EMPLOYMENT AGREEMENT
Exhibit 4.31
This
Employment Agreement (this “Agreement”) is entered into as
of the 30th day of Oct., 2007 by
and between Xxxxx Xxxxxx (“Executive”) and Avago Technologies U.S. Inc. (the “Employer”), a
wholly-owned subsidiary of Avago Technologies Limited (“Parent”, and together with the Employer,
the “Company”). This Agreement shall become effective as a valid and binding contract as of the
date first above written, provided that the operative provisions hereof shall not become effective
until November 1, 2007 (the “Effective Date”).
Whereas, Executive is currently employed by the Company; and
Whereas, the Company desires to continue to employ Executive, and Executive wishes to
be employed by the Company, on the terms set forth herein.
Now, Therefore, in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the parties hereto as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
For purposes of the Agreement, the following terms are defined as follows:
1.1 “Affiliate” means, with respect to any party, any corporation, limited liability company,
partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under
common Control with such party.
1.2 “Board” means the Board of Directors of Parent.
1.3 “Business” means the business of the Company as of the Effective Date, and any other business
activity or service in which the Company is engaged or making an active effort to develop business
at the time of termination of Executive’s employment with the Company or any Affiliate of the
Company.
1.4 “Cause” means:
(a) Executive’s willful refusal to perform in any material respect his lawful duties or
responsibilities for the Company or its Affiliates or willful disregard in any material respect of
any financial or other budgetary limitations established in good faith by the Board or the board of
any Affiliate by which Executive is employed; or (b) the engaging by the Executive in conduct that
causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its
Affiliates, including, but not limited to, misappropriation or conversion of assets of the Company
or its Affiliates (other than non-material assets); or (c) Executive’s engagement in an act of
moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.
No act or failure to act by Executive shall be deemed “willful” if done, or omitted to be done, by
Executive in good faith and with the reasonable belief that Executive’s action or omission was in
the best interest of the Company or its subsidiaries or consistent with Company policies or the
directive of the Board.
1.5 “Change in Control” means (i) the sale of all or substantially all of the assets of Parent and
its subsidiaries, taken as a whole to a person who is not an Affiliate of Parent or the Sponsors;
(ii) a sale by the Sponsors or any of their respective Affiliates resulting in more than fifty
percent (50%) of the voting shares of Parent being held by a person or related group of persons
that does not include the Sponsors or any of their respective Affiliates; or (iii) a merger or
consolidation of Parent into another person which is not an Affiliate of Parent or the Sponsors, if
and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a
majority of the Board (or the resulting entity).
1.6 “Confidentiality Agreement” means that certain Agreement Regarding Confidential Information and
Proprietary Development between Executive and Parent dated as of November 18, 2005.
1.7 “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least
fifty percent (50%) of the stock or participating assets entitled to vote for the election of
directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability
companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at
least fifty percent (50%) of the equity interest, or (B) the power to direct the management and
policies of the noncorporate entity.
1.8 “Covered Entity” means every Affiliate of Executive, and every business, association, trust,
corporation, partnership, limited liability company, proprietorship or other entity in which
Executive has invested (whether through debt or equity securities), or has contributed any capital
or made any advances to, or in which any Affiliate of Executive has an ownership interest or profit
sharing percentage, or a firm from which Executive or any Affiliate of Executive receives or is
entitled to receive income, compensation or consulting fees in which Executive or any Affiliate of
Executive has an interest as a lender (other than solely as a trade creditor for the sale of goods
or provision of services that do not otherwise violate the provisions of this Agreement); provided,
however, that only entities whose management decisions are influenced by Executive shall be
considered Covered Entities for purposes of this Agreement. Notwithstanding anything contained in
the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company
or any Affiliate of the Company.
1.9 “Disability” means a determination that Executive is unable to substantially perform the
material duties and responsibilities contemplated by this Agreement as a result of a disability
within the meaning of the Company’s disability insurance plan despite reasonable accommodation by
the Company as required by the Americans with Disabilities Act, which inability continues for a
period exceeding ninety (90) consecutive days or shorter periods exceeding ninety (90) days in the
aggregate during any period of one hundred eighty (180) consecutive days.
1.10 “Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the
Company for any reason other than for Cause. The termination of Executive’s
2
employment as a result of Executive’s death or Disability shall not be deemed to be an Involuntary
Termination Without Cause.
1.11 “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended and the
Department of Treasury Regulations and other interpretive guidance issued thereunder.
