H. WHEREAS, Executive has served as Broadcoms President and Chief Executive Officer since March 2006; and
I. WHEREAS, unless otherwise defined herein, capitalized terms used in this Agreement are defined in Section 9 below.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Term of Agreement. This Agreement shall become effective as of the Effective Date and terminate upon the date that all obligations of the parties hereto with respect to this Agreement have been satisfied.
2. Long Term Equity Incentive Award. Subject to approval of the Board and the Boards approval of an amendment and restatement of the Broadcom Corporation 2012 Stock Incentive Plan and stockholder approval at the annual meeting of the Companys stockholders in 2021 of such amended and restated plan, Executive shall be awarded the following Broadcom equity grant effective on December 15, 2020 while remaining contingent on the foregoing conditions. For the avoidance of doubt, if such Board approval and stockholder approval is not obtained, Executive shall have no rights to such Broadcom equity grant and such award shall be cancelled and of no further effect.
(a) a long term equity incentive award, with a target value of $25,000,000 and the target number of shares of Company common stock (shares) granted thereunder to Executive shall be calculated by dividing the target value by the closing price of the Companys common stock (NASDAQ) on December 15, 2020, with the resulting number of shares being rounded down to the nearest share, with 100% of such equity consisting of Broadcom performance-based restricted stock units at target (Broadcom PSUs, such grant, the Fiscal Year 2021 PSU Grant, and the number of shares subject to such Fiscal Year 2021 PSU Grant at target, the Fiscal Year 2021 PSU Target). The Fiscal Year 2021 PSU Grant will be subject to the terms of the equity incentive plan pursuant to which it is granted and the agreement evidencing such Broadcom PSUs.
i The Fiscal Year 2021 PSU Grant shall vest on October 29, 2023, based on the Companys total stockholder return (TSR) relative to the TSR of the companies that comprise the S&P 500 Index as measured over the period beginning on November 2, 2020 and ending on October 29, 2023 (the Performance Period), subject to Executives continued employment with Broadcom on the vesting date, except as provided by Section 2(a)(ii) or 2(a)(iii) herein. The Fiscal Year 2021 PSU Grant payout may range from 0% to 300% of the Fiscal Year 2021 PSU Target, and cannot exceed 300% of the Fiscal Year 2021 PSU Target. Such Fiscal Year 2021 PSU Grant payout shall be determined by the Board and made as soon as administratively practicable, and in any event within 60 days, following October 29, 2023. Additional details not inconsistent with the foregoing and Section 2(a)(ii) and Section 2(a)(iii) herein shall be set forth in the applicable award agreement.