exv10w2







    Exhibit 10.2



 




    BROADCOM
    CORPORATION

    



 




    1998
    EMPLOYEE STOCK PURCHASE PLAN

    





    (as
    Amended and Restated March 12, 2008)



 


		
	
    I.  
	
    PURPOSE
    OF THE PLAN




 



    This Employee Stock Purchase Plan is intended to promote the
    interests of Broadcom Corporation by providing eligible
    employees with the opportunity to acquire a proprietary interest
    in the Corporation through participation in a payroll-deduction
    based employee stock purchase plan designed to qualify under
    Section 423 of the Code.



 



    Capitalized terms herein shall have the meanings assigned to
    such terms in the attached Appendix.



 



    All share numbers in this March 12, 2008 restatement have
    been adjusted to reflect all splits and dividends of the
    Corporation’s Common Stock subsequent to April 16,
    1998, including the three-for-two split of the Common Stock that
    was effected on February 21, 2006 through the payment of
    one additional share of Common Stock for every two shares of
    Common Stock outstanding on February 6, 2006.



 



    This March 12, 2008 restatement shall become effective upon
    approval of such restatement by the Corporation’s
    shareholders at the 2008 Annual Meeting of Shareholders. In the
    event such shareholder approval is not obtained, then the
    revisions to the Plan effected by the restatement shall have no
    force and effect; however, the 1998 Employee Stock Purchase Plan
    shall continue in effect in accordance with the terms and
    provisions of the plan in effect immediately prior to this
    restatement.



 


		
	
    II.  
	
    ADMINISTRATION
    OF THE PLAN




 



    The Plan Administrator shall have full authority to interpret
    and construe any provision of the Plan and to adopt such rules
    and regulations for administering the Plan as it may deem
    necessary to comply with the requirements of Code
    Section 423. Decisions of the Plan Administrator shall be
    final and binding on all parties having an interest in the Plan.



 


		
	
    III.  
	
    STOCK
    SUBJECT TO PLAN




 



    A.  The stock purchasable under the Plan shall be
    shares of authorized but unissued or reacquired Common Stock,
    including shares of Common Stock purchased on the open market.
    As of March 12, 2008, the maximum number of shares of
    Common Stock reserved for issuance over the term of the Plan was
    limited to 33,414,349 shares.



 



    B.  The total number of shares of Common Stock
    available for issuance under the Plan and the International Plan
    shall automatically increase on the first trading day of January
    each calendar year during the remaining term of the Plan by an
    amount equal to one and one quarter percent (1.25%) of the
    aggregate number of shares of Class A Common Stock and
    Class B Common Stock outstanding on the last trading day in
    December of the immediately preceding calendar year, but in no
    event shall any such annual increase exceed
    10,000,000 shares.



 



    C.  The shares of Common Stock reserved for issuance
    under the Plan shall also be used to provide the shares of
    Common Stock that become issuable under the International Plan.
    Accordingly, each share of Common Stock issued under the
    International Plan shall automatically reduce on a one-for-one
    basis the number of shares of Common Stock available for
    issuance under the Plan.



 



    D.  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, then equitable
    adjustments shall be made by the Plan Administrator to
    (i) the maximum number and class of securities issuable
    under the Plan, (ii) the maximum number
    and/or class
    of securities by which the share reserve under the Plan is to
    increase each calendar year pursuant to the provisions of
    Section III.B, (iii) the maximum number and class of
    securities purchasable per Participant on any one Purchase Date,
    (iv) the maximum number and class of securities purchasable
    in total by all Participants under this Plan and the
    International Plan on any one Purchase Date and (v) the
    number and class of securities and the price per share in effect
    under each outstanding purchase right. The adjustments shall be
    made




    

    B-1








 






    in such manner as the Plan Administrator deems appropriate to
    prevent the dilution or enlargement of benefits under the Plan
    and the outstanding purchase rights thereunder, and such
    adjustments shall be final, binding and conclusive.



 


		
	
    IV.  
	
    OFFERING
    PERIODS




 



    A.  Shares of Common Stock shall be offered for
    purchase under the Plan through a series of successive offering
    periods until such time as (i) the maximum number of shares
    of Common Stock available for issuance under the Plan shall have
    been purchased or (ii) the Plan shall have been sooner
    terminated.



