exv10w17



 





Exhibit 10.17




ADDENDUM

TO

STOCK OPTION AGREEMENT




     The following provisions are hereby incorporated into, and are hereby made a part of that
certain Stock Option Agreement (the “Option Agreement”) by and between Broadcom Corporation, a
California corporation (the “Corporation”), and Eric K. Brandt (“Optionee”) evidencing a stock
option granted this day to Optionee (the “Option”) under the terms of the Corporation’s 1998 Stock
Incentive Plan, as amended and restated (the “Plan”). The provisions of this Addendum shall be
effective immediately.



     Optionee has entered into an employment agreement with the Corporation pursuant to that
certain letter from the Corporation dated March 11, 2007 (the “Letter Agreement”). The purpose of
this Addendum is to supplement the terms of the Option Agreement so that those terms conform to the
special benefits to which Optionee will become entitled pursuant to the terms of the Letter
Agreement.



     All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have
the meanings assigned to them in the Letter Agreement, including Appendix II thereto.



SPECIAL OPTION BENEFITS




     1. If an Event should occur during the Term the Retention Program set forth in Appendix II to
the Letter Agreement is in effect, and within nine (9) months after that Event, either the
Corporation terminates the Optionee’s employment other than for Cause or Disability, or Optionee
terminates his employment with the Corporation for Good Reason, then Optionee shall immediately
become entitled to the following additional benefits to the extent the Option is at that time
outstanding:




     (i) Optionee shall, immediately on the Date of Termination, be credited with an additional
twenty-four (24) months of employment with the Corporation for purposes of the vesting schedule
in effect for the Option so that Optionee shall be immediately vested in the Option to the same
extent as if Optionee had completed an additional twenty-four (24) months of employment with the
Corporation prior to the Date of Termination, and




     (ii) the Option shall remain exercisable, for any or all of the shares in which Optionee is
vested on the Date of Termination, until the EARLIER of (A) the expiration of the twenty-four
(24)-month period measured from the Date of Termination or (B) the specified expiration date of
the Option term.



     2. If Optionee’s employment is terminated by reason of death or Disability, then Optionee
shall, immediately on the Date of Termination, become fully vested in the Option (to the extent
outstanding on such date) and the Option shall remain exercisable until the EARLIER of (A) the
expiration of the twelve (12)-month period measured form the Date of Termination or (B) the
specified expiration date of the Option term.



 









 





     3. To the extent any of the benefits provided pursuant to this Addendum shall be deemed to
constitute a parachute payment under Section 280G of the Internal Revenue Code, then those benefits
shall be subject to the parachute payment limitation provisions of the Letter Agreement.



     4. In no event shall Optionee be entitled to any benefits pursuant to this Addendum unless (i)
Optionee shall have executed and delivered to the Corporation the separation agreement required
under Paragraph 12 of Appendix II to the Letter Agreement and (ii) Optionee is in material
compliance with his obligations to the Corporation pursuant to his Confidentiality and Invention
Assignment Agreement during and subsequent to Optionee’s employment.



     5. To the extent the provisions of this Addendum conflict with the provisions of the Option
Agreement, the provisions of this Addendum shall be controlling.



     6. Except to the extent modified by this Addendum, all the terms and conditions of the Option
Agreement shall continue in full force effect.



     7. Optionee hereby acknowledges that the Option shall cease to qualify for favorable tax
treatment as an incentive stock option under the federal tax laws (if the Option is designated as
an Incentive Stock Option in the Notice of Grant of Stock Option relating to such Option) if (and
to the extent) the Option is exercised: (A) more than three (3) months after the date Optionee
ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than
twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent
Disability. For purposes of this Paragraph 7, the terms “EMPLOYEE” and “PERMANENT DISABILITY” shall
have the meanings assigned to them in the Option Agreement.



     IN WITNESS WHEREOF, BROADCOM CORPORATION has caused this Addendum to be executed by its
duly-authorized officer, and Optionee has executed this Addendum, all as of the Effective Date
specified below.



	 	 	 	 	 
	 	Broadcom Corporation

 	 
	 	
 	 
	 	By:  	Scott A. McGregor
 	 
	 	 	Title: President and Chief Executive Officer 	 
	 
	 	Optionee

 	 
	 
	 	
 	 
	 	Eric K. Brandt 	 
	 	 	 
	 



EFFECTIVE DATE:                      ___, 200_