exv10w11






Exhibit 10.11




October 27, 2008




Mr. Arthur Chong




Dear Art,



It is my pleasure to present you with this offer of employment to join Broadcom Corporation
(“Broadcom” or the “company”) in the position of Senior Vice President, General Counsel and
Secretary. You would report directly to Broadcom’s President and Chief Executive Officer. The
specifics of our offer follow below. Certain capitalized terms not defined in this letter
agreement (the “Letter Agreement”) have the meanings defined in Appendix II. Appendices I and II
are hereby incorporated as though set forth in full herein.



DUTIES & RESPONSIBILITIES



During your employment as Senior Vice President, General Counsel and Secretary, you will oversee
all legal affairs of the company. You will serve as a key member of the executive leadership team,
providing business and legal perspective and advice on a wide range of strategic, tactical and
operational issues. Your responsibilities will cover the entire gamut of legal matters – corporate
law, securities, governance, intellectual property (including trademarks, patent licensing and
prosecution), regulatory matters, mergers and acquisitions, contracts, insurance, employment law,
advertising and litigation. You will provide leadership to a department in excess of 30
professionals, including approximately 20 attorneys. An important aspect of your role will be
advising, counseling, and working with the company’s CEO, Board of Directors and its committees.
In addition, a key responsibility will be to achieve excellence in corporate governance practices.



You will devote all of your business time (excluding periods of vacation and absences made
necessary because of illness or other traditionally approved leave purposes), energy and skill in
the performance of your duties for Broadcom.



You agree to abide at all times by Broadcom’s policies and procedures as the same may be revised
and updated from time to time, including, without limitation, the Code of Ethics and Corporate
Conduct (the “Code of Conduct”), Conflicts of Interest Policy, Appropriate Use Policy, and Policy
on Insider Trading and Unauthorized Disclosures.




BASE SALARY AND ANNUAL BONUS



Your base salary will be $13,461 paid bi-weekly (equivalent to a $350,000 annualized rate).



You will be eligible to participate in the Company’s annual cash bonus program, and your initial
target bonus under such program shall be 50% of your annual base salary. The amount of any bonus
actually paid to you under the program is subject to the complete discretion of the Compensation
Committee of the Company’s Board of Directors (the “Committee”). For 2008, your target bonus will
be pro-rated based on the number of days that you are actively and continuously employed by the
Company for this fiscal year. Your



 









 






target bonus for future years shall be as determined by the Committee, taking into account the
target bonus levels for other senior executives of the Company. The Committee shall have the
discretion to change, revise, amend or cancel any bonus program that may be established from time
to time.




SIGN-ON BONUS



The Company has also agreed to pay you a sign-on bonus in the amount of $150,000. This sign-on
bonus will be paid within your first 30 days of employment with the Company. Payment will be
processed through our payroll department, with all appropriate taxes withheld. This bonus is
subject to the repayment obligation described below.




STOCK OPTIONS AND RESTRICTED STOCK UNITS



We will recommend to the Compensation Committee that you receive a stock option grant to purchase
one hundred twenty-five thousand (125,000) shares of Broadcom Class A common stock with an exercise
price per share equal to the closing price of our Class A common stock on the NASDAQ Global Select
Market as of the grant date. If your Start Date occurs prior to November 5, 2008, the stock
option grant will occur on or about November 5, 2008, provided that the window for executive stock
trades as determined under the company’s policies and procedures is open on that date; otherwise
the option will be granted as soon as feasible following the opening of the next window for
executive stock trades as determined under the company’s policies and procedures. The option will
vest with respect to 25% of the underlying shares upon the first anniversary of the Start Date.
The remaining 75% of shares subject to the option will vest in equal monthly installments, on each
monthly anniversary of the Start Date that occurs during the period of thirty-six months following
the first anniversary of the Start Date. Vesting of the option will not be subject to performance
criteria other than continued service as an employee. The stock option will have a ten year term.



We will recommend to the Compensation Committee that you receive sixty-two thousand five hundred
(62,500) restricted stock units to acquire, with no cash payment on your part (other than
applicable income and employment taxes), an equal number of shares of Broadcom Class A common
stock. If your Start Date occurs prior to November 5, 2008, the restricted stock unit award will
occur on or about November 5, 2008, provided that the window for executive stock trades as
determined under the company’s policies and procedures is open on that date; otherwise the
restricted stock units will be awarded as soon as feasible following the opening of the next window
for executive stock trades as determined under the company’s policies and procedures. The
restricted stock units will generally vest in 16 equal quarterly installments, on each quarterly
date that is generally utilized by Broadcom for the vesting of restricted stock units issued to
other Broadcom employees, over the period of forty-eight months following the date of such award.
Vesting of the restricted stock units will not be subject to performance criteria other than
continued service as an employee.



The foregoing grants will be made by the Committee pursuant to Broadcom’s 1998 Stock Incentive
Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan
together with its current prospectus, our current forms of notice of grant of stock option, stock
option agreement and restricted stock unit issuance agreement. The terms and conditions set forth
therein are subject to change from time to time at the discretion of the Committee.




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10B5-1 PLAN, ETC.



To the extent permitted from time to time by applicable law, you will be able to exercise any
stock options granted to you through a same day sale program established with a nationally
recognized securities brokerage firm of your choice that is reasonably acceptable to Broadcom.
For your restricted stock units and any other restricted stock or equity awards that create taxable
income to you at the time of vesting, if you are precluded by law at the time of vesting from
selling Broadcom equity in an amount sufficient to result in proceeds at least equal to the tax
obligation created by such vesting, then you shall, to the extent permitted from time to time by
applicable law, be permitted to satisfy the applicable tax withholding obligations arising from the
vesting of such awards through share withholding by Broadcom. To the extent permitted from time
to time by applicable law, you will also be permitted to implement and maintain, at your
discretion, an exercise and selling trading plan covering your Broadcom equity in accordance with
Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (a “10b5-1 Plan”). To extent
permitted from time to time by applicable law, you will be permitted to have an operational 10b5-1
Plan commencing at the time you select (provided that such plan is approved by both Broadcom’s
Chief Executive Officer and Chief Financial Officer and provided further, that such plan complies
with the company’s policies and procedures) and continuing during the entire time you render
services to Broadcom and you may, in your discretion, keep a 10b5-1 Plan active through the date
that is 24 months after cessation of all your services to Broadcom. Any such plan will be in a
form reasonably acceptable to Broadcom and will be established with a nationally recognized
securities brokerage firm of your choice that is reasonably acceptable by Broadcom.




BENEFITS



As a Broadcom employee you will be eligible to participate in our employee benefits plan, which
includes comprehensive medical, dental, vision, life and both short- and long-term disability
insurance. In addition, you may participate in Broadcom’s employee stock purchase plan, which
allows employees to purchase a limited amount of Broadcom Class A Common Stock at a discounted
price, a 401(k) savings program, paid holidays as designated by the Company (approximately ten days
annually), and paid vacation of ten work days per year plus an additional work day for each
completed year of service, up to a maximum of 20 work days.



The above benefits shall accrue in accordance with our stated policies and may change from
time-to-time at Broadcom’s discretion. We have provided you with a copy of our current benefits
information for your convenience. Effective on your Start Date, or such other date as may be
specified with regard to any particular benefit, you will be eligible for our current,
comprehensive benefits package. Although the summary plan descriptions and other information from
the Human Resources Department are designed to assist employees, the underlying plan documents
themselves, which are available through the Human Resources Department, are the controlling
documents with regard to these benefits. Should any questions relating to our benefits package
arise, please feel free to discuss them with our benefits representative when you join Broadcom.
At that time you will be asked to make a decision as to which of the medical plans best suit your
needs.