 



    B.  The first offering period after December 20,
    2006 shall commence on February 1, 2007, and shall end on
    the last business day in April 2009. Each subsequent offering
    period shall commence on the start date determined in advance by
    the Plan Administrator.



 



    C.  Each offering period commencing after
    December 20, 2006 shall be of such duration as determined
    by the Plan Administrator prior to the start date of that
    offering, subject, however, to the following provisions:



 



    (i)  Except as otherwise provided in Section IV.B
    above with respect to the first post-December 2006 offering
    period or in subparagraph (ii) below, no offering period
    shall exceed twenty-four (24) months in duration.



 



    (ii)  Should the last scheduled Purchase Date in the
    offering period occur at a time when the Corporation cannot
    effect an issuance of Common Stock under the Plan in compliance
    with applicable securities laws, including (without limitation)
    the registration requirements of the 1933 Act, then the
    duration of that offering period shall automatically be extended
    until the earlier of (a) the first date on
    which such issuance of Common Stock can be effected in
    compliance with applicable securities laws, with such date to
    serve as the final Purchase Date for that offering period, or
    (b) the expiration of the twenty-seven (27)-month period
    measured from the start date of that offering period.



 



    D.  Each offering period shall consist of a series of
    one or more successive Purchase Intervals. Purchase Intervals
    shall run from the first business day in May each year to the
    last business day in October of the same year and from the first
    business day in November each year to the last business day in
    April of the following year, except that the first Purchase
    Interval in effect under the first offering period beginning
    after December 20, 2006 commenced on February 1, 2007
    and terminated on the last business day in April 2007.



 



    E.  Should the Fair Market Value per share of Common
    Stock on any Purchase Date within an offering period be less
    than the Fair Market Value per share of Common Stock on the
    start date of that offering period, then that offering period
    shall automatically terminate immediately after the purchase of
    shares of Common Stock on such Purchase Date, and a new offering
    period shall commence on the next business day following such
    Purchase Date. The new offering period shall have a duration of
    twenty (24) months (subject to the extension provisions of
    Section IV.C (ii) above), unless a shorter duration is
    established by the Plan Administrator within five
    (5) business days following the start date of that offering
    period.



 


		
	
    V.  
	
    ELIGIBILITY




 



    A.  Each individual who is an Eligible Employee on the
    start date of any offering period under the Plan may enter that
    offering period on such start date or on any subsequent
    Quarterly Entry Date within that offering period, provided he or
    she remains an Eligible Employee.



 



    B.  Each individual who first becomes an Eligible
    Employee after the start date of an offering period may enter
    that offering period on any subsequent Quarterly Entry Date
    within that offering period on which he or she is an Eligible
    Employee.



 



    C.  Each corporation that becomes a Corporate
    Affiliate (other than a foreign subsidiary participating in the
    International Plan ) after March 12, 2008 shall
    automatically become a Participating Corporation effective as of
    the first Quarterly Entry Date coincident with or next following
    the date on which it becomes such an affiliate.



 



    D.  The date an individual enters an offering period
    shall be designated his or her Entry Date for purposes of that
    offering period.



 



    E.  To participate in the Plan for a particular
    offering period, the Eligible Employee must complete the
    enrollment forms prescribed by the Plan Administrator (including
    a stock purchase agreement and a payroll deduction
    authorization)




    

    B-2








 






    and file such forms with the Plan Administrator (or its
    designated representative) on or before his or her scheduled
    Entry Date.



 


		
	
    VI.  
	
    PAYROLL
    DEDUCTIONS




 



    A.  The payroll deduction authorized by the
    Participant for purposes of acquiring shares of Common Stock
    during an offering period may be any multiple of one percent
    (1%) of the Cash Earnings paid to the Participant during each
    Purchase Interval within that offering period, up to a maximum
    of fifteen percent (15%). The deduction rate so authorized shall
    continue in effect throughout the offering period, except to the
    extent such rate is changed in accordance with the following
    guidelines:



 



    (i)  The Participant may, at any time during the
    offering period, reduce his or her rate of payroll deduction by
    filing the appropriate form with the Plan Administrator. The
    reduced rate shall become effective on the first pay day of the
    month following the month in which such form is filed, and there
    shall be no limit on the number of such reductions a Participant
    may effect during a Purchase Interval.



