Common use of Company Options and Company Stock Plan Clause in Contracts

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) then outstanding, whether vested or unvested, shall be, in connection with the Merger, assumed by Broadcom, together with the Company Stock Plan. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) so assumed by Broadcom under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, shall be exercisable for that number of whole shares of Broadcom Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Common Stock) and (B) the per share exercise price for the shares of Broadcom Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Broadcom shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(d) shall be applied consistent with this intent. (ii) Broadcom shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii), true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii). (iv) In the event of an increase pursuant to Section 1.16 in the number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other shares.

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) Options and Company Stock Purchase Rights (if any)Rights, then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) then outstanding, whether vested or unvested, shall be, in connection with the Merger, assumed by Broadcom, together with the Company Stock Plan. Each Company Option, Company Warrant (if any) Option and Company Stock Purchase Right (if any) so assumed by Broadcom under this Agreement shall shall, except as provided in Section 1.6(d)(iii), continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any)Right, as the case may be, shall be exercisable for that number of whole shares of Broadcom Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Common Stock) and (B) the per share exercise price for the shares of Broadcom Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Option or Company Stock Purchase Right (if any)Right, as the case may be, shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any) was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Broadcom shall qualify qualify, following the Effective Time Time, as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(d) shall be applied consistent with this intent. (ii) Broadcom shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive 1998 Stock Option/Stock Issuance Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule Section 1.6(d)(ii)) of the Company Disclosure Schedule, true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 79, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options options, warrants or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), ) and (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this AgreementClosing, provided, however, provided that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by or such portions of such Company Options, Company Stock Purchase Rights or Company Restricted Stock, to the individuals named extent set forth in Schedule Section 1.6(d)(iii)) of the Company Disclosure Schedule, or to any consultant, advisor or member of the Company's Board of Directors, who is not an employee of the Company, or to the extent otherwise provided in the Employment Agreements. (iv) In If any Company Warrant shall remain unexpired and unexercised at the event Effective Time, it shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time (including any repurchase rights or vesting provisions); provided that (A) such Company Warrant shall be exercisable for that number of an increase pursuant whole shares of Broadcom Common Stock equal to Section 1.16 the product of the (I) the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (or, in the case of Company Warrants exercisable for Company Preferred Stock, upon exercise of such Company Warrant and conversion of the resulting Company Preferred Stock into Company Common Stock) immediately prior to the Effective Time multiplied by (II) the Exchange Ratio (with such product rounded down to the nearest whole number of shares of Broadcom Common Stock) and (B) the per share exercise price for the shares of Broadcom Common Stock issuable upon exercise of such Company Warrant shall be equal to the quotient determined by dividing (I) the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to the Effective Time (or, in the case of Company Warrants exercisable for which a Company Option is exercisablePreferred Stock, the exercise price shall be adjusted accordingly and per share of Company Preferred Stock at which such additional Company Warrant was exercisable immediately prior to the Effective Time multiplied by the quotient of (y) the number of shares of Company Preferred Stock issuable upon the exercise of such Company Warrant divided by (Az) shall be that number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible immediately prior to the Effective Time) by (II) the Exchange Ratio applicable to the series of Company Capital Stock subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and Warrant (B) shall vest proportionately with rounded up to the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other sharesnearest whole cent).

Company Options and Company Stock Plan. All At the Effective Time all -------------------------------------- unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Options then outstanding, whether vested or unvested, shall be, be assumed by SciQuest in connection accordance with the Mergerprovisions described below. (i) At the Effective Time, each unexpired and unexercised Company Option issued pursuant to the EMAX Solution Partners, Inc. 1993 Stock Plan, as amended (the "Company Stock Plan") which is ------------------ then outstanding, whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Broadcom, SciQuest together with Company Stock Plan; provided, however, that each holder of Company Options (an "Optionholder") shall elect prior to the Effective Time to either (A) retain the Company Options held by such person (which Company Options will vest at the Effective Time in accordance with the terms of the Company Stock Plan) or (B) retain the portion of the Company Options held by such person that is vested immediately prior to the Effective Time and amend the portion of the Company Options held by such person that is unvested -5- immediately prior to the Effective Time (the "Amended Options") to provide that such Amended Options will vest as set forth in this Section 1.6(d)(i) (the "Amendment") and receive in consideration of the Amendment options to acquire such number of shares of SciQuest Common Stock (the "Additional Options") equal to the Exchange Ratio multiplied by 50% of the number of shares subject to all outstanding Company Options (without regard to vesting) held by such person immediately prior to the Effective Time. The Amended Options and Additional Options shall vest as follows: 25% of such Amended Options and Additional Options shall be vested as of the Effective Time and 25% of the Amended Options and Additional Options shall vest on the next three succeeding anniversaries of the Effective Time. The Amended Options shall further provide that if an Optionholder's employment with SciQuest is terminated other than for Cause (as defined in the Employment Agreement), then all Amended Options shall immediately vest. The Additional Options shall have an exercise price equal to $7.66 divided by the Exchange Ratio. The Additional Options will be granted pursuant to an employee compensation plan of SciQuest, and the shares of SciQuest Common Stock issuable upon exercise of such Additional Options will be registered on a registration statement on Form S-8. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option so assumed by Broadcom SciQuest under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, Option shall be exercisable for that number of whole shares of Broadcom SciQuest Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom SciQuest Common Stock) and (B) the per share exercise price for the shares of Broadcom SciQuest Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, Option shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up down to the nearest whole cent). Without limiting the generality of this Section 1.6(d)(i), Exhibit N attached hereto --------- sets forth examples of the calculation of the Amended Options and Additional Options. (ii) It is the intention of the parties that the Company Options assumed by Broadcom SciQuest shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(d1.6(c) shall be applied -------------- consistent with this intent. (ii) Broadcom shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii), true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii). (iv) In the event of an increase pursuant to Section 1.16 in the number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other shares.

Company Options and Company Stock Plan. All At the Effective Time all unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Options then outstanding, whether vested or unvested, shall be, in connection with the Merger, be assumed by BroadcomParent in accordance with provisions described below. (i) At the Effective Time, each unexpired and unexercised Company Option issued pursuant to the Business Evolution, Inc. 1999 Stock Plan adopted on September 17, 1999 (the "COMPANY STOCK PLAN") which is then outstanding, whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Parent together with the Company Stock PlanPlan in such manner that (i) Parent is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Internal Revenue Code, or (ii) such transaction, to the extent that Section 424 of the Internal Revenue Code does not apply to any such Company Options, would be a transaction within Section 424 of the Internal Revenue Code. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option so assumed by Broadcom Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (including including, without limitation, any repurchase rights or vesting provisions), provided that PROVIDED THAT (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, Option shall be exercisable for that number of whole shares of Broadcom Parent Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option (rounded down to the nearest whole number of shares of Broadcom Parent Common Stock) and (B) the per share exercise price for the shares of Broadcom Parent Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, Option shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option (rounded up to the nearest whole cent). Parent shall, from and after the Effective Time, upon exercise of the Company Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption by Parent. (ii) It is the intention of the parties that the Company Options assumed by Broadcom Parent shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(dSECTION 1.6(C) shall be applied consistent with this intent. (iiiii) Broadcom At the Effective Time, Parent shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii), true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any Any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as such terms were in effect on August 7, 2000the date of this Agreement) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase purchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii). (iv) In the event of an increase pursuant to Section 1.16 in the number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other shares.

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom Acquiror in accordance with provisions set forth described below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option then outstanding, whether vested or unvested, shall be, in connection with the Merger, assumed by BroadcomAcquiror, together with the Company Stock Plan. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option so assumed by Broadcom Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (including including, but not limited to, any repurchase rights or vesting provisions); PROVIDED, provided that (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, Option shall be exercisable for that number of whole shares of Broadcom Acquiror Common Stock equal to the product of the number of shares of Company Capital Common Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Acquiror Common Stock) and (B) the per share exercise price for the shares of Broadcom Acquiror Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Common Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Broadcom Acquiror shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(d2.6(c) shall be applied consistent with this intent. (ii) Broadcom The Company shall assume the Company's obligationstake all necessary actions to amend, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant prior to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii)Effective Time, true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect Options to provide that except as set forth in Section 2.6(d) of the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16Disclosure Schedule, the per share repurchase price for the shares vesting of Broadcom Common Stock that were issued in exchange for shares of such Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, Options does not accelerate upon the occurrence consummation of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii). (iv) In the event of an increase pursuant to Section 1.16 in the number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other shares.

Company Options and Company Stock Plan. All At the Effective Time all unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Options then outstanding, whether vested or unvested, shall be, in connection with the Merger, be assumed by BroadcomParent in accordance with provisions described below. (i) At the Effective Time, each unexpired and unexercised Company Option issued pursuant to the NetDialog, Inc. 1997 Stock Plan adopted on August 18, 1997 (the "COMPANY STOCK PLAN") which is then outstanding, whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Parent together with the Company Stock PlanPlan in such manner that (i) Parent is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Internal Revenue Code, or (ii) such transaction, to the extent that Section 424 of the Internal Revenue Code does not apply to any such Company Options, would be a transaction within Section 424 of the Internal Revenue Code. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option so assumed by Broadcom Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (including including, without limitation, any repurchase rights or vesting provisions), provided that PROVIDED THAT (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, Option shall be exercisable for that number of whole shares of Broadcom Parent Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option (rounded down to the nearest whole number of shares of Broadcom Parent Common Stock) and (B) the per share exercise price for the shares of Broadcom Parent Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, Option shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option (rounded up to the nearest whole cent). Parent shall, from and after the Effective Time, upon exercise of the Company Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption by Parent. (ii) It is the intention of the parties that the Company Options assumed by Broadcom Parent shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(dSECTION 1.6(c) shall be applied consistent with this intent. (iiiii) Broadcom At the Effective Time, Parent shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii), true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any Any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as such terms were in effect on August 7, 2000the date of this Agreement) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase purchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effecteffect until such repurchase rights or purchase options lapse pursuant to their terms. (iv) At the Effective Time, Parent shall assume all Company Warrants which have not expired or been exercised prior thereto. In Each Company Warrant so assumed by Parent under this Agreement shall continue to have, and be subject to, the event same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), PROVIDED THAT (A) such Company Warrant shall be exercisable for that Broadcom issues any number of whole shares of Broadcom Parent Common Stock in equal to the First Earn-Out or Second Earn-Out pursuant product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Warrant immediately prior to Section 1.16, the Effective Time multiplied by the Exchange Ratio applicable to the Company Capital Stock subject to such Company Warrant (rounded down to the nearest whole number of shares of Parent Common Stock) and (B) the per share repurchase exercise price for the shares of Broadcom Parent Common Stock that were issued in exchange for shares issuable upon exercise of such assumed Company Warrant shall be equal to the quotient determined by dividing the exercise price per share of Company Common Capital Stock at which such Company Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. Company Warrant (iii) The Company agrees rounded up to take all actions necessary or advisable to cause all Company Optionsthe nearest whole cent). Parent shall, Company Stock Purchase Rights (if any) from and Company Restricted Stock to remain unchanged except (A) for after the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of timeEffective Time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii). (iv) In the event of an increase pursuant to Section 1.16 in the number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option Warrants in accordance with the same vesting schedule applicable terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to such other shareseach holder of an outstanding Company Warrant a document evidencing the foregoing assumption by Parent.

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any)Rights, then outstanding, whether vested or unvested, together with the Company Stock Plan, unvested shall be assumed by Broadcom Parent in accordance with the provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option then outstanding, whether vested or unvested, shall be, in connection with by virtue of the Merger, Merger and without any action on the part of any holder of a Company Option be assumed by Broadcom, together with the Company Stock PlanParent. Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) Option so assumed by Broadcom Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, Option shall be exercisable for that number of whole shares of Broadcom Parent Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option immediately prior to the Effective Time (assuming such Company Option were exercisable in full) multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Parent Common Stock) and ), (B) the per share exercise price for the shares of Broadcom Parent Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, Option shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Option was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up to the nearest whole cent)) and (C) the rights of first refusal provided in Section 11.1 of the Company Stock Plan and the terms and conditions of the Company Options (including but not limited to Section 8 of the standard terms and conditions for Company Options) providing for such right in favor of the Company shall terminate at the Effective Time and shall no longer be a term in any such Company Option to be assumed by Parent. It is the intention of the parties that the Company Options assumed by Broadcom Parent shall qualify following the Effective Time as incentive stock options as defined in Section section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the Time. The provisions of this Section 1.6(d2.1(d) shall be applied consistent with this intentthe intent described in the preceding sentence. (ii) Broadcom Parent shall assume the Company's ’s obligations, and shall be assigned the Company's ’s repurchase rights and purchase options, under any Restricted Stock Purchase Agreements restricted stock purchase agreements or option agreements entered into pursuant to the 1997 Company’s 2004 Equity Incentive Plan (the "“Company Stock Plan"”) and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii)Section 2.1(d)(ii) of the Disclosure Schedule, true and correct copies of which have been made available by the Company to BroadcomParent. Except as provided in Section 1.6(d)(iii2.1(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event ; provided, however, that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Parent Common Stock subject to any such repurchase right or purchase repurchase option shall be adjusted accordinglyequal to the quotient determined by dividing the per share repurchase price of such Company Restricted Stock immediately prior to the Effective Time by the Exchange Ratio (rounded to the nearest whole cent). (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) Options and Company Restricted Stock to remain unchanged except (A) for the conversion into options options, warrants or rights to purchase shares of Broadcom Parent Common Stock as provided for in this Section 1.6(d2.1(d), and (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Related Agreements shall be prevented from occurring through the modification, in a manner reasonably acceptable to BroadcomParent, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock Option (and any employment agreement or other agreement providing for such acceleration) prior to the date of this AgreementClosing Date, providedexcept for those stock or option agreements set forth on Schedule 2.1(d)(iii), however, that in lieu of receiving or accepting new offers of employment from Broadcom which contain acceleration features and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply be required to Company Options, Company Stock Purchase Rights (if any) be amended or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii)otherwise altered. (iv) As soon as practicable after the Effective Time, the Company shall take all actions necessary or advisable to effectuate this Section 2.1(d) including but not limited to providing holders of Company Options with notice of the assumption of the Company Options by Parent as provided for in this Section 2.1(d). In connection with the event assumption of an increase pursuant to Section 1.16 in the Company Options, Parent shall (i) reserve for issuance the number of shares of Broadcom Parent Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (A) shall be that will become subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned Options pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option Section 2.1, and (Bii) shall vest proportionately from and after the Effective Time, upon exercise of Company Options, make available for issuance all shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto. (v) Parent agrees to file with the SEC as promptly as practicable after the Closing Date, and in any event no later than sixty (60) days after the Closing Date, a registration statement on Form S-8 or other appropriate form under the Securities Act to register the maximum number of shares underlying such of Parent Common Stock issuable upon exercise of Company Option in accordance with the same vesting schedule applicable to such other sharesOptions.

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) Options and Company Stock Purchase Rights (if any)Rights, then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom in accordance with provisions set forth below. (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) then outstanding, whether vested or unvested, shall be, in connection with the Merger, assumed by Broadcom, together with the Company Stock Plan. Each Company Option, Company Warrant (if any) Option and Company Stock Purchase Right (if any) so assumed by Broadcom under this Agreement shall shall, except as provided in Section 1.6(d)(iii), continue to have, and be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any)Right, as the case may be, shall be exercisable for that number of whole shares of Broadcom Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Common Stock) and (B) the per share exercise price for the shares of Broadcom Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Option or Company Stock Purchase Right (if any)Right, as the case may be, shall be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant (if any) Option or Company Stock Purchase Right (if any) was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded up to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Broadcom shall qualify qualify, following the Effective Time Time, as incentive stock options as defined in Section 422 of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 1.6(d) shall be applied consistent with this intent. (ii) Broadcom shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive 1996 Stock Option Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii)) of the Company Disclosure Schedule, true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7June 30, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options options, warrants or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this AgreementClosing, provided, however, provided that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by or such portions of such Company Options, Company Stock Purchase Rights or Company Restricted Stock, to the individuals named extent set forth in Schedule Section 1.6(d)(iii) of the Company Disclosure Schedule, or any member of the Company's Board of Directors who is not an employee of the Company and (C) each such Company Option, Company Stock Purchase Right or Company Restricted Stock (other than a Permitted Grant) or such portions of such Company Options, Company Stock Purchase Rights or Company Restricted Stock that is required to be modified pursuant to the provisions of clause (B) of this Section 1.6(d)(iii) shall be further modified, in a manner acceptable to Broadcom, prior to the Effective Time to provide for vesting acceleration in the event that the Surviving Corporation terminates the employment of such Company Option, Company Stock Purchase Right or Company Restricted Stock holder without Cause within the twelve (12) months immediately following the Effective Time; provided that such acceleration of vesting shall only be for the portion which would have accelerated or continued after termination of employment under the applicable Company Option, Company Stock Purchase Right or Company Restricted Stock prior to such modification pursuant to clause (B) of this Section 1.6(d)(iii). (iv) In If any Company Warrant shall remain unexpired and unexercised at the event Effective Time, it shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time (including any repurchase rights or vesting provisions); provided that (A) such Company Warrant shall be exercisable for that number of an increase pursuant whole shares of Broadcom Common Stock equal to Section 1.16 the product of (I) the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (or, in the case of Company Warrants exercisable for Company Preferred Stock, upon exercise of such Company Warrant and conversion of the resulting Company Preferred Stock into Company Common Stock) immediately prior to the Effective Time multiplied by (II) the Exchange Ratio (with such product rounded down to the nearest whole number of shares of Broadcom Common Stock for which a Company Option is exercisable, the exercise price shall be adjusted accordingly and such additional shares (AStock) shall be subject to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other per share exercise price for the shares underlying of Broadcom Common Stock issuable upon exercise of such Company Option in accordance with Warrant shall be equal to the same vesting schedule applicable quotient determined by dividing (I) the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to such other sharesthe Effective Time by (II) the Exchange Ratio (rounded up to the nearest whole cent).

Company Options and Company Stock Plan. All unexpired and unexercised Company Options, Company Warrants (if any) and Company Stock Purchase Rights (if any), then outstanding, whether vested or unvested, together with the Company Stock Plan, shall be assumed by Broadcom Acquirer in accordance with the provisions set forth below.: (i) Each unexpired and unexercised Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) then outstandingOption outstanding as of the Effective Time, whether then- vested or unvestedunvested that is eligible to be registered on a registration statement on Form S-8 (or successor form), shall be, in connection with the Merger, assumed by BroadcomAcquirer (the “Assumed Option”), together with the Company Stock Plan. . (ii) Each Company Option, Company Warrant (if any) and Company Stock Purchase Right (if any) so assumed by Broadcom under this Agreement Assumed Option shall continue to have, and and, except for the amendments described in Section 5.15, be subject to, the same terms and conditions as were applicable to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) the Assumed Option immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (A) such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any), as the case may be, each Assumed Option shall be exercisable for that number of whole shares of Broadcom Acquirer Common Stock as is equal to (1) the product of Per Option Share Amount multiplied by (2) the number of shares of Company Capital Common Stock that were issuable upon exercise of such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) the Assumed Option immediately prior to the Effective Time multiplied by (assuming the Exchange Ratio applicable to Assumed Option was exercisable in full); provided, further, that the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) (rounded down to the nearest whole number of shares of Broadcom Common Stock) and (B) the exercise price per share exercise price for the shares of Broadcom Acquirer Common Stock issuable upon exercise of such assumed Company Option, Company Warrant (if any), Company Stock Purchase Right (if any), as the case may be, Assumed Option shall be equal to the quotient determined by dividing (1) the exercise price per share of Company Capital Stock at which such Company Option, Company Warrant the Assumed Option divided by (if any2) or Company Stock Purchase Right (if any) was exercisable immediately prior to the Effective Time by the Exchange Ratio applicable to the series of Company Capital Stock subject to such Company Option, Company Warrant (if any) or Company Stock Purchase Right (if any) Per Option Share Amount (rounded up to the nearest whole cent). It . (iii) Except for the amendments described in Section 5.15, it is the intention of the parties that the Company Options assumed by Broadcom shall qualify following the Effective Time as incentive stock options as defined in Section 422 assumption of the Internal Revenue Code to the same extent the Company Options qualified as incentive stock options immediately prior to shall be effected in a manner that is consistent with Section 424(a) of the Effective Time and the Code. The provisions of this Section 1.6(d1.7(f) shall be applied consistent with this intent. (ii) Broadcom shall assume the Company's obligations, and shall be assigned the Company's repurchase rights and purchase options, under any Restricted Stock Purchase Agreements entered into pursuant to the 1997 Equity Incentive Plan (the "Company Stock Plan") and the other restricted stock purchase agreements listed on Schedule 1.6(d)(ii), true and correct copies of which have been made available by the Company to Broadcom. Except as provided in Section 1.6(d)(iii), any and all restrictions on the Company Restricted Stock issued pursuant to the Company Stock Plan or such other agreements which do not lapse in accordance with their terms (as in effect on August 7, 2000) shall continue in full force and effect until such restrictions lapse pursuant to the terms of such agreements, and any repurchase rights or repurchase options which the Company has with respect to the Company Restricted Stock shall also continue in full force and effect. In the event that Broadcom issues any shares of Broadcom Common Stock intent described in the First Earn-Out or Second Earn-Out pursuant to Section 1.16, the per share repurchase price for the shares of Broadcom Common Stock that were issued in exchange for shares of Company Common Stock subject to any such repurchase right or purchase option shall be adjusted accordingly. (iii) The Company agrees to take all actions necessary or advisable to cause all Company Options, Company Stock Purchase Rights (if any) and Company Restricted Stock to remain unchanged except (A) for the conversion into options or rights to purchase shares of Broadcom Common Stock as provided for in this Section 1.6(d), (B) that any acceleration of vesting, continuation of vesting after termination of employment or other special vesting (whether with the passage of time, upon the occurrence of certain events or otherwise) that might occur, result from or be related to the transactions contemplated by this Agreement and the Ancillary Agreements shall be prevented from occurring through the modification, in a manner acceptable to Broadcom, of the applicable Company Option, Company Stock Purchase Right (if any) or Company Restricted Stock (and any employment agreement or other agreement providing for such acceleration) prior to the date of this Agreement, provided, however, that in lieu of receiving or accepting new offers of employment from Broadcom and executing and delivering to Broadcom a Non-Competition Agreement, the foregoing provisions in clause (B) of this Section 1.6(d)(iii) shall not apply to Company Options, Company Stock Purchase Rights (if any) or Company Restricted Stock owned by the individuals named in Schedule 1.6(d)(iii)preceding sentence. (iv) In Each unexpired and unexercised Company Option outstanding as of the event Effective Time that is not eligible to be registered on a registration statement on Form S-8 (or successor form), shall not be assumed by Acquirer under this Agreement (the “Unassumed Option”). All Unassumed Options will be cancelled and extinguished and converted into the right to receive, for each share of an increase pursuant to Section 1.16 in the number of shares of Broadcom Company Common Stock for which underlying such Unassumed Option, a Company cash amount equal to the Per Unassumed Option is exercisable, Cash Consideration less the applicable exercise price shall be adjusted accordingly and such additional shares (A) shall be subject in effect immediately prior to the same forfeiture provisions, the same limitations on exercise and the same rights of repurchase in favor of the Company (as assigned pursuant to this Agreement to Broadcom) as the other shares underlying such Company Option and (B) shall vest proportionately with the other shares underlying such Company Option in accordance with the same vesting schedule applicable to such other sharesEffective Time.