exv10w3






Exhibit 10.3




August 9, 2010




Arthur Chong

Executive Vice President, General Counsel and Secretary

Broadcom Corporation

5300 California Avenue

Irvine, California 92617




Dear Art:




          Broadcom Corporation considers it essential to its best interests and those of its
shareholders that you be encouraged to remain with the company and continue to devote your full
attention to Broadcom’s business, notwithstanding the possibility that your employment with
Broadcom might end in connection with or following a Change of Control event defined in Section 14
of the revised Appendix II set forth below (“Change in Control”). Accordingly, the Compensation
Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue
your participation in the special change in control severance benefit program (the “Program”) for
an additional one-year period ending August 18, 2011. The purpose of this new letter agreement
(the “New Agreement”) is to restate the terms and conditions that will govern your continued
participation in the Program. Your prior participation in the Program was initially governed by
the October 27, 2008 letter agreement between you and Broadcom at the time you first became a
participant in the Program (the “Original Letter Agreement”) and then by your August 3, 2009
agreement with Broadcom (the “2009 Letter Agreement”) governing your participation in the Program
for the one-year period ending August 18, 2010. Except for a few changes necessary to comply with
developments in the laws and regulations applicable to the Program, the terms and conditions set
forth in this New Agreement are substantially the same as those in effect under the 2009 Letter
Agreement.




          Appendix II as currently in effect under your 2009 Letter Agreement is hereby superseded by
new Appendix II set forth below and shall cease to have any force or effect upon your execution of
this New Agreement. All the other terms and provisions of your Original Letter Agreement governing
your employment with Broadcom shall remain in full force and effect and shall not in any way be
revised, modified or amended by any provision of this New Agreement.




REVISED APPENDIX II — CHANGE IN CONTROL SEVERANCE BENEFIT

PROGRAM




          Your participation in the Program will continue under this New Agreement from August 19, 2010
through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”).
On August 19 of each calendar year, beginning with the 2011 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




          (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 (i) your annual rate of base salary (using your
then current rate or, if you terminate your employment for Good Reason pursuant to Section
16 due to an excessive reduction in your base salary, then your rate of base salary
immediately before such reduction) and (ii) 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 (the “Payment
Schedule”), except that, subject to the deferral provisions of Section 8 below, the Cash
Severance payments will begin on the sixtieth



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(60th) day following the date of your Separation from Service (with any
amounts otherwise payable prior to such sixtieth (60th) day pursuant to the
Payment Schedule instead being paid on such sixtieth (60th) day without interest
thereon). 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 Internal Revenue Code of 1986, as amended (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, whether before or after the date of this New Agreement, that are
outstanding on your Date of Termination but not otherwise fully vested shall be subject to
accelerated vesting in accordance with the following provisions:




          (A) 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.




          (B) 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 each successive month within that twenty-four
(24)-month period (i) 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 (ii) 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 (A) or (B) above shall be extended from the limited post-termination period
otherwise provided in the applicable stock option agreement until the earlier of (i) 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 (ii) the applicable expiration date of the maximum ten (10)-year
or shorter option term.



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     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 on the sixtieth (60th) day following
the date of your Separation from Service (“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 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 on the sixtieth (60th) day following the date of
your Separation from Service. 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 (36) 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



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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) 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:




          (A) 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 only to
the extent that any performance criteria with respect to such bonus had been satisfied
during the applicable performance period), and




          (B) 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 (A) 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



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become entitled under clause (B) 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 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



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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.




     (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 New Agreement to the contrary other than
Subsection (8)B below, 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 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 Subsection (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 New Agreement 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 New Agreement 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.



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     (9) Restrictive Covenants. You hereby acknowledge that your right and
entitlement to the severance benefits specified in Sections 1, 2(B) and 10 of this New
Agreement 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 reduced in accordance herewith should you breach any of the following covenants:




          (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 (the “Board”) 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 Gross-Up Payment under Section 10 below or
any Cash Severance Payments pursuant to Section 1 in excess of the greater of (i) one (1)
times the sum of (x) your annual rate of base salary (using your then current rate or, if
you terminate your employment for Good Reason pursuant to Section 16 due to an excessive
reduction in your base salary, then your rate of base salary immediately



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before such reduction) and (y) 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 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) Tax Gross-Up Payment.




          (A). In the event that (i) any payments or benefits to which you become entitled in
accordance with the provisions of this New Agreement or any other agreement with Broadcom
constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute
Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest
or penalties related to such excise tax (with such excise tax and related interest and
penalties to be collectively referred to as the “Excise Tax”) and (ii) it is determined by
an independent registered public accounting firm selected by Broadcom from among the
largest four accounting firms in the United States (the “Accounting Firm”) that the Present
Value (measured as of effective date of the Change in Control) of your aggregate Parachute
Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount,
then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up
Payment”) in a dollar amount such that after your payment of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise Tax imposed
upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon
your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled
to any Gross-Up Payment unless there is compliance with each of the Severance Benefit
Requirements set forth above.




