Termination and Agreement
Exhibit 10.56
This Termination and Agreement is entered as of January 21, 2010 by and among Avago Technologies Limited (the “Company”), Bali Investments S.àr.l., a Luxembourg company (“Bali”), Xxxx X. Xxxxx and the other parties appearing on the signature pages hereto.
RECITALS
WHEREAS, Xx. Xxxxx has entered into a Management Shareholder Agreement with the Company and Bali (as amended from time to time, the “MSA”);
WHEREAS, Xx. Xxxxx previously submitted his resignation from the Company’s board of directors (the “Board”), effective as of March 4, 2010, and has subsequently indicated that he intends to resign from the Board upon the earlier of (i) the completion of the Offering (as defined below) and (ii) March 4, 2010 (the “Resignation”);
WHEREAS, Xx. Xxxxx has expressed a desire to participate in the offering and sale of ordinary shares of the Company (the “Shares”) held by certain of its shareholders, including Bali, pursuant to the Company’s registration statement on Form S-1 (File No. 333-164368) filed with the Securities and Exchange Commission (the “Offering”), and to include his Shares (upon the exercise of vested options to acquire Shares) in the Offering;
WHEREAS, in connection with the Resignation, the parties hereto desire to terminate the MSA; and
WHEREAS, Bali would like to enable Xx. Xxxxx to sell up to 629,166 Shares in the Offering.
NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt of sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Termination of MSA. Xx. Xxxxx’x MSA is hereby terminated, effective on the earlier of (i) the completion of the Offering and (ii) March 4, 2010.
2. The Offering. Bali hereby agrees that its pro rata allocation of the Shares to be sold in the Offering shall be reduced to the extent necessary to allow Xx. Xxxxx to sell up to 629,166 Shares in the Offering, all of which shall be Firm Shares (as defined in the underwriting agreement relating to the Offering by and among the Company, the selling shareholders named therein and the underwriters of the Offering (the “Underwriting Agreement”)); provided, that none of Xx. Xxxxx’x Shares shall be included as Option Shares (as defined in the Underwriting Agreement).
3. Miscellaneous. This Termination and Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same instrument.
[Signatures to Follow]
This Termination and Agreement is executed this 21st day of January, 2010.
| AVAGO TECHNOLOGIES LIMITED | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Senior Vice President and Chief Financial Officer | |
| BALI INVESTMENTS S.À X.X. | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Manager | |
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Manager | |
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | ||
[Signature Page to Termination and Agreement (Xxxxx)]
This Termination and Agreement is executed this 21st day of January, 2010.
| SILVER LAKE PARTNERS II CAYMAN, L.P. | ||
| By: | Silver Lake Technology Associates II Cayman, L.P., its General Partner | |
| By: | Silver Lake (Offshore) AIV XX XX, Ltd., its General Partner | |
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Director | |
| SILVER LAKE TECHNOLOGY INVESTORS II CAYMAN, L.P. | ||
| By: | Silver Lake (Offshore) AIV XX XX, Ltd., its General Partner | |
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Director | |
[Signature Page to Termination and Agreement (Xxxxx)]
This Termination and Agreement is executed this 21st day of January, 2010.
| KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP | ||
| By: | KKR Associates Millennium (Overseas), Limited Partnership, its General Partner | |
| By: | KKR Millennium Limited, its General Partner | |
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Director | |
| KKR EUROPEAN FUND, LIMITED PARTNERSHIP | ||
| By: | KKR Associates Europe, Limited Partnership, its General Partner | |
| By: | KKR Europe Limited, its General Partner | |
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Director | |
| KKR EUROPEAN FUND II, LIMITED PARTNERSHIP | ||
| By: | KKR Associates Europe II, Limited Partnership, its General Partner | |
| By: | KKR Europe II Limited, its General Partner | |
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Director | |
| KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP | ||
| By: | KKR 1996 Overseas, Limited, its General Partner | |
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Director | |
[Signature Page to Termination and Agreement (Xxxxx)]
