exv10w1






Exhibit 10.1




January 8, 2010




Rajiv Ramaswami


Dear Rajiv,



Subject to approval by Broadcom Corporation’s Board of Directors and its Compensation
Committee, it is my pleasure to present you with this offer of employment to join Broadcom
Corporation (“Broadcom” or the “company”) in the position of Executive Vice President and General
Manager Enterprise Networking Group, reporting to me (Scott McGregor, Chief Executive Officer).



As Executive Vice President and General Manager Enterprise Networking Group at Broadcom, you will
devote all of your business time (excluding periods of vacation and absences made necessary because
of illness or other traditionally approved leave purposes), energy and skill in the performance of
your duties for Broadcom.



You agree to abide at all times by Broadcom’s policies and procedures governing Broadcom officers
and/or employees, as the same may be revised and updated from time to time, including, without
limitation, the Code of Ethics and Corporate Conduct (the “Code of Conduct”), Conflicts of Interest
Policy, Appropriate Use Policy, and Policy on Insider Trading and Unauthorized Disclosures.



The specifics of our offer follow below. Certain capitalized terms not defined in this letter
agreement (the “Letter Agreement”) may have the meanings defined in Appendices I and II. Appendices
I and II are hereby incorporated as though set forth in full herein. The specifics of the offer are
as follows:




START DATE 



It is expected that you will commence employment with the company pursuant to the terms of this
Letter Agreement on a date to be mutually determined.




BASE SALARY AND ANNUAL BONUS



You will be paid on a salary basis and your base salary will be $13,076.92 paid bi-weekly (which is
equivalent to $340,000 annually).



You will be eligible to participate in the company’s annual cash bonus program, and your initial
target bonus under such program shall be 75% of your annual base salary. The amount of any bonus
actually paid to you under the program is subject to the complete discretion of the Compensation
Committee of the company’s Board of Directors (the “Committee”). You will not be eligible for any
annual bonus payment if you cease to be an employee of the company for any reason prior to the date
that bonuses for that year are paid unless otherwise required by law. For





 









 







2010, your target bonus will be pro-rated based on the number of days that you are actively and
continuously employed by the company for this fiscal year. Your target bonus for future years shall
be as determined by the Committee, taking into account the target bonus levels for other senior
executives of the company. The Committee shall, at all times, have the discretion to change,
revise, amend or cancel any bonus program that may be established from time to time.



RETENTION SIGN-ON BONUS



You will be paid a special sign-on bonus in the amount of $100,000. This bonus will be processed
through our payroll department and will be paid to you in the first payroll check you receive
following your Start Date. The bonus will be taxable as ordinary wages, and the company will
collect all applicable withholding taxes and pay you the net amount remaining after such taxes have
been withheld. However, by signing this Letter Agreement, you hereby agree that should you
voluntarily terminate your employment with Broadcom other than for Good Reason within twenty four
(24) months after your Start Date, you will repay your sign-on bonus within ten (10) business days
following your termination date.



STOCK OPTIONS AND RESTRICTED STOCK UNITS



We will recommend to the Compensation Committee that you receive a stock option grant to purchase
One Hundred and Fifty Thousand (150,000) shares of Broadcom Class A common stock with an exercise
price per share equal to the closing price of our Class A common stock on the NASDAQ Global Select
Market as of the grant date. The options will be presented for approval at the first regular
Compensation Committee meeting following your employment start date and provided further that the
window for executive stock trades as determined under the Company’s policies and procedures is open
on that date; otherwise the option will be granted as soon as feasible following the opening of the
next window for executive stock trades as determined under the company’s policies and procedures.
The option will vest with respect to 25% of the underlying shares upon the first anniversary of
your Start Date. The remaining 75% of shares subject to the option will vest in equal monthly
installments, on each monthly anniversary of the Start Date that occurs during the period of
thirty-six months following the first anniversary of the Start Date. Vesting of the options will
not be subject to performance criteria other than continued service as an employee. The stock
option will have a ten year term, but will be subject to early termination should your employment
terminate. Any grant of options will be subject to the terms and conditions of the Broadcom
Corporation 1998 Stock Incentive Plan, as amended and restated (“the Plan”) and the individual
stock option agreement governing the grant. The terms of the Plan and agreement will control over
any of the terms of this letter.



We will recommend to the appropriate committee that you receive Seventy Five Thousand (75,000)
Restricted Stock Units (RSU’s). Each RSU will entitle you to receive one share of Class A Common
Stock at the time of vesting. RSUs are generally subject to regularly scheduled award dates and
vest quarterly over four (4) years, measured from the award date. Generally, the Class A Common
Stock underlying the RSUs will be issued to you at the time of quarterly vesting on the 5th day of
February, May, August, and November of each year following the award date.