          For purposes of determining your eligibility for such Gross-Up Payment, the following
definitions will be in effect:




          “Present Value” means the value, determined as of the date of the Change in Control, of
each payment or benefit in the nature of compensation to which you become entitled in
connection with the Change in Control or your subsequent termination of employment with
Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or
benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4),
utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable
Federal rate in effect at the time of such determination, compounded semi-annually to the
effective date of the Change in Control.



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          “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the
average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer
number of calendar years) completed immediately prior to the calendar year in which the
Change in Control is effected.




          Should the aggregate Present Value (measured as of the Change in Control) of your
aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible
Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and
benefits under this New Agreement shall instead be subject to reduction in accordance with
the benefit limitation provisions of Section 11.




          (B). All determinations as to whether any of the payments or benefits to which you
become entitled in accordance with the provisions of this New Agreement or any other
agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is
required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any
other amounts relevant to the calculation of such Gross-Up Payment, will be made by the
Accounting Firm. Such Accounting Firm will make the applicable determinations (the
“Gross-Up Determination”), together with detailed supporting calculations regarding the
amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter,
within thirty (30) days after the date of your Separation from Service. In making the
Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the
value of the restrictive covenants to which you will be subject under Section 9, and the
amount of your potential Parachute Payment shall accordingly be reduced by the value of
those restrictive covenants to the extent consistent with Code Section 280G and the Treasury
Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be
binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of
the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business
days after the completion of such Determination or (if later) at the time the related Excise
Tax is remitted to the appropriate tax authorities.




          (C). In the event that your actual Excise Tax liability is determined by a Final
Determination to be greater than the Excise Tax liability taken into account for purposes
of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of
Subsection (10)B, then within thirty (30) days following that Final Determination, you
shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty
(30) days thereafter, make a new Excise Tax calculation based upon that Final Determination
and provide both you and Broadcom with the supporting calculations for any supplemental
Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the
supplemental Gross-Up payment to you within ten (10) business days following the completion
of the applicable calculations or (if later) at the time such excess tax liability is
remitted to the appropriate tax authorities. In the event that your actual Excise Tax
liability is determined by a Final Determination to be less than the Excise Tax liability
taken into account for purposes of any Gross-Up Payment initially made to you pursuant to
the provisions of Subsection (10)B, then you shall refund to Broadcom, promptly upon
receipt (but in no event later than ten (10) business days after such receipt), any federal
or state tax refund attributable to the Excise



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Tax overpayment. For purposes of this Subsection (10)C, a “Final Determination” means
an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both
you and Broadcom or (ii) sustained by a court of competent jurisdiction in a decision with
which both you and Broadcom concur or with respect to which the period within which an
appeal may be filed has lapsed without a notice of appeal being filed.




               (D). Should the Accounting Firm determine that any Gross-Up Payment made to you was in
fact more than the amount actually required to be paid to you in accordance with the
provisions of Subsection (10)B, then you will, at the direction and expense of Broadcom,
take such steps as are reasonably necessary (including the filing of returns and claims for
refund), follow reasonable instructions from, and procedures established by, Broadcom, and
otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore,
should Broadcom decide to contest any assessment by the Internal Revenue Service of an
Excise Tax on one or more payments or benefits provided you under this New Agreement or
otherwise, you will comply with all reasonable actions requested by Broadcom in connection
with such proceedings, but shall not be required to incur any out-of-pocket costs in so
doing.




               (E). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments
due you under this Section 10 shall be subject to the hold-back provisions of Section 8.
In addition, no Gross-Up Payment shall be made later than the end of the calendar year
following the calendar year in which the related taxes are remitted to the appropriate tax
authorities or such other specified time or schedule that may be permitted under
Section 409A of the Code. To the extent you become entitled to any reimbursement of
expenses incurred at the direction of Broadcom in connection with any tax audit or
litigation addressing the existence or amount of the Excise Tax, such reimbursement shall
be paid to you no later than the later of (i) the close of the calendar year in which the
Excise Tax that is the subject of such audit or litigation is paid by you or (ii) the end
of the sixty (60)-day period measured from such payment date. If no Excise Tax liability
is found to be due as a result of such audit or litigation, the reimbursement shall be
paid to you no later than the later of (i) the close of the calendar year in which the
audit is completed or there is a final and non-appealable settlement or other resolution
of the litigation or (ii) the end of the sixty (60)-day period measured from the date the
audit is completed or the date the litigation is so settled or resolved.




     (11) Benefit Limitation. The provisions of this Section 11 shall be applicable
in the event (i) any payments or benefits to which you become entitled in accordance with
the provisions of this New Agreement or any other agreement with Broadcom would otherwise
constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined
by the Accounting Firm that the Present Value (measured as of effective date of the Change
in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent
(120%) of your Permissible Parachute Amount or you are not otherwise entitled to the
Gross-Up Payment by reason of your failure to comply with your restrictive covenants under
Section 9 or any other of your Severance Benefit Requirements.



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     In such event, those payments and benefits will be subject to reduction to the extent
necessary to assure that you receive only the greater of (i) your Permissible Parachute
Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after
taking into account any excise tax imposed under Section 4999 of the Code on the payments
and benefits provided to you under this New Agreement (or on any other benefits to which you
may be entitled in connection with a change in control or ownership of Broadcom or the
subsequent termination of your employment with Broadcom). To the extent any such reduction
is required, the dollar amount of your Cash Severance under Section 1 of this New Agreement
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 New Agreement 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
will not result in any impermissible deferral or acceleration of benefits under Section
409A.




     Notwithstanding the foregoing, in determining whether the benefit limitation of this
Section 11 is exceeded, the Accounting Firm shall make a reasonable determination of the
value of the restrictive covenants to which you will be subject under Section 9 of this New
Agreement, and the amount of your potential Parachute Payment shall accordingly be reduced
by the value of those restrictive covenants to the extent consistent with Code Section 280G
and the Treasury Regulations thereunder.




     (12) Other Terminations. If your employment is terminated during the Term for
Cause 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 Broadcom shall pay you the Accrued Obligations and




          (A) Broadcom shall also pay the bonuses described in Section 4 above, if any, to you
or your legal representative, with the payment under paragraph (A) of such section 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 (B) 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



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          (B) 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, whether before or after the
date of this New Agreement, 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 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.




          (13) Scope of Coverage. The provisions of this New Agreement 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 12 above, (ii) in the event
of your death or Disability. Notwithstanding Section 23, 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, including without limitation, under the Broadcom Corporation Severance Benefit
Plan for Vice Presidents and Above (or any successor plan thereto). In all other events
where your employment is terminated, Broadcom’s normal severance policies will apply.




     (14) 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:




          (A) 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,




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




          (C) 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



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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




          (D) 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 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.




     (15). Cause. Broadcom may terminate your employment with or without Cause. As
used herein, “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:




          (A) 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;




          (B) 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;




          (C) 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 the 1934 Act shall not be deemed a
material violation for purposes of this Subsection 15(C). 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 Subsection 15(C) 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



14









 







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;




          (D) 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 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 and this revised Appendix.




     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.




     (16). 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



15









 







Change in Control that occurs during the Term. For purposes of the Program, “Good
Reason” shall mean:




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




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




          (C) 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 New 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;




          (D) 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 New Agreement;




          (E) 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




          (F) any failure by Broadcom to comply with and satisfy Section 12 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 and this revised Appendix.




     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom
that causes Broadcom to fail to comply with Subsections 16(B) or 16(C) 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 16 shall constitute Good Reason if you consent in writing to such act,



16









 







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




     (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 a “separation from service” from Broadcom (within the meaning of Section
409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).




     (22). Specified Employee. For purposes of the Program, “Specified Employee”
means a “specified employee” within the meaning of Code Section 409A.



17









 






     (23). Non-exclusivity of Rights. Except as provided in Section 13 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 of its affiliated companies
during your period of employment with Broadcom and for which you may qualify, nor, subject
to Section 2, shall anything herein limit or otherwise affect such rights as you may have
under any contract or agreement with Broadcom or any of its affiliated companies. 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 of its
affiliated companies 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 the Program.




     (24). Full Settlement.




          (A) Except as specifically set forth in this revised Appendix, 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.




          (B) You will not become eligible to receive any of the payments and benefits provided
under Sections 1, 2, 3, and 4 and Section 10 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.



18









 






          (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.



          To acknowledge your continued participation in the Program pursuant to the terms and
provisions of this New Agreement and your understanding of its terms and conditions, please sign,
date and return the enclosed copy of this New Agreement.




Broadcom Corporation




By: /s/ Scott A. McGregor




        Scott A. McGregor

        President and Chief Executive Officer




ACCEPTANCE




          I hereby accept all of the terms and conditions of the New Agreement, including the revised
Appendix thereto, and agree to be bound by all those terms and conditions.




/s/ Arthur Chong

             Arthur Chong




Dated: August 18, 2010





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