exv10w1w1



 


Exhibit 10.1.1


BROADCOM CORPORATION




STOCK OPTION AGREEMENT




RECITALS



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



          B.     Optionee 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 grant
of an option to Optionee.



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



               NOW, THEREFORE, it is hereby agreed as follows:



               1. Grant of Option. The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified
in the Grant Notice. The Option Shares shall be purchasable from time to time
during the option term specified in Paragraph 2 at the Exercise Price.



               2. Option Term. This option shall have a maximum term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.



               3. Limited Transferability. This option shall be neither transferable nor
assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee. However, if this option is designated a
Non-Statutory Option in the Grant Notice, then this option may, in connection
with the Optionee’s estate plan, be assigned in whole or in part during
Optionee’s lifetime to one or more members of the Optionee’s immediate family
or to a trust established for the exclusive benefit of one or more such family
members. The assigned portion shall be exercisable only by the person or
persons who acquire a proprietary interest in the option pursuant to such
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for this option immediately prior to such assignment.



               4. Dates of Exercise. This option shall become exercisable for the Option
Shares in one or more installments as specified in the Grant Notice. As the
option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.



 







 




               5. Cessation of Service. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:




		
	 	          (a) Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while
holding this option, then Optionee shall have a period of three
(3) months (commencing with the date of such cessation of Service)
during which to exercise this option, but in no event shall this
option be exercisable at any time after the Expiration Date.
	 
	 	          (b) Should Optionee die while holding this option, then the
personal representative of Optionee’s estate or the person or
persons to whom the option is transferred pursuant to Optionee’s
will or in accordance with the laws of inheritance shall have the
right to exercise this option. Such right shall lapse, and this
option shall cease to be outstanding, upon the earlier of (i) the
expiration of the twelve (12)-month period measured from the date
of Optionee’s death or (ii) the Expiration Date.
	 
	 	          (c) Should Optionee cease Service by reason of Permanent
Disability while holding this option, then Optionee shall have a
period of twelve (12) months (commencing with the date of such
cessation of Service) during which to exercise this option. In no
event shall this option be exercisable at any time after the
Expiration Date.
	 
	 	          (d) During the limited period of post-Service exercisability,
this option may not be exercised in the aggregate for more than
the number of vested Option Shares for which the option is
exercisable at the time of Optionee’s cessation of Service. Upon
the expiration of such limited exercise period or (if earlier)
upon the Expiration Date, this option shall terminate and cease to
be outstanding for any vested Option Shares for which the option
has not been exercised. However, this option shall, immediately
upon Optionee’s cessation of Service for any reason, terminate and
cease to be outstanding with respect to any Option Shares in which
Optionee is not otherwise at that time vested or for which this
option is not otherwise at that time exercisable.
	 
	 	          (e) Should Optionee’s Service be terminated for Misconduct,
then this option shall terminate immediately and cease to remain
outstanding.



               6. Special Acceleration of Option.




               (a) This option to the extent outstanding at the time of a Change in
Control but not otherwise fully exercisable, shall not become exercisable on an
accelerated basis if and to the extent: (i) this option is, in connection with
the Change in Control, to be assumed by the successor corporation (or parent
thereof) or otherwise continued in full force and effect pursuant to the terms
of the Change in Control transaction or (ii) this option is to be replaced with
a cash incentive program of the successor corporation which preserves the
spread existing at

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the time of the Change in Control on the Option Shares for which this
option is not otherwise at that time exercisable (the excess of the Fair Market
Value of those Option Shares over the aggregate Exercise Price payable for such
shares) and provides for subsequent payout of that spread in accordance with
the same option exercise/vesting schedule set forth in the Grant Notice.
However, if none of the foregoing conditions apply to this option at the time
of Change in Control, then this option shall automatically accelerate so that
such option shall, immediately prior to the effective date of that Change in
Control, become exercisable for all the shares of Common Stock at the time
subject to this option and may be exercised for any or all of those shares as
fully vested shares of Common Stock.




               (b) Immediately following the Change in Control, this option shall
terminate and cease to be outstanding, except to the extent this option is
assumed by the successor corporation (or parent thereof) in connection with the
Change in Control or is otherwise to continue in full force and effect pursuant
to the terms of the Change in Control transaction.




               (c) If this option is assumed in connection with a Change in Control or is
otherwise to continue in full force and effect, then this option shall be
appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to Optionee
in consummation of such Change in Control had the option been exercised
immediately prior to such Change in Control, and appropriate adjustments shall
also be made to the Exercise Price, provided the aggregate Exercise Price shall
remain the same. To the extent the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control transaction, the successor corporation
may, in connection with the assumption or continuation of this option,
substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such
Change in Control transaction.




               (d) 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 Option 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 or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price
in order to reflect such change and thereby preclude a dilution or enlargement
of benefits hereunder.



          8. Shareholder Rights. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of
record of the purchased shares.



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          9. Manner of Exercising Option.




               (a) In order to exercise this option with respect to all or any part of
the Option Shares for which this option is at the time exercisable, Optionee
(or any other person or persons exercising the option) must take the following
actions:




		
	 	          (i) Execute and deliver to the Corporation a Notice of
Exercise for the Option Shares for which the option is exercised
or comply with such other procedures as the Corporation may
establish for notifying the Corporation of the exercise of this
option for one or more Option Shares.




		
	 	          (ii) Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:





		
	 	          (A) cash or check made payable to the Corporation;
	 
	 	          (B) a promissory note payable to the Corporation, but
only to the extent authorized by the Plan Administrator in
accordance with Paragraph 13;
	 
	 	          (C) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the
requisite period necessary to avoid a charge to the
Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date; or
	 
	 	          (D) through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide
irrevocable instructions (I) to a brokerage firm (reasonably
satisfactory to the Corporation for purposes of
administering such procedure) to effect the immediate sale
of the purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such
exercise and (II) to the Corporation to deliver the
certificates for the purchased shares directly to such
brokerage firm in order to complete the sale.
	 
	 	     Except to the extent the sale and remittance procedure
is utilized in connection with the option exercise, payment
of the Exercise Price must accompany the Notice of Exercise
delivered to the Corporation in connection with the option
exercise.




		
	 	          (iii) Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.



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	 	          (iv) Make appropriate arrangements with the Corporation (or Parent
or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and employment
tax withholding requirements applicable to the option exercise.




               (b) As soon as practical after the Exercise Date, the Corporation shall
issue to or on behalf of Optionee (or any other person or persons exercising
this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.




               (c) In no event may this option be exercised for any fractional shares.



          10. Compliance with Laws and Regulations.




               (a) The exercise of this option and the issuance of the Option Shares upon
such exercise shall be subject to compliance by the Corporation and Optionee
with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.




               (b) 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 and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been
obtained. The Corporation, however, shall use its best efforts to obtain all
such approvals.



          11. Successors and Assigns. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee’s assigns and the legal representatives, heirs and legatees
of Optionee’s estate.



          12. Notices. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee’s signature line on the Grant Notice.
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.



          13. Financing. The Plan Administrator may, in its absolute discretion and
without any obligation to do so, permit Optionee to pay the Exercise Price for
the purchased Option Shares by delivering a full-recourse promissory note
payable in one or more installments bearing interest at a market rate and
secured by the purchased shares. The remaining terms of any such promissory
note (including the terms of repayment) shall be established by the Plan
Administrator in its sole discretion.



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          14. Construction. This Agreement and the option 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 this option.



          15. 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.



          16. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN
OPTIONEE AND THE CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED
WITH THIS AGREEMENT OR THE OPTION 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 THE
OPTIONEE 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 (INCLUDING BUT NOT LIMITED TO THE
ARBITRATOR’S COMPENSATION), EXPENSES AND ATTORNEY’S FEES. 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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          17. Excess Shares. If the Option Shares covered by this Agreement exceed, as
of the Grant Date, the number of shares of Common Stock which may without
shareholder approval be issued under the Plan, then this option shall be void
with respect to those excess shares, unless shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.



          18. Additional Terms Applicable to an Incentive Option. In the event this
option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:




		
	 	     (a) This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this
option is exercised for one or more Option Shares: (A) more than
three (3) months after the date Optionee ceases to be an Employee
for any reason other than death or Permanent Disability or (B)
more than twelve (12) months after the date Optionee ceases to be
an Employee by reason of Permanent Disability.




		
	 	     (b) No installment under this option shall qualify for
favorable tax treatment as an Incentive Option if (and to the
extent) the aggregate Fair Market Value (determined at the Grant
Date) of the Common Stock for which such installment first becomes
exercisable hereunder would, when added to the aggregate value
(determined as of the respective date or dates of grant) of the
Common Stock or other securities for which this option or any
other Incentive Options granted to Optionee prior to the Grant
Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars
($100,000) in the aggregate. Should such One Hundred Thousand
Dollar ($100,000) limitation be exceeded in any calendar year,
this option shall nevertheless become exercisable for the excess
shares in such calendar year as a Non-Statutory Option.




