EX-10.3






Exhibit
10.3




CLIFF-YEAR VESTING

OFFICER SEVERANCE PROGRAM PARTICIPANT




BROADCOM CORPORATION

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT




RECITALS




          A. The Board has adopted the Plan for the purpose of retaining the services of selected
Employees and consultants and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).




          B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary),
and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the Corporation’s issuance of shares of Common Stock to the Participant under
the Stock Issuance Program.




          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the
attached Appendix A.



NOW, THEREFORE, it is hereby agreed as follows:




          1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant,
as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents
the right to receive one share of Common Stock on the vesting date specified for that unit in
accordance with the express provisions of this Agreement. The number of shares of Common Stock
subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares,
the date or dates on which those vested shares shall become issuable to Participant and the
remaining terms and conditions governing the award (the “Award”) shall be as set forth in this
Agreement.




AWARD SUMMARY




	 	 	 
	Participant:

	 	______________________________
	 
	 	 
	Award Date:

	 	_____________________, 200___
	 
	 	 
	Number of Shares
	 	 
	Subject to Award:

	 	_____________ shares of Common Stock (the “Shares”)
	 
	 	 
	Vesting Schedule:

	 	The Shares shall vest upon the Participant’s
continuation in Service through the end of the three
(3)-year period measured from the Award Date (the
“Required Service Period”). However, the Shares may
vest in whole or in part on an accelerated basis in
accordance with the provisions of Sections 3 and 6
of this Agreement. The Required Service Period may
also be extended in connection with certain leaves
of absence or changes in Employee status, as set
forth in Section 4 of this Agreement.






 









 






	 	 	 
	Issuance Schedule:

	 	Subject to the delayed issuance provisions of
Section 9 of this Agreement (to the extent
applicable), the Shares to which the Participant
becomes entitled upon continuation in Service
through the completion of the Required Service
Period shall be issued upon the completion of such
period or as soon thereafter as administratively
practicable, but in no event later than the later of
(i) the close of the calendar year in which the
Required Service Period is completed or (ii) the
fifteenth day of the third calendar month following
the completion date of such period. Any Shares which
vest on an accelerated basis pursuant to Section 3
or 6 of this Agreement shall be issued in accordance
with the applicable provisions of such section. The
Corporation shall in all instances collect the
applicable Withholding Taxes with respect to the
issued Shares pursuant to the procedures set forth
in Section 8 of this Agreement.






          2. Limited Transferability. Prior to actual receipt of the Shares that become
issuable hereunder, the Participant may not transfer any interest in the Award or the underlying
Shares or pledge or otherwise hedge the sale of those Shares, including (without limitation) any
short sale or any acquisition or disposition of any put or call option or other instrument tied to
the value of those Shares. Any attempt by the Participant to do so will result in an immediate
forfeiture of all of the Restricted Stock Units awarded to the Participant hereunder. Any Shares
that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may
be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or
to the Participant’s designated beneficiary or beneficiaries of this Award. The Participant may
also direct the Corporation to immediately re-issue the stock certificates for any Shares that in
fact vest and become issuable to Participant under the Award during his or her lifetime to one or
more designated Family Members or a trust established for the Participant and/or his or her Family
Members. The Participant may make such a beneficiary designation or certificate directive at any
time by filing the appropriate form with the Plan Administrator or its designee.




          3. Cessation of Service.




               (a) Except as otherwise provided in this Section 3 or Section 6 below, should the Participant
cease Service for any reason prior to the completion of the Required Service Period, then this
Award will be immediately cancelled with respect to the unvested Shares at the time subject to the
Award and the number of Restricted Stock Units will be reduced accordingly. Except as otherwise
provided in this Section 3 or Section 6 below, Service for only a portion of the Required Service
Period, even if a substantial portion, will not entitle Participant to any proportionate vesting or
avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur
upon the termination of Participant’s Service prior to the completion of the Required Service
Period. Upon the cancellation of one more Restricted Stock Units, the Participant shall cease to
have any right or entitlement to receive any Shares under those cancelled units.



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               (b) The Participant is also a participant in the Corporation’s special officer severance
program pursuant to the terms of the letter agreement and appendix between
the Corporation and the Participant dated August 12, 2008 (the “Severance Agreement”). The
Severance Agreement sets forth certain terms and conditions under which the Participant’s equity or
equity-based awards from the Corporation, including this Award, may vest in whole or in part on an
accelerated basis in connection with the Participant’s cessation of Employee status under various
specified circumstances. The Severance Agreement also sets forth the date or dates on which the
shares of Common Stock subject to the awards that vest on such an accelerated basis, including the
Shares subject to this Award, are to be issued, subject to certain required delays as set forth in
the Severance Agreement. The terms and provisions of the Severance Agreement, as they apply to
this Award, are hereby incorporated by reference into this Agreement and shall have the same force
and effect as if expressly set forth in this Agreement.



               (c) The following special vesting acceleration provisions shall be in effect for this Award
and the underlying Shares to the extent the various vesting acceleration provisions applicable to
this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein
would not otherwise result in the accelerated vesting of the Award and the underlying Shares under
the terms and conditions set forth below:




	 	•	 	If (i) Participant’s Employee status is terminated by the Corporation without Cause other
than in connection with a Reduction in Force prior to the completion of the Required Service Period
and (ii) Participant delivers his or her required Release to the Corporation within twenty one
(21) days after the date of such termination (or within forty-five (45) days after such termination
date, to the extent such longer period is required under applicable law) and that Release becomes
effective in accordance with applicable law, then Participant shall vest in fifty percent (50%) of
the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the
Participant would have otherwise been vested at that time had the Restricted Stock Units vested in
successive equal quarterly installments over the three (3)-year period measured from the Award
Date; provided, however, the number of vested Restricted Stock Units so calculated shall be
reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is
not entitled to Service-vesting credit for any authorized leave of absence during the period
commencing with the Award Date and ending with such termination date.
	 
	 	•	 	If (i) Participant’s Employee status is terminated by the Corporation without Cause in
connection with a Reduction in Force prior to the completion of the Required Service Period and
(ii) Participant delivers his or her Release to the Corporation within twenty one (21) days after
the date of such termination (or within forty-five (45) days after such termination date, to the
extent such longer period is required under applicable law) and that Release becomes effective in
accordance with applicable law, then Participant shall vest in the number of Restricted Stock Units
subject to this Award (and the underlying Shares) in which the Participant would have otherwise
been vested at that time had the Restricted Stock Units vested in successive equal quarterly
installments over the three (3)-year period measured from the Award Date; provided, however, the
number of vested Restricted Stock Units so calculated




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	 	 	 	shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent
Participant is not entitled to Service-vesting credit for any authorized leave of absence during
the period commencing with the Award Date and ending with such termination date.





               (d) In no event, however, shall the number of Restricted Stock Units that vest on an
accelerated basis in accordance with Section 3(c) exceed the number of unvested Restricted Stock
Units subject to this Award immediately prior to the date of Participant’s termination of Employee
status. The Shares underlying the Restricted Stock Units that vest on an accelerated basis in
accordance with Section 3(c) shall be issued on the third (3rd) business day, within the sixty
(60)-day period measured from the date of the Participant’s Separation from Service due to such
termination of Employee status, following the date on which the Participant’s delivered Release is
effective following the expiration of all applicable statutorily-required review and revocation
periods, but in no event later than the last day of that sixty (60)-day period on which the Release
is so effective.



               (e) In the event the Participant’s Employee status terminates prior to vesting in all the
Shares due to his or her death or Permanent Disability, then the applicable death and Permanent
Disability provisions of the Severance Agreement shall govern the Participant’s rights and
entitlements.



          4. Leaves of Absence/Change of Employee Status. Participant shall not be deemed to
have ceased Service while on a leave of absence authorized by the Corporation, except to the extent
otherwise provided in the Appendix to this Agreement with respect to the date on which Participant
is deemed to have a Separation from Service. However, the date on which the Required Service
Period would otherwise be completed pursuant to the provisions of Section 1 and the number of
Restricted Stock Units that might otherwise vest on an accelerated basis under Section 3(c) may
each be affected by such leave of absence. Accordingly, the Required Service Period under Section 1
may be extended should Participant be absent from active Service by reason of such leave, and the
number of Restricted Stock Units that vest on an accelerated basis under Section 3(c) may be
reduced to the extent the Participant is not eligible for Service-vesting credit during the period
of that leave. In addition, a change in Participant’s Employee status from full-time or part-time
may also result in similar adjustments to the Required Service Period under Section 1 and the
vesting provisions of Section 3(c), to the extent such change in status results in a slower rate of
vesting accrual. The actual effect that a leave of absence or change in Employee status may have
upon the Required Service Period and the vesting of Restricted Stock Units subject to this Award
will be determined by the Corporation’s policies governing those subjects that are in effect at the
time.




          5. Shareholder Rights.




               (a) The Restricted Stock Units subject to this Award do not impose any fiduciary obligations
upon the Corporation and create only a contractual obligation on the part of the Corporation to
issue the Shares that vest in accordance with the express terms of this Agreement. The Restricted
Stock Units shall not be treated as property or as a trust fund of any kind.



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               (b) Participant shall not have any shareholder rights, including voting, dividend or
liquidation rights, with respect to the Shares subject to the Award until Participant becomes the
record holder of those Shares upon their actual issuance following the Corporation’s collection of
the applicable Withholding Taxes.



               (c) Except as otherwise provided in Section 7, no adjustments will made to this Award for
dividends or other shareholder distributions for which the record date is prior to the date
Participant becomes the record holder of the Shares subject to this Award.



          6. Change of Control.




               (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be
assumed by the successor entity or otherwise continued in full force and effect or may be replaced
with a cash retention program of the successor entity that preserves the Fair Market Value (at the
time of the Change in Control) of the unvested shares of Common Stock subject to the Award and
provides for the subsequent vesting and payout of that value in accordance with the same vesting
and issuance schedules applicable to the Award. In the event of such assumption or continuation of
this Award or such replacement of the Award with a cash retention program, no accelerated vesting
of the Restricted Stock Units or the underlying Shares shall occur at the time of the Change in
Control.



               (b) In the event this Award is assumed or otherwise continued in effect, the Restricted Stock
Units subject to the Award shall be adjusted immediately after the consummation of the Change in
Control so as to apply to the number and class of securities into which the Shares subject to those
units immediately prior to the Change in Control would have been converted in consummation of that
Change in Control had those Shares actually been issued and outstanding at that time. To the
extent the actual holders of the outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control, the successor corporation (or parent
entity) may, in connection with the assumption or continuation of the Restricted Stock Units
subject to the Award at that time, substitute one or more shares of its own common stock with a
fair market value equal to the cash consideration paid per share of Common Stock in the Change in
Control transaction, provided the substituted common stock is readily tradable on an established
U.S. securities exchange or market.



               (c) Any Restricted Stock Units that are assumed or otherwise continued in effect in connection
with a Change in Control or replaced with a cash retention program under Section 6(a) shall be
subject to accelerated vesting in accordance with the applicable terms and conditions of the
Severance Agreement incorporated herein should the Participant’s Employee status with the
Corporation terminate under certain specified circumstances within twenty-four (24) months after
the effective date of that Change in Control.



               (d) If the Restricted Stock Units subject to this Award at the time of the Change in Control
are not assumed or otherwise continued in effect or replaced with a cash retention program in
accordance with Section 6(a), then those units will vest immediately prior to the closing of the
Change in Control. The Shares subject to those vested units shall be converted into the right to
receive the same consideration per share of Common Stock payable to



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the other shareholders of the Corporation in consummation of that Change in Control, and such
consideration per Share shall be distributed to Participant upon the tenth (10th) business day
following the earliest to occur of (i) the completion of the Required Service Period, (ii) the date
of Participant’s Separation from Service or (iii) the first date following the Change in Control on
which the distribution can be made without contravention of any applicable provisions of Code
Section 409A. Such distribution shall be subject to the Corporation’s collection of the applicable
Withholding Taxes pursuant to the provisions of Section 8.




               (e) This Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.



