exv10w2w1



 


Exhibit 10.2.1




BROADCOM CORPORATION

STOCK OPTION AGREEMENT





1999 SPECIAL STOCK OPTION PLAN




RECITALS



          A. The Board has adopted the Plan for the purpose of providing additional
incentive to selected Employees, consultants and other independent advisors to
continue in the Service of 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 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 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 and shall be set forth in
such documents issued to the assignee as the Corporation may deem appropriate.
Should the Optionee die while holding this option, then this option shall be
transferred in accordance with Optionee’s will or the laws of descent and
distribution.



          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 this option is outstanding,
then Optionee shall have a three (3)-month period (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 this option is outstanding, 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
(A) the expiration of the twelve (12)- month period measured from the date of
Optionee’s death or (B) the Expiration Date.




               (c) Should Optionee cease Service by reason of Permanent Disability while
this option is outstanding, 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 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 otherwise exercisable Option Shares for which the option
has not been exercised. To the extent this option is not exercisable for one
or more Option Shares at the time of Optionee’s cessation of Service, this
option shall immediately terminate and cease to be outstanding with respect to
those shares.




               (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 (ii) this option is to be replaced with a cash incentive program of
the successor corporation which preserves the spread existing at 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 in accordance with the same option exercise
schedule set forth in the Grant Notice. However, if none of the foregoing
conditions apply, this option shall automatically accelerate and shall,
immediately



2.







 


prior to the effective date of the Change in Control, become exercisable
for all the Option shares 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.




               (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 any 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.



          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:



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	 	               (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 transaction.
	 
	 	     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.
	 
	 	               (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



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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.



          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. All decisions of the Plan Administrator with respect
to any question or issue arising under the Plan or this Agreement shall be
conclusive and 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.



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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 Class A 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 1999 Special Stock Option Plan on                          ,
200     .



          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.



                         , 200     



	 	 	 	 	 
	 	 	

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



          D. Common Stock shall mean the Corporation’s Class A Common Stock.



          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,
and any corporate successor to all or substantially all of the assets or voting
stock of Broadcom Corporation which shall by appropriate action adopt the Plan.



          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 share as specified in
the Grant Notice.



A-1.







 


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



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





		
	 	          (a) If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such 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.
	 
	 	          (b) If the Common Stock is at the time listed on any Stock Exchange,
then the Fair Market Value shall be 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. 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 other person in the Service of the Corporation (or any Parent or
Subsidiary).



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



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



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



A-2.







 


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



          S. 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.



          T. 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.



          U. Plan shall mean the Corporation’s 1999 Special Stock Option Plan.



          V. Plan Administrator shall mean either the Board or a committee of the
Board acting in its administrative capacity under the Plan.



          W. Service shall mean the Optionee’s performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee or a
consultant or independent advisor.



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



          Y. 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.





A-3.