10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number: 000-23993

Broadcom Corporation

(Exact Name of Registrant as Specified in Its Charter)

California	33-0480482
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

5300 California Avenue
Irvine, California 92617-3038
(Address of Principal Executive Offices) (Zip Code)

(949) 926-5000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of September 30, 2010 the registrant had 456.5 million shares of Class A common stock, $0.0001 par value, and 55.2 million shares of Class B common stock, $0.0001 par value, outstanding.

BROADCOM CORPORATION

QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION			2
Item 1.	Financial Statements		2
	Unaudited Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009		2
	Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2010 and 2009		3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		52
Item 4.	Controls and Procedures		53
PART II. OTHER INFORMATION			54
Item 1.	Legal Proceedings		54
Item 1A.	Risk Factors		54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		62
Item 3.	Defaults upon Senior Securities		63
Item 4.	(Removed and Reserved)		63
Item 5.	Other Information		63
Item 6.	Exhibits		63

     Broadcom^® and the pulse logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

^© 2010 Broadcom Corporation. All rights reserved.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROADCOM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2010			2009
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,245,940		$	1,397,093
Short-term marketable securities		1,148,139			532,281
Accounts receivable, net		798,266			508,627
Inventory		534,855			362,428
Prepaid expenses and other current assets		105,661			113,903
Total current assets		3,832,861			2,914,332
Property and equipment, net		253,339			229,317
Long-term marketable securities		520,276			438,616
Goodwill		1,410,542			1,329,614
Purchased intangible assets, net		205,183			150,927
Other assets		50,810			64,436
Total assets	$	6,273,011		$	5,127,242
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	567,822		$	437,353
Wages and related benefits		193,216			190,315
Deferred revenue and income		59,221			87,388
Accrued liabilities		404,260			433,294
Total current liabilities		1,224,519			1,148,350
Long-term deferred revenue		792			608
Other long-term liabilities		85,240			86,438
Commitments and contingencies
Shareholders’ equity:
Common stock		51			50
Additional paid-in capital		11,394,236			11,153,060
Accumulated deficit		(6,443,458	)		(7,259,069	)
Accumulated other comprehensive income (loss)		11,631			(2,195	)
Total shareholders’ equity		4,962,460			3,891,846
Total liabilities and shareholders’ equity	$	6,273,011		$	5,127,242

See accompanying notes.

2

BROADCOM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010		2009
	(In thousands, except per share data)
Net revenue:
Product revenue	$	1,748,692		$	1,194,745		$	4,700,131	$	2,989,292
Income from Qualcomm Agreement		51,674			51,674			155,022		118,937
Licensing revenue		5,651			7,778			17,611		39,348
Total net revenue		1,806,017			1,254,197			4,872,764		3,147,577
Costs and expenses:
Cost of product revenue		871,951			615,349			2,328,502		1,580,300
Research and development		447,577			391,170			1,290,063		1,138,664
Selling, general and administrative		145,849			142,480			421,844		394,938
Amortization of purchased intangible assets		4,405			4,159			12,892		12,457
Impairment of other long-lived assets		1,785			7,634			1,785		18,895
Restructuring costs, net		—			4,772			111		12,330
Settlement costs (gains), net		—			—			3,816		(57,256	)
Charitable contribution		—			—			—		50,000
Total operating costs and expenses		1,471,567			1,165,564			4,059,013		3,150,328
Income (loss) from operations		334,450			88,633			813,751		(2,751	)
Interest income, net		3,180			2,978			8,042		11,362
Other income (expense), net		(1,113	)		(178	)		3,679		2,487
Income before income taxes		336,517			91,433			825,472		11,098
Provision for income taxes		9,388			6,837			9,861		5,041
Net income	$	327,129		$	84,596		$	815,611	$	6,057
Net income per share (basic)	$	0.64		$	0.17		$	1.63	$	0.01
Net income per share (diluted)	$	0.60		$	0.16		$	1.52	$	0.01
Weighted average shares (basic)		508,957			495,491			501,835		493,599
Weighted average shares (diluted)		544,251			521,443			536,572		508,559
Dividends per share	$	0.08		$	—		$	0.24	$	—

     The following table presents details of total stock-based compensation expense included in each functional line item in the unaudited condensed consolidated statements of income above:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
			(In thousands)
Cost of product revenue	$	5,122	$	6,579	$	16,850	$	18,584
Research and development		80,171		90,829		252,977		266,698
Selling, general and administrative		27,927		31,290		88,647		89,817

See accompanying notes.

3

BROADCOM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30,
	2010			2009
	(In thousands)
Operating activities
Net income	$	815,611		$	6,057
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		57,970			47,314
Stock-based compensation expense:
Stock options and other awards		87,131			126,461
Restricted stock units		271,343			248,638
Acquisition-related items:
Amortization of purchased intangible assets		36,074			24,558
Impairment of long-lived assets		1,785			18,895
Non-cash restructuring costs (reversals)		(313	)		2,721
Gain on sale of marketable securities		—			(1,046	)
Changes in operating assets and liabilities:
Accounts receivable		(284,063	)		(169,276	)
Inventory		(165,081	)		58,890
Prepaid expenses and other assets		35,103			19,972
Accounts payable		128,992			112,525
Deferred revenue and income		(27,983	)		80,822
Accrued settlement costs		(166,380	)		6,900
Other accrued and long-term liabilities		129,132			71,534
Net cash provided by operating activities		919,321			654,965
Investing activities
Net purchases of property and equipment		(82,030	)		(48,774	)
Net cash received from (paid for) acquired companies		(150,398	)		842
Purchases of strategic investments		(8,000	)		(2,000	)
Purchases of marketable securities		(1,416,736	)		(1,057,972	)
Proceeds from sales and maturities of marketable securities		722,460			737,377
Net cash used in investing activities		(934,704	)		(370,527	)
Financing activities
Repurchases of Class A common stock		(275,464	)		(206,517	)
Dividends paid		(120,680	)		—
Payment of assumed debt		(14,560	)		—
Proceeds from issuance of common stock		371,683			137,229
Minimum tax withholding paid on behalf of employees for restricted stock units		(96,749	)		(60,574	)
Net cash used in financing activities		(135,770	)		(129,862	)
Increase (decrease) in cash and cash equivalents		(151,153	)		154,576
Cash and cash equivalents at beginning of period		1,397,093			1,190,645
Cash and cash equivalents at end of period	$	1,245,940		$	1,345,221

See accompanying notes.

4

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010

1. Summary of Significant Accounting Policies

     Our Company

          Broadcom Corporation (including our subsidiaries, referred to collectively in this Report as “Broadcom,” “we,” “our” and “us”) is a major technology innovator and global leader in semiconductors for wired and wireless communications. Our system-on-a-chip, or SoC and software solutions enable the delivery of voice, video, data and rich multimedia content to mobile devices, consumer electronics, or CE devices in the home and business networking products for the workplace, data centers, service providers and carriers. We provide the industry’s broadest portfolio of cutting-edge SoC solutions to manufacturers of computing and networking equipment, CE and broadband access products, and mobile devices.

     Basis of Presentation

          The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions to Securities and Exchange Commission, or SEC, Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2009, included in our Annual Report on Form 10-K filed with the SEC February 3, 2010.

          The interim unaudited condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our consolidated financial position at September 30, 2010 and December 31, 2009, and our consolidated results of operations for the three and nine months ended September 30, 2010 and 2009 and cash flows for the nine months ended September 30, 2010 and 2009. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.

          Certain prior period amounts in the unaudited condensed consolidated statements of income have been reclassified to conform to the current period presentation of the separate display of income from the Qualcomm Agreement and licensing revenue as described below.

     Use of Estimates

          The preparation of financial statements in accordance with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. We regularly evaluate estimates and assumptions related to revenue recognition, rebates, allowances for doubtful accounts, sales returns and allowances, warranty reserves, inventory reserves, stock-based compensation expense, goodwill and purchased intangible asset valuations, strategic investments, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, self-insurance, restructuring costs or reversals, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and actual results, our future results of operations will be affected.

5

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Revenue Recognition

          Our product revenue consists principally of sales of semiconductor devices and, to a lesser extent, software licenses and royalties, development, support and maintenance agreements, data services and cancellation fees. The majority of our product sales occur through the efforts of our direct sales force. The remaining balance of product sales occurs through distributors. Our licensing revenue and income from the Qualcomm Agreement is generated from the licensing of intellectual property. See Note 2 for a summary of the composition of our net revenue.

     Product Revenue

          We recognize product revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. However, we do not recognize revenue when any significant obligations remain. We record reductions of revenue for estimated product returns and pricing adjustments, such as competitive pricing programs and rebates, in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, specific criteria included in rebate agreements, and other factors known at the time. We accrue 100% of potential rebates at the time of sale and do not apply a breakage factor. We reverse the accrual for unclaimed rebate amounts as specific rebate programs contractually end or when we believe unclaimed rebates are no longer subject to payment and will not be paid. See Note 2 for a summary of our rebate activity.

          A portion of our product sales is made through distributors under agreements allowing for pricing credits and/or rights of return. These pricing credits and/or right of return provisions prevent us from being able to reasonably estimate the final price of the inventory to be sold and the amount of inventory that could be returned pursuant to these agreements. As a result, the criterion listed in (iii) in the paragraph above has not been met at the time we deliver products to our distributors. Accordingly, product revenue from sales made through these distributors is not recognized until the distributors ship the product to their customers. We also maintain inventory, or hubbing, arrangements with certain of our customers. Pursuant to these arrangements we deliver products to a customer or a designated third party warehouse based upon the customers’ projected needs, but do not recognize product revenue unless and until the customer reports that it has removed our product from the warehouse to be incorporated into its products.

          Revenue from software licenses is recognized when all revenue recognition criteria are met and, if applicable, when vendor specific objective evidence, or VSOE, exists to allocate the total license fee to each element of multiple-element software arrangements, including post-contract customer support. Post-contract support is recognized ratably over the term of the related contract. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee. Revenue from cancellation fees is recognized when cash is received from the customer.

          In September 2009 the Financial Accounting Standards Board, or FASB, reached a consensus on Accounting Standards Update, or ASU, 2009-13, Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements, or ASU 2009-13 and ASU 2009-14, Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements, or ASU 2009-14. ASU 2009-13 modifies the requirements that must be met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. ASU 2009-13 establishes a selling price hierarchy that allows for the use of an estimated selling price to determine the allocation of arrangement consideration to a deliverable in a multiple element arrangement where neither VSOE nor third-party evidence, or TPE, is available for that deliverable. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-element arrangement, entities are required to estimate the selling prices of those elements. Overall arrangement consideration is allocated to each element (both delivered and undelivered items) based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on the entity’s estimated selling price. The residual method of allocating arrangement consideration has been eliminated. ASU

6

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2009-14 modifies the software revenue recognition guidance to exclude from its scope tangible products that contain both software and non-software components that function together to deliver a product’s essential functionality. We adopted the provisions of these ASUs effective January 1, 2010 and they did not have a material impact on our results of operations.

     Income from the Qualcomm Agreement

          On April 26, 2009 we entered into a four-year Settlement and Patent License and Non-Assert Agreement, or the Qualcomm Agreement, with Qualcomm Incorporated, or Qualcomm. The Qualcomm Agreement is a multiple element arrangement which includes: (i) an exchange of intellectual property rights, including in certain circumstances, by a series of covenants not to assert claims of patent infringement under future patents issued within one to four years of the execution date of the agreement, (ii) the assignment of certain existing patents by Broadcom to Qualcomm with Broadcom retaining a royalty-free license under these patents, and (iii) the settlement of all outstanding litigation and claims between us and Qualcomm. The proceeds of the Qualcomm Agreement were allocated amongst the principal elements of the transaction. A gain of $65.3 million from the settlement of litigation was immediately recognized as a reduction in settlement costs that approximates the value of awards determined by the United States District Court for the Central District of California. The remaining consideration was predominantly associated with the transfer of current and future intellectual property rights and is being recognized within net revenue over the performance period of four years as a single unit of accounting. However this income will be limited to the lesser of the cumulative straight-line amortization over the four year performance period or the cumulative cash proceeds received.

     Licensing of Intellectual Property

          Revenue and related income from the licensing of intellectual property is recognized based upon either the performance period of the license or upon receipt of licensee reports as applicable in our various intellectual property arrangements.

     Deferred Revenue and Income

          We defer revenue and income when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Deferred revenue and income do not include amounts from products delivered to distributors that the distributors have not yet sold through to their end customers.

     Stock-Based Compensation

          Broadcom has in effect stock incentive plans under which incentive stock options have been granted to employees and restricted stock units and non-qualified stock options have been granted to employees and non-employee members of the Board of Directors. We also have an employee stock purchase plan for all eligible employees. We are required to estimate the fair value of share-based awards on the date of grant. The value of the award is principally recognized as an expense ratably over the requisite service periods. The fair value of our restricted stock units is based on the closing market price of our Class A common stock on the date of grant less our expected dividend yield. We have estimated the fair value of stock options and stock purchase rights as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model considers, among other factors, the expected life of the award, the expected volatility of our stock price and the expected dividend yield. We evaluate the assumptions used to value stock options and stock purchase rights on a quarterly basis. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of our equity awards, as it does not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.

7

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Fair Value of Financial Instruments

          Our financial instruments consist principally of cash and cash equivalents, short- and long-term marketable securities, accounts receivable and accounts payable. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

               Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

               Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

               Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

          The fair value of the majority of our cash equivalents and marketable securities was determined based on “Level 1” inputs. The fair value of certain marketable securities was determined based on “Level 2” inputs. We do not have any marketable securities in the “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

     Cash, Cash Equivalents and Marketable Securities

          We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. We maintain an investment portfolio of various security holdings, types and maturities. Broadcom defines marketable securities as income yielding securities that can be readily converted into cash. Marketable securities’ short-term and long-term classifications are based on remaining maturities at each reporting period. Examples of marketable securities include U.S. Treasury and agency obligations, commercial paper and corporate notes and bonds. We place our cash investments in instruments that meet credit quality standards and concentration exposures as specified in our investment policy. It is our policy to invest in instruments that have a final maturity not to exceed three years and a portfolio weighted average maturity not to exceed 18 months. We do not use derivative financial instruments. The average credit rating of the marketable securities portfolio is Aa1/AA⁺ by major credit rating agencies.

          We account for our investments in debt and equity instruments as available-for-sale. Management determines the appropriate classification of such securities at the time of purchase and re-evaluates such classification as of each balance sheet date. Cash equivalents and marketable securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax. We assess whether our investments with unrealized loss positions are other than temporarily impaired. Unrealized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the unaudited condensed consolidated statements of income.

     Goodwill and Other Long-Lived Assets

          Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Other long-lived assets primarily represent purchased intangible assets including developed technology, customer relationships and in-process research and

8

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

development, or IPR&D. We currently amortize our intangible assets with definitive lives over periods ranging from one to fifteen years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method. We capitalize IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets will be amortized over their estimated useful lives. If any of the projects are abandoned, we would be required to impair the related IPR&D asset.

     Guarantees and Indemnifications

          In some agreements to which we are a party, we have agreed to indemnify the other party for certain matters such as product liability. We include intellectual property indemnification provisions in our standard terms and conditions of sale for our products and have also included such provisions in certain agreements with third parties. We have and will continue to evaluate and provide reasonable assistance for these other parties. This may include certain levels of financial support to minimize the impact of the litigation in which they are involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefor have been recorded in the accompanying unaudited condensed consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification obligations could be significant.

          We have obligations to indemnify certain of our present and former directors, officers and employees to the maximum extent not prohibited by law. Under these obligations, Broadcom is required (subject to certain exceptions) to indemnify each such director, officer and employee against expenses, including attorneys’ fees, judgments, fines and settlements, paid by such individual. The potential amount of the future payments we could be required to make under these indemnification obligations could be significant. We maintain directors’ and officers’ insurance policies that may generally limit our exposure and enable us to recover a portion of the amounts paid with respect to such obligations; however, we will not be able to effect any further recoveries under such policies with respect to currently pending litigation concerning our prior equity award practices.

     Recent Accounting Pronouncements

          In January 2010 the FASB issued guidance that eliminates the concept of a “qualifying special-purpose entity”, or QSPE, revises conditions for reporting a transfer of a portion of a financial asset as a sale (e.g., loan participations), clarifies the derecognition criteria, eliminates special guidance for guaranteed mortgage securitizations, and changes the initial measurement of a transferor’s interest in transferred financial assets. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

          In January 2010 the FASB issued guidance that revises analysis for identifying the primary beneficiary of a variable interest entity, or VIE, by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The new guidance requires the primary beneficiary of a VIE to be identified as the party that both (i) has the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

          In January 2010 the FASB issued guidance that expands the interim and annual disclosure requirements of fair value measurements, including the information about movement of assets between Level 1 and 2 of the three-tier fair value hierarchy established under its fair value measurement guidance. This guidance also requires separate disclosure for purchases, sales, issuances and settlements in the reconciliation for fair value measurements using significant unobservable inputs using Level 3 methodologies. Except for the detailed disclosure in the Level 3 reconciliation, which is effective for the fiscal years beginning after December 15, 2010, we adopted the relevant

9

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

          In April 2010 the FASB reached a consensus on the Milestone Method of Revenue Recognition which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The updated guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years beginning on or after June 15, 2010, with early adoption permitted. We adopted the provisions of this guidance effective July 1, 2010, which did not have a material impact on our unaudited condensed consolidated financial statements.

2. Supplemental Financial Information

     Net Revenue

          The following table presents details of our product revenue:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Product sales made through direct sales force (1)		77.6	%		76.8	%		78.2	%		79.0	%
Product sales made through distributors(2)		22.4			23.2			21.8			21.0
		100.0	%		100.0	%		100.0	%		100.0	%

(1)	Includes 8.3% and 6.7% of product sales maintained under hubbing arrangements with certain of our customers in the three months ended September 30, 2010 and 2009, respectively and 6.6% and 7.1% in the nine months ended September 30, 2010 and 2009.
(2)	Includes 8.6% and 9.6% of product sales maintained under fulfillment distributor arrangements in the three months ended September 30, 2010 and 2009, respectively, and 7.4% and 8.3% in the nine months ended September 30, 2010 and 2009, respectively.

          Income from the Qualcomm Agreement is expected to be recognized in the remainder of 2010 through 2013 as follows:

	2010		2011		2012		2013		Thereafter		Total
					(In thousands)
Income from Qualcomm Agreement	$	51,674	$	206,695	$	186,012	$	86,400	$	—	$	530,781

     Inventory

          The following table presents details of our inventory:

	September 30,		December 31,
	2010		2009
	(In thousands)
Work in process	$	206,428	$	157,148
Finished goods		328,427		205,280
	$	534,855	$	362,428

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     Property and Equipment

          The following table presents details of our property and equipment:

			September 30,			December 31,
	Useful Life		2010			2009
	(In years)		(In thousands)
Leasehold improvements		1 to 10	$	170,569		$	163,302
Office furniture and equipment		3 to 7		28,418			26,382
Machinery and equipment		3 to 5		292,850			235,142
Computer software and equipment		2 to 4		137,111			122,213
Construction in progress		N/A		7,418			6,666
				636,366			553,705
Less accumulated depreciation and amortization				(383,027	)		(324,388	)
			$	253,339		$	229,317

     Goodwill

          The following table summarizes the activity related to the carrying value of our goodwill:

	Reportable Segments
	Broadband		Mobile &			Infrastructure &
	Communications		Wireless			Networking			Consolidated
			(In thousands)
Goodwill	$	483,029	$	802,269		$	1,873,623		$	3,158,921
Accumulated impairment losses		—		(543,198	)		(1,286,109	)		(1,829,307	)
Goodwill at January 1, 2010	$	483,029	$	259,071		$	587,514		$	1,329,614
Goodwill acquired during the year		—		36,434			35,759			72,193
Goodwill at September 30, 2010	$	483,029	$	295,505		$	623,273		$	1,401,807
Effects of foreign currency translation										8,735
Goodwill at September 30, 2010									$	1,410,542

     Purchased Intangible Assets

          The following table presents details of our purchased intangible assets:

	September 30, 2010							December 31, 2009
			Accumulated							Accumulated
			Amortization &							Amortization &
	Gross		Impairments			Net		Gross		Impairments			Net
	(In thousands)
Developed technology	$	387,201	$	(232,491	)	$	154,710	$	278,297	$	(207,517	)	$	70,780
In-process research and development		10,600		—			10,600		50,860		—			50,860
Customer relationships		123,475		(89,687	)		33,788		107,366		(79,212	)		28,154
Customer backlog		5,736		(5,736	)		—		3,736		(3,736	)		—
Other		9,551		(8,493	)		1,058		9,214		(8,081	)		1,133
	$	536,563	$	(336,407	)	$	200,156	$	449,473	$	(298,546	)	$	150,927
Effects of foreign currency translation							5,027							—
						$	205,183						$	150,927

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          In the three months ended September 30, 2010 we recorded an impairment charge to developed technology of $1.8 million. In the three and nine months ended September 30, 2009 we recorded an impairment to customer relationships, completed technology and certain other assets of $7.6 million and $18.9 million, respectively, related to the acquisition of the DTV Business of AMD. In the nine months ended September 30, 2010, $50.9 million of IPR&D projects were completed and reclassified to developed technology.

          The following table presents details of the amortization of purchased intangible assets included in the cost of product revenue and other operating expense categories:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
			(In thousands)
Cost of product revenue	$	7,415	$	3,876	$	23,182	$	12,101
Other operating expenses		4,405		4,159		12,892		12,457
	$	11,820	$	8,035	$	36,074	$	24,558

          The following table presents details of the amortization of existing purchased intangible assets, including IPR&D, that is currently estimated to be expensed in the remainder of 2010 and thereafter:

	Purchased Intangible Asset Amortization by Year
	2010		2011		2012		2013		2014		Thereafter		Total
							(In thousands)
Cost of product revenue	$	7,190	$	36,541	$	43,284	$	34,503	$	21,535	$	26,434	$	169,487
Other operating expenses		7,449		6,405		3,467		3,106		3,089		12,180		35,696
	$	14,639	$	42,946	$	46,751	$	37,609	$	24,624	$	38,614	$	205,183

     Accrued Liabilities

          The following table presents details of our accrued liabilities:

	September 30,		December 31,
	2010		2009
	(In thousands)
Accrued rebates	$	313,013	$	162,212
Accrued settlement charges		10,327		176,707
Accrued legal costs		19,056		36,739
Accrued taxes		12,754		13,854
Warranty reserve		8,062		10,430
Restructuring liabilities		—		1,328
Other		41,048		32,024
	$	404,260	$	433,294

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     Other Long-Term Liabilities

          The following table presents details of our other long-term liabilities:

	September 30,		December 31,
	2010		2009
	(In thousands)
Deferred rent	$	34,152	$	32,931
Accrued taxes		22,919		24,919
Deferred tax liabilities		25,357		22,722
Other long-term liabilities		2,812		5,866
	$	85,240	$	86,438

     Accrued Rebate Activity

          The following table summarizes the activity related to accrued rebates:

	Nine Months Ended
	September 30,
	2010			2009
	(In thousands)
Beginning balance	$	162,212		$	125,058
Charged as a reduction of revenue		381,304			217,581
Reversal of unclaimed rebates		(3,246	)		(9,171	)
Payments		(227,257	)		(182,660	)
Ending balance	$	313,013		$	150,808

          We recorded rebates to certain customers of $145.4 million and $97.0 million and reversed accrued rebates of $0.4 million and $1.6 million in the three months ended September 30, 2010 and 2009, respectively.

     Warranty Reserve Activity

          The following table summarizes activity related to the warranty reserve:

	Nine Months Ended
	September 30,
	2010			2009
	(In thousands)
Beginning balance	$	10,430		$	11,473
Charged to costs and expenses, net		763			2,953
Payments		(3,131	)		(4,438	)
Ending balance	$	8,062		$	9,988

          We recorded net reversals to costs and expenses of $4.0 million and $0.7 million in the three months ended September 30, 2010 and 2009, respectively.

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     Computation of Net Income Per Share

          The following table presents the computation of net income per share:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2010		2009			2010			2009
	(In thousands, except per share data)
Numerator: Net income	$	327,129	$	84,596		$	815,611		$	6,057
Denominator: Weighted average shares outstanding		508,957		495,561			501,843			493,685
Less: Unvested common shares outstanding		—		(70	)		(8	)		(86	)
Denominator for net income per share (basic)		508,957		495,491			501,835			493,599
Effect of dilutive securities:
Stock awards		35,294		25,952			34,737			14,960
Denominator for net income per share (diluted)		544,251		521,443			536,572			508,559
Net income per share (basic)	$	0.64	$	0.17		$	1.63		$	0.01
Net income per share (diluted)	$	0.60	$	0.16		$	1.52		$	0.01

          Net income per share (diluted) does not include the effect of anti-dilutive common share equivalents resulting from outstanding equity awards. There were 30.0 million and 50.7 million anti-dilutive common share equivalents in the three months ended September 30, 2010 and 2009, respectively. There were 33.5 million and 91.8 million anti-dilutive common share equivalents in the nine months ended September 30, 2010 and 2009, respectively.

     Charitable Contribution

          In April 2009 we established the Broadcom Foundation, or the Foundation, to support science, technology, engineering and mathematics programs, as well as a broad range of community services. In June 2009 we pledged to make an unrestricted grant of $50.0 million to the Foundation upon receiving a determination letter from the Internal Revenue Service of the exemption from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. We recorded an operating expense for the contribution of $50.0 million in the nine months ended September 30, 2009.

     Supplemental Cash Flow Information

          We paid $7.6 million in the nine months ended September 30, 2010 related to capital equipment purchases that were accrued at December 31, 2009 and had billings of $7.1 million for capital equipment that were accrued but not yet paid as of September 30, 2010. These amounts have been excluded from the unaudited condensed consolidated statements of cash flows.

3. Business Combinations

          In March 2010 we acquired Teknovus, Inc., a leading supplier of Ethernet Passive Optical Network chipsets and software for $100.1 million, net of cash acquired. We also assumed $14.6 million of Teknovus debt which was subsequently repaid in the three months ended March 31, 2010. In July 2010 we acquired Innovision Research & Technology PLC, or Innovision, a near-field communication technology company for $47.9 million, net of cash acquired. We also made an additional acquisition for $2.4 million. No equity awards were assumed in these acquisitions. There were no acquisitions consummated in the nine months ended September 30, 2009.

          A portion of the cash consideration in the Teknovus and Innovision acquisitions is currently held in escrow pursuant to the terms of the acquisition agreement and is reflected in goodwill as we believe the likelihood of the escrow funds being utilized by us is remote.

          Our primary reasons for the Teknovus and Innovision acquisitions were to expand our addressable market in the Infrastructure & Networking and Mobile & Wireless markets, respectively, reduce the time required to

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

develop new technologies and products and bring them to market, incorporate enhanced functionality into and complement our existing product offerings, augment our engineering workforce, and enhance our technological capabilities.

          We allocated the purchase price of these acquisitions to tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The principal factor that resulted in recognition of goodwill was that the purchase price for the acquisitions was based in part on cash flow projections assuming the integration of any acquired technology and products with our products, which is of considerably greater value than utilizing the acquired company’s technology or product on a standalone basis. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management. Intangible assets, including IPR&D, are amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method.

          We calculated the fair value of the tangible and intangible assets acquired to allocate the purchase prices on the respective acquisition dates. Based upon those calculations, the purchase prices for the acquisitions were allocated as follows:

	2010
	Acquisitions
	(In thousands)
Fair Market Values
Cash and cash equivalents	$	11,038
Accounts receivable, net		5,576
Inventory		7,347
Prepaid and other current assets		1,252
Property and equipment, net		1,858
Other assets		70
Goodwill		72,193
Purchased intangible assets		87,090
Total assets acquired		186,424
Accounts payable		(1,927	)
Wages and related benefits		(4,876	)
Debt		(14,560	)
Accrued liabilities		(2,967	)
Long-term liabilities		(658	)
Total liabilities assumed		(24,988	)
Purchase price allocation	$	161,436

	Useful		2010
	Life		Acquisitions
	(In years)		(In thousands)
Purchased Intangible Assets:
Developed technology		2 - 11	$	58,044
In-process research and development		3 - 7		10,600
Customer relationships		1 - 2		16,109
Other		1 - 4		2,337
			$	87,090

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Purchased Intangible Assets

          Developed technology represents core technology and completed technology. Core technology represents the fundamental technology that survives multiple product iterations and has passed technological feasibility. We generally use a relief-from-royalty method to value core technology, based on market royalties for similar fundamental technologies. The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the completed technology. The market-derived royalty rate is then applied to estimate the royalty savings. Completed technology is specific to certain products acquired that have also passed technological feasibility. We generally use a multi-period excess earnings approach to value completed technology. The multi-period excess earnings approach calculates the value based on the risk adjusted present value of the cash flows specific to the products, allowing for a reasonable return.

          Customer relationships represent the fair value of future projected revenue that will be derived from the sale of products to existing customers of the acquired companies.

     In-Process Research and Development

          In 2010 we capitalized $10.6 million of IPR&D costs primarily related to our acquisition of Teknovus. There were no identifiable IPR&D assets related to our Innovision acquisition. Upon completion of each project, the related IPR&D assets will be amortized over their estimated useful lives. If any of the projects are abandoned, we will be required to impair the related IPR&D asset.

          The fair value of the IPR&D for our acquisitions was determined using the income approach. Under the income approach, the expected future cash flows from each project under development are estimated and discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility, and the complexity, cost and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration and growth rates.

          The following table summarizes the significant assumptions underlying the valuation of IPR&D at the acquisition date:

Weighted

Average

Average

Risk

Estimated

Estimated

Estimated

Adjusted

Percent

Time to

Cost to

Discount

Company Acquired

Development Projects

Complete

Complete

Complete

Rate

IPR&D

(In years)

(In millions)

(In millions)

Teknovus, Inc.

