EX-10.10 5 a27145exv10w10.txt EXHIBIT 10.10 Exhibit 10.10 STOCK OPTION AMENDMENT AGREEMENT This Agreement is made and entered into on this 29th day of December, 2006 between Broadcom Corporation (the "Company") and the undersigned holder of one or more options to purchase shares of the Company's Class A and/or Class B common stock (the "Optionee"). WHEREAS, the Company previously granted to Optionee the options identified on attached SCHEDULE I (the "Options") to purchase shares of the Company's Class A and/or Class B common stock under the Company's 1998 Stock Incentive Plan, as amended and restated (the "Plan"). WHEREAS, the Company and the Optionee entered into a formal Stock Option Agreement (the "Option Agreement") evidencing each such Option. WHEREAS, to avoid any potentially adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and any comparable provisions of applicable state tax law, the Optionee desires to amend each of the Options to increase the exercise price per share in effect for the unexercised portion of that Option that is potentially subject to Section 409A and identified as such on SCHEDULE I (the "Covered Portion") to the higher exercise price per share indicated for the Covered Portion of such Option on SCHEDULE I. NOW THEREFORE, the parties hereby agree as follows: 1. INCREASED EXERCISE PRICE. The exercise price per share set forth in the Option Agreement for each of the Options listed on SCHEDULE I is hereby increased, with respect to the shares subject to the Covered Portion of that Option, to the "New Exercise Price Per Share Following Amendment" set forth for that Option on SCHEDULE I. 2. ENTIRE AGREEMENT. This Agreement, together with the Option Agreements (to the extent not expressly amended hereby) and the Plan, represents the entire agreement of the parties with respect to the Options and supersedes any and all previous contracts, arrangements or understandings between the parties with respect to such Options. This Agreement may be amended at any time only by means of a writing signed by the Optionee and an authorized officer of the Company. 5. CONTINUATION OF OPTION AGREEMENTS. Except for the foregoing increases to the exercise prices per share for the Covered Portions of the Options, no other terms or provisions of the Option Agreements for such Options or the applicable Plans have been modified as a result of this Agreement, and those terms and provisions shall continue in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year indicated above. BROADCOM CORPORATION BY:/s/ Henry Samueli ----------------------------- TITLE: Chairman of the Board and Chief Technical Officer OPTIONEE By:/s/ Thomas Lagatta ------------------ Thomas Lagatta SCHEDULE I AMENDED OPTION(S)
NUMBER OF OUTSTANDING OPTION NEW SHARES EXERCISE EXERCISE SUBJECT PRICE PER PRICE PER TO SHARE SHARE AMENDED OPTION PRIOR TO FOLLOWING EXERCISE GRANT DATE NUMBER AMENDMENT AMENDMENT PRICE -------------------------------------------------------------------- 07/03/2002 N02255 $10.49330 $12.66700 19,061 -------------------------------------------------------------------- 07/03/2002 N02256 10.49330 12.66700 18,132 -------------------------------------------------------------------- 05/19/2003 F12970 13.33330 16.60700 135,939 --------------------------------------------------------------------