exv10w13



 




Exhibit 10.13


BROADCOM CORPORATION




1998 STOCK INCENTIVE PLAN

(as Amended and Restated August 9, 2007)




ARTICLE ONE




GENERAL PROVISIONS




     I. PURPOSE OF THE PLAN



     This amended and restated 1998 Stock Incentive Plan is intended to promote the interests of
Broadcom Corporation, a California corporation, by providing eligible persons in the Corporation’s
service with the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in such service.



     Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms
in the attached Appendix.



     All share numbers in this restatement have been adjusted to reflect all splits and dividends
of the Corporation’s Common Stock subsequent to April 16, 1998, including the three-for-two stock
split that was effected on February 21, 2006 through the payment of a dividend of one additional
share of Class A common stock for every two shares of Class A common stock outstanding, and one
additional share of Class B common stock for every two shares of Class B common stock outstanding,
as of the record date of February 6, 2006.



     II. STRUCTURE OF THE PLAN



     A. The Plan as hereby amended and restated is divided into three equity incentive programs:




	 	•	 	the Discretionary Grant Program, under which eligible persons may, at the discretion of
the Plan Administrator, be granted options to purchase shares of Common Stock or stock
appreciation rights tied to the value of such Common Stock,
	 
	 	•	 	the Stock Issuance Program, under which eligible persons may be issued shares of Common
Stock pursuant to restricted stock or restricted stock unit awards or other stock-based
awards, made by and at the discretion of the Plan Administrator, that vest upon the
completion of a designated service period and/or the attainment of pre-established
performance milestones, or under which shares of Common Stock may be issued through direct
purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary),
and
	 
	 	•	 	the Director Automatic Grant Program, under which Eligible Directors shall automatically
receive option grants and restricted stock units at designated intervals over their period
of Board service.





     B. The provisions of Articles One and Five shall apply to all equity programs under the Plan
and shall govern the interests of all persons under the Plan.



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     III. ADMINISTRATION OF THE PLAN



     A. The Primary Committee shall have sole and exclusive authority to administer the
Discretionary Grant and Stock Issuance Programs with respect to Section 16 Insiders. Administration
of the Discretionary Grant and Stock Issuance Programs with respect to all other persons eligible
to participate in those programs may, at the Board’s discretion, be vested in the Primary Committee
or a Secondary Committee, or the Board may retain the power to administer those programs with
respect to all such persons. However, any discretionary Awards to members of the Primary Committee
must be authorized and approved by a disinterested majority of the Board.



     B. Members of the Primary Committee or any Secondary Committee shall serve for such period as
the Board may determine and may be removed by the Board at any time. The Board may also at any time
terminate the functions of any Secondary Committee and reassume all powers and authority previously
delegated to such committee.



     C. Each Plan Administrator shall, within the scope of its administrative functions under the
Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules
and regulations as it may deem appropriate for proper administration of the Discretionary Grant and
Stock Issuance Programs and to make such determinations under, and issue such interpretations of,
the provisions of those programs and any outstanding Awards thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its administrative functions
under the Plan shall be final and binding on all parties who have an interest in the Discretionary
Grant and Stock Issuance Programs under its jurisdiction or any Award thereunder.



     D. Service on the Primary Committee or the Secondary Committee shall constitute service as a
Board member, and members of each such committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such committee. No member
of the Primary Committee or the Secondary Committee shall be liable for any act or omission made in
good faith with respect to the Plan or any Award under the Plan.



     E. Administration of the Director Automatic Grant Program shall be self-executing in
accordance with the terms of that program, and no Plan Administrator shall exercise any
discretionary functions with respect to any Award under that program.



     IV. ELIGIBILITY



     A. The persons eligible to participate in the Discretionary Grant and Stock Issuance Programs
are as follows:




     (i) Employees,




     (ii) non-employee members of the Board or the board of directors of any Parent or
Subsidiary, and




     (iii) consultants and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).



     B. Each Plan Administrator shall, within the scope of its administrative jurisdiction under
the Plan, have full authority to determine (i) with respect to Awards made under the Discretionary
Grant Program, which eligible persons are to receive such Awards, the time or times when those
Awards are to be made, the number of shares to be covered by each such Award, the status of any
awarded option as either an Incentive Option or a Non-Statutory Option, the exercise price per
share in effect for each Award (subject



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to the limitations set forth in Article Two), the time or times when each Award is to vest and
become exercisable and the maximum term for which the Award is to remain outstanding, and (ii) with
respect to Awards under the Stock Issuance Program, which eligible persons are to receive such
Awards, the time or times when the Awards are to be made, the number of shares subject to each such
Award, the vesting schedule (if any) applicable to the shares subject to such Award, and the cash
consideration (if any) payable for such shares.



     C. The Plan Administrator shall have the absolute discretion to grant options or stock
appreciation rights in accordance with the Discretionary Grant Program and to effect stock
issuances or other stock-based awards in accordance with the Stock Issuance Program.



     D. Eligible Directors for purposes of the Director Automatic Grant Program shall be limited
to members of the Board who are not, at the time of such determination, employees of the
Corporation (or any Parent or Subsidiary). However, a Board member who has previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to receive an Award
under the Director Automatic Grant Program at the time he or she first becomes a non-employee Board
member, but shall be eligible to receive periodic Awards under the Director Automatic Grant Program
while he or she continues to serve as an Eligible Director.



     V. STOCK SUBJECT TO THE PLAN



     A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Corporation on the open market. Subject to the
automatic share increase provisions of Section V.B. of this Article One and any additional shares
authorized by the vote of the Board and approved by the shareholders, as of March 9, 2007 the
number of shares of Common Stock reserved for issuance over the term of the Plan shall not exceed
418,854,627 shares.1 To the extent any unvested shares of Common Stock outstanding under
the Predecessor Plans as of the Original Effective Date are subsequently repurchased by the
Corporation, at the option exercise price paid per share, in connection with the holder’s
termination of Service prior to vesting in those shares, the repurchased shares shall be added to
the reserve of Common Stock available for issuance under the Plan, but in no event shall such
addition exceed 27,000,000 shares.



     B. The number of shares of Common Stock available for issuance under the Plan shall
automatically increase on the first trading day of January each calendar year during the term of
the Plan by an amount equal to four and one-half percent (4.5%) of the total number of shares of
Class A and Class B Common Stock outstanding on the last trading day in December of the immediately
preceding calendar year, but in no event shall any such annual increase exceed 45,000,000 shares.



     C. No one person participating in the Plan may be granted Awards for more than 9,000,000
shares of Common Stock in the aggregate per calendar year.



     D. Shares of Common Stock subject to outstanding Awards under the Plan (including options
incorporated into this Plan from the Predecessor Plans) shall be available for subsequent issuance
under the Plan to the extent (i) those Awards expire or terminate for any reason prior to the
issuance of the shares of Common Stock subject to those Awards or (ii) the Awards are cancelled in
accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under
the Plan and subsequently cancelled or repurchased by the Corporation at the original exercise or
issue price paid per share pursuant to the Corporation’s repurchase rights under the Plan shall be
added back to the number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for subsequent reissuance under the Plan. All shares that become available
for reissuance under the Plan, including the shares of Class B Common Stock subject to the
outstanding options incorporated into this Plan from the







 





			
	1.	 	The Common Stock issuable under the Plan shall be Class A Common Stock, except to the extent such
stock is to be issued upon the exercise of outstanding options incorporated from the Predecessor
Plans. For those options, the issuable stock shall be Class B Common Stock.