Ethernet Passive Optical Network (EPON) chipsets and software

11.2

%

0.9

$

19.3

25.9

%

$

10.6

          As of the acquisition date, certain ongoing development projects were in process. The assumptions consist primarily of expected completion dates for the IPR&D projects, estimated costs to complete the projects, and revenue and expense projections for the products once they have entered the market. Research and development costs to bring the products of the acquired companies to technological feasibility are not expected to have a material impact on our results of operations or financial condition. At September 30, 2010 all development projects from our Teknovus acquisition were still in process. Actual results to date have been consistent, in all material respects, with our assumptions at the time of the acquisitions.

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     Supplemental Pro Forma Data (Unaudited)

          The unaudited pro forma statement of operations data below gives effect to our Dune Networks, Teknovus and Innovision acquisitions that were completed in December 2009, March 2010 and July 2010, respectively, as if they had occurred at the beginning of 2009. The following data includes the amortization of purchased intangible assets and stock-based compensation expense. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place at the beginning of 2009.

	Nine Months Ended
	September 30,
	2010		2009
	(In thousands, except per share data)
Pro forma net revenue	$	4,880,717	$	3,192,937
Pro forma net income (loss)	$	793,090	$	(41,918	)
Pro forma net income (loss) per share (basic)	$	1.58	$	(0.08	)
Pro forma net income (loss) per share (diluted)	$	1.48	$	(0.08	)

4. Cash, Cash Equivalents and Marketable Securities

          A summary of our cash, cash equivalents and short- and long-term marketable securities by major security type follows:

			Short-Term		Long-Term
	Cash and		Marketable		Marketable
	Cash Equivalents		Securities		Securities		Total
			(In thousands)
September 30, 2010
Cash	$	84,946	$	—	$	—	$	84,946
Bank deposits		506,390		—		—		506,390
U.S. Treasury and agency money market funds		157,691		—		—		157,691
U.S. Treasury and agency obligations		19,996		727,507		490,414		1,237,917
Commercial paper		340,943		375,096		—		716,039
Corporate bonds		1,513		45,536		29,862		76,911
Institutional money market funds		134,461		—		—		134,461
	$	1,245,940	$	1,148,139	$	520,276	$	2,914,355
December 31, 2009
Cash	$	74,044	$	—	$	—	$	74,044
Bank deposits		571,959		—		—		571,959
U.S. Treasury and agency money market funds		515,930		—		—		515,930
U.S. Treasury and agency obligations		—		521,022		436,518		957,540
Commercial paper		79,988		—		—		79,988
Corporate bonds		—		11,259		2,098		13,357
Institutional money market funds		155,172		—		—		155,172
	$	1,397,093	$	532,281	$	438,616	$	2,367,990

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The following table presents the gross unrealized gains and losses and fair values for those investments aggregated by major security type:

			Gross		Gross
			Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
			(In thousands)
September 30, 2010
U.S. Treasury and agency obligations	$	1,235,720	$	2,318	$	(121	)	$	1,237,917
Commercial paper		716,031		10		(2	)		716,039
Corporate bonds		76,878		106		(73	)		76,911
	$	2,028,629	$	2,434	$	(196	)	$	2,030,867
December 31, 2009
U.S. Treasury and agency obligations	$	956,944	$	724	$	(128	)	$	957,540
Commercial paper		79,988		—		—			79,988
Corporate bonds		13,364		5		(12	)		13,357
	$	1,050,296	$	729	$	(140	)	$	1,050,885

     The following table shows the fair value measurements for those investments aggregated by major security type:

	Level 1		Level 2		Level 3		Fair Value
			(In thousands)
September 30, 2010
Cash	$	84,946	$	—	$	—	$	84,946
Bank deposits		506,390		—		—		506,390
U.S. Treasury and agency money market funds		157,691		—		—		157,691
U.S. Treasury and agency obligations		1,237,917		—		—		1,237,917
Commercial paper		—		716,039		—		716,039
Corporate bonds		20,773		56,138		—		76,911
Institutional money market funds		134,461		—		—		134,461
	$	2,142,178	$	772,177	$	—	$	2,914,355
December 31, 2009
Cash	$	74,044	$	—	$	—	$	74,044
Bank deposits		571,959		—		—		571,959
U.S. Treasury and agency money market funds		515,930		—		—		515,930
U.S. Treasury and agency obligations		957,540		—		—		957,540
Commercial paper		—		79,988		—		79,988
Corporate bonds		5,077		8,280		—		13,357
Institutional money market funds		155,172		—		—		155,172
	$	2,279,722	$	88,268	$	—	$	2,367,990

     There were no transfers between Level 1 and Level 2 securities during the nine months ended September 30, 2010. All of our long-term marketable securities had maturities of between one and three years in duration at September 30, 2010.

     As of September 30, 2010 we had 30 investments that were in an unrealized loss position for less than 12 months. The gross unrealized losses related to these investments were due to changes in interest rates. We have determined that the gross unrealized losses on these investments at September 30, 2010 are temporary in nature. We evaluate securities for other-than-temporary impairment on a quarterly basis. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the

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length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment in order to allow for an anticipated recovery in fair value.

5. Income Taxes

          We recorded tax provisions of $9.4 million and $9.9 million for the three and nine months ended September 30, 2010, respectively, and tax provisions of $6.8 million and $5.0 million for the three and nine months ended September 30, 2009, respectively. Our effective tax rates were 2.8% and 1.2% for the three and nine months ended September 30, 2010, respectively, and 7.5% and 45.4% for the three and nine months ended September 30, 2009, respectively. The difference between our effective tax rates and the 35% federal statutory rate resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate in the three and nine months ended September 30, 2010 and 2009, domestic losses recorded without income tax benefit in the three and nine months ended September 30, 2009, and tax benefits resulting primarily from the expiration of the statutes of limitations for the assessment of taxes in various foreign jurisdictions of $6.7 million for the nine months ended September 30, 2010 and $6.5 million for the nine months ended September 30, 2009. As part of our acquisition of Innovision Research & Technology plc, we recorded a tax provision of $3.4 million for the three and nine months ended September 30, 2010 for certain acquired deferred tax assets. We also recorded a tax benefit of $3.9 million in the nine months ended September 30, 2009 reflecting the utilization of a portion of our credits for increasing research activities (research and development tax credits) pursuant to a provision contained in the American Recovery and Reinvestment Tax Act of 2009, which was enacted in February 2009. Additionally, as a result of the May 27, 2009 and March 22, 2010 decisions in the U.S. Court of Appeals for the Ninth Circuit case concerning Xilinx (discussed below), we recorded a tax benefit of approximately $3 million in the nine months ended September 30, 2010 to reverse the approximately $3 million of related exposure previously recorded in the nine months ended September 30, 2009.

          We utilize the asset and liability method of accounting for income taxes. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our recent cumulative tax losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative tax losses, we had net deferred tax liabilities of $12.4 million and $11.2 million at September 30, 2010 and December 31, 2009, respectively.

          As previously disclosed, on May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit in the case between Xilinx, Inc. and the Commissioner of Internal Revenue, overturned a 2005 U.S. Tax Court ruling regarding treatment of certain compensation expenses under a Company’s research and development cost-sharing arrangements with affiliates. The Court of Appeals held that related parties to such an arrangement must share stock-based compensation expenses, notwithstanding the fact that unrelated parties in such an arrangement would not share such costs. The case was subject to further appeal. As a result of this May 27, 2009 decision, we reduced our gross deferred tax assets for federal and state net operating loss carryforwards and capitalized research and development costs, increased in our deferred tax assets for certain tax credits, and increased our tax provision in 2009 by approximately $3 million.

          On January 13, 2010, the U.S. Court of Appeals for the Ninth Circuit withdrew its May 27, 2009 ruling in the Xilinx case and subsequently issued a new decision in favor of Xilinx on March 22, 2010, thereby affirming the August 30, 2005 decision of the U.S. Tax Court. Consequently, during the quarter ended March 31, 2010, we reversed the amounts we had previously recorded in 2009 related to the court’s May 27, 2009 decision. As a result, in the quarter ended March 31, 2010, we reduced our tax provision by approximately $3 million and adjusted certain of our gross deferred tax assets. Included in these adjustments was an increase in our federal and state net operating loss carryforwards of approximately $665 million and $455 million, respectively, an increase of federal and state capitalized research and development costs of approximately $10 million each, an increase in our deferred tax assets relating to stock-based compensation of approximately $65 million, and a decrease in certain tax credits of

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approximately $10 million. These changes in our gross deferred tax assets were fully offset by a valuation allowance adjustment, and therefore did not result in any change in our net deferred tax assets or our income tax expense for the three months ended March 31, 2010. In addition to the adjustments related to the March 22, 2010 Xilinx decision, in the three months ended March 31, 2010, we reduced our federal and state net operating losses by approximately $60 million for adjustments to our intercompany charges to foreign affiliates for the years ended 2001 to 2009. This reduction to our net operating losses is fully offset by a corresponding adjustment to the valuation allowance for deferred tax assets resulting in no net change to net deferred tax assets in our unaudited condensed consolidated balance sheet and no adjustment to our income tax expense.

          We file federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2004 through 2009 tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2003 through 2009 tax years generally remain subject to examination by tax authorities.

          Our income tax returns for the 2004, 2005 and 2006 tax years and our employment tax returns for the 2003, 2004, 2005 and 2006 tax years are currently under examination by the Internal Revenue Service. We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. In March 2010, a Notice of Proposed Adjustment, or NOPA, was received relating to the IRS examination of our 2004, 2005 and 2006 income tax returns. The NOPA primarily relates to cost-sharing methodologies of stock based compensation, as well as other cost-sharing related issues. In light of the Ninth Circuit Xilinx decision, we believe the stock based compensation matters identified in the NOPA and the settlement of the remaining proposed adjustments will not result in a material adverse financial impact on our results of operations.

          We operate under tax holidays in Singapore, which are effective through March 31, 2014. The tax holidays are conditional upon our continued compliance in meeting certain employment and investment thresholds.

6. Shareholders’ Equity

     Share Repurchase Programs

          From time to time our Board of Directors has authorized various programs to repurchase shares of our Class A common stock depending on market conditions and other factors. We repurchased approximately 5.2 million shares of our Class A common stock at a weighted average price of $29.75 per share in the three months ended March 31, 2010 under the program we announced in July 2008. This program to repurchase shares with an aggregate value of up to $1.0 billion was completed in March 2010, at which time we had repurchased 47.6 million shares of Class A common stock at a weighted average price of $21.01 per share under the program.

          In February 2010 we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset dilution associated with our stock incentive plans. We repurchased a total of 3.8 million shares of our Class A common stock at a weighted average price of $31.88 per share in the nine months ended September 30, 2010 under this program. We did not repurchase any shares of our Class A common stock in the three months ended September 30, 2010. The maximum number of shares of our Class A common stock that may be repurchased in any one year is equal to the total number of shares issued pursuant to our equity awards in the previous year and the current year. Purchases may be made in both the open market and through negotiated transactions. The share repurchase program does not have an expiration date and may be suspended at any time at the discretion of the Board of Directors. This program may also be complemented with an additional share repurchase program in the future.

          Repurchases under our share repurchase programs were and are intended to be made in open market or privately negotiated transactions in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

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     Quarterly Dividend

          In January 2010 our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. Our Board of Directors declared quarterly cash dividends of $0.08 per common share payable to holders of our common stock in each of the first three quarters of 2010. In the three and nine months ended September 30, 2010 we paid $40.9 million and $120.7 million, respectively, in dividends to holders of our Class A and Class B common stock. These dividends were paid from U.S. domestic sources other than our retained earnings and are accounted for as reductions of shareholders’ equity.

     Comprehensive Income

          The components of comprehensive income, net of taxes, are as follows:

	Nine Months Ended
	September 30,
	2010		2009
	(In thousands)
Net income	$	815,611	$	6,057
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities		1,649		(4,444	)
Translation adjustments		12,177		1,089
Total comprehensive income	$	829,437	$	2,702

7. Employee Benefit Plans

     Combined Incentive Plan Activity

          Activity under all stock option incentive plans in the nine months ended September 30, 2010 is set forth below:

	Options Outstanding
						Weighted		Weighted
						Average		Average
				Exercise		Exercise		Grant-Date
	Number of			Price Range		Price		Fair Value
	Shares			per Share		per Share		per Share
	(In thousands)
Balance at December 31, 2009		113,406		$	0.01 - 81.50	$	25.71	$	15.71
Options granted		2,747			29.39 - 36.85		29.60		9.42
Options cancelled		(1,208	)		0.01 - 81.50		36.35		15.53
Options exercised		(15,588	)		0.01 - 34.94		21.08		16.73
Balance at September 30, 2010		99,357		$	0.01 - 48.63	$	26.41	$	15.38

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          Restricted stock unit activity in the nine months ended September 30, 2010 is set forth below:

	Restricted Stock Units
	Outstanding
				Weighted
				Average
				Grant-Date
	Number of			Fair Value
	Shares			per Share
	(In thousands)
Balance at December 31, 2009		28,693		$	25.58
Restricted stock units granted		11,323			29.71
Restricted stock units cancelled		(957	)		25.85
Restricted stock units vested		(9,255	)		27.55
Balance at September 30, 2010		29,804		$	26.53

          In February 2010, as part of Broadcom’s regular annual equity compensation review program, our Compensation Committee granted 10.1 million shares subject to equity awards, which included 2.2 million shares under employee stock options and 7.9 million restricted stock units.

          The per share fair values of stock options and employee stock purchase rights granted in the nine months ended September 30, 2010 in connection with stock incentive plans and rights granted in connection with the employee stock purchase plan have been estimated with the following weighted average assumptions:

				Employee
	Employee			Stock
	Stock			Purchase
	Options			Rights
Expected life (in years)		4.49			0.46
Implied Volatility		0.39			0.39
Risk-free interest rate		1.99	%		0.20	%
Expected dividend yield		1.10	%		1.00	%
Weighted average fair value	$	9.42		$	7.86

          The weighted average fair values per share of the restricted stock units granted in the nine months ended September 30, 2010 was $29.71 calculated based on the fair market value of our Class A common stock on the respective grant dates less any expected dividend yield.

     Stock-Based Compensation Expense

          The following table presents details of total stock-based compensation expense that is included in each functional line item on our unaudited condensed consolidated statements of income:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
			(In thousands)
Cost of product revenue	$	5,122	$	6,579	$	16,850	$	18,584
Research and development		80,171		90,829		252,977		266,698
Selling, general and administrative		27,927		31,290		88,647		89,817

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          The amount of unearned stock-based compensation currently estimated to be expensed from 2010 through 2014 related to unvested share-based payment awards at September 30, 2010 is $798.8 million. The following table presents details of unearned stock-based compensation currently estimated to be expensed in the remainder of 2010 through 2014 related to unvested share-based payment awards at September 30, 2010:

	2010		2011		2012		2013		2014		Total
					(In thousands)
Unearned stock-based compensation	$	108,981	$	347,004	$	217,404	$	112,976	$	12,458	$	798,823

          The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 1.4 years.

          If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards or assume unvested equity awards in connection with acquisitions.

8. Litigation

          Intellectual Property Proceedings. In October 2007 Wi-LAN Inc. filed complaints against us and multiple other defendants in the United States District Court for the Eastern District of Texas alleging that certain Broadcom products infringe three Wi-LAN patents relating generally to wireless LAN and DSL technology. The complaint sought a permanent injunction against us, as well as the recovery of monetary damages and attorney’s fees. In February 2009 Wi-LAN filed a supplemental complaint alleging that certain Broadcom products infringe a fourth Wi-LAN patent relating generally to Bluetooth technology. Wi-LAN’s supplemental complaint seeks a permanent injunction against us as well as the recovery of monetary damages and attorneys’ fees. We have filed answers to Wi-LAN’s complaints denying the allegations in Wi-LAN’s complaints and asserting counterclaims seeking a declaratory judgment that the asserted Wi-LAN patents are invalid, unenforceable, and not infringed. We have also filed counterclaims alleging, among other things, that Wi-LAN committed fraud and violated antitrust laws. Discovery is ongoing. Trial has been set for January 2011.

          In April 2010 Wi-LAN Inc. filed a new complaint against us and multiple other defendants in the United States District Court for the Eastern District of Texas alleging that certain Broadcom Bluetooth products infringe a fifth Wi-LAN patent. The complaint seeks a permanent injunction, damages, and attorney’s fees. In August 2010, we filed an answer denying the allegations in Wi-LAN’s complaint and asserting counterclaims that Wi-LAN’s patent is invalid, unenforceable, and not infringed. No trial date has been set.

          In September 2009 we filed a complaint in the United States District Court for the Central District of California against Emulex Corporation, or Emulex, alleging infringement of ten patents generally relating to networking technologies. In subsequent filings, we added two additional patents and dropped three patents, bringing the total to nine asserted patents. Our complaints seek injunctions against Emulex and the recovery of monetary damages, including treble damages for willful infringement, and attorneys’ fees. In its answers, Emulex denied liability and asserted counterclaims seeking a declaratory judgment that the asserted patents are invalid and not infringed. Discovery is currently underway, with trial set for September 2011.

          In November 2009 we filed a complaint in the United States District Court for the Eastern District of Texas against the Commonwealth Scientific and Industrial Research Organisation, or CSIRO seeking a declaratory judgment that U.S. Patent Number 5,487,069 is invalid, unenforceable and not infringed. CSIRO has not yet answered the complaint. Trial has been set for November 2011.

          In August 2010, Broadcom filed a motion to intervene (i.e., to be added as a party) in U.S. Ethernet Innovations, LLC v. Acer, Inc., Case No. 10-cv-03724-JW (N.D. Cal.). In this case, U.S. Ethernet Innovations, LLC, or USEI filed a patent infringement complaint alleging that numerous companies, including certain Broadcom customers, infringe four patents relating generally to Ethernet technology. USEI seeks monetary damages, attorney’s fees, and

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an injunction. Defendants have filed answers denying the allegations in USEI’s complaint and asserting counterclaims for declaratory judgment that USEI’s patents are invalid, unenforceable, and not infringed. Broadcom contends that it has a license related to USEI’s patents and is seeking to intervene to assert this license as a defense. No trial date has been set.

          In December 2006 SiRF Technology, Inc., or SiRF, filed a complaint in the United States District Court for the Central District of California against Global Locate, Inc., a privately-held company that became a wholly-owned subsidiary of Broadcom in July 2007, alleging that certain Global Locate products infringe four SiRF patents relating generally to GPS technology. In January 2007 Global Locate filed an answer denying the allegations in SiRF’s complaint and asserting counterclaims. The counterclaims seek a declaratory judgment that the four SiRF patents are invalid and not infringed, assert that SiRF has infringed four Global Locate patents relating generally to GPS technology, and assert unfair competition and antitrust violations related to the filing of sham litigation. In May 2007 the court granted Global Locate’s motion to stay the case until certain U.S. International Trade Commission, or ITC, actions between Global Locate and SiRF became final. The ITC actions became final in July 2010, and the stay of the case has now been lifted. On September 27, 2010, the court denied SiRF’s motion for a partial stay of the action in view of certain pending patent reexaminations, and granted Global Locate’s motion to file a second amended counter-complaint adding claims for infringement of three additional patents and voluntarily dismissing Global Locate’s claims for unfair competition without prejudice. Trial has been set for July 2012.

          In April 2007 Global Locate filed a complaint in the ITC against SiRF and four of its customers, e-TEN Corporation, Pharos Science & Applications, Inc., MiTAC International Corporation and Mio Technology Limited, referred to collectively as the SiRF Defendants, asserting that the SiRF Defendants engaged in unfair trade practices by importing GPS devices, including integrated circuits and embedded software, incorporated in products such as personal navigation devices and GPS-enabled cellular telephones that infringe, both directly and indirectly, six Global Locate patents relating generally to GPS technology. The complaint sought an exclusion order to bar importation of the SiRF Defendants’ products into the United States and a cease and desist order to bar further sales of infringing products that have already been imported. In January 2009 the ITC issued a Final Determination finding that SiRF and the other SiRF respondents infringed six Global Locate patents and that each of the six patents was not invalid. The ITC also issued a limited exclusion order banning the importation into the United States of infringing SiRF chips and the SiRF Defendants’ products containing infringing SiRF chips and a cease and desist order prohibiting SiRF and the certain other SiRF Defendants from engaging in certain activities related to the infringing chips. In April 2010, the United States Court of Appeals for the Federal Circuit affirmed the ITC’s decision. On August 16, 2010, the ITC granted a Petition by SiRF to institute proceedings regarding a proposed modification of the exclusion order and cease and desist order, seeking a ruling regarding the applicability of the exclusion order to certain SiRF activities. The Administrative Law Judge has set a hearing date in late January 2011 for the modification proceedings. In October 2010, Broadcom filed a complaint seeking institution of enforcement proceedings relating to certain alleged violations of the ITC’s orders by the SiRF Defendants. The ITC has not yet instituted such enforcement proceedings.

          In May 2008 Broadcom filed a complaint in the United States District Court for the Central District of California against SiRF, alleging that certain SiRF GPS and multimedia products infringe four Broadcom patents relating generally to graphics and communications technology. The District Court complaint seeks preliminary and permanent injunctions against SiRF and the recovery of monetary damages, including treble damages for willful infringement, and attorneys’ fees. In June 2008 SiRF answered the complaint and asserted counterclaims seeking a declaratory judgment that Broadcom’s patents are invalid and not infringed. In September 2008 the court denied SiRF’s motion to stay the case. In October 2009, Broadcom amended its complaint to add CSR plc as a defendant and asserted claims alleging false advertising and unfair competition. In October 2009 SiRF answered the amended complaint denying liability and asserting counterclaims alleging false advertising and unfair competition. In December 2009 Broadcom answered SiRF’s counterclaims denying liability. In December 2009, the court granted the parties’ joint stipulation of dismissal with prejudice for all claims and counterclaims relating to one of the Broadcom patents; three Broadcom patents remain in the lawsuit. Various summary judgment motions are currently pending with the court, and trial has been set for late January 2011.

          On August 20, 2010, CSR plc filed a complaint in the United States District Court for the Central District of California against Broadcom, alleging that certain Broadcom products infringe nine patents held by CSR relating generally to GPS, wireless or other technologies. Broadcom has denied infringing CSR’s patents, and asserts

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counterclaims for, among other things, CSR’s infringement of five asserted Broadcom patents. On October 13, 2010, CSR filed a motion seeking an order preliminarily enjoining Broadcom from, among other things, infringing four of the patents asserted by CSR in the action or selling certain Broadcom products relating to assisted GPS technology. Broadcom’s response to CSR’s motion is not yet due.

          On October 13, 2010, CSR filed a complaint in the United States District Court for the District of Delaware against Broadcom, alleging that certain Broadcom products infringe four patents relating generally to GPS, wireless or other technologies. Broadcom’s response to CSR’s complaint is not yet due.

          Other Litigation. In November 2009 Emulex filed a complaint in the Central District of California against Broadcom alleging violation of the antitrust laws, defamation, and unfair competition. The complaint seeks injunctive relief and monetary damages, including treble damages and attorneys’ fees. In January 2010, Emulex filed an amended complaint in which Emulex removed, among other things, the claim of unfair competition. In February 2010, we filed motions to dismiss the case and a motion to strike. In June 2010, the District Court granted in part and denied in part our motion to dismiss and denied our motion to strike. In July 2010, we filed a notice of appeal of the District Court’s denial of our motion to strike. No trial date has been set for this matter. We intend to defend this action vigorously.

          From March through August 2006 a number of purported Broadcom shareholders filed putative shareholder derivative actions, the Options Derivative Actions, against Broadcom, each of the then members of our Board of Directors and certain current or former officers, alleging, among other things, that the defendants improperly dated certain Broadcom employee stock option grants. Four of those cases, Murphy v. McGregor, et al. (Case No. CV06-3252 R (CWx)), Shei v. McGregor, et al. (Case No. SACV06-663 R (CWx)), Ronconi v. Dull, et al. (Case No. SACV 06-771 R (CWx)) and Jin v. Broadcom Corporation, et al. (Case No. 06CV00573) have been consolidated in the United States District Court for the Central District of California. The plaintiffs filed a consolidated amended complaint in November 2006. In addition, two putative shareholder derivative actions, Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v. Samueli, et al. (Case No. 06CC0124) and Servais v. Samueli, et al. (Case No. 06CC0142), were filed in the California Superior Court for the County of Orange. The Superior Court consolidated the state court derivative actions in August 2006, and the plaintiffs filed a consolidated amended complaint in September 2006. The plaintiffs in the Options Derivative Actions contend, among other things, that the defendants’ conduct violated United States and California securities laws, breached defendants’ fiduciary duties, wasted corporate assets, unjustly enriched the defendants, and caused errors in our consolidated financial statements. The plaintiffs seek, among other things, unspecified damages and disgorgement of profits from the alleged conduct, to be paid to Broadcom.

          In January 2007 the California Superior Court granted defendants’ motion to stay the state derivative action pending resolution of the prior-filed federal derivative action. In March 2007 the court in the federal derivative action denied our motion to dismiss, which motion was based on the ground that the shareholder plaintiffs lack standing to assert claims on behalf of Broadcom. Motions to dismiss filed by the individual defendants were heard, and mostly denied, in May 2007. Additionally, in May 2007 the Board of Directors established a special litigation committee, or SLC, to decide what course of action Broadcom should pursue in respect of the claims asserted in the Options Derivative Actions.

          In August 2009 Broadcom, by and through its SLC, plaintiffs and certain of the defendants executed a Stipulation and Agreement of Partial Settlement, or Partial Derivative Settlement, in the federal derivative action pertaining to past employee stock option grants. The Partial Derivative Settlement resolved all claims in the action against the defendants, other than three individuals: Dr. Henry T. Nicholas, III, our former President and Chief Executive Officer and former Co-Chairman of the Board, William J. Ruehle, our former Chief Financial Officer, and Dr. Henry Samueli, our Chief Technical Officer. In connection with the Partial Derivative Settlement, Broadcom and certain of the defendants also entered into a settlement with Broadcom’s directors and officers liability insurance carriers, or Insurance Agreement. In December 2009 the District Court entered an order granting final approval of the Partial Derivative Settlement. In January 2010 Dr. Nicholas, Mr. Ruehle, and Dr. Samueli filed notices of appeal of the order in the United States Court of Appeals for the Ninth Circuit.

          In March 2010 the SLC formally and unanimously adopted a Report of the Special Litigation Committee of the Board of Directors of Broadcom, or Report. In April 2010 the SLC directed Broadcom’s General Counsel to file a motion for summary judgment in the derivative action based on the findings and recommendations of the Report.

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That motion was filed in April 2010 seeking dismissal of the claims against the three remaining defendants. On June 21, 2010 plaintiffs in the federal derivative action filed an opposition to Broadcom’s motion, and a cross-motion for summary judgment. The SLC was granted leave to intervene and filed a response on behalf of Broadcom. On September 13, 2010 the District Court denied Broadcom’s motion and plaintiffs’ cross-motion, and scheduled the case for trial in February 2011.

          From August through October 2006 several plaintiffs filed purported shareholder class actions in the United States District Court for the Central District of California against Broadcom and certain of our current or former officers and directors, entitled Bakshi v. Samueli, et al. (Case No. 06-5036 R (CWx)), Mills v. Samueli, et al. (Case No. SACV 06-9674 DOC R(CWx)), and Minnesota Bakers Union Pension Fund, et al. v. Broadcom Corp., et al. (Case No. SACV 06-970 CJC R (CWx)), the Stock Option Class Actions. The essence of the plaintiffs’ allegations is that we improperly backdated stock options, resulting in false or misleading disclosures concerning, among other things, our business and financial condition. Plaintiffs also allege that we failed to account for and pay taxes on stock options properly, that the individual defendants sold our common stock while in possession of material nonpublic information, and that the defendants’ conduct caused artificial inflation in our stock price and damages to the putative plaintiff class. The plaintiffs assert claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. In November 2006 the Court consolidated the Stock Option Class Actions and appointed the New Mexico State Investment Council as lead class plaintiff. In October 2007 the federal appeals court resolved a dispute regarding the appointment of lead class counsel. In March 2008 the district judge entered a revised order appointing lead class counsel. The lead plaintiff filed an amended consolidated class action complaint in April 2008, naming additional defendants including certain current officers and directors of Broadcom as well as Ernst & Young LLP, our former independent registered public accounting firm, or E&Y. In October 2008 the district judge granted defendants’ motions to dismiss with leave to amend. In October 2008 the lead plaintiff filed an amended complaint. In November 2008 defendants filed motions to dismiss. In February 2009 these motions were denied except with respect to E&Y and the former Chairman of the Audit Committee, which were granted with leave to amend, and with respect to the former Chief Executive Officer, which was granted without leave to amend. The lead plaintiff did not amend its complaint with respect to the former Chairman of the Audit Committee and the time period to do so has expired. With respect to E&Y, in March 2009 the district judge entered a final judgment for E&Y and against the lead plaintiff. The lead plaintiff has appealed the final judgment.

          In December 2009 we agreed in principle to settle the Stock Option Class Actions. The parties entered into a stipulation and agreement of settlement dated as of April 30, 2010, which provided for the claims against Broadcom and its current and former officers and directors to be dismissed with prejudice and released in exchange for a $160.5 million cash payment by Broadcom. We recorded the settlement amount as a one-time charge in 2009 and subsequent payment was made in June 2010 into a settlement fund for distribution pending final approval. On June 1, 2010 the District Court granted preliminary approval for the proposed settlement and entered an order providing for notice and a hearing in connection with the proposed settlement. On July 12, 2010 the lead plaintiff filed an unopposed motion for final approval of the proposed settlement. On August 12, 2010 the District Court entered an order granting final approval of the Stock Option Class Actions settlement. On September 10, 2010 a single purported Broadcom shareholder filed a notice of appeal of the order in the United States Court of Appeals for the Ninth Circuit. On October 18, 2010, the Ninth Circuit dismissed the shareholder’s appeal for failure to pay the filing fees.