Additionally, we will recommend to the appropriate committee that you receive another grant of
Fifteen Thousand (15,000) Restricted Stock Units (RSU’s). Each RSU will entitle you to receive one
share of Class A Common Stock at the time of vesting. These RSUs would vest 100% on the third
anniversary of the award date. Generally, the Class A Common Stock underlying the RSUs will be
issued to you at the time of vesting.



You must satisfy the applicable withholding taxes with respect to all shares you acquire pursuant
to your options and RSUs, in accordance with the Company’s policies for administering its option
and RSU plans. Vesting of the restricted stock units will not be subject to performance criteria
other than continued service as an employee. Any award will be subject to the terms of the Plan






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and the individual agreement governing the award and such plan terms will control over the terms of
this letter.



The foregoing grants will be made by the Committee pursuant to Broadcom’s 1998 Stock Incentive
Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan
together with its current prospectus, our current forms of notice of grant of stock option, stock
option agreement and restricted stock unit issuance agreement. The terms and conditions set forth
therein are subject to change from time to time at the discretion of the Committee.



BENEFITS



As a Broadcom employee, you will be eligible to participate in our employee benefits plans, which
currently include comprehensive medical, dental, vision, life and both short and long-term
disability insurance programs. In addition, you may join Broadcom’s employee stock purchase plan
on any regular entry date and thereby have the opportunity to purchase a limited amount of our
Class A common stock periodically at a discounted price. You will also be eligible for
participation in the Broadcom 401(k) savings program and for paid holidays, as designated by the
company (approximately ten days annually). Additionally, Broadcom permits its executives to take
time off with pay at their discretion, subject to fulfilling performance expectations. Personal
time off should be approved in advance be in accordance with Broadcom’s ‘Executive Vacation
Policy’.



The above benefits shall accrue in accordance with our stated policies and may change from
time-to-time at Broadcom’s discretion. We have provided you with information concerning our
current benefit programs for your convenience. Effective on your Start Date, or such other date
as may be specified with regard to any particular benefit, you will be eligible for our current,
comprehensive benefits package. Although the summary plan descriptions and other information from
the Human Resources Department are designed to assist employees, the underlying plan documents
themselves, which are available through the Human Resources Department, are the controlling
documents with regard to these benefits. Should any questions relating to our benefits package
arise, please feel free to discuss them with our benefits representative when you join Broadcom.
At that time you will be asked to make a decision as to which of the medical plans best suit your
needs.



INDEMNIFICATION AND LIABILITY INSURANCE



You will be covered under Broadcom’s insurance policies for directors and officers liability and
will be provided indemnification (covering your services as an officer and/or employee) to the
maximum extent permitted by Broadcom’s bylaws and Articles of Incorporation, with such insurance
coverage and indemnification to be on terms no less favorable than those provided as Broadcom’s
standard practice for senior executive officers and directors.



METHOD OF REPAYMENT FOR ANY AND ALL REPAYMENT OBLIGATIONS



You understand and agree that for any and all repayment(s) you are required to make to Broadcom
under the terms of this letter, Broadcom is authorized to satisfy such repayment(s) by deductions
from your paycheck to the extent authorized by law and/or to collect such repayment(s) directly
from you.










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GENERAL AND ADDITIONAL TERMS



Employment with Broadcom “at-will.” This means that it is not for any specified period of time and
can be terminated by you or by Broadcom at any time, with or without advance notice or procedures,
and for any or no particular reason or cause. It also means that your job duties, title,
responsibilities, reporting level, compensation and benefits, as well as Broadcom’s personnel
policies and procedures, may be changed at any time, with or without notice in the sole discretion
of Broadcom. This “at-will” nature of your employment shall remain unchanged during your tenure as
an employee, and can only be changed by an express written agreement that is signed by you and by
Broadcom’s President and Chief Executive Officer.



COMPLIANCE WITH COMPANY POLICIES



As an employee of Broadcom, you will be expected to comply with Broadcom’s personnel and other
policies including, but not limited to, Broadcom’s policy prohibiting discrimination and unlawful
harassment, insider trading, conflicts of interest and violation of applicable laws in the course
of performing services to Broadcom.



TERMINATION



Employment with Broadcom is at-will. Broadcom may terminate your employment with or without
“Cause” or may terminate your employment in the event of your “Disability” should you be unable to
perform the normal duties of your position with or without reasonable accommodation You may
terminate your employment with or without “Good Reason,” and your employment will automatically
terminate upon your death.



