exv10w5w1



 


Exhibit 10.5.1




BROADCOM CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN- STOCK PURCHASE AGREEMENT

POST APRIL 1, 2003 ENTRY DATE INTO NOVEMBER 2002 OFFERING PERIOD



I hereby elect to participate in the 1998 Employee Stock Purchase Plan (the
“ESPP”) and hereby subscribe to purchase shares of Common Stock of Broadcom
Corporation (the “Corporation”) in accordance with the provisions of this
Agreement and the ESPP. I hereby authorize payroll deductions from each of my
paychecks following my entry into the offering period in the 1% multiple of my
eligible cash earnings (not to exceed a maximum of 15%) specified in my
attached Enrollment/Change Form.


Each offering period will be of a duration of 24 months or less and will be
divided into a series of consecutive purchase intervals. Those purchase
intervals will be of six months duration and begin on the first business day of
May and November each year during the offering period. My participation will
automatically remain in effect, in accordance with my most current payroll
deduction authorization, from one purchase interval to the next within the
offering period in which I join the ESPP and from one purchase interval to the
next within each subsequent offering period during the remaining term of the
ESPP, unless I withdraw from the ESPP or change the rate of my payroll
deduction or unless my employment status changes. I may reduce the rate of my
payroll deductions on one occasion per 6-month purchase interval, to become
effective with the filing of the change form, and I may increase my rate of
payroll deductions to become effective at the beginning of any subsequent
6-month purchase interval (May 1 or November 1). For offering periods
beginning on or after May 1, 2003, I may change my rate of payroll deductions
at any time, to become effective on the first pay day of the month following
the month in which I file my change request with the plan administrator, and
there will be no limit on the number of changes I may make per purchase
interval or per offering period.


My payroll deductions will be accumulated for the purchase of shares of the
Corporation’s Common Stock on the last business day of each purchase interval
within each offering period in which I participate. The purchase price per
share will be equal to 85% of the lower of (i) the fair market value per share
of Common Stock on my entry date into that offering period or (ii) the fair
market value per share on the purchase date. I will also be subject to ESPP
restrictions (i) limiting the maximum number of shares which I may purchase per
purchase interval and the maximum number of shares purchasable in the aggregate
by all participants on any one purchase date and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.


I may withdraw from the ESPP at any time prior to the last business day of a
purchase interval and elect either to have the Corporation refund all my
payroll deductions for that interval or to have such payroll deductions applied
to the purchase of Common Stock at the end of such interval. However, I may
not rejoin the ESPP until a new quarterly entry date (first business day in
February, May, August and November). Upon the termination of my employment for
any reason (including death or disability) or my loss of eligible employee
status, my participation in the ESPP will immediately cease and all my payroll
deductions for the purchase interval in which my employment terminates or my
loss of eligibility occurs will automatically be refunded. If I take an unpaid
leave of absence, my payroll deductions will immediately cease and any payroll
deductions for the purchase interval in which my leave begins will, at my
election, either be refunded or applied to the purchase of shares of Common
Stock at the end of that purchase interval. If I return to active service
within 90 days after the start of my leave, then my payroll deductions will at
that time automatically resume at the rate in effect for me when my leave
began.


The Corporation will issue a stock certificate for the shares purchased on my
behalf after the end of each purchase interval and the certificate will be
deposited directly in the Corporation-designated brokerage account established
on my behalf. I will notify the Corporation of any disposition of shares
purchased under the ESPP and I will satisfy all applicable income and
employment tax withholding requirements at the time of such disposition.


The Corporation has the right, exercisable in its sole discretion, to amend or
terminate the ESPP at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase interval. Should the Corporation elect to
terminate the ESPP, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement. I have received a copy of the Q&A Summary
identifying the major features of the ESPP. I have read this Agreement and the
Q&A Summary and hereby agree to be bound by the terms of both this Agreement
and the ESPP. The effectiveness of this Agreement is dependent upon my
eligibility to participate in the ESPP.



	 	 	 	 	 
	Date:	 	 	 	 
	 	 	


	 	

	 	 	 	 	Signature of Employee




	 	 	 	 	 	 	 
	Entry Date into Plan:	 	 	 	Printed Name:	 	 
	 	 	


	 	 	 	
















 



Post April 30, 2003 Offering Period


BROADCOM CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN — STOCK PURCHASE AGREEMENT



     I hereby elect to participate in the 1998 Employee Stock Purchase Plan
(the “ESPP”) and hereby subscribe to purchase shares of Common Stock of
Broadcom Corporation (the “Corporation”) in accordance with the provisions of
this Agreement and the ESPP. I hereby authorize payroll deductions from each
of my paychecks following my entry into the offering period in the 1% multiple
of my eligible cash earnings (not to exceed a maximum of 15%) specified in my
attached Enrollment/Change Form.


     Each offering period will be a duration of twenty-four months or less and
will be divided into a series of consecutive purchase intervals. Those
purchase intervals will be of six months duration and begin on the first
business day of May and November each year during the offering period. My
participation will automatically remain in effect, in accordance with my most
current payroll deduction authorization, from one purchase interval to the next
within the offering period in which I join the ESPP and from one purchase
interval to the next within each subsequent offering period during the
remaining term of the ESPP, unless I withdraw from the ESPP or change the rate
of my payroll deduction or unless my employment status changes. I may change
the rate of my payroll deductions at any time during the offering period, with
the change to become effective on the first pay day of the month following the
month in which I file my change request with the plan administrator, and there
will be no limit on the number of changes I may make per purchase interval or
per offering period.


     My payroll deductions will be accumulated for the purchase of shares of
the Corporation’s Common Stock on the last business day of each purchase
interval within each offering period in which I participate. The purchase
price per share will be equal to 85% of the lower of (i) the fair market value
per share of Common Stock on my entry date into the offering period or (ii) the
fair market value per share on the purchase date. I will also be subject to
ESPP restrictions (i) limiting the maximum number of shares which I may
purchase per purchase interval and the maximum number of shares purchasable in
the aggregate by all participants on any one purchase date and (ii) prohibiting
me from purchasing more than $25,000 worth of Common Stock for each calendar
year my purchase right remains outstanding.


     I may withdraw from the ESPP at any time prior to the last business day of
a purchase interval and elect either to have the Corporation refund all my
payroll deductions for that interval or to have such payroll deductions applied
to the purchase of Common Stock at the end of such interval. However, I may
not rejoin the ESPP until a new quarterly entry date (first business day in
February, May, August and November). Upon the termination of my employment for
any reason (including death or disability) or my loss of eligible employee
status, my participation in the ESPP will immediately cease and all my payroll
deductions for the purchase interval in which my employment terminates or my
loss of eligibility occurs will automatically be refunded.


     If I take an unpaid leave of absence, my payroll deductions will
immediately cease and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase interval. If I
return to active service within ninety days after the start of my leave, then
my payroll deductions will at that time automatically resume at the rate in
effect for me when my leave began.


     The Corporation will issue a stock certificate for the shares purchased on
my behalf after the end of each purchase interval and the certificate will be
deposited directly in the Corporation-designated brokerage account established
on my behalf. I will notify the Corporation of any disposition of shares
purchased under the ESPP and I will satisfy all applicable income and
employment tax withholding requirements at the time of such disposition.


     The Corporation has the right, exercisable in its sole discretion, to
amend or terminate the ESPP at any time, with such amendment or termination to
become effective immediately following the exercise of outstanding purchase
rights at the end of any current purchase interval. Should the Corporation
elect to terminate the ESPP, I will have no further rights to purchase shares
of Common Stock pursuant to this Agreement. I have received a copy of the Q&A
Summary identifying the major features of the ESPP. I have read this Agreement
and the Q&A Summary and hereby agree to be bound by the terms of both this
Agreement and the ESPP. The effectiveness of this Agreement is dependent upon
my eligibility to participate in the ESPP.



	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	 	,200	 	 	 	 	 
	 	 	


	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	Signature of Employee




	 	 	 	 	 	 	 	 	 	 	 
	Entry Date:	 	 	 	 	,200	 	 	 	 	 
	 	 	


	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	Printed Name















 




	 	 	 	 	 	 	 
	Return completed form to BRCM Shareholder Services in Irvine	 	
For Shareholder Services Use Only:
	 	Entered in EE	 	 
	 	 	 	 	 	 	

	If by fax to 949-450-1484 (original not required)	 	 	 	Faxed to Payroll (US)	 	 
	 	 	 	 	 	 	

	 	 	 	 	Faxed to Payroll (Intl)	 	 
	 	 	 	 	 	 	




BROADCOM CORPORATION

EMPLOYEE STOCK PURCHASE PLAN (“ESPP”) — ENROLLMENT / CHANGE FORM



SECTION 1: ACTIONS




	 	 	 	 	 
	 

	 	
New Enrollment
	 	Complete 2, 3, 7 and sign Stock Purchase Agreement
	 	 	
Re- Enrollment (May 1 or November 1 only)
	 	Complete 2, 3, 7 and sign Stock Purchase Agreement
	
	 	 	 	 
	 	 	
Payroll Deduction Change
	 	Complete 2, 4, 7
	
	 	 	 	 
	 	 	
Terminate Payroll Deductions
	 	Complete 2, 5, 7
	
	 	 	 	 
	 	 	
Leave of Absence
	 	Complete 2, 6, 7
	
	 	 	 	 



SECTION 2: PERSONNEL DATA (Please print)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	@broadcom.com
	

	Last Name (Surname)	 	
First Name
	 	Middle Initial
	 	Email
	 	 
	 	 	 	 	 	 	 	 	 
	

	Home Address	 	
Street
	 	 	 	Business Telephone	 	 
	 	 	 	 	 	 	 	 	 
	

	City	 	
State
	 	Country
	 	Zip Code	 	 




	 	 	 
	Social Security No. (U.S. Taxpayers only)	 	 
	 	 	






SECTION 3: NEW ENROLLMENT Deadline for receipt is on or before first business
day of February, May, August and, November.


Effective with the ESPP Enrollment Date:


First business day of February 200___, May 200___, August, 200___, November 200___;


Payroll Deduction Amount: ____% (write out % ___) of cash
earnings (must be a multiple of 1% up to a maximum of 15% of cash earnings).


SECTION 4: PAYROLL DEDUCTION CHANGE



Effective with the Pay Period Beginning ___/___/200___, I authorize the
following new level of payroll deductions: ____% (write out %____) of cash earnings (must be a multiple of 1% up to a maximum of
15% of cash earnings).


NOTE 4: You may reduce your rate of payroll deduction once per 6-month
purchase interval to become effective as soon as possible following the filing
of the change form. You may also increase your rate of payroll deduction to
become effective as of the start date of the next 6-month purchase interval
(May 1 or November 1 – due on or before these dates). Effective for offering
periods beginning on or after May 1, 2003, you may change your rate of payroll
deduction at any time to become effective on the first pay day of the month
following the month in which you file this change form, and there will be no
limit on the number of changes you may make.


SECTION 5: TERMINATE PAYROLL DEDUCTIONS



*Effective with the Pay Period Beginning ___/___/200___, I authorize the
termination of my payroll deductions.


*Not effective until discussed with and approved by BRCM Shareholder Services: By      Date ___/___/200___




In connection with my voluntary termination of payroll deductions (or an
approved leave of absence), I elect the following action regarding my ESPP
payroll deductions to date in the current purchase interval:



	 	 	 	 	 
	 	 	 	 	Purchase Broadcom Corporation shares on next scheduled purchase date, OR
	 	 	

	 	 
	 	 	 	 	Refund ESPP payroll deductions collected.
	 	 	

	 	 



NOTE 5A: Your election to terminate your payroll deductions may not be
changed, and you may not rejoin the plan until a new quarterly entry date (the
first business day of February, May, August or November). You will forfeit
your original subscription/enrollment price on re-enrollment.


NOTE 5B: If your employment terminates for any reason or your eligibility
status changes (<20 hours/week or <5 months/year), you will immediately
cease to participate in the ESPP and your ESPP payroll deductions collected in
that purchase interval will automatically be refunded to you.


SECTION 6: LEAVE OF ABSENCE



In connection with my leave of absence, I elect the following action with
respect to my ESPP payroll deductions to date:



	 	 	 	 	 
	 	 	 	 	Purchase shares of Broadcom Corporation on next scheduled purchase date, OR
	 	 	

	 	 
	 	 	 	 	Refund ESPP payroll deductions collected.
	 	 	

	 	 



NOTE 6: If you take an unpaid leave of absence, your payroll deductions will
immediately cease. If you return to active status within 90 days after the
start of your leave, your payroll deductions will at that time automatically
resume at the rate in effect for you when your leave began.


SECTION 7: AUTHORIZATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signature of Employee:	 	 	 	/
	 	Date:
	 	 	 	 	,200	 	 	 
	 	 	


	 	 	 	 	 	

	 	 	 	 	 	






For assistance, email espp@broadcom.com