          In April 2008 we delivered a Notice of Arbitration and Arbitration Claim to our former independent registered public accounting firm, E&Y, and certain related parties. The arbitration relates to the issues that led to the restatement of Broadcom’s financial statements for the periods from 1998 through March 31, 2006 as disclosed in an amended Annual Report on Form 10-K/A for the year ended December 31, 2005 and an amended Quarterly Report on Form 10-Q/A for the three months ended March 31, 2006, each filed with the SEC January 23, 2007. In May 2008 E&Y delivered a Notice of Defense and Counterclaim. No date for an arbitration hearing has been scheduled.

          We have indemnification agreements with each of our present and former directors and officers, under which we are generally required to indemnify each such director or officer against expenses, including attorneys’ fees, judgments, fines and settlements, arising from the Options Derivative Actions, the Stock Option Class Actions and the related SEC and U.S. Attorney’s Office investigations (subject to certain exceptions, including liabilities arising from willful misconduct, from conduct knowingly contrary to the best interests of Broadcom, or conduct that is knowingly fraudulent or deliberately dishonest or results in improper personal benefit). The potential amount of the

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future payments we could be required to make under these indemnification obligations could be significant and could have a material impact on our results of operations. Pursuant to the Insurance Agreement, and subject to the terms described more completely therein, including relinquishing of rights to any further recovery as to the matters described above under these directors’ and officers’ liability insurance policies by Broadcom and certain of its former and current officers and directors, Broadcom received payments totaling $118.0 million from its insurance carriers. That amount includes $43.3 million in reimbursements previously received from the insurance carriers under reservations of rights, and $74.7 million paid to Broadcom upon final approval of the Partial Derivative Settlement. In addition, Broadcom paid $11.5 million to the lead federal derivative plaintiffs’ counsel for attorneys’ fees, expenses and costs of plaintiffs’ counsel in connection with the Partial Derivative Settlement and their prosecution of the derivative action. As of September 30, 2010, in connection with our securities litigation and related government investigations, we have advanced approximately $145.8 million to certain current and former officers for attorney and expert fees, which amount has been expensed. Pursuant to the Insurance Agreement, we agreed to indemnify and hold harmless the insurance carriers in connection with certain proceedings that might be brought against the carriers by non-settling parties. In October 2010 the insurance carriers notified us that they received mediation demands from certain non-settling derivative defendants and tendered those claims to Broadcom for indemnity.

          In the event that the trial court’s approval of the Partial Derivative Settlement is reversed or vacated by an appellate court or otherwise does not become final and non-appealable, Broadcom in its sole discretion has the election to either provide a release to the insurance carriers and indemnify them related to any future claims and retain the $118.0 million in accordance with the Insurance Agreement or to repay to the insurance carriers certain portions of the aggregate amount previously paid to Broadcom.

          United States Attorney’s Office Investigation and Prosecution. In June 2005 the United States Attorney’s Office for the Northern District of California commenced an investigation into the possible misuse of proprietary competitor information by certain Broadcom employees. In December 2005 one former employee was indicted for fraud and related activity in connection with computers and trade secret misappropriation. The former employee had been immediately suspended in June 2005, after just two months’ employment, when we learned about the government investigation. Following an internal investigation, his employment was terminated, nearly two months prior to the indictment. The indictment does not allege any wrongdoing by us, and we are cooperating fully with the ongoing investigation and the prosecution.

          General. We and our subsidiaries are also involved in other legal proceedings, claims and litigation arising in the ordinary course of business.

          The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. The resolution of intellectual property litigation may require us to pay damages for past infringement or to obtain a license under the other party’s intellectual property rights that could require one-time license fees or ongoing royalties, which could adversely impact our product gross margins in future periods, or could prevent us from manufacturing or selling some of our products or limit or restrict the type of work that employees involved in such litigation may perform for us. From time to time we may enter into confidential discussions regarding the potential settlement of pending litigation or other proceedings; however, there can be no assurance that any such discussions will occur or will result in a settlement. The settlement of any pending litigation or other proceeding could require us to incur substantial settlement payments and costs. In addition, the settlement of any intellectual property proceeding may require us to grant a license to certain of our intellectual property rights to the other party under a cross-license agreement. If any of those events were to occur, our business, financial condition and results of operations could be materially and adversely affected.

9. Business Enterprise Segments

          Broadcom has three reportable segments consistent with our target markets. Our three reportable segments are: Broadband Communications (Home), Mobile & Wireless (Hand) and Infrastructure & Networking (Infrastructure).

          Our Chief Executive Officer, who is our chief operating decision maker, or CODM, reviews financial information at the operating segment level. Our Mobile & Wireless reportable segment comprises our Mobile Platforms and Wireless Connectivity businesses. Our Mobile Platforms and Wireless Connectivity businesses are reported separately to the CODM to allow greater management focus on our Mobile Platform opportunity. However

27

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as the customers, economics, and competitors substantially overlap, and the product functionality is being integrated across these products in our own and competitor roadmaps, we aggregate these two businesses into one reportable segment, Mobile & Wireless.

          We also report an “All Other” category that primarily includes licensing revenue from our agreement with Verizon Wireless and income from the Qualcomm Agreement since they are principally the result of corporate efforts. “All Other” also includes operating expenses that we do not allocate to our other operating segments as these expenses are not included in the segment operating performance measures evaluated by our CODM. Operating costs and expenses that are not allocated include stock-based compensation, amortization of purchased intangible assets, impairment of goodwill and other long-lived assets, net settlement costs, net restructuring costs, charitable contributions, employer payroll tax on certain stock option exercises, and other miscellaneous expenses related to corporate allocations that were either over or under the original projections at the beginning of the year. We include stock-based compensation and acquisition-related items in the “All Other” category as decisions regarding equity compensation are made at the corporate level and our CODM believes that acquisition accounting distorts the underlying economics of the reportable segment. Effective April 1, 2010, we reclassified the amortization of acquired inventory valuation step-up from its respective reportable segment into the “All Other” category, as these charges are the result of acquisition accounting and we believe these amounts should not be included when measuring our reportable segments’ operating performance. Prior period amounts have been reclassified to conform to the current period presentation. Our CODM does not review information regarding total assets, interest income or income taxes on an operating segment basis. The accounting policies for segment reporting are the same as for Broadcom as a whole.

          The following tables present details of our reportable segments and the “All Other” category:

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
					(In thousands)
Three Months Ended September 30, 2010
Net revenue	$	561,519	$	797,395	$	395,429	$	51,674		$	1,806,017
Operating income (loss)		117,348		164,996		140,804		(88,698	)		334,450
Three Months Ended September 30, 2009
Net revenue	$	394,863	$	520,614	$	287,047	$	51,673		$	1,254,197
Operating income (loss)		50,047		79,299		86,554		(127,267	)		88,633

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
			(In thousands)
Nine Months Ended September 30, 2010
Net revenue	$	1,557,407	$	1,981,742	$	1,178,344	$	155,271		$	4,872,764
Operating income (loss)		324,561		330,178		433,053		(274,041	)		813,751
Nine Months Ended September 30, 2009
Net revenue	$	1,075,960	$	1,217,961	$	715,751	$	137,905		$	3,147,577
Operating income (loss)		90,458		58,756		166,190		(318,155	)		(2,751	)

28

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Included in the “All Other” category:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
				(In thousands)
Net revenue	$	51,674		$	51,673		$	155,271		$	137,905
Stock-based compensation	$	113,220		$	128,698		$	358,474		$	375,099
Amortization of purchased intangible assets		11,820			8,035			36,074			24,558
Amortization of acquired inventory valuation step-up		264			699			6,929			7,679
Impairment of other long-lived assets		1,785			7,634			1,785			18,895
Settlement costs (gains), net		—			—			3,816			(57,256	)
Restructuring costs, net		—			4,772			111			12,330
Charitable contribution		—			—			—			50,000
Employer payroll tax on certain stock option exercises		2,364			1,625			6,125			3,567
Miscellaneous corporate allocation variances		10,919			27,477			15,998			21,188
Total other operating costs and expenses	$	140,372		$	178,940		$	429,312		$	456,060
Total operating loss for the “All Other” category	$	(88,698	)	$	(127,267	)	$	(274,041	)	$	(318,155	)

          Sales to our significant customers, including sales to their manufacturing subcontractors, as a percentage of net revenue were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Five largest customers as a group		39.2	%		36.3	%		36.7	%		34.2	%

          Product revenue derived from all independent customers located outside the United States, excluding foreign subsidiaries or manufacturing subcontractors of customers that are headquartered in the United States even though such subsidiaries or manufacturing subcontractors are located outside of the United States, as a percentage of product revenue was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Asia (primarily in Korea, China, Japan and Taiwan)		36.1	%		37.5	%		38.4	%		37.2	%
Europe (primarily in the Finland, United Kingdom and France)		17.8			10.4			15.7			12.4
Other		0.3			5.3			0.4			2.3
		54.2	%		53.2	%		54.5	%		51.9	%

29

BROADCOM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          Product revenue derived from shipments to international destinations, as a percentage of product revenue was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
China		30.9	%		28.9	%		29.5	%		29.0	%
Hong Kong		26.4			22.9			26.2			24.7
Other Asia (primarily Singapore and Taiwan)		36.4			41.1			37.3			36.8
Europe (primarily in Sweden, Hungary and Romania)		2.4			2.1			2.4			2.9
Other		1.6			1.3			1.6			1.3
		97.7	%		96.3	%		97.0	%		94.7	%

10. Subsequent Events

          On October 13, 2010 we announced that we had signed a definitive agreement to acquire Beceem Communications Inc., a privately-held company that is a provider of fourth generation (4G) wireless platform solutions. In connection with the acquisition, Broadcom expects to pay approximately $316 million, net of cash acquired, to acquire all of the outstanding shares of capital stock and other equity rights of Beceem. The purchase price will be paid in cash, except that portion attributable to unvested employee stock options which will be paid in stock options exercisable for shares of Broadcom’s Class A common stock on a fair value exchange. A portion of the cash consideration payable to the stockholders will be placed into escrow pursuant to the terms of the acquisition agreement. The boards of directors of the two companies have approved the merger. The transaction is expected to close in the quarter ending December 31, 2010 or in the quarter ending March 31, 2011 and remains subject to the satisfaction of regulatory requirements and other customary closing conditions.

          On October 26, 2010, we announced that we had signed a definitive agreement to acquire Percello Ltd., a privately-held company that develops system-on-a-chip (SoC) solutions for femtocells. In connection with the acquisition, Broadcom expects to pay approximately $86 million, net of cash acquired from Percello Ltd., to acquire all of the outstanding shares of capital stock and other rights of Percello Ltd. The purchase price will be paid in cash, except that a portion of such purchase price attributable to unvested employee stock options will be paid in Broadcom restricted stock units. Additional consideration of up to $12 million in cash will be reserved for future payment to the former holders of Percello Ltd. capital stock and other rights upon satisfaction of certain performance goals. A portion of the cash consideration payable to the stockholders will be placed into escrow to cover indemnity obligations. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of Percello Ltd. to be approximately neutral to earnings per share in 2011. The boards of directors of the two companies have approved the acquisition. The transaction is expected to close in the quarter ending December 31, 2010 or in the quarter ending March 31, 2011 and remains subject to customary closing conditions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

     You should read the following discussion and analysis in conjunction with our Unaudited Condensed Consolidated Financial Statements and the related Notes thereto contained in Part I, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent reports on Forms 10-Q and 8-K, which discuss our business in greater detail.

     The section entitled “Risk Factors” contained in Part II, Item 1A of this Report, and similar discussions in our other SEC filings, describe some of the important risk factors that may affect our business, financial condition, results of operations and/or liquidity. You should carefully consider those risks, in addition to the other information in this Report and in our other filings with the SEC, before deciding to purchase, hold or sell our common stock.

     All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements or characterizations of historical fact, are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements concerning projected total net revenue, costs and expenses and product gross margin; our accounting estimates, assumptions and judgments; estimates related to the amount and/or timing of the expensing of unearned stock-based compensation expense; the demand for our products; the effect that recent economic conditions, seasonality and volume fluctuations in the demand for our customers’ consumer-oriented products will have on our quarterly operating results; our dependence on a few key customers and/or design wins for a substantial portion of our revenue; our ability to adjust operations in response to changes in demand for existing products and services or the demand for new products requested by our customers; the competitive nature of and anticipated growth in our markets; our ability to consummate acquisitions and integrate their operations successfully; our success in pending litigation matters; availability of adequate manufacturing, assembly and test capacity; our potential needs for additional capital; inventory and accounts receivable levels; the impact of the Internal Revenue Service review of certain income and employment tax returns on our results of operations; the effect of potential changes in U.S. or foreign tax laws and regulations or the interpretation thereof; the level of accrued rebates; and income we expect to record in connection with the Qualcomm Agreement or similar arrangements in the future; and our ability to migrate to smaller process geometries. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are listed under the section entitled “Risk Factors” in Part II, Item 1A of this Report. These forward-looking statements speak only as of the date of this Report. We undertake no obligation to revise or update publicly any forward-looking statement, except as otherwise required by law.

Overview

     Broadcom Corporation (including our subsidiaries, referred to collectively in this Report as “Broadcom,” “we,” “our” and “us”) is a major technology innovator and global leader in semiconductors for wired and wireless communications. Our system-on-a-chip (SoC) and software solutions enable the delivery of voice, video, data and rich multimedia content to mobile devices, consumer electronics (CE) devices in the home and business networking products for the workplace, data centers, service providers and carriers. We provide the industry’s broadest portfolio of cutting-edge SoC solutions to manufacturers of computing and networking equipment, CE and broadband access products, and mobile devices.

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     We sell our products to leading wired and wireless communications manufacturers in each of our reportable segments: Broadband Communications (Home), Mobile & Wireless (Hand) and Infrastructure & Networking (Infrastructure). Our Mobile & Wireless reportable segment comprises our Mobile Platforms and Wireless Connectivity businesses. Because we leverage our technologies across different markets, certain of our integrated circuits may be incorporated into products used in multiple markets. We utilize independent foundries and third-party subcontractors to manufacture, assemble and test all of our semiconductor products.

     Our diverse product portfolio includes:

• Solutions for the Home (Broadband Communications) — enabling such products as digital cable, satellite and Internet Protocol (IP) set-top boxes and media servers; cable and digital subscriber line (DSL) modems and residential gateways; high definition televisions (HDTVs); high definition Blu-ray Disc^® players; and digital video recorders (DVRs).

• Solutions for the Hand (Mobile & Wireless) — integrating solutions in applications for wireless and personal area networking; cellular communications; personal navigation and global positioning; processing multimedia content in smartphones; and for managing the power in mobile devices; and

• Solutions for Infrastructure (Infrastructure & Networking) — incorporating solutions for the business network requirements of enterprise, data center, small-to-medium-sized businesses (SMBs), and carriers and service providers, featuring high-speed controllers, switches and physical layer (PHY) devices supporting transmission and switching for local, metropolitan, wide area and storage networking and server solutions; processors for broadband network and security applications; and Voice over Internet Protocol (VoIP) solutions for gateway and telephony systems.

     Our product revenue consists principally of sales of semiconductor devices and, to a lesser extent, software licenses and royalties, development, support and maintenance agreements, data services and cancellation fees. The majority of our product sales occur through the efforts of our direct sales force. The remaining balance of our product sales occurs through distributors. Our licensing revenue and income from the Qualcomm Agreement is generated from the licensing of our intellectual property, of which the vast majority to date has been derived from agreements with two customers, Verizon Wireless and Qualcomm Incorporated. The licensing revenue from our agreement with Verizon Wireless ended in March 2009 and the income from the Qualcomm Agreement is non-recurring and will terminate in 2013. There can be no assurances that we will be able to enter into similar arrangements in the future.

     A detailed discussion of our business may be found in Part I, Item 1, “Business,” of our 2009 Annual Report on Form 10-K.

  Operating Results for the Three and Nine Months Ended September 30, 2010

     In the three months ended September 30, 2010 our net income was $327.1 million as compared to net income of $84.6 million in the three months ended September 30, 2009, a difference of $242.5 million. In the nine months ended September 30, 2010 our net income was $815.6 million as compared to net income of $6.1 million in the nine months ended September 30, 2009, a difference of $809.6 million. The increase in profitability in both periods was the direct result of broad-based increases in net revenue of 44.0% and 54.8% in the three and nine months ended September 30, 2010, respectively, as compared to the three and nine months ended September 30, 2009. In addition, our total gross margin increased 80 basis points and 240 basis points in the three and nine months ended September 30, 2010, respectively, as compared to the three and nine months ended September 30, 2009. Other 2010 highlights include the following:

• Our cash and cash equivalents and marketable securities were $2.914 billion at September 30, 2010, compared with $2.368 billion at December 31, 2009. We generated cash flow from operations of $919.3 million during the nine months ended September 30, 2010.

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• In January 2010 our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends to holders of our Class A and Class B common stock. We paid $40.9 million and $120.7 million in dividends in the three and nine months ended September 30, 2010, respectively.

• In February 2010, as part of Broadcom’s regular annual equity compensation review program, our Compensation Committee granted 10.1 million shares subject to equity awards, which included 2.2 million employee stock options and 7.9 million restricted stock units. At the date of grant, the amount of unearned stock-based compensation expense associated with these awards was $247.6 million and was estimated to be expensed from 2010 through 2014.

• In February 2010 we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset the dilution associated with our stock incentive plans. Under this program we repurchased 3.8 million shares of our Class A common stock at a weighted average price of $31.88 per share in the nine months ended September 30, 2010. We did not repurchase any shares of our Class A common stock in the three months ended September 30, 2010. In the three months ended March 31, 2010 we repurchased an additional 5.2 million shares of our Class A common stock which completed the share repurchase program announced in July 2008.

• In March 2010 we acquired Teknovus, Inc., a leading supplier of Ethernet Passive Optical Network chipsets and software for approximately $100.1 million, net of cash acquired. We also assumed $14.6 million of debt which was subsequently repaid in the three months ended March 31, 2010.

• In July 2010 we acquired Innovision Research & Technology PLC, or Innovision, a near-field communication technology company for $47.9 million, net of cash acquired.

  Business Enterprise Segments.

     The following tables present details of our reportable segments and the “All Other” category:

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
	(In thousands)
Three Months Ended September 30, 2010
Net revenue	$	561,519	$	797,395	$	395,429	$	51,674		$	1,806,017
Operating income (loss)		117,348		164,996		140,804		(88,698	)		334,450
Three Months Ended September 30, 2009
Net revenue	$	394,863	$	520,614	$	287,047	$	51,673		$	1,254,197
Operating income (loss)		50,047		79,299		86,554		(127,267	)		88,633

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
	(In thousands)
Nine Months Ended September 30, 2010
Net revenue	$	1,557,407	$	1,981,742	$	1,178,344	$	155,271		$	4,872,764
Operating income (loss)		324,561		330,178		433,053		(274,041	)		813,751
Nine Months Ended September 30, 2009
Net revenue	$	1,075,960	$	1,217,961	$	715,751	$	137,905		$	3,147,577
Operating income (loss)		90,458		58,756		166,190		(318,155	)		(2,751	)

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Included in the “All Other” category:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(In thousands)
Net revenue	$	51,674		$	51,673		$	155,271		$	137,905
Stock-based compensation	$	113,220		$	128,698		$	358,474		$	375,099
Amortization of purchased intangible assets		11,820			8,035			36,074			24,558
Amortization of acquired inventory valuation step-up		264			699			6,929			7,679
Impairment of other long-lived assets		1,785			7,634			1,785			18,895
Settlement costs (gains), net		—			—			3,816			(57,256	)
Restructuring costs, net		—			4,772			111			12,330
Charitable contribution		—			—			—			50,000
Employer payroll tax on certain stock option exercises		2,364			1,625			6,125			3,567
Miscellaneous corporate allocation variances		10,919			27,477			15,998			21,188
Total other operating costs and expenses	$	140,372		$	178,940		$	429,312		$	456,060
Total operating loss for the “All Other” category	$	(88,698	)	$	(127,267	)	$	(274,041	)	$	(318,155	)

     For additional information about our business enterprise segments, see further discussion in Note 9 of Notes to Unaudited Condensed Consolidated Financial Statements.

  Factors That May Impact Net Income (Loss)

     Our net income (loss) has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

• volume of product sales and corresponding gross margin;

• required levels of research and development and other operating costs;

• stock-based compensation expense;

• licensing and income from intellectual property;

• deferral of revenue under multiple-element arrangements;

• amortization of purchased intangible assets;

• cash-based incentive compensation expense;

• litigation costs and insurance recoveries, including our directors’ and officers’ insurance settlement;

• settlement costs or gains, including our proposed class action settlement;

• income tax benefits from adjustments to tax reserves of foreign subsidiaries;

• the loss of interest income resulting from lower average interest rates and investment balance reductions resulting from expenditures on repurchases of our Class A common stock, dividends and acquisitions of businesses;

• impairment of goodwill and other long-lived assets;

34

• charitable contributions;

• other-than-temporary impairment of marketable securities and strategic investments;

• restructuring costs or reversals thereof; and

• gain (loss) on strategic investments.

Critical Accounting Policies and Estimates

     The preparation of financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to revenue recognition, rebates, allowances for doubtful accounts, sales returns and allowances, warranty reserves, inventory reserves, stock-based compensation expense, goodwill and purchased intangible asset valuations, strategic investments, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, self-insurance, restructuring costs, litigation and other loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. For a description of our critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes in any of our critical accounting policies during the nine months ended September 30, 2010.

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Results of Operations

     The following table sets forth certain Unaudited Condensed Consolidated Statements of Income data expressed as a percentage of net revenue for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net revenue:
Product revenue		96.8	%		95.3	%		96.4	%		95.0	%
Income from Qualcomm Agreement		2.9			4.1			3.2			3.8
Licensing revenue		0.3			0.6			0.4			1.2
Total net revenue		100.0			100.0			100.0			100.0
Costs and expenses:
Cost of product revenue		48.3			49.1			47.8			50.2
Research and development		24.8			31.2			26.5			36.2
Selling, general and administrative		8.1			11.3			8.7			12.5
Amortization of purchased intangible assets		0.2			0.3			0.2			0.4
Impairment of other long-lived assets		0.1			0.6			—			0.6
Restructuring costs, net		—			0.4			—			0.4
Settlement costs (gains), net		—			—			0.1			(1.8	)
Charitable contribution		—			—			—			1.6
Total operating costs and expenses		81.5			92.9			83.3			100.1
Income (loss) from operations		18.5			7.1			16.7			(0.1	)
Interest income, net		0.2			0.2			0.1			0.4
Other income (expense), net		(0.1	)		—			0.1			0.1
Income before income taxes		18.6			7.3			16.9			0.4
Provision for income taxes		0.5			0.6			0.2			0.2
Net income		18.1	%		6.7	%		16.7	%		0.2	%

     The following table presents details of product and total gross margin as a percentage of product and total revenue, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Product gross margin		50.1	%		48.5	%		50.5	%		47.1	%
Total gross margin		51.7			50.9			52.2			49.8

     The following table presents details of total stock-based compensation expense as a percentage of net revenue included in each functional line item in the unaudited condensed consolidated statements of income data above:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Cost of product revenue		0.3	%		0.5	%		0.3	%		0.6	%
Research and development		4.4			7.2			5.2			8.5
Selling, general and administrative		1.5			2.5			1.8			2.9

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  Net Revenue, Cost of Product Revenue, Product Gross Margin, and Total Gross Margin

     The following tables present net revenue, cost of product revenue, product gross margin and total gross margin:

	Three Months Ended						Three Months Ended									%
	September 30, 2010						September 30, 2009									Change
				% of Net						% of Net			Increase			in
	Amount			Revenue			Amount			Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Product revenue	$	1,748,692			96.8	%	$	1,194,745			95.3	%	$	553,947			46.4	%
Income from Qualcomm Agreement		51,674			2.9			51,674			4.1			—			—
Licensing revenue		5,651			0.3			7,778			0.6			(2,127	)		(27.3	)
Total net revenue	$	1,806,017			100.0	%	$	1,254,197			100.0	%	$	551,820			44.0	%
Cost of product revenue(1)	$	871,951			48.3	%	$	615,349			49.1	%	$	256,602			41.7	%
Product gross margin (2)		50.1	%					48.5	%					1.6	%
Total gross margin (2)		51.7	%					50.9	%					0.8	%

	Nine Months Ended						Nine Months Ended									%
	September 30, 2010						September 30, 2009									Change
				% of Net						% of Net			Increase			in
	Amount			Revenue			Amount			Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Product revenue	$	4,700,131			96.4	%	$	2,989,292			95.0	%	$	1,710,839			57.2	%
Income from Qualcomm Agreement		155,022			3.2			118,937			3.8			36,085			30.3
Licensing revenue		17,611			0.4			39,348			1.2			(21,737	)		(55.2	)
Total net revenue	$	4,872,764			100.0	%	$	3,147,577			100.0	%	$	1,725,187			54.8	%
Cost of product revenue(1)	$	2,328,502			47.8	%	$	1,580,300			50.2	%	$	748,202			47.3	%
Product gross margin (2)		50.5	%					47.1	%					3.4	%
Total gross margin (2)		52.2	%					49.8	%					2.4	%

	Three Months Ended						Three Months Ended									%
	September 30, 2010						June 30, 2010									Change
				% of Net						% of Net			Increase			in
	Amount			Revenue			Amount			Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Product revenue	$	1,748,692			96.8	%	$	1,547,095			96.4	%	$	201,597			13.0	%
Income from Qualcomm Agreement		51,674			2.9			51,674			3.2			—			—
Licensing revenue		5,651			0.3			5,679			0.4			(28	)		(0.5	)
Total net revenue	$	1,806,017			100.0	%	$	1,604,448			100.0	%	$	201,569			12.6	%
Cost of product revenue(1)	$	871,951			48.3	%	$	761,229			47.4	%	$	110,722			14.5	%
Product gross margin (2)		50.1	%					50.8	%					(0.7	)%
Total gross margin (2)		51.7	%					52.6	%					(0.9	)%

(1)	Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.
(2)	Due to the separate presentation of income from the Qualcomm Agreement and licensing revenue implemented in 2009, the tables include product gross margin in addition to our previously reported total gross margin.

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     Net Revenue. Our product revenue is generated principally by sales of our semiconductor devices. Our Broadband Communications products include solutions for cable modems, DSL applications, digital cable, direct broadcast satellite and IP set-top boxes, digital TVs and high definition DVD and personal video recording devices. Our Mobile & Wireless products include wireless LAN, cellular, touch controller, GPS, Bluetooth, mobile multimedia and applications processors, mobile power management and VoIP solutions. Our Infrastructure & Networking products include Ethernet transceivers, controllers, switches, broadband network and security processors and server chipsets. Our licensing revenue and income from the Qualcomm Agreement is generated from the licensing of intellectual property.

     The following table presents net revenue from each of our reportable segments and its respective contribution to net revenue:

	Three Months Ended					Three Months Ended							%
	September 30, 2010					September 30, 2009							Change
			% of Net					% of Net					in
	Amount		Revenue			Amount		Revenue			Increase		Amount
	(In thousands, except percentages)
Broadband Communications	$	561,519		31.1	%	$	394,863		31.5	%	$	166,656		42.2	%
Mobile & Wireless		797,395		44.2			520,614		41.5			276,781		53.2
Infrastructure & Networking		395,429		21.8			287,047		22.9			108,382		37.8
All other(1)		51,674		2.9			51,673		4.1			1		0.0
Total net revenue	$	1,806,017		100.0	%	$	1,254,197		100.0	%	$	551,820		44.0	%

(1) Includes (i) income relating to the Qualcomm Agreement that was entered into in April 2009 and (ii) other revenue from certain patent agreements. See Notes 1 and 2 of Notes to Unaudited Condensed Consolidated Financial Statements.

     The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes and broadband modems. The increase in net revenue from our Mobile & Wireless reportable segment resulted primarily from the increase in demand for our wireless combo solutions as well as the ramp of our cellular products. The increase in net revenue from our Infrastructure & Networking reportable segment resulted primarily from an increase in demand for our Ethernet switching products.

     The following table presents net revenue from each of our reportable segments and its respective contribution to net revenue:

	Nine Months Ended					Nine Months Ended							%
	September 30, 2010					September 30, 2009							Change
			% of Net					% of Net					in
	Amount		Revenue			Amount		Revenue			Increase		Amount
	(In thousands, except percentages)
Broadband Communications	$	1,557,407		32.0	%	$	1,075,960		34.2	%	$	481,447		44.7	%
Mobile & Wireless		1,981,742		40.7			1,217,961		38.7			763,781		62.7
Infrastructure & Networking		1,178,344		24.1			715,751		22.7			462,593		64.6
All other(1)		155,271		3.2			137,905		4.4			17,366		12.6
Total net revenue	$	4,872,764		100.0	%	$	3,147,577		100.0	%	$	1,725,187		54.8	%

(1) Includes (i) income relating to the Qualcomm Agreement that was entered into in April 2009, (ii) royalties received pursuant to a patent license agreement that was entered into with Verizon Wireless in July 2007 and (iii) other revenue from certain patent agreements, each previously reported in our Mobile & Wireless reportable segment. See Notes 1 and 2 of Notes to Unaudited Condensed Consolidated Financial Statements.

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     The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes and broadband modems. The increase in net revenue from our Mobile & Wireless reportable segment resulted primarily from the increase in demand for our wireless combo solutions as well as the ramp of our cellular products. The increase in net revenue from our Infrastructure & Networking reportable segment resulted primarily from an increase in demand for our Ethernet switching products. The increase in our “All Other” category was the result of a $36.0 million increase in income received from the Qualcomm Agreement, offset in part by a $19.0 million decrease in licensing revenue from our agreement with Verizon Wireless.

     The following table presents net revenue from each of our reportable segments and its respective contribution to net revenue:

	Three Months Ended					Three Months Ended							%
	September 30, 2010					June 30, 2010							Change
			% of Net					% of Net					in
	Amount		Revenue			Amount		Revenue			Increase		Amount
	(In thousands, except percentages)
Broadband Communications	$	561,519		31.1	%	$	532,103		33.2	%	$	29,416		5.5	%
Mobile & Wireless		797,395		44.2			630,053		39.3			167,342		26.6
Infrastructure & Networking		395,429		21.8			390,619		24.3			4,810		1.2
All other(1)		51,674		2.9			51,673		3.2			1		0.0
Total net revenue	$	1,806,017		100.0	%	$	1,604,448		100.0	%	$	201,569		12.6	%

(1) Includes (i) income relating to the Qualcomm Agreement that was entered into in April 2009 and (ii) other revenue from certain patent agreements. See Notes 1 and 2 of Notes to Unaudited Condensed Consolidated Financial Statements.

     The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes and broadband modems. The increase in net revenue from our Mobile & Wireless reportable segment resulted from the continued increase in demand for our wireless combo solutions and cellular products.

     We recorded rebates to certain customers of $145.4 million, or 8.0% of net revenue, $132.2 million, or 8.2% of net revenue, $97.0 million, or 7.7% of net revenue, in the three months ended September 30, 2010, June 30, 2010, and September 30, 2009, respectively and $381.3 million, or 7.8% of net revenue and $217.6 million, or 6.9% of net revenue in the nine months ended September 30, 2010 and 2009, respectively. The increase in rebates in 2010 was attributable to the increase in net revenue along with a change to the mix in sales to customers that participate in our rebate programs, primarily an increase in the Mobile & Wireless area. We anticipate that accrued rebates will vary in future periods based upon the level of overall sales to customers that participate in our rebate programs. We reversed accrued rebates of $0.4 million, $1.0 million and $1.6 million in the three months ended September 30, 2010, June 30, 2010 and September 30 2009, respectively, and $3.2 million and $9.2 million in the nine months ended September 30, 2010 and 2009, respectively.

     From time to time, our key customers place large orders causing our quarterly net revenue to fluctuate significantly. We expect that these fluctuations will continue and that they may be exaggerated by the seasonal variations in consumer products and changes in the overall economic environment. Additionally, since we own inventory that is physically located in a third party’s warehouse, our ability to effectively manage inventory levels may be impaired, causing our total inventory turns to decrease, which could increase expenses associated with excess and obsolete products and negatively impact our cash flow.

     For these and other reasons, our total net revenue and results of operations for the three and nine months ended September 30, 2010 and prior periods may not necessarily be indicative of future net revenue and results of operations.

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  Concentration of Net Revenue

     Income from the Qualcomm Agreement is expected to be recognized in the remainder of 2010 through 2013 as follows:

	2010		2011		2012		2013		Thereafter		Total
	(In thousands)
Income from Qualcomm Agreement	$	51,674	$	206,695	$	186,012	$	86,400	$	—	$	530,781

     The following table presents details of our product net revenue:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Product sales made through direct sales force (1)		77.6	%		76.8	%		78.2	%		79.0	%
Product sales made through distributors(2)		22.4			23.2			21.8			21.0
		100.0	%		100.0	%		100.0	%		100.0	%

(1)	Includes 8.3% and 6.7% of product sales maintained under hubbing arrangements with certain of our customers in the three months ended September 30, 2010 and 2009, respectively, and 6.6% and 7.1% in the nine months ended September 30, 2010 and 2009, respectively.
(2)	Includes 8.6% and 9.6% of product sales maintained under fulfillment distributor arrangements in the three months ended September 30, 2010 and 2009, respectively, and 7.4% and 8.3% in the nine months ended September 30, 2010 and 2009, respectively.

     Sales to our significant customers, including sales to their manufacturing subcontractors, as a percentage of net revenue were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Five largest customers as a group		39.2	%		36.3	%		36.7	%		34.2	%

     We expect that our largest customers will continue to account for a substantial portion of our total net revenue for the remainder of 2010 and for the foreseeable future. The identities of our largest customers and their respective contributions to our total net revenue have varied and will likely continue to vary from period to period.

     Product revenue derived from all independent customers located outside the United States, excluding foreign subsidiaries or manufacturing subcontractors of customers that are headquartered in the United States even though such subsidiaries or manufacturing subcontractors are located outside of the United States, as a percentage of product revenue was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Asia (primarily in Korea, China, Japan and Taiwan)		36.1	%		37.5	%		38.4	%		37.2	%
Europe (primarily in the Finland, United Kingdom and France)		17.8			10.4			15.7			12.4
Other		0.3			5.3			0.4			2.3
		54.2	%		53.2	%		54.5	%		51.9	%

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     Product revenue derived from shipments to international destinations, as a percentage of product revenue was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
China		30.9	%		28.9	%		29.5	%		29.0	%
Hong Kong		26.4			22.9			26.2			24.7
Other Asia (primarily Singapore and Taiwan)		36.4			41.1			37.3			36.8
Europe (primarily in Sweden, Hungary and Romania)		2.4			2.1			2.4			2.9
Other		1.6			1.3			1.6			1.3
		97.7	%		96.3	%		97.0	%		94.7	%

     All of our revenue to date has been denominated in U.S. dollars.

  Factors That May Impact Net Revenue

     The demand for our products and the subsequent recognition of net revenue has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

• general economic and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, trends in the broadband communications markets in various geographic regions, including seasonality in sales of consumer products into which our products are incorporated;

• the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers and distributors, to manage inventory;

• the timing of our distributors’ shipments to their customers or when products are taken by our customers under hubbing arrangements;

• our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a cost effective and timely manner;

• the rate at which our present and future customers and end-users adopt/ramp our products and technologies;

• the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; and

• the unavailability of credit and financing, which may lead certain of our customers to reduce their level of purchases or to seek credit or other accommodations from us.

     Cost of Product Revenue and Product Gross Margin. Cost of product revenue comprises the cost of our semiconductor devices, which consists of the cost of purchasing finished silicon wafers manufactured by independent foundries, costs associated with our purchase of assembly, test and quality assurance services and packaging materials for semiconductor products, as well as royalties paid to vendors for use of their technology. Also included in cost of product revenue is the amortization of purchased technology, and manufacturing overhead, including costs of personnel and equipment associated with manufacturing support, product warranty costs, provisions for excess and obsolete inventories, and stock-based compensation expense for personnel engaged in manufacturing support. Product gross margin is product revenue less cost of product revenue divided by product revenue and does not include income from the Qualcomm Agreement and licensing revenue of intellectual property. Total gross margin is total net revenue less cost of product revenue divided by total net revenue.

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     Product gross margin increased from 48.5% in the three months ended September 30, 2009 to 50.1% in the three months ended September 30, 2010 primarily as a result of cost reductions in each of our reportable segments as we continued our transition to 65 nanometer process technology. Other factors that contributed to the increase in product gross margin were: (i) fixed costs being spread over a higher revenue base and (ii) an increase in margins primarily related to the mix in our infrastructure and networking products, offset in part by a net increase in excess and obsolete inventory provisions of $15.2 million.

     Product gross margin increased from 47.1% in the nine months ended September 30, 2009 to 50.5% in the nine months ended September 30, 2010 primarily as a result of cost reductions in each of our reportable segments as we continued our transition to 65 nanometer process technology. Other factors that contributed to the increase in product gross margin were: (i) fixed costs being spread over a higher revenue base (ii) an increase in margins primarily related to the mix in our infrastructure and networking products and (iii) a net decrease in excess and obsolete inventory provisions of $11.8 million.

     Product gross margin decreased from 50.8% in the three months ended June 30, 2010 to 50.1% in the three months ended September 30, 2010 primarily as a result of a net increase in excess and obsolete inventory provisions of $20.9 million, offset in part by fixed costs being spread over a higher revenue base.

  Factors That May Impact Product Gross Margin

     Our product gross margin has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

• our product mix and volume of product sales (including sales to high volume customers);

• the positions of our products in their respective life cycles;

• introduction of products with lower margins;

• the effects of competition;

• the effects of competitive pricing programs and rebates;

• provisions for excess and obsolete inventories and their relationship to demand volatility;

• manufacturing cost efficiencies and inefficiencies;

• fluctuations in direct product costs such as silicon wafer costs and assembly, packaging and testing costs, and other fixed costs;

• our ability to create cost advantages through successful integration and convergence;

• our ability to advance to the next technology node faster than our competitors;

• licensing royalties payable by us;

• product warranty costs;

• fair value of acquired tangible and intangible assets; and

• reversals of unclaimed rebates and warranty reserves.

     Typically our newly introduced products have lower gross margins until we commence volume production and launch lower cost revisions of such products enabling us to benefit from economies of scale and more efficient designs. Our product and total gross margin may also be impacted by additional stock-based compensation expense

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and changes therein, as discussed below, and the amortization of purchased intangible assets related to future acquisitions.

  Research and Development Expense

     Research and development expense consists primarily of salaries and related costs of employees engaged in research, design and development activities, including stock-based compensation expense. Development and design costs consist primarily of costs related to engineering design tools, mask and prototyping costs, testing and subcontracting costs. In addition, we incur costs related to facilities and equipment expense, among other items.

     The following tables present details of research and development expense:

	Three Months Ended					Three Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net			Increase			in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Salaries and benefits	$	234,634		13.0	%	$	196,036		15.6	%	$	38,598			19.7	%
Stock-based compensation(1)		80,171		4.4			90,829		7.2			(10,658	)		(11.7	)
Development and design costs		76,515		4.2			54,237		4.3			22,278			41.1
Other		56,257		3.2			50,068		4.1			6,189			12.4
Research and development	$	447,577		24.8	%	$	391,170		31.2	%	$	56,407			14.4	%

	Nine Months Ended					Nine Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net			Increase			in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Salaries and benefits	$	681,890		14.0	%	$	574,200		18.2	%	$	107,690			18.8	%
Stock-based compensation(1)		252,977		5.2			266,698		8.5			(13,721	)		(5.1	)
Development and design costs		195,859		4.0			148,185		4.7			47,674			32.2
Other		159,337		3.3			149,581		4.8			9,756			6.5
Research and development	$	1,290,063		26.5	%	$	1,138,664		36.2	%	$	151,399			13.3	%

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

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     The increase in salaries and benefits was primarily attributable to an increase in headcount of approximately 930 personnel (predominantly in the Infrastructure & Networking reportable segment as a result of our acquisitions of Dune Networks and Teknovus, as well as increases in our Mobile & Wireless reportable segment as a result of our Innovision acquisition), to approximately 6,340 at September 30, 2010, which represents a 17.2% increase from our September 30, 2009 levels. Salary increases were also attributable to increased incentive compensation. Development and design costs increased due to increases in mask, prototyping, testing and engineering design tool costs stemming from our continued transition of products to 65 and 40 nanometer process technologies. Development and design costs vary from period to period depending on the timing, development and tape-out of various products.

     We expect research and development costs to increase as a result of growth in, and the diversification of, the markets we serve, new product opportunities, the number of design wins that go into production, changes in our compensation policies, and any expansion into new markets and technologies.

     We remain committed to significant research and development efforts to extend our technology leadership in the wired and wireless communications markets in which we operate. The majority of our new products are now designed in 65 nanometer and 40 nanometer CMOS processes, and we are preparing for the 28 nanometer process. We currently hold more than 4,500 U.S. and more than 1,900 foreign patents and more than 7,800 additional U.S. and foreign pending patent applications. We maintain an active program of filing for and acquiring additional U.S. and foreign patents in wired and wireless communications and other fields.

  Selling, General and Administrative Expense

     Selling, general and administrative expense consists primarily of personnel-related expenses, including stock-based compensation expense, legal and other professional fees, facilities expenses and communications expenses.

     The following tables present details of selling, general and administrative expense:

	Three Months Ended					Three Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net			Increase			in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Salaries and benefits	$	61,214		3.4	%	$	53,180		4.2	%	$	8,034			15.1	%
Stock-based compensation(1)		27,927		1.5			31,290		2.5			(3,363	)		(10.7	)
Legal and accounting fees		32,237		1.8			42,728		3.4			(10,491	)		(24.6	)
Other		24,471		1.4			15,282		1.2			9,189			60.1
Selling, general and administrative	$	145,849		8.1	%	$	142,480		11.3	%	$	3,369			2.4	%

	Nine Months Ended					Nine Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net			Increase			in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Salaries and benefits	$	175,556		3.6	%	$	144,335		4.6	%	$	31,221			21.6	%
Stock-based compensation(1)		88,647		1.8			89,817		2.9			(1,170	)		(1.3	)
Legal and accounting fees		90,337		1.9			116,854		3.7			(26,517	)		(22.7	)
Other		67,304		1.4			43,932		1.3			23,372			53.2
Selling, general and administrative	$	421,844		8.7	%	$	394,938		12.5	%	$	26,906			6.8	%

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

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     The increase in salaries and benefits was primarily attributable to an increase in headcount of approximately 220 personnel which represents an 17.1% increase from our September 30, 2009 levels, as well as higher incentive compensation. The decrease in legal and accounting fees related to a decrease in legal fees associated with litigation related to our stock options matter. Legal fees consist primarily of attorneys’ fees and expenses related to our outstanding intellectual property and prior years’ stock option backdating securities litigation, patent prosecution and filings and various other transactions. Legal fees fluctuate from period to period due to the nature, scope, timing and costs of the matters in litigation. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for further information. The increase in the Other line item in the above tables is primarily attributable to an increase in facilities and travel expenses.

  Stock-Based Compensation Expense

     The following tables present details of total stock-based compensation expense that is included in each functional line item in our unaudited condensed consolidated statements of income:

	Three Months Ended					Three Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net						in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Cost of product revenue	$	5,122		0.3	%	$	6,579		0.5	%	$	(1,457	)		(22.1	)%
Research and development		80,171		4.4			90,829		7.2			(10,658	)		(11.7	)
Selling, general and administrative		27,927		1.5			31,290		2.5			(3,363	)		(10.7	)
	$	113,220		6.2	%	$	128,698		10.2	%	$	(15,478	)		(12.0	)%

	Nine Months Ended					Nine Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net						in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Cost of product revenue	$	16,850		0.3	%	$	18,584		0.6	%	$	(1,734	)		(9.3	)%
Research and development		252,977		5.2			266,698		8.5			(13,721	)		(5.1	)
Selling, general and administrative		88,647		1.8			89,817		2.9			(1,170	)		(1.3	)
	$	358,474		7.3	%	$	375,099		12.0	%	$	(16,625	)		(4.4	)%

     We recognize stock-based compensation expense related to share-based awards, resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions over their respective service periods. Unearned stock-based compensation is principally amortized ratably over the service periods of the underlying stock options and restricted stock units, generally 48 months and 16 quarters, respectively. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards to employees or assume unvested equity awards in connection with acquisitions.

     It is our long-term objective that total stock-based compensation approximates 5% of total net revenue.

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     The following table presents details of unearned stock-based compensation currently estimated to be expensed in the remainder of 2010 through 2014 related to unvested share-based payment awards at September 30, 2010:

	2010		2011		2012		2013		2014		Total
	(In thousands)
Unearned stock-based compensation	$	108,981	$	347,004	$	217,404	$	112,976	$	12,458	$	798,823

     See Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of activity related to share-based awards.

  Amortization of Purchased Intangible Assets

     The following tables present details of the amortization of purchased intangible assets included in the cost of product revenue and other operating expense categories:

	Three Months Ended					Three Months Ended							%
	September 30, 2010					September 30, 2009							Change
			% of Net					% of Net					in
	Amount		Revenue			Amount		Revenue			Increase		Amount
	(In thousands, except percentages)
Cost of product revenue	$	7,415		0.4	%	$	3,876		0.3	%	$	3,539		91.3	%
Other operating expenses		4,405		0.2			4,159		0.3			246		5.9
	$	11,820		0.6	%	$	8,035		0.6	%	$	3,785		47.1	%

	Nine Months Ended					Nine Months Ended							%
	September 30, 2010					September 30, 2009							Change
			% of Net					% of Net					in
	Amount		Revenue			Amount		Revenue			Increase		Amount
	(In thousands, except percentages)
Cost of product revenue	$	23,182		0.5	%	$	12,101		0.4	%	$	11,081		91.6	%
Other operating expenses		12,892		0.2			12,457		0.4			435		3.5
	$	36,074		0.7	%	$	24,558		0.8	%	$	11,516		46.9	%

     The following table presents details of the amortization of existing purchased intangible assets, including IPR&D that is currently estimated to be expensed in the remainder of 2010 and thereafter at September 30, 2010. If we acquire additional purchased intangible assets in the future, our cost of product revenue or operating expenses will be increased by the amortization of those assets.

	Purchased Intangible Asset Amortization by Year
	2010		2011		2012		2013		2014		Thereafter		Total
	(In thousands)
Cost of product revenue	$	7,190	$	36,541	$	43,284	$	34,503	$	21,535	$	26,434	$	169,487
Other operating expenses		7,449		6,405		3,467		3,106		3,089		12,180		35,696
	$	14,639	$	42,946	$	46,751	$	37,609	$	24,624	$	38,614	$	205,183

  Impairment of Long-Lived Assets

     In the three months ended September 30, 2010 we recorded an impairment charge to developed technology of $1.8 million. In the three and nine months ended September 30, 2009 we recorded an impairment to customer relationships, completed technology and certain other assets of $7.6 million and $18.9 million, respectively, related to the acquisition of the DTV Business of AMD.

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  Restructuring Costs (Reversals)

     In light of the deterioration in worldwide economic conditions, in January 2009 we implemented a restructuring plan that included a reduction in our worldwide headcount of 200 people, which represented 3% of our global workforce. In the three months ended September 30, 2009 we implemented a plan to reduce our headcount by an additional 120 people related to our DTV business. We did not record any restructuring costs in the nine months ended September 30, 2010.

     We recorded $4.8 million and $12.3 million in net restructuring costs in the three and nine months ended September 30, 2009, respectively, related to the plans, primarily for severance and other charges associated with our reduction in workforce across multiple locations and functions and, to a lesser extent, the closure of one of our facilities.

  Settlement Costs (Gains)

     We did not record any settlement costs in the three months ended September 30, 2010 or 2009. We recorded settlement charges of $3.8 million in the nine months ended September 30, 2010. In the nine months ended September 30, 2009, we recorded settlement gains of $65.3 million related to the Qualcomm Agreement, $6.9 million in settlement costs for an estimated settlement associated with certain employment tax items and additional settlement costs of $1.2 million.

  Charitable Contribution

     In April 2009 we established the Broadcom Foundation, or the Foundation, to support science, technology, engineering and mathematics programs, as well as a broad range of community services. In June 2009 we pledged to make an unrestricted grant of $50.0 million to the Foundation upon receiving a determination letter from the Internal Revenue Service of the exemption from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. We recorded an operating expense for the contribution of $50.0 million in the nine months ended September 30, 2009.

  Interest and Other Income (Expense), Net

     The following tables present interest and other income, net:

	Three Months Ended						Three Months Ended									%
	September 30, 2010						September 30, 2009									Change
				% of Net						% of Net			Increase			in
	Amount			Revenue			Amount			Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Interest income, net	$	3,180			0.2	%	$	2,978			0.2	%	$	202			6.8	%
Other income (expense), net		(1,113	)		(0.1	)		(178	)		—			(935	)		525.3

	Nine Months Ended					Nine Months Ended								%
	September 30, 2010					September 30, 2009								Change
			% of Net					% of Net			Increase			in
	Amount		Revenue			Amount		Revenue			(Decrease)			Amount
	(In thousands, except percentages)
Interest income, net	$	8,042		0.1	%	$	11,362		0.4	%	$	(3,320	)		(29.2	)%
Other income (expense), net		3,679		0.1			2,487		0.1			1,192			47.9

     Interest income, net, reflects interest earned on cash and cash equivalents and marketable securities balances. Other income, net, primarily includes gains and losses on foreign currency transactions. The increase in interest income, net, for the three months ended September 30, 2010 as compared to the three months ended September 30, 2009, was the result of the increase in our cash and marketable securities balances, offset in part by the overall decrease in market interest rates . Our cash and marketable securities balances increased from $2.377 billion at September 30, 2009 to $2.914 billion at September 30, 2010, primarily due to net cash provided by operating

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activities. The average interest rates in the three months ended September 30, 2010 and 2009 were 0.47% and 0.51%, respectively.

     The decrease in interest income, net, for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 was the result of the current interest rate environment as the Federal Funds Rate was approximately 0.25% at September 30, 2010 and the shortened investment duration of our cash and marketable securities as compared to the same period a year ago. The average interest rates in the nine months ended September 30, 2010 and 2009 were 0.42% and 0.71%, respectively.

  Provision for Income Taxes

     We recorded tax provisions of $9.4 million and $9.9 million for the three and nine months ended September 30, 2010, respectively, and tax provisions of $6.8 million and $5.0 million for the three and nine months ended September 30, 2009, respectively. Our effective tax rates were 2.8% and 1.2% for the three and nine months ended September 30, 2010, respectively, and 7.5% and 45.4% for the three and nine months ended September 30, 2009, respectively. The difference between our effective tax rates and the 35% federal statutory rate resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate in the three and nine months ended September 30, 2010 and 2009, domestic losses recorded without income tax benefit in the three and nine months ended September 30, 2009, and tax benefits resulting primarily from the expiration of the statutes of limitations for the assessment of taxes in various foreign jurisdictions of $6.7 million for the nine months ended September 30, 2010 and $6.5 million for the nine months ended September 30, 2009. As part of our acquisition of Innovision Research & Technology plc, we recorded a tax provision of $3.4 million for the three and nine months ended September 30, 2010 for certain acquired deferred tax assets. We also recorded a tax benefit of $3.9 million in the nine months ended September 30, 2009 reflecting the utilization of a portion of our credits for increasing research activities (research and development tax credits) pursuant to a provision contained in the American Recovery and Reinvestment Tax Act of 2009, which was enacted in February 2009. Additionally, as a result of the May 27, 2009 and March 22, 2010 decisions in the U.S. Court of Appeals for the Ninth Circuit case concerning Xilinx (discussed below), we recorded a tax benefit of approximately $3 million in the nine months ended September 30, 2010 to reverse the approximately $3 million of related exposure previously recorded in the nine months ended September 30, 2009.

     We utilize the asset and liability method of accounting for income taxes. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our recent cumulative tax losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative tax losses, we had net deferred tax liabilities of $12.4 million and $11.2 million at September 30, 2010 and December 31, 2009, respectively.

     As previously disclosed, on May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit in the case between Xilinx, Inc. and the Commissioner of Internal Revenue, overturned a 2005 U.S. Tax Court ruling regarding treatment of certain compensation expenses under a Company’s research and development cost-sharing arrangements with affiliates. The Court of Appeals held that related parties to such an arrangement must share stock-based compensation expenses, notwithstanding the fact that unrelated parties in such an arrangement would not share such costs. The case was subject to further appeal. As a result of this May 27, 2009 decision, we reduced our gross deferred tax assets for federal and state net operating loss carryforwards and capitalized research and development costs, increased in our deferred tax assets for certain tax credits, and increased our tax provision in 2009 by approximately $3 million.

     On January 13, 2010, the U.S. Court of Appeals for the Ninth Circuit withdrew its May 27, 2009 ruling in the Xilinx case and subsequently issued a new decision in favor of Xilinx on March 22, 2010, thereby affirming the August 30, 2005 decision of the U.S. Tax Court. Consequently, during the quarter ended March 31, 2010, we reversed the amounts we had previously recorded in 2009 related to the court’s May 27, 2009 decision. As a result, in the quarter ended March 31, 2010, we reduced our tax provision by approximately $3 million and adjusted certain

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of our gross deferred tax assets. Included in these adjustments was an increase in our federal and state net operating loss carryforwards of approximately $665 million and $455 million, respectively, an increase of federal and state capitalized research and development costs of approximately $10 million each, an increase in our deferred tax assets relating to stock-based compensation of approximately $65 million, and a decrease in certain tax credits of approximately $10 million. These changes in our gross deferred tax assets were fully offset by a valuation allowance adjustment, and therefore did not result in any change in our net deferred tax assets or our income tax expense for the three months ended March 31, 2010. In addition to the adjustments related to the March 22, 2010 Xilinx decision, in the three months ended March 31, 2010, we reduced our federal and state net operating losses by approximately $60 million for adjustments to our intercompany charges to foreign affiliates for the years ended 2001 to 2009. This reduction to our net operating losses is fully offset by a corresponding adjustment to the valuation allowance for deferred tax assets resulting in no net change to net deferred tax assets in our unaudited condensed consolidated balance sheet and no adjustment to our income tax expense.

     We file federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2004 through 2009 tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2003 through 2009 tax years generally remain subject to examination by tax authorities.

     Our income tax returns for the 2004, 2005 and 2006 tax years and our employment tax returns for the 2003, 2004, 2005 and 2006 tax years are currently under examination by the Internal Revenue Service. We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. In March 2010, a Notice of Proposed Adjustment, or NOPA, was received relating to the IRS examination of our 2004, 2005 and 2006 income tax returns. The NOPA primarily relates to cost-sharing methodologies of stock based compensation, as well as other cost-sharing related issues. In light of the Ninth Circuit Xilinx decision, we believe the stock based compensation matters identified in the NOPA and the settlement of the remaining proposed adjustments will not result in a material adverse financial impact on our results of operations.

     We operate under tax holidays in Singapore, which are effective through March 31, 2014. The tax holidays are conditional upon our continued compliance in meeting certain employment and investment thresholds.

Recent Accounting Pronouncements

     See Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for a description of our recent accounting pronouncements.

Subsequent Events

     See Note 10 of Notes to Unaudited Condensed Consolidated Financial Statements for a description of our recent entry into definitive agreements to acquire Beceem Communications Inc. and Percello Ltd.

Liquidity and Capital Resources

     Working Capital and Cash and Marketable Securities. The following table presents working capital, and cash and cash equivalents and marketable securities:

	September 30,		December 31,		Increase
	2010		2009		(Decrease)
	(In thousands)
Working capital	$	2,608,342	$	1,765,982	$	842,360
Cash and cash equivalents(1)	$	1,245,940	$	1,397,093	$	(151,153	)
Short-term marketable securities(1)		1,148,139		532,281		615,858
Long-term marketable securities		520,276		438,616		81,660
	$	2,914,355	$	2,367,990	$	546,365

(1) Included in working capital.

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     See discussion of market risk that follows in Item 3. Quantitative and Qualitative Disclosures about Market Risk.

  Cash Provided and Used in the Nine Months Ended September 30, 2010 and 2009

     Cash and cash equivalents increased to $1.246 billion at September 30, 2010 from $1.397 billion at December 31, 2009 as a result of cash provided by operating activities, and the proceeds from the issuance of our Class A common stock, offset by net purchases of marketable securities, the acquisition of Teknovus and Innovision, repurchases of our Class A common stock and our quarterly dividend payments.

	Nine Months Ended
	September 30,
	2010			2009
	(In thousands)
Net cash provided by operating activities	$	919,321		$	654,965
Net cash used in investing activities		(934,704	)		(370,527	)
Net cash used in financing activities		(135,770	)		(129,862	)
Increase (decrease) in cash and cash equivalents	$	(151,153	)	$	154,576
Cash and cash equivalents at beginning of period		1,397,093			1,190,645
Cash and cash equivalents at end of period	$	1,245,940		$	1,345,221

  Operating Activities

     In the nine months ended September 30, 2010 our operating activities provided $919.3 million in cash. This was primarily the result of net income of $815.6 million and net non-cash operating expenses of $454.0 million, offset in part by net cash used by changes in operating assets and liabilities of $350.3 million including our $160.5 million payment of previously accrued securities litigation settlement costs. In the nine months ended September 30, 2009 our operating activities provided $655.0 million in cash. This was primarily the result of $467.5 million in net non-cash operating expenses, $181.4 million in net cash provided by changes in operating assets and liabilities (including the effects of the proceeds received from the Qualcomm Agreement) and net income of $6.1 million.

     Changes in assets and liabilities at September 30, 2010 compared to December 31, 2009 included the following:

• Days sales outstanding increased from 35 days to 40 days driven primarily by a variation in revenue linearity as a larger percentage of our sales occurred in the last month of the quarter ended September 30, 2010 as compared to the last month of the quarter ended December 31, 2009.

• Inventory days on hand increased from 52 days to 56 days due to our decision to increase inventory on hand to meet the anticipated growth in the demand for our products primarily in our Mobile & Wireless reportable segment.

• Accounts payable days outstanding decreased from 63 to 59 days resulting primarily from the timing of inventory purchases and vendor payments.

     We typically bill customers on an open account basis subject to our standard net thirty day payment terms. If, in the longer term, our revenue increases, it is likely that our accounts receivable balance will also increase. Our accounts receivable could also increase if customers delay their payments or if we grant extended payment terms to customers, both of which are more likely to occur during challenging economic times when our customers may face issues gaining access to sufficient credit on a timely basis.

     In the future, our inventory levels will continue to be determined by the level of purchase orders we receive and the stage at which our products are in their respective product life cycles, our ability, and the ability of our customers, to manage inventory under hubbing arrangements, and competitive situations in the marketplace. Such considerations are balanced against the risk of obsolescence or potentially excess inventory levels.

