Options and Restricted Stock Units. Upon the commencement of your services as President and Chief Executive Officer of Broadcom on a full-time basis (the "Start Date"), you will receive a stock option grant to purchase two million (2,000,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the NASDAQ National Market as of the Start Date. This option to purchase stock will vest with respect to 25% of the underlying shares upon the first anniversary of the Start Date. The remaining 75% of shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of thirty-six months following the first anniversary of the Start Date. The stock option shall have a ten year term. On or about the first anniversary of the Start Date, and provided that you are still employed as Chief Executive Officer of Broadcom or its highest parent entity, if any, on the grant date, you will receive an additional stock option grant to purchase five hundred thousand (500,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the Nasdaq National Market on the grant date. The shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of forty-eight months following the first anniversary of the Start Date. The stock option shall have a ten year term. The foregoing grants will be made by the Committee pursuant to Broadcom's 1998 Stock Incentive Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan together with our current forms of notice of grant of stock option and stock option agreement. The terms and conditions set forth therein are subject to change from time to time. Except as otherwise specifically provided herein, the stock option grants described above will
Appears in 1 contract
Sources: Employment Agreement (Broadcom Corp)
Options and Restricted Stock Units. Upon the commencement of your services as President and Chief Executive Officer of Broadcom on a full-time basis (the "Start Date"), you will receive a stock option grant to purchase two million (2,000,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the NASDAQ National Market as of the Start Date. This option to purchase stock will vest with respect to 25% of the underlying shares upon the first anniversary of the Start Date. The remaining 75% of shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of thirty-six months following the first anniversary of the Start Date. The stock option shall have a ten year term. On or about the first anniversary of the Start Date, and provided that you are still employed as Chief Executive Officer of Broadcom or its highest parent entity, if any, on the grant date, you will receive an additional stock option grant to purchase five hundred thousand (500,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the Nasdaq National Market on the grant date. The shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of forty-eight months following the first anniversary of the Start Date. The stock option shall have a ten year term. The foregoing grants will be made by the Committee pursuant to Broadcom's 1998 Stock Incentive Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan together with our current forms of notice of grant of stock option and stock option agreement. The terms and conditions set forth therein are subject to change from time to time. Except as otherwise specifically provided herein, the stock option grants described above willwill Mr. Scott A. McGregor BROADCOM CONFIDENTIAL ▇▇▇▇▇▇▇ ▇▇, 2004 Page 3 have the same terms and conditions as those made generally available to newly-hired Broadcom executives at the time that your respective grants are made, and will be evidenced by agreements substantially in the forms provided to you. Such grants and any shares acquired pursuant to such grants shall also be subject to the restrictions provided in the settlement of Broadcom's shareholder derivative securities litigation (David v. Wolfen, et al). On the Start Date, the Committee will award ▇▇▇ ▇ ▇▇▇▇▇ ▇▇der the 1998 Stock Incentive Plan of two hundred thousand (200,000) restricted stock units to acquire, with no cash payment on your part (other than applicable income and employment taxes), an equal number of shares of Broadcom Class A Common Stock. These restricted stock units will generally vest in equal quarterly installments, on each quarterly date that is generally utilized by Broadcom for the vesting of restricted stock units issued to other Broadcom employees, or if no such quarterly date is generally utilized by Broadcom then on each quarterly anniversary of the Start Date, over the period of thirty-six months following the Start Date. Vesting of such restricted stock units shall not be subject to performance criteria other than continued service as an employee. The applicable number of shares of Class A Common Stock, which unless otherwise agreed shall be issued to you upon each vesting date of the restricted stock units, will be vested and unrestricted, except for any applicable restrictions under the securities laws. All of the above equity grants and underlying shares of common stock and any other compensatory equity awards subsequently provided to you will be fully covered by an effective registration statement on Form S-8 (or other applicable registration statement) filed by Broadcom with the Securities and Exchange Commission (the "SEC"). The Committee granting your compensatory equity awards will be constituted in such a manner that such equity grants are exempt from liability under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), provided that an applicable exemption from liability continues to exist under the Exchange Act and applicable regulations promulgated thereunder. To the extent permitted from time to time by applicable law, and subject to the restrictions provided in the settlement of Broadcom's shareholder derivative securities litigation (David v. Wolfen, et al), you will be able to exercise any stock optio▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇ou through a same day sale program established with a nationally recognized securities brokerage firm of your choice that is reasonably acceptable to Broadcom. For your restricted stock units and any other restricted stock or equity awards that create taxable income to you at the time of vesting, if you are precluded by law at the time of vesting from selling Broadcom equity in an amount sufficient to result in proceeds at least equal to the tax obligation created by such vesting, then you shall, to the extent permitted from time to time by applicable law, be permitted to satisfy the applicable tax withholding obligations arising from the vesting of such awards through share withholding by Broadcom. To the extent permitted from time to time by applicable law, you will also be permitted to implement and maintain, at your discretion, an exercise and selling trading plan covering your Broadcom equity in accordance with Rule 10b5-1 of the Exchange Act (a "10b5-1 Plan"). To the Confidential Treatment Requested Omitted Portions Marked with [ * ] and Filed Separately with the SEC Mr. Scott A. McGregor BROADCOM CONFIDENTIAL ▇▇▇▇▇▇▇ ▇▇, 2004 Page 4 extent permitted from time to time by applicable law, you will be permitted to have an operational 10b5-1 Plan commencing at the time you select (provided that Broadcom must approve any commencement date that is within the first 90 days after the Start Date) and continuing during the entire time that you render services to Broadcom and you may, in your discretion, keep a 10b5-1 Plan active through the date that is 24 months after cessation of all your services to Broadcom. Any such plan will be in a form reasonably acceptable to Broadcom and will be established with a nationally recognized securities brokerage firm of your choice that is reasonably acceptable to Broadcom. ANNUAL COMPENSATION REVIEW Commencing in 2006, your total compensation for services rendered to the company will be reviewed by the Committee no later than the end of the second fiscal quarter of each year for possible increases considering the total compensation of chief executive officers of similarly situated companies and your performance as President and Chief Executive Officer of Broadcom. The Committee has no obligation to make any such increase, and you acknowledge that in any event the mix of your total compensation among salary, bonus and equity components may well differ from that of such other chief executive officers.
Appears in 1 contract
Sources: Employment Agreement (Broadcom Corp)