1.12 “Severance Period” means the period of time beginning with the effective date of Executive’s
termination of employment with the Company and ending on the earlier of (i) the twelve-month
anniversary of such termination of employment with the Company or (ii) the date Executive takes any
action, directly or indirectly, that, if such action had been taken while employed by the Company,
would breach the terms of Section 5.2 or Section 5.3 of this Agreement.
1.13 “Sponsors” means Kohlberg Kravis & Xxxxxxx Co., L.P. and Silver Lake Partners, LLC.
1.14 “Term” means the period commencing on the Effective Date and continuing until employment is
terminated pursuant to the provisions of this Agreement or otherwise.
1.15 “Territory” means each and every state, county, city or other political subdivision or
geographic location in the United States or in any other territory or jurisdiction outside of the
United States, in each case in which the Company or any Affiliate of the Company is engaged in the
Business.
1.16 “Voluntary Termination for Good Reason” means the voluntary termination by Executive of
Executive’s employment under this Agreement for any of the following reasons:
(a) A reduction in Executive’s Salary (other than as part of a broad salary reduction program
instituted because the Company or its affiliates are in financial distress);
(b) A substantial reduction in Executive’s duties and responsibilities;
(c) the elimination or reduction of Executive’s eligibility to participate in the Company’s
benefit programs that is inconsistent with the eligibility of executive employees of the Company to
participate therein;
(d) The Company informs Executive of its intention to transfer Executive’s primary workplace
to a location that is more than fifty (50) miles from Executive’s workplace as of the Effective
Date;
(e) The Company’s material breach of its obligations under this Agreement that is not cured
within sixty (60) days following written notice thereof; or
(f) any serious chronic mental or physical illness of a member of Executive’s family that
requires Executive to terminate Executive’s employment because of substantial interference with
Executive’s duties at the Company; provided, that at the Company’s request Executive shall provide
the Company with a written physician’s statement confirming the existence of such mental or
physical illness.
3
ARTICLE II
EMPLOYMENT BY THE COMPANY
EMPLOYMENT BY THE COMPANY
2.1 Position and Duties. During the Term, the Company hereby agrees to employ Executive in the
position of Senior Vice President and General Manager – Wireless Division and Executive hereby
agrees to provide services for the Company, on such terms and conditions as provided in this
Agreement. Executive shall perform such duties as are customarily associated with the position of
Senior Vice President and General Manager – Wireless Division and such other duties as are
commensurate with Executive’s position and are assigned to Executive by the Company. Executive
shall report to the Chief Executive Officer of Parent. While Executive is employed by the Company
during the Term, Executive shall devote Executive’s commercially reasonable efforts and
substantially all of Executive’s business time and attention (except for vacation periods and
reasonable periods of illness or other incapacities permitted by the Company’s general employment
policies or as otherwise set forth in this Agreement) to the business of the Company. Except with
the prior written consent of the Company, Executive shall not during the Term undertake or engage
in any other employment, occupation or business enterprise, other than ones in which Executive is a
passive investor and are not in violation of the provisions in Article V.
2.2 Employment Policies. The employment relationship between the parties shall also be governed by
the employment policies of the Company, including those relating to protection of confidential
information and assignment of inventions, except that when the terms of this Agreement differ from
or are in conflict with the Company’s employment policies, this Agreement shall control.
ARTICLE III
COMPENSATION
COMPENSATION
3.1 Base Salary. During the Term, Executive shall receive for services to be rendered hereunder an
annual base salary of $321,732 (as may be adjusted from time to time, the “Salary”), payable on the
regular payroll dates of the Company as may be in effect from time to time.
3.2 Target Bonus. During the Term, Executive shall be eligible to participate in the Avago
Performance Bonus program with an annual bonus targeted at 40% of Executive’s Salary on the terms
and conditions determined by the Company (the “Target Bonus”).
3.3 Equity Compensation. Subject to Board approval, Executive shall be granted options to purchase
a total of 179,166 ordinary shares of Parent (the “Options”) in accordance with the Amended and
Restated Equity Incentive Plan for Executive Employees of Avago Technologies
4
Limited and Subsidiaries, as may be amended from time to time. The Options shall have an exercise
price equal to the fair market value of the ordinary shares of Parent on their date of grant.
Fifty percent (50%) of the Options shall become vested and exercisable at a rate of twenty percent
(20%) per year over five years from the date of grant, subject to Executive’s continued
employment
with the Company through each vesting date. Fifty percent (50%) of the Options shall become vested
and exercisable at a rate of twenty percent (20%) per year over five years from the date of grant,
subject to Executive’s continued employment with the Company through each vesting date and the
achievement of certain performance targets, as determined by the Board in its sole discretion.
