Exhibit 10.2



 






Exhibit 10.2




ANNUAL AWARD

NON-EMPLOYEE BOARD MEMBER




RESTRICTED STOCK UNIT AWARD AGREEMENT




Dear                     :




     Broadcom Corporation (the “Corporation”) is pleased to inform you that you have been awarded
Restricted Stock Units (the “Units”) under the Corporation’s 1998 Stock Incentive Plan, as amended
and restated (the “Plan”). The Units will entitle you to receive shares of the Corporation’s Class
A common stock (the “Common Stock”) if you continue to serve as a member of the Corporation’s Board
of Directors (the “Board”) through the applicable vesting date.



     The Units are a non-voting bookkeeping device used under the Plan solely to determine any
share issuance to eventually be made to you if and when the Units vest. Each Unit represents the
right to receive one share of the Corporation’s Common Stock on the applicable vesting date of that
Unit. Unlike a typical stock option grant, the shares will be issued to you for your continued
service as a Board member over the vesting period, without any cash payment required from you.



     Capitalized terms not otherwise defined in the body of this Agreement shall have the meaning
assigned to them in the attached Appendix.



     This Agreement sets forth the number of Units and underlying number of shares of Common Stock
subject to your award, the applicable vesting schedule for those Units and underlying shares, the
dates on which your vested shares will be issued to you and the remaining terms and conditions
governing your award (the “Award”).



	 	 	 
	Award Date:

	 	                    , 200   
	Number of Units Subject to Award:

	 	2,500 units representing an equal number of
shares of Common Stock (the “Shares”)
	Vesting Schedule:

	 	The Units will vest in full upon your
continuation in Board service through the
earlier of (i) May 5, 200___or (ii) the
day immediately preceding the date of the
first annual meeting of shareholders
following the Award Date. The Units will
also be subject to accelerated vesting in
accordance with the applicable provisions
of Paragraphs 1 and 6 below.
	Issuance Schedule:

	 	The Shares will be issued immediately upon
the vesting of the Units in accordance with
the foregoing Vesting Schedule.






 









 






     Other important features of your Award are as follows:



     1.       Forfeitability. The vesting schedule requires your continued service as a Board member
through the applicable vesting date as a condition to the vesting of your Units and the rights
and benefits under this Agreement. Service as a Board member for only a portion of the vesting
period, even if a substantial portion, will not entitle you to any proportionate vesting or
avoid or mitigate the forfeiture that occurs upon the cessation of your service as a Board
member. However, all the Shares subject to your Award will vest in full and become immediately
issuable should your service as a Board member terminate by reason of your death or Permanent
Disability.



           Should you cease to serve as a Board member prior to the applicable vesting date for the
Units subject to your Award, your Award will be cancelled with respect to those unvested Units
(and the underlying Shares) on the first date you are no longer a Board member, and you will
cease to have any right or entitlement to receive any Shares under those cancelled Units.



     2.       Transferability. Prior to your actual receipt of the Shares in which you vest under your
Award, you may not transfer any interest in your Award, your Units or the underlying Shares or
pledge or otherwise hedge the sale of those Units or Shares, including (without limitation) any
short sale or any acquisition or disposition of any put or call option or other instrument tied
to the value of those Shares. However, your right to receive any Shares which have vested under
your Units at or prior to your death but which remain unissued at the time of your death may be
transferred pursuant to the provisions of your will or trust or the laws of inheritance or to
your designated beneficiary following your death. You may also direct the Corporation to issue
the stock certificates for any Shares which in fact vest and become issuable under your Award to
one or more designated family members or a trust established for yourself and/or your family
members. You may make such a beneficiary designation or certificate directive at any time by
filing the appropriate form with the Plan Administrator or its designee.



     3.       Shareholder Rights. The Units create no fiduciary duty to you, and shall create only a
contractual obligation on the part of the Corporation to issue Shares, subject to vesting and
other terms and conditions of this Agreement and the Plan. The Units shall not be treated as
property or as a trust fund of any kind.



           You will not have any shareholder rights, including voting rights or dividend rights, with
respect to the Shares subject to your Award until you become the record holder of those Shares
upon their actual issuance to you following the Corporation’s collection of any applicable
withholding taxes. Except as otherwise provided in Paragraph 4, no adjustments will be made for
dividends or other rights of a holder for which the record date is prior to the date of issuance
of the stock certificate evidencing the shares.



           Issuance of the underlying Shares upon the vesting of the corresponding Units shall be in
complete satisfaction of such vested Units.



 









 





     4.       Adjustments. Should any change be made to the Common Stock subject to your Award by
reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments will be made to the number
and/or class of securities issuable hereunder and the number and/or class of securities that
vest pursuant to the Vesting Schedule set forth above.



     5.       Federal Income Taxation. You will recognize ordinary income for federal income tax
purposes on the date the Shares subject to your Award vest, whether pursuant to the normal
Vesting Schedule above or the special acceleration provisions of Paragraph 1 or Paragraph 6 of
this Agreement. The amount of your taxable income on such vesting date will be equal to the Fair
Market Value per share of Common Stock on that date times the number of Shares in which you vest
on that date.



     6.       Change in Control/Hostile Take-Over. Should a Change in Control transaction or a Hostile
Take-Over occur during your period of service as a Board member, any Units at the time subject
to your Award will vest immediately prior to the consummation of the Change in Control or
Hostile Take-Over. The Shares subject to those vested Units will be issued immediately (or
otherwise converted into the right to receive the same consideration per share of Common Stock
payable to the other shareholders of the Corporation in consummation of the Change in Control,
if applicable).