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Predecessor Plans that expire or terminate unexercised and any unvested shares of Class B
Common Stock repurchased by the Corporation pursuant to its repurchase rights, shall be issuable
solely as Class A Common Stock. In addition, should the exercise price of an option under the Plan
be paid with shares of Common Stock, the authorized reserve of Common Stock under the Plan shall be
reduced only by the net number of shares issued under the exercised stock option. Should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of
the withholding taxes incurred in connection with the issuance, exercise or vesting of an Award
under the Plan, the number of shares of Common Stock available for issuance under the Plan shall be
reduced only by the net number of shares issued with respect to that Award.



     E. If any change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, spin-off transaction or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration or should the value of outstanding shares of Common Stock be substantially reduced as
a result of a spin-off transaction or an extraordinary dividend or distribution, appropriate
adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of securities for which
any one person may be granted Awards under the Plan per calendar year, (iii) the number and/or
class of securities for which stock option grants and restricted stock unit awards are subsequently
to be made under the Director Automatic Grant Program to new and continuing Eligible Directors,
(iv) the number and/or class of securities and the exercise or base price per share (or any other
cash consideration payable per share) in effect under each outstanding Award under the
Discretionary Grant Program and the Director Automatic Grant Program, (v) the number and/or class
of securities and exercise price per share in effect under each outstanding option incorporated
into this Plan from the Predecessor Plans, (vi) the number and/or class of securities subject to
each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable
per share thereunder, (vii) the maximum number and/or class of securities by which the share
reserve may increase automatically each calendar year pursuant to the provisions of Section V.B of
this Article One and (viii) the maximum number and/or class of securities that may be added to the
Plan through the repurchase of unvested shares issued under the Predecessor Plans. Similar
adjustments shall be made to the number of shares of Class B Common Stock issuable under the Plan
and the number of shares subject to outstanding stock options for Class B shares and exercise price
per share in effect under those options in the event of any similar changes to the outstanding
shares of Class B Common Stock. To the extent such adjustments are to be made to outstanding
Awards, those adjustments shall be effected in a manner that shall preclude the enlargement or
dilution of rights and benefits under those Awards. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.



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ARTICLE TWO




DISCRETIONARY GRANT PROGRAM




     I. OPTION TERMS



     Each option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the terms specified
below. Each document evidencing an Incentive Option shall, in addition, be subject to the
provisions of the Plan applicable to such options.



     A. Exercise Price.



     1. The exercise price per share shall be fixed by the Plan Administrator but shall not be
less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.



     2. The exercise price shall become immediately due upon exercise of the option and shall be
payable in one or more of the forms specified below:




     (i) cash or check made payable to the Corporation,




     (ii) shares of Common Stock valued at Fair Market Value on the Exercise Date and held for
the period (if any) necessary to avoid any additional charges to the Corporation’s earnings for
financial reporting purposes, or




     (iii) to the extent the option is exercised for vested shares, through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable
instructions to (a) a brokerage firm (designated by the Corporation)2 to effect the
immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise price
payable for the purchased shares plus all applicable federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such exercise and (b)
the Corporation to deliver the certificates for the purchased shares directly to such brokerage
firm to complete the sale.



     Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.



     B. Exercise and Term of Options. Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option. However, no option shall have a
term in excess of ten (10) years measured from the option grant date.



     C. Effect of Termination of Service.



     1. The following provisions shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death:




     (i) Any option outstanding at the time of the Optionee’s cessation of Service for any
reason shall remain exercisable for such period of time thereafter as shall be determined by
the Plan Administrator and set forth in the documents evidencing the option or as otherwise
specifically






 




			
	2.	 	With respect to Section 16 Insiders, the brokerage firm need only be reasonably satisfactory
to the Corporation for purposes of administering such procedure.





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authorized by the Plan Administrator in its sole discretion pursuant to an express written
agreement with Optionee, but no such option shall be exercisable after the expiration of the
option term.




     (ii) Any option held by the Optionee at the time of death and exercisable in whole or in
part at that time may be subsequently exercised by the personal representative of the
Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the
Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or
beneficiaries of that option.




     (iii) Should the Optionee’s Service be terminated for Misconduct or should the Optionee
otherwise engage in Misconduct while holding one or more outstanding options under this Article
Two, all those options shall terminate immediately and cease to be outstanding.




     (iv) During the applicable post-Service exercise period, the option may not be exercised
in the aggregate for more than the number of vested shares for which that option is at the time
exercisable. No additional shares shall vest under the option following the Optionee’s
cessation of Service, except to the extent (if any) specifically authorized by the Plan
Administrator in its sole discretion pursuant to an express written agreement with Optionee.
Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of
the option term, the option shall terminate and cease to be outstanding for any shares for
which the option has not been exercised.



     2. The Plan Administrator shall have complete discretion, exercisable either at the time an
option is granted or at any time while the option remains outstanding, to:




     (i) extend the period of time for which the option is to remain exercisable following the
Optionee’s cessation of Service from the limited exercise period otherwise in effect for that
option to such greater period of time as the Plan Administrator shall deem appropriate, but in
no event beyond the expiration of the option term, and/or




     (ii) permit the option to be exercised, during the applicable post-Service exercise
period, not only with respect to the number of vested shares of Common Stock for which such
option is exercisable at the time of the Optionee’s cessation of Service but also with respect
to one or more additional installments in which the Optionee would have vested had the Optionee
continued in Service.



     D. Shareholder Rights. The holder of an option shall have no shareholder rights with
respect to the shares subject to the option until such person shall have exercised the option, paid
the exercise price for and become a holder of record of the purchased shares.



     E. Repurchase Rights. The Plan Administrator shall have the discretion to grant
options that are exercisable for unvested shares of Common Stock. Should the Optionee cease Service
while holding such unvested shares, the Corporation shall have the right to repurchase, at the
exercise price paid per share, any or all of those unvested shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.



     F. Transferability of Options. The transferability of options granted under the Plan
shall be governed by the following provisions:




     (i) Incentive Options. During the lifetime of the Optionee, Incentive Options shall
be exercisable only by the Optionee and shall not be assignable or transferable other than by
will or the laws of inheritance following the Optionee’s death.



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     (ii) Non-Statutory Options. Non-Statutory Options shall be subject to the same
limitation on transfer as Incentive Options, except that the Plan Administrator may structure one
or more Non-Statutory Options so that the option may be assigned in whole or in part during the
Optionee’s lifetime to one or more Family Members of the Optionee or to a trust established
exclusively for the Optionee and/or one or more such Family Members, to the extent such
assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations
order. The assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the option pursuant to the assignment. The terms applicable to the
assigned portion shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.




     (iii) Beneficiary Designations. Notwithstanding the foregoing, the Optionee may
designate one or more persons as the beneficiary or beneficiaries of his or her outstanding
options under this Article Two (whether Incentive Options or Non-Statutory Options), and those
options shall, in accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such
beneficiary or beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option, including
(without limitation) the limited time period during which the option may be exercised following
the Optionee’s death.