          7. Adjustment in Shares. Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares, exchange of shares,
spin-off transaction or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock
be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or
distribution, or should there occur any merger, consolidation or other reorganization, then
equitable adjustments shall be made by the Plan Administrator to the total number and/or class of
securities issuable pursuant to this Award. The adjustments shall be made by the Plan Administrator
in such manner as the Plan Administrator deems appropriate to reflect such change, and those
adjustments shall be final, binding and conclusive. In the event of a Change in Control, the
provisions of Section 6 shall be controlling.




          8. Issuance of Shares of Common Stock.




               (a) Except as otherwise provided in Section 6(d), on each applicable date Shares are to be
issued pursuant to Section 1, 3 or 6 of this Agreement, the Corporation shall issue to or on behalf
of Participant a certificate (which may be in electronic form) for the vested shares of Common
Stock to be issued on that date.



               (b) The applicable Withholding Taxes with respect to the issued Shares or any other
consideration distributed to Participant shall be collected from Participant as and when such taxes
become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding
Taxes through one or more of the following methods:




          (i) The delivery of a separate check payable to the Corporation;




          (ii) if and to the extent expressly authorized by the Plan Administrator at the
time, through a share withholding procedure, pursuant to which the Corporation will
automatically withhold, immediately upon the issuance of the Shares, a portion of
those Shares with a Fair Market Value (measured as of the issuance date) equal to
the amount of such Withholding Taxes (the “Share Withholding Method”); provided,
however, that the amount of any



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Shares so withheld shall not exceed the amount necessary to satisfy the
Corporation’s required tax withholding obligations using the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that
are applicable to supplemental taxable income. Participant will be notified (either
in writing or through electronic transmission) of the time or times when the Share
Withholding Method will actually be available with respect to one or more vested
Shares that become issuable under this Agreement (such notification will also set
forth the procedures authorized and established by the Plan Administrator for such
purpose);




          (iii) irrevocable instructions given by Participant to a broker to remit to the
Corporation cash, in an amount equal to such Withholding Taxes, from a previously
established account Participant maintains with such broker; or




          (iv) to the extent the Share Withholding Method is not otherwise available at
the time one or more vested Shares become issuable, Participant may also satisfy the
applicable Withholding Taxes with respect to those Shares through the use of
proceeds from a next day sale of the issued Shares, provided and only if (i) such a
sale is permissible under the Corporation’s insider trading policies governing sales
of Corporation shares and (ii) such transaction is not otherwise deemed to
constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.



               (c) If any withholding event is other than the issuance of the Shares, or if the Corporation
for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance
of the Shares through any of the foregoing collection procedures specified in this Section 8, then
the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct
from other compensation payable to him or her the amount of such applicable Withholding Taxes.



               (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the
federal, state and local employment taxes required to be withheld by the Corporation in connection
with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all
events be collected from the Participant no later than the last business day of the calendar year
in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date
for one or more vested Shares or the distribution date for such other amounts is to occur in a year
subsequent to the calendar year in which those Shares or other amounts vest hereunder, the
Participant shall, on or before the last business day of the calendar year in which the Shares or
other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount
equal to the Employment Taxes required to be withheld with respect to those Shares or other
amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to
comply with the applicable tax withholding requirements of Code Section 3121(v).



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               (e) Except as otherwise provided in Section 6 or Section 8(b), the settlement of all
Restricted Stock Units that vest under the Award shall be made solely in shares
of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly,
the total number of shares of Common Stock to be issued at the time the Award vests shall, to the
extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional
share.



          9. Code Section 409A Limitations. Notwithstanding any provision in this Agreement to
the contrary, the following special provision shall govern the issuance of any Shares that become
issuable (or any other amounts that become distributable) in connection with the termination of
Participant’s Employee status, should the Issuance Schedule set forth in Section 1, together with
the vesting acceleration provisions of Sections 3 and 6 of this Agreement and the applicable
vesting acceleration provisions of the Severance Agreement, be deemed to create a deferred
compensation arrangement subject to Section 409A of the Code:





	 	•	 	If the issuance date for the Shares (or the distribution date of any other
amounts due the Participant hereunder) is tied to the Participant’s Separation from
Service in accordance with the applicable provisions of this Agreement, then in no
event will the Shares be issued (or such amounts be distributed) prior to the
earlier of (i) the first day of the seventh (7th) month following the date of such
Separation from Service or (ii) the date of Participant’s death, if Participant is
deemed at the time of such Separation from Service to be a specified employee under
Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as
determined by the Plan Administrator in accordance with consistent and uniform
standards applied to all other Code Section 409A arrangements of the Corporation,
and such delayed commencement is otherwise required to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the applicable
deferral period, the Shares shall be issued (or any other amounts due the
Participant hereunder shall be distributed) in a lump sum on the first day of the
seventh (7th) month after the date of Participant’s Separation from Service, or if
earlier, the first day of the month immediately following the date the Corporation
receives proof of Participant’s death.





          In addition, it is the intent of the Corporation and the Participant that the
provisions of this Agreement comply with all applicable requirements of Section 409A of the
Code. Accordingly, to the extent there is any ambiguity as to whether one or more
provisions of this Agreement would otherwise contravene the applicable requirements or
limitations of Code 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 Code Section 409A and the applicable Treasury Regulations thereunder.




          10. Deferred Release Date. Should the applicable issuance date for one or more
Shares occur during any period Participant is under investigation by the Corporation for any act or
transaction that might constitute grounds for termination for Cause, then those issued Shares
and/or the net proceeds from any sale or sales of those Shares during such period (the gross sale
proceeds less withholding taxes due the Corporation and broker commissions) will be held by the
Corporation in escrow until such time as the investigation is satisfactorily completed. If it is
determined that Participant has not engaged in any action or transaction that might



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constitute grounds for a termination for Cause, then the escrowed Shares and/or funds will be
released to Participant, subject to the Corporation’s collection of all applicable Withholding
Taxes not otherwise previously collected, as soon as administratively practicable following the
completion of the investigation, but in no event later than the close of the calendar year in which
such determination is made. If it is determined that the Participant has engaged in any act or
transaction that constitutes grounds for termination for Cause, then Participant shall cease to
have any further right, title or interest in the escrowed Shares and/or funds, and those Shares and
funds shall be returned to the Corporation.




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




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




          13. Parachute Payment. In the event the accelerated vesting and issuance of the
Shares subject to this Award would otherwise constitute a parachute payment under Code Section
280G, then the applicable parachute payment provisions of the Severance Agreement shall govern the
Participant’s rights and entitlements.




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




          15. Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns and upon
Participant and the legal representatives, heirs and the legatees of his or her estate.




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




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




          18.  At Will Employment. Nothing in this Agreement or the Award shall provide
Participant with any right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way Participant’s right or the right of the Corporation to
terminate Participant’s Service at any time for any reason, with or without cause, or for no
reason.




          19. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN PARTICIPANT
AND THE CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE
AWARD OF RESTRICTED STOCK UNITS EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR
TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE
COUNTY IN WHICH PARTICIPANT IS (OR HAS MOST RECENTLY BEEN) EMPLOYED BY THE CORPORATION (OR ANY
PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE
GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE
AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE
THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE
DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION
AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED,
HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE
WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION
AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY
ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO
REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, EXPENSES AND ATTORNEY’S
FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL
IN ALL EVENTS BE PAID BY THE CORPORATION. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION
IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT
TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR
COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A
PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS,
INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.





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          20. Electronic Delivery. The Corporation may, in its sole discretion, decide to
deliver any document related to the Award, the Plan or future awards that may be granted under the
Plan by electronic means, and Participant hereby consents to receive such documents by electronic
delivery.




          21. Remaining Terms. The remaining terms and conditions of this Award are governed by
the Plan, and this Award is also subject to all interpretations, amendments, rules and regulations
that may from time to time be adopted under the Plan. The official prospectus summarizing the
principal features of the Plan and the restricted stock units issuable under the Plan is available
for review on the Corporation’s website at intranet.broadcom.com/stock. In the event of any
conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan
shall be controlling. In the event of any conflict between the provisions of this Agreement and
those of the Severance Agreement, the provisions of the Severance Agreement shall be controlling.
Provisions of the Plan that confer discretionary authority on the Board or the Plan Administrator
do not (and shall not be deemed to) confer in Participant any rights, except to the extent such
rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the
Plan Administrator expressly conferred by appropriate action after the date hereof.