 



    (ii)  The Participant may not increase the payroll
    deduction rate to be in effect for an offering period at any
    time after the start of that offering period. The Participant
    can only increase his or her rate of payroll deduction for a
    particular offering period by filing the appropriate form with
    the Plan Administrator prior to the start date of that offering
    period. The increased rate (which may not exceed the fifteen
    percent (15%) maximum) shall become effective with the start
    date of that offering period.



 



    B.  Payroll deductions shall begin on the first pay
    day following the Participant’s Entry Date into the
    offering period and shall (unless sooner terminated by the
    Participant) continue through the pay day ending with or
    immediately prior to the last day of that offering period. The
    amounts so collected shall be credited to the Participant’s
    book account under the Plan, but no interest shall be paid on
    the balance from time to time outstanding in such account. The
    amounts collected from the Participant shall not be required to
    be held in any segregated account or trust fund and may be
    commingled with the general assets of the Corporation and used
    for general corporate purposes.



 



    C.  Payroll deductions shall automatically cease upon
    the termination of the Participant’s purchase right in
    accordance with the provisions of the Plan.



 



    D.  The Participant’s acquisition of Common Stock
    under the Plan on any Purchase Date shall neither limit nor
    require the Participant’s acquisition of Common Stock on
    any subsequent Purchase Date, whether within the same or a
    different offering period.



 


		
	
    VII.  
	
    PURCHASE
    RIGHTS




 



    A.  Grant of Purchase
    Right.  A Participant shall be granted a
    separate purchase right for each offering period in which he or
    she participates. The purchase right shall be granted on the
    Participant’s Entry Date into the offering period and shall
    provide the Participant with the right to purchase shares of
    Common Stock, in a series of successive installments over the
    remainder of such offering period, upon the terms set forth
    below. The Participant shall execute a stock purchase agreement
    embodying such terms and such other provisions (not inconsistent
    with the Plan) as the Plan Administrator may deem advisable.



 



    Under no circumstances shall purchase rights be granted under
    the Plan to any Eligible Employee if such individual would,
    immediately after the grant, own (within the meaning of Code
    Section 424(d)) or hold outstanding options or other rights
    to purchase, stock possessing five percent (5%) or more of the
    total combined voting power or value of all classes of stock of
    the Corporation or any Corporate Affiliate.



 



    B.  Exercise of the Purchase
    Right.  Each purchase right shall be
    automatically exercised in installments on each successive
    Purchase Date within the offering period, and shares of Common
    Stock shall accordingly be purchased on behalf of each
    Participant on each such Purchase Date. The purchase shall be
    effected by applying the Participant’s payroll deductions
    for the Purchase Interval ending on such Purchase Date to the
    purchase of whole shares of Common Stock at the purchase price
    in effect for the Participant for that Purchase Date.



 



    C.  Purchase Price.  The
    purchase price per share at which Common Stock will be purchased
    on the Participant’s behalf on each Purchase Date within
    the offering period shall be equal to eighty-five percent (85%)
    of the lower of (i) the Fair Market Value per share
    of Common Stock on the Participant’s Entry Date into that
    offering period or (ii) the Fair Market Value per share of
    Common Stock on that Purchase Date.




    

    B-3








 





 



    D.  Number of Purchasable
    Shares.  The number of shares of Common Stock
    purchasable by a Participant on each Purchase Date during the
    offering period shall be the number of whole shares obtained by
    dividing the amount collected from the Participant through
    payroll deductions during the Purchase Interval ending with that
    Purchase Date by the purchase price in effect for the
    Participant for that Purchase Date. However, the maximum number
    of shares of Common Stock purchasable per Participant on any one
    Purchase Date shall not exceed 9,000 shares, subject to
    periodic adjustments in the event of certain changes in the
    Corporation’s capitalization. In addition, the maximum
    number of shares of Common Stock purchasable in total by all
    Participants in this Plan and the International Plan on any one
    Purchase Date in any offering period beginning on or after
    March 12, 2008 shall not exceed 3,000,000 shares,
    subject to periodic adjustments in the event of certain changes
    in the Corporation’s capitalization. However, the Plan
    Administrator shall have the discretionary authority,
    exercisable prior to the start of any offering period under the
    Plan, to increase or decrease the limitations to be in effect
    for the number of shares purchasable per Participant and in
    total by all Participants on each Purchase Date during that
    offering period.



 



    E.  Excess Payroll
    Deductions.  To the extent payroll deductions
    cannot be applied to the purchase of whole shares of Common
    Stock on any Purchase Date, those payroll deductions shall be
    promptly refunded, unless the Plan Administrator determines that
    such deductions are to be applied to the purchase of fractional
    shares of Common Stock on each Purchase Date within the offering
    period. Any payroll deductions not applied to the purchase of
    Common Stock by reason of the limitation on the maximum number
    of shares purchasable per Participant or in total by all
    Participants on such Purchase Date shall be promptly refunded.



 



    F.  Withdrawal from Plan/Termination of Purchase
    Right:  The following provisions shall govern
    the withdrawal or the termination of outstanding purchase rights:



 



    (i)  A Participant may, at any time prior to the next
    scheduled Purchase Date in the offering period, withdraw from
    the Plan by filing the appropriate form with the Plan
    Administrator (or its designated representative), and no further
    payroll deductions shall be collected from the Participant with
    respect to the offering period in which such withdrawal occurs.
    Any payroll deductions collected during the Purchase Interval in
    which such withdrawal occurs shall, at the Participant’s
    election, be promptly refunded or held for the purchase of
    shares on the next Purchase Date. If no such election is made at
    the time of such withdrawal, then the payroll deductions
    collected with respect to the terminated right shall be refunded
    as soon as possible.



 



    (ii)  To resume participation in the Plan, such
    individual must re-enroll in the Plan (by making a timely filing
    of the prescribed enrollment forms) on or before any
    subsequently scheduled Quarterly Entry Date.



 



    (iii)  Should the Participant cease to remain an
    Eligible Employee for any reason (including death, disability or
    change in status) while his or her purchase right remains
    outstanding, then that purchase right shall immediately
    terminate, and all of the Participant’s payroll deductions
    for the Purchase Interval in which the purchase right so
    terminates shall be promptly refunded. However, should the
    Participant cease to remain in active service by reason of an
    approved unpaid leave of absence, then the Participant shall
    have the right, exercisable up until the last business day of
    the Purchase Interval in which such leave commences, to
    (a) withdraw all the payroll deductions collected to date
    on his or her behalf for that Purchase Interval or (b) have
    such funds held for the purchase of shares on his or her behalf
    on the next scheduled Purchase Date. If the Participant fails to
    make an election, as a default the Corporation will apply such
    funds to the purchase of shares on his or her behalf on the next
    scheduled Purchase Date. In no event, however, shall any further
    payroll deductions be collected on the Participant’s behalf
    during such leave. Upon the Participant’s return to active
    service (i) within ninety (90) days following the
    commencement of such leave or (ii) prior to the expiration
    of any longer period for which such Participant had reemployment
    rights with the Corporation provided by either statute or
    contract, his or her payroll deductions under the Plan shall
    automatically resume at the rate in effect at the time the leave
    began, unless the Participant withdraws from the Plan prior to
    his or her return. An individual who returns to active
    employment following a leave of absence that exceeds in duration
    the applicable time period set forth in (i) or
    (ii) above shall be treated as a new Employee for purposes
    of subsequent participation in the Plan and must accordingly
    re-enroll in the Plan (by making a timely filing of the
    prescribed enrollment forms) on or before his or her scheduled
    Entry Date into the offering period.



 



    G.  Change in Control.  Each
    outstanding purchase right shall automatically be exercised,
    immediately prior to the effective date of any Change in
    Control, by applying the payroll deductions of each Participant
    for the Purchase Interval in which such Change in Control occurs
    to the purchase of whole shares of Common Stock at a purchase
    price per share equal to eighty-five percent (85%) of the
    lower of (i) the Fair Market Value per share of
    Common Stock on the




    

    B-4








 






    Participant’s Entry Date into the offering period in which
    such Change in Control occurs or (ii) the Fair Market Value
    per share of Common Stock immediately prior to the effective
    date of such Change in Control. The applicable limitation on the
    number of shares of Common Stock purchasable per Participant
    shall continue to apply to any such purchase, but not the
    limitation applicable to the maximum number of shares of Common
    Stock purchasable in total by all Participants in this Plan and
    the International Plan.



 



    The Corporation shall use its best efforts to provide at least
    ten (10)-days prior written notice of the occurrence of any
    Change in Control to all Participants, and Participants shall,
    following the receipt of such notice, have the right to
    terminate their outstanding purchase rights prior to the
    effective date of the Change in Control.



 



    H.  Proration of Purchase
    Rights.  Should the total number of shares of
    Common Stock to be purchased pursuant to outstanding purchase
    rights on any particular date exceed the total number of shares
    then available for issuance under this Plan and the
    International Plan, the Plan Administrator shall make a pro-rata
    allocation of the available shares on a uniform and
    nondiscriminatory basis, and the payroll deductions of each
    Participant, to the extent in excess of the aggregate purchase
    price payable for the Common Stock pro-rated to such individual,
    shall be refunded.



 



    I.  Assignability.  The
    purchase right shall be exercisable only by the Participant and
    shall not be assignable or transferable by the Participant.



 



    J.  Shareholder Rights.  A
    Participant shall have no shareholder rights with respect to the
    shares subject to his or her outstanding purchase right until
    the shares are purchased on the Participant’s behalf in
    accordance with the provisions of the Plan and the Participant
    has become a holder of record of the purchased shares.



 


		
	
    VIII.  
	
    ACCRUAL
    LIMITATIONS




 



    A.  No Participant shall be entitled to accrue rights
    to acquire Common Stock pursuant to any purchase right
    outstanding under this Plan if and to the extent such accrual,
    when aggregated with (i) rights to purchase Common Stock
    accrued under any other purchase right granted under this Plan
    and (ii) similar rights accrued under other employee stock
    purchase plans (within the meaning of Code
    Section 423) of the Corporation or any Corporate
    Affiliate, would otherwise permit such Participant to purchase
    more than Twenty-Five Thousand Dollars ($25,000) worth of stock
    of the Corporation or any Corporate Affiliate (determined on the
    basis of the Fair Market Value per share on the date or dates
    such rights are granted) for each calendar year such rights are
    at any time outstanding.



 



    B.  For purposes of applying such accrual limitations
    to the purchase rights granted under the Plan, the following
    provisions shall be in effect:



 



    (i)  The right to acquire Common Stock under each
    outstanding purchase right shall accrue in a series of
    installments on each successive Purchase Date during the
    offering period in which such right remains outstanding.



 



    (ii)  No right to acquire Common Stock under any
    outstanding purchase right shall accrue to the extent the
    Participant has already accrued in the same calendar year the
    right to acquire Common Stock under one (1) or more other
    purchase rights at a rate equal to Twenty-Five Thousand Dollars
    ($25,000) worth of Common Stock (determined on the basis of the
    Fair Market Value per share on the date or dates of grant) for
    each calendar year such rights were at any time outstanding.



 



    C.  If by reason of such accrual limitations, any
    purchase right of a Participant does not accrue for a particular
    Purchase Interval, then the payroll deductions that the
    Participant made during that Purchase Interval with respect to
    such purchase right shall be promptly refunded.



 



    D.  In the event there is any conflict between the
    provisions of this Article and one or more provisions of the
    Plan or any instrument issued thereunder, the provisions of this
    Article shall be controlling.



 


		
	
    IX.  
	
    EFFECTIVE
    DATE AND TERM OF THE PLAN




 



    A.  The Plan was originally adopted by the Board on
    February 3, 1998 and became effective at the Effective
    Time. This amendment and restatement was adopted by the Board on
    March 12, 2008 and shall become effective upon approval
    thereof by the Corporation’s shareholders at the 2008
    Annual Meeting of Shareholders. In no event, however, shall any
    payroll deductions be collected or purchase rights be exercised,
    and no shares of Common Stock shall be issued, pursuant to this
    March 12, 2008 restatement unless the Corporation is at the
    time in compliance with all applicable requirements of the
    1933 Act (including the registration of the shares of
    Common Stock issuable under the Plan on an appropriate




    

    B-5








 






    and effective registration statement filed with the Securities
    and Exchange Commission), all applicable listing requirements of
    any stock exchange on which the Common Stock is listed for
    trading and all other applicable requirements established by law
    or regulation.



 



    B.  Unless sooner terminated by the Board, the Plan
    shall terminate upon the earliest of (i) the last
    business day in April 2018, (ii) the date on which all
    shares available for issuance under the Plan shall have been
    sold pursuant to purchase rights exercised under the Plan or
    (iii) the date on which all purchase rights are exercised
    in connection with a Change in Control. No further purchase
    rights shall be granted or exercised, and no further payroll
    deductions shall be collected, under the Plan following such
    termination.



 


		
	
    X.  
	
    AMENDMENT/TERMINATION
    OF THE PLAN




 



    A.  The Board may alter, amend, suspend or terminate
    the Plan at any time to become effective immediately following
    the close of any Purchase Interval.



 



    B.  In no event may the Board effect any of the
    following amendments or revisions to the Plan without the
    approval of the Corporation’s shareholders:
    (i) increase the number of shares of Common Stock issuable
    under the Plan, except for permissible adjustments in the event
    of certain changes in the Corporation’s capitalization,
    (ii) alter the purchase price formula so as to reduce the
    purchase price payable for the shares of Common Stock
    purchasable under the Plan or (iii) modify the eligibility
    requirements for participation in the Plan.



 


		
	
    XI.  
	
    GENERAL
    PROVISIONS




 



    A.  All costs and expenses incurred in the
    administration of the Plan shall be paid by the Corporation;
    however, each Plan Participant shall bear all costs and expenses
    incurred by such individual in the sale or other disposition of
    any shares purchased under the Plan.



 



    B.  Nothing in the Plan shall confer upon the
    Participant any right to continue in the employ of the
    Corporation or any Corporate Affiliate for any period of
    specific duration or interfere with or otherwise restrict in any
    way the rights of the Corporation (or any Corporate Affiliate
    employing such person) or of the Participant, which rights are
    hereby expressly reserved by each, to terminate such
    person’s employment at any time for any reason, with or
    without cause.



 



    C.  The provisions of the Plan shall be governed by
    the laws of the State of California without resort to that
    State’s conflict-of-laws rules.



 



    D.  The Corporation and each Participating Corporation
    shall have the right to take whatever steps the Plan
    Administrator deems necessary or appropriate to comply with all
    applicable federal, state, local and employment tax withholding
    requirements, and the Corporation’s obligations to deliver
    shares under this Plan shall be conditioned upon compliance with
    all such withholding tax requirements. Without limiting the
    generality of the foregoing, the Corporation and each
    Participating Corporation shall have the right to withhold taxes
    from any other compensation or other amounts that it may owe to
    the Participant, or to require the Participant to pay to the
    Corporation or the Participating Corporation the amount of any
    taxes that the Corporation or the Participating Corporation may
    be required to withhold with respect to such shares. In this
    connection, the Plan Administrator may require the Participant
    to notify the Plan Administrator, the Corporation or a
    Participating Corporation before the Participant sells or
    otherwise disposes of any shares acquired under the Plan.




    

    B-6








 







    Schedule A

    

    Corporations Participating in

    Employee Stock Purchase Plan

    As of March 12, 2008



 



    Broadcom Corporation



 



    Broadcom Asia Distribution Pte. Ltd.*



 



    Broadcom Danmark ApS*



 



    Broadcom SARL*



 



    Broadcom Canada Ltd.*



 



    Broadcom Communications Korea, Ltd.*



 



    Broadcom Semiconductors Hellas S.A. (Greece)*



 



    Broadcom India Research Private Limited*



 



    Broadcom India Private Limited*



 



    Broadcom Israel Ltd.*



 



    Broadcom Israel Research Ltd.*



 



    Broadcom Japan K.K.*



 



    Broadcom Mexico, S de R.L. de C.V.*



 



    Broadcom Netherlands B.V.*



 



    Broadcom Singapore Pte. Ltd.*



 



    Broadcom UK Ltd.*



 



    Broadcom Europe Limited*



 



    Serverworks Singapore Pte. Ltd.*



 



    Broadcom Alberta ULC*



 



    * Effective as of the start date of the first offering period
    implemented under the 2007 International Employee Stock Purchase
    Plan (“International Plan”), such companies shall
    cease to be Participating Corporations in this Plan and shall
    become participating corporations under the International Plan.