3.4 Standard Company Benefits. During the Term, Executive shall be entitled to all rights and
benefits under the terms and conditions of the standard Company benefits and compensation practices
that may be in effect from time to time and are provided by the Company to similarly situated
employees generally.
ARTICLE IV
TERMINATION
TERMINATION
4.1 Termination for Cause; Voluntary Termination for Any Reason other than Good Reason. In the
event that the Company terminates Executive’s employment for Cause or in the event Executive
terminates Executive’s employment for any reason other than a Voluntary Termination for Good
Reason, the Company shall have no obligation to Executive except for payment of any Salary,
vacation and expense reimbursement accrued and unpaid to the effective date of termination and
except as otherwise required by law (collectively, the “Accrued Obligations”). The date of a
resignation by Executive shall be the date specified in a written notice of resignation from
Executive to the Company, provided that Executive shall provide at least thirty (30) days’ advance
written notice of Executive’s resignation.
4.2 Involuntary Termination Without Cause; Voluntary Termination for Good Reason. In the event
that, prior to the second anniversary of the Effective Date, Executive’s employment terminates due
to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability, or a
Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued
Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the
applicable revocation period) of a general release of all claims against the Company and its
Affiliates in a form acceptable to the Company (a “General Release”), the Company shall (i)
continue to pay Executive’s Salary for the Severance Period on the regular payroll dates of the
Company as may be in effect from time to time, and (ii) the vesting of each option to purchase the
ordinary shares of Parent held by Executive immediately prior to such termination shall accelerate
to the extent such option would otherwise have vested had Executive remained employed through the
second anniversary of the Effective Date. Except as provided in this Section 4.2 or as otherwise
required by applicable law, Executive shall have no right under this Agreement or otherwise to
receive any other compensation or to participate in any other plan, program or arrangement,
including, without limitation, any employee benefit plans, after an Involuntary Termination Without
Cause or Voluntary Termination for Good Reason with respect to the year of such termination and
later years.
5
4.3 Termination On or After a Change in Control. In the event that, after the second anniversary of
the Effective Date and within the 3 month period immediately prior to or the 12-month period
commencing on a Change in Control, Executive’s employment is terminated by the Company due to an
Involuntary Termination Without Cause, Executive’s death or Executive’s
Disability or by Executive
due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s
Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during
the applicable revocation period) of a General Release, the Company shall (i) continue to pay
Executive’s Salary for the Severance Period on the regular payroll dates of the Company as may be
in effect from time to time, and (ii) pay to Executive on the date such payment is made to the
executives of the Company, the lesser of Executive’s Target Bonus for the year during which such
termination of employment occurs and the Target Bonus amount paid to Executive for the year prior
to the year during which Executive’s employment terminates, and (iii) the vesting of each option to
purchase the ordinary shares of Parent held by Executive immediately prior to such termination
shall immediately become vested and exercisable with respect to that number of shares which such
options would have become vested and exercisable over the succeeding 12-month period based solely
on the passage of time and Executive’s performance of services. Except as provided in this Section
4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement
or otherwise to receive any other compensation or to participate in any other plan, program or
arrangement, including, without limitation, any employee benefit plans, after an Involuntary
Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period
commencing on a Change in Control with respect to the year of such termination and later years.
ARTICLE V
COVENANTS OF EXECUTIVE
COVENANTS OF EXECUTIVE
5.1 Confidentiality Agreement. Executive hereby acknowledges and understands that Executive
remains bound by the Confidentiality Agreement, and the provisions of the Confidentiality Agreement
shall survive any termination of this Agreement or of Executive’s employment relationship with the
Company as set forth in the Confidentiality Agreement.
5.2 Non-Compete. During the Term, Executive shall not, either directly or indirectly, individually
or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business
or enterprise that competes with the Business in the Territory. During the Term Executive shall
not, either directly or indirectly, individually or by or through any Covered Entity, invest in
(whether through debt or equity securities), contribute any capital or make any advances to, take
an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive
income, compensation or consulting fees from, any entity or person involved in the Business in the
Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2 prohibits
Executive or any Affiliate of Executive from owning less than two percent (2%) of any class of
voting securities publicly held and quoted on a recognized securities exchange or inter-deal
quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by
virtue of such ownership or the incidents thereof; provided, however, that Executive hereby
acknowledges and agrees that the ownership of securities permitted herein is limited to a passive
investment and that Executive is hereby prohibited from actively participating in the business of
or otherwise maintaining a relationship with such issuer that
6
would contravene the restricted activities contemplated by this Section 5.2, other than to
participate in the general rights and benefits as a shareholder thereof.