INDEMNIFICATION AND LIABILITY INSURANCE



You will be covered under Broadcom’s insurance policies for directors and officers liability and
will be provided indemnification (covering your services as an officer, director and/or employee)
to the maximum extent permitted by Broadcom’s bylaws and Articles of Incorporation, with such
insurance coverage and indemnification to be on terms no less favorable than those provided as
Broadcom’s standard practice for senior executive officers and directors.




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RELOCATION AND TEMPORARY LIVING EXPENSES




Broadcom Corporation provides relocation benefits to support and assist relocating employees.
Relocation benefits are designed to minimize, to the extent feasible, the expenses new employees
may incur when relocating to a new area, as well as the frustration of move logistics. Broadcom’s
policy was developed to help defray expenses; however, it is not intended to reimburse each and
every expense related to the move. Benefits are not to be considered guaranteed or that cash or
another benefit will be given in lieu of relocation benefits that are not utilized.



Specific relocation benefits are administered based on an employee’s job level as determined by
their supervisor. Based on the position being offered to you, you are eligible for Tier 4
relocation benefits as outlined in your Relocation Assistance – Tier 4 (U.S./Canada) policy,
enclosed. Please be aware that some relocation benefits are considered as taxable income under IRS
guidelines. These items will be added to your W-2 earnings at year-end.




REPAYMENT OBLIGATION




By signing this letter to indicate your acceptance of employment, you agree that if you voluntarily
terminate your employment with Broadcom within twenty four (24) months of your hire date, you will
repay the sign-on bonus. For this purpose, voluntary termination excludes termination for Good
Reason as set forth in Appendix II. You also agree that Broadcom is authorized to satisfy any
repayment obligation by deduction from your earnings, accrued vacation, cash bonuses or any other
cash compensation payable to you, to the extent allowed by law, and/or to collect such repayment
directly from you.




TERMINATION




Employment with Broadcom is at-will. Broadcom may terminate your employment with or without
“Cause” or in the event of your “Disability.” You may terminate your employment with or without
“Good Reason,” and your employment automatically terminates upon your death.



Any termination of your employment by Broadcom or you shall only be effective if communicated by a
“Notice of Termination.”



If, during the “Term” of the change in control severance benefit program described in Appendix II
(the “Program”), there is a “Change in Control”, and within 24 months after the date of such a
Change in Control , Broadcom terminates your employment other than for Cause or Disability, or you
terminate your employment for Good Reason, Broadcom agrees to make the payments and provide the
benefits to you described in Appendix II. Furthermore, Broadcom will pay certain “Accrued
Obligations” and provide certain “Other Benefits” upon any termination of employment as described
in Appendix II.




GENERAL TERMS




Please carefully review and consider the entire contents of this Letter Agreement, including the
attached Appendix I, which outlines some of the most important terms and conditions of employment
with Broadcom, and the attached Appendix II, which contains the terms of the Change in Control
Severance Benefit Program. This Letter Agreement, including the attached Appendices and any
agreements relating to confidentiality and proprietary rights between you and Broadcom, sets forth
the terms of your employment and constitutes the entire agreement between the parties, and
supersedes all previous communications, representations, understandings, and agreements, whether
oral or written, between the



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parties or any official or representative thereof, relating to the subject matter hereof. This
Letter Agreement may not be modified or amended except by a written amendment signed by the parties
hereto.



You acknowledge that the Company will file the entire text of the agreement with its next Annual
Report on SEC Form 10KQ.



To indicate your acceptance of Broadcom’s offer of employment, please sign and date one copy of
this Letter Agreement in the space provided below acknowledging your acceptance and anticipated
employment date, initial the last pages of Exhibit 1, Appendix I and Appendix II where indicated,
and return all three to me. Please feel free to contact me if you need additional information or to
discuss this offer further.



This offer of employment and Letter Agreement are subject to and conditioned upon your commencing
services on a full-time basis no later than November 4, 2008.



Art, the entire Board of Directors, senior executive team and I believe that you will make
significant contributions to Broadcom. We look forward to your joining our company and
contributing to our shared vision and future success.




Sincerely,




BROADCOM CORPORATION




	 	 	 
	By:

	 	/s/ Scott A. McGregor

Scott A. McGregor

President and Chief Executive Officer






ACCEPTANCE:



I accept Broadcom Corporation’s offer of employment on the terms and conditions set forth in this
Letter Agreement, including the Appendices hereto.




	 	 	 
	Signed:

	 	/s/ Arthur Chong

Arthur Chong
	 
	 	 
	Date:

	 	October 29, 2008






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APPENDIX I — ADDITIONAL TERMS AND CONDITIONS



This Appendix I sets forth terms and conditions of the offer of employment made by Broadcom
Corporation (“Broadcom") to Arthur Chong. This Appendix I is to be construed in conjunction with,
and is made a part of, the Letter Agreement offering employment with Broadcom. Capitalized terms
not defined in this Appendix I shall have the meanings defined elsewhere in the Letter Agreement.



1. Immigration, Examinations and Absence of Conflicts. The IMMIGRATION AND CONTROL ACT of 1986
requires employers to verify that every new employee is eligible for employment in the US. This
offer of employment is conditional upon the verification of valid US employment eligibility within
three (3) days of your hire date. An information sheet that outlines various documents you may use
to confirm work eligibility has been provided to you. This offer is also conditional upon the
completion of a comprehensive pre-employment medical examination and background investigation of
you with results satisfactory to Broadcom in its sole discretion. By accepting Broadcom’s offer,
you consent to such examination and investigation by professionals employed for that purpose by
Broadcom and to permit the material results thereof to be released to and discussed with the Board
of Directors, and you agree to complete any information statements and execute any consents
required to facilitate the same.



By accepting Broadcom’s offer, you represent that you have satisfied any obligation you may have to
provide notice to any previous employer and that your employment will not constitute a breach of or
contravene the terms of any other employment agreement or other agreement to which you are a party
or otherwise bound (including but not limited to any agreement that prohibits or restricts your
employment as a result of Broadcom’s competition with any entity) thereby preventing you from
performing your duties pursuant to the Letter Agreement, and this offer and your employment are
conditional upon the absence of any such breach or contravention that would prevent you from
performing your duties pursuant to the Letter Agreement. A breach of these representations shall,
if so elected by Broadcom within one year of the Start Date, render the Letter Agreement null and
void as if it had never existed, and shall, if so elected by Broadcom within one year of the Start
Date, constitute grounds for your immediate termination. Such election by Broadcom shall be
communicated to you by written notice. In the event Broadcom elects to render the Letter Agreement
null and void and to terminate your employment as set forth in the prior sentence, and
notwithstanding anything to the contrary provided elsewhere in the Letter Agreement other than your agreement to repay your sign-on bonus as described under the
heading “Repayment Obligation”, you shall be entitled to retain the compensation and benefits that
had been actually paid or delivered to you prior to the date that Broadcom provides written notice
of such election to you, to the extent the same are fully earned and vested as of that date, but
you shall not be entitled to receive or retain any other or further compensation or benefits
(whether or not vested) of any sort whatsoever. Upon such election, and except as and then only to
the extent provided in the immediately preceding sentence, Broadcom shall have no further
obligation whatsoever with respect to your employment or the Letter Agreement and shall not be
liable for damages of any kind or type resulting from its good faith election to terminate your
employment and to treat the Letter Agreement as null and void pursuant to this Section 1.