If (i) a “Change in Control” should occur during the Term that the Change of Control Severance
Benefit Program described in Appendix II (the “Program”) is in effect and (ii) within twenty-four
(24) months after the date of such Change of Control, either your employment is terminated other
than for Cause or Disability or you terminate your employment for Good Reason, then you will become
eligible for the severance benefits described in Appendix II, provided you satisfy the applicable
conditions for one or more of those benefits. Furthermore, Broadcom will pay certain “Accrued
Obligations” and provide certain “Other Benefits” upon any termination of your employment, as
described in Appendix II.



GENERAL TERMS



Please carefully review and consider the entire contents of this Letter Agreement, including the
attached Appendix I, which outlines some of the most important terms and conditions of employment
with Broadcom, and the attached Appendix II, which contains the terms and conditions of the Change
in Control Severance Benefits Program. This Letter Agreement, including the attached Appendices
and any agreements relating to confidentiality and proprietary rights between you and Broadcom and
the equity awards contemplated by this Letter Agreement, sets forth the terms of your employment
and constitutes the entire agreement between the parties, and supersedes all previous
communications, representations, understandings, and agreements, whether oral or written, between
the parties or any official or representative thereof, relating to the subject matter hereof. This
Letter Agreement may not be modified or amended except by a written amendment signed by the parties
hereto.



You acknowledge that the Company will file the entire text of the agreement with its next Annual or
Quarterly Report on SEC Form 10-K or 10-Q.







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To indicate your acceptance of Broadcom’s offer of employment, please sign and date one copy of
this Letter Agreement in the space provided below acknowledging your acceptance and anticipated
employment date, initial the last pages of Exhibit 1, Appendix I and Appendix II where indicated,
and return all three to Terri Timberman, Sr. Vice President Human Resources. Please feel free to
contact me if you need additional information or to discuss this offer further.



This offer of employment and Letter Agreement are subject to and conditioned upon your commencing
services on a full-time basis no later than the mutually agreed upon Start Date.



Rajiv, the entire Board of Directors and I believe that you will make significant contributions to
Broadcom. We look forward to your joining our company and contributing to our shared vision and
future success.



Sincerely,



BROADCOM CORPORATION




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



ACCEPTANCE:



I accept Broadcom Corporation’s offer of employment on the terms and conditions set forth in this
Letter Agreement, including the Appendices hereto.




	 	 	 	 	 

	Signed:

	 	/s/ Rajiv Ramaswami
 

	 	 
	Date:

	 	January 11, 2010	 	 






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APPENDIX I — ADDITIONAL TERMS AND CONDITIONS



This Appendix I sets forth terms and conditions of the offer of employment made by Broadcom
Corporation (“Broadcom”) to Rajiv Ramaswami. This Appendix I is to be construed in conjunction
with, and is made a part of, the Letter Agreement offering employment with Broadcom. Capitalized
terms not defined in this Appendix I shall have the meanings defined elsewhere in the Letter
Agreement.



1. Immigration, Examinations and Absence of Conflicts. The IMMIGRATION AND CONTROL ACT of 1986
requires employers to verify that every new employee is eligible for employment in the US. This
offer of employment is conditional upon the verification of valid US employment eligibility within
three (3) days of your hire date. An information sheet that outlines various documents you may use
to confirm work eligibility has been provided to you. This offer is also conditional upon the
completion of a comprehensive pre-employment medical examination and background investigation of
you with results satisfactory to Broadcom in its sole discretion. By accepting Broadcom’s offer,
you consent to such examination and investigation by professionals employed for that purpose by
Broadcom and to permit the material results thereof to be released to and discussed with the Board
of Directors, and you agree to complete any information statements and execute any consents
required to facilitate the same.



By accepting Broadcom’s offer, you represent that you have satisfied any obligation you may have to
provide notice to any previous employer and that your employment will not constitute a breach of or
contravene the terms of any other employment agreement or other agreement to which you are a party
or otherwise bound (including but not limited to any agreement that prohibits or restricts your
employment as a result of Broadcom’s competition with any entity) thereby preventing you from
performing your duties pursuant to the Letter Agreement, and this offer and your employment are
conditional upon the absence of any such breach or contravention that would prevent you from
performing your duties pursuant to the Letter Agreement. A breach of these representations shall,
if so elected by Broadcom within one year of the Start Date, render the Letter Agreement null and
void as if it had never existed, and shall, if so elected by Broadcom within one year of the Start
Date, constitute grounds for your immediate termination. Such election by Broadcom shall be
communicated to you by written notice. Upon such election, and except as and then only to the
extent provided in the immediately preceding sentence, Broadcom shall have no further obligation
whatsoever with respect to your employment or the Letter Agreement and shall not be liable for
damages of any kind or type resulting from its good faith election to terminate your employment and
to treat the Letter Agreement as null and void pursuant to this Section 1.



