Form of Option Agreement



 Exhibit 10.61 
 AVAGO TECHNOLOGIES LIMITED 
 2009 EQUITY INCENTIVE AWARD PLAN 
 FORM OF SHARE OPTION GRANT NOTICE 
 Avago Technologies Limited, a company organized under the laws of Singapore, (the “Company”), pursuant to its 2009 Equity Incentive Award Plan, as amended from time to time (the “Plan”),
hereby grants to the holder listed below (“Participant”), an option to purchase the number of ordinary shares of the Company (“Shares”), set forth below (the “Option”). This
Option is subject to all of the terms and conditions set forth herein and in the Share Option Agreement attached hereto as Exhibit A (the “Share Option Agreement”) and the Plan, each of which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Share Option Agreement. 
  

									
	Participant’s Name:	 	 	 	
			
	Participant’s Address:	 	 	 	
			
		 	 	 	
			
	Grant Date:	 	 	 	
			
	Exercise Price per Share:	 	$	 	
			
	Total Exercise Price:	 	$	 	
			
	 Total Number of Shares
 Subject to the
Option:
	 	 	 	
			
	Expiration Date:	 	 	 	
			
	Vesting Commencement Date:	 	 	 	
					
	 Vesting Schedule:
	 	Shares	 	Vest Type	 	Full Vest	 	Expiration
		 	                      
	 	                 %

	 	                      
	 	                      

		 	                      
	 	                      
	 	                      
	 	                      

		 	                      
	 	                      
	 	                      
	 	                      

		 	                      
	 	                      
	 	                      
	 	                      


 Type of Option:              ̈  Incentive Stock Option              ̈  Non-Qualified Option 
 By clicking on the Acceptance button below, Participant agrees to be bound by the terms and conditions of the Plan, the Share Option Agreement and this
Grant Notice. Participant has reviewed the Share Option Agreement, the Plan and this Grant Notice in their entirety, and fully understands all provisions of this Grant Notice, the Share Option Agreement and the Plan. Additionally, by clicking on the
Acceptance button below, Participant agrees that Participant has read, fully understands and agrees to abide by the terms of the Company’s Insider Trading Policy and has read and fully understands the Plan Prospectus and Prospectus Supplement,
if applicable, each of which is attached to this Grant Notice. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or
the Share Option Agreement. 
  

			
	 AVAGO TECHNOLOGIES LIMITED:

		
	 By:
	 	  

	 Print Name:
	 	  









 EXHIBIT A 
 TO SHARE OPTION GRANT NOTICE 
 FORM OF AVAGO TECHNOLOGIES LIMITED SHARE OPTION AGREEMENT

 Pursuant to the Share Option Grant Notice (the “Grant Notice”) to which this Share Option Agreement (this
“Agreement”) is attached, Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), has granted to Participant an Option under the Company’s 2009 Equity
Incentive Award Plan, as amended from time to time (the “Plan”), to purchase the number of ordinary shares of the Company (“Shares”) indicated in the Grant Notice. 
 ARTICLE 1. 
 GENERAL 

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context
clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. 
 (a) “Disability” shall mean permanent and total disability as defined in Section 22(e)(3) of the Code. 
 (b) “Termination of Consultancy” shall mean the time when the engagement of Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of
limitation, by resignation, discharge, death, disability, or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of Participant by the Company or any Subsidiary, and
(b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any
other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided
otherwise in writing. 
 (c) “Termination of Directorship” shall mean the time when Participant, if he or she is or
becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Directorship with respect to Non-Employee Directors. 
 (d)
“Termination of Employment” shall mean the time when the employee-employer relationship between Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of Participant by the Company or any Subsidiary, and
(b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided,
however, that, if this Option is an 
  

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 Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in
status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. 
 (e) “Termination of Services” shall mean Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. 
 1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In
the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 
 ARTICLE 2. 
 GRANT OF OPTION 
 2.1 Grant of
Option. In consideration of Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the
“Grant Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate of the number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this
Agreement, subject to adjustments as provided in Section 14.2 of the Plan. Unless designated as a Non-Qualified Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law. 
 2.2 Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other
charge; provided, however, that the price per share of the Shares subject to the Option shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if this Option is designated as
an Incentive Stock Option and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any “subsidiary corporation” of the Company
or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the Shares subject to the Option shall not be less than 110% of the Fair Market Value of a Share on the Grant
Date. 
 2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render
faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict
in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 
  