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Investing Activities

     Investing activities used $934.7 million in cash in the nine months ended September 30, 2010, which was primarily the result of $694.3 million in net purchases of marketable securities, $150.4 million in net cash paid primarily for the acquisitions of Teknovus and Innovision and $82.0 million of capital equipment purchases, mostly to support our research and development efforts. Investing activities used $370.5 million in cash in the nine months ended September 30, 2009, which was primarily the result of net purchases of marketable securities of $320.6 million and $48.8 million of capital equipment purchases.

Financing Activities

     Our financing activities used $135.8 million in cash in the nine months ended September 30, 2010, which was primarily the result of $275.5 million in repurchases of shares of our Class A common stock, dividends paid of $120.7 million, repayment of debt assumed in our Teknovus acquisition of $14.6 million and $96.7 million in minimum tax withholding paid on behalf of employees for shares issued pursuant to restricted stock units, offset in part by $371.7 million in proceeds received from issuances of common stock upon exercise of stock options and pursuant to our employee stock purchase plan. Our financing activities used $129.9 million in cash in the nine months ended September 30, 2009, which was primarily the result of $206.5 million in repurchases of shares of our Class A common stock and $60.6 million in minimum tax withholding paid on behalf of employees for shares issued pursuant to restricted stock units, offset in part by $137.2 million in proceeds received from issuances of common stock upon exercise of stock options and pursuant to our employee stock purchase plan.

     The timing and number of stock option exercises and employee stock purchases and the amount of cash proceeds we receive through those exercises and purchases are not within our control, and in the future we may not generate as much cash from the exercise of stock options as we have in the past. Moreover, it is now our practice to issue a combination of restricted stock units and stock options only to certain employees and, in most cases to issue solely restricted stock units. Unlike the exercise of stock options, the issuance of shares upon vesting of restricted stock units does not result in any cash proceeds to Broadcom and requires the use of cash, as we currently allow employees to elect to have a portion of the shares issued upon vesting of restricted stock units withheld to satisfy minimum statutory withholding taxes, which we then pay in cash to the appropriate tax authorities on each participating employee’s behalf.

Prospective Capital Needs

     We believe that our existing cash, cash equivalents and marketable securities, together with cash generated from operations and from the purchase of common stock through our employee stock option and purchase plans, will be sufficient to cover our working capital needs, capital expenditures, investment requirements, commitments, repurchases of our Class A common stock and quarterly dividends for at least the next 12 months. However, it is possible that we may need to raise additional funds to finance our activities beyond the next 12 months or to consummate acquisitions of other businesses, assets, products or technologies. If needed, we may be able to raise such funds by selling equity or debt securities to the public or to selected investors, or by borrowing money from financial institutions. We could also reduce certain expenditures, such as repurchases of our Class A common stock.

     In addition, even though we may not need additional funds, we may still elect to sell additional equity or debt securities or obtain credit facilities for other reasons. We intend to actively explore the bank lending and bond markets in the fourth quarter ending December 31, 2010 and will be opportunistic about borrowing should we be able to obtain the right terms. However, we may not be able to obtain such funds on a timely basis on acceptable terms, if at all. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing shareholders would be reduced. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to those of our Class A common stock.

     Although we believe that we have sufficient capital to fund our activities for at least the next 12 months, our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital we will need in the future will depend on many factors, including:

• general economic and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, trends in the broadband communications markets in various

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geographic regions, including seasonality in sales of consumer products into which our products are incorporated;

• acquisitions of other businesses, assets, products or technologies;

• the unavailability of credit and financing, which may lead certain of our customers to reduce their levels of purchases or to seek credit or other accommodations from us;

• litigation expenses, settlements and judgments;

• the overall levels of sales of our semiconductor products, licensing revenue, income from the Qualcomm Agreement and product gross margins;

• our business, product, capital expenditure and research and development plans, and product and technology roadmaps;

• the market acceptance of our products;

• repurchases of our Class A common stock;

• payment of cash dividends;

• required levels of research and development and other operating costs;

• volume price discounts and customer rebates;

• intellectual property disputes, customer indemnification claims and other types of litigation risks;

• the levels of inventory and accounts receivable that we maintain;

• licensing royalties payable by us;

• changes in our compensation policies;

• the issuance of restricted stock units and the related cash payments we make for withholding taxes due from employees during 2010 and future years;

• capital improvements for new and existing facilities;

• technological advances;

• our competitors’ responses to our products and our anticipation of and responses to their products;

• our relationships with suppliers and customers;

• the availability and cost of sufficient foundry, assembly and test capacity and packaging materials; and

• the level of exercises of stock options and stock purchases under our employee stock purchase plan.

     In addition, we may require additional capital to accommodate planned future long-term growth, hiring, infrastructure and facility needs.

Off-Balance Sheet Arrangements

     At September 30, 2010 we had no material off-balance sheet arrangements, other than our operating leases.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

     The Company manages its total portfolio to encompass a diversified pool of investment-grade securities to preserve principal and maintain liquidity. Investments in both fixed rate and floating rate instruments carry a degree

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of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in the income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax.

     In a declining interest rate environment, as short term investments mature, reinvestment occurs at less favorable market rates. Given the short term nature of certain investments, the current interest rate environment may continue to negatively impact our investment income.

     To assess the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio assuming a 100 basis point parallel shift in the yield curve. Based on investment positions as of September 30, 2010, a 100 basis point increase in interest rates across all maturities would result in an $8.5 million incremental decline in the fair market value of the portfolio. As of December 31, 2009, a similar 100 basis point shift in the yield curve would have resulted in an $8.8 million incremental decline in the fair market value of the portfolio. Such losses would only be realized if we sold the investments prior to maturity.

     Actual future gains and losses associated with our investments may differ from the sensitivity analyses performed as of September 30, 2010 due to the inherent limitations associated with predicting the changes in the timing and level of interest rates and our actual exposures and positions.

     Our cash, cash equivalent and marketable securities at September 30, 2010 consisted of $1.600 billion held domestically, with the remaining balance of $1.314 billion held by foreign subsidiaries. There may be tax effects upon repatriation of that cash to the United States.

Item 4. Controls and Procedures

     We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures based on the application of management’s judgment.

     Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2010, the end of the period covered by this Report.

     There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Control

     A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered

53

relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of management override or improper acts, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to management override, error or improper acts may occur and not be detected. Any resulting misstatement or loss may have an adverse and material effect on our business, financial condition and results of operations.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     The information set forth under Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report, is incorporated herein by reference. For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” immediately below.

Item 1A. Risk Factors

     Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other cautionary statements and risks described elsewhere and the other information contained in this Report and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on Broadcom, our business, financial condition, results of operations and/or liquidity could be seriously harmed. In that event, the market price for our Class A common stock will likely decline, and you may lose all or part of your investment.

Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions in the markets we address.

     We operate primarily in the semiconductor industry, which is cyclical and subject to rapid change and evolving industry standards. From time to time, the semiconductor industry has experienced significant downturns characterized by decreases in product demand, excess customer inventories and accelerated erosion of prices. The semiconductor industry also periodically experiences increased demand and production capacity constraints, which may affect our ability to ship products. An increasing number of our products are being incorporated into consumer electronic products, which are subject to significant seasonality and fluctuations in demand. Economic volatility can cause extreme difficulties for our customers and vendors to accurately forecast and plan future business activities. This unpredictability could cause our customers to reduce spending on our products and services, which would delay and lengthen sales cycles. Furthermore, during challenging economic times our customers and vendors may face issues gaining timely access to sufficient credit, which could impact their ability to make timely payments to us. As a result, we may experience growth patterns that are different than the end demand for products, particularly during periods of high volatility.

     We cannot predict the timing, strength or duration of any economic slowdown or the impact it will have on our customers, our vendors or us. The combination of our lengthy sales cycle coupled with challenging macroeconomic conditions could have a compound impact on our business. The impact of market volatility is not limited to revenue but may also affect our product gross margins and other financial metrics. Any downturn in the semiconductor industry may be severe and prolonged, and any failure of the industry or wired and wireless communications markets to fully recover from downturns could seriously impact our revenue and harm our business, financial condition and results of operations.

Our quarterly operating results may fluctuate significantly.

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     Our quarterly net revenue and operating results have fluctuated significantly in the past and are likely to continue to vary from quarter to quarter. Variability in the nature of our operating results may be attributed to the factors identified throughout this “Risk Factors” section, including:

• changes in economic conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry;

• seasonality in sales of consumer products in which our products are incorporated;

• our dependence on a few significant customers and/or design wins for a substantial portion of our revenue;

• timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;

• changes in customer product needs and market acceptance of our products;

• the impact of the Internal Revenue Service review of certain of our income and employment tax returns; and

• competitive pressures and other factors such as the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.

     Many of the factors impacting our operating results are not within our control.

Our stock price is highly volatile.

     The market price of our Class A common stock has fluctuated substantially in the past and is likely to continue to be highly volatile and subject to wide fluctuations. From January 1, 2008 through September 30, 2010 our Class A common stock has traded at prices as low as $12.98 and as high as $38.47 per share. Fluctuations have occurred and may continue to occur in response to various factors, many of which we cannot control.

     In addition, the market prices of securities of Internet-related, semiconductor and other technology companies have been and remain volatile. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to the operating performance of the specific companies. If our operating results do not meet the expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating results, the market price of our Class A common stock will likely decline. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid. In the past, we, and other companies that have experienced volatility in the market price of their securities, have been, and we currently are, the subject of securities class action litigation.

     Due to the nature of our compensation programs, most of our executive officers sell shares of our common stock each quarter or otherwise periodically, often pursuant to trading plans established under Rule 10b5-1 promulgated under the Exchange Act. As a result, sales of shares by our executive officers may not be indicative of their respective opinions of Broadcom’s performance at the time of sale or of our potential future performance. Nonetheless, the market price of our stock may be affected by sales of shares by our executive officers.

We face intense competition.

     The semiconductor industry and the wired and wireless communications markets are intensely competitive. We expect competition to continue to increase as new markets develop, as industry standards become well known and as other competitors enter our business. We expect to encounter further consolidation in the markets in which we compete.

     Many of our competitors operate their own fabrication facilities and have longer operating histories and presences in key markets, greater name recognition, larger customer bases, and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we do. These competitors may be

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able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. We also face competition from newly established competitors, suppliers of products, and customers who choose to develop their own semiconductor solutions.

     Existing or new competitors may develop technologies that more effectively address our markets with products that offer enhanced features and functionality, lower power requirements, greater levels of integration or lower cost. Increased competition has resulted in and is likely to continue to result in declining average selling prices, reduced gross margins and loss of market share in certain markets. We cannot assure you that we will be able to continue to compete successfully against current or new competitors. If we do not compete successfully, we may lose market share in our existing markets and our revenues may fail to increase or may decline.

We depend on a few significant customers for a substantial portion of our revenue.

     We derive a substantial portion of our revenue from sales to a relatively small number of customers. Sales to our five largest customers represented 36.7% and 34.2% of our total net revenue in the nine months ended September 30, 2010 and 2009, respectively. We expect that our largest customers will continue to account for a substantial portion of our total net revenue for the foreseeable future. The loss of any significant customer could materially and adversely affect our financial condition and results of operations.

     A significant portion of our revenue in any period may also depend on a single product design win with a large customer. As a result, the loss of any such key design win or any significant delay in the ramp of volume production of the customer’s products into which our product is designed could materially and adversely affect our financial condition and results of operations. We may not be able to maintain sales to certain of our key customers or continue to secure key design wins for a variety of reasons, including:

• agreements with our customers typically do not require them to purchase a minimum quantity of our products; and

• our customers can stop incorporating our products into their own products with limited notice to us and suffer little or no penalty.

     In addition, the majority of our licensing revenues and related income to date has been derived from agreements with two customers, Verizon Wireless and Qualcomm. Our patent license agreements with these two customers are expected to result in licensing revenue and related income of approximately $1.056 billion over a seven year period. From July 2007 through September 2010, we recorded $525.7 million in licensing revenue and related income derived from Verizon Wireless and Qualcomm. The licensing revenue from our agreement with Verizon Wireless has ended and the income from the Qualcomm Agreement is non-recurring and will terminate in 2013. There can be no assurances that we will be able to enter into similar arrangements in the future, or that we will be able to successfully collect the remaining payments due to us under the Qualcomm Agreement in the event of a default by Qualcomm.

     The loss of a key customer or design win, a reduction in sales to any key customer, decrease in licensing revenue, significant delay in our customers’ product development plans, or our inability to attract new significant customers or secure new key design wins could seriously impact our revenue and materially and adversely affect our results of operations.

We may fail to adjust our operations in response to changes in demand.

     Through internal growth and acquisitions, we significantly modified the scope of our operations and workforce in recent years. Our operations are characterized by a high percentage of costs that are fixed or difficult to reduce in the short term, such as research and development expenses and our highly skilled workforce. During some periods, our growth has placed a significant strain on our management personnel, systems and resources. To respond to periods of increased demand, we will be required to expand, train, manage and motivate our workforce. Alternatively, in response to the economic downturn in the markets in the semiconductor industry and communications market, we have been required to implement restructuring actions and a number of other cost

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saving measures. All of these endeavors require substantial management effort. If we are unable to effectively manage our expanding operations, we may be unable to adjust our business quickly enough to meet competitive challenges or exploit potential market opportunities, or conversely, we may scale our business too quickly and the rate of increase in our expenses may exceed the rate of increase in our revenue, either of which would materially and adversely affect our current or future business.

We face risks associated with our acquisition strategy.

     A key element of our business strategy involves expansion through the acquisitions of businesses, assets, products or technologies. The expansion of our business through acquisitions allows us to complement our existing product offerings, expand our market coverage, increase our engineering workforce or enhance our technological capabilities. We may not be able to identify or consummate future acquisitions or realize the desired benefit from these acquisitions.

     We face several challenges in the integration of acquired businesses that could disrupt our ongoing business and distract our management team, including:

• delays in the timing and successful integration of an acquired company’s technologies;

• the loss of key personnel;

• lower gross margins and other financial challenges; and

• becoming subject to intellectual property or other litigation.

     Acquisitions can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expense, write up of acquired inventory to fair value, and the recording and later amortization of amounts related to certain purchased intangible assets. In addition, we may record goodwill and other purchased intangible assets in connection with an acquisition and incur impairment charges in the future. If our actual results, or the plans and estimates used in future impairment analyses, are less favorable than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.

We may be required to defend against alleged infringement of intellectual property rights.

     Companies in the semiconductor industry and the wired and wireless communications markets aggressively protect and pursue their intellectual property rights. From time to time, we receive notices that claim we have infringed upon, misappropriated or misused other parties’ proprietary rights. Additionally, we receive notices that challenge the validity of our patents. Intellectual property litigation can be expensive, time consuming and distracting to management. An adverse determination in any of these types of disputes could prevent us from manufacturing or selling some of our products or could prevent us from enforcing our intellectual property rights.

     We may also be required to indemnify some customers and strategic partners under our agreements if a third party alleges or if a court finds that our products or activities have infringed upon, misappropriated or misused another party’s proprietary rights. We have received requests from certain customers and strategic partners to include increasingly broad indemnification provisions in our agreements with them. These indemnification provisions may, in some circumstances, extend our liability beyond the products we provide to include liability for combinations of components or system level designs and for consequential damages and/or lost profits. Even if claims or litigation against us are not valid or successfully asserted, these claims could result in significant costs and diversion of the attention of management and other key employees to defend.

     Our products may contain technology provided to us by other parties such as contractors, suppliers or customers. We may have little or no ability to determine in advance whether such technology infringes the intellectual property rights of a third party. Our contractors, suppliers and licensors may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. Any of these claims or litigation may materially and adversely affect our business, financial condition and results of operations.

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We may not be able to protect or enforce our intellectual property rights.

     Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes. Any of our existing or future patents may be challenged, invalidated or circumvented. We engage in litigation to enforce or defend our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others, including our customers. If our intellectual property rights do not adequately protect our technology, our competitors may be able to offer products similar to ours.

     Our software may be derived from “open source” software, which is generally made available to the public by its authors and/or other third parties. Open source software is often made available under licenses, which impose certain obligations in the event we distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works on different terms than those customarily used to protect our intellectual property. With respect to our proprietary software, we generally license such software under terms that prohibit combining it with open source software. Despite these restrictions, parties may combine our proprietary software with open source software without our authorization, in which case we might nonetheless be required to release the source code of our proprietary software.

     We enter into confidentiality agreements with our employees, consultants and strategic partners. We also control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization. Additionally, current, departing or former employees or third parties could attempt to penetrate our computer systems and networks to misappropriate our proprietary information and technology or interrupt our business. Because the techniques used by computer hackers and others to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate these techniques. As a result, our technologies and processes may be misappropriated.

     We cannot assure you that our efforts to prevent the misappropriation or infringement of our intellectual property or the intellectual property of our customers will succeed. Identifying unauthorized use of our products and technologies is difficult and time consuming. The initiation of litigation may adversely affect our relationships and agreements with certain customers that have a stake in the outcome of the litigation proceedings. Litigation is very expensive and may divert the attention of management and other key employees from the operation of the business, which could negatively impact our business and results of operations.

Our business is subject to potential tax liabilities.

     We are subject to income taxes in the United States and various foreign jurisdictions. The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file. Changes in current or future laws or regulations, or the imposition of new or changed tax laws or regulations or new related interpretations by taxing authorities in the U.S. or foreign jurisdictions, could adversely affect our results of operations. We are subject to examinations and tax audits. There can be no assurance that the outcomes from these audits will not have an adverse effect on our net operating loss and research and development tax credit carryforwards, our financial position, or our operating results.

     In certain foreign jurisdictions, we operate under tax holidays and favorable tax incentives. For instance, in Singapore we operate under tax holidays that reduce taxes on substantially all of our operating income in that jurisdiction. Such tax holidays and incentives often require us to meet specified employment and investment criteria in such jurisdictions. In a period of tight manufacturing capacity, our ability to meet Singaporean content in our products may be more limited, which may have adverse tax consequences. More generally, if any of our tax holidays or incentives are terminated or if we fail to the meet the criteria to continue to enjoy such holidays or incentives, our results of operations may be materially and adversely affected.

We are involved in litigation.

     From time to time, we may become a party in various legal proceedings. For example, we are engaged in a civil litigation related to allegations that certain of our current and former directors and officers improperly dated stock

58

option grants. Please refer to Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report for details regarding our pending litigation. Litigation is inherently unpredictable and there can be no assurance that any lawsuit to which we are a party will be resolved in our favor. Any claim that is successfully decided against us may cause us to pay substantial damages, including punitive damages, and other related fees. Regardless of whether lawsuits are resolved in our favor, any litigation will be expensive, time consuming and could divert the attention of our management.

We manufacture and sell complex products and may be unable to successfully develop and introduce new products.

     We have experienced hardware and software defects and bugs associated with the introduction of our highly complex products. If any of our products contain defects or bugs, or have reliability, quality or compatibility problems, our reputation may be damaged and customers may be reluctant to buy our products. These problems could interrupt or delay sales and shipment of our products to customers. To alleviate these problems, we may have to divert our resources from other development efforts. In addition, these problems could result in claims against us by our customers or others, including possible claims for consequential damages and/or lost profits.

     We expect that a high percentage of our future sales will come from sales of new products. We sell products in markets that are characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. The markets for some of these products are new to us and may be immature and/or unpredictable. These markets may not develop into profitable opportunities and we have invested substantial resources in emerging technologies that did not achieve the market acceptance that we had expected. As a result, it is difficult to anticipate our future revenue streams from, or the sustainability of, our new products.

     Our industry is dynamic and we are required to devote significant resources to research and development to remain competitive. The development of new silicon devices is highly complex, and we have experienced delays in completing the development, production and introduction of our new products. We may choose to discontinue one or more products or product development programs to dedicate more resources to other products. The discontinuation of an existing or planned product may adversely affect our relationship with our customers.

     Our ability to successfully develop and deliver new products will depend on various factors, including our ability to:

• effectively identify and capitalize upon opportunities in new markets;

• timely complete and introduce new integrated products;

• transition our semiconductor products to increasingly smaller line width geometries;

• license any desired third party technology or intellectual property rights;

• obtain sufficient foundry capacity and packaging materials; and

• qualify and obtain industry interoperability certification of our products.

     If we are not able to develop and introduce new products in a cost effective and timely manner, we will be unable to attract new customers or to retain our existing customers which would materially and adversely affect our results of operations.

We are subject to order and shipment uncertainties.

     It is difficult to accurately predict demand for our semiconductor products. We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Customers can generally cancel, change or defer purchase orders on short notice without incurring a significant penalty. Our ability to accurately forecast customer demand is further impaired by the delays inherent in our lengthy sales cycle. We operate in a dynamic industry and use significant resources to develop new products for existing and new markets. After we have developed a product, there is no guarantee that our customers will integrate our product into their equipment or devices and, ultimately,

59

bring those products to market. In these situations, we may never produce and deliver any significant number of our products, even after incurring substantial development expenses. When a customer elects to integrate our product, it is typically six to 24 months before volume production of their equipment or devices commences. After volume production begins, we cannot be assured that the equipment or devices incorporating our product will gain market acceptance.

     Our product demand forecasts are based on multiple assumptions, each of which may introduce error into our estimates. In the event we overestimate customer demand, we may allocate resources to manufacturing products that we may not be able to sell. As a result, we could hold excess or obsolete inventory, which would reduce our profit margins and adversely affect our financial results. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we could forego revenue opportunities and potentially lose market share and damage our customer relationships. In addition, a percentage of our inventory is maintained under hubbing arrangements whereby products are delivered to a customer or third party warehouse based upon the customer’s projected needs. Under these arrangements, we do not recognize product revenue until the customer reports that it has removed our product from the warehouse to incorporate into its end products. Our ability to effectively manage inventory levels may be impaired under our hubbing arrangements, which could increase expenses associated with excess and obsolete product and negatively impact our cash flow.

We are increasingly exposed to risks associated with our international operations.

     We currently obtain substantially all of our manufacturing, assembly and testing services from suppliers located outside the United States. In addition, 54.5% and 51.9% of our product revenue in the nine months ended September 30, 2010 and 2009, respectively, was derived from product sales to customers outside the United States, excluding foreign subsidiaries or manufacturing subcontractors of customers that are headquartered in the United States. We also frequently ship products to our domestic customers’ international manufacturing divisions and subcontractors. Products shipped to international destinations, primarily in Asia, represented 97.0% and 94.7% of our product revenue in the nine months ended September 30, 2010 and 2009, respectively. In addition, we undertake various sales and marketing activities through regional offices in a number of countries. We intend to continue to expand our international business activities and to open other design and operational centers abroad. International operations are subject to many other inherent risks, including but not limited to:

• political, social and economic instability;

• exposure to different business practices and legal standards, particularly with respect to intellectual property;

• continuation of overseas conflicts and the risk of terrorist attacks and resulting heightened security;

• the imposition of governmental controls and restrictions and unexpected changes in regulatory requirements;

• nationalization of business and blocking of cash flows;

• changes in taxation and tariffs; and

• difficulties in staffing and managing international operations.

     Economic conditions in our primary overseas markets, particularly in Asia, may negatively impact the demand for our products abroad. All of our international sales to date have been denominated in U.S. dollars. Accordingly, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets or require us to assume the risk of denominating certain sales in foreign currencies. We anticipate that these factors will impact our business to a greater degree as we further expand our international business activities.

We depend on third-party subcontractors to fabricate, assemble and test our products.

     We do not own or operate fabrication, assembly or test facilities. We rely on third-party subcontractors to manufacture, assemble and test substantially all of our semiconductor devices. Accordingly, we cannot directly control our product delivery schedules and quality assurance. This lack of control could result in product shortages or quality assurance problems. These issues could delay shipments of our products or increase our assembly or testing costs.

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     We do not have long-term agreements with any of our manufacturing, assembly or test subcontractors and typically procure services from these suppliers on a per order basis. In the event our third-party foundry subcontractors experience a disruption of manufacturing, assembly or testing capacity, we may not be able to obtain alternative manufacturing, assembly and testing services in a timely manner, or at all. Furthermore, our foundries must have new manufacturing processes qualified if there is a disruption in an existing process, which could be time-consuming. We could experience significant delays in product shipments if we are required to find alternative manufactures, assemblers or testers for our products. We are continuing to develop relationships with additional third-party subcontractors to assemble and test our products.

     Because we rely on outside foundries, we face several significant risks in addition to those discussed above, including:

• a lack of guaranteed wafer supply and higher wafer prices;

• the limited availability of, or potential delays in obtaining access to, key process technologies; and

• the location of foundries in regions that are subject to earthquakes, tsunamis and other natural disasters.

     The manufacture of integrated circuits is a highly complex and technologically demanding process. Our foundries have from time to time experienced lower than anticipated manufacturing yields. This often occurs during the production of new products or the installation and start-up of new process technologies. In addition, we are dependent on our foundry subcontractors to successfully transition to smaller geometry processes.

Government regulation may adversely affect our business.

     The effects of regulation on our customers or the industries in which they operate may materially and adversely impact our business. For example, the Federal Communications Commission (the “FCC”) has broad jurisdiction in the United States over many of the devices into which our products are incorporated. FCC regulatory policies that affect the ability of cable or satellite operators or telephone companies to offer certain services to their customers or other aspects of their business may impede sales of our products in the United States. In addition, we may experience delays if a product incorporating our chips fails to comply with FCC emissions specifications.

     We and our customers are subject to various import and export laws and regulations. Government export regulations apply to the encryption or other features contained in some of our products. If we fail to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products at foreign foundries or ship these products to certain customers, or we may incur penalties or fines.

     Our business may also be subject to regulation by countries other than the United States. Foreign governments may impose tariffs, duties and other import restrictions on components that we obtain from non-domestic suppliers and may impose export restrictions on products that we sell internationally. These tariffs, duties or restrictions could materially and adversely affect our business, financial condition and results of operations.

We may be unable to attract, retain or motivate key personnel.

     Our future success depends on our ability to attract, retain and motivate senior management and qualified technical personnel. Competition for these employees is intense. If we are unable to attract, retain and motivate such personnel in sufficient numbers and on a timely basis, we will experience difficulty in implementing our current business and product plans. In that event, we may be unable to successfully meet competitive challenges or to exploit potential market opportunities, which could adversely affect our business and results of operations.

     Over the last few years we have also modified our compensation policies by increasing cash compensation to certain employees and instituting awards of restricted stock units, while simultaneously reducing awards of stock options. These modifications of our compensation policies and the requirement to expense the fair value of equity awards to employees have increased our operating expenses. While this may have a positive impact on our operating expenses over time, it may negatively impact employee morale and our ability to attract, retain and motivate employees. Our inability to attract and retain additional key employees and any increase in stock-based

61

compensation expense could each have an adverse effect on our business, financial condition and results of operations.

Our co-founders and their affiliates may control the outcome of matters that require the approval of our shareholders.

     As of September 30, 2010 our co-founders, directors, executive officers and their respective affiliates beneficially owned 12.1% of our outstanding common stock and held 54.6% of the total voting power held by our shareholders. Accordingly, these shareholders currently have enough voting power to control the outcome of matters that require the approval of our shareholders. These matters include the election of our Board of Directors, the issuance of additional shares of Class B common stock, and the approval of most significant corporate transactions, including certain mergers and consolidations and the sale of substantially all of our assets. In particular, as of September 30, 2010 our two founders, Dr. Henry T. Nicholas III and Dr. Henry Samueli, beneficially owned a total of 10.9% of our outstanding common stock and held 54.2% of the total voting power held by our shareholders. Because of their significant voting stock ownership, we will not be able to engage in certain transactions, and our shareholders will not be able to effect certain actions or transactions, without the approval of one or both of these shareholders. Repurchases of shares of our Class A common stock under our share repurchase program would result in an increase in the total voting power of our co-founders, directors, executive officers and their affiliates, as well as other continuing shareholders.

There can be no assurance that we will continue to declare cash dividends.

     In January 2010, our Board of Directors adopted a dividend policy pursuant to which the Company would pay quarterly dividends on our common stock. We intend to continue to pay such dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our shareholders and are in compliance with all laws and agreements of Broadcom applicable to the declaration and payment of cash dividends. Future dividends may be affected by, among other factors:

• our views on potential future capital requirements for investments in acquisitions and the funding of our research and development;

• stock repurchase programs;

• changes in federal and state income tax laws or corporate laws; and

• changes to our business model.

     Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends in any particular amounts or at all. A reduction in our dividend payments could have a negative effect on our stock price.

Our articles of incorporation and bylaws contain anti-takeover provisions.

     Our articles of incorporation and bylaws contain provisions that could make it more difficult for a third party to acquire a majority of our outstanding voting stock. For example, our Board of Directors may also issue shares of Class B common stock in connection with certain acquisitions, which have superior voting rights entitling the holder to ten votes for each share held on matters that we submit to a shareholder vote (as compared to one vote per share in the case of our Class A common stock) as well as the right to vote separately as a class. In addition, our Board of Directors has the authority to fix the rights and preferences of shares of our preferred stock and to issue shares of common or preferred stock without a shareholder vote. These provisions, among others, may discourage certain types of transactions involving an actual or potential change in our control.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     In the three months ended September 30, 2010 we issued an aggregate of less than 0.1 million shares of Class A common stock upon conversion of a like number of shares of Class B common stock in connection with their disposition. Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder. The offers and sales of those securities were effected without registration in reliance on

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the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act.

Issuer Purchases of Equity Securities

     We did not repurchase any shares of our Class A common stock in the three months ended September 30, 2010.

Item 3. Defaults upon Senior Securities

     None.

Item 4. (Removed and Reserved)

Item 5. Other Information

     None.