2. Policies and Procedures; Confidentiality and Invention Assignment Agreement. You will be
expected to abide by all Broadcom policies and procedures, including the Code of Conduct, Conflicts
of Interest Policy, Appropriate Use Policy, and Policy on Insider Trading and Unauthorized
Disclosures, and including signing and complying with the Broadcom Confidentiality and Invention
Assignment Agreement (the “CIAA”). The CIAA (a copy of which has been provided to you) prohibits,
both during and after your






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employment with Broadcom, unauthorized use or disclosure to anyone outside of Broadcom of the
proprietary or trade secret information of Broadcom, its customers and its clients, as well as the
disclosure to Broadcom of the proprietary or trade secret information of others. In addition, this
agreement provides for the assignment of employee inventions to Broadcom and prohibits employees
for a period of one year after their employment from inducing employees or consultants to sever
their relationship with Broadcom. Of course, this description is only a summary, and your actual
obligations will be governed by the CIAA itself.



3. Key Man Life Insurance. You agree that at any time during your employment, at the request of
the Board of Directors or a committee thereof and without additional compensation, you will provide
information, complete and sign applications, and submit to reasonable physical examinations for the
purpose of qualifying for so-called “key man” life insurance to be paid for by and owned by
Broadcom for its own benefit. Broadcom shall have no obligation to apply for or to obtain such
insurance or to maintain in effect any such insurance that may issue for any specific period after
its issuance. You understand and agree that neither you nor any of your beneficiaries shall have
any pecuniary, ownership or beneficial interest in such insurance whatsoever, or to require that
Broadcom maintain any such insurance in effect, except that if any such insurance is in effect at
the date of termination of your employment for any reason other than your death or Disability, you
shall have the right to have assigned to you any such policies of insurance that are so assignable,
as provided by the policies or practices of Broadcom then in effect, upon payment by you to
Broadcom of the cash surrender value, if any, and any prepaid premiums.



4. Governing Law. The laws of California shall govern the validity and interpretation of the
Letter Agreement and the Change in Control Severance Program described in Appendix II (the “Change
in Control Severance Program”), without regard to the conflicts of law principles applicable in
California or any other jurisdiction.



5. Captions. The captions of the Letter Agreement (including the captions of its Appendices) are
not part of the provisions of this agreement or the Change in Control Severance Program and shall
have no force or effect.



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



Broadcom Corporation

5300 California Avenue

Irvine, California 92617



Attention: President and Chief Executive Officer







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or to such other address as either party may specify to the other from time to time by notice in
writing in compliance with this paragraph.



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



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



8. Withholding Taxes. Broadcom may withhold from any amounts payable to you such Federal, state,
local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.



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



10. Breach and Remedies. Notwithstanding the provisions of Appendix II setting forth certain
payments and benefits that may be made upon the termination of your employment, you and Broadcom
retain any and all of your rights to assert that the other party has breached the Letter Agreement
(or any of the compensatory equity agreements) by virtue of some action or inaction that does not
constitute “Cause” or “Good Reason” (as defined in Appendix II) and which, if true, would thereby
entitle you to damages or other appropriate relief; provided, however, that any such action or
inaction which is cured within 30 days after notice thereof shall not constitute a breach of the
Letter






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Agreement; further provided that the measure of your damages for any such breach by the Company
shall be your actual damages resulting there from and shall not be determined with reference to the
payments or benefits set forth in Subsections 1(a), 1(b) or 1(e) of Appendix II; and further
provided that your resignation (with or without “Good Reason”) or your termination by Broadcom
(with or without “Cause”) shall not be deemed a breach of the Letter Agreement.



11. Execution and Counterparts. The Letter Agreement may be executed in counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and all of
which together shall constitute one and the same instrument. The Letter Agreement shall become
binding when one or more counterparts hereof, individually or taken together, bearing the
signatures of both you and Broadcom’s representative are exchanged (including an exchange of
counterparts via confirmed facsimile transmission; provided, however, that if the initial exchange
of counterparts is via confirmed facsimile transmission, we shall also exchange signed originals as
soon thereafter as feasible).



Photographic copies of such signed counterparts may be used in lieu of the originals for any
purpose.




12. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU
AND BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH YOUR
EMPLOYMENT, THE LETTER AGREEMENT, THE BENEFITS PROVIDED UNDER THE CHANGE IN CONTROL SEVERANCE
PROGRAM OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT, THE LETTER
AGREEMENT OR THE CHANGE IN CONTROL SEVERANCE PROGRAM SHALL BE SETTLED EXCLUSIVELY BY BINDING
ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE MOST RECENTLY BEEN) EMPLOYED BY
BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION . THIS AGREEMENT TO
ARBITRATE ALSO INCLUDES ALL CLAIMS EITHER PARTY MAY ASSERT FOR VIOLATION OF ANY STATUTE,
REGULATION, ORDINANCE, CONSTITUTION OR COMMON LAW. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED
BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN
ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT.



THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE
SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES
TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY
TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR
VACATION IN ACCORDANCE WITH THE






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PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS.



THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT
OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT
FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, INCLUDING, BUT NOT LIMITED TO,
EXPENSES AND REASONABLE ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND
COSTS UNIQUE IN ARBITRATION SHALL IN ALL EVENTS BE PAID BY BROADCOM. JUDGMENT SHALL BE ENTERED ON
THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE
OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A
COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY
PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER
OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING
THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.



Initials                     








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APPENDIX II — CHANGE IN CONTROL SEVERANCE BENEFIT PROGRAM




          This Appendix II sets forth terms and conditions of a Change in Control Severance Benefit
Program (the “Program”) which is part of the offer of employment made by Broadcom to Rajiv
Ramaswami. This Appendix II is to be construed in conjunction with, and is made a part of, the
Letter Agreement offering employment with Broadcom. Capitalized terms not defined in this Appendix
II shall have the meanings defined elsewhere in the Letter Agreement. The effectiveness of this
Program is subject to and conditioned upon approval of the terms and conditions of this Program by
the Compensation Committee.




          The initial term of the Change in Control Severance Benefit Program (the “Term”) shall
commence on the Start Date and continue until August 18, 2010. On August 19 of each succeeding
calendar year, the Term shall, without any action by Broadcom or the Compensation Committee,
automatically be extended for one (1) additional year unless, before any such automatic renewal
date, the Compensation Committee, by a majority vote, expressly determines that the automatic
extension for such year shall not apply. Employment with Broadcom is at-will, and Broadcom may
unilaterally terminate your employment with or without “Cause” or in the event of your
“Disability.” You may terminate your employment with or without “Good Reason,” and your employment
will automatically terminate upon your death. Any termination of your employment by Broadcom or
you during the Term (or, if your employment extends beyond the Term, during the first twenty-four
(24) months following a Change in Control that occurs during the Term) shall be communicated by a
“Notice of Termination.”




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




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




          (ii) you terminate your employment for Good Reason,




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




          (i) you deliver the general release required under Section (24) (the “Required Release”)
within the applicable time period following your Date of Termination,




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




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







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




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





     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”)
in an amount equal to two (2) times the sum of (A) your annual rate of base salary (using
your then current rate or, if you terminate your employment for Good Reason pursuant
Section (15) due to an excessive reduction in your base salary, then your rate of base
salary immediately before such reduction) and (B) the average of your actual annual bonuses
for the three calendar years (or such fewer number of calendar years of employment with
Broadcom) immediately preceding the calendar year in which such termination of employment
occurs. Such Cash Severance shall be payable over a twenty-four (24)-month period in
successive equal bi-weekly or semi-monthly installments in accordance with the payment
schedule in effect for your Base Salary on your Date of Termination. Subject to the
deferral provisions of Section (8) below, the Cash Severance payments will begin during the
sixty (60) day period measured from the date of your Separation from Service on a date
determined in Broadcom’s sole discretion. The installment payments shall cease once you
have received the full amount of your Cash Severance. The installment payments shall be
treated as a series of separate payments for purposes of the final Treasury Regulations
under Section 409A (“Section 409A”) of the Code. However, the amount of Cash Severance to
which you may be entitled pursuant to the foregoing provisions of this Section (1) shall be
subject to reduction in accordance with Section (9) in the event you breach your
restrictive covenants under Section (9).




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




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




     (ii) The portion of each of your outstanding stock options, restricted stock units and
other equity awards that remains unvested after your satisfaction of the Release Condition
will vest in a series of twenty-four (24) successive equal monthly installments over the
twenty-four (24)-month period measured from your Date of Termination (the “Additional
Monthly Vesting”), provided that during



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each successive month within that twenty-four (24)-month period (x) you must comply
with all of your obligations under your Confidentiality and Invention Assignment Agreement
with Broadcom that survive the termination of your employment with Broadcom and (y) you
must comply with the restrictive covenants set forth in Section (9). In the event that you
violate the Confidentiality and Invention Assignment Agreement or engage in any of the
activities precluded by the restrictive covenants set forth in Section (9), you shall not
be entitled to any Additional Monthly Vesting for and after the month in which such
violation or activity (as the case may be) occurs.




     In addition, the period for exercising each option that accelerates in accordance with
subparagraph (i) or (ii) above shall be extended from the limited post-termination period
otherwise provided in the applicable stock option agreement until the earlier of (A) the
end of the twenty-four (24)-month period measured from your Date of Termination or (if
later) the end of the one-month period measured from each installment vesting date of that
option in accordance herewith or (B) the applicable expiration date of the maximum ten
(10)-year or shorter option term. Upon your satisfaction of the Release Condition, the
limited post-termination exercise period for any other options granted to you by Broadcom
and outstanding on your Date of Termination shall also be extended in the same manner and
to the same extent as your accelerated options.




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




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




          A. Provided you and your spouse and eligible dependents elect to continue medical care
coverage under Broadcom’s group health care plans



13









 







pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment
(the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the
amount by which (i) the monthly cost payable by you, as measured as of your Date of
Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents
under Broadcom’s employee group health plan at the level in effect for each of you on such
Date of Termination exceeds (ii) the monthly amount payable at such time by a
similarly-situated executive whose employment with Broadcom has not terminated to obtain
group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care
Payment to you during the sixty (60) day period measured from the date of your Separation
from Service on a date determined in Broadcom’s sole discretion. Notwithstanding the
foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment
provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes
in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In
addition, Broadcom cannot provide any assurances hereunder as to the maximum period for
which you and your spouse and dependents may in fact be entitled to COBRA health care
coverage under the Broadcom group health care plans, and it is expected that such coverage
will cease prior to the expiration of the thirty-six month period measured from your Date
of Termination, except under certain limited circumstances.




          B. You shall also be entitled to an additional lump sum cash payment (the “Lump Sum
Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the
amount by which (i) the monthly cost payable by you, as measured as of your Date of
Termination, to obtain post-employment continued coverage under Broadcom’s employee group
term life insurance and disability insurance plans at the level in effect for you on such
Date of Termination exceeds (ii) the monthly amount payable at that time by a
similarly-situated executive whose employment with Broadcom has not terminated to obtain
similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you
concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that
the Lump Sum Insurance Benefit Payment shall be subject to the deferred payment provisions
of Section (8) below, to the extent necessary to avoid the imposition of taxes in
connection with a prohibited distribution under Section 409A(a)(2) of the Code.




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



14









 







or (ii) the failure of the insurance companies to make such post-employment coverage
available under their applicable plans.




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




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




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




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




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




     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom
shall pay you (i) any earned but unpaid base salary through that date based on the rate in
effect at the time the Notice of Termination is given, (ii) any unreimbursed business
expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested
(i.e., for which the applicable performance period and any service requirements for vesting
had been fully



15









 







completed) on or before the Date of Termination, but which had not been paid as of the
Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to
the extent the applicable performance criteria had been satisfied during the applicable
performance period and if such bonus is intended to qualify as “performance-based
compensation” under Code Section 162(m), such payment shall be subject to an appropriate
present value discount reasonably reflecting the time value of money, in accordance with
the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact
made earlier than the scheduled payment date for that bonus under the applicable Broadcom
bonus plan or arrangement). However, any vested amounts deferred by you under one or more
Broadcom non-qualified deferred compensation programs or arrangements subject to Section
409A that remain unpaid on your Date of Termination shall be paid at such time and in such
manner as set forth in each applicable plan or agreement governing the payment of those
deferred amounts, subject, however, to the deferred payment provisions of Section (8)
below.




     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of
Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based
on your then-current rate of base salary). Any vested amounts deferred by you under one or
more Broadcom non-qualified deferred compensation programs subject to Section 409A that
remain unpaid on your Date of Termination shall be paid at such time and in such manner as
set forth in each applicable plan or agreement governing the payment of those deferred
amounts, subject, however, to the deferred payment provisions of Section (8) below. Any
other vested amounts owed to you under any other compensation plans or programs will be
paid to you in accordance with the terms and provisions of each such applicable plan or
program.




     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom
shall timely pay or provide to you any other amounts or benefits required to be paid or
provided or that you are eligible to receive under any plan, program, policy, practice,
contract, agreement, etc. of Broadcom and its affiliated companies, including (without
limitation) any benefits payable to you under a plan, policy, practice, contract or
agreement referred to in Section (23) (all such other amounts and benefits being
hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan,
program, policy, practice, contract or agreement. However, the payment of such Other
Benefits shall be subject to any applicable deferral period under Section (8) below to the
extent such benefits constitute items of deferred compensation subject to Section 409A.




