H. WHEREAS, unless otherwise defined herein, capitalized terms used in this Agreement are defined in Section 11 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. Promotion Position. Executive shall be promoted to, and shall hold the title of, and have the authority and duties of, Chief Operating Officer, effective December 10, 2020. The period between and inclusive of December 10, 2020 and December 15, 2023 is referred to in this agreement as the Continuation Period. During the Continuation Period, Executive will report only to the Broadcom CEO or the Board. The Sales and Sales Operations functions of the Semiconductor Group, and Global Operations shall report directly to Executive in his capacity as Chief Operating Officer. In addition, Executive shall be invited to attend all Board meetings and participate in all earnings calls and consolidated financial review meetings.
3. Promotion Compensation.
(a) Effective as of December 10, 2020 through the duration of the Continuation Period, Executives annual base salary shall be $700,000 USD, payable in accordance with the Companys then standard payroll practices and subject to applicable taxes and withholdings (the Base Salary).
(b) For fiscal years 2021, 2022 and 2023, Executive shall be eligible to participate in the Companys Annual Performance Bonus Plan (the APB Plan) at an annual target percentage of 100% of his eligible earnings under the APB Plan, with payout based on corporate level metrics and individual performance. For avoidance of doubt, business division and function metrics shall not apply. Executives participation in the APB Plan is otherwise subject to all of the terms and conditions of the APB Plan.
(c) In addition, subject to approval of the Compensation Committee, 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 grants effective on December 15, 2020 while remaining contingent on the foregoing conditions. For the avoidance of doubt, if such Compensation Committee approval and stockholder approval is not obtained, Executive shall have no rights to such Broadcom equity grants and such awards shall be cancelled and of no further effect.
i a long term equity incentive award, with a target value of $15,000,000 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 50% of such equity consisting of Broadcom service-