    

    B-7








 







    APPENDIX



 



    The following definitions shall be in effect under the Plan:



 



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



 



    B.  Cash Earnings shall mean the
    (i) base salary payable to a Participant by one or more
    Participating Companies during such individual’s period of
    participation in one or more offering periods under the Plan
    plus (ii) all overtime payments, bonuses, commissions,
    current profit-sharing distributions and other incentive-type
    payments received during such period. Such Cash Earnings shall
    be calculated before deduction of (A) any income or
    employment tax withholdings or (B) any pre-tax
    contributions made by the Participant to any Code
    Section 401(k) salary deferral plan or any Code
    Section 125 cafeteria benefit program now or hereafter
    established by the Corporation or any Corporate Affiliate.
    However, Cash Earnings shall not include any
    contributions (other than Code Section 401(k) or Code
    Section 125 contributions deducted from such Cash Earnings)
    made by the Corporation or any Corporate Affiliate on the
    Participant’s behalf to any employee benefit or welfare
    plan now or hereafter established.



 



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



 



    (i)  a shareholder-approved merger or consolidation in
    which securities possessing more than fifty percent (50%) of the
    total combined voting power of the Corporation’s
    outstanding securities are transferred to a person or persons
    different from the persons holding those securities immediately
    prior to such transaction, or



 



    (ii)  a shareholder-approved sale, transfer or other
    disposition of all or substantially all of the
    Corporation’s assets in complete liquidation or dissolution
    of the Corporation, or



 



    (iii)  the acquisition, directly or indirectly by any
    person or related group of persons (other than the Corporation
    or a person that directly or indirectly controls, is controlled
    by, or is under common control with, the Corporation), of
    beneficial ownership (within the meaning of
    Rule 13d-3
    of the Securities Exchange Act of 1934, as amended) of
    securities possessing more than fifty percent (50%) of the total
    combined voting power of the Corporation’s outstanding
    securities pursuant to a tender or exchange offer made directly
    to the Corporation’s shareholders or pursuant to a private
    transaction or series of transactions with one or more of the
    Corporation’s shareholders.



 



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



 



    E.  Common Stock shall mean the
    Corporation’s Class A common stock.



 



    F.  Corporate Affiliate shall mean any
    parent or subsidiary corporation of the Corporation (as
    determined in accordance with Code Section 424), whether
    now existing or subsequently established.



 



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



 



    H.  Effective Time shall mean the time
    at which the Underwriting Agreement was executed and the Common
    Stock priced for the initial public offering.



 



    I.  Eligible Employee shall mean any
    person who is employed by a Participating Corporation on a basis
    under which he or she is regularly expected to render more than
    twenty (20) hours of service per week for more than five
    (5) months per calendar year for earnings considered wages
    under Code Section 3401(a).



 



    J.  Entry Date shall mean the date an
    Eligible Employee first commences participation in the offering
    period in effect under the Plan. The earliest Entry Date under
    the Plan shall be the Effective Time.



 



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




    

    B-8








 





 



    (ii)  If the Common Stock is at the time listed on any
    other Stock Exchange, then the Fair Market Value shall be the
    closing selling price per share of Common Stock at the close of
    regular trading hours (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, then the Fair Market Value shall be the closing
    selling price on the last preceding date for which such
    quotation exists.



 



    L.  International Plan shall mean the
    Broadcom Corporation 2007 International Employee Stock Purchase
    Plan.



 



    M.  1933 Act shall mean the
    Securities Act of 1933, as amended.



 



    N.  Participant shall mean any Eligible
    Employee of a Participating Corporation who is actively
    participating in the Plan.



 



    O.  Participating Corporation shall mean
    the Corporation and its Corporate Affiliates. The Participating
    Corporations in the Plan as of March 12, 2008 are listed in
    attached Schedule A.



 



    P.  Plan shall mean the
    Corporation’s 1998 Employee Stock Purchase Plan, as set
    forth in this document.



 



    Q.  Plan Administrator shall mean the
    committee of two (2) or more Board members appointed by the
    Board to administer the Plan.



 



    R.  Purchase Date shall mean the last
    business day of each Purchase Interval.



 



    S.  Purchase Interval shall mean each
    successive six (6)-month period within the offering period at
    the end of which there shall be purchased shares of Common Stock
    on behalf of each Participant, except that the first Purchase
    Interval under the first offering period beginning after
    December 20, 2006 commenced on February 1, 2007 and
    terminated on the last business day in April 2007.



 



    T.  Quarterly Entry Date shall mean the
    first business day in February, May, August and November each
    year on which an Eligible Employee may first enter an offering
    period.



 



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



 



    V.  Underwriting Agreement shall mean
    the agreement between the Corporation and the underwriter or
    underwriters managing the initial public offering of the Common
    Stock.




    

    B-9