2. Policies and Procedures; Confidentiality and Invention Assignment Agreement. You will be
expected to abide by all Broadcom policies and procedures, including the Code of Conduct, Conflicts
of Interest Policy, Appropriate Use Policy, and Policy on Insider Trading and Unauthorized
Disclosures, and including signing and complying with the Broadcom Confidentiality and Invention
Assignment Agreement (the “CIAA”). The CIAA (a copy of which has been provided to you) prohibits,
both during and after your employment with


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Broadcom, unauthorized use or disclosure to anyone outside of Broadcom of the proprietary or trade
secret information of Broadcom, its customers and its clients, as well as the disclosure to
Broadcom of the proprietary or trade secret information of others. In addition, this agreement
provides for the assignment of employee inventions to Broadcom and prohibits employees for a period
of one year after their employment from inducing employees or consultants to sever their
relationship with Broadcom. Of course, this description is only a summary, and your actual
obligations will be governed by the CIAA itself.



3. Key Man Life Insurance. You agree that at any time during your employment, at the request of
the Board of Directors or a committee thereof and without additional compensation, you will provide
information, complete and sign applications, and submit to reasonable physical examinations for the
purpose of qualifying for so-called “key man” life insurance to be paid for by and owned by
Broadcom for its own benefit. Broadcom shall have no obligation to apply for or to obtain such
insurance or to maintain in effect any such insurance that may issue for any specific period after
its issuance. You understand and agree that neither you nor any of your beneficiaries shall have
any pecuniary, ownership or beneficial interest in such insurance whatsoever, or to require that
Broadcom maintain any such insurance in effect, except that if any such insurance is in effect at
the date of termination of your employment for any reason other than your death or Disability, you
shall have the right to have assigned to you any such policies of insurance that are so assignable,
as provided pursuant to Subsection 1(e) of Appendix II or as otherwise provided by the policies or
practices of Broadcom then in effect, upon payment by you to Broadcom of the cash surrender value,
if any, and any prepaid premiums.



4. Governing Law. The laws of California shall govern the validity and interpretation of the
Letter Agreement and the Change in Control Severance Program described in Appendix II (the “Change
in Control Severance Program”), without regard to the conflicts of law principles applicable in
California or any other jurisdiction.



5. Captions. The captions of the Letter Agreement (including the captions of its Appendices) are
not part of the provisions of this agreement or the Change in Control Severance Program and shall
have no force or effect.



6. Notices. All notices and other communications hereunder shall be in writing and shall be given
by hand delivery to the other party, by overnight courier prepaid, or by registered or certified
mail, return receipt requested, postage prepaid, addressed (if to you) at the address you last
provided in writing to Broadcom, and if to Broadcom, as follows:



Broadcom Corporation

5300 California Avenue

Irvine, California 92617



Attention: President and Chief Executive Officer



or to such other address as either party may specify to the other from time to time by notice in
writing in compliance with this paragraph.



Notices and communications shall be effective when actually received by the addressee. Neither your
failure to give any notice required hereunder, nor defects or errors in any notice given by you,
shall relieve Broadcom of any corresponding obligation under the Change in Control Severance
Program unless, and only to the extent that, Broadcom is actually and materially prejudiced
thereby.




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7. Severability. The invalidity or unenforceability of any provision of this agreement shall not
affect the validity or enforceability of any other provision. If any provision of the Letter
Agreement, the Change in Control Severance Program or this Appendix I as applied to any party or to
any circumstance should be adjudged by a court of competent jurisdiction or determined by an
arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no
way affect (to the maximum extent permissible by law) the application of such provision under
circumstances different from those adjudicated by the court or determined by the arbitrator, the
application of any other provision of the Letter Agreement, the Change in Control Severance Program
or this Appendix I, or the enforceability or invalidity of any such agreement as a whole. Should
any provision of the Letter Agreement, the Change in Control Severance Program or this Appendix I
become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope,
extent or duration of its coverage, then such provision shall be deemed amended to the extent
necessary to conform to applicable law so as to be valid and enforceable or, if such provision
cannot be so amended without materially altering the intention of the parties, then such provision
will be stricken, and the remainder of the Agreement shall continue in full force and effect.



8. Withholding Taxes. Broadcom may withhold from any amounts payable to you such Federal, state,
local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.



9. No Waiver. Your failure or Broadcom’s failure to insist upon strict compliance with any
provision hereof or the failure to assert any right you or Broadcom may have hereunder, including,
without limitation, your right to terminate employment for Good Reason, shall not be deemed to be a
waiver of the application of such provision or right with respect to any subsequent event or the
waiver of any other provision or right, including any provision or right under the Program.



10. Breach and Remedies. Notwithstanding the provisions of Appendix II setting forth certain
payments and benefits that may be made upon the termination of your employment, you and Broadcom
retain any and all of your rights to assert that the other party has breached the Letter Agreement
(or any of the compensatory equity agreements) by virtue of some action or inaction that does not
constitute “Cause” or “Good Reason” (as defined in Appendix II) and which, if true, would thereby
entitle you to damages or other appropriate relief; provided, however, that any such action or
inaction which is cured within 30 days after notice thereof shall not constitute a breach of the
Letter Agreement; further provided that the measure of your damages for any such breach by the
Company shall be your actual damages resulting therefrom and shall not be determined with reference
to the payments or benefits set forth in Subsections 1(a), 1(b) or 1(e) of Appendix II; and
further provided that your resignation (with or without “Good Reason") or your termination by
Broadcom (with or without “Cause") shall not be deemed a breach of the Letter Agreement.



11. Execution and Counterparts. The Letter Agreement may be executed in counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and all of
which together shall constitute one and the same instrument. The Letter Agreement shall become
binding when one or more counterparts hereof, individually or taken together, bearing the
signatures of both you and Broadcom’s representative are exchanged (including an exchange of
counterparts via confirmed facsimile transmission; provided, however, that if the initial exchange
of counterparts is via confirmed facsimile transmission, we shall also exchange signed originals as
soon thereafter as feasible).

Photographic copies of such signed counterparts may be used in lieu of the originals for any
purpose.




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12. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU
AND BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH YOUR
EMPLOYMENT, THE LETTER AGREEMENT, THE BENEFITS PROVIDED UNDER THE CHANGE IN CONTROL SEVERANCE
PROGRAM OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT, THE LETTER
AGREEMENT OR THE CHANGE IN CONTROL SEVERANCE PROGRAM SHALL BE SETTLED EXCLUSIVELY BY BINDING
ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE MOST RECENTLY BEEN) EMPLOYED BY
BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION . THIS AGREEMENT TO
ARBITRATE ALSO INCLUDES ALL CLAIMS EITHER PARTY MAY ASSERT FOR VIOLATION OF ANY STATUTE,
REGULATION, ORDINANCE, CONSTITUTION OR COMMON LAW. 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,
EXPENSES AND REASONABLE ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND
COSTS UNIQUE IN ARBITRATION SHALL IN ALL EVENTS BE PAID BY BROADCOM. 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.




Initials                    




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APPENDIX II – CHANGE IN CONTROL SEVERANCE BENEFIT PROGRAM




          This Appendix II sets forth terms and conditions of a Change in Control Severance Benefit
Program (the “Program”) which is part of the offer of employment made by Broadcom to Arthur Chong.
This Appendix II is to be construed in conjunction with, and is made a part of, the Letter
Agreement offering employment with Broadcom. Capitalized terms not defined in this Appendix II
shall have the meanings defined elsewhere in the Letter Agreement. The initial term of the Change
in Control Severance Benefit Program (the “Term”) shall commence on the Start Date and continue
until August 19, 2009. On August 19 of each succeeding calendar year, the Term shall, without any
action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional
year unless, before any such automatic renewal date, the Compensation Committee, by a majority
vote, expressly determines that the automatic extension for such year shall not apply.