     II. INCENTIVE OPTIONS



     The terms specified below, together with any additions, deletions or changes thereto imposed
from time to time pursuant to the provisions of the Code governing Incentive Options, shall be
applicable to all Incentive Options. Except as modified by the provisions of this Section II, all
the provisions of Articles One, Two and Five shall be applicable to Incentive Options. Options that
are specifically designated as Non-Statutory Options when issued under the Plan shall not
be subject to the terms of this Section II.



     A. Eligibility. Incentive Options may only be granted to Employees.



     B. Exercise Price. The exercise price per share shall not be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option grant date.



     C. Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more options granted to
any Employee under the Plan (or any other option plan of the Corporation or any Parent or
Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options that become exercisable for the first time in the same
calendar year, then for purposes of the foregoing limitation on the exercisability of those options
as Incentive Options, such options shall be deemed to become first exercisable in that calendar
year on the basis of the chronological order in which they were granted, except to the extent
otherwise provided under applicable law or regulation.



     D. 10% Shareholder. If any Employee to whom an Incentive Option is granted is a 10%
Shareholder, then the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option
term shall not exceed five (5) years measured from the option grant date.



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     III. STOCK APPRECIATION RIGHTS



     A. Authority. The Plan Administrator shall have full power and authority,
exercisable in its sole discretion, to grant stock appreciation rights in accordance with this
Section III to selected Optionees or other individuals eligible to receive option grants under the
Discretionary Grant Program.



     B. Types. Two types of stock appreciation rights shall be authorized for issuance
under this Section III: (i) tandem stock appreciation rights (“Tandem Rights”), and (ii) standalone
stock appreciation rights (“Standalone Rights”).



     C. Tandem Rights. The following terms and conditions shall govern the grant and
exercise of Tandem Rights.




     1. One or more Optionees may be granted a Tandem Right, exercisable upon such terms and
conditions as the Plan Administrator may establish, to elect between the exercise of the
underlying stock option for shares of Common Stock or the surrender of that option in exchange
for a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market
Value (on the option surrender date) of the number of shares in which the Optionee is at the time
vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate
exercise price payable for such vested shares.




     2. No such option surrender shall be effective unless it is approved by the Plan
Administrator, either at the time of the actual option surrender or at any earlier time. If the
surrender is so approved, then the distribution to which the Optionee shall accordingly become
entitled under this Section III may be made in shares of Common Stock valued at Fair Market Value
on the option surrender date, in cash, or partly in shares and partly in cash, as the Plan
Administrator shall in its sole discretion deem appropriate.




     3. If the surrender of an option is not approved by the Plan Administrator, then the
Optionee shall retain whatever rights the Optionee had under the surrendered option (or
surrendered portion thereof) on the option surrender date and may exercise such rights at any
time prior to the later of (i) five (5) business days after the receipt of the rejection notice
or (ii) the last day on which the option is otherwise exercisable in accordance with the terms of
the instrument evidencing such option, but in no event may such rights be exercised more than ten
(10) years after the date of the option grant.



     D. Standalone Rights. The following terms and conditions shall govern the grant and
exercise of Standalone Rights under this Article Two:




     1. One or more individuals eligible to participate in the Discretionary Grant Program may be
granted a Standalone Right not tied to any underlying option under this Discretionary Grant
Program. The Standalone Right shall relate to a specified number of shares of Common Stock and
shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In
no event, however, may the Standalone Right have a maximum term in excess of ten (10) years
measured from the grant date. Upon exercise of the Standalone Right, the holder shall be entitled
to receive a distribution from the Corporation in an amount equal to the excess of (i) the
aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the
exercised right over (ii) the aggregate base price in effect for those shares.




     2. The number of shares of Common Stock underlying each Standalone Right and the base price
in effect for those shares shall be determined by the Plan Administrator in its sole discretion
at the time



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the Standalone Right is granted. In no event, however, may the base price per share be less
than the Fair Market Value per underlying share of Common Stock on the grant date.




     3. Standalone Rights shall be subject to the same transferability restrictions applicable to
Non-Statutory Options and may not be transferred during the holder’s lifetime, except to one or
more Family Members of the holder or to a trust established exclusively for the holder and/or
such Family Members, to the extent such assignment is in connection with the holder’s estate plan
or pursuant to a domestic relations order covering the Standalone Right as marital property. In
addition, one or more beneficiaries may be designated for an outstanding Standalone Right in
accordance with substantially the same terms and provisions as set forth in Section I.F of this
Article Two.




     4. The distribution with respect to an exercised Standalone Right may be made in shares of
Common Stock valued at Fair Market Value on the exercise date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem appropriate.




     5. The holder of a Standalone Right shall have no shareholder rights with respect to the
shares subject to the Standalone Right unless and until such person shall have exercised the
Standalone Right and become a holder of record of shares of Common Stock issued upon the exercise
of such Standalone Right.



     E. Post-Service Exercise. The provisions governing the exercise of Tandem and
Standalone Appreciation Rights following the cessation of the recipient’s Service or the
recipient’s death shall be substantially the same as those set forth in Section I.C of this Article
Two for the options granted under the Discretionary Grant Program.



     F. Net Counting. Upon the exercise of any Tandem or Standalone Right under this
Section III, the share reserve under Section V of Article One shall only be reduced by the net
number of shares actually issued by the Corporation upon such exercise, and not by the gross number
of shares as to which such Tandem or Standalone Right is exercised.



     IV. CHANGE IN CONTROL/HOSTILE TAKE-OVER



     A. No Award outstanding under the Discretionary Grant Program at the time of a Change in
Control shall vest and become exercisable on an accelerated basis if and to the extent that: (i)
such Award is, in connection with the Change in Control, assumed by the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change
in Control transaction, (ii) such Award is replaced with a cash retention program of the successor
corporation that preserves the spread existing at the time of the Change in Control on the shares
of Common Stock as to which the Award is not otherwise at that time vested and exercisable and
provides for subsequent payout of that spread in accordance with the same exercise/vesting schedule
applicable to those shares, or (iii) the acceleration of such Award is subject to other limitations
imposed by the Plan Administrator. However, if none of the foregoing conditions are satisfied, each
Award outstanding under the Discretionary Grant Program at the time of the Change in Control but
not otherwise vested and exercisable as to all the shares at the time subject to that Award shall
automatically accelerate so that each such Award shall, immediately prior to the effective date of
the Change in Control, vest and become exercisable as to all the shares of Common Stock at the time
subject to that Award and may be exercised as to any or all of those shares as fully vested shares
of Common Stock.



     B. All outstanding repurchase rights under the Discretionary Grant Program shall also
terminate automatically, and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control, except to the extent: (i) those
repurchase rights are assigned



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to the successor corporation (or parent thereof) or otherwise continue in full force and
effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator.



     C. Immediately following the consummation of the Change in Control, all outstanding Awards
under the Discretionary Grant Program shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in
full force and effect pursuant to the terms of the Change in Control transaction.



     D. Each option that is assumed in connection with a Change in Control or otherwise continued
in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities that would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such Change in Control.
In the event outstanding Standalone Rights are to be assumed in connection with a Change in Control
transaction or otherwise continued in effect, the shares of Common Stock underlying each such
Standalone Right shall be adjusted immediately after such Change in Control to apply to the number
and class of securities into which those shares of Common Stock would have been converted in
consummation of such Change in Control had those shares actually been outstanding at that time.
Appropriate adjustments to reflect such Change in Control shall also be made to (i) the exercise
price payable per share under each outstanding option, provided the aggregate exercise price
payable for such securities shall remain the same, (ii) the base price per share in effect under
each outstanding Standalone Right, provided the aggregate base price shall remain the same, (iii)
the maximum number and/or class of securities available for issuance over the remaining term of the
Plan, (iv) the maximum number and/or class of securities for which any one person may be granted
Awards under the Plan per calendar year, (v) the maximum number and/or class of securities by which
the share reserve is to increase automatically each calendar year pursuant to the automatic share
increase provisions of the Plan, (vi) the number and/or class of securities for which stock option
grants and restricted stock unit awards are subsequently to be made under the Director Automatic
Grant Program to new and continuing Eligible Directors and (vii) the maximum number and class of
securities that may be added to the Plan through the repurchase of unvested shares issued under the
Predecessor Plans. To the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the
successor corporation may, in connection with the assumption or continuation of the outstanding
Awards under the Discretionary Grant Program, substitute, for the securities underlying those
assumed Awards, one or more shares of its own common stock with a fair market value equivalent to
the cash consideration paid per share of Common Stock in such Change in Control transaction.



     E. The Plan Administrator shall have the discretionary authority to structure one or more
outstanding Awards under the Discretionary Grant Program so that those Awards shall, immediately
prior to the effective date of a Change in Control or a Hostile Take-Over, vest and become
exercisable as to all the shares at the time subject to those Awards and may be exercised as to any
or all of those shares as fully vested shares of Common Stock, whether or not those Awards are to
be assumed or otherwise continued in full force and effect pursuant to the express terms of such
transaction. In addition, the Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation’s repurchase rights under the Discretionary Grant Program
so that those rights shall immediately terminate at the time of such Change in Control or
consummation of such Hostile Take-Over and shall not be assignable to successor corporation (or
parent thereof), and the shares subject to those terminated rights shall accordingly vest in full
at the time of such Change in Control or consummation of such Hostile Take-Over.



     F. The Plan Administrator shall have full power and authority to structure one or more
outstanding Awards under the Discretionary Grant Program so that those Awards shall immediately
vest and become



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exercisable as to all of the shares at the time subject to those Awards in the event the
Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective date of any Change
in Control or a Hostile Take-Over in which those Awards do not otherwise vest on an accelerated
basis. Any Awards so accelerated shall remain exercisable as to fully vested shares until the
expiration or sooner termination of their term. In addition, the Plan Administrator may structure
one or more of the Corporation’s repurchase rights under the Discretionary Grant Program so that
those rights shall immediately terminate with respect to any shares held by the Optionee at the
time of his or her Involuntary Termination, and the shares subject to those terminated repurchase
rights shall accordingly vest in full at that time.



     G. The portion of any Incentive Option accelerated in connection with a Change in Control
shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred
Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option
under the Federal tax laws.



     H. Awards outstanding under the Discretionary Grant Program shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.



11









 





ARTICLE THREE




STOCK ISSUANCE PROGRAM




     I. STOCK ISSUANCE TERMS



     A. Issuances. Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants. Each such stock
issuance shall be evidenced by a Stock Issuance Agreement that complies with the terms specified
below. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to share
right awards or restricted stock units, awarded by and at the discretion of the Plan Administrator,
that entitle the recipients to receive the shares underlying those awards or units upon the
attainment of designated performance goals and/or the satisfaction of specified Service
requirements or upon the expiration of a designated time period following the vesting of those
awards or units.



     B. Issue Price.



     1. The price per share at which shares of Common Stock may be issued under the Stock Issuance
Program shall be fixed by the Plan Administrator, but shall not be less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the issuance date.



     2. Shares of Common Stock may be issued under the Stock Issuance Program for any of the
following items of consideration that the Plan Administrator may deem appropriate in each
individual instance:




     (i) cash or check made payable to the Corporation;




     (ii) past services rendered to the Corporation (or any Parent or Subsidiary); or




     (iii) any other valid form of consideration permissible under the California Corporations
Code at the time such shares are issued.



     C. Vesting Provisions.



     1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of
the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more
installments over the Participant’s period of Service and/or upon attainment of specified
performance objectives. The elements of the vesting schedule applicable to any unvested shares of
Common Stock issued under the Stock Issuance Program shall be determined by the Plan Administrator
and incorporated into the Stock Issuance Agreement. Shares of Common Stock may also be issued under
the Stock Issuance Program pursuant to share right awards or restricted stock units that entitle
the recipients to receive the shares underlying those awards and/or units upon the attainment of
designated performance goals or the satisfaction of specified Service requirements or upon the
expiration of a designated time period following the vesting of those awards or units, including
(without limitation) a deferred distribution date following the termination of the Participant’s
Service.



     2. The Plan Administrator shall also have the discretionary authority, consistent with Code
Section 162(m), to structure one or more Awards under the Stock Issuance Program so that the shares
of Common Stock subject to those Awards shall vest (or vest and become issuable) upon the
achievement of certain pre-established corporate performance goals based on one or more of the
following criteria: (i) return on total shareholder equity; (ii) net income per share of Common
Stock; (iii) net income or operating income; (iv) earnings before interest, taxes, depreciation,
amortization and stock-based



12









 







compensation costs, or operating income before depreciation and amortization; (v) sales or revenue targets;
(vi) return on assets, capital or investment; (vii) cash flow; (viii) market share; (ix) cost
reduction goals; (x) budget comparisons; (xi) implementation or completion of projects or processes
strategic or critical to the Corporation’s business operations; (xii) measures of customer
satisfaction; (xiii) any combination of, or a specified increase in, any of the foregoing; and
(xiv) the formation of joint ventures, research and development collaborations, marketing or
customer service collaborations, or the completion of other corporate transactions intended to
enhance the Corporation’s revenue or profitability or expand its customer base; provided, however,
that for purposes of items (ii), (iii) and (vii) above, the Plan Administrator may, at the time the
Awards are made, specify certain adjustments to such items as reported in accordance with generally
accepted accounting principles in the U.S. (“GAAP”), which will exclude from the calculation of
those performance goals one or more of the following: certain charges related to acquisitions,
stock-based compensation, employer payroll tax expense on certain stock option exercises,
settlement costs, restructuring costs, gains or losses on strategic investments, non-operating
gains or losses, certain other non-cash charges, valuation allowance on deferred tax assets, and
the related income tax effects, purchases of property and equipment, and any extraordinary non-
recurring items as described in Accounting Principles Board Opinion No. 30, provided that such
adjustments are in conformity with those reported by the Corporation on a non-GAAP basis. In
addition, such performance goals may be based upon the attainment of specified levels of the
Corporation’s performance under one or more of the measures described above relative to the
performance of other entities and may also be based on the performance of any of the Corporation’s
business groups or divisions thereof or any Parent or Subsidiary. Performance goals may include a
minimum threshold level of performance below which no award will be earned, levels of performance
at which specified portions of an award will be earned, and a maximum level of performance at which
an award will be fully earned. The Plan Administrator may provide that, if the actual level of
attainment for any performance objective is between two specified levels, the amount of the award
attributable to that performance objective shall be interpolated on a straight-line basis.



     3. Any new, substituted or additional securities or other property (including money paid other
than as a regular cash dividend) that the Participant may have the right to receive with respect to
the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares, spin-off transaction or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration or a substantial reduction in the value of outstanding shares of Common Stock as a
result of a spin-off transaction or an extraordinary dividend or distribution, shall be issued
subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of
Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.



     4. The Participant shall have full shareholder rights with respect to any shares of Common
Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s
interest in those shares is vested. Accordingly, the Participant shall have the right to vote such
shares and to receive any regular cash dividends paid on such shares. The Participant shall not
have any shareholder rights with respect to the shares of Common Stock subject to a restricted
stock unit or share right award until that award vests and the shares of Common Stock are actually
issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or in
actual or phantom shares of Common Stock, on outstanding restricted stock unit or share right
awards, subject to such terms and conditions as the Plan Administrator may deem appropriate.



     5. Should the Participant cease to remain in Service while holding one or more unvested shares
of Common Stock issued under the Stock Issuance Program or should the performance objectives not be
attained with respect to one or more such unvested shares of Common Stock, then those shares shall
be immediately surrendered to the Corporation for cancellation, and the Participant shall have no
further



13









 







shareholder rights with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash, cash equivalent or otherwise,
the Corporation shall repay to the Participant the same amount and form of consideration as the
Participant paid for the surrendered shares.



     6. The Plan Administrator may in its discretion waive the surrender and cancellation of one or
more unvested shares of Common Stock that would otherwise occur upon the cessation of the
Participant’s Service or the non-attainment of the performance objectives applicable to those
shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the
shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time,
whether before or after the Participant’s cessation of Service or the attainment or non-attainment
of the applicable performance objectives. However, no vesting requirements tied to the attainment
of performance objectives may be waived with respect to shares that were intended at the time of
issuance to qualify as performance-based compensation under Code Section 162(m), except in the
event of the Participant’s Involuntary Termination or as otherwise provided in Section II.E of this
Article Three.



     7. Outstanding share right awards or restricted stock units under the Stock Issuance Program
shall automatically terminate, and no shares of Common Stock shall actually be issued in
satisfaction of those awards or units, if the performance goals or Service requirements established
for such awards or units are not attained or satisfied. The Plan Administrator, however, shall have
the discretionary authority to issue vested shares of Common Stock under one or more outstanding
share right awards or restricted stock units as to which the designated performance goals or
Service requirements have not been attained or satisfied. However, no vesting requirements tied to
the attainment of performance goals may be waived with respect to awards or units which were at the
time of grant intended to qualify as performance-based compensation under Code Section 162(m),
except in the event of the Participant’s Involuntary Termination or as otherwise provided in
Section II.E of this Article Three.



     II. CHANGE IN CONTROL/HOSTILE TAKE-OVER



     A. All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program
shall terminate automatically, and all the shares of Common Stock subject to those terminated
rights shall immediately vest in full, in the event of any Change in Control, except to the extent
(i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or
otherwise continued in full force and effect pursuant to the express terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock
Issuance Agreement.



     B. Each outstanding Award under the Stock Issuance Program that is assumed in connection with
a Change in Control or otherwise continued in effect shall be adjusted immediately after the
consummation of that Change in Control to apply to the number and class of securities into which
the shares of Common Stock subject to the Award immediately prior to the Change in Control would
have been converted in consummation of such Change in Control had those shares actually been
outstanding at that time, and appropriate adjustments shall also be made to the cash consideration
(if any) payable per share thereunder, provided the aggregate amount of such consideration shall
remain the same. If any such Award is not so assumed or otherwise continued in effect or replaced
with a cash retention program that preserves the Fair Market Value of the shares underlying the
Award at the time of the Change in Control and provides for the subsequent payout of that value in
accordance with the vesting schedule in effect for the Award at the time of such Change in Control,
such Award shall vest, and the shares of Common Stock subject to that Award shall be issued as
fully-vested shares, immediately prior to the consummation of the Change in Control.



14









 





     C. The Plan Administrator shall have the discretionary authority to structure one or more
unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to
those Awards shall automatically vest (or vest and become issuable) in whole or in part immediately
upon the occurrence of a Change in Control or upon the subsequent termination of the Participant’s
Service by reason of an Involuntary Termination within a designated period (not to exceed eighteen
(18) months) following the effective date of that Change in Control transaction.



     D. The Plan Administrator shall also have the discretionary authority to structure one or
more unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to
those Awards shall automatically vest (or vest and become issuable) in whole or in part immediately
upon the occurrence of a Hostile Take-Over or upon the subsequent termination of the Participant’s
Service by reason of an Involuntary Termination within a designated period (not to exceed eighteen
(18) months) following the effective date of that Hostile Take-Over.



     E. The Plan Administrator’s authority under Paragraphs C and D of this Section II shall also
extend to any Award intended to qualify as performance-based compensation under Code Section
162(m), even though the automatic vesting of those Awards pursuant to Paragraph C or D of this
Section II may result in their loss of performance-based status under Code Section 162(m).



15









 





ARTICLE FOUR




DIRECTOR AUTOMATIC GRANT PROGRAM




     I. TERMS



     A. Grant Dates. Grants under this amended and restated Article Four shall be made on
the dates specified below:



     1. On the date of each annual meeting of shareholders, beginning with the 2006 Annual Meeting
of Shareholders, each individual who is to continue to serve as an Eligible Director, whether or
not that individual is standing for re-election to the Board at that particular annual meeting of
shareholders, shall automatically be granted a Non-Statutory Option to purchase 10,000 shares of
Common Stock and restricted stock units covering 5,000 shares of Common Stock. There shall be no
limit on the number of such annual option grants and restricted stock unit awards any one Eligible
Director may receive over his or her period of Board service, and Eligible Directors who have
previously been in the employ of the Corporation (or any Parent or Subsidiary) shall be eligible to
receive one or more such annual option grants and restricted stock unit awards over their period of
Board service.



     2. Each individual who is first elected or appointed as an Eligible Director at any time on or
after February 24, 2006, other than at an annual meeting of shareholders, shall, on the date he or
she commences Service as an Eligible Director, automatically be granted the following Awards,
provided such individual has not previously been in the employ of the Corporation (or any Parent or
Subsidiary):




     (i) a Non-Statutory Option to purchase that number of shares of Common Stock determined by
multiplying the normal 10,000-share automatic annual option grant by a fraction the numerator of
which is the number of months (including any partial month, expressed as a fraction) that will
elapse between the date he or she commenced Service as an Eligible Director and the first May 5th
next succeeding such Service commencement date and the denominator of which is 12 months; and




     (ii) a restricted stock unit award covering the number of shares of Common Stock determined
by multiplying the normal 5,000-share automatic annual restricted stock unit award by a fraction
the numerator of which is the number of months (including any partial month, expressed as a
fraction) that will elapse between the date he or she commenced Service as an Eligible Director
and the first May 5th next succeeding such Service commencement date and the denominator of which
is 12 months.



     B. Exercise Price.



     1. The exercise price per share for each option granted under this Article Four shall be equal
to one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.



     2. The exercise price shall be payable in one or more of the alternative forms authorized
under the Discretionary Grant Program. Except to the extent the sale and remittance procedure
specified thereunder is utilized, payment of the exercise price for the purchased shares must be
made on the Exercise Date.



     C. Option Term. Each option granted under this Article Four shall have a term of ten
(10) years measured from the option grant date.



     D. Exercise and Vesting of Options. Each option granted under this Article Four
shall be immediately exercisable for any or all of the option shares. However, any unvested shares
purchased under the option shall be subject to repurchase by the Corporation, at the exercise price
paid per share,



16









 







upon the Optionee’s cessation of Board service prior to vesting in those shares.
The shares subject to each grant shall vest, and the Corporation’s repurchase right shall lapse, in a series of one or
more successive equal quarterly installments over the period measured from the date of the option
grant. The quarterly vesting dates shall be the 5th day of February, May, August and November each
year, with the first such quarterly vesting date to be at least thirty (30) days after the date of
the option grant and the final vesting date to be the earlier of (i) the last quarterly vesting
date determined for such option in accordance with the foregoing specified dates or (ii) the day
immediately preceding the date of the first annual meeting of shareholders following the grant date
of such option. The Optionee shall not vest in any additional shares subject to such option
following his or her cessation of service as a Board member; provided, however, that should such
cessation of Board service occur by reason of the Optionee’s death or Permanent Disability, all the
shares purchased or purchasable under that option shall immediately vest.



     E. Vesting of Restricted Stock Units and Issuance of Shares. Each restricted stock
unit award shall vest in a series of one or more successive equal quarterly installments over the
period measured from the date of such award. The quarterly vesting dates shall be the 5th day of
February, May, August and November each year, with the first such quarterly vesting date to be at
least thirty (30) days after the date of the award and the final vesting date to be the earlier of
(i) the last quarterly vesting date determined for such award in accordance with the foregoing
specified dates or (ii) the day immediately preceding the date of the first annual meeting of
shareholders following the date of such award. The Board member shall not vest in any additional
restricted stock units following his or her cessation of service as a Board member; provided,
however, that each restricted stock unit award held by an Eligible Director under the Director
Automatic Grant Program will immediately vest in full upon his or her cessation of Board service by
reason of death or Permanent Disability. As the restricted stock units under the Director Automatic
Grant Program vest in one or more installments, the shares of Common Stock underlying those vested
units shall be promptly issued.



     F. Limited Transferability of Options. Each option granted under the Director
Automatic Grant Program may be assigned in whole or in part during the Optionee’s lifetime to one
or more Family Members of the Optionee or to a trust established exclusively for Optionee and/or
for one or more such Family Members, to the extent such assignment is in connection with the
Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion may only be
exercised by the person or persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as those in effect for
the option immediately prior to such assignment and shall be set forth in such documents issued to
the assignee as the Plan Administrator may deem appropriate. The Optionee may also designate one or
more persons as the beneficiary or beneficiaries of his or her outstanding options under this
Article Four, and those options shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options subject to all the
terms and conditions of the applicable agreement evidencing each such transferred option, including
(without limitation) the limited time period during which the option may be exercised following the
Optionee’s death.



     G. Termination of Board Service. The following provisions shall govern the exercise
of any outstanding options under the Director Automatic Grant Program held by the Optionee at the
time the Optionee ceases to serve as a Board member:




     (i) The Optionee (or, in the event of Optionee’s death, the personal representative of the
Optionee’s estate or the person or persons to whom the option is transferred pursuant to the
Optionee’s will or the laws of inheritance or the designated beneficiary or beneficiaries of such
option) shall have a twelve (12)-month period following the date of such cessation of Board
service in which to exercise each such option.



17









 






     (ii) During the twelve (12)-month exercise period, the option may not be exercised for more
than the number of vested shares of Common Stock for which the option is exercisable at the time
of the Optionee’s cessation of Board service.




     (iii) Should the Optionee cease to serve as a Board member by reason of death or Permanent
Disability, all shares at the time subject to the option shall immediately vest so that such
option may, during the twelve (12)-month exercise period following such cessation of Board
service, be exercised for all or any portion of those shares as fully-vested shares of Common
Stock.




     (iv) In no event shall the option remain exercisable after the expiration of its term. Upon
the expiration of the twelve (12)-month exercise period or (if earlier) upon the expiration of
the option term, the option shall terminate and cease to be outstanding for any vested shares for
which the option has not been exercised. However, the option shall, immediately upon the
Optionee’s cessation of Board service for any reason other than death or Permanent Disability,
terminate and cease to be outstanding to the extent the option is not otherwise at that time
exercisable for vested shares.



     II. CHANGE IN CONTROL/HOSTILE TAKE-OVER



     A. In the event of any Change in Control while the Eligible Director remains a Board member,
the following provisions shall apply:




     (i) The shares of Common Stock at the time subject to each outstanding option held by such
Eligible Director under the Director Automatic Grant Program but not otherwise vested shall
automatically vest in full so that each such option shall, immediately prior to the effective
date of the Change in Control, become exercisable for all the option shares as fully-vested
shares of Common Stock and may be exercised for any or all of those vested shares. Immediately
following the consummation of the Change in Control, each automatic option grant shall terminate
and cease to be outstanding, except to the extent assumed by the successor corporation (or parent
thereof) or otherwise continued in full force and effect pursuant to the express terms of the
Change in Control transaction.




     (ii) The shares of Common Stock that are at the time of such Change in Control subject to
any outstanding restricted stock units awarded to such Director under the Director Automatic
Grant Program shall, immediately prior to the effective date of the Change in Control, vest in
full and be issued to such individual as soon as administratively practicable thereafter, but in
no event later than fifteen (15) business days.



     B. In the event of a Hostile Take-Over while the Eligible Director remains a Board member,
the following provisions shall apply:




     (i) The shares of Common Stock at the time subject to each option outstanding option held by
such Eligible Director under the Director Automatic Grant Program but not otherwise vested shall
automatically vest in full so that each such option shall, immediately prior to the effective
date of the Hostile Take-Over, become exercisable for all the option shares as fully-vested
shares of Common Stock and may be exercised for any or all of those vested shares. Each such
option shall remain exercisable for such fully-vested option shares until the expiration or
sooner termination of the option term or the surrender of the option in connection with that
Hostile Take-Over.




     (ii) The shares of Common Stock that are at the time of such Hostile Take-Over subject to
any outstanding restricted stock units awarded to such Eligible Director under the Director
Automatic Grant Program shall, immediately prior to the effective date of the Hostile Take-Over,
vest in full and be



18









 







issued to such individual as soon as administratively practicable thereafter, but in no
event later than fifteen (15) business days.



     C. All outstanding repurchase rights under the Director Automatic Grant Program shall
automatically terminate, and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control or Hostile Take-Over.



