Exhibit 10.8
STOCK OPTION AMENDMENT AGREEMENT
This Agreement is made and entered into on this 29th day of December, 2006
between Broadcom Corporation (the "Company") and the undersigned holder of one
or more options to purchase shares of the Company's Class A and/or Class B
common stock (the "Optionee").
WHEREAS, the Company previously granted to Optionee the options identified
on attached SCHEDULE I (the "Options") to purchase shares of the Company's Class
A and/or Class B common stock under the Company's 1998 Stock Incentive Plan, as
amended and restated (the "Plan");
WHEREAS, the Company and the Optionee entered into a formal Stock Option
Agreement (the "Option Agreement") evidencing each such Option;
WHEREAS, the Board of Directors of the Company has requested that the
Optionee agree to increase the exercise price per share of the currently
outstanding, unexercised portion of each such Option to the higher "New Exercise
Price Per Share Following Amendment" set forth for that Option on Schedule I,
and the Optionee has agreed to do so; and
WHEREAS, such increase to the exercise price per share for the currently
outstanding, unexercised portion of each such Option will also avoid any
potentially adverse tax consequences under Section 409A of the Internal Revenue
Code of 1986, as amended, and any comparable provisions of applicable state tax
law, with respect to the currently outstanding, unexercised portion of that
Option that is potentially subject to Section 409A.
NOW THEREFORE, the parties hereby agree as follows:
1. INCREASED EXERCISE PRICE. The exercise price per share set forth in
the Option Agreement for the currently outstanding, unexercised portion of each
of the Options listed on SCHEDULE I is hereby increased to the "New Exercise
Price Per Share Following Amendment" set forth for that Option on SCHEDULE I.
2. ENTIRE AGREEMENT. This Agreement, together with the Option
Agreements (to the extent not expressly amended hereby) and the Plan, represents
the entire agreement of the parties with respect to the Options and supersedes
any and all previous contracts, arrangements or understandings between the
parties with respect to such Options. This Agreement may be amended at any time
only by means of a writing signed by the Optionee and an authorized officer of
the Company.
3. CONTINUATION OF OPTION AGREEMENTS. Except for the foregoing
increases to the exercise prices per share of the outstanding, unexercised
portion of each of the Options, no other terms or provisions of the Option
Agreements for such Options or the applicable Plans have been modified as a
result of this Agreement, and those terms and provisions shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year indicated above.
BROADCOM CORPORATION
BY: /s/ Henry Samueli
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TITLE: Chairman of the Board
and Chief Technical Officer
OPTIONEE
By: /s/ David A. Dull
-----------------
David A. Dull
SCHEDULE I
AMENDED OPTION(S)
TOTAL
NUMBER OF
CURRENTLY NUMBER OF
OUTSTANDING, CURRENTLY
NEW EXERCISE UNEXERCISED OUTSTANDING,
PRICE PER OPTION SHARES UNEXERCISED
EXERCISE PRICE SHARE SUBJECT TO OPTION SHARES
PER SHARE PRIOR FOLLOWING NEW, AMENDED UNVESTED AS OF
GRANT DATE OPTION NUMBER TO AMENDMENT AMENDMENT EXERCISE PRICE 12/31/2004
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11/03/1998 A00005 $13.63550 $20.50000 21,996 14,666
11/03/1998 A00006 $13.63550 $20.50000 10,254 10,254
8/5/2002 F07517 $10.49330 $10.68000 37,500 21,095
8/5/2002 F12698 $10.49330 $10.68000 130,000 46,875
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