          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment
with or without “Cause” or in the event of your “Disability.” You may terminate your employment
with or without “Good Reason,” and your employment will automatically terminate upon your death.
Any termination of your employment by Broadcom or you during the Term (or, if it extends beyond the
Term, during the first twenty-four (24) months following a Change in Control that occurs during the
Term) shall be communicated by a “Notice of Termination.”




          If a Change in Control is effected during the Term and within twenty-four (24) months after
the effective date of that Change in Control:




          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or




          (ii) you terminate your employment for Good Reason,




          Broadcom shall make the payments and provide the benefits described below, provided you were
employed on a full-time basis by Broadcom immediately prior to such termination and, with respect
to certain of those benefits, there is compliance with each of the following requirements (the
“Severance Benefit Requirements”):




          (i) you deliver the general release required under Section 25 (the “Required Release”) within
the applicable time period following your Date of Termination,




          (ii) the Required Release becomes effective in accordance with applicable law following the
expiration of any applicable revocation period,




          (iii) you comply with each of the restrictive covenants set forth in Section (9), and




          (iv) you are and continue to remain in material compliance with your obligations to Broadcom
under your Confidentiality and Invention Assignment Agreement.




          The payments and benefits to which you will become entitled if all the Severance Benefits
Requirements are satisfied are as follows:




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     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in
an amount equal to two (2) times the sum of (A) your annual rate of base salary (using your
then current rate or, if you terminate your employment for Good Reason pursuant Section 16
due to an excessive reduction in your base salary, then your rate of base salary immediately
before such reduction) and (B) the average of your actual annual bonuses for the three
calendar years (or such fewer number of calendar years of employment with Broadcom)
immediately preceding the calendar year in which such termination of employment occurs.
Such Cash Severance shall be payable over a twenty-four (24)-month period in successive
equal bi-weekly or semi-monthly installments in accordance with the payment schedule in
effect for your Base Salary on your Date of Termination. Subject to the deferral provisions
of Section (8) below, the Cash Severance payments will begin on the first regular pay day,
within the sixty (60) day period measured from the date of your Separation from Service, on
which your Required Release is effective following the expiration of all applicable
revocation periods, but in no event shall such initial payment be made later than the last
business day of such sixty (60)-day period on which the Required Release is so effective.
The installment payments shall cease once you have received the full amount of your Cash
Severance. The installment payments shall be treated as series of separate payments for
purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Code.
However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing
provisions of this Section (1) shall be subject to reduction in accordance with Section (9)
in the event you breach your restrictive covenants under Section (9).




     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms
of any stock option or other equity award agreement or plan, any options to purchase shares
of Broadcom’s common stock or any restricted stock units or other equity awards granted to
you by Broadcom, that are outstanding on your Date of Termination and not otherwise fully
vested shall be subject to accelerated vesting in accordance with the following provisions:




     (i) On the date your timely executed and delivered Required Release becomes effective
following the expiration of any applicable revocation period (the “Release Condition”), you
will receive twenty-four (24) months of service vesting credit under each of your
outstanding stock options, restricted stock units and other equity awards.




     (ii) The portion of each of your outstanding stock options, restricted stock units and
other equity awards that remains unvested after your satisfaction of the Release Condition
will vest in a series of twenty-four (24) successive equal monthly installments over the
twenty-four (24)-month period measured from your Date of Termination (the “Additional
Monthly Vesting”), provided that during each successive month within that twenty-four
(24)-month period (x) you must comply with all of your obligations under your
Confidentiality and Invention Assignment Agreement with Broadcom that survive the
termination of your employment with Broadcom and (y) you must comply with the restrictive
covenants set forth in Section (9). In the event that you violate the Confidentiality and
Invention Assignment Agreement or engage in any of the activities precluded by the
restrictive covenants set forth in Section (9), you shall not be entitled to any Additional
Monthly Vesting for and after the month in which such violation or activity (as the case may
be) occurs.




     In addition, the period for exercising each option that accelerates in accordance with
subparagraph (i) or (ii) above shall be extended from the limited post-termination period
otherwise provided in the applicable stock option agreement



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until the earlier of (A) the end of the twenty-four (24)-month period measured from
your Date of Termination or (if later) the end of the one-month period measured from each
installment vesting date of that option in accordance herewith or (B) the applicable
expiration date of the maximum ten (10)-year or shorter option term. Upon your satisfaction
of the Release Condition, the limited post-termination exercise period for any other options
granted to you by Broadcom and outstanding on your Date of Termination shall also be
extended in the same manner and to the same extent as your accelerated options.




     The shares of Broadcom Class A common stock underlying any restricted stock unit award
that vests on an accelerated or Additional Monthly Vesting basis in accordance with this
Section (2) shall be issued as follows: The shares subject to that award that vest upon the
satisfaction of the Release Condition shall be issued within the sixty (60) day period
measured from the date of your Separation from Service, but in no event later than the next
regularly-scheduled share issuance date for that restricted stock unit award (currently, the
5th day of February, May, August and November each year) following the date of your
Separation from Service on which your Required Release is effective, unless subject to
further deferral pursuant to the provisions of Section (8) below the (“Initial Issuance
Date”), and each remaining share subject to such restricted stock unit award shall be issued
on the next regularly-scheduled share issuance date for that restricted stock unit award
(currently, the 5th day of February, May, August and November each year) following the
prescribed vesting date for that share in accordance with this Section (2), but in no event
earlier than the Initial Issuance Date.




     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the
following special payments shall be made to you to allow you to obtain health care, life
insurance and disability insurance coverage following your Date of Termination:




          A. Provided you and your spouse and eligible dependents elect to continue medical care
coverage under Broadcom’s group health care plans pursuant to the applicable COBRA
provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”)
to you in an amount equal to thirty-six (36) times the amount by which (i) the monthly cost
payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for
yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at
the level in effect for each of you on such Date of Termination exceeds (ii) the monthly
amount payable at such time by a similarly-situated executive whose employment with Broadcom
has not terminated to obtain group health care coverage at the same level. Broadcom shall
pay the Lump Sum Health Care Payment to you on the earlier of (A) the first business day of
the first calendar month, within the sixty (60) day period measured from the date of your
Separation from Service, that is coincident with or next following the date on which your
Required Release is effective following the expiration of all applicable revocation periods
or (B) the last business day of such sixty (60) day period on which such Required Release is
so effective. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be
subject to the deferred payment provisions of Section (8) below, to the extent such payment
exceeds the applicable dollar amount under section 402(g)(1) of the Code for the year in
which your Separation from Service occurs.




          B. You shall also be entitled to an additional lump sum cash payment (the “Lump Sum
Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount
by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to
obtain post-employment



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continued coverage under Broadcom’s employee group term life insurance and disability
insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the
monthly amount payable at that time by a similarly-situated executive whose employment with
Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum
Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care
Benefit, provided, however, that the Lump Sum Insurance Benefit Payment shall be subject to
the deferred payment provisions of Section (8) below, to the extent such payment, when added
to the Lump Sum Health Care Payment, exceeds the applicable dollar amount under section
402(g)(1) of the Code for the year in which your Separation from Service occurs.




     (4) Additional Payments Broadcom shall, to the extent applicable, pay you the
following amounts, provided you satisfy the Release Condition:




          (i) any cash bonus that was not vested on your Date of Termination because a
requirement of continued employment had not yet been satisfied by you, but with respect to
which the applicable performance goal or goals had been fully attained as of your Date of
Termination (for the avoidance of doubt, a bonus shall be payable under this clause (i) only
to the extent that any performance criteria with respect to such bonus had been satisfied
during the applicable performance period), and




          (ii) provided you were employed for the entire plan year immediately preceding your
Date of Termination and discretionary bonuses are payable for that plan year to
similarly-situated Broadcom executives whose employment has not terminated, any
discretionary bonus the Compensation Committee may decide to award you for that plan year on
the basis of your individual performance and contributions during that plan year.