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



16









 






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




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




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




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



17









 






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




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




     C. You shall not, whether on your own or as an employee, consultant, partner,
principal, agent, representative, equity holder or in any other capacity, directly
or indirectly render, anywhere in the United States, services of any kind or
provide any advice or assistance to any business, enterprise or other entity that
is engaged in any line of business that competes with one or more of the lines of
business that were conducted by Broadcom during the Term of your employment or that
are first conducted after your Date of Termination but which you were aware were
under serious consideration by Broadcom prior to your Date of Termination, except
that you make a passive investment representing an interest of less than one
percent (1%) of an outstanding class of publicly-traded securities of any
corporation or other enterprise.




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




     Should you breach any of the restrictive covenants set forth in this Section (9), then
you shall immediately cease to be entitled to any Cash Severance Payments pursuant to
Section (1) in excess of the greater of (i) one (1) times the sum of (A) your annual rate
of base salary (using your then current rate or, if you terminate your employment for Good
Reason pursuant to Section (15) due to an excessive reduction in your base salary, then
your rate of base salary immediately before such reduction) and (B) the average of your
actual annual bonuses for the three calendar years (or such fewer number of calendar years
of employment with Broadcom) immediately preceding the calendar year in which such
termination of employment occurs (which minimum amount represents partial consideration for
your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments
you have received through the date of such breach. In addition, all



18









 








Additional Monthly Vesting of any stock options, restricted stock units, other equity
awards or unvested share issuances outstanding at the time of such breach shall cease as of
the month in which such breach occurs, and no further Additional Monthly Vesting shall
occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages
for any additional economic loss caused by your breach and may, to the maximum extent
allowable under applicable law, seek equitable relief in the form of an injunction
precluding you from continuing such breach.




     (10) Excess Parachute Payments.




     A. Excess Parachute Payment Limitation. Notwithstanding anything contained
herein to the contrary, any payment or benefit received or to be received by you
in connection with a Change of Control that would constitute a “parachute payment”
(within the meaning of Code Section 280G), whether payable pursuant to the terms
of this Program or any other plan, arrangements or agreement with Broadcom or its
affiliates (collectively, the “Total Payments”), shall be reduced to the least
extent necessary so that no portion of the Total Payments shall be subject to the
excise tax imposed by Section 4999 of the Code, but only if, by reason of such
reduction, your Net After-Tax Benefit as a result of such reduction will exceed
the Net After-Tax Benefit that you would have received if no such reduction was
made. For purposes of this Program, “Net After-Tax Benefit” means (i) the
Total Payments that you become entitled to receive from the Company or its
affiliates which constitute “parachute payments” (determined without regard to the
requirements of Treas. Reg. Q&A-2(a)(4)), less (ii) the amount of all federal,
state and local income and employment taxes payable with respect to the Total
Payments, calculated at the maximum applicable marginal income tax rate, less
(iii) the amount of excise taxes imposed with respect to the Total Payments under
Section 4999 of the Code. If excise taxes may apply to the Total Payments, the
foregoing determination will be made by an independent registered public
accounting firm selected by Broadcom from among the largest four accounting firms
in the United States (the “Accounting Firm”).




     B. Order of Reduction. If the Accounting Firm determines that a reduction in
payments is required by this Section (10), the dollar amount of your Cash
Severance under Section (1) of this Appendix II will be reduced first, with such
reduction to be effected pro-rata as to each payment, then the dollar amount of
your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced
pro-rata, next the number of options or other equity awards that are to vest on an
accelerated basis pursuant to Section (2) of this Appendix II shall be reduced
(based on the value of the parachute payment resulting from such acceleration) in
the same chronological order in which awarded, and finally your remaining benefits
will be reduced in a manner that not result in any impermissible deferral or
acceleration of benefits under Section 409A.



19









 






     C. Cooperation; Expenses. If applicable, you and Broadcom will each provide
the Accounting Firm access to and copies of any books, records and documents in
such party’s respective possession, reasonably requested by the Accounting Firm,
and otherwise cooperate with the Accounting Firm in connection with the
preparation and issuance of the determinations and calculations contemplated by
this Section (10). The fees and expenses of the Accounting Firm for its services
in connection with the determinations and calculations contemplated by this
Section (10) will be borne by Broadcom.



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



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



     (ii) notwithstanding any less favorable terms in any stock option or other equity award
agreement or plan or this Program, any unvested portion of any stock options, restricted stock
units or other equity awards granted to you by Broadcom shall immediately vest in full on your Date
of Termination and all such awards shall remain exercisable, as applicable, by you or your legal
representative for 12 months after the Date of Termination (or, if earlier, until the stated
expiration of such award).



