Common use of Benefit Limitation Clause in Contracts

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code") shall in no event exceed in amount the greater of the following dollar amounts (the "Benefit Limit"): (i) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments to which the Executive is entitled, or (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "Option Parachute Payment") shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280 280G of the Internal Revenue Code of 1986, as amended (the "Code") shall in no event exceed in amount the greater of the following dollar amounts (the "Benefit Limit"): (i) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments to which the Executive is entitled, or (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "Option Parachute Payment") shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. shares For purposes of applying the Benefit Limit, the value of the Executive's non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) shall in no event exceed in amount the greater of the following dollar amounts (the "“Benefit Limit"”): (i) 2.99 times the Executive's ’s Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments (as defined below) to which the Executive is entitled, or (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "“Option Parachute Payment"”) shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's ’s obligation to remain in the Company's ’s employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's ’s non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(iisubsection 1O(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the professional services payments, any equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(gsubsection 10(f) which is deemed to constitute a parachute payment under Section 280 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) shall in no event exceed in amount the greater of the following dollar amounts (the "“Benefit Limit"”): (i) 2.99 times the Executive's ’s Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments (as defined below) to which the Executive is entitled, or (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section Section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "“Option Parachute Payment"”) shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's ’s obligation to remain in the Company's ’s employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's ’s non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the The aggregate Present Value, Value (measured as of ------------------ the Change in Control, ) of any Severance Payments the severance benefits to which the Executive becomes entitled under section 10(b)(ii) Paragraph 13 at the time of this Agreement her Involuntary Termination (namely, the salary continuation payments, the incentive bonus, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments coverage and the equivalent 401(kOption Parachute Payment attributable to the Severance- Accelerated Options) employer contribution payments) and, if applicable, or the Option Parachute Payment attributable to any portion of the Special Bonus Severance-Accelerated Options to which she becomes entitled under section 10(g) which is deemed to constitute a parachute payment under Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code") Paragraph 12 shall in no event exceed in amount the greater of the following dollar amounts ------- (the "Benefit Limit"): (ia) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments to which the Executive is entitled, or (iib) the amount that which yields the Executive the greatest after-tax amount of benefits under Part Four of this Agreement after taking into account any excise tax imposed under Code Section 4999 on his the payments and benefits which are provided to Executive under section 10 of this Agreement and any Part Four or which constitute Other Parachute Payments, . The portion Option Parachute Payment attributable to the accelerated vesting of any option that automatically vests on an accelerated basis upon a the Executive's Acquisition-Accelerated Options at the time of the Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "Option Parachute Payment") shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit LimitLimit to the Executive's severance benefits under Part Four, the value of the Executive's her consulting agreement under Paragraph 17 and her non-competition covenant under Section 6 of this Agreement Paragraph 18 shall be determined by an independent appraisal by a nationally nationally-recognized independent accounting firm acceptable to both the Executive and the CompanyCorporation, and a portion of his Severance Payments her severance benefits shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such the consulting agreement and non-competition covenant.

Benefit Limitation. The provisions of this Section 11 shall be applicable in the event (ai) Should any payments or benefits to which you become payable hereunder entitled in connection accordance with the provisions of this Appendix II or any other agreement with Broadcom would otherwise constitute a Change in Control, then Parachute Payment that is subject to the aggregate Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value, Value (measured as of effective date of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement your aggregate Parachute Payment does no exceed one hundred twenty percent (namely120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section (9) or any other of your Severance Benefit Requirements. In such event, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service those payments and benefits will be subject to reduction to the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed extent necessary to constitute a parachute payment under Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code") shall in no event exceed in amount assure that you receive only the greater of the following dollar amounts (the "Benefit Limit"): (i) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other your Permissible Parachute Payments to which the Executive is entitled, or Amount or (ii) the amount that which yields the Executive you the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 of the Code on his the payments and benefits provided to you under section 10 this Appendix II (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Section (1) of this Agreement Appendix II will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and any Other Parachute PaymentsInsurance Benefit Payments shall each be reduced pro-rata, The portion next the number of any option options or other equity awards that automatically vests are to vest on an accelerated basis upon a Change in Control pursuant to Section (2) of this Appendix II shall be reduced (based on the terms value of the agreement evidencing that option that is deemed to be a parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that not result in any impermissible deferral or acceleration of benefits under Code Section 280G 409A. Notwithstanding the foregoing, in determining whether the benefit limitation of this Section (11) is exceeded, the "Option Parachute Payment") Accounting Firm shall also make a reasonable determination of the value of the restrictive covenants to which you will be subject to under Section (9) of this Appendix II, and the Benefit Limit. The Option amount of your potential Parachute Payment shall accordingly be calculated in accordance reduced by the value of those restrictive covenants to the extent consistent with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenantthereunder.

Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the professional services payments, any equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) shall in no event exceed in amount the greater of the following dollar amounts (the "“Benefit Limit"”): (i) 2.99 times the Executive's ’s Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments (as defined below) to which the Executive is entitled, or (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "“Option Parachute Payment"”) shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's ’s obligation to remain in the Company's ’s employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's ’s non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

Benefit Limitation. The provisions of this Subsection 11 shall be applicable in the event (ai) Should any payments or benefits to which you become payable hereunder entitled in connection accordance with the provisions of this Letter Agreement or any other agreement with Broadcom would otherwise constitute a Change in Control, then Parachute Payment that is subject to the aggregate Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value, Value (measured as of effective date of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement your aggregate Parachute Payment does no exceed one hundred twenty percent (namely120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Subsection (9) or any other of your Severance Benefit Requirements. In such event, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service those payments and benefits will be subject to reduction to the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed extent necessary to constitute a parachute payment under Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code") shall in no event exceed in amount assure that you receive only the greater of the following dollar amounts (the "Benefit Limit"): (i) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other your Permissible Parachute Payments to which the Executive is entitled, or Amount or (ii) the amount that which yields the Executive you the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 of the Code on his the payments and benefits provided to you under section 10 this Letter Agreement (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Subsection (1) of this Letter Agreement will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and any Other Parachute PaymentsInsurance Benefit Payments shall each be reduced pro-rata, The portion next the number of any option options or other equity awards that automatically vests are to vest on an accelerated basis upon a Change in Control pursuant to Subsection (2) of this Letter Agreement shall be reduced (based on the terms value of the agreement evidencing that option that is deemed to be a parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that not result in any impermissible deferral or acceleration of benefits under Code Section 280G 409A. Notwithstanding the foregoing, in determining whether the benefit limitation of this Subsection (11) is exceeded, the "Option Parachute Payment") Accounting Firm shall also make a reasonable determination of the value of the restrictive covenants to which you will be subject to under Subsection (9) of this Letter Agreement, and the Benefit Limit. The Option amount of your potential Parachute Payment shall accordingly be calculated in accordance reduced by the value of those restrictive covenants to the extent consistent with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenantthereunder.