EXHIBIT 10.4
BROADCOM CORPORATION
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following option grant (the "Option") to purchase
shares of the Common Stock of Broadcom Corporation (the "Corporation"):
Optionee: Alan E. Ross
Grant Date: July 30, 2003
Vesting Commencement Date March 1, 2004 (the month after the final
installment of Optionee's stock option of
250,000 shares of Common Stock granted to
him on November 15, 2002 vests and becomes
exercisable)
Exercise Price: $20.71 per share
Number of Option Shares: 250,000
Expiration Date: July 29, 2013
Type of Option: Non-Statutory Stock Option
Exercise Schedule: The Option shall become exercisable for fifteen
thousand (15,000) of the Option Shares upon Optionee's completion of each
month of Service over the seventeen (17) month period (with the last month
for ten thousand (10,000) Option Shares) measured from the Vesting
Commencement Date and shall become exercisable for the balance of the
Option Shares upon Optionee's continuation in Service through the last
business day in July 2005. Notwithstanding the foregoing, in the event
Optionee continues in Service until such time as the Corporation hires or
promotes another individual to replace Optionee as the Corporation's
President and Chief Executive Officer, then the Option shall, immediately
upon the hire or promotion date of such replacement President and Chief
Executive Officer, vest in full and become exercisable for all of the
Option Shares as fully vested shares. In no event shall the Option become
exercisable for any additional Option Shares after Optionee's cessation of
Service.
The number of Option Shares for which the Option shall become exercisable
on any installment vesting date specified above shall be adjusted to
reflect any stock split, stock dividend, recapitalization or other change
in the Corporation's outstanding shares of Class A common stock which is
effected without the Corporation's receipt of consideration.
Optionee understands and agrees that the Option is granted subject to and in
accordance with the terms of the Broadcom Corporation 1998 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement attached
hereto as Exhibit A. Optionee hereby acknowledges receipt of a copy of the
official prospectus for the Plan in the form attached hereto as Exhibit B. A
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.
No Employment or Service Contract. Nothing in this Notice or in the attached
Stock Option Agreement or in the Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus
BROADCOM CORPORATION
NOTICE OF GRANT OF STOCK OPTION
Definitions. All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice or in the attached Stock Option Agreement.
Date: August 12, 2003
BROADCOM CORPORATION /s/ Alan E. Ross
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Optionee: Alan E. Ross
/s/ William J. Ruehle
- --------------------------------------- -------------------------------------
By: William J. Ruehle
Vice President and Chief Financial Officer
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus
BROADCOM CORPORATION
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following option grant (the "Option") to purchase
shares of the Common Stock of Broadcom Corporation (the "Corporation"):
Optionee: Alan E. Ross
Grant Date: January 11, 2004
Vesting Commencement Date January 11, 2004
Exercise Price: $36.78 per share
Number of Option Shares: 250,000
Expiration Date: January 10, 2014
Type of Option: Non-Statutory Stock Option
Exercise Schedule: The Option shall become exercisable in a series of
forty-eight (48) successive equal monthly installments upon Optionee's
completion of each additional month of Service over the forty-eight
(48)-month period measured from the Vesting Commencement Date.
Notwithstanding the foregoing, in the event Optionee continues in Service
until such time as the Corporation hires or promotes another individual to
replace Optionee as the Corporation's President and Chief Executive
Officer, then the Option shall, immediately upon the hire or promotion
date of such replacement President and Chief Executive Officer, vest in
full and become exercisable for all of the Option Shares as fully vested
shares. In no event shall the Option become exercisable for any additional
Option Shares after Optionee's cessation of Service.
The number of Option Shares for which the Option shall become exercisable
on any installment vesting date specified above shall be adjusted to
reflect any stock split, stock dividend, recapitalization or other change
in the Corporation's outstanding shares of Class A common stock which is
effected without the Corporation's receipt of consideration.
Optionee understands and agrees that the Option is granted subject to and in
accordance with the terms of the Broadcom Corporation 1998 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement attached
hereto as Exhibit A. Optionee hereby acknowledges receipt of a copy of the
official prospectus for the Plan in the form attached hereto as Exhibit B. A
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.
No Employment or Service Contract. Nothing in this Notice or in the attached
Stock Option Agreement or in the Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus
Definitions. All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice or in the attached Stock Option Agreement.
Date: January 14, 2004
BROADCOM CORPORATION /s/ Alan E. Ross
-------------------------------------
Optionee: Alan E. Ross
By: /s/ William J. Ruehle
----------------------------------- -------------------------------------
William J. Ruehle Address:
Vice President and Chief Financial
Officer
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus