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EXHIBIT 99.7
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement (the "Issuance Agreement")
by and between Broadcom Corporation (the "Corporation") and ______
("Participant") evidencing the stock issuance made on this date to Participant
under the terms of the Corporation's 1998 Stock Incentive Plan, and such
provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CHANGE IN CONTROL
1. To the extent the Repurchase Right is continue in full force and
effect pursuant to the terms of the Change in Control transaction, no
accelerated vesting of the Purchased Shares shall occur upon that Change in
Control, and the Repurchase Right shall be assigned to the successor corporation
(or parent thereof) in the Change in Control transaction. Accordingly, the
Participant shall, over his or her period of Service following the Change in
Control, continue to vest in the Purchased Shares in one or more installments in
accordance with the provisions of the Issuance Agreement.
2. Immediately upon an Involuntary Termination of Participant's Service
within eighteen (18) months following the Change in Control, the Repurchase
Right shall terminate automatically and all the Purchased Shares shall vest in
full.
3. For purposes of this Addendum, the following definitions shall be in
effect:
An INVOLUNTARY TERMINATION shall mean the termination of
Participant's Service by reason of:
(i) Participant's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following (A)
a change in Participant's position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces
Participant's duties and responsibilities or the level of management
to which Participant reports, (B) a reduction in Participant's level
of compensation (including base salary, fringe benefits and target
bonus under any corporate performance based bonus or incentive
programs) by more than fifteen percent (15%) or (C) a relocation of
Participant's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected
by the Corporation without Participant's consent.
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MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by the Participant of confidential information or trade secrets
of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by the Participant adversely affecting the business or affairs
of the Corporation (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider
as grounds for the dismissal or discharge of the Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary).
IN WITNESS WHEREOF, Broadcom Corporation has caused this Addendum to
be executed by its duly-authorized officer as of the Effective Date
specified below.
BROADCOM CORPORATION
By:_________________________________
Title:______________________________
EFFECTIVE DATE:__________________, 199__
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