     Any bonus payments to which you become entitled under clause (i) of this Section (4)
shall be paid to you at the same time you are paid your first Cash Severance installment
under Section (1), after taking into account any required deferral under Section (8), and
any bonus payment to which you may become entitled under clause (ii) of this Section (4)
shall also be paid to you at the same time or (if later) the tenth business day following
the date the Compensation Committee awards you such discretionary bonus.




     The amounts set forth in Sections (5) and (6) below shall be referred to collectively
as the “Accrued Obligations” and shall not be subject to your delivery of the Required
Release or your compliance with the restrictive covenants set forth in Section (9).




     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom
shall pay you (i) any earned but unpaid base salary through that date based on the rate in
effect at the time the Notice of Termination is given, (ii) any unreimbursed business
expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested
(i.e., for which the applicable performance period and any service requirements for vesting
had been fully completed) on or before the Date of Termination, but which had not been paid
as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable
only to the extent the applicable performance criteria had been satisfied during the
applicable performance period). However, any vested amounts deferred by you under one or
more Broadcom non-qualified deferred compensation programs or arrangements subject to
Section 409A that remain unpaid on your Date of Termination shall be paid at such



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time and in such manner as set forth in each applicable plan or agreement governing the
payment of those deferred amounts, subject, however, to the deferred payment provisions of
Section (8) below.




     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of
Termination, pay you an amount equal to your accrued but unpaid vacation pay (based on your
then-current rate of base salary). Any vested amounts deferred by you under one or more
Broadcom non-qualified deferred compensation programs subject to Section 409A that remain
unpaid on your Date of Termination shall be paid at such time and in such manner as set
forth in each applicable plan or agreement governing the payment of those deferred amounts,
subject, however, to the deferred payment provisions of Section (8) below. Any other vested
amounts owed to you under any other compensation plans or programs will be paid to you in
accordance with the terms and provisions of each such applicable plan or program.




     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom
shall timely pay or provide to you any other amounts or benefits required to be paid or
provided or that you are eligible to receive under any plan, program, policy, practice,
contract, agreement, etc. of Broadcom and its affiliated companies, including (without
limitation) any benefits payable to you under a plan, policy, practice, contract or
agreement referred to in Section 24 (all such other amounts and benefits being hereinafter
referred to as “Other Benefits”), in accordance with the terms of such plan, program,
policy, practice, contract or agreement. However, the payment of such Other Benefits shall
be subject to any applicable deferral period under Section (8) below to the extent such
benefits constitute items of deferred compensation subject to Section 409A.




          Notwithstanding the foregoing provisions of this Section (7), in no event shall you be
allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as
amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination
or to receive any substitute benefits hereunder in replacement of those particular benefits,
but you shall be entitled to the full value of any benefits accrued under such plans prior
to your Date of Termination.




     (8) Delay in Payment for Certain Specified Employees. The following special
provisions shall govern the commencement date of certain payments and benefits to which you
may become entitled under the Program:




          A. Notwithstanding any provision in this Appendix II to the contrary other than Section
(8)B below, no payment or benefit under the Program that constitutes an item of deferred
compensation under Section 409A and becomes payable in connection with your termination of
employment will be made to you prior to the earlier of (i) the first day of the seventh
(7th) month following the date of your Separation from Service or (ii) the date of your
death, if you are deemed to be a Specified Employee at the time of such Separation from
Service and such delayed commencement is otherwise required to avoid a prohibited
distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall
immediately upon your Separation from Service be deposited by Broadcom into a grantor trust
that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve
as the funding source for Broadcom to satisfy its obligations to you with respect to the
heldback amounts upon the expiration of the required deferral period, provided, however,
that the funds deposited into such trust shall at all times remain subject to the claims of
Broadcom’s creditors and shall be maintained and located at all times in the United States.
Upon the expiration of the applicable deferral period, all payments and benefits deferred
pursuant to this Section (8)A (whether they



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would have otherwise been payable in a single sum or in installments in the absence of
such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust
or by Broadcom directly, on the first day of the seventh (7th) month after the date of your
Separation from Service or, if earlier, the first day of the month immediately following the
date Broadcom receives proof of your death. Any remaining payments due under the Program
will be paid in accordance with the normal payment dates specified herein.




          B. The portion of your Lump Sum Health Care Payment that is not in excess of the
applicable dollar amount in effect under Section 402(g)(1)(B) of the Code for the calendar
year in which your Separation form Service occurs shall not be subject to the Section (8)A
deferred payment requirement. If the Lump Sum Health Care Benefit does not exceed such
dollar amount, then the deferred payment provisions of Section (8)A shall not be applicable
to the Lump Sum Insurance Benefit Payment to the extent the dollar amount of that payment,
when added to the Lump Sum Health Care Payment, does not exceed the applicable dollar amount
in effect under Section 402(g)(1)(B) of the Code for the calendar year in which your
Separation form Service occurs.




          C. It is the intent of the parties that the provisions of this Appendix II comply with
all applicable requirements of Section 409A. Accordingly, to the extent there is any
ambiguity as to whether one or more provisions of this Appendix II would otherwise
contravene the applicable requirements or limitations of Section 409A, then those provisions
shall be interpreted and applied in a manner that does not result in a violation of the
applicable requirements or limitations of Section 409A and the applicable Treasury
Regulations thereunder.




     (9) Restrictive Covenants. You hereby acknowledge that your right and
entitlement to the severance benefits specified in Sections (1), (2)(ii) and (10) of this
Appendix II are, in addition to your satisfaction of the Release Condition, also subject to
your compliance with each of the following covenants during the two (2) year period measured
from your Date of Termination, and those enumerated severance benefits will immediately
cease or be subject to reduction in accordance herewith should you breach any of the
following covenants:




     A. You shall not directly or indirectly encourage or solicit any employee,
consultant or independent contractor to leave the employ or service of Broadcom (or
any affiliated company) for any reason or interfere in any other manner with any
employment or service relationships at the time existing between Broadcom (or any
affiliated company) and its employees, consultants and independent contractors.




     B. You shall not directly or indirectly solicit or otherwise induce any vendor,
supplier, licensor, licensee or other business affiliate of Broadcom (or any
affiliated company) to terminate its existing business relationship with Broadcom (or
affiliated company) or interfere in any other manner with any existing business
relationship between Broadcom (or any affiliated company) and any such vendor,
supplier, licensor, licensee or other business affiliate.




     C. You shall not, whether on your own or as an employee, consultant, partner,
principal, agent, representative, equity holder or in any other capacity, directly or
indirectly render, anywhere in the United States, services of any kind or provide any
advice or assistance to any business, enterprise or other entity that is engaged in
any line of business that competes with one or more of the lines of business that
were conducted by Broadcom during the Term of your employment or that are first
conducted after your



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Date of Termination but which you were aware were under serious consideration by
Broadcom prior to your Date of Termination, except that you make a passive investment
representing an interest of less than one percent (1%) of an outstanding class of
publicly-traded securities of any corporation or other enterprise.




     D. You shall not, directly or indirectly, make any adverse, derogatory or
disparaging statements, whether orally or in writing, to any person or entity
regarding (i) Broadcom, any members of the Board of Directors or any officers,
members of management or shareholders of Broadcom or (ii) any practices, procedures
or business operations of Broadcom (or any affiliated company).




