exv10w4






Exhibit 10.4




August 9, 2010




Rajiv Ramaswami

Executive Vice President & General Manager, Infrastructure & Networking Group

Broadcom Corporation

5300 California Avenue

Irvine, California 92617




Dear Rajiv:




          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
(13) 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 January 8, 2010 letter agreement between you and Broadcom at the time you first
became a participant in the Program (the “Original Letter Agreement”). 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 Appendix II to your Original Letter Agreement.




          Appendix II as currently in effect under your Original Letter Agreement is hereby superseded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 2010 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 (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.
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 (60th) day following the date of your Separation from
Service (with any amounts



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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 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 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.



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     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:




     (i). 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 (A) 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 (B) 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.




     (ii). 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



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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:




     (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).



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     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 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.



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          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:




     (i) 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 (A) the first day of the seventh (7th) month following the date of
your Separation from Service or (B) 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 Section
(8)(i) (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.




     (ii) 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



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immediately cease or be subject to reduction in accordance herewith should you breach
any of the following covenants:




     (i) 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.




     (ii) 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.




     (iii) 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.




     (iv) 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 Additional Monthly Vesting
of any stock options, restricted stock units, other equity awards or unvested share
issuances outstanding at the time of such breach



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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.





     (i) 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 (A) 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 (B) 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 (C) 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”).




     (ii) 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 will not result in any impermissible deferral or acceleration of
benefits under Section 409A.




     (iii) 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



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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 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. 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 owed you and:




     (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 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 (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 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



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thereafter or, with respect to the benefits set forth in Section (11) above, (ii) in
the event of your death or Disability. Notwithstanding Section 23 below, 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.




     (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 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.



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     (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 the 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 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



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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 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



13









 







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 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, 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



14









 







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.




     (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 of its affiliated companies
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 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 this Appendix II.




     (24). Full Settlement.



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     (i) 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.




     (ii) 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.




     (i) 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.




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




     (iii) 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.



16









 





          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/ Rajiv Ramaswami
 	 
	 	Rajiv Ramaswami 	 
	 	 	 
	 	Dated:  August 19, 2010 	 
	 




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