          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.




	 	 	 	 	 
	 	BROADCOM CORPORATION

 	 
	 	By:  	 	 
	 	 	Title: 
	 
	 	 	 	 
	 
	 	PARTICIPANT
 	 
	 
	 	Signature: 	 	 
	 	 	Name: 
	 
	 	 	Address: 
	 
	 	 	 
	 
	 




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APPENDIX A




DEFINITIONS




          The following definitions shall be in effect under the Agreement:




          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.




          B. Award shall mean the award of Restricted Stock Units made to the
Participant pursuant to the terms of this Agreement.




          C. Award Date shall mean the date the Restricted Stock Units are awarded to
Participant pursuant to the Agreement and shall be the date indicated in Section 1 of the
Agreement.




          D. Board shall mean the Corporation’s Board of Directors.




          E. Cause shall, solely for purposes of Section 3(c) and Section 10 of this
Agreement, mean the Participant’s commission of any one or more of the following acts: (i)
willful damage to the property, business, business relationships, reputation or goodwill of
the Corporation or any Parent or Subsidiary; (ii) commission of a felony or a misdemeanor
involving moral turpitude; (iii) theft, dishonesty, fraud or embezzlement; (iv) willful
violation of any rules or regulations of any governmental or regulatory body that is or is
reasonably expected to be injurious to the Corporation or any Parent or Subsidiary; (v) the
use of alcohol, narcotics or other controlled substances to the extent that Participant is
prevented from efficiently performing services for the Corporation or any Parent or
Subsidiary; (vi) willful injury to any other employee of the Corporation or any Parent or
Subsidiary; (vii) willful injury to any person in the course of performance of services
for the Corporation or any Parent or Subsidiary; (viii) disclosure to a competitor or
other unauthorized persons of confidential or proprietary information or secrets of the
Corporation or any Parent or Subsidiary or any other material breach of the provisions of
the Confidentiality and Invention Assignment Agreement between the Participant and the
Corporation; (ix) solicitation of business on behalf of a competitor or a potential
competitor of the Corporation or any Parent or Subsidiary; (x) harassment of any other
employee of the Corporation or any Parent or Subsidiary or the commission of any act that
otherwise creates an offensive work environment for other employees of the Corporation or
any Parent or Subsidiary; (xi) material breach of any of the terms of or policies in the
Corporation’s Code of Ethics and Corporate Conduct; or (xii) failure for any reason within
five (5) days after receipt by Participant of written notice thereof from the Corporation,
to correct, cease or otherwise alter any insubordination, failure to comply with
instructions, neglect of the material duties to be performed by Participant or other act or
omission to act that in the opinion of the Corporation does or may adversely affect the
business or operations of the Corporation or any Parent or Subsidiary.




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          F. Change in Control shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:






          (i) a shareholder-approved merger, 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 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 or
transactions involve 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; provided, however, that solely for purposes of determining whether a
permissible Section 409A distribution can be made under Section 6(d) in connection
with such Change in Control event, the period for measuring a change in the
composition of the Board shall be limited to a period of twelve (12) consecutive
months or less.



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




          H. Common Stock shall mean shares of the Corporation’s Class A common stock.




          I. Corporation shall mean Broadcom Corporation, a California corporation, and
any successor corporation to all or substantially all of the assets or voting stock of
Broadcom Corporation that shall by appropriate action adopt the Plan.




          J. Employee shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the employer entity
as to both the work to be performed and the manner and method of performance.




          K. Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:





          (i) If the Common Stock is at the time traded on the Nasdaq Global Select
Market, the then Fair Market Value shall be the closing selling price per share of
Common Stock at the close of regular hours trading (i.e., before after-hours trading
begins) on the Nasdaq Global Select Market on the date in question, as such price is
reported by the National Association of Securities Dealers. If there is no closing
selling price for the Common Stock on the date in question, the then Fair Market
Value shall be the closing selling price on the last preceding date for which such
quotation exists.




