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EXHIBIT 10.1
BROADCOM CORPORATION
2006 PERFORMANCE BONUS PLAN
I.
PURPOSES OF THE
PLAN
A. The Broadcom
Corporation 2006 Performance Bonus Plan (the "Plan")
is intended to promote the interests of Broadcom Corporation (the
"Company") and
its shareholders by establishing a compensation program to provide
executives
and other key employees with incentive awards tied to the
achievement of goals
relating to the performance of the Company and/or the achievement
of individual
performance goals.
B. The Plan
shall be in effect for the Company's fiscal year ending
December 31, 2006 (the "Plan Year"), and bonuses may be earned
under the Plan on
the basis of the Company's financial performance for such Plan
Year.
II.
PLAN
ADMINISTRATION
A. The Plan
shall be administered by the Compensation Committee of
the Company's Board of Directors. The Compensation Committee in its
capacity as
administrator of the Plan (the "Plan Administrator") shall have
full power and
authority (subject to the express provisions of the Plan) to:
(i) establish the
performance objectives to be attained for the
Plan Year in order for participants to become entitled to bonus
payments under
the Plan; and
(ii) determine the actual bonus (if any) to be paid to each
participant based on actual performance relative to the established
objectives
for the Plan Year.
B. The Plan
Administrator shall also have full power and authority
to interpret and construe the provisions of the Plan, to adopt
rules and
regulations for the administration of the Plan and to determine an
individual's
eligibility for participation in the Plan and the amount of the
actual bonus (if
any) to be paid to him or her.
C. Decisions of
the Plan Administrator shall be final and binding
upon all parties who may have an interest in the Plan or any bonus
amount
payable under the Plan.
III.
PARTICIPATION
A. The
individuals who shall participate in the Plan for the Plan
Year shall be limited to (i) the executive officers of the Company,
(ii) all
other employees of the Company (or its subsidiaries) at the level
of Director or
above and (iii) any other employees of the Company (or its
subsidiaries)
identified by the Company's Chief Executive Officer as key
contributors to the
Company's growth and financial success and selected for
participation in the
Plan by the Plan Administrator.
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B. A participant
shall cease to participate in the Plan and shall
not be entitled to any bonus payment under the Plan if that
participant ceases
Employee status for any reason prior to the date that bonuses are
paid under the
Plan (the "Distribution Date"); provided, however, that:
(i) a participant who
ceases Employee status prior to the
Distribution Date by reason of death or Disability may be entitled
to
receive a pro-rated bonus based upon the number of days which
such
individual remained in active Employee status during the Plan
Period (as
defined below); and
(ii) the Plan Administrator shall have complete discretion to
make
individual bonus awards under Article V of the Plan to one or
more
participants who terminate Employee status for any other reason
prior to
the
Distribution Date, when the Plan Administrator deems the
special
circumstances of the participant's termination warrant a bonus
award under
the
Plan.
C. For purposes
of the Plan:
(i) A participant
shall be deemed to have ceased Employee status
by
reason of a DISABILITY if such cessation of Employee status is
occasioned by his or her inability to engage in any substantial
gainful
activity by reason of any medically determinable physical or
mental
impairment which is expected to result in death or has lasted or
can be
expected to last for a continuous period of twelve (12) months or
longer.
(ii) A participant shall be deemed to continue in EMPLOYEE
status
for
so long as that individual remains in the employ of the Company or
any
subsidiary of the Company;
(iii) The PLAN PERIOD shall mean the period beginning with the
first day of the Plan Year and ending with the Distribution
Date.
(iv) Each corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company shall be
considered to be
a
SUBSIDIARY of the Company, provided that each such corporation
(other
than
the last corporation in the unbroken chain) owns, at the time
of
determination, stock possessing more than fifty percent (50%) of
the total
combined voting power of all classes of stock in one of the
other
corporations in such chain.
D. A participant
who is absent from active Employee status for a
portion of the Plan Period by reason of an authorized leave of
absence shall not
be deemed to have ceased Employee status during the period of that
leave.
However, such participant's bonus may be pro-rated based on the
portion of the
Plan Period during which that individual is in active working
status and not on
such leave of absence, unless the Plan Administrator otherwise
deems it
appropriate under the circumstances to provide that individual with
a full bonus
for the Plan Period.
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IV.
BONUS POOL
A. The Plan
Administrator shall take each of the following actions
during the Plan Year:
(i) The
Plan Administrator shall establish the specific
performance
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