		
	 	     (c) Should the exercisability of this option be accelerated
upon a Change in Control, then this option shall qualify for
favorable tax treatment as an Incentive Option only to the extent
the aggregate Fair Market Value (determined at the Grant Date) of
the Common Stock for which this option first becomes exercisable
in the calendar year in which the Change in Control occurs does
not, when added to the aggregate value (determined as of the
respective date or dates of grant) of the Common Stock or other
securities for which this option or one or more other Incentive
Options granted to Optionee prior to the Grant Date (whether under
the Plan or any other option plan of the Corporation or any Parent
or Subsidiary) first become exercisable during the same calendar
year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should the applicable One Hundred Thousand Dollar
($100,000) limitation be exceeded in the calendar year of such
Change in Control, the option may nevertheless be exercised for
the excess shares in such calendar year as a Non-Statutory Option.



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	 	     (d) Should Optionee hold, in addition to this option, one or
more other options to purchase Common Stock which become
exercisable for the first time in the same calendar year as this
option, then the foregoing limitations on the exercisability of
such options as Incentive Options shall be applied on the basis of
the order in which such options are granted.



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EXHIBIT I




NOTICE OF EXERCISE



          I hereby notify Broadcom Corporation (the “Corporation”) that I elect to
purchase ___________________ shares of the Corporation’s Common Stock (the
“Purchased Shares”) at the option exercise price of $_____________________________ per share
(the “Exercise Price”) pursuant to that certain option (the “Option”) granted
to me under the Corporation’s 1998 Stock Incentive Plan on
______________________________, 20_____________.



          Concurrently with the delivery of this Exercise Notice to the Corporation,
I shall hereby pay to the Corporation the Exercise Price for the Purchased
Shares in accordance with the provisions of my agreement with the Corporation
(or other documents) evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a condition for
exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the
Exercise Price.




	 	 	 
	Date __________________________,   20______	 	 	 	 	 
	 
		 	 
	 
	 	 	


Optionee
	 
	 	 	
Address:
	 	 	


	 
	 	 	


	 
	Print name in exact manner

it is to appear on the

stock certificate:	 	

	 	 	 
	 
	Address to which certificate is to be sent, if different from

address above:	 	

	 
	 
	 	 	


	 
	Social Security Number:	 	 
	 
	 	 	


	 
	Employee Number:	 	 
	 
	 	 	





 







 



APPENDIX



          The following definitions shall be in effect under the Agreement:



          A.      Agreement shall mean this Stock Option Agreement.



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



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



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



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




		
	 	     (i)      a 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,




		
	 	     (ii)      the 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 1934 Act) 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.



          F.      Corporation shall mean Broadcom Corporation, a California corporation.



          G.      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.



          H.      Exercise Date shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.



          I.      Exercise Price shall mean the exercise price per Option Share as
specified in the Grant Notice.



          J.      Expiration Date shall mean the date on which the option expires as
specified in the Grant Notice.



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          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
National Market, then the Fair Market Value shall be deemed equal
to the closing selling price per share of Common Stock on the date
in question, as the price is reported by the National Association
of Securities Dealers on the Nasdaq National Market. 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.




		
	 	     (ii)      If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be deemed equal to the
closing selling price per share of Common Stock 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.      Grant Date shall mean the date of grant of the option as specified in
the Grant Notice.



          M.      Grant Notice shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.



          N.      Incentive Option shall mean an option which satisfies the requirements
of Code Section 422.



          O.      Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
Optionee or any other individual in the Service of the Corporation (or any
Parent or Subsidiary).



          P.      Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.



          Q.      Notice of Exercise shall mean the notice of exercise in the form
attached hereto as Exhibit I.



          R.      Option Shares shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice.



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          S.      Optionee shall mean the person to whom the option is granted as
specified in the Grant Notice.



          T.      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.



          U.      Permanent Disability shall mean the inability of Optionee to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has
lasted or can be expected to last for a continuous period of twelve (12) months
or more.



          V.      Plan shall mean the Corporation’s 1998 Stock Incentive Plan.



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



          X.      Service shall mean the Optionee’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.



          Y.      Stock Exchange shall mean the American Stock Exchange or the New York
Stock Exchange.



          Z.      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.





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