Item 6. Exhibits

     (a) Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit
Number	Description
10.1†	Fourth Amendment dated August 9, 2010 to Letter Agreement between the registrant and Scott A. McGregor.
10.2†	Third Amendment dated August 9, 2010 to Letter Agreement between the registrant and Eric K. Brandt.
10.3†	Second Amendment dated August 9, 2010 to Letter Agreement between the registrant and Arthur Chong.
10.4†	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Rajiv Ramaswami.
10.5†	Form of Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and each of the following executive officers: Scott A. Bibaud, Neil Kim, Thomas F. Lagatta, Daniel A. Marotta, and Robert A. Rango.
10.6†	Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and Robert L. Tirva.
31	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and furnished herewith pursuant to SEC Release No. 33-8238.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

† Indicates management contract or compensatory plan or arrangement.

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* Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BROADCOM CORPORATION,

a California corporation

(Registrant)

/s/ Eric K. Brandt

Eric K. Brandt        

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Robert L. Tirva

Robert L. Tirva        

Senior Vice President and Corporate Controller

and Principal Accounting Officer

October 26, 2010

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EXHIBIT INDEX

Exhibit
Number	Description
10.1†	Fourth Amendment dated August 9, 2010 to Letter Agreement between the registrant and Scott A. McGregor.
10.2†	Third Amendment dated August 9, 2010 to Letter Agreement between the registrant and Eric K. Brandt.
10.3†	Second Amendment dated August 9, 2010 to Letter Agreement between the registrant and Arthur Chong.
10.4†	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Rajiv Ramaswami.
10.5†	Form of Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and each of the following executive officers: Scott A. Bibaud, Neil Kim, Thomas F. Lagatta, Daniel A. Marotta, and Robert A. Rango.
10.6†	Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and Robert L. Tirva.
31	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and furnished herewith pursuant to SEC Release No. 33-8238.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

†

Indicates management contract or compensatory plan or arrangement.

*

Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

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EX-10.1

Exhibit 10.1

August 9, 2010

Mr. Scott McGregor
President and Chief Executive Officer
Broadcom Corporation
5300 California Avenue
Irvine, CA 92617

Dear Scott:

     On October 25, 2004, you entered into an employment agreement with Broadcom Corporation (“Broadcom”) in the form of a detailed offer letter (the “Employment Agreement”). The Employment Agreement was subsequently amended on December 16, 2005 to revise the provisions of the agreement relating to the stock-based awards that were to be made to you on the first anniversary of your start date. Appendix II to your Employment Agreement sets forth the various severance benefits to which you may become entitled should your employment with Broadcom terminate under certain defined circumstances (the “Severance Program”).

     Pursuant to your letter agreement with Broadcom dated August 12, 2008, the provisions of Appendix II governing your Severance Program were revised to (i) bring those terms and provisions into compliance with the applicable requirements of the final Treasury Regulations under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) effect certain substantive changes authorized by the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”). The Severance Program was again revised pursuant to your letter agreement with Broadcom dated August 3, 2009 (the “2009 Letter Agreement”) to effect certain additional changes to Appendix II necessary to comply with developments in the laws and regulations applicable to the Severance Program and to clarify certain provisions governing post-employment coverage under certain Broadcom employee benefit plans. The purpose of this new letter agreement (the “New Agreement”) is to effect certain additional changes to Appendix II necessary to comply with developments in the laws and regulations applicable to the Severance Program. Except for those changes to the Severance Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the 2009 Letter Agreement.

     Appendix II as currently in effect under your 2009 Letter Agreement is hereby superseded by new Appendix II set forth below and shall cease to have any force or effect upon your execution of this New Agreement. All the other terms and provisions of your Employment Agreement, as modified by the December 16, 2005 amendment, shall remain in full force and effect and shall not in any way be revised, modified or amended by any provision of this New Agreement.

REVISED APPENDIX II — SEVERANCE BENEFIT PROGRAM

     This revised Appendix II sets forth the terms and conditions of the revised Severance Program that is to be in effect under your Employment Agreement as modified by this New Agreement and is to be construed in conjunction with, and is made a part of, that Employment Agreement effective upon your execution of this New Agreement. Capitalized terms not defined in this revised Appendix II shall have the meanings defined elsewhere in the Employment Agreement.

     1. Severance Benefits upon Certain Terminations. Should your employment with Broadcom be terminated by you in a Notice of Termination specifying Good Reason, or should such employment be terminated by Broadcom in a Notice of Termination specifying no reason or a reason other than (i) Cause or (ii) your Disability, and in either instance your employment is not otherwise terminated automatically as a result of your death, then Broadcom shall make the payments and provide the benefits described below, provided that with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section 2 of this Appendix II (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section 4 of this Appendix II, and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

     The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

     (a) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to three (3) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 9(b) of this Appendix II due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a thirty-six (36)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your base salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section 3 below, the Cash Severance payments will begin on

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the sixtieth (60^th) day following the date of your Separation from Service (with any amounts otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of Section 409A. However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Subsection 1(a) shall be subject to reduction in accordance with Section 4 in the event you breach your restrictive covenants under Section 4.

     (b) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, that are outstanding on your Date of Termination but not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

          (i) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

          (ii) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twenty-four (24) successive equal monthly installments over the twenty-four (24)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twenty-four (24)-month period (x) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (y) you must comply with the restrictive covenants set forth in Section 4. In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section 4, you shall not be entitled to any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (i) or (ii) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (A) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (B) the applicable expiration date of the maximum ten (10)-year or shorter option term. Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

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     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Subsection 1(b) shall be issued as follows: The shares subject to that award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60^th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Subsection 1(b), but in no event earlier than the Initial Issuance Date.

     (c) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

          (i) Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (ii) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60^th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section 3 below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

          (ii) You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment

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shall be subject to the deferred payment provisions of Section 3 below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

          Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (d) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

          (i) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause (i) only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

          (ii) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

     Any bonus payment to which you become entitled under clause (i) of this Subsection 1(d) shall be paid to you at the same time you are paid your first Cash Severance installment under Subsection 1(a), after taking into account any required deferral under Section 3 and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become entitled under clause (ii) of this Subsection 1(d) shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section 3.

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     The amounts set forth in Subsections 1(e) and (f) below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section 4.

     (e) Accrued Salary, Vacation Pay, Expenses, Earned Bonuses and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you a lump sum amount equal to the sum of (i) any earned but unpaid base salary through the Date of Termination at the rate in effect during such period, (ii) your accrued vacation pay (if any), (iii) any unreimbursed business expenses incurred by you and (iv) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section 3 below.

     (f) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract or agreement of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract, agreement, etc., referred to in Section 15 of this Appendix II (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits shall be subject to any applicable deferral period under Section 3 below to the extent those benefits constitute items of deferred compensation subject to Section 409A.

     Notwithstanding the foregoing provisions of this Subsection 1(f), in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     2. Required Release. You will not become eligible to receive any of the payments and benefits provided under Subsections 1(a), (b), (c) and (d) and Section 5 of this

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revised Appendix II unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Severance Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

     3. Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Severance Program:

          (a). Notwithstanding any provision in this New Agreement to the contrary other than Subsection 3(b) below, no payment or benefit under the Severance Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service or (ii) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Subsection 3(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due under the Severance Program will be paid in accordance with the normal payment dates specified herein.

          (b). It is the intent of the parties that the provisions of this New Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this New Agreement would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

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     4. Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Subsections 1(a), (b)(ii) and Section 5 of this revised Appendix II are subject to your compliance with each of the following covenants during the three (3)-year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be subject to reduction in accordance herewith should you breach any of the following covenants:

          (a) You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

          (b) You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

          (c) You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

          (d) You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors or any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

          Should you breach any of the restrictive covenants set forth in this Section 4, then you shall immediately cease to be entitled to any Gross-Up Payment under Section 5 below or any Cash Severance Payments pursuant to Subsection 1(a) in excess of the greater of (i) one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 9(b) of this Appendix II due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii)

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the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

     5. Tax Gross-Up Payment.

          (a). In the event that (i) any payments or benefits to which you become entitled in accordance with the provisions of the New Agreement and this revised Appendix II or any other agreement with Broadcom constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties related to such excise tax (with such excise tax and related interest and penalties to be collectively referred to as the “Excise Tax”) and (ii) it is determined by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”) that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after your payment of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements set forth above.

          For purposes of determining your eligibility for such Gross-Up Payment, the following definitions will be in effect:

          “Present Value” means the value, determined as of the date of the Change in Control, of each payment or benefit in the nature of compensation to which you become entitled in connection with the Change in Control or your subsequent termination of employment with Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

          “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer number of calendar years) completed immediately prior to the calendar year in which the Change in Control is effected.

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          Should the aggregate Present Value (measured as of the Change in Control) of your aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and benefits under this New Agreement shall instead be subject to reduction in accordance with the benefit limitation provisions of Section 6.

          (b). All determinations as to whether any of the payments or benefits to which you become entitled in accordance with the provisions of the New Agreement and this revised Appendix II or any other agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm. Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter, within thirty (30) days after the date of your Separation from Service. In making the Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section 4, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business days after the completion of such Determination or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.

          (c). In the event that your actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Subsection 5(b), then within thirty (30) days following that Final Determination, you shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days thereafter, make a new Excise Tax calculation based upon that Final Determination and provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the supplemental Gross-Up payment to you within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that your actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of any Gross-Up Payment initially made to you pursuant to the provisions of Subsection 5(b), then you shall refund to Broadcom, promptly upon receipt (but in no event later than ten (10) business days after such receipt), any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this Subsection 5(c), a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both you and Broadcom or (ii) sustained by a court of competent jurisdiction in a decision with which both you and Broadcom concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.

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          (d). Should the Accounting Firm determine that any Gross-Up Payment made to you was in fact more than the amount actually required to be paid to you in accordance with the provisions of Subsection 5(b), then you will, at the direction and expense of Broadcom, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Broadcom, and otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore, should Broadcom decide to contest any assessment by the Internal Revenue Service of an Excise Tax on one or more payments or benefits provided you under the New Agreement or this revised Appendix II or otherwise, you will comply with all reasonable actions requested by Broadcom in connection with such proceedings, but shall not be required to incur any out-of-pocket costs in so doing.

          (e). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this Section 5 shall be subject to the hold-back provisions of Section 3. In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be permitted under Section 409A of the Code. To the extent you become entitled to any reimbursement of expenses incurred at the direction of Broadcom in connection with any tax audit or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by you or (ii) the end of the sixty (60)-day period measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation or (ii) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or resolved.

          6. Benefit Limitation. The provisions of this Section 6 shall be applicable in the event (i) any payments or benefits to which you become entitled in accordance with the provisions of the New Agreement and this revised Appendix II or any other agreement with Broadcom would otherwise constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section 4 or any other of your Severance Benefit Requirements.

          In such event, those payments and benefits will be subject to reduction to the extent necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to you under the New Agreement and this revised Appendix II (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Subsection 1(a) of this revised Appendix II will be reduced first, with such reduction to be effected pro-rata as to

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each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis pursuant to Subsection 1(b) of this revised Appendix II shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

          Notwithstanding the foregoing, in determining whether the benefit limitation of this Section 6 is exceeded, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section 4 of this revised Appendix II, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder.

     7. Other Terminations. Notwithstanding the provisions of Section 1 of this revised Appendix II, if your employment is terminated by Broadcom for Cause, or you terminate your employment without Good Reason, you shall not be entitled to participate in the Severance Program, and your participation in the Severance Program shall terminate without further obligations to you or your legal representatives under the Severance Program, provided, however, that Broadcom shall timely pay the Accrued Obligations and shall timely pay or provide the Other Benefits to you, your legal representative or your designated beneficiaries, as the case may be. In the event your employment is terminated by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations and

     (i) Broadcom shall also pay the bonuses described in Subsection 1(d) above, if any, to you or your legal representative, with the payment under paragraph (i) of such subsection to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section 3 and, provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (ii) of that subsection to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section 3; and

     (ii) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Severance Program or the Employment Agreement, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, shall immediately vest in full on your Date of Termination and remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

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     The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section 3 above.

     8. Cause. Broadcom may terminate your employment with or without Cause as defined in this Section 8. For purposes of the Employment Agreement and the Severance Program, “Cause” shall mean the reasonable and good faith determination by a majority of Broadcom’s Board of Directors (the “Board”) that any of the following events or contingencies exists or has occurred:

     (a) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom, or materially breached any material term or policy set forth or described in Broadcom’s Code of Ethics and Corporate Conduct;

     (b) You are convicted of a felony that involves fraud, dishonesty, theft, embezzlement and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony;

     (c) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall not be deemed a material violation for purposes of this Subsection 8(c). Furthermore, with respect to filing reports or certifications you are required to provide under the Exchange Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Subsection 8(c) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of Broadcom, unless you knew or should have known after reasonable diligence that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or

     (d) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities

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exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Employment Agreement and this revised Appendix II.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

     9. Good Reason. You may terminate your employment with or without Good Reason as defined in this Section 9. For purposes of the Employment Agreement and the Severance Program, “Good Reason” shall mean:

     (a) except as you may otherwise agree in writing and except as a result of an administrative leave and the related procedure described in the definition of Cause above, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the day you commenced employment, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof; however, for purposes of this Subsection 9(a), it will be deemed to be a material reduction or diminution in your position or duties if (i) you are not at all times Broadcom’s Chief Executive Officer and a member of the Board of Directors of Broadcom (or any successor entity), or in lieu thereof if Broadcom (or its successor) has

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any parent entities, then you are not at all times the Chief Executive Officer and a member of the board of directors of the highest such parent entity, (ii) Broadcom (acting through the Board) or any individual who has the right to vote securities representing more than 10% of the voting power of all of Broadcom’s common shares publicly and materially disparages you through any oral or written communications to any third party (provided, however, that in no event shall non-public communications by or between you and Broadcom or any member of the Board, such as performance reviews, be considered to constitute such public and material disparagement), or (iii) Broadcom hires, appoints or promotes any person to an executive officer position at Broadcom without your prior consent (which you shall not unreasonably withhold);

     (b) any reduction in your base salary, as the same may be increased from time-to-time, provided, however, that a reduction or series of reductions in your base salary (not exceeding 15% in the aggregate) that is part of a broad-based reduction in base salaries for management employees and pursuant to which your base salary is not reduced by a greater percentage than the reductions applicable to other management employees shall not constitute Good Reason

     (c) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash incentive awards and fringe benefits, including executive benefits and perquisites, from the levels in effect on the date of the New Agreement, by more than fifteen percent (15%) in the aggregate, provided, however, that (i) a reduction in your bonuses, cash awards or benefits that is part of a broad-based reduction in corresponding bonuses, awards or benefits for management employees and pursuant to which your bonuses, awards or benefits are not reduced by a greater percentage than the reductions applicable to other management employees and (ii) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

     (d) Broadcom’s requiring you to be based at any office or business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect as of the date that such requirement is imposed;

     (e) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason); or

     (f) any failure by Broadcom (or any successor) to comply with and satisfy Section 17 of this revised Appendix II after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under your Employment Agreement and this revised Appendix II.

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     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Subsections 9(b) or 9(c) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section 9 shall constitute Good Reason if you consent in writing to such act, occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

     10. Death. Your employment shall terminate automatically upon your death.

     11. Disability. If your Disability occurs while you are employed by Broadcom and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), provided you shall not have returned to performing your duties within thirty (30) days after such receipt. For purposes of the Employment Agreement and the Severance Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness that is both (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and acceptable to you or your legal representative, and (ii) to the extent you are eligible to participate in Broadcom’s long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately upon the Disability Effective Date.

     12. Notice of Termination. For purposes of the Severance Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

     13. Date of Termination. “Date of Termination” means (i) except as set forth in the definition of Cause, if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or a later date (within the limit set forth in the definition of Notice of Termination) specified therein, as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

     14. Definitions. For purposes of the Severance Program in effect under this revised Appendix II, the following additional definitions shall be in effect:

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     “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

     “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

     15. Non-exclusivity of Rights. Nothing in the Severance Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies and for which you may qualify, nor, subject to Subsection 1(b), shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or which you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this revised Appendix II.

     16. Full Settlement. Except as specifically set forth in this revised Appendix II or the accompanying Employment Agreement, Broadcom’s obligation to make the payments provided for in the Severance Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Severance Program, and such amounts shall not be reduced whether or not you obtain other employment.

     17. Successors.

     (a) Any benefits payable under the Severance Program are personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The benefits under the Severance Program shall inure to the benefit of and be enforceable by your legal representatives.

     (b) Any rights and obligations under the Severance Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

     (c) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to expressly assume and agree in writing to perform its obligations under the Employment Agreement and the Severance Program in the same manner and to the same extent that Broadcom would be required to perform those obligations it if no such succession had taken place. As used in the Severance Program, “Broadcom” shall include any successor to all or substantially all of its business and/or

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assets as aforesaid, which assumes and agrees to perform the obligations created by the Severance Program by operation of law or otherwise.

     18. Severability. If any provision of this revised Appendix II as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court or determined by the arbitrator, the application of any other provision of this revised Appendix II, or the enforceability or invalidity of this revised Appendix II as a whole. Should any provision of this revised Appendix II become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of this revised Appendix II shall continue in full force and effect.

     19. Withholding Taxes. Broadcom shall withhold from any amounts payable under the Severance Program all Federal, state, local or foreign taxes required to be withheld pursuant to any applicable law or regulation.

     To acknowledge your participation in the Severance Program pursuant to the New Agreement revising the terms and provisions of attached Appendix II to your Employment Agreement and your understanding of those terms and provisions, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation
By:	/s/ Eric K. Brandt
	Eric K. Brandt
Title:	Executive Vice President & Chief Financial Officer

ACCEPTANCE

I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix II thereto, and agree to be bound by all those terms and conditions.

/s/ Scott A. McGregor

     Scott A. McGregor

Dated: August 18, 2010

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EX-10.2

Exhibit 10.2

August 9, 2010

Eric K. Brandt
Executive Vice President and Chief Financial Officer
Broadcom Corporation
5300 California Avenue
Irvine, California 92617

Dear Eric:

          Broadcom Corporation considers it essential to its best interests and those of its shareholders that you be encouraged to remain with the company and continue to devote your full attention to Broadcom’s business, notwithstanding the possibility that your employment with Broadcom might end in connection with or following a Change of Control event defined in Section (14) of the revised Appendix II set forth below (“Change in Control”). Accordingly, the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue your participation in the special change in control severance benefit program (the “Program”) for an additional one-year period ending August 18, 2011. The purpose of this new letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your continued participation in the Program. Your prior participation in the Program was initially governed by the March 11, 2007 letter agreement between you and Broadcom at the time you first became a participant in the Program (the “Original Letter Agreement”), then by your August 19, 2008 agreement with Broadcom (the “2008 Letter Agreement”), and then by your August 3, 2009 agreement with Broadcom (the “2009 Letter Agreement”). Except for a few changes necessary to comply with developments in the laws and regulations applicable to the Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the 2009 Letter Agreement.

          Appendix II as currently in effect under your 2009 Letter Agreement is hereby superseded by new Appendix II set forth below and shall cease to have any force or effect upon your execution of this New Agreement. All the other terms and provisions of your Original Letter Agreement governing your employment with Broadcom shall remain in full force and effect and shall not in any way be revised, modified or amended by any provision of this New Agreement, except that the second paragraph of the Termination section of the Original Letter Agreement was deleted in its entirety by the terms of the 2008 Letter Agreement and shall remain so deleted under this New Agreement.

REVISED APPENDIX II — CHANGE IN CONTROL SEVERANCE BENEFIT PROGRAM

          Your participation in the Program will continue under this New Agreement from August 19, 2010 through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”). On August 19 of each calendar year, beginning with the 2011 calendar year, the Term shall, without any action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional year unless, before any such automatic renewal date, the Compensation Committee, by a majority vote, expressly determines that the automatic extension for such year shall not apply.

          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment with or without “Cause” or in the event of your “Disability.” You may terminate your employment with or without “Good Reason,” and your employment will automatically terminate upon your death. Any termination of your employment by Broadcom or you during the Term (or, if your employment extends beyond the Term, during the first twenty-four (24) months following a Change in Control that occurs during the Term) shall be communicated by a “Notice of Termination.”

          If a Change in Control is effected during the Term and within twenty-four (24) months after the effective date of that Change in Control:

          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or

          (ii) you terminate your employment for Good Reason,

          Broadcom shall make the payments and provide the benefits described below, provided you were employed on a full-time basis by Broadcom immediately prior to such termination and, with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section (24)(ii) of this Appendix II (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section 9 of this Appendix II, and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

          The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

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     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to two (2) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section (16) of this Appendix II due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a twenty-four (24)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section 8 of this Appendix II, the Cash Severance payments will begin on the sixtieth (60th) day following the date of your Separation from Service (with any amounts otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Section (1) shall be subject to reduction in accordance with Section (9) in the event you breach your restrictive covenants under such Section (9).

     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, that are outstanding on your Date of Termination and not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

     (i) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

     (ii) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twenty-four (24) successive equal monthly installments over the twenty-four (24)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twenty-four (24)-month period (x) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (y) you must comply with the restrictive covenants set forth in Section (9). In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section (9), you shall not be entitled to

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any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (i) or (ii) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (A) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (B) the applicable expiration date of the maximum ten (10)-year or shorter option term. Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Section (2) shall be issued as follows: The shares subject to that award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60^th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Section (2), but in no event earlier than the Initial Issuance Date.

     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

          (i) Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (ii) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60^th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the

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Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

          (ii) You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

          Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (4) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

          (i) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause (i) only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

          (ii) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

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     Any bonus payment to which you become entitled under clause (i) of this Section (4) shall be paid to you at the same time you are paid your first Cash Severance installment under Section (1), after taking into account any required deferral under Section (8) and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become entitled under clause (ii) of this Section (4) shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8).

     The amounts set forth in Sections (5) and (6) below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section (9).

     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom shall pay you (i) any earned but unpaid base salary through that date based on the rate in effect at the time the Notice of Termination is given, (ii) any unreimbursed business expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs or arrangements subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below.

     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you an amount equal to your accrued but unpaid vacation pay (based on your then-current rate of base salary). Any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below. Any other vested amounts owed to you under any other compensation plans or

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programs will be paid to you in accordance with the terms and provisions of each such applicable plan or program.

     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract, agreement, etc. of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract or agreement referred to in Section (23) (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits shall be subject to any applicable deferral period under Section (8) below to the extent such benefits constitute items of deferred compensation subject to Section 409A.

     Notwithstanding the foregoing provisions of this Section (7), in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     (8) Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Program:

          (i). Notwithstanding any provision in this New Agreement to the contrary other than Section (8)(ii) below, no payment or benefit under the Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service or (ii) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Section 8(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due

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under the Program will be paid in accordance with the normal payment dates specified herein.

          (ii). It is the intent of the parties that the provisions of this New Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this New Agreement would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

     (9) Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Sections (1), (2)(ii) and (10) of this revised Appendix II are, in addition to your satisfaction of the Release Condition, also subject to your compliance with each of the following covenants during the two (2) year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be subject to reduction in accordance herewith should you breach any of the following covenants:

     (i). You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

     (ii). You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

     (iii). You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

     (iv). You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors (the “Board”) or

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any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

     Should you breach any of the restrictive covenants set forth in this Section (9), then you shall immediately cease to be entitled to any Gross-Up Payment under Section (10) below or any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section (16) due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

     (10) Tax Gross-Up Payment.

     (i). In the event that (A) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties related to such excise tax (with such excise tax and related interest and penalties to be collectively referred to as the “Excise Tax”) and (B) it is determined by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”) that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after your payment of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements set forth above.

     For purposes of determining your eligibility for such Gross-Up Payment, the following definitions will be in effect:

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     “Present Value” means the value, determined as of the date of the Change in Control, of each payment or benefit in the nature of compensation to which you become entitled in connection with the Change in Control or your subsequent termination of employment with Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

     “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer number of calendar years) completed immediately prior to the calendar year in which the Change in Control is effected.

     Should the aggregate Present Value (measured as of the Change in Control) of your aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and benefits under this New Agreement shall instead be subject to reduction in accordance with the benefit limitation provisions of Section (11).

     (ii). All determinations as to whether any of the payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm. Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter, within thirty (30) days after the date of your Separation from Service. In making the Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9), and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business days after the completion of such Determination or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.

     (iii). In the event that your actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Section 10(ii), then within thirty (30) days following that Final Determination, you shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days thereafter, make a new Excise Tax calculation based upon that Final Determination and provide both you and Broadcom with the supporting calculations for any

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supplemental Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the supplemental Gross-Up payment to you within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that your actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of any Gross-Up Payment initially made to you pursuant to the provisions of Section (10)(ii), then you shall refund to Broadcom, promptly upon receipt (but in no event later than ten (10) business days after such receipt), any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this Section (10)(iii), a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both you and Broadcom or (ii) sustained by a court of competent jurisdiction in a decision with which both you and Broadcom concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.

     (iv). Should the Accounting Firm determine that any Gross-Up Payment made to you was in fact more than the amount actually required to be paid to you in accordance with the provisions of Section (10)(ii), then you will, at the direction and expense of Broadcom, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Broadcom, and otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore, should Broadcom decide to contest any assessment by the Internal Revenue Service of an Excise Tax on one or more payments or benefits provided you under this New Agreement or otherwise, you will comply with all reasonable actions requested by Broadcom in connection with such proceedings, but shall not be required to incur any out-of-pocket costs in so doing.

     (v). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this Section (10) shall be subject to the hold-back provisions of Section (8). In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be permitted under Section 409A of the Code. To the extent you become entitled to any reimbursement of expenses incurred at the direction of Broadcom in connection with any tax audit or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by you or (ii) the end of the sixty (60)-day period measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation or (ii) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or resolved.

          (11) Benefit Limitation. The provisions of this Section (11) shall be applicable in the event (i) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom would otherwise

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constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section (9) or any other of your Severance Benefit Requirements.

          In such event, those payments and benefits will be subject to reduction to the extent necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to you under this New Agreement (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Section (1) of this New Agreement will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis pursuant to Section (2) of this New Agreement shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

          Notwithstanding the foregoing, in determining whether the benefit limitation of this Section (11) is exceeded, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9) of this New Agreement, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder.

     (12) Other Terminations. If your employment is terminated during the Term for Cause or you terminate your employment during the Term without Good Reason, your participation in the Program shall terminate without any further obligations of Broadcom to you or your legal representatives under the Program, other than for timely payment of the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you are entitled. However, in the event your employment is terminated during the Term by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations and

     (i) Broadcom shall also pay the bonuses described in Section (4) above, if any, to you or your legal representative, with the payment under paragraph (i) of such section to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section (8) and provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you

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under paragraph (ii) of Section (4) to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8); and

     (ii) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Program, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, shall immediately vest in full on your Date of Termination and all such awards shall remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

     The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section (8) above.

     (13) Scope of Coverage. The provisions of this New Agreement apply only (i) in the event of a Change of Control followed by a subsequent termination of your employment by Broadcom without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect to the benefits set forth under Section (12) above, (ii) in the event of your death or Disability. Notwithstanding Section (23) below, if you become entitled to receive payments under this Program, then you shall not be eligible to receive severance, termination or comparable benefits under any other plan or program of Broadcom or its affiliates, including without limitation, under the Broadcom Corporation Severance Benefit Plan for Vice Presidents and Above (or any successor plan thereto). In all other events where your employment is terminated, Broadcom’s normal severance policies will apply.

     (14). Change of Control. For purposes of the Program, a “Change of Control” shall mean a change in ownership or control of Broadcom effected through any of the following transactions:

          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

          (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom

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or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction involves a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

     (15). Cause. Broadcom may terminate your employment with or without Cause. For purposes of the Program, “Cause” shall mean the reasonable and good faith determination by a majority of the Board that any of the following events or contingencies exists or has occurred:

          (i) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom or materially breached any material provision or policy set forth in Broadcom’s Code of Ethics and Corporate Conduct;

          (ii) You are convicted of a felony or misdemeanor that involves fraud, dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;

          (iii) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under the 1934 Act shall not be deemed a material violation for purposes of this Section (15)(iii). Furthermore, with respect to filing reports or certifications you are required to provide under the 1934 Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Section (15)(iii) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of

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Broadcom, unless you knew or should have known after reasonable diligence that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or;

          (iv) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Program and this revised Appendix II.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

     (16). Good Reason. You may terminate your employment for Good Reason at any time within the twenty-four (24)-month period measured from the effective date of a Change in Control that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:

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     (i) except as you may otherwise agree in writing, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the date of the New Agreement, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof;

     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base salary as in effect on the date of the New Agreement or as the same may be increased from time-to-time during the Term;

     (iii) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash incentive awards from the levels in effect on the date of the New Agreement by more than fifteen percent (15%) in the aggregate; provided, however, that (A) a reduction in your bonuses or cash incentive awards that is part of a broad-based reduction in corresponding bonuses or awards for management employees and pursuant to which your bonuses or awards s are not reduced by a greater percentage than the reductions applicable to other management employees and (B) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

     (iv) Broadcom’s requiring you to be based at any office or other business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect on the date of the New Agreement;

     (v) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason);

     (vi) any failure by Broadcom to comply with and satisfy Section (25) of this revised Appendix II after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days; or

     (vii) following the Change in Control, you cease to serve as the Chief Financial Officer of the highest parent entity in the chain of corporations or other entities that includes Broadcom (or its successor) or you otherwise cease to serve as the Chief Financial Officer of an entity with stock publicly traded on an established United States stock exchange.

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     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under the Program and this revised Appendix II.

     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Sections (16)(ii) or (16)(iii) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section (16) shall constitute Good Reason if you consent in writing to such act, occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

     (17). Death. Your employment shall terminate automatically upon your death.

     (18). Disability. If your Disability occurs during the Term and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume the performance of your duties within thirty (30) days after receipt of such notice. For purposes of the Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness that is (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your legal representative and (ii) to the extent you are eligible to participate in Broadcom’s long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.