5.3 Non-Solicitation. During the Term and for twelve (12) months thereafter, Executive shall not,
either directly or indirectly and shall not permit any Covered Entity which is Controlled by
Executive to, either directly or indirectly, (a) solicit, or take any other action that is intended
to solicit, the business of any customers of the Company or any of its Affiliates, (b) solicit,
take away, or attempt to solicit or take away (either on such Executive’s behalf or on behalf of
any other person or entity) any person (i) who is then an employee of the Company or any Affiliate
of the Company, or (ii) who has terminated his or her employment with the Company or any Affiliate
of the Company within the six (6) months preceding such solicitation or other action, or (c) entice
or solicit or attempt to induce, solicit or influence (either on such Executive’s behalf or on
behalf of any other person or entity) any employee of the Company or any Affiliate of the Company
to terminate or otherwise leave their employment with the Company or any Affiliate of the Company.
5.4 Enforcement; Remedies. Executive hereby agrees and acknowledges that the Company has a valid
and legitimate business interest in protecting the Business in the Territory from any activity
prohibited by Article V hereof. Executive acknowledges that Executive’s expertise in the Business
is of a special and unique character which gives this expertise a particular value, and that a
breach of the covenants in Article V hereof by Executive will cause serious and irreparable harm to
the Company. Executive therefore acknowledges that a breach of the covenants in Article V hereof
by Executive cannot be adequately compensated in an action for damages at law, and equitable relief
would be necessary to protect the Company from a violation of this Agreement and from the harm
which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the
Company is entitled, in addition to any other remedies it may have under this Agreement or
otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail
any breach of this Agreement without any requirement to prove actual damages or post a bond.
Executive acknowledges, however, that no specification in this Agreement of a particular legal or
equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or
equitable remedies in the event of a breach of this Agreement by Executive.
5.5 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that
each of the covenants under this Article V be read and interpreted with every reasonable inference
given to its enforceability. However, it is also the parties’ intent that if any term, provision
or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the
provisions thereof shall remain in full force and effect and shall in no way be affected, impaired
or invalidated. It is also the parties’ intent that if it is determined any of the covenants are
unenforceable because of overbreadth, then the covenants shall be modified so as to make them
reasonable and enforceable under the prevailing circumstances.
ARTICLE VI
GENERAL PROVISIONS
GENERAL PROVISIONS
7
6.1 Notices. All notices and other communications under or in connection with this Agreement shall
be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if
delivered by registered or certified mail (return receipt requested), upon the earlier of actual
delivery or three (3) business days after being mailed, (iii) if given by overnight
courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given
by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case
to the parties at the following addresses:
| To the Company: | Avago Technologies | |||||
| Attn: General Counsel | ||||||
| 000 X. Xxxxxxx Xxxx, XX 90MG | ||||||
| Xxx Xxxx, XX 00000 | ||||||
| Facsimile: 000-000-0000 | ||||||
| To Executive: | Xxxxx Xxxxxx | |||||
| 0000 Xxxxxxx Xxxxx | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| Facsimile: |
6.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained
herein.
6.3 Modifications; Waivers. Waivers or modifications of this Agreement, or of any covenant,
condition, or limitation contained herein, are valid only if in writing duly executed by the
parties hereto. If either party should waive any breach of any provisions of this Agreement, they
shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.
6.4 Entire Agreement.
(a) This Agreement (including any attachments and exhibits hereto) contains the parties’ sole
and entire agreement regarding the subject matter hereof, and supersedes any and all other
agreements, understandings, statements and representations of the parties, including, but not
limited to, any offer letter agreement, employment agreement or other agreement regarding
Executive’s compensation or terms of employment entered into prior to the Effective Date.
(b) The parties acknowledge and agree that, except for those representations specifically
referenced herein, no party has made any representations (i) concerning the subject matter hereof
or (ii) inducing the other party to execute and deliver this Agreement. The parties have relied on
their own judgment in entering into this Agreement.
8
6.5 Counterparts. This Agreement may be executed in one or more separate counterparts, including
electronically transmitted counterparts, any one of which need not contain signatures
of more than
one party, but all of which shall be deemed an original and taken together will constitute one and
the same Agreement.
6.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not
be deemed to constitute a part hereof nor to affect the meaning thereof.