     The shares of Broadcom Class A common stock subject to any restricted stock unit award that
vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty
(60) day period measured from the date of your Separation from Service due to your death or
Disability, but in no event later than the next regularly-scheduled share issuance date for that
restricted stock unit award date (currently, the



20









 







5th day of February, May, August and November each year) following the date of your Separation
from Service, unless subject to further deferral pursuant to the provisions of Section (8) above.



     (12). Scope of Coverage. The provisions of this Appendix II apply only (i) in the
event of a Change of Control followed by a subsequent termination of your employment by Broadcom
without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect
to the benefits set forth in Section (11) above, (ii) in the event of your death or Disability.
If you become entitled to receive payments under this Program, then you shall not be eligible to
receive severance, termination or comparable benefits under any other plan or program of Broadcom
or its affiliates. In all other events where your employment is terminated, Broadcom’s normal
severance policies will apply.



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



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



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



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



          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of



21









 







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.



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




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




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




     (iii) You engage in any act, or there is any omission on your part, that
constitutes fraud, material negligence or material misconduct in connection with
your employment by Broadcom, including (but not limited to) a material violation of
applicable material state or federal securities laws. Notwithstanding the
foregoing, an isolated or occasional failure to file or late filing of a report
required under 1934 Act shall not be deemed a material violation for purposes of
this Section (14)(iii). Furthermore, with respect to filing reports or
certifications you are required to provide under the 1934 Act, with respect to a
transaction’s compliance with the requirements of Rule 144 under the Securities Act
of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you
shall not have committed a material violation for purposes of this Section
(14)(iii) if the violation occurred because you relied in good faith on a
certification or certifications provided by Broadcom or an authorized employee or
agent of Broadcom, unless you knew or should have known after reasonable diligence
that such certification was inaccurate, or upon the processes or actions of the
securities brokerage firm handling your transactions in Broadcom equities provided
that you have used a nationally recognized securities brokerage firm with
substantial prior experience in and established regular procedures for handling
option and equity transactions by executive officers of public companies in the
United States; or;




     (iv) You willfully and knowingly participate in the preparation or release of
false or materially misleading financial statements relating to Broadcom’s
operations and financial condition or you willfully and



22









 







knowingly submit any false or erroneous certification required of you under
the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of
Broadcom’s Class A common stock are at the time listed for trading.



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



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



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



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




     (i) except as you may otherwise agree in writing, a change in your position
(including status, offices, titles and reporting requirements) with Broadcom that
materially reduces your authority, duties or responsibilities as in effect on the
date of the Letter Agreement, or any other action by Broadcom that results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an



23









 







isolated, insubstantial or inadvertent action not taken in bad faith and that
is remedied by Broadcom reasonably promptly after Broadcom receives your notice
thereof;




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




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




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




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




     (vi) any failure by Broadcom to comply with and satisfy Section (25) of this
Appendix after receipt of written notice from you of such failure and a reasonable
cure period of not less than thirty (30) days.



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



     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that
causes Broadcom to fail to comply with Sections (15)(ii) or (15)(iii) and that is cured within ten
(10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason.
Furthermore, no act, occurrence or condition set forth in this Section (15) shall constitute Good
Reason if you consent in writing to such act,



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occurrence or condition, whether such consent is delivered before or after the act, occurrence
or condition comes to pass.




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



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



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



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



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



     (21). Separation from Service. For purposes of the Program, “Separation from Service”
means the cessation of your Employee status and shall be deemed to occur at such time as the level
of the bona fide services you are to perform in Employee status (or



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




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




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




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




          (i) an officer of Broadcom whose annual compensation from Broadcom and any
other members of the Employer Group is in the aggregate greater than the
compensation limit in Section 416(i)(1)(A)(i) of



26









 







the Code, provided that no more than fifty (50) officers of Broadcom shall be
determined to be Specified Employees as of the relevant determination date;




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




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



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



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



     (23). Non-exclusivity of Rights. Except as provided in Section (12) above, nothing in
the Program shall prevent or limit your continuing or future participation in any plan, program,
policy or practice provided by Broadcom or any other member of the Employer Group during your
period of employment with Broadcom and for which you may qualify, nor, subject to Section 2 of this
Appendix II, shall anything herein limit or otherwise affect such rights as you may have under any
contract or agreement with Broadcom or any other member of the Employer Group. Amounts that are
vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with Broadcom or any other member of the Employer Group on
or subsequent to your Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement, except as explicitly modified by this Appendix II.



     (24). Full Settlement.



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







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




     (25). Successors.



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



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



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



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


Initials                     





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