BROADCOM CORPORATION
2007 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated March 12, 2008)
This
International Employee Stock Purchase Plan is intended to promote
the interests of Broadcom Corporation by providing eligible
employees of its Foreign Subsidiaries with the opportunity to
acquire a proprietary interest in the Corporation through
participation in a payroll-deduction based employee stock purchase
plan.
Capitalized
terms herein shall have the meanings assigned to such terms in the
attached Appendix.
This
Plan shall become effective with the first offering period
beginning on or after the Effective Date for which there is a
current, available and effective registration statement under the
1933 Act for the Common Stock issuable under the Plan. Until such
time as there exists such effective registration statement, no
offering period shall commence under the Plan.
II. ADMINISTRATION OF THE PLAN
The
Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary to
comply with the requirements of applicable law. Decisions of the
Plan Administrator shall be final and binding on all parties having
an interest in the Plan.
III. STOCK
SUBJECT TO PLAN
A.
The stock purchasable under the Plan shall be shares of authorized
but unissued Common Stock, including shares of Common Stock
purchased on the open market. As of March 12, 2008, the
maximum number of shares of Common Stock reserved for issuance in
the aggregate over the term of the Plan and the U.S. Plan is
33,414,349 shares. Each share of Common Stock issued under this
Plan or the U.S. Plan shall automatically reduce on a one-for-one
basis the aggregate number of shares of Common Stock available for
issuance under this Plan and the U.S. Plan.
B.
The number of shares of Common Stock available for issuance in the
aggregate under this Plan and the U.S. Plan shall automatically
increase on the first trading day of January each calendar year
during the term of the Plan by an amount equal to one and one
quarter percent (1.25%) of the aggregate number of shares of
Class A Common Stock and Class B Common Stock outstanding
on the last trading day in December of the immediately preceding
calendar year, but in no event shall any such annual increase
exceed 10,000,000 shares, in the aggregate.
C.
Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s
receipt of consideration or should the value of outstanding shares
of Company Stock be substantially reduced as a result of a spin-off
transaction or an extraordinary dividend or distribution, then
equitable adjustments shall be made by the Plan Administrator to
(i) the maximum number and class of securities issuable in the
aggregate under the Plan and the U.S. Plan, (ii) the maximum
number and/or class of securities by which the share reserve under
the Plan and the U.S. Plan is to increase in the aggregate each
calendar year pursuant to the provisions of Section III.B,
(iii) the maximum number and class of securities purchasable
per Participant on any one Purchase Date, (iv) the maximum
number and class of securities purchasable in total by all
Participants on any one Purchase Date and (v) the number and
class of securities and the price per share in effect under each
outstanding purchase right. The adjustments shall be made in such
manner as the Plan Administrator deems appropriate to prevent the
dilution or enlargement of benefits under the Plan and the
outstanding purchase rights thereunder, and such adjustments shall
be final, binding and conclusive.
A.
Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offering periods until such time as
(i) the maximum number of shares of Common Stock available for
issuance under the Plan shall have been purchased or (ii) the
Plan shall have been sooner terminated.
B.
The first offering period shall commence on the first business day
of the first month following the date on which there is a current,
available and effective registration statement in effect under the
1933 Act for the Common Stock issuable under the Plan, but in no
event before February 1, 2007, and shall end on the last U.S.
business day in April 2009. In no event, however, shall any
offering period commence under this Plan until the Corporation has,
with respect to the implementation of this Plan, complied with all
applicable listing requirements of any stock exchange on which the
Common Stock is at the time listed for trading and all other
applicable requirements established by law or
regulation.
C.
Each subsequent offering period shall commence on the start date
determined in advance by the Plan Administrator.
D.
Each offering period shall be of such duration as determined by the
Plan Administrator prior to the start date of that offering,
subject, however, to the following provisions:
(i)
Except as otherwise provided in Section IV.B above with
respect to the first offering period or subparagraph
(ii) below, no offering period shall exceed twenty-four
(24) months in duration.
(ii)
Should the last scheduled Purchase Date in the offering period
occur at a time when the Corporation cannot effect an issuance
of
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Common Stock
under the Plan in compliance with applicable securities laws,
including (without limitation) the registration requirements of the
1933 Act, then the duration of that offering period shall
automatically be extended until the earlier of
(a) the first date on which such issuance of Common Stock can
be effected in compliance with applicable securities laws, with
such date to serve as the final Purchase Date for that offering
period, or (b) the expiration of the twenty-seven (27)-month
period measured from the start date of that offering
period.
E.
Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from
the first U.S. business day in May each year to the last U.S.
business day in October of the same year and from the first U.S.
business day in November each year to the last U.S. business day in
April of the following year. However, the first Purchase Interval
in effect under the Plan shall commence with the start date of the
first offering period implemented under the Plan in accordance with
Section IV.B and shall terminate on the last U.S. business day
in April 2007.
F.
Should the Fair Market Value per share of Common Stock on any
Purchase Date within an offering period be less than the Fair
Market Value per share of Common Stock on the start date of that
offering period, then that offering period shall automatically
terminate immediately after the purchase of shares of Common Stock
on such Purchase Date, and a new offering period shall commence on
the next business day following such Purchase Date. The new
offering period shall have a duration of twenty (24) months
(subject to the extension provisions of Section IV.D
(ii) above), unless a shorter duration is established by the
Plan Administrator within five (5) business days following the
start date of that offering period.
A.
Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period
on such start date or on any subsequent Quarterly Entry Date within
that offering period, provided he or she remains an Eligible
Employee.
B.
Each individual who first becomes an Eligible Employee after the
start date of an offering period may enter that offering period on
any subsequent Quarterly Entry Date within that offering period on
which he or she is an Eligible Employee.
C.
Each Foreign Subsidiary listed in attached Schedule A shall be
a participating Foreign Subsidiary in this Plan, effective as of
the start date of the first offering period implemented under the
Plan in compliance with Section IV.B. Each corporation that
becomes a Foreign Subsidiary at any time thereafter shall
automatically become a participating corporation in the Plan
effective as of the first Quarterly Entry Date coincident with or
next following the date on which it becomes such a
subsidiary.
D.
The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering
period.
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E. To
participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a stock purchase agreement and a
payroll deduction authorization) and file such forms with the Plan
Administrator (or its designate) on or before his or her scheduled
Entry Date. However, any Eligible Employee of a Foreign Subsidiary
who is a participant in the U.S. Plan immediately prior to the
Effective Date shall automatically become a Participant in the
initial offering period under the Plan and such individual’s
payroll deductions under the Plan shall continue at the same rate
authorized under the U.S. Plan immediately prior to the Effective
Date unless the Participant shall change such rate in accordance
with Section VI.B.
A.
Except to the extent otherwise determined by the Plan
Administrator, payment for shares of Common Stock purchased under
the Plan shall be effected by means of the Participant’s
authorized payroll deduction.
B.
The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be
any multiple of one percent (1%) of the Cash Earnings paid to the
Participant during each Purchase Interval within that offering
period, up to a maximum of fifteen percent (15%). The deduction
rate so authorized shall continue in effect throughout the offering
period, except to the extent such rate is changed in accordance
with the following guidelines:
(i)
The Participant may, at any time during the offering period, reduce
his or her rate of payroll deduction by filing the appropriate form
with the Plan Administrator. The reduced rate shall become
effective on the first pay day of the month following the month in
which such form is filed, and there shall be no limit on the number
of such reductions a Participant may effect during a Purchase
Interval.
(ii)
The Participant may not increase the rate of payroll deduction to
be in effect for an offering period at any time after the start of
that offering period. The Participant can only increase his or her
rate of payroll deduction for a particular offering period by
filing the appropriate form with the Plan Administrator prior to
the start date of that offering period. The increased rate (which
may not exceed the fifteen percent (15%) maximum) shall become
effective with the start date of that offering period.
C.
The payroll deduction authorized by the Participant shall be
collected in the currency in which paid by the Foreign Subsidiary
and converted into U.S. Dollars on each Purchase Date on the basis
of the exchange rate in effect for such date. The Plan
Administrator shall have the absolute discretion to determine the
applicable exchange rate to be in effect for each Purchase Date by
any reasonable method (including, without limitation, the exchange
rate actually used by the Corporation for its intra-company
financial transactions for the month of such conversion). Any
changes or fluctuations in the exchange rate at which the payroll
deductions collected on the Participant’s behalf are
converted into U.S. Dollars on each Purchase Date shall be borne
solely by the Participant.
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D.