     7.       Securities Law Compliance. The Corporation will use its reasonable commercial efforts to
assure that all Shares issued pursuant to this Agreement are registered under the federal
securities laws. However, no Shares will be issued pursuant to your Award if such issuance would
otherwise constitute a violation of any applicable federal or state securities laws or
regulations or the requirements of the NASDAQ National Market or any Stock Exchange on which the
Common Stock may then be listed. The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to the lawful
issuance of any Shares hereunder shall defer the Corporation’s obligation with respect to the
issuance of such Shares until such approval shall have been obtained.



     8.       Transfer Restriction. None of the issued Shares may be sold or transferred in
contravention of (i) any market blackout periods the Corporation may impose from time to time or
(ii) the Corporation’s insider trading policies to the extent applicable to you from time to
time.



     9.       Benefit Limit. In the event the accelerated vesting and issuance of the Shares subject
to your Award would otherwise constitute a parachute payment under Code Section 280G, the
accelerated vesting and issuance of those Shares shall be subject to reduction to the extent
necessary to assure that the number of Shares which vest and are issued to you on such
accelerated basis will be limited to the greater of (i) the number of Shares which can
vest and be issued on such an accelerated basis without triggering a parachute payment under
Code Section 280G or (ii) the maximum number of Shares which can vest and be issued on such
accelerated basis to provide you with the greatest after-tax amount of such accelerated vesting



 









 







and issuance of the Shares subject to your Award after taking into account any excise tax
you incur under Code Section 4999 with respect to those accelerated Shares and any other
benefits or payments to which you may be entitled in connection with any change in control or
ownership of the Corporation.



     10.       Notice. Any notice to be given or delivered to the Corporation relating to this
Agreement shall be in writing and addressed to the Corporation at its principal corporate
offices. Any notice to be given or delivered to you relating to this Agreement shall be in
writing and addressed to you at the address indicated below your signature line on the last page
of this Agreement or such other address of which you later advise the Corporation in writing.
All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.



     11.       Successors and Assigns. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and upon you and the legal
representatives, heirs and the legatees of your estate.



     12.       Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan.
The Plan Administrator shall have the discretionary authority to interpret and construe any term
or provision of the Plan or this Agreement, and such interpretation shall be binding on all
persons having an interest in the Award.



     13.       Governing Law. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of California without resort to that State’s
conflict-of-laws rules.



     14.       No Impairment of Rights. This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets. In addition, this Agreement shall not in any way be construed
or interpreted so as to affect adversely or otherwise impair the right of the Corporation or its
shareholders to remove you from the Board at any time in accordance with the provisions of
applicable law.



     15.       MANDATORY ARBITRATION. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND THE
CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE AWARD
OF RESTRICTED STOCK UNITS EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR
TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN
ORANGE COUNTY. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND
(ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL
AUTHORITY AS WOULD A COURT HEARING THE



 









 







SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE
TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION,
CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW
GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION,
AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE
ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE
PREVAILING PARTY’S COSTS, EXPENSES AND ATTORNEY’S FEES; PROVIDED, HOWEVER, IF THE CORPORATION IS
NOT THE PREVAILING PARTY, THE ARBITRATOR’S COMPENSATION, FEES AND COSTS SHALL BE PAID BY THE
CORPORATION IF SUCH COMPENSATION, FEES AND COSTS ARE REQUIRED TO BE PAID BY THE CORPORATION IN
ACCORDANCE WITH APPLICABLE LAW. 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.



     16.       Remaining Terms. The remaining terms and conditions of your Award are governed by the
Plan, and your Award is also subject to all interpretations, amendments, rules and regulations
that may from time to time be adopted under the Plan. The official prospectus summarizing the
principal features of the Plan is provided with this Agreement.



     Please review the prospectus carefully so that you fully understand your
rights and benefits under your Award and the limitations, restrictions and vesting provisions
applicable to the Award. In the event of any conflict between the provisions of this Agreement
and those of the Plan, the provisions of the Plan shall be controlling.



 









 





     Please execute the Acknowledgment section below to indicate your acceptance of the terms
and conditions of your Award.



	 	 	 	 	 
	 	 	Broadcom Corporation
	 
	 	 	 	 
	

	 	BY:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	TITLE:	 	 
	

	 	 	 	 






ACKNOWLEDGMENT




     I hereby acknowledge reading and understanding the prospectus for the Plan and this Agreement. I further acknowledge and accept the foregoing terms and
conditions of the Restricted Stock Unit award evidenced hereby. I also acknowledge and agree
that the foregoing sets forth the entire understanding between the Corporation and me regarding
my entitlement to receive the shares of the Corporation’s Class A common stock subject to such
award and supersedes all prior oral and written agreements on that subject.



	 	 	 	 	 
	 

	 	SIGNATURE:	 	 
	 
	 	 	 	 
	

	 	ADDRESS:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	DATED:
	 	                    ,           






 









 






APPENDIX




     The following definitions shall be in effect under the Agreement:



     Agreement shall mean this Restricted Stock Unit Agreement.



     Board shall mean the Corporation’s Board of Directors.



     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) 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.



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



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



     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, which
shall by appropriate action adopt the Plan.



     Fair Market Value shall mean the fair market value per share of Common Stock determined in
accordance with the following provisions:



     (i)       If the Common Stock is at the time traded on the NASDAQ National Market, 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 National 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, 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, 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, the Fair Market Value
shall be the closing selling price on the last preceding date for which such quotation exists.



     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 Securities Exchange Act of 1934, as amended) 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 which 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, comprising 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.



     Permanent Disability shall mean your inability to perform your 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.



     Plan Administrator shall mean either the Board or a committee of the Board acting in its
capacity as administrator of the Plan.



     Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.