6.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be
enforceable by Executive and the Company, and their respective successors, assigns, heirs,
executors and administrators, except that Executive may not assign any of Executive’s duties
hereunder and Executive may not assign any of Executive’s rights or other interest herein (except
in connection with any assignment of rights to receive consideration hereunder by or to Executive’s
estate made upon the death of Executive) to any party without the prior written consent of the
Company, and any such purported assignment shall be null and void. Notwithstanding the foregoing,
the Company may, without obtaining the consent of Executive, assign any or all of its rights and
obligations under this Agreement to any of its Affiliates; provided, however, that any such
assignment shall not expand the obligations or restrictions of Executive. To the extent that the
Company assigns its rights and obligations hereunder, the Company shall not be relieved of its
obligations hereunder in respect of any such assignment.
6.8 Survival of Rights and Obligations. The rights and obligations of the parties as stated herein
shall survive the termination of this Agreement.
6.9 Joint Preparation. All parties to this Agreement have negotiated it at length, and have had
the opportunity to consult with and be represented by their own competent counsel. This Agreement
is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity
existing in it shall not be interpreted against any party, but rather shall be interpreted
according to the rules generally governing the interpretation of contracts.
6.10 Arbitration. Executive and the Company agree that any and all disputes, claims, or causes of
action arising from or relating to the enforcement, breach, performance or interpretation of this
Agreement, Executive’s employment, or the termination of Executive’s employment, shall be resolved
to the fullest extent permitted by law by final, binding and confidential arbitration, by a single
arbitrator, in Santa Xxxxx County, California, conducted by Judicial Arbitration and Mediation
Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this
arbitration procedure, both Executive and the Company waive the right to resolve any such dispute
through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the
authority to compel adequate discovery for the resolution of the dispute and to award such relief
as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include
the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator
shall be authorized to award any or all remedies that Executive or the Company would be entitled to
seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount
of court fees that would be required if the dispute were decided in a court of law. Nothing in
this Agreement is intended to prevent either Executive or the Company from obtaining injunctive
relief in court to prevent irreparable harm pending the conclusion of any such arbitration.
Notwithstanding the
9
foregoing, Executive and the Company each have the right to resolve any issue or dispute over
intellectual property rights by Court action instead of arbitration.
6.11 Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall
be, for the benefit of any person, firm, organization, corporation or entity not a party hereto,
and no such other person, firm, organization, corporation or entity shall have any right or cause
of action hereunder.
6.12 Withholding. The Company shall be entitled to withhold from any amounts payable under this
Agreement any federal, state, local or foreign withholding or other taxes or charges which the
Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if
any questions as to the amount or requirement of withholding shall arise.
6.13 Attorneys’ Fees. If either party hereto brings any action to enforce rights hereunder, each
party in any such action shall be responsible for its own attorneys’ fees and costs incurred in
connection with such action.
6.14 Choice of Law. All questions concerning the construction, validity and interpretation of this
Agreement will be governed by the laws of the State of California without regard to the conflicts
of law provisions thereof.
6.15 Internal Revenue Code Section 409A. Notwithstanding any provision of this Agreement to the
contrary, if, at the time of Executive’s termination of employment with the Company, Executive is
deemed to be a “specified employee” as defined in Section 409A of the Code, any payment or benefit
that otherwise would be paid to Executive during the period of time beginning with such termination
of employment and ending on the earliest of (i) the date which is six months after Executive’s
“separation from service” for any reason, other than death or “disability” (as such terms are used
in Section 409A(a)(2) of the Code) or (ii) the date of Executive’s death or “disability” (as such
term is used in Section 409A(a)(2)(C) of the Code) shall instead be paid to Executive in a lump sum
as soon as practicable following such period of time (for the avoidance of doubt, any installment
payments due to Executive after such period of time shall not be accelerated). The provisions of
this Section 6.15 shall only apply to the extent required to avoid Executive’s incurrence of any
penalty tax or interest under Section 409A or any regulations or guidance promulgated thereunder.
(Signature page follows)
10
In Witness Whereof, the parties have executed this Employment Agreement on the day
and year first above written.
| AVAGO TECHNOLOGIES | ||||||
| By: | /s/ Xxxx X. Xxx | |||||
| Name: Xxxx X. Xxx | ||||||
| Title: President | ||||||
| EXECUTIVE | ||||||
| /s/ Xxxxx Xxxxxx | ||||||
| XXXXX XXXXXX | ||||||
[Signature Page to Avago Technologies U.S. Inc. Employment Agreement]