Payroll deductions shall begin on the first pay day following the
Participant’s Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the
pay day ending with or immediately prior to the last day of that
offering period. The amounts so collected shall be credited to the
Participant’s book account under the Plan, initially in the
currency in which paid by the Foreign Subsidiary until converted
into U.S. Dollars. Accordingly, all purchases of Common Stock under
the Plan are to be made with the U.S. Dollars into which the
payroll deductions have been converted on each applicable Purchase
Date. No interest shall be paid on the balance from time to time
outstanding in such account. Except to the extent otherwise
required by local law, the amounts collected from the Participant
shall not be required to be held in any segregated account or trust
fund and may be commingled with the general assets of the
Corporation or the Foreign Subsidiary and used for general
corporate purposes.
E.
Payroll deductions shall automatically cease upon the termination
of the Participant’s purchase right in accordance with the
provisions of the Plan.
F.
The Participant’s acquisition of Common Stock under the Plan
on any Purchase Date shall neither limit nor require the
Participant’s acquisition of Common Stock on any subsequent
Purchase Date, whether within the same or a different offering
period.
A.
Grant of Purchase Right . A Participant shall be
granted a separate purchase right for each offering period in which
he or she participates. The purchase right shall be granted on the
Participant’s Entry Date into the offering period and shall
provide the Participant with the right to purchase shares of Common
Stock, in a series of successive installments over the remainder of
such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such
terms and such other provisions (not inconsistent with the Plan) as
the Plan Administrator may deem advisable.
Under
no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or
hold outstanding options or other rights to purchase, stock
possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Corporation or any
Corporate Affiliate.
B.
Exercise of the Purchase Right . Each purchase right
shall be automatically exercised in installments on each successive
Purchase Date within the offering period, and shares of Common
Stock shall accordingly be purchased on behalf of each Participant
on each such Purchase Date. The purchase shall be effected by
applying the Participant’s payroll deductions (as converted
into U.S. Dollars) for the Purchase Interval ending on such
Purchase Date to the purchase of whole shares of Common Stock at
the purchase price in effect for the Participant for that Purchase
Date.
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C.
Purchase Price . The U.S. Dollar purchase price per
share at which Common Stock will be purchased on the
Participant’s behalf on each Purchase Date within the
offering period shall be equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Common
Stock on the Participant’s Entry Date into that offering
period or (ii) the Fair Market Value per share of Common Stock
on that Purchase Date.
D.
Number of Purchasable Shares . The number of shares
of Common Stock purchasable by a Participant on each Purchase Date
during the offering period shall be the number of whole shares
obtained by dividing the amount collected from the Participant
through payroll deductions during the Purchase Interval ending with
that Purchase Date (as converted into U.S. Dollars) by the U.S.
Dollar purchase price in effect for the Participant for that
Purchase Date. However, the maximum number of shares of Common
Stock purchasable per Participant on any one Purchase Date shall
not exceed 9,000 shares, subject to periodic adjustments in the
event of certain changes in the Corporation’s capitalization.
In addition, the maximum number of shares of Common Stock
purchasable in the aggregate by all Participants in this Plan and
the U.S. Plan on any one Purchase Date in any offering period shall
not exceed 3,000,000 shares, subject to periodic adjustments in the
event of certain changes in the Corporation’s capitalization.
However, the Plan Administrator shall have the discretionary
authority, exercisable prior to the start of any offering period
under the Plan, to increase or decrease the limitations to be in
effect for the number of shares purchasable per Participant and in
total by all Participants on each Purchase Date during that
offering period.
E.
Excess Payroll Deductions . To the extent payroll
deductions cannot be applied to the purchase of whole shares of
Common Stock on any Purchase Date, those payroll deductions shall
be promptly refunded, unless the Plan Administrator determines that
such deductions are to be applied to the purchase of fractional
shares of Common Stock on each Purchase Date within the offering
period. Any payroll deductions not applied to the purchase of
Common Stock by reason of the limitation on the maximum number of
shares purchasable per Participant or in total by all Participants
on such Purchase Date shall be promptly refunded. All refunds shall
be in the currency in which paid by the Foreign
Subsidiary.
F.
Withdrawal from Plan/Termination of Purchase Right :
The following provisions shall govern the withdrawal or the
termination of outstanding purchase rights:
(i)
A Participant may, at any time prior to the next scheduled
Purchas
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