     (19). Notice of Termination. For purposes of the Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (with such date to be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

     (20). Date of Termination. “Date of Termination” means (i) if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (subject to the limitations set forth above in the definition of Notice of Termination), as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

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     (21). Separation from Service. For purposes of the Program, “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

     (22). Specified Employee. For purposes of the Program, “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

     (23). Non-exclusivity of Rights. Except as provided in Section (13) above, nothing in the Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies during your period of employment with Broadcom and for which you may qualify, nor, subject to Section (2) of this revised Appendix II, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any other member of the Employer Group on or subsequent to your Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this revised Appendix II.

     (24). Full Settlement.

          (i) Except as specifically set forth in this revised Appendix II, Broadcom’s obligation to make the payments provided for in the Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Program, and such amounts shall not be reduced whether or not you obtain other employment.

          (ii) You will not become eligible to receive any of the payments and benefits provided under Sections (1), (2), (3) and (4) and Section (10) of the Program unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

     (25). Successors.

          (i) The Program is personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Program shall inure to the benefit of and be enforceable by your legal representatives.

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          (ii) The Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

          (iii) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to assume expressly and agree to perform its obligations under the Program in the same manner and to the same extent that Broadcom would be required to perform those obligations if no such succession had taken place. As used in the Program, “Broadcom” shall include any successor to its business and/or assets as aforesaid that assumes and agrees to perform the obligations created by the Program by operation of law or otherwise.

     (26). Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THE NEW AGREEMENT (OR THE ORIGINAL LETTER AGREEMENT, 2008 LETTER AGREEMENT, THE 2009 LETTER AGREEMENT) OR THE BENEFITS PROVIDED UNDER THIS REVISED APPENDIX II AS SET FORTH HEREIN OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THE NEW AGREEMENT (OR THE ORIGINAL LETTER AGREEMENT, 2008 LETTER AGREEMENT OR THE 2009 LETTER AGREEMENT) OR THIS REVISED APPENDIX II SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE MOST RECENTLY BEEN) EMPLOYED BY BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, INCLUDING, BUT NOT LIMITED TO, EXPENSES AND REASONABLE ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY BROADCOM. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR

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A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

     (27). Governing Law. The laws of California shall govern the validity and interpretation of the Program, without resort to that State’s rules governing conflicts of laws.

     (28). Captions. The captions of this Appendix II are not part of the provisions of the Program and shall have no force or effect.

     (29). Amendment. The Program may not be amended or modified with respect to you other than by a written agreement executed by you and Broadcom or your and its respective successors and legal representatives.

     (30). Notices. All notices and other communications under the New Agreement shall be in writing and shall be given by hand delivery to the other party, by overnight courier or by registered or certified mail, return receipt requested, postage prepaid, addressed (if to you) at the address you last provided in writing to Broadcom, and if to Broadcom, as follows:

Broadcom Corporation
5300 California Avenue
Irvine, California 92617
Attention: Chief Executive Officer

     Notice and communications shall be effective when actually received by the addressee. Neither your failure to give any notice required by the Program, nor defects or errors in any notice given by you, shall relieve Broadcom of any corresponding obligation under the Program unless, and only to the extent that, Broadcom is actually and materially prejudiced thereby.

     (32). Severability. If any provision of the New Agreement or this revised Appendix II as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court or determined by the arbitrator, the application of any other provision of the New Agreement or this revised Appendix II, or the enforceability or invalidity of the New Agreement or revised Appendix II as a whole. Should any provision of the New Agreement or the revised Appendix II become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of the New Agreement or the revised Appendix II , as the case may be, shall continue in full force and effect.

     (33). Withholding Taxes. Broadcom shall withhold from any amounts payable under the Program all Federal, state, local or foreign taxes required to be withheld pursuant to any applicable law or regulation.

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     (34) No Waiver. Your failure or Broadcom’s failure to insist upon strict compliance with any provision hereof or any other provision of the Program or the failure to assert any right you or Broadcom may have hereunder, including, without limitation, your right to terminate employment for Good Reason, shall not be deemed to be a waiver of the application of such provision or right with respect to any subsequent event or the waiver of any other provision or right of the Program.

     Except as otherwise expressly provided herein, this New Agreement supersedes and replaces the severance benefits provided in original Appendix II of your Original Letter Agreement, and Appendix II of your 2008 Letter Agreement and 2009 Letter Agreement.

     To acknowledge your continued participation in the Program pursuant to the New Agreement and your understanding of the terms and provisions of this New Agreement, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation
By:	/s/ Scott A. McGregor
	Scott A. McGregor
	President & Chief Executive Officer

ACCEPTANCE

     I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix II thereto, and agree to be bound by all those terms and conditions.

/s/ Eric K. Brandt

Eric K. Brandt

Dated: August 19, 2010

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EX-10.3

Exhibit 10.3

August 9, 2010

Arthur Chong
Executive Vice President, General Counsel and Secretary
Broadcom Corporation
5300 California Avenue
Irvine, California 92617

Dear Art:

          Broadcom Corporation considers it essential to its best interests and those of its shareholders that you be encouraged to remain with the company and continue to devote your full attention to Broadcom’s business, notwithstanding the possibility that your employment with Broadcom might end in connection with or following a Change of Control event defined in Section 14 of the revised Appendix II set forth below (“Change in Control”). Accordingly, the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue your participation in the special change in control severance benefit program (the “Program”) for an additional one-year period ending August 18, 2011. The purpose of this new letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your continued participation in the Program. Your prior participation in the Program was initially governed by the October 27, 2008 letter agreement between you and Broadcom at the time you first became a participant in the Program (the “Original Letter Agreement”) and then by your August 3, 2009 agreement with Broadcom (the “2009 Letter Agreement”) governing your participation in the Program for the one-year period ending August 18, 2010. Except for a few changes necessary to comply with developments in the laws and regulations applicable to the Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the 2009 Letter Agreement.

          Appendix II as currently in effect under your 2009 Letter Agreement is hereby superseded by new Appendix II set forth below and shall cease to have any force or effect upon your execution of this New Agreement. All the other terms and provisions of your Original Letter Agreement governing your employment with Broadcom shall remain in full force and effect and shall not in any way be revised, modified or amended by any provision of this New Agreement.

REVISED APPENDIX II — CHANGE IN CONTROL SEVERANCE BENEFIT
PROGRAM

          Your participation in the Program will continue under this New Agreement from August 19, 2010 through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”). On August 19 of each calendar year, beginning with the 2011 calendar year, the Term shall, without any action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional year unless, before any such automatic renewal date, the Compensation Committee, by a majority vote, expressly determines that the automatic extension for such year shall not apply.

          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment with or without “Cause” or in the event of your “Disability.” You may terminate your employment with or without “Good Reason,” and your employment will automatically terminate upon your death. Any termination of your employment by Broadcom or you during the Term (or, if your employment extends beyond the Term, during the first twenty-four (24) months following a Change in Control that occurs during the Term) shall be communicated by a “Notice of Termination.”

          If a Change in Control is effected during the Term and within twenty-four (24) months after the effective date of that Change in Control:

          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or

          (ii) you terminate your employment for Good Reason,

          Broadcom shall make the payments and provide the benefits described below, provided you were employed on a full-time basis by Broadcom immediately prior to such termination and, with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section 24 (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section 9, and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

          The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to two (2) times the sum of (i) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section 16 due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (ii) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a twenty-four (24)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section 8 below, the Cash Severance payments will begin on the sixtieth

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(60^th) day following the date of your Separation from Service (with any amounts otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Section 1 shall be subject to reduction in accordance with Section 9 in the event you breach your restrictive covenants under Section 9.

     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, that are outstanding on your Date of Termination but not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

          (A) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

          (B) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twenty-four (24) successive equal monthly installments over the twenty-four (24)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twenty-four (24)-month period (i) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (ii) you must comply with the restrictive covenants set forth in Section 9. In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section 9, you shall not be entitled to any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (A) or (B) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (i) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (ii) the applicable expiration date of the maximum ten (10)-year or shorter option term.

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     Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Section 2 shall be issued as follows: The shares subject to that award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Section 2, but in no event earlier than the Initial Issuance Date.

     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

          (A). Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (ii) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section 8 below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

          (B). You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the

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level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment shall be subject to the deferred payment provisions of Section 8 below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

          Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (4) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

          (A) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

          (B) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

     Any bonus payment to which you become entitled under clause (A) of this Section 4 shall be paid to you at the same time you are paid your first Cash Severance installment under Section 1, after taking into account any required deferral under Section 8 and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may

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become entitled under clause (B) of this Section 4 shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section 8.

     The amounts set forth in Sections 5 and 6 below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section 9.

     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom shall pay you (i) any earned but unpaid base salary through that date based on the rate in effect at the time the Notice of Termination is given, (ii) any unreimbursed business expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs or arrangements subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section 8 below.

     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based on your then-current rate of base salary). Any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section 8 below. Any other vested amounts owed to you under any other compensation plans or programs will be paid to you in accordance with the terms and provisions of each such applicable plan or program.

     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract, agreement, etc. of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract or agreement referred to in Section 23 (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits

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shall be subject to any applicable deferral period under Section 8 below to the extent such benefits constitute items of deferred compensation subject to Section 409A.

          Notwithstanding the foregoing provisions of this Section 7, in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     (8) Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Program:

          (A). Notwithstanding any provision in this New Agreement to the contrary other than Subsection (8)B below, no payment or benefit under the Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service or (ii) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Subsection (8)A (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due under the Program will be paid in accordance with the normal payment dates specified herein.

          (B). It is the intent of the parties that the provisions of this New Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this New Agreement would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

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     (9) Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Sections 1, 2(B) and 10 of this New Agreement are, in addition to your satisfaction of the Release Condition, also subject to your compliance with each of the following covenants during the two (2) year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be reduced in accordance herewith should you breach any of the following covenants:

          (A). You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

          (B). You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

          (C). You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

          (D). You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors (the “Board”) or any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

     Should you breach any of the restrictive covenants set forth in this Section 9, then you shall immediately cease to be entitled to any Gross-Up Payment under Section 10 below or any Cash Severance Payments pursuant to Section 1 in excess of the greater of (i) one (1) times the sum of (x) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section 16 due to an excessive reduction in your base salary, then your rate of base salary immediately

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before such reduction) and (y) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

     (10) Tax Gross-Up Payment.

          (A). In the event that (i) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties related to such excise tax (with such excise tax and related interest and penalties to be collectively referred to as the “Excise Tax”) and (ii) it is determined by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”) that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after your payment of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements set forth above.

          For purposes of determining your eligibility for such Gross-Up Payment, the following definitions will be in effect:

          “Present Value” means the value, determined as of the date of the Change in Control, of each payment or benefit in the nature of compensation to which you become entitled in connection with the Change in Control or your subsequent termination of employment with Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

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          “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer number of calendar years) completed immediately prior to the calendar year in which the Change in Control is effected.

          Should the aggregate Present Value (measured as of the Change in Control) of your aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and benefits under this New Agreement shall instead be subject to reduction in accordance with the benefit limitation provisions of Section 11.

          (B). All determinations as to whether any of the payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm. Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter, within thirty (30) days after the date of your Separation from Service. In making the Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section 9, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business days after the completion of such Determination or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.

          (C). In the event that your actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Subsection (10)B, then within thirty (30) days following that Final Determination, you shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days thereafter, make a new Excise Tax calculation based upon that Final Determination and provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the supplemental Gross-Up payment to you within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that your actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of any Gross-Up Payment initially made to you pursuant to the provisions of Subsection (10)B, then you shall refund to Broadcom, promptly upon receipt (but in no event later than ten (10) business days after such receipt), any federal or state tax refund attributable to the Excise

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Tax overpayment. For purposes of this Subsection (10)C, a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both you and Broadcom or (ii) sustained by a court of competent jurisdiction in a decision with which both you and Broadcom concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.

               (D). Should the Accounting Firm determine that any Gross-Up Payment made to you was in fact more than the amount actually required to be paid to you in accordance with the provisions of Subsection (10)B, then you will, at the direction and expense of Broadcom, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Broadcom, and otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore, should Broadcom decide to contest any assessment by the Internal Revenue Service of an Excise Tax on one or more payments or benefits provided you under this New Agreement or otherwise, you will comply with all reasonable actions requested by Broadcom in connection with such proceedings, but shall not be required to incur any out-of-pocket costs in so doing.

               (E). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this Section 10 shall be subject to the hold-back provisions of Section 8. In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be permitted under Section 409A of the Code. To the extent you become entitled to any reimbursement of expenses incurred at the direction of Broadcom in connection with any tax audit or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by you or (ii) the end of the sixty (60)-day period measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to you no later than the later of (i) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation or (ii) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or resolved.

     (11) Benefit Limitation. The provisions of this Section 11 shall be applicable in the event (i) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom would otherwise constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section 9 or any other of your Severance Benefit Requirements.

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     In such event, those payments and benefits will be subject to reduction to the extent necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to you under this New Agreement (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Section 1 of this New Agreement will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis pursuant to Section 2 of this New Agreement shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

     Notwithstanding the foregoing, in determining whether the benefit limitation of this Section 11 is exceeded, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section 9 of this New Agreement, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder.

     (12) Other Terminations. If your employment is terminated during the Term for Cause or you terminate your employment during the Term without Good Reason, your participation in the Program shall terminate without any further obligations of Broadcom to you or your legal representatives under the Program, other than for timely payment of the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you are entitled. However, in the event your employment is terminated during the Term by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations and

          (A) Broadcom shall also pay the bonuses described in Section 4 above, if any, to you or your legal representative, with the payment under paragraph (A) of such section to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section 8 and provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (B) of Section 4 to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section 8; and

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          (B) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Program, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, shall immediately vest in full on your Date of Termination and all such awards shall remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

          The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section 8 above.

          (13) Scope of Coverage. The provisions of this New Agreement apply only (i) in the event of a Change of Control followed by a subsequent termination of your employment by Broadcom without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect to the benefits set forth in Section 12 above, (ii) in the event of your death or Disability. Notwithstanding Section 23, if you become entitled to receive payments under this Program, then you shall not be eligible to receive severance, termination or comparable benefits under any other plan or program of Broadcom or its affiliates, including without limitation, under the Broadcom Corporation Severance Benefit Plan for Vice Presidents and Above (or any successor plan thereto). In all other events where your employment is terminated, Broadcom’s normal severance policies will apply.

     (14) Change of Control. For purposes of the Program, a “Change of Control” shall mean a change in ownership or control of Broadcom effected through any of the following transactions:

          (A) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

          (B) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

          (C) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that, prior to such transaction or series of related

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transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction involves a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

          (D) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

     (15). Cause. Broadcom may terminate your employment with or without Cause. As used herein, “Cause” shall mean the reasonable and good faith determination by a majority of the Board that any of the following events or contingencies exists or has occurred:

          (A) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom or materially breached any material provision or policy set forth in Broadcom’s Code of Ethics and Corporate Conduct;

          (B) You are convicted of a felony or misdemeanor that involves fraud, dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;

          (C) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under the 1934 Act shall not be deemed a material violation for purposes of this Subsection 15(C). Furthermore, with respect to filing reports or certifications you are required to provide under the 1934 Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Subsection 15(C) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of Broadcom, unless you knew or should have known after reasonable diligence

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that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or;

          (D) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Program and this revised Appendix.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

     (16). Good Reason. You may terminate your employment for Good Reason at any time within the twenty-four (24)-month period measured from the effective date of a

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Change in Control that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:

          (A) except as you may otherwise agree in writing, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the date of the New Agreement, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof;

          (B) a more than fifteen percent (15%) reduction by Broadcom in your base salary as in effect on the date of the New Agreement or as the same may be increased from time-to-time during the Term;

          (C) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash incentive awards from the levels in effect on the date of the New Agreement by more than fifteen percent (15%) in the aggregate; provided, however, that (i) a reduction in your bonuses or cash incentive awards that is part of a broad-based reduction in corresponding bonuses or awards for management employees and pursuant to which your bonuses or awards s are not reduced by a greater percentage than the reductions applicable to other management employees and (ii) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

          (D) Broadcom’s requiring you to be based at any office or other business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect on the date of the New Agreement;

          (E) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason); or

          (F) any failure by Broadcom to comply with and satisfy Section 12 of this Appendix after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under the Program and this revised Appendix.

     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Subsections 16(B) or 16(C) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section 16 shall constitute Good Reason if you consent in writing to such act,

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occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

     (17). Death. Your employment shall terminate automatically upon your death.

     (18). Disability. If your Disability occurs during the Term and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume the performance of your duties within thirty (30) days after receipt of such notice. For purposes of the Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness that is (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your legal representative and (ii) to the extent you are eligible to participate in Broadcom’s long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.

     (19). Notice of Termination. For purposes of the Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (with such date to be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

     (20). Date of Termination. “Date of Termination” means (i) if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (subject to the limitations set forth above in the definition of Notice of Termination), as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

     (21). Separation from Service. For purposes of the Program, “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

     (22). Specified Employee. For purposes of the Program, “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

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     (23). Non-exclusivity of Rights. Except as provided in Section 13 above, nothing in the Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies during your period of employment with Broadcom and for which you may qualify, nor, subject to Section 2, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any of its affiliated companies on or subsequent to your Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by the Program.

     (24). Full Settlement.

          (A) Except as specifically set forth in this revised Appendix, Broadcom’s obligation to make the payments provided for in the Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Program, and such amounts shall not be reduced whether or not you obtain other employment.

          (B) You will not become eligible to receive any of the payments and benefits provided under Sections 1, 2, 3, and 4 and Section 10 of the Program unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

     (25). Successors.

          (A) The Program is personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Program shall inure to the benefit of and be enforceable by your legal representatives.

          (B) The Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

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          (C) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to assume expressly and agree to perform its obligations under the Program in the same manner and to the same extent that Broadcom would be required to perform those obligations if no such succession had taken place. As used in the Program, “Broadcom” shall include any successor to its business and/or assets as aforesaid that assumes and agrees to perform the obligations created by the Program by operation of law or otherwise.

     (26). Amendment. The Program may not be amended or modified with respect to you other than by a written agreement executed by you and Broadcom or your and its respective successors and legal representatives.

          To acknowledge your continued participation in the Program pursuant to the terms and provisions of this New Agreement and your understanding of its terms and conditions, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation

By: /s/ Scott A. McGregor

        Scott A. McGregor
        President and Chief Executive Officer

ACCEPTANCE

          I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix thereto, and agree to be bound by all those terms and conditions.

/s/ Arthur Chong
             Arthur Chong

Dated: August 18, 2010

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EX-10.4

Exhibit 10.4

August 9, 2010

Rajiv Ramaswami
Executive Vice President & General Manager, Infrastructure & Networking Group
Broadcom Corporation
5300 California Avenue
Irvine, California 92617

Dear Rajiv:

          Broadcom Corporation considers it essential to its best interests and those of its shareholders that you be encouraged to remain with the company and continue to devote your full attention to Broadcom’s business, notwithstanding the possibility that your employment with Broadcom might end in connection with or following a Change of Control event defined in Section (13) of the revised Appendix II set forth below (“Change in Control”). Accordingly, the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue your participation in the special change in control severance benefit program (the “Program”) for an additional one-year period ending August 18, 2011. The purpose of this new letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your continued participation in the Program. Your prior participation in the Program was initially governed by the January 8, 2010 letter agreement between you and Broadcom at the time you first became a participant in the Program (the “Original Letter Agreement”). Except for a few changes necessary to comply with developments in the laws and regulations applicable to the Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the Appendix II to your Original Letter Agreement.

          Appendix II as currently in effect under your Original Letter Agreement is hereby superseded by new Appendix II set forth below and shall cease to have any force or effect upon your execution of this New Agreement. All the other terms and provisions of your Original Letter Agreement governing your employment with Broadcom shall remain in full force and effect and shall not in any way be revised, modified or amended by any provision of this New Agreement.

REVISED APPENDIX II – CHANGE IN CONTROL
SEVERANCE BENEFIT PROGRAM

          Your participation in the Program will continue under this New Agreement from August 19, 2010 through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”). On August 19 of each calendar year, beginning with the 2010 calendar year, the Term shall, without any action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional year unless, before any such automatic renewal date, the Compensation Committee, by a majority vote, expressly determines that the automatic extension for such year shall not apply.

          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment with or without “Cause” or in the event of your “Disability.” You may terminate your employment with or without “Good Reason,” and your employment will automatically terminate upon your death. Any termination of your employment by Broadcom or you during the Term (or, if your employment extends beyond the Term, during the first twenty-four (24) months following a Change in Control that occurs during the Term) shall be communicated by a “Notice of Termination.”

          If a Change in Control is effected during the Term and within twenty-four (24) months after the effective date of that Change in Control:

          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or

          (ii) you terminate your employment for Good Reason,

          Broadcom shall make the payments and provide the benefits described below, provided you were employed on a full-time basis by Broadcom immediately prior to such termination and, with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section (24) (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section (9), and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

          The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to two (2) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section (15) due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a twenty-four (24)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section (8) below, the Cash Severance payments will begin on the sixtieth (60^th) day following the date of your Separation from Service (with any amounts

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otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Code. However, the amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Section (1) shall be subject to reduction in accordance with Section (9) in the event you breach your restrictive covenants under Section (9).

     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom that are outstanding on your Date of Termination and not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

     (i) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

     (ii) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twenty-four (24) successive equal monthly installments over the twenty-four (24)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twenty-four (24)-month period (x) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (y) you must comply with the restrictive covenants set forth in Section (9). In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section (9), you shall not be entitled to any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (i) or (ii) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (A) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (B) the applicable expiration date of the maximum ten (10)-year or shorter option term. Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

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     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Section (2) shall be issued as follows: The shares subject to that award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60^th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Section (2), but in no event earlier than the Initial Issuance Date.

     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

     (i). Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (A) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (B) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60^th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

     (ii). You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment

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shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

          Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (4) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

     (i) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause (i) only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

     (ii) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

     Any bonus payment to which you become entitled under clause (i) of this Section (4) shall be paid to you at the same time you are paid your first Cash Severance installment under Section (1), after taking into account any required deferral under Section (8) and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become entitled under clause (ii) of this Section (4) shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8).

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     The amounts set forth in Sections (5) and (6) below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section (9).

     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom shall pay you (i) any earned but unpaid base salary through that date based on the rate in effect at the time the Notice of Termination is given, (ii) any unreimbursed business expenses incurred by you and (iii) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs or arrangements subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below.

     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based on your then-current rate of base salary). Any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below. Any other vested amounts owed to you under any other compensation plans or programs will be paid to you in accordance with the terms and provisions of each such applicable plan or program.

     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract, agreement, etc. of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract or agreement referred to in Section (23) (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits shall be subject to any applicable deferral period under Section (8) below to the extent such benefits constitute items of deferred compensation subject to Section 409A.

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          Notwithstanding the foregoing provisions of this Section (7), in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     (8) Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Program:

     (i) Notwithstanding any provision in this Appendix II to the contrary, no payment or benefit under the Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (A) the first day of the seventh (7th) month following the date of your Separation from Service or (B) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Section (8)(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due under the Program will be paid in accordance with the normal payment dates specified herein.

     (ii) It is the intent of the parties that the provisions of this Appendix II comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Appendix II would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

     (9) Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Sections (1) and (2)(ii) of this Appendix II are, in addition to your satisfaction of the Release Condition, also subject to your compliance with each of the following covenants during the two (2) year period measured from your Date of Termination, and those enumerated severance benefits will

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immediately cease or be subject to reduction in accordance herewith should you breach any of the following covenants:

     (i) You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

     (ii) You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

     (iii) You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

     (iv) You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors or any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

     Should you breach any of the restrictive covenants set forth in this Section (9), then you shall immediately cease to be entitled to any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Section (15) due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach

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shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

          (10) Excess Parachute Payments.

     (i) Excess Parachute Payment Limitation. Notwithstanding anything contained herein to the contrary, any payment or benefit received or to be received by you in connection with a Change of Control that would constitute a “parachute payment” (within the meaning of Code Section 280G), whether payable pursuant to the terms of this Program or any other plan, arrangements or agreement with Broadcom or its affiliates (collectively, the “Total Payments”), shall be reduced to the least extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, your Net After-Tax Benefit as a result of such reduction will exceed the Net After-Tax Benefit that you would have received if no such reduction was made. For purposes of this Program, “Net After-Tax Benefit” means (A) the Total Payments that you become entitled to receive from the Company or its affiliates which constitute “parachute payments” (determined without regard to the requirements of Treas. Reg. Q&A-2(a)(4)), less (B) the amount of all federal, state and local income and employment taxes payable with respect to the Total Payments, calculated at the maximum applicable marginal income tax rate, less (C) the amount of excise taxes imposed with respect to the Total Payments under Section 4999 of the Code. If excise taxes may apply to the Total Payments, the foregoing determination will be made by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”).

     (ii) Order of Reduction. If the Accounting Firm determines that a reduction in payments is required by this Section (10), the dollar amount of your Cash Severance under Section (1) of this Appendix II will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis pursuant to Section (2) of this Appendix II shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

     (iii) Cooperation; Expenses. If applicable, you and Broadcom will each provide the Accounting Firm access to and copies of any books, records and documents in such party’s respective possession, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and

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calculations contemplated by this Section (10). The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section (10) will be borne by Broadcom.

     (11). Other Terminations. If your employment is terminated during the Term for Cause, or you terminate your employment during the Term without Good Reason, your participation in the Program shall terminate without any further obligations of Broadcom to you or your legal representatives under the Program, other than for timely payment of the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you are entitled. In the event your employment is terminated during the Term by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations owed you and:

     (i) Broadcom shall also pay the bonuses described in Section (4) above, if any, to you or your legal representative, with the payment under paragraph (i) of such section to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section (8) and provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (ii) of Section (4) to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8); and

     (ii) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Program, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom shall immediately vest in full on your Date of Termination and all such awards shall remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

     The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section (8) above.

     (12). Scope of Coverage. The provisions of this Appendix II apply only (i) in the event of a Change of Control followed by a subsequent termination of your employment by Broadcom without Cause or by you for Good Reason within twenty-four (24) months

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thereafter or, with respect to the benefits set forth in Section (11) above, (ii) in the event of your death or Disability. Notwithstanding Section 23 below, if you become entitled to receive payments under this Program, then you shall not be eligible to receive severance, termination or comparable benefits under any other plan or program of Broadcom or its affiliates, including without limitation, under the Broadcom Corporation Severance Benefit Plan for Vice Presidents and Above (or any successor plan thereto). In all other events where your employment is terminated, Broadcom’s normal severance policies will apply.

     (13). Change of Control. For purposes of the Program, a “Change of Control” shall mean a change in ownership or control of Broadcom effected through any of the following transactions:

     (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

     (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

     (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction involves a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

     (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

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     (14). Cause. Broadcom may terminate your employment with or without Cause. For purposes of the Program, “Cause” shall mean the reasonable and good faith determination by a majority of the Board that any of the following events or contingencies exists or has occurred:

     (i) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom or materially breached any material provision or policy set forth in Broadcom’s Code of Ethics and Corporate Conduct;

     (ii) You are convicted of a felony or misdemeanor that involves fraud, dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;

     (iii) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under the 1934 Act shall not be deemed a material violation for purposes of this Section (14)(iii). Furthermore, with respect to filing reports or certifications you are required to provide under the 1934 Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Section (14)(iii) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of Broadcom, unless you knew or should have known after reasonable diligence that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or;

     (iv) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Program.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts

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or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

     (15). Good Reason. You may terminate your employment for Good Reason at any time within the twenty-four (24)-month period measured from the effective date of a Change in Control that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:

     (i) except as you may otherwise agree in writing, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the date of the Letter Agreement, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof;

     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base salary as in effect on the date of the Letter Agreement or as the same may be increased from time-to-time during the Term;

     (iii) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash incentive awards from the levels in effect on the date of the Letter Agreement by more than fifteen percent (15%) in the aggregate; provided, however, that (i) a reduction in your bonuses or

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cash incentive awards that is part of a broad-based reduction in corresponding bonuses or awards for management employees and pursuant to which your bonuses or awards are not reduced by a greater percentage than the reductions applicable to other management employees and (ii) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

     (iv) Broadcom’s requiring you to be based at any office or other business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect on the date of the Letter Agreement;

     (v) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason); or

     (vi) any failure by Broadcom to comply with and satisfy Section (25) of this Appendix after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under the Program.

     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Sections (15)(ii) or (15)(iii) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section (15) shall constitute Good Reason if you consent in writing to such act, occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

     (16). Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     (17). Death. Your employment shall terminate automatically upon your death.

     (18). Disability. If your Disability occurs during the Term and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume the performance of your duties within thirty (30) days after receipt of such notice. For purposes of the Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness that is (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your legal representative and (ii) to the extent you are eligible to participate in Broadcom’s

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long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.

     (19). Notice of Termination. For purposes of the Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (with such date to be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

     (20). Date of Termination. “Date of Termination” means (i) if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (subject to the limitations set forth above in the definition of Notice of Termination), as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

     (21). Separation from Service. For purposes of the Program, “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

     (22). Specified Employee. For purposes of the Program, “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

     (23). Non-exclusivity of Rights. Except as provided in Section (12) above, nothing in the Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies during your period of employment with Broadcom and for which you may qualify, nor, subject to Section (2) of this Appendix II, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any of its affiliated companies on or subsequent to your Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Appendix II.

     (24). Full Settlement.

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     (i) Except as specifically set forth in this Appendix II, Broadcom’s obligation to make the payments provided for in the Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Program, and such amounts shall not be reduced whether or not you obtain other employment.

     (ii) You will not become eligible to receive any of the payments and benefits provided under Sections 1, 2, 3 and 4 of the Program unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

     (25). Successors.

     (i) The Program is personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Program shall inure to the benefit of and be enforceable by your legal representatives.