     D. Each option that is assumed in connection with a Change in Control or otherwise continued
in full force and effect shall be appropriately adjusted, immediately after such Change in Control,
to apply to the number and class of securities that would have been issuable to the Optionee in
consummation of such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the Corporation’s outstanding
Common Stock receive cash consideration for their Common Stock in consummation of the Change in
Control transaction, the successor corporation may, in connection with the assumption of the
outstanding options under the Director Automatic Grant Program, substitute one or more shares of
its own common stock with a fair market value equivalent to the cash consideration paid per share
of Common Stock in such Change in Control transaction.



     F. The existence of outstanding Awards under the Director Automatic Grant Program shall in no
way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.



     III. REMAINING TERMS



     The remaining terms of each option granted under the Director Automatic Grant Program shall be
the same as the terms in effect for option grants made under the Discretionary Grant Program.



19









 





ARTICLE FIVE




MISCELLANEOUS




     I. TAX WITHHOLDING



     A. The Corporation’s obligation to deliver shares of Common Stock upon the issuance, exercise
or vesting of Awards under the Plan shall be subject to the satisfaction of all applicable federal,
state and local income and employment tax withholding requirements.



     B. The Plan Administrator may, in its discretion, provide any or all Optionees or
Participants to whom Awards are made under the Plan (other than the Awards made under the Director
Automatic Grant Program) with the right to utilize either or both of the following methods to
satisfy all or part of the Withholding Taxes to which those holders may become subject in
connection with the issuance, exercise or vesting of those Awards.




     Stock Withholding: The election to have the Corporation withhold, from the shares
of Common Stock otherwise issuable upon the issuance, exercise or vesting of those Awards a
portion of those shares with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by the Optionee or
Participant and make a cash payment equal to such Fair Market Value directly to the appropriate
taxing authorities on such individual’s behalf. The shares of Common Stock so withheld shall not
reduce the number of shares of Common Stock authorized for issuance under the Plan.




     Stock Delivery: The election to deliver to the Corporation, at the time the Award
is issued, exercised or vests, one or more shares of Common Stock previously acquired by such the
Optionee or Participant (other than in connection with the issuance, exercise or vesting
triggering the Withholding Taxes) with an aggregate Fair Market Value equal to the percentage of
the Withholding Taxes (not to exceed one hundred percent (100%)) designated by such holder. The
shares of Common Stock so delivered shall not be added to the shares of Common Stock authorized
for issuance under the Plan.



     II. SHARE ESCROW/LEGENDS



     Unvested shares issued under the Plan may, in the Plan Administrator’s discretion, be held in
escrow by the Corporation until the Participant’s interest in such shares vests or may be issued
directly to the Participant with restrictive legends on the certificates evidencing those unvested
shares.



     III. EFFECTIVE DATE AND TERM OF THE PLAN



     A. The Plan became effective immediately on the Original Effective Date. Awards may be
granted under the Discretionary Grant Program, the Stock Issuance Program and the Director
Automatic Grant Program at any time on or after the Original Effective Date.



     B. The Plan shall serve as the successor to the Predecessor Plans, and no further option
grants or direct stock issuances shall be made under the Predecessor Plans after April 16, 1998.
All options outstanding under the Predecessor Plans on April 16, 1998 were incorporated into the
Plan at that time and are treated as outstanding options under the Plan. However, each outstanding
option so incorporated shall continue to be governed solely by the terms of the documents
evidencing such option, and no provision of the Plan shall be deemed to affect or otherwise modify
the rights or obligations of the holders of such incorporated options with respect to their
acquisition of shares of Common Stock.



20









 





     C. One or more provisions of the Plan, including (without limitation) the option/vesting
acceleration provisions of Article Two relating to Changes in Control and Hostile Take-Overs, may,
in the Plan Administrator’s discretion, be extended to one or more options incorporated from the
Predecessor Plans that do not otherwise contain such provisions.



     D. The Plan was amended and restated by the Board on March 9, 2007 (the “2007 Restatement”),
subject to shareholder approval at the 2007 Annual Meeting of Shareholders, to extend the term of
the plan through March 9, 2017 and effect various technical revisions to facilitate plan
administration. The revisions to the Plan shall not become effective unless the shareholders
approve the 2007 Restatement at the 2007 Annual Meeting of Shareholders. Should shareholder
approval not be obtained at the 2007 Annual Meeting of Shareholders, the proposed revision to the
term of the Plan will not be implemented. The Plan will, however, continue in effect, and Awards
will continue to be made under the Plan until all the shares available for issuance under the Plan
have been issued pursuant to Awards made under the Plan.



     E. The Plan shall terminate upon the earliest to occur of (i) March 9, 2017, (ii) the
date on which all shares available for issuance under the Plan shall have been issued as
fully-vested shares or (iii) the termination of all outstanding Awards in connection with a Change
in Control. Should the Plan terminate March 9, 2017, all Awards outstanding at that time shall
continue to have force and effect in accordance with the provisions of the documents evidencing
such Awards.



     IV. AMENDMENT OF THE PLAN



     A. The Board shall have complete and exclusive power and authority to amend or modify the
Plan in any or all respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to Awards at the time outstanding under the Plan unless the
Optionee or the Participant consents to such amendment or modification. In addition, shareholder
approval will be required for any amendment to the Plan that (i) materially increases the number of
shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of
individuals eligible to receive option grants or other awards under the Plan, (iii) materially
increases the benefits accruing to the Optionees and Participants under the Plan or materially
reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (iv)
materially extends the term of the Plan or (v) expands the types of awards available for issuance
under the Plan.



     B. Awards may be made under the Plan that involve shares of Common Stock in excess of the
number of shares then available for issuance under the Plan, provided no shares shall actually be
issued pursuant to those Awards until the number of shares of Common Stock available for issuance
under the Plan is sufficiently increased either by (1) the automatic annual share increase
provisions of Section V.B. of Article One or (2) shareholder approval of an amendment of the Plan
sufficiently increasing the share reserve. If shareholder approval is required and is not obtained
within twelve (12) months after the date of the first such excess Award, then all Awards made on
the basis of such excess shares shall terminate and cease to be outstanding.



     V. USE OF PROCEEDS



     Any cash proceeds received by the Corporation from the sale of shares of Common Stock under
the Plan shall be used for general corporate purposes.



21









 





     VI. REGULATORY APPROVALS



     A. The implementation of the Plan, the grant of any Award and the issuance of shares of
Common Stock in connection with the issuance, exercise or vesting of any Award made under the Plan
shall be subject to the Corporation’s procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the
shares of Common Stock issuable pursuant to those Awards.



     B. No shares of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable requirements of Federal and
state securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange on which Common Stock is then listed for trading.



     VII. NO EMPLOYMENT/SERVICE RIGHTS



     Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of
the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate
such person’s Service at any time for any reason, with or without cause.



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APPENDIX



The following definitions shall be in effect under the Plan:



A. Award shall mean any of the following stock or stock-based awards authorized for
issuance or grant under the Plan: stock option, stock appreciation right, direct stock issuance,
restricted stock or restricted stock unit award or other stock-based award.



B. Board shall mean the Corporation’s Board of Directors.



C. Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:





(i) a shareholder-approved merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation’s outstanding
securities are transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction, or




(ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of
the Corporation’s assets in complete liquidation or dissolution of the Corporation, or




(iii) the acquisition, directly or indirectly by any person or related group of persons (other
than the Corporation or a person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation), of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of securities
possessing more than fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation’s shareholders or pursuant to a private transaction or series of transactions
with one or more of the Corporation’s shareholders.


