EX-10.4 5 a03036exv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 BROADCOM CORPORATION NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Broadcom Corporation (the "Corporation"):
Optionee: Alan E. Ross Grant Date: July 30, 2003 Vesting Commencement Date March 1, 2004 (the month after the final installment of Optionee's stock option of 250,000 shares of Common Stock granted to him on November 15, 2002 vests and becomes exercisable) Exercise Price: $20.71 per share Number of Option Shares: 250,000 Expiration Date: July 29, 2013 Type of Option: Non-Statutory Stock Option
Exercise Schedule: The Option shall become exercisable for fifteen thousand (15,000) of the Option Shares upon Optionee's completion of each month of Service over the seventeen (17) month period (with the last month for ten thousand (10,000) Option Shares) measured from the Vesting Commencement Date and shall become exercisable for the balance of the Option Shares upon Optionee's continuation in Service through the last business day in July 2005. Notwithstanding the foregoing, in the event Optionee continues in Service until such time as the Corporation hires or promotes another individual to replace Optionee as the Corporation's President and Chief Executive Officer, then the Option shall, immediately upon the hire or promotion date of such replacement President and Chief Executive Officer, vest in full and become exercisable for all of the Option Shares as fully vested shares. In no event shall the Option become exercisable for any additional Option Shares after Optionee's cessation of Service. The number of Option Shares for which the Option shall become exercisable on any installment vesting date specified above shall be adjusted to reflect any stock split, stock dividend, recapitalization or other change in the Corporation's outstanding shares of Class A common stock which is effected without the Corporation's receipt of consideration. Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Broadcom Corporation 1998 Stock Incentive Plan (the "Plan"). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee hereby acknowledges receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation's principal offices. No Employment or Service Contract. Nothing in this Notice or in the attached Stock Option Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus BROADCOM CORPORATION NOTICE OF GRANT OF STOCK OPTION Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.
Date: August 12, 2003 BROADCOM CORPORATION /s/ Alan E. Ross ------------------------------------- Optionee: Alan E. Ross /s/ William J. Ruehle - --------------------------------------- ------------------------------------- By: William J. Ruehle Vice President and Chief Financial Officer
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus BROADCOM CORPORATION NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Broadcom Corporation (the "Corporation"):
Optionee: Alan E. Ross Grant Date: January 11, 2004 Vesting Commencement Date January 11, 2004 Exercise Price: $36.78 per share Number of Option Shares: 250,000 Expiration Date: January 10, 2014 Type of Option: Non-Statutory Stock Option
Exercise Schedule: The Option shall become exercisable in a series of forty-eight (48) successive equal monthly installments upon Optionee's completion of each additional month of Service over the forty-eight (48)-month period measured from the Vesting Commencement Date. Notwithstanding the foregoing, in the event Optionee continues in Service until such time as the Corporation hires or promotes another individual to replace Optionee as the Corporation's President and Chief Executive Officer, then the Option shall, immediately upon the hire or promotion date of such replacement President and Chief Executive Officer, vest in full and become exercisable for all of the Option Shares as fully vested shares. In no event shall the Option become exercisable for any additional Option Shares after Optionee's cessation of Service. The number of Option Shares for which the Option shall become exercisable on any installment vesting date specified above shall be adjusted to reflect any stock split, stock dividend, recapitalization or other change in the Corporation's outstanding shares of Class A common stock which is effected without the Corporation's receipt of consideration. Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Broadcom Corporation 1998 Stock Incentive Plan (the "Plan"). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee hereby acknowledges receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation's principal offices. No Employment or Service Contract. Nothing in this Notice or in the attached Stock Option Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.
Date: January 14, 2004 BROADCOM CORPORATION /s/ Alan E. Ross ------------------------------------- Optionee: Alan E. Ross By: /s/ William J. Ruehle ----------------------------------- ------------------------------------- William J. Ruehle Address: Vice President and Chief Financial Officer
Attachments: A - Stock Option Agreement; B - Plan Summary and Prospectus
