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BROADCOM CORPORATION
2005 PERFORMANCE BONUS PLAN
A. The
Broadcom Corporation 2005 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, 2005 (the “Plan Year”), and bonuses
may be earned under the Plan on the basis of the Company’s
financial performance for such Plan Year.
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;
(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; and
(iii) determine
whether the bonus payments are to be made in cash, restricted stock
units (“RSUs”) covering shares of the Company’s
Class A common stock (the “Common Stock”) that may
vest and become issuable over a designated service period measured
from the start date of the Company’s 2006 fiscal year or that
may be fully vested and issuable when awarded, or a combination of
cash and RSUs.
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.
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.
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.
A. The
Plan Administrator shall take each of the following actions during
the Plan Year:
(i) The Plan
Administrator shall establish the specific performance objectives
that must be att
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