LIMITED RELEASE UNDER MANAGEMENT SHAREHOLDERS AGREEMENT
EXHIBIT 10.2
LIMITED RELEASE UNDER MANAGEMENT SHAREHOLDERS AGREEMENT
This Limited Release Under Management Shareholders Agreement (the “Limited Release Agreement”) is entered into as of March 3, 2010, by and among Avago Technologies Limited (the “Company”), Xxxxxxx X. Xxxxxxxxx as Trustee for the Xxxxxxxxx Family Revocable Trust, dated June 6, 2007, and Bali Investments S.àr.l (“Bali”). The Company, Xx. Xxxxxxxxx and Bali are parties to that certain Management Shareholders Agreement, dated as of August 4, 2008 (the “MSA”), executed in connection with the employment of Xx. Xxxxxxxxx as the Senior Vice President and Chief Financial Officer of the Company. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the MSA.
WHEREAS, the MSA, among other matters, prohibits the transfer, sale, assignment, or disposition of ordinary shares of the Company owned by Xx. Xxxxxxxxx, or any permitted transferee of Xx. Xxxxxxxxx under the MSA, at any time prior to the fifth anniversary of the Purchase Date.
WHEREAS, the Company, Bali and Xx. Xxxxxxxxx wish to permanently release from all provisions of the MSA 7,390 ordinary shares of the Company purchased by Xx. Xxxxxxxxx as Co-Investment Shares on August 18, 2008, and held by the Xxxxxxxxx Family Revocable Trust, dated June 6, 2007 (the “Specified Co-Investment Shares”).
NOW, THEREFORE, the Company, Bali and Xx. Xxxxxxxxx hereby agree to permanently release from all provisions of the MSA the Specified Co-Investment Shares, and only the Specified Co-Investment Shares, and that the rights and obligations contained in the MSA shall cease to apply to the Specified Co-Investment Shares with effect from the date hereof. Other than the limited release contained in the preceding sentence, the MSA shall remain in full force and effect.
The foregoing limited release applies only to the transactions expressly set forth herein, and the Company and Bali retain their rights with respect to any future transactions in accordance with the terms of the MSA. This Limited Release Agreement shall become effective only at such time as it is executed and delivered by all of the undersigned parties set on the signature page hereto. Once effective, the foregoing limited release shall be legally binding and enforceable in accordance with its terms, and shall be binding upon and shall inure to the benefit of the undersigned’s heirs, successors and assigns. The foregoing release may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
(signature page follows)
This Limited Release Under Management Shareholders Agreement is executed and delivered by the undersigned parties as of March 3, 2010.
| BALI INVESTMENTS S.ÀR.L | ||
| By: | /s/ Xxxxxxx Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Manager | |
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Manager | |
| AVAGO TECHNOLOGIES LIMITED | ||
| By: | /s/ Xxxx X. Xxx | |
| Name: | Xxxx X. Xxx | |
| Title: | President and Chief Executive Officer | |
| /s/ Xxxxxxx X. Xxxxxxxxx | ||
| Xxxxxxx X. Xxxxxxxxx, as Trustee for the Xxxxxxxxx Family Revocable Trust, dated June 6, 20007 | ||
Signature page to Limited Release Under MSA—Xxxxxxxxx
Silver Lake Partners II Cayman, L.P. (“SLP Cayman”), Silver Lake Technology Investors II Cayman, L.P. (together with SLP Cayman, “Silver Lake”), KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium”), KKR European Fund, Limited Partnership (“KKR Europe”), KKR European Fund II, Limited Partnership (“KKR Europe II”), KKR Partners (International), Limited Partnership (together with KKR Millennium, KKR Europe and KKR Europe II, “KKR”) hereby confirm, approve and ratify the Limited Release Agreement, as of March 3, 2010, intending such confirmation, approval and ratification to constitute Majority Sponsor Approval under that certain Second Amended and Restated Shareholder Agreement dated as of August 11, 2009 among the Company, Silver Lake, KKR and certain other shareholders of the Company party thereto.
| 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 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 Xxx | |
| Name: |
Xxxxxxx X. Xxx | |
| Title: |
Director | |
Signature page to Limited Release Under MSA—Xxxxxxxxx
| 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 X. Xxxxxxxxxx | |
| Name: | Xxxxxxx X. 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 X. Xxxxxxxxxx | |
| Name: | Xxxxxxx X. 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 X. Xxxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxxx | |
| Title: | Director | |
| KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP | ||
| By: | KKR 1996 Overseas, Limited, its General Partner | |
| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxxx | |
| Title: | Director | |
Signature page to Limited Release Under MSA—Xxxxxxxxx