     Should you breach any of the restrictive covenants set forth in this Section (9), then
you shall immediately cease to be entitled to any Gross-Up Payment under Section 10 below or
any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) one
(1) times the sum of (A) your annual rate of base salary (using your then current rate or,
if you terminate your employment for Good Reason pursuant to Section 16 due to an excessive
reduction in your base salary, then your rate of base salary immediately before such
reduction) and (B) the average of your actual annual bonuses for the three calendar years
(or such fewer number of calendar years of employment with Broadcom) immediately preceding
the calendar year in which such termination of employment occurs (which minimum amount
represents partial consideration for your satisfaction of the Release Consideration) or (ii)
the actual Cash Severance Payments you have received through the date of such breach. In
addition, all Additional Monthly Vesting of any stock options, restricted stock units, other
equity awards or unvested share issuances outstanding at the time of such breach shall cease
as of the month in which such breach occurs, and no further Additional Monthly Vesting
shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary
damages for any additional economic loss caused by your breach and may, to the maximum
extent allowable under applicable law, seek equitable relief in the form of an injunction
precluding you from continuing such breach.




     (10) Tax Gross-Up Payment.




     A. In the event that (i) any payments or benefits to which you become entitled in
accordance with the provisions of this Appendix II or any other agreement with Broadcom
constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute
Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest
or penalties related to such excise tax (with such excise tax and related interest and
penalties to be collectively referred to as the “Excise Tax”) and (ii) it is determined by
an independent registered public accounting firm selected by Broadcom from among the largest
four accounting firms in the United States (the “Accounting Firm”) that the Present Value
(measured as of effective date of the Change in Control) of your aggregate Parachute Payment
exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you
will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in
a dollar amount such that after your payment of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax imposed upon the
Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your
aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any
Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements
set forth above.



-16-









 






     For purposes of determining your eligibility for such Gross-Up Payment, the following
definitions will be in effect:




     “Present Value” means the value, determined as of the date of the Change in Control, of
each payment or benefit in the nature of compensation to which you become entitled in
connection with the Change in Control or your subsequent termination of employment with
Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or
benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4),
utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable
Federal rate in effect at the time of such determination, compounded semi-annually to the
effective date of the Change in Control.




     “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the
average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer
number of calendar years) completed immediately prior to the calendar year in which the
Change in Control is effected.




     Should the aggregate Present Value (measured as of the Change in Control) of your
aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible
Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and
benefits under this Appendix II shall instead be subject to reduction in accordance with the
benefit limitation provisions of Section (11).




     B. All determinations as to whether any of the payments or benefits to which you become
entitled in accordance with the provisions of this Appendix II or any other agreement with
Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect
to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts
relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm.
Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”),
together with detailed supporting calculations regarding the amount of the Excise Tax, any
required Gross-Up Payment and any other relevant matter, within thirty (30) days after the
date of your Separation from Service. In making the Gross-Up Determination, the Accounting
Firm shall make a reasonable determination of the value of the restrictive covenants to
which you will be subject under Section 9, and the amount of your potential Parachute
Payment shall accordingly be reduced by the value of those restrictive covenants to the
extent consistent with Code Section 280G and the Treasury Regulations thereunder. The
Gross-Up Determination made by the Accounting Firm will be binding upon both you and
Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up
Determination shall be paid to you or on your behalf within ten (10) business days after the
completion of such Determination or (if later) at the time the related Excise Tax is
remitted to the appropriate tax authorities.




     C. In the event that your actual Excise Tax liability is determined by a Final
Determination to be greater than the Excise Tax liability taken into account for purposes of
any Gross-Up Payment or Payments initially made to you pursuant to the provisions of
Section (10)B, then within thirty (30) days following that Final Determination, you shall
notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30)
days thereafter, make a new Excise Tax calculation based upon that Final Determination and
provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up
Payment attributable to that excess Excise Tax liability. Broadcom shall make the
supplemental Gross-Up



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payment to you within ten (10) business days following the completion of the applicable
calculations or (if later) at the time such excess tax liability is remitted to the
appropriate tax authorities. In the event that your actual Excise Tax liability is
determined by a Final Determination to be less than the Excise Tax liability taken into
account for purposes of any Gross-Up Payment initially made to you pursuant to the
provisions of Section (10)B, then you shall refund to Broadcom, promptly upon receipt (but
in no event later than ten (10) business days after such receipt), any federal or state tax
refund attributable to the Excise Tax overpayment. For purposes of this Section (10)C, a
“Final Determination” means an audit adjustment by the Internal Revenue Service that is
either (i) agreed to by both you and Broadcom or (ii) sustained by a court of competent
jurisdiction in a decision with which both you and Broadcom concur or with respect to which
the period within which an appeal may be filed has lapsed without a notice of appeal being
filed.




     D. Should the Accounting Firm determine that any Gross-Up Payment made to you was in
fact more than the amount actually required to be paid to you in accordance with the
provisions of Section (10)B, then you will, at the direction and expense of Broadcom,
take such steps as are reasonably necessary (including the filing of returns and claims for
refund), follow reasonable instructions from, and procedures established by, Broadcom, and
otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore,
should Broadcom decide to contest any assessment by the Internal Revenue Service of an
Excise Tax on one or more payments or benefits provided you under this Appendix II or
otherwise, you will comply with all reasonable actions requested by Broadcom in connection
with such proceedings, but shall not be required to incur any out-of-pocket costs in so
doing.




     E. Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due
you under this Section (10) shall be subject to the hold-back provisions of Section (8). In
addition, no Gross-Up Payment shall be made later than the end of the calendar year
following the calendar year in which the related taxes are remitted to the appropriate tax
authorities or such other specified time or schedule that may be permitted under
Section 409A of the Code. To the extent you become entitled to any reimbursement of
expenses incurred at the direction of Broadcom in connection with any tax audit or
litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be
paid to you no later than the later of (i) the close of the calendar year in which the
Excise Tax that is the subject of such audit or litigation is paid by you or (ii) the end of
the sixty (60)-day period measured from such payment date. If no Excise Tax liability is
found to be due as a result of such audit or litigation, the reimbursement shall be paid to
you no later than the later of (i) the close of the calendar year in which the audit is
completed or there is a final and non-appealable settlement or other resolution of the
litigation or (ii) the end of the sixty (60)-day period measured from the date the audit is
completed or the date the litigation is so settled or resolved.



          (11) Benefit Limitation. The provisions of this Section 11 shall be applicable in the
event (i) any payments or benefits to which you become entitled in accordance with the provisions
of this Appendix II or any other agreement with Broadcom would otherwise constitute a Parachute
Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the
Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute
Payment does no exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or
you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with
your restrictive covenants under Section (9) or any other of your Severance Benefit Requirements.




-18-









 








          In such event, those payments and benefits will be subject to reduction to the extent
necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or
(ii) the amount which yields you the greatest after-tax amount of benefits after taking into
account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided
to you under this Appendix II (or on any other benefits to which you may be entitled in connection
with a change in control or ownership of Broadcom or the subsequent termination of your employment
with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash
Severance under Section (1) of this Appendix II will be reduced first, with such reduction to be
effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and
Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other
equity awards that are to vest on an accelerated basis pursuant to Section (2) of this Appendix II
shall be reduced (based on the value of the parachute payment resulting from such acceleration) in
the same chronological order in which awarded, and finally your remaining benefits will be reduced
in a manner that not result in any impermissible deferral or acceleration of benefits under Section
409A.




          Notwithstanding the foregoing, in determining whether the benefit limitation of this Section
(11) is exceeded, the Accounting Firm shall make a reasonable determination of the value of the
restrictive covenants to which you will be subject under Section (9) of this Appendix II, and the
amount of your potential Parachute Payment shall accordingly be reduced by the value of those
restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations
thereunder.




     (12) Other Terminations. If your employment is terminated during the Term for Cause
or by reason of your death or Disability, or you terminate your employment during the Term without
Good Reason, your participation in the Program shall terminate without any further obligations of
Broadcom to you or your legal representatives under the Program, other than for timely payment of
the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you
are entitled. However, in the event your employment is terminated during the Term by reason of
your death or Disability, then (i) Broadcom shall also timely pay any bonuses to which you are
entitled in accordance with Section (4) above to you or your legal representative, subject to any
required holdback under Section (8) and, (ii) notwithstanding any less favorable terms in any stock
option or other equity award agreement or plan or this Program, any unvested portion of any stock
options, restricted stock units or other equity awards granted to you by Broadcom shall immediately
vest in full on your Date of Termination and remain exercisable by you or your legal representative
for 12 months after the Date of Termination. The shares of Broadcom Class A common stock subject
to any restricted stock unit award that vests on an accelerated basis in accordance with the
foregoing shall be issued within the sixty (60) day period measured from the date of your
Separation from Service due to your death or Disability, but in no event later than the next
regularly-scheduled share issuance date for that restricted stock unit award date (currently, the
5th day of February, May, August and November each year) following the date of your Separation from
Service, unless subject to further deferral pursuant to the provisions of Section (8) above.



     (13) The provisions of this Appendix II apply only (i) in the event of a Change of Control
followed by a subsequent termination of your employment by Broadcom without Cause or by you for
Good Reason or (ii) in the event of your death or Disability. In all other events where your
employment is terminated, Broadcom’s normal severance policies will apply.



-19-









 





     (14). Change of Control. For purposes of the Program, a “Change of Control” shall
mean a change in ownership or control of Broadcom effected through any of the following
transactions:



          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities
representing more than fifty percent (50%) of the total combined voting power of the outstanding
securities of the successor corporation are immediately after such transaction, beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned Broadcom’s outstanding voting securities immediately prior to such transaction,




          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of
Broadcom’s assets,




          (iii) the closing of any transaction or series of related transactions pursuant to which any
person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of
Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that,
prior to such transaction or series of related transactions, directly or indirectly controls, is
controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as
a result of a single acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for
securities possessing) more than fifty percent (50%) of the total combined voting power of
Broadcom’s securities (as measured in terms of the power to vote with respect to the election of
Board members) outstanding immediately after the consummation of such transaction or series of
related transactions, whether the transaction involve a direct issuance from Broadcom or the
acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or




          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the Board members described
in clause (A) who were still in office at the time the Board approved such election or nomination.




     (15). Cause. Broadcom may terminate your employment with or without Cause. For
purposes of the Program, “Cause” shall mean the reasonable and good faith determination by a
majority of the Board that any of the following events or contingencies exists or has occurred:




     (i) You materially breached a fiduciary duty to Broadcom, materially breached a
material term of the Confidentiality and Invention Assignment Agreement between you
and Broadcom or materially breached any material provision or policy set forth in
Broadcom’s Code of Ethics and Corporate Conduct;




     (ii) You are convicted of a felony or misdemeanor that involves fraud,
dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or
plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;



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     (iii) You engage in any act, or there is any omission on your part, that
constitutes fraud, material negligence or material misconduct in connection with
your employment by Broadcom, including (but not limited to) a material violation of
applicable material state or federal securities laws. Notwithstanding the
foregoing, an isolated or occasional failure to file or late filing of a report
required under 1934 Act shall not be deemed a material violation for purposes of
this Section 15(iii). Furthermore, with respect to filing reports or certifications
you are required to provide under the 1934 Act, with respect to a transaction’s
compliance with the requirements of Rule 144 under the Securities Act of 1933, as
amended or with respect to the implementation of your 10b5-1 Plan, you shall not
have committed a material violation for purposes of this Section 15(iii) if the
violation occurred because you relied in good faith on a certification or
certifications provided by Broadcom or an authorized employee or agent of Broadcom,
unless you knew or should have known after reasonable diligence that such
certification was inaccurate, or upon the processes or actions of the securities
brokerage firm handling your transactions in Broadcom equities provided that you
have used a nationally recognized securities brokerage firm with substantial prior
experience in and established regular procedures for handling option and equity
transactions by executive officers of public companies in the United States; or;




     (iv) You willfully and knowingly participate in the preparation or release of
false or materially misleading financial statements relating to Broadcom’s
operations and financial condition or you willfully and knowingly submit any false
or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or
any securities exchange on which shares of Broadcom’s Class A common stock are at
the time listed for trading.



     The foregoing shall constitute an exclusive list of the events or contingencies that may
constitute Cause under the Program.



     No termination that is based exclusively upon your commission or alleged commission of act(s)
or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder
unless you have been afforded notice of the alleged acts or omissions and have failed to cure such
acts or omissions within thirty (30) days after receipt of such notice.



     If, following the receipt of a Notice of Termination stating that your termination is for
Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board
within three business (3) days after receipt of such Notice of Termination, request that your Date
of Termination be delayed to permit you to appeal the Board’s determination that Cause for such
termination existed. If you so request, you will be placed on administrative leave for a period
determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity
to request that the Board reconsider its decision concerning your termination. If the Board or an
appropriate committee thereof has not previously provided you with an opportunity to be heard in
person concerning the reasons for termination stated in the Notice of Termination, the Board will
endeavor in good faith to provide you with such an opportunity during such period of administrative
leave. It is understood and agreed that any change in your employment status that occurs in
connection with or as a result of such an administrative leave shall not constitute Good Reason.
The Board may, as a result of such a request for reconsideration, reinstate your employment, revise
the original Notice of Termination, or affirm the original Notice of Termination. If the Board
affirms the original Notice of Termination or the period of administrative leave ends before the
Board takes action, the Date of Termination shall be



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the date specified in the original Notice of Termination. If the Board reinstates your
employment or revises the original Notice of Termination, then the original Notice of Termination
shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.




     (16). Good Reason. You may terminate your employment for Good Reason at any time
within the twenty-four (24)-month period measured from the effective date of a Change in Control
that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:




     (i) except as you may otherwise agree in writing, a change in your position
(including status, offices, titles and reporting requirements) with Broadcom that
materially reduces your authority, duties or responsibilities as in effect on the
date of the Letter Agreement, or any other action by Broadcom that results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial or inadvertent action not
taken in bad faith and that is remedied by Broadcom reasonably promptly after
Broadcom receives your notice thereof;




     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base
salary as in effect on the date of the Letter Agreement or as the same may be
increased from time-to-time during the Term;




     (iii) any action by Broadcom (including the elimination of benefit plans
without providing substitutes therefor or the reduction of your benefit thereunder)
that would materially diminish the aggregate value of your bonuses and other cash
incentive awards from the levels in effect on the date of the Letter Agreement by
more than fifteen percent (15%) in the aggregate; provided, however, that (i) a
reduction in your bonuses or cash incentive awards that is part of a broad-based
reduction in corresponding bonuses or awards for management employees and pursuant
to which your bonuses or awards s are not reduced by a greater percentage than the
reductions applicable to other management employees and (ii) a reduction in your
bonuses and other cash incentive awards occurring as a result of your failure or
Broadcom’s failure to satisfy performance criteria applicable to such bonuses or
awards shall not constitute Good Reason;




     (iv) Broadcom’s requiring you to be based at any office or other business
location that increases the distance from your home to such office or location by
more than fifty (50) miles from the distance in effect on the date of the Letter
Agreement;




     (v) any purported termination by Broadcom of your employment other than
pursuant to a Notice of Termination (for avoidance of doubt, the delivery or
contents of a Notice of Termination that is revised or voided under the procedure
provided in the definition of Cause above shall not constitute Good Reason); or




     (vi) any failure by Broadcom to comply with and satisfy Section 26 of this
Appendix after receipt of written notice from you of such failure and a reasonable
cure period of not less than thirty (30) days.