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 ARTICLE 3. 
 PERIOD OF EXERCISABILITY 
 3.1 Commencement of Exercisability. 
 (a) Subject to Sections 3.2, 3.3, 5.10 and 5.16 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth
in the Grant Notice. 
 (b) No portion of the Option which has not become vested and exercisable at the date of Participant’s
Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company
and Participant. 
 (c) Notwithstanding Sections 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, pursuant to
Section 14.2 of the Plan, the Option shall become fully vested and exercisable with respect to all Shares covered thereby in the event of a Change in Control, in connection with which the successor corporation does not assume the Option or
substitute an equivalent right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such acceleration shall apply. 
 3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such
installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. 
 3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (a) The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date; 
 (b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time
the Option was granted, more than 10% of the total combined voting power of all classes of shares of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning
of Section 424 of the Code), the expiration of five (5) years from the Grant Date; 
 (c) The expiration of three (3) months
from the date of Participant’s Termination of Services, unless such termination occurs by reason of Participant’s death or disability; or 
 (d) The expiration of one (1) year from the date of Participant’s Termination of Services by reason of Participant’s death or disability. 
 Notwithstanding anything in Sections 3.3(c) and (d) of this agreement to the contrary, in the event the vested portion of this Option is not exercisable on the date of Participant’s Termination of Service
because shares of Stock cannot be issued pursuant to Section 4.5(a), (b) or (c) hereof, then the Participant shall be able to exercise this Option, to the extent vested, through the earlier of (i) the time period set forth in
Section 3.3(a) hereof or (ii) the later of (X) the time period set forth in Section 3.3(c) or (d), as applicable, or (Y) the end of the thirty-day period, or such other period of time as determined by the Administrator, in
its sole discretion, measured from the first date the Committee determines that Shares can again be issued upon exercise of this Option in accordance with Sections 4.5(a), (b) and (c) hereof. 
  

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 3.4 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair
Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time by Participant in any calendar year exceeds
$100,000, the Option and such other options shall be Non-Qualified Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.
Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after Participant’s Termination of Employment, other than by reason of death or disability, will be taxed as a Non-Qualified Option.

 3.5 Tax Indemnity. 
 (a) The Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and his/her employing company, if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax
Liability” being any liability for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction) that is attributable to (1) the grant or exercise of, or any benefit derived by
the Participant from, the Option, (2) the acquisition by the Participant of the Shares on exercise of the Option, or (3) the disposal of any Shares. 
 (b) The Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction of any Tax Liability that may arise in connection with the exercise of the Option
and/or the acquisition of the Shares by the Participant. The Company shall not be required to issue, allot or transfer Shares until the Employee has satisfied this obligation. 
 ARTICLE 4. 
 EXERCISE OF OPTION 
 4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the
death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so
under the deceased Participant’s will or under the then applicable laws of descent and distribution. 
 4.2 Partial Exercise. Any
exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

 4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the
Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under
Section 3.3 hereof: 
 (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is
thereby exercised, such notice complying with all applicable rules established by the Administrator; 
  

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 (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion
thereof is exercised, including payment of any applicable withholding tax, which shall be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof that is
acceptable to the Company; 
 (c) Any other written representations as may be required in the Administrator’s reasonable discretion to
evidence compliance with the Securities Act or any other applicable law, rule or regulation; and 
 (d) In the event the Option or portion
thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option. 
 Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and
which may be subject to change from time to time. 
 4.4 Method of Payment. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of Participant: 
 (a) Cash or check; 
 (b) With the consent of the Company, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for
such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

 (c) Other property acceptable to the Company (including, without limitation, through the delivery of a notice that Participant has placed
a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option
exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale). 
 4.5 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously
authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the
Option or portion thereof prior to fulfillment of all of the following conditions: 
 (a) The admission of such Shares to listing on all stock
exchanges on which such Shares are then listed; 
 (b) The completion of any registration or other qualification of such Shares under any
state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; 
  

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 (c) The obtaining of any approval or other clearance from any state or federal governmental agency which
the Administrator shall, in its absolute discretion, determine to be necessary or advisable; 
 (d) The receipt by the Company of full
payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and 
 (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of
administrative convenience. 
 4.6 Rights as Shareholder. The holder of the Option shall not be, nor have any of the rights or
privileges of, a shareholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued
by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 14.2 of the Plan. 
 ARTICLE 5. 
 OTHER PROVISIONS 
 5.1
Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the
Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. 
 5.2 Whole Shares. The Option may only be exercised for whole Shares. 
 5.3 Option Not
Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been
issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject
to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 
 5.4 Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  

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 5.5 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option
in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 14.2 of the Plan (including, without limitation, an extraordinary cash
dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise
of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 14.2 of the Plan. 
 5.6 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of
the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this
Section 5.6, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to
exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with
postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 
 5.7 Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 
 5.8
Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts
of laws. 
 5.9 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to
the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 
 5.10 Amendments, Suspension
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except
as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant. 
 5.11 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns. 
 5.12 Notification of Disposition. If this Option is designated as an Incentive Stock
Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the 
  

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 Grant Date with respect to such Shares or (b) within one (1) year after the transfer of such Shares to
Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

 5.13 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if
Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule. 
 5.14 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any
right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries. 
 5.15 Entire
Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof. In the event Participant is party to a Management Shareholders Agreement with the Company, the Shares subject to this Option shall not be subject to such Management Shareholders Agreement and the provisions of
this Agreement shall supersede any competing provisions of any such Management Shareholders Agreement. 
 5.16 Section 409A. This
Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if
at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any
other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. 
 5.17 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This
Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have
only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to options, as and when exercised pursuant to the terms hereof. 
  

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