          (ii) If the Common Stock is at the time listed on any other Stock Exchange, the
then Fair Market Value shall be the closing selling price per share of Common Stock
at the close of regular hours trading (i.e., before after-hours trading begins) on
the date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted in
the composite tape of transactions on such exchange. If there is no closing selling
price for the Common Stock on the date in question, the then Fair Market Value shall
be the closing selling price on the last preceding date for which such quotation
exists.



          L. Family Members shall mean, with respect to the Participant, any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law.




          M. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from
time to time.




          N.  Participant shall mean the person to whom the Award is made pursuant to
the Agreement.




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          O. Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each corporation in
the unbroken chain (other than the Corporation) owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.




          P. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as amended and
restated from time to time.




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




          R. Reduction in Force shall mean the Corporation’s unilateral layoff of
Employees effected in connection with a restructuring, reorganization, down-sizing or
elimination of one or more business units, departments, facilities or locations of the
Corporation or any Parent or Subsidiary.




          S. Release shall mean the general waiver and release (in form satisfactory to
the Corporation) of all claims against the Corporation, its affiliates and successors
relating to or arising from the Participant’s period of Service with the Corporation (or
any Parent or Subsidiary) and/or the termination of that Service relationship.




          T. Separation from Service means the cessation of Employee status and shall
be deemed to occur at such time as the level of the bona fide services Participant is to
perform in Employee status (or as a consultant or other independent contractor)
permanently decreases to a level that is not more than twenty percent (20%) of the average
level of services Participant rendered in Employee status during the immediately preceding
thirty-six (36) months (or such shorter period for which Participant may have rendered such
service). Solely for purposes of determining when a Separation from Service occurs,
Participant will be deemed to continue in “Employee” status for so long as he or she
remains in the employ of one or more members of the Employer Group, subject to the control
and direction of the employer entity as to both the work to be performed and the manner and
method of performance. “Employer Group” means the Corporation and any other corporation or
business controlled by, controlling or under common control with, the Corporation, as
determined in accordance with Sections 414(b) and (c) of the Code and the Treasury
Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) for purposes
of determining the controlled group of corporations under Section 414(b), the phrase “at
least 50 percent” shall be used instead of “at least 80 percent” each place the latter
phrase appears in such sections, and in applying Section 1.414(c)-2 of the Treasury
Regulations for purposes of determining trades or businesses that are under common control
for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of
“at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the
Treasury Regulations. Any such determination as to Separation from Service, however, shall
be made in accordance with the applicable standards of the Treasury Regulations issued
under Section 409A of the



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Code. A Separation from Service will not be deemed to have occurred while Participant
is on military leave, sick leave, or other bona fide leave of absence if the period of such
leave does not exceed six (6) months or any longer period for which the Participant’s right
to reemployment with one or more members of the Employer Group is provided either by
statute or contract; provided, however, that in the event of a leave of absence due to any
medically determinable physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than six (6) months and that causes
Participant to be unable to perform his or her duties as an Employee, no Separation from
Service shall be deemed to occur during the first twenty-nine (29) months of such leave.
If the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of
disability as indicated above) and Participant’s right to reemployment is not provided
either by statute or contract, then Participant will be deemed to have a Separation from
Service on the first day immediately following the expiration of such six (6)-month or
twenty-nine (29)-month period.




          U. Service shall mean the Participant’s performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor. For purposes of
this Agreement, Participant shall be deemed to cease Service immediately upon the
occurrence of the either of the following events: (i) Participant no longer performs
services in any of the foregoing capacities for the Corporation (or any Parent or
Subsidiary) or (ii) the entity for which Participant performs such services ceases to
remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently
continue to perform services for that entity. Except to the extent otherwise required by
law or expressly authorized by the Plan Administrator or by the Corporation’s written
policy on leaves of absence, no Service credit shall be given for vesting purposes for any
period the Participant is on a leave of absence.




          V. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange.




          W. Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.




          X. Withholding Taxes shall mean the federal, state and local income taxes and
the employee portion of the federal, state and local employment taxes required to be
withheld by the Corporation in connection with the issuance of the shares of Common Stock
to which the Participant becomes entitled under this Agreement or any other consideration
that becomes payable to Participant with respect to those shares.





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