     The foregoing shall constitute an exclusive list of the events or contingencies that may
constitute Good Reason under the Program.



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     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that
causes Broadcom to fail to comply with Sections 16(ii) or 16(iii) and that is cured within ten (10)
days of your notifying Broadcom of such action or inaction shall not constitute Good Reason.
Furthermore, no act, occurrence or condition set forth in this Section 16 shall constitute Good
Reason if you consent in writing to such act, occurrence or condition, whether such consent is
delivered before or after the act, occurrence or condition comes to pass.



     (17). Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time.



     (18). Death. Your employment shall terminate automatically upon your death.



     (19). Disability. If your Disability occurs during the Term and no reasonable
accommodation is available to permit you to continue to perform the essential duties and
responsibilities of your position, Broadcom may give you written notice of its intention to
terminate your employment. In such event, your employment with Broadcom shall terminate effective
on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume
the performance of your duties within thirty (30) days after receipt of such notice. For purposes
of the Program, “Disability” shall mean your absence from and inability to perform your duties with
Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of
incapacity due to mental or physical illness that is (i) determined to be total and permanent by
two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your
legal representative and (ii) entitles you to the payment of long-term disability benefits from
Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.



     (20). Notice of Termination. For purposes of the Program, a “Notice of Termination”
means a written notice that (i) indicates the specific termination provision relied upon for the
termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of your employment under the
provision so indicated and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date (with such date to be not more than
thirty (30) days after the giving of such notice). The basis for termination set forth in any
Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the
party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such
termination existed.



     (21). Date of Termination. “Date of Termination” means (i) if your employment is
terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt
of the Notice of Termination or any later date specified therein (subject to the limitations set
forth above in the definition of Notice of Termination), as the case may be, and (ii) if your
employment is terminated by reason of death or Disability, the Date of Termination shall be the
date of your death or the Disability Effective Date, as the case may be.



     (22). Separation from Service. For purposes of the Program, “Separation from Service”
means the cessation of your Employee status and shall be deemed to occur at such time as the level
of the bona fide services you are to perform in Employee status (or as a consultant or other
independent contractor) permanently decreases to a level that is not more than twenty percent (20%)
of the average level of services you rendered in Employee status during the immediately preceding
thirty-six (36) months (or such shorter period for which you may have rendered such service). Any
such determination as to Separation from Service, however, shall be made in accordance with the
applicable



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standards of the Treasury Regulations issued under Section 409A. In addition to the
foregoing, a Separation from Service will not be deemed to have occurred while you are on a sick
leave or other bona fide leave of absence if the period of such leave does not exceed six (6)
months or any longer period for which you are provided with a right to reemployment with Broadcom
by either statute or contract, provided, however, that in the event of a leave of absence due to
any medically determinable physical or mental impairment that can be expected to result in death or
to last for a continuous period of not less than six (6) months and that causes you to be unable to
perform your duties as an Employee, no Separation from Service shall be deemed to occur during the
first twenty-nine (29) months of such leave. If the period of leave exceeds six (6) months (or
twenty-nine (29) months in the event of disability as indicated above) and you are not provided
with a right to reemployment by either statute or contract, then you will be deemed to have
Separated from Service on the first day immediately following the expiration of the applicable six
(6)-month or twenty-nine (29)-month period.




          For purposes of determining whether a Separation from Service has occurred, you will be deemed
to continue in “Employee” status for so long as you remain in the employ of one or more members of
the Employer Group, subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance.




          “Employer Group” means Broadcom and any other corporation or business controlled by,
controlling or under common control with, Broadcom, as determined in accordance with Sections
414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying
Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations
under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80
percent” each place the latter phrase appears in such sections, and in applying Section 1.414(c)-2
of the Treasury Regulations for purposes of determining trades or businesses that are under common
control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of
“at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury
Regulations.




     (23). Specified Employee. For purposes of the Program, “Specified Employee” means a
“key employee” (within the meaning of that term under Code Section 416(i)). Accordingly, you will
be deemed to be a Specified Employee if you are, as of the last day of any calendar year:




          (i) an officer of Broadcom whose annual compensation from Broadcom and any
other members of the Employer Group is in the aggregate greater than the
compensation limit in Section 416(i)(1)(A)(i) of the Code, provided that no more
than fifty (50) officers of Broadcom shall be determined to be Specified Employees
as of the relevant determination date;




          (ii) a five percent (5%) owner of Broadcom or any other member of the Employer
Group; or




          (iii) a one percent (1%) owner of Broadcom or any other member of the Employer
Group whose annual compensation from Broadcom and any other members of the Employer
Group is in the aggregate more than $150,000.



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     The Specified Employees shall be determined as of the last day of each calendar year. If you
are determined to be a Specified Employee on any such date, you will
be considered a Specified Employee for purposes of the Program during the period beginning on the
April 1 of the following year and ending on the March 31 of the next year thereafter.



          For purposes of determining an officer’s compensation when identifying Specified Employees,
compensation is defined in accordance with Treas. Reg. §1.415(c)–2(a), without applying any safe
harbor, special timing or other special rules described in Treas. Reg. §§ 1.415(c)–2(d), 2(e) and
2(g).




     (24). Non-exclusivity of Rights. Nothing in the Program shall prevent or limit your
continuing or future participation in any plan, program, policy or practice provided by Broadcom or
any other member of the Employer Group during your period of employment with Broadcom and for which
you may qualify, nor, subject to Section 15 of this Appendix II, shall anything herein limit or
otherwise affect such rights as you may have under any contract or agreement with Broadcom or any
other member of the Employer Group. Amounts that are vested benefits or that you are otherwise
entitled to receive under any plan, policy, practice or program of or any contract or agreement
with Broadcom or any other member of the Employer Group on or subsequent to your Date of
Termination shall be payable in accordance with such plan, policy, practice or program or contract
or agreement, except as explicitly modified by this Appendix II.



     (25). Full Settlement.



          (a) Except as specifically set forth in this Appendix II, Broadcom’s obligation to make the
payments provided for in the Program and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that
Broadcom may have against you or others, except only for any advances made to you or for taxes that
Broadcom is required to withhold by law. In no event shall you be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to you under any of
the provisions of the Program, and such amounts shall not be reduced whether or not you obtain
other employment.




          (b) You will not become eligible to receive any of the payments and benefits provided under
Sections 1, 2, 3 and 4 and Section 10 of the Program unless you execute and deliver to Broadcom,
within twenty one (21) days after your Date of Termination (or within forty-five (45) days after
such Date of Termination, to the extent such longer period is required under applicable law), a
general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases
Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may
have relating to your employment with Broadcom and the termination of that employment, other than
claims relating to any benefits to which you become entitled under the Program, and (ii) becomes
effective in accordance with applicable law upon the expiration of any applicable revocation
period.




     (26). Successors.



          (a) The Program is personal to you and shall not be assignable by you otherwise than by will
or the laws of descent and distribution. The Program shall inure to the benefit of and be
enforceable by your legal representatives.




          (b) The Program shall inure to the benefit of and be binding upon Broadcom and its successors
and assigns.




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          (c) Broadcom will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom
to assume expressly and agree to perform its obligations under the Program in the same manner and
to the same extent that Broadcom would be required to perform those obligations if no such
succession had taken place. As used in the Program, “Broadcom” shall include any successor to its
business and/or assets as aforesaid that assumes and agrees to perform the obligations created by
the Program by operation of law or otherwise.




     (27). Amendment. The Program may not be amended or modified with respect to you other
than by a written agreement executed by you and Broadcom or your and its respective successors and
legal representatives.



Initials                     





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