D. Code shall mean the Internal Revenue Code of 1986, as amended.



E. Common Stock shall mean the Corporation’s Class A Common Stock.



F. Corporation shall mean Broadcom Corporation, a California corporation, and any
corporate successor to all or substantially all of the assets or voting stock of Broadcom
Corporation that shall by appropriate action adopt the Plan.



G. Director Automatic Grant Program shall mean the director automatic grant program in
effect under Article Four of the Plan for the Eligible Directors.



H. Discretionary Grant Program shall mean the discretionary grant program in effect under
Article Two of the Plan pursuant to which stock options and stock appreciation rights may be
granted to one or more eligible individuals.



I. Eligible Director shall mean a Board member who is not, at the time of such
determination, an employee of the Corporation (or any Parent or Subsidiary) and who is accordingly
eligible to participate in the Director Automatic Grant Program in accordance with the eligibility
provisions of Articles One and Four.




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J. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.



K. Exercise Date shall mean the date on which the Corporation shall have received written
notice of the option exercise.



L. Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:





(i) If the Common Stock is at the time traded on the Nasdaq Global Select
Marketsm, then the Fair Market Value shall be the closing selling price per
share of Common Stock at the close of regular hours trading (i.e., before after-hours trading
begins) on the Nasdaq Global Select Market on the date in question, as such price is reported
by the National Association of Securities Dealers. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.




(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be the closing selling price per share of Common Stock at the close of regular
hours trading (i.e., before after-hours trading begins) on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding date for which such
quotation exists.


M. Family Member means, with respect to a particular Optionee or Participant, any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, bother-in-law or sister-in-law.



N. Hostile Take-Over shall mean either of the following events effecting a change in
control or ownership of the Corporation:





(i) the acquisition, directly or indirectly, by any person or related group of persons (other
than the Corporation or a person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation) of beneficial ownership (within the meaning of Rule
13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation’s outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation’s shareholders that the Board does not
recommend such shareholders to accept, or




(ii) a change in the composition of the Board over a period of thirty-six (36) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be composed of individuals who either (A) have
been Board members continuously since the beginning of such period or (B) have been elected or
nominated for election as Board members during such period by at least a majority of the Board
members described in clause (A) who were still in office at the time the Board approved such
election or nomination.


O. Incentive Option shall mean an option that satisfies the requirements of Code Section
422.



P. Involuntary Termination shall mean the termination of the Service of any individual
that occurs by reason of:




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(i) such individual’s involuntary dismissal or discharge by the Corporation for reasons other
than Misconduct, or




(ii) such individual’s voluntary resignation following (A) a change in his or her position with
the Corporation that materially reduces his or her duties and responsibilities or the level of
management to which he or she reports, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and target bonus under any corporate-performance based
bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such
individual’s place of employment by more than fifty (50) miles, provided and only if such
change, reduction or relocation is effected by the Corporation without the individual’s
consent.


Q. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by
the Optionee or Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to
discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions
shall not be deemed, for purposes of the Plan, to constitute grounds for termination for
Misconduct.



R. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.



S. Non-Statutory Option shall mean an option not intended to satisfy the requirements of
Code Section 422.



T. Optionee shall mean any person to whom an option is granted under the Discretionary
Grant or Director Automatic Grant Program.



U. Original Effective Date shall mean February 3, 1998.



V. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.



W. Participant shall mean any person who is issued shares of Common Stock or restricted
stock units or other stock-based awards under the Stock Issuance Program, and any person who is
issued restricted stock units under the Director Automatic Grant Program.



X. Permanent Disability or Permanently Disabled shall mean the inability of the Optionee
or the Participant to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which is both (i) expected to result in death or
determined to be total and permanent by two (2) physicians selected by the Corporation or its
insurers and acceptable to the Optionee or the Participant (or the Optionee’s or Participant’s
legal representative), and (ii) entitles the Optionee or the Participant to the payment of
long-term disability benefits from the Corporation’s long-term disability plan. The process for
determining a Permanent Disability in accordance with the foregoing shall be completed no later
than the later of (i) the close of the calendar year in which the Optionee’s or the Participant’s
Service terminates by reason of the physical or mental impairment triggering the determination
process or (ii) the fifteenth day of the third calendar month following such termination of
Service. However, solely for purposes of the Director Automatic Grant Program, Permanent
Disability or


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Permanently Disabled shall mean the inability of the Eligible Director to perform his or her usual
duties as a Board member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12) months or more.



Y. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as set forth in this
document.



Z. Plan Administrator shall mean the particular entity, whether the Primary Committee, the
Board or a Secondary Committee, which is authorized to administer the Discretionary Grant and Stock
Issuance Programs with respect to one or more classes of eligible persons, to the extent such
entity is carrying out its administrative functions under those programs with respect to the
persons then subject to its jurisdiction.



AA. Predecessor Plans shall collectively mean the Corporation’s 1994 Amended and Restated
Stock Option Plan and the Special Stock Option Plan, as in effect immediately prior to the Original
Effective Date hereunder.



BB. Primary Committee shall mean the committee of two (2) or more Eligible Directors
appointed by the Board to administer the Discretionary Grant and Stock Issuance Programs with
respect to Section 16 Insiders.



CC. Secondary Committee shall mean a committee of two or more Board members appointed by
the Board to administer the Discretionary Grant and Stock Issuance Programs with respect to one or
more classes of eligible persons other than Section 16 Insiders.



DD. Section 16 Insider shall mean an officer or director of the Corporation subject to the
short-swing profit liability provisions of Section 16 of the 1934 Act.



EE. Service shall mean the performance of services for the Corporation (or any Parent or
Subsidiary) by a person in the capacity of an Employee, an Eligible Director or a consultant or
independent advisor, except to the extent otherwise specifically provided in the documents
evidencing the Award made to such person. For purposes of the Plan, an Optionee or Participant
shall be deemed to cease Service immediately upon the occurrence of the either of the following
events: (i) the Optionee or Participant no longer performs services in any of the foregoing
capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the
Optionee or Participant is performing such services ceases to remain a Parent or Subsidiary of the
Corporation, even though the Optionee or Participant may subsequently continue to perform services
for that entity.



FF. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global Select
Market, the Nasdaq Global Market or the New York Stock Exchange.



GG. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and
the Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program.



HH. Stock Issuance Program shall mean the stock issuance program in effect under Article
Three of the Plan.



II. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.




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JJ. Take-Over Price shall mean the greater of (i) the Fair Market Value per share of
Common Stock on the date the option is surrendered to the Corporation in connection with a Hostile
Take-Over or, if applicable, (ii) the highest reported price per share of Common Stock paid by the
tender offeror in effecting such Hostile Take-Over through the acquisition of such Common Stock.
However, if the surrendered option is an Incentive Option, the Take-Over Price shall not exceed the
clause (i) price per share.



KK. 10% Shareholder shall mean the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation (or any Parent or Subsidiary).



LL. Withholding Taxes shall mean the federal, state and local income and employment taxes
to which the Optionee or Participant may become subject in connection with the issuance, exercise
or vesting of the Award made to him or her under the Plan.





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