on Form 10-K (Commission File No. 001-34428)                                                        |  | Dec. 15, 2009 |  | 



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##### Table of Contents

|           |  |                                                                                                                                                                                    |  |                                                            |  |               |  |  
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------- |  | -
|ExhibitNo. |  | Description                                                                                                                                                                        |  | Incorporated by referenced
herein                          |  | FiledHerewith
|           |  |                                                                                                                                                                                    |  | Form                                                       |  | Filing Date   |  |  
|           |  |                                                                                                                                                                                    |  |                                                           
|21.1       |  | List of Subsidiaries.                                                                                                                                                              |  | Annual Report on Form 10-K (Commission File No. 001-34428) |  | Dec. 15, 2009 |  |  
|           |  |                                                                                                                                                                                    |  |                                                           
|23.1       |  | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.                                                                                              |  | Annual Report on Form 10-K (Commission File No. 001-34428) |  | Dec. 15, 2009 |  |  
|           |  |                                                                                                                                                                                    |  |                                                           
|24.1       |  | Power of Attorney.                                                                                                                                                                 |  | Annual Report on Form 10-K (Commission File No. 001-34428) |  | Dec. 15, 2009 |  |  
|           |  |                                                                                                                                                                                    |  |                                                           
|31.1       |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                                                            |  |               |  | X
|           |  |                                                                                                                                                                                    |  |                                                           
|31.2       |  | Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                                                            |  |               |  | X
|           |  |                                                                                                                                                                                    |  |                                                           
|32.1       |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                             |  | Annual Report on Form 10-K (Commission File No. 001-34428) |  | Dec. 15, 2009 |  |  
|           |  |                                                                                                                                                                                    |  |                                                           
|32.2       |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                             |  | Annual Report on Form 10-K (Commission File No. 001-34428) |  | Dec. 15, 2009 |  |  



Notes:

|+ | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------

|# | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Avago Technologies hereby undertakes to furnish supplementally copies of any omitted schedules
upon request by the SEC.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|^ | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
|- | --------------------------------------------------------------------------------------------------------------------------------------------