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EXHIBIT 99.11
BROADCOM CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
GRANTS OUTSIDE
OPTION PLAN
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 31st day of May,
1999 by Broadcom Corporation, a California corporation ("Broadcom").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the Common Stock of Armedia, Inc., a
Delaware corporation ("Armedia"), which were granted to Optionee and are
evidenced by the following agreement between Armedia and Optionee: a
Nonstatutory Stock Option Agreement (the "Option Agreement").
WHEREAS, Armedia has been acquired by Broadcom through the merger (the
"Merger") of ARM Acquisition, Inc. ("MergerSub"), a wholly-owned subsidiary of
Broadcom, with and into Armedia, pursuant to the Agreement and Plan of
Reorganization dated April 23, 1999 by and among Broadcom, MergerSub and Armedia
(the "Reorganization Agreement").
WHEREAS, the provisions of the Reorganization Agreement require
Broadcom to assume all obligations of Armedia under all outstanding options at
the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Reorganization Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the Merger is .03765544
of a share of Broadcom Class B Common Stock ("Broadcom Stock") for each
outstanding share of Armedia Common Stock ("Armedia Stock").
WHEREAS, this Stock Option Assumption Agreement is effective as of the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Broadcom in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Armedia Stock subject to the outstanding
options held by Optionee immediately prior to the Effective Time (the "Armedia
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Broadcom hereby assumes, as of the Effective Time, all the duties and
obligations of Armedia under each of the Armedia Options. In connection with
such assumption, the number of shares of Broadcom Stock purchasable under each
Armedia Option hereby assumed and the exercise price payable
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thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the
number of shares of Broadcom Stock subject to each Armedia Option hereby assumed
shall be as specified for that option in attached Exhibit(s) A, and the adjusted
exercise price payable per share of Broadcom Stock under the assumed Armedia
Option shall also be as indicated for that option in attached Exhibit(s) A.
2. The intent of the foregoing adjustments to each assumed Armedia
Option is to assure that the difference between the aggregate fair market value
of the shares of Broadcom Stock purchasable under each such option and the
aggregate exercise price of such shares as adjusted pursuant to this Agreement
will, immediately after the consummation of the Merger, be not less than the
difference which existed, immediately prior to the Merger, between the then
aggregate fair market value of the Armedia Stock subject to the Armedia Option
and the aggregate exercise price of such shares in effect at such time under the
Option Agreement. Such adjustments are also intended to preserve, immediately
after the Merger, on a per share basis, the same ratio of exercise price per
option share to fair market value per share as that which existed under the
Armedia Option immediately prior to the Merger.
3. The following provisions shall govern each Armedia Option hereby
assumed by Broadcom:
(a) Unless the context otherwise requires, all references in
each Option Agreement (i) to the "Company" shall mean Broadcom, (ii) to
"Common Stock" shall mean shares of Broadcom Stock, (iii) to the "Board
of Directors" shall mean the Board of Directors of Broadcom and (iv) to
the "Committee" shall mean the Option Committee of the Board of
Directors of Broadcom.
(b) The grant date and the expiration date of each assumed
Armedia Option and all other provisions which govern either the
exercise or the termination of the assumed Armedia Option shall remain
the same as set forth in the Option Agreement applicable to that
option, and the provisions of the Option Agreement shall accordingly
govern and control Optionee's rights under this Stock Option Assumption
Agreement to purchase Broadcom Stock.
(c) Pursuant to the terms of the Option Agreement, none of
your options assumed by Broadcom in connection with the transaction
will terminate and cease to be outstanding upon the consummation of the
Merger. Each Armedia Option shall be assumed by Broadcom as of the
Effective Time. Each such assumed Armedia Option shall thereafter
continue to vest for any remaining unvested shares of Broadcom Stock
subject to that option on the same terms and in accordance with the
same installment vesting schedule as those in effect under the
applicable Option Agreement immediately prior to the Effective Time;
provided, however, that the number of shares of Broadcom Stock subject
to each such installment shall be adjusted to reflect the Exchange
Ratio.
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(d) For purposes of applying any and all provisions of the
Option Agreement to Optionee's status as an employee of or a consultant
to Armedia, Optionee shall be deemed to continue in such status as an
employee or a consultant for so long as Optionee renders services as an
employee of or a consultant to Broadcom or any present or future
Broadcom subsidiary. Accordingly, the provisions of the Option
Agreement governing the termination of the assumed Armedia Options upon
Optionee's cessation of service as an employee of or a consultant to
Armedia shall hereafter be applied on the basis of Optionee's cessation
of employee or consultant status with Broadcom and its subsidiaries,
and each assumed Armedia Option shall accordingly terminate, within the
designated time period in effect under the Option Agreement for that
option, following such cessation of service as an employee of or a
consultant to Broadcom and its subsidiaries.
(e) The adjusted exercise price payable for the Broadcom Stock
subject to each assumed Armedia Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option.
For purposes of determining the holding period of any shares of
Broadcom Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as Armedia Stock prior to
the Merger shall be included.
(f) In order to exercise each assumed Armedia Option, Optionee
must deliver to Broadcom a written notice of exercise in which the
number of shares of Broadcom Stock to be purchased thereunder must be
indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of Broadcom
Stock and should be delivered to Broadcom at the following address:
Broadcom Corporation
00000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Manager of Shareholder Services
4. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, Broadcom has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly-authorized officer as of the
31st day of May, 1999.
BROADCOM CORPORATION
By:
Xxxxx X. Xxxx, Esq.
Vice President, General Counsel
and Secretary
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands and agrees that all rights and liabilities
with respect to each of his or her Armedia Options hereby assumed by Broadcom
are as set forth in the Option Agreement and this Stock Option Assumption
Agreement.
DATED: __________________, 1999
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SIGNATURE OF OPTIONEE
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