Exhibit 10.9
STOCK OPTION AMENDMENT AGREEMENT
This Agreement is made and entered into on this 29th day of December, 2006
between Broadcom Corporation (the "Company") and the undersigned holder of one
or more options to purchase shares of the Company's Class A and/or Class B
common stock (the "Optionee").
WHEREAS, the Company previously granted to Optionee the options identified
on attached SCHEDULE I (the "Options") to purchase shares of the Company's Class
A and/or Class B common stock under the Company's 1998 Stock Incentive Plan, as
amended and restated (the "Plan").
WHEREAS, the Company and the Optionee entered into a formal Stock Option
Agreement (the "Option Agreement") evidencing each such Option.
WHEREAS, to avoid any potentially adverse tax consequences under Section
409A of the Internal Revenue Code of 1986, as amended, and any comparable
provisions of applicable state tax law, the Optionee desires to amend each of
the Options to increase the exercise price per share in effect for the
unexercised portion of that Option that is potentially subject to Section 409A
and identified as such on SCHEDULE I (the "Covered Portion") to the higher
exercise price per share indicated for the Covered Portion of such Option on
SCHEDULE I.
NOW THEREFORE, the parties hereby agree as follows:
1. INCREASED EXERCISE PRICE. The exercise price per share set forth in the
Option Agreement for each of the Options listed on SCHEDULE I is hereby
increased, with respect to the shares subject to the Covered Portion of that
Option, to the "New Exercise Price Per Share Following Amendment" set forth for
that Option on SCHEDULE I.
2. ENTIRE AGREEMENT. This Agreement, together with the Option Agreements
(to the extent not expressly amended hereby) and the Plan, represents the entire
agreement of the parties with respect to the Options and supersedes any and all
previous contracts, arrangements or understandings between the parties with
respect to such Options. This Agreement may be amended at any time only by means
of a writing signed by the Optionee and an authorized officer of the Company.
5. CONTINUATION OF OPTION AGREEMENTS. Except for the foregoing increases
to the exercise prices per share for the Covered Portions of the Options, no
other terms or provisions of the Option Agreements for such Options or the
applicable Plans have been modified as a result of this Agreement, and those
terms and provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year indicated above.
BROADCOM CORPORATION
BY:/s/ Xxxxx Xxxxxxx
-----------------------------
TITLE: Chairman of the Board and
Chief Technical Officer
OPTIONEE
By:/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
SCHEDULE I
AMENDED OPTION(S)
NUMBER OF
OUTSTANDING
OPTION
NEW SHARES
EXERCISE EXERCISE SUBJECT
PRICE PER PRICE PER TO NEW,
SHARE SHARE AMENDED
OPTION PRIOR TO FOLLOWING EXERCISE
GRANT DATE NUMBER AMENDMENT AMENDMENT PRICE
--------------------------------------------------------------
07/03/2002 C02326 $10.49330 $12.74000 3,125
--------------------------------------------------------------
07/03/2002 F08076 10.49330 13.24000 352
--------------------------------------------------------------
07/03/2002 F10635 10.49330 13.01300 1,172
--------------------------------------------------------------
