EX-10.2






[Date]




VIA EMAIL AND U.S. MAIL



[Name]


[Company]


[Address]


[email]




	 	 	 	Re: Restricted Stock Units Incentive Award Program – 2011 Participation Letter





Dear [Name],



Broadcom (the “Company”) is pleased to announce a new incentive program for eligible
Company executive officers, which is intended to deliver significant capital accumulation
opportunities for our executive officers by providing rewards for the long-term achievement of
Company performance and financial goals.



Currently, the Company delivers equity award opportunities to you through stock options at 50%
of your annual target equity grant value, and restricted stock units for the remainder. Due to the
Company’s increased focus on (i) rewarding its executive officers for long-term achievement of
Company goals with targeted value levels, (ii) minimizing unintended negative consequences of stock
options and (iii) increasing the positive potential of restricted stock unit awards in our equity
award packages, the Company is shifting to a restricted stock unit incentive award program
(“Program”). You have been selected to participate in the Program. As a participant in
the Program, you have the opportunity to receive grants of restricted stock units (“Performance
RSU Grants”) if the performance objectives established by the Compensation Committee by
resolution for the current performance cycle (January 1, 2011 through December 31, 2011, the
“2011 Performance Cycle”) have been met.



For 2011, the performance-based metrics are [insert metrics and goals.]



If the performance goals are met or exceeded for 2011, you will be eligible to receive, on or
around [February 4, 2012], subject to your continued employment with the Company through the grant
date, a Performance RSU Grant, the targeted value of which shall be equal to [   ]% of your [2012]
total equity compensation amount as determined by the Compensation Committee, taking into
consideration the market data provided by its independent compensation consultant, and the maximum
value of which shall in no event exceed [$     ] (the defined “Maximum Award Dollar
Amount” per the program documents). The maximum Performance RSU Grant shall be equal to the
quotient of (i) the Maximum Award Dollar Amount, divided by (ii) the fair market value of a share
of the Company’s Class A Common Stock (the “Common Stock”) on the date the Compensation
Committee certifies the performance goals and determines the Performance RSU Grant (i.e., on or
around [February 4, 2012]). Please note that it is not expected that your actual Performance RSU
Grant will be made at the Maximum Award Dollar Amount; rather, it is expected that the Compensation
Committee will award less than the Maximum Award Dollar Amount and/or maximum Performance RSU Grant
in its sole discretion.



Further, the same number of Performance RSU Grant shares as granted in 2012, if applicable,
will be granted in each of 2013 and 2014, subject to your continued employment with the Company
through each of such grant dates. For example, upon the attainment of the Performance Goals for
the 2011 Performance Cycle, Performance RSU Grants shall be made in each of the following three
years (the “Three-Year Retention Period”), as shown in the table below, subject to your
continued employment with the Company:



	 	 	 	 	 
	Performance Goals Achieved in 2011	 	Performance RSU Grants
	2012	 	Performance RSU Grant for X number of
	 	 	 	 	shares of Common Stock as determined

by the Compensation Committee, in its

sole discretion

	 	 	 	 	 

	 	2013	 	 	Same number of Performance RSU Grant

shares as granted in 2012 for the

performance goals achieved in 2011

	 	 	 	 	 

	 	2014	 	 	Same number of Performance RSU Grant

shares as granted in 2012 for the

performance goals achieved in 2011

	 	 	 	 	 







Because of the one-year Performance Cycles and Three-Year Retention Periods, in the event
that the performance goals are achieved in consecutive years, you have the opportunity to earn
multiple Performance RSU Grants in a given fiscal year, subject to your continued participation in
the Program.



You must be in continuous employment with the Company through the grant date in order to
receive a Performance RSU Grant. Performance RSU Grants vest quarterly over a four-year period,
subject to your continued employment with the Company, measured from the vesting start date as set
forth in the restricted stock unit award agreement for the Performance RSU Grant.



In addition to your opportunity to earn Performance RSU Grants, in 2012, you may be eligible
to receive [ ]% of your 2012 annual target equity grant value in the form of time-vested
restricted stock units outside of the Program (“Time-Vested RSUs”). Such Time-Vested RSUs
will vest quarterly over a four-year period, subject to your continued employment with the Company,
measured from the vesting start date as set forth in the restricted stock unit award agreement for
such Time-Vested RSUs.



Further, as you know, the Company has enjoyed a very successful 2010 fiscal year. We are
pleased to tell you that the Compensation Committee has determined that in 2011 you are eligible to
receive a Performance RSU Grant in the amount equal to [ ]% of your 2011 target equity grant
value, or [      ] shares, subject to your continued employment with the Company. You will also
receive, subject to continuous employment with the Company, subsequent Performance RSU Grants of
[      ] shares in 2012 and 2013 (the remaining two years of the Three-Year Retention Period).
In addition, you are eligible to receive Time-Vested RSUs in the amount equal to [ ]% of your
2011 target equity grant value, or [      ] shares, subject to your continued employment with the
Company. It is expected that your 2011 Performance RSU Grant and Time-Vested RSUs will be granted
on or about [February 4], 2011.



Please carefully read the enclosed Program, as it contains the terms and conditions of the
Program in detail. Exhibit A, attached to this letter, shows a few examples of the
mechanics of the Program, for your information. If you have any questions about the Program or
this letter, please feel free to contact me. On behalf of the Company, I would like to thank you
and your team for the hard work and strong service that have contributed to our success.




Sincerely,




[Name]


[Position]


Broadcom Corporation


5300 California Avenue


Irvine, CA 92617



EXHIBIT A




EXAMPLES OF THE PROGRAM




Assume for all examples that your Annual Target Equity Grant Value each year is $2,000,000. Assume
further that the Compensation Committee determines each year that 25% of such target equity grant
value shall be granted in performance-based Awards (with the remaining 75% granted in time-vested
restricted stock units outside of the Program).









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