     (ii) The Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

     (iii) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to assume expressly and agree to perform its obligations under the Program in the same manner and to the same extent that Broadcom would be required to perform those obligations if no such succession had taken place. As used in the Program, “Broadcom” shall include any successor to its business and/or assets as aforesaid that assumes and agrees to perform the obligations created by the Program by operation of law or otherwise.

     (26). Amendment. The Program may not be amended or modified with respect to you other than by a written agreement executed by you and Broadcom or your and its respective successors and legal representatives.

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          To acknowledge your continued participation in the Program pursuant to the terms and provisions of this New Agreement and your understanding of its terms and conditions, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation
By:	/s/ Scott A. McGregor
	Scott A. McGregor
	President and Chief Executive Officer

ACCEPTANCE

          I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix thereto, and agree to be bound by all those terms and conditions.

/s/ Rajiv Ramaswami  

Rajiv Ramaswami 

Dated: August 19, 2010 

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EX-10.5

Exhibit 10.5

August 9, 2010

[Name and Title]
Broadcom Corporation
5300 California Avenue
Irvine, California 92617

Dear _______:

          Broadcom Corporation considers it essential to its best interests and those of its shareholders that you be encouraged to remain with the company and continue to devote your full attention to Broadcom’s business, notwithstanding the possibility that your employment with Broadcom might end in connection with or following a Change of Control event defined in Section 1 of the Appendix (“Change in Control”). Accordingly, the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue your participation in the special change in control severance benefit program (the “Program”) for an additional one-year period ending August 18, 2011. The purpose of this new letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your continued participation in the Program. Your prior participation in the Program was governed by the letter agreement between you and Broadcom in August 2009 (the “2009 Letter Agreement”) for the one-year period ending August 18, 2010. Except for a few changes necessary to comply with developments in the laws and regulations applicable to the Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the 2009 Letter Agreement.

          Capitalized terms not defined in this New Agreement are defined in the revised Appendix attached hereto, which is hereby incorporated as though set forth in full herein. The revised Appendix supersedes the Appendix attached to your 2009 Letter Agreement.

          Your participation in the Program will continue under this New Agreement from August 19, 2010 through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”). On August 19 of each calendar year, beginning with the 2011 calendar year, the Term shall, without any action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional year unless, before any such automatic renewal date, the Compensation Committee, by a majority vote, expressly determines that the automatic extension for such year shall not apply.

          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment with or without “Cause” or in the event of your “Disability.” You may terminate your employment with or without “Good Reason,” and your employment will automatically terminate upon your death. Any termination of your employment by Broadcom or you during the Term (or, if your employment extends beyond the Term, during the first twenty-four (24) months following a Change in Control that occurs during the Term) shall be communicated by a “Notice of Termination.”

          If a Change in Control is effected during the Term and within twenty-four (24) months after the effective date of that Change in Control:

          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or

          (ii) you terminate your employment for Good Reason,

          Broadcom shall make the payments and provide the benefits described below, provided you were employed on a full-time basis by Broadcom immediately prior to such termination and, with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section 11 of the attached Appendix (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section (9), and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

          The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to two (2) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 3(ii) of the attached Appendix due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a twenty-four (24)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section (8) below, the Cash Severance payments will begin on the sixtieth (60^th) day following the date of your Separation from Service (with any amounts otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the

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amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Section (1) shall be subject to reduction in accordance with Section (9) in the event you breach your restrictive covenants under Section (9).

     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, that are outstanding on your Date of Termination but not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

               (i) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

               (ii) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twenty-four (24) successive equal monthly installments over the twenty-four (24)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twenty-four (24)-month period (x) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (y) you must comply with the restrictive covenants set forth in Section (9). In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section (9), you shall not be entitled to any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (i) or (ii) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (A) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (B) the applicable expiration date of the maximum ten (10)-year or shorter option term.

     Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Section (2) shall be issued as follows: The shares subject to that

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award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Section (2), but in no event earlier than the Initial Issuance Date.

     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

               (i). Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (A) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (B) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

               (ii). You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

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               Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (4) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

               (i) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

               (ii) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

     Any bonus payment to which you become entitled under clause (i) of this Section (4) shall be paid to you at the same time you are paid your first Cash Severance installment under Section (1), after taking into account any required deferral under Section (8) and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become entitled under clause (ii) of this Section (4) shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8).

     The amounts set forth in Sections (5) and (6) below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section (9).

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     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom shall pay you (i) any earned but unpaid base salary through that date based on the rate in effect at the time the Notice of Termination is given, (ii) any unreimbursed business expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs or arrangements subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below.

     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based on your then-current rate of base salary). Any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below. Any other vested amounts owed to you under any other compensation plans or programs will be paid to you in accordance with the terms and provisions of each such applicable plan or program.

     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract, agreement, etc. of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract or agreement referred to in Section 10 of the Appendix (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits shall be subject to any applicable deferral period under Section (8) below to the extent such benefits constitute items of deferred compensation subject to Section 409A.

               Notwithstanding the foregoing provisions of this Section (7), in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement

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of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     (8) Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Program:

               (i). Notwithstanding any provision in this New Agreement to the contrary other than Subsection (8)(ii) below, no payment or benefit under the Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service or (ii) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Subsection (8)(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due under the Program will be paid in accordance with the normal payment dates specified herein.

               (ii). It is the intent of the parties that the provisions of this New Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this New Agreement would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

     (9) Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Sections (1), (2)(ii) and (10) of this New Agreement are, in addition to your satisfaction of the Release Condition, also subject to your compliance with each of the following covenants during the two (2) year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be reduced in accordance herewith should you breach any of the following covenants:

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               (i). You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

               (ii). You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

               (iii). You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

               (iv). You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors (the “Board”) or any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

     Should you breach any of the restrictive covenants set forth in this Section (9), then you shall immediately cease to be entitled to any Gross-Up Payment under Section (10) below or any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 3(ii) of the attached Appendix due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may,

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to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

          (10) Tax Gross-Up Payment.

               (i). In the event that (A) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties related to such excise tax (with such excise tax and related interest and penalties to be collectively referred to as the “Excise Tax”) and (B) it is determined by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”) that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after your payment of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements set forth above.

               For purposes of determining your eligibility for such Gross-Up Payment, the following definitions will be in effect:

               “Present Value” means the value, determined as of the date of the Change in Control, of each payment or benefit in the nature of compensation to which you become entitled in connection with the Change in Control or your subsequent termination of employment with Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

               “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer number of calendar years) completed immediately prior to the calendar year in which the Change in Control is effected.

               Should the aggregate Present Value (measured as of the Change in Control) of your aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and benefits under this New Agreement shall instead be subject to reduction in accordance with the benefit limitation provisions of Section (11).

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               (ii). All determinations as to whether any of the payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm. Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter, within thirty (30) days after the date of your Separation from Service. In making the Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9), and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business days after the completion of such Determination or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.

               (iii). In the event that your actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Subsection (10)(ii), then within thirty (30) days following that Final Determination, you shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days thereafter, make a new Excise Tax calculation based upon that Final Determination and provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the supplemental Gross-Up payment to you within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that your actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of any Gross-Up Payment initially made to you pursuant to the provisions of Subsection (10)(ii), then you shall refund to Broadcom, promptly upon receipt (but in no event later than ten (10) business days after such receipt), any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this Subsection (10)(iii), a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (A) agreed to by both you and Broadcom or (B) sustained by a court of competent jurisdiction in a decision with which both you and Broadcom concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.

               (iv). Should the Accounting Firm determine that any Gross-Up Payment made to you was in fact more than the amount actually required to be paid to you in accordance with the provisions of Subsection (10)(ii), then you will, at the direction and expense of Broadcom, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures

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established by, Broadcom, and otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore, should Broadcom decide to contest any assessment by the Internal Revenue Service of an Excise Tax on one or more payments or benefits provided you under this New Agreement or otherwise, you will comply with all reasonable actions requested by Broadcom in connection with such proceedings, but shall not be required to incur any out-of-pocket costs in so doing.

               (v). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this Section (10) shall be subject to the hold-back provisions of Section (8). In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be permitted under Section 409A of the Code. To the extent you become entitled to any reimbursement of expenses incurred at the direction of Broadcom in connection with any tax audit or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (A) the close of the calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by you or (B) the end of the sixty (60)-day period measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to you no later than the later of (A) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation or (B) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or resolved.

     (11) Benefit Limitation. The provisions of this Section (11) shall be applicable in the event (i) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom would otherwise constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section (9) or any other of your Severance Benefit Requirements.

     In such event, those payments and benefits will be subject to reduction to the extent necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to you under this New Agreement (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Section (1) of this New Agreement will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis

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pursuant to Section (2) of this New Agreement shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

     Notwithstanding the foregoing, in determining whether the benefit limitation of this Section (11) is exceeded, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9) of this New Agreement, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder.

     (12) Other Terminations. If your employment is terminated during the Term for Cause or you terminate your employment during the Term without Good Reason, your participation in the Program shall terminate without any further obligations of Broadcom to you or your legal representatives under the Program, other than for timely payment of the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you are entitled. However, in the event your employment is terminated during the Term by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations and

     (i) Broadcom shall also pay the bonuses described in Section (4) above, if any, to you or your legal representative, with the payment under paragraph (i) of such subsection to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section (8) and provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (ii) of Section (4) to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8); and

     (ii) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Program, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, shall immediately vest in full on your Date of Termination and all such awards shall remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

     The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from

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Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section (8) above.

     (13) Scope of Coverage. The provisions of this New Agreement apply only (i) in the event of a Change of Control followed by a subsequent termination of your employment by Broadcom without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect to the benefits set forth in Section (12) above, (ii) in the event of your death or Disability. Notwithstanding Section 10 of the Appendix, if you become entitled to receive payments under this Program, then you shall not be eligible to receive severance, termination or comparable benefits under any other plan or program of Broadcom or its affiliates, including without limitation, under the Broadcom Corporation Severance Benefit Plan for Vice Presidents and Above (or any successor plan thereto). In all other events where your employment is terminated, Broadcom’s normal severance policies will apply.

          Except as otherwise expressly provided herein, this New Agreement supersedes and replaces your 2009 Letter Agreement, and your 2009 Letter Agreement shall no longer have any force or effect.

          To acknowledge your continued participation in the Program pursuant to the terms and provisions of this New Agreement and the attached Appendix and your understanding of its terms and conditions, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation
By:
	Scott A. McGregor
	President and Chief Executive Officer

ACCEPTANCE

          I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix thereto, and agree to be bound by all those terms and conditions.

[Name]

Dated: August __, 2010

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APPENDIX
to
CHANGE IN CONTROL SEVERANCE PROGRAM

     This appendix sets forth terms and conditions of the special change in control severance benefit program (“Program”) of Broadcom Corporation (together with any successor thereto, “Broadcom”) applicable to certain key executives. This Appendix is to be construed in conjunction with, and is made a part of, the New Agreement evidencing your continued participation in the Program. Eligibility for the Program is limited to executives who execute the New Agreement evidencing their eligibility. Defined terms apply both to the New Agreement and this Appendix.

          1. Change of Control. For purposes of the Program, a “Change of Control” shall mean a change in ownership or control of Broadcom effected through any of the following transactions:

     (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

     (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

     (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction involves a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

     (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be

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comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

          2. Cause. Broadcom may terminate your employment with or without Cause. As used herein, “Cause” shall mean the reasonable and good faith determination by a majority of the Board that any of the following events or contingencies exists or has occurred:

     (i) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom or materially breached any material provision or policy set forth in Broadcom’s Code of Ethics and Corporate Conduct;

     (ii) You are convicted of a felony or misdemeanor that involves fraud, dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;

     (iii) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under the 1934 Act shall not be deemed a material violation for purposes of this Subsection 2(iii). Furthermore, with respect to filing reports or certifications you are required to provide under the 1934 Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Subsection 2(iii) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of Broadcom, unless you knew or should have known after reasonable diligence that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or;

     (iv) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

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     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Program and this revised Appendix.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

          3. Good Reason. You may terminate your employment for Good Reason at any time within the twenty-four (24)-month period measured from the effective date of a Change in Control that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:

     (i) except as you may otherwise agree in writing, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the date of the New Agreement, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof;

     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base salary as in effect on the date of the New Agreement or as the same may be increased from time-to-time during the Term;

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     (iii) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash

incentive awards from the levels in effect on the date of the New Agreement by more than fifteen percent (15%) in the aggregate; provided, however, that (i) a reduction in your bonuses or cash incentive awards that is part of a broad-based reduction in corresponding bonuses or awards for management employees and pursuant to which your bonuses or awards s are not reduced by a greater percentage than the reductions applicable to other management employees and (ii) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

     (iv) Broadcom’s requiring you to be based at any office or other business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect on the date of the New Agreement;

     (v) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason); or

     (vi) any failure by Broadcom to comply with and satisfy Section 12 of this Appendix after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under the Program and this revised Appendix.

     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Subsections 3(ii) or 3(iii) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section 3 shall constitute Good Reason if you consent in writing to such act, occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

          4. Death. Your employment shall terminate automatically upon your death.

          5. Disability. If your Disability occurs during the Term and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume the performance of your duties within thirty (30) days after receipt of such notice. For purposes of the Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive

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business days as a result of incapacity due to mental or physical illness that is (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your legal representative and (ii) to the extent you are eligible to participate in Broadcom’s long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.

          6. Notice of Termination. For purposes of the Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (with such date to be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

          7. Date of Termination. “Date of Termination” means (i) if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (subject to the limitations set forth above in the definition of Notice of Termination), as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

          8. Separation from Service. For purposes of the Program, “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

          9. Specified Employee. For purposes of the Program, “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

          10. Non-exclusivity of Rights. Except as provided in Section 13 of the New Agreement, nothing in the Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies during your period of employment with Broadcom and for which you may qualify, nor, subject to Section (2) of the New Agreement, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any of its affiliated companies on or subsequent to your Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by the Program.

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          11. Full Settlement.

               (i) Except as specifically set forth in this Appendix or the accompanying New Agreement, Broadcom’s obligation to make the payments provided for in the Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Program, and such amounts shall not be reduced whether or not you obtain other employment.

               (ii) You will not become eligible to receive any of the payments and benefits provided under Sections 1, 2, 3, and 4 and Section 10 of the Program unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

          12. Successors.

               (i) The Program is personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Program shall inure to the benefit of and be enforceable by your legal representatives.

               (ii) The Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

               (iii) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to assume expressly and agree to perform its obligations under the Program in the same manner and to the same extent that Broadcom would be required to perform those obligations if no such succession had taken place. As used in the Program, “Broadcom” shall include any successor to its business and/or assets as aforesaid that assumes and agrees to perform the obligations created by the Program by operation of law or otherwise.

          13. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THE NEW AGREEMENT (OR THE 2009 LETTER AGREEMENT) OR THE BENEFITS PROVIDED UNDER THE PROGRAM AS

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SET FORTH HEREIN OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THE NEW AGREEMENT (OR THE 2009 LETTER AGREEMENT) SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE MOST RECENTLY BEEN) EMPLOYED BY BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, INCLUDING, BUT NOT LIMITED TO, EXPENSES AND REASONABLE ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY BROADCOM. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

          14. Governing Law. The laws of California shall govern the validity and interpretation of the Program, without resort to that State’s rules governing conflicts of laws.

          15. Captions. The captions of this Appendix are not part of the provisions of the Program and shall have no force or effect.

          16. Amendment. The Program may not be amended or modified with respect to you other than by a written agreement executed by you and Broadcom or your and its respective successors and legal representatives.

          17. Notices. All notices and other communications under the New Agreement shall be in writing and shall be given by hand delivery to the other party, by overnight courier or

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by registered or certified mail, return receipt requested, postage prepaid, addressed (if to you) at the address you last provided in writing to Broadcom, and if to Broadcom, as follows:

Broadcom Corporation
5300 California Avenue
Irvine, California 92617
Attention: Chief Executive Officer

          Notice and communications shall be effective when actually received by the addressee. Neither your failure to give any notice required by the Program, nor defects or errors in any notice given by you, shall relieve Broadcom of any corresponding obligation under the Program unless, and only to the extent that, Broadcom is actually and materially prejudiced thereby.

          18. Severability. If any provision of the New Agreement or this revised Appendix as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court or determined by the arbitrator, the application of any other provision of the New Agreement or this revised Appendix, or the enforceability or invalidity of the New Agreement or revised Appendix as a whole. Should any provision of the New Agreement or the revised Appendix become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of the New Agreement or the revised Appendix, as the case may be, shall continue in full force and effect.

          19. Withholding Taxes. Broadcom shall withhold from any amounts payable under the Program all Federal, state, local or foreign taxes required to be withheld pursuant to any applicable law or regulation.

          20. No Waiver. Your failure or Broadcom’s failure to insist upon strict compliance with any provision hereof or any other provision of the Program or the failure to assert any right you or Broadcom may have hereunder, including, without limitation, your right to terminate employment for Good Reason, shall not be deemed to be a waiver of the application of such provision or right with respect to any subsequent event or the waiver of any other provision or right of the Program.

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EX-10.6

Exhibit 10.6

August 9, 2010

Robert L. Tirva
Senior Vice President, Corporate Controller and Principal Accounting Officer
Broadcom Corporation
5300 California Avenue
Irvine, California 92617

Dear Bob:

          Broadcom Corporation considers it essential to its best interests and those of its shareholders that you be encouraged to remain with the company and continue to devote your full attention to Broadcom’s business, notwithstanding the possibility that your employment with Broadcom might end in connection with or following a Change of Control event defined in Section 1 of the Appendix (“Change in Control”). Accordingly, the Compensation Committee of the Broadcom Board of Directors (the “Compensation Committee”) has decided to continue your participation in the special change in control severance benefit program (the “Program”) for an additional one-year period ending August 18, 2011. The purpose of this new letter agreement (the “New Agreement”) is to restate the terms and conditions that will govern your continued participation in the Program. Your prior participation in the Program was governed by the letter agreement between you and Broadcom in August 2009 (the “2009 Letter Agreement”) for the one-year period ending August 18, 2010. Except for a few changes necessary to comply with developments in the laws and regulations applicable to the Program, the terms and conditions set forth in this New Agreement are substantially the same as those in effect under the 2009 Letter Agreement.

          Capitalized terms not defined in this New Agreement are defined in the revised Appendix attached hereto, which is hereby incorporated as though set forth in full herein. The revised Appendix supersedes the Appendix attached to your 2009 Letter Agreement.

          Your participation in the Program will continue under this New Agreement from August 19, 2010 through August 18, 2011 (such term, together with any renewals thereof, to constitute the “Term”). On August 19 of each calendar year, beginning with the 2011 calendar year, the Term shall, without any action by Broadcom or the Compensation Committee, automatically be extended for one (1) additional year unless, before any such automatic renewal date, the Compensation Committee, by a majority vote, expressly determines that the automatic extension for such year shall not apply.

          Employment with Broadcom is at-will, and Broadcom may unilaterally terminate your employment with or without “Cause” or in the event of your “Disability.” You may terminate your employment with or without “Good Reason,” and your employment will automatically terminate upon your death. Any termination of your employment by Broadcom or you during the Term (or, if your employment extends beyond the Term, during the first twenty-four (24) months following a Change in Control that occurs during the Term) shall be communicated by a “Notice of Termination.”

          If a Change in Control is effected during the Term and within twenty-four (24) months after the effective date of that Change in Control:

          (i) Broadcom unilaterally terminates your employment other than for Cause or Disability, or

          (ii) you terminate your employment for Good Reason,

          Broadcom shall make the payments and provide the benefits described below, provided you were employed on a full-time basis by Broadcom immediately prior to such termination and, with respect to certain of those benefits, there is compliance with each of the following requirements (the “Severance Benefit Requirements”):

          (i) you deliver the general release required under Section 11 of the attached Appendix (the “Required Release”) within the applicable time period following your Date of Termination,

          (ii) the Required Release becomes effective in accordance with applicable law following the expiration of any applicable revocation period,

          (iii) you comply with each of the restrictive covenants set forth in Section (9), and

          (iv) you are and continue to remain in material compliance with your obligations to Broadcom under your Confidentiality and Invention Assignment Agreement.

          The payments and benefits to which you will become entitled if all the Severance Benefits Requirements are satisfied are as follows:

     (1) Cash Severance. Broadcom will pay you cash severance (“Cash Severance”) in an amount equal to one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 3(ii) of the attached Appendix due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs. Such Cash Severance shall be payable over a twelve (12)-month period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination (the “Payment Schedule”), except that, subject to the deferral provisions of Section (8) below, the Cash Severance payments will begin on the sixtieth (60^th) day following the date of your Separation from Service (with any amounts otherwise payable prior to such sixtieth (60^th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60^th) day without interest thereon). The installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of the final Treasury Regulations under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the

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amount of Cash Severance to which you may be entitled pursuant to the foregoing provisions of this Section (1) shall be subject to reduction in accordance with Section (9) in the event you breach your restrictive covenants under Section (9).

     (2) Options and Other Equity Awards. Notwithstanding any less favorable terms of any stock option or other equity award agreement or plan, any options to purchase shares of Broadcom’s common stock or any restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, that are outstanding on your Date of Termination but not otherwise fully vested shall be subject to accelerated vesting in accordance with the following provisions:

          (i) On the date your timely executed and delivered Required Release becomes effective following the expiration of the maximum review/delivery period and any applicable revocation period (the “Release Condition”), you will receive twenty-four (24) months of service vesting credit under each of your outstanding stock options, restricted stock units and other equity awards.

          (ii) The portion of each of your outstanding stock options, restricted stock units and other equity awards that remains unvested after your satisfaction of the Release Condition will vest in a series of twelve (12) successive equal monthly installments over the twelve (12)-month period measured from your Date of Termination (the “Additional Monthly Vesting”), provided that during each successive month within that twelve (12) month period (x) you must comply with all of your obligations under your Confidentiality and Invention Assignment Agreement with Broadcom that survive the termination of your employment with Broadcom and (y) you must comply with the restrictive covenants set forth in Section (9). In the event that you violate the Confidentiality and Invention Assignment Agreement or engage in any of the activities precluded by the restrictive covenants set forth in Section (9), you shall not be entitled to any Additional Monthly Vesting for and after the month in which such violation or activity (as the case may be) occurs.

     In addition, the period for exercising each option that accelerates in accordance with subparagraph (i) or (ii) above shall be extended from the limited post-termination period otherwise provided in the applicable stock option agreement until the earlier of (A) the end of the twenty-four (24)-month period measured from your Date of Termination or (if later) the end of the one-month period measured from each installment vesting date of that option in accordance herewith or (B) the applicable expiration date of the maximum ten (10)-year or shorter option term.

     Upon your satisfaction of the Release Condition, the limited post-termination exercise period for any other options granted to you by Broadcom and outstanding on your Date of Termination shall also be extended in the same manner and to the same extent as your accelerated options.

     The shares of Broadcom Class A common stock underlying any restricted stock unit award that vests on an accelerated or Additional Monthly Vesting basis in accordance with this Section (2) shall be issued as follows: The shares subject to that

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award that vest upon the satisfaction of the Release Condition shall be issued on the sixtieth (60th) day following the date of your Separation from Service (“Initial Issuance Date”), and each remaining share subject to such restricted stock unit award shall be issued on the next regularly-scheduled share issuance date for that restricted stock unit award (currently, the 5th day of February, May, August and November each year) following the prescribed vesting date for that share in accordance with this Section (2), but in no event earlier than the Initial Issuance Date.

     (3) Lump Sum Benefit Payments. Provided you satisfy the Release Condition, the following special payments shall be made to you to provide you with a source of funding to cover a portion of the cost of any health care, life insurance and disability insurance coverage you obtain following your Date of Termination:

          (i). Provided you and your spouse and eligible dependents elect to continue medical care coverage under Broadcom’s group health care plans pursuant to the applicable COBRA provisions, Broadcom will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to you in an amount equal to thirty-six (36) times the amount by which (A) the monthly cost payable by you, as measured as of your Date of Termination, to obtain COBRA coverage for yourself, your spouse and eligible dependents under Broadcom’s employee group health plan at the level in effect for each of you on such Date of Termination exceeds (B) the monthly amount payable at such time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain group health care coverage at the same level. Broadcom shall pay the Lump Sum Health Care Payment to you on the sixtieth (60th) day following the date of your Separation from Service. Notwithstanding the foregoing, the Lump Sum Health Care Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code. In addition, Broadcom cannot provide any assurances hereunder as to the maximum period for which you and your spouse and dependents may in fact be entitled to COBRA health care coverage under the Broadcom group health care plans, and it is expected that such coverage will cease prior to the expiration of the thirty-six (36) month period measured from your Date of Termination, except under certain limited circumstances.

          (ii). You shall also be entitled to an additional lump sum cash payment (the “Lump Sum Insurance Benefit Payment”) from Broadcom in an amount equal to twelve (12) times the amount by which (i) the monthly cost payable by you, as measured as of your Date of Termination, to obtain post-employment continued coverage under Broadcom’s employee group term life insurance and disability insurance plans at the level in effect for you on such Date of Termination exceeds (ii) the monthly amount payable at that time by a similarly-situated executive whose employment with Broadcom has not terminated to obtain similar coverage. Broadcom shall pay the Lump Sum Insurance Benefit Payment to you concurrently with the payment of the Lump Sum Health Care Benefit, provided, however, that the Lump Sum Insurance Benefit Payment shall be subject to the deferred payment provisions of Section (8) below, to the extent necessary to avoid the imposition of taxes in connection with a prohibited distribution under Section 409A(a)(2) of the Code.

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          Should you wish to obtain such actual post-employment continued coverage under Broadcom’s group term life insurance and disability insurance plans, Broadcom shall serve as the agent for transmitting your required monthly premium payments for such coverage to the applicable insurance companies. Broadcom shall serve such agency role solely to facilitate the payment of those monthly premiums to the applicable insurance companies and shall not be responsible or liable for any loss of coverage you may incur under such plans by reason of (i) your failure to make the required monthly premium payments to Broadcom on a timely basis so as to allow their transmittal to such insurance companies by the applicable due dates (including any applicable grace periods) or (ii) the failure of the insurance companies to make such post-employment coverage available under their applicable plans.

     (4) Additional Payments. Broadcom shall, to the extent applicable, pay you the following amounts, provided you satisfy the Release Condition:

          (i) any cash bonus that was not vested on your Date of Termination because a requirement of continued employment had not yet been satisfied by you, but with respect to which the applicable performance goal or goals had been fully attained as of your Date of Termination (for the avoidance of doubt, a bonus shall be payable under this clause only to the extent that any performance criteria with respect to such bonus had been satisfied during the applicable performance period), and

          (ii) provided you were employed for the entire plan year immediately preceding your Date of Termination and discretionary bonuses are payable for that plan year to similarly-situated Broadcom executives whose employment has not terminated, any discretionary bonus the Compensation Committee may decide to award you for that plan year on the basis of your individual performance and contributions during that plan year.

     Any bonus payment to which you become entitled under clause (i) of this Section (4) shall be paid to you at the same time you are paid your first Cash Severance installment under Section (1), after taking into account any required deferral under Section (8) and, provided further, that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall also be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement. Any bonus payment to which you may become entitled under clause (ii) of this Section (4) shall also be paid to you at the same time or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8).

     The amounts set forth in Sections (5) and (6) below shall be referred to collectively as the “Accrued Obligations” and shall not be subject to your delivery of the Required Release or your compliance with the restrictive covenants set forth in Section (9).

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     (5) Accrued Salary, Expenses and Bonus. On your Date of Termination, Broadcom shall pay you (i) any earned but unpaid base salary through that date based on the rate in effect at the time the Notice of Termination is given, (ii) any unreimbursed business expenses incurred by you, and (iii) any cash bonus that had been fully earned and vested (i.e., for which the applicable performance period and any service requirements for vesting had been fully completed) on or before the Date of Termination, but which had not been paid as of the Date of Termination (for the avoidance of doubt, any such bonus shall be payable only to the extent the applicable performance criteria had been satisfied during the applicable performance period and if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement). However, any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs or arrangements subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below.

     (6) Vacation and Deferred Compensation. Broadcom shall, upon your Date of Termination, pay you an amount equal to your accrued but unpaid vacation pay, if any (based on your then-current rate of base salary). Any vested amounts deferred by you under one or more Broadcom non-qualified deferred compensation programs subject to Section 409A that remain unpaid on your Date of Termination shall be paid at such time and in such manner as set forth in each applicable plan or agreement governing the payment of those deferred amounts, subject, however, to the deferred payment provisions of Section (8) below. Any other vested amounts owed to you under any other compensation plans or programs will be paid to you in accordance with the terms and provisions of each such applicable plan or program.

     (7) Other Benefits. To the extent not theretofore paid or provided, Broadcom shall timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan, program, policy, practice, contract, agreement, etc. of Broadcom and its affiliated companies, including (without limitation) any benefits payable to you under a plan, policy, practice, contract or agreement referred to in Section 10 of the Appendix (all such other amounts and benefits being hereinafter referred to as “Other Benefits”), in accordance with the terms of such plan, program, policy, practice, contract or agreement. However, the payment of such Other Benefits shall be subject to any applicable deferral period under Section (8) below to the extent such benefits constitute items of deferred compensation subject to Section 409A.

          Notwithstanding the foregoing provisions of this Section (7), in no event shall you be allowed to participate in the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, or the 401(k) Employee Savings Plan following your Date of Termination or to receive any substitute benefits hereunder in replacement

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of those particular benefits, but you shall be entitled to the full value of any benefits accrued under such plans prior to your Date of Termination.

     (8) Delay in Payment for Certain Specified Employees. The following special provisions shall govern the commencement date of certain payments and benefits to which you may become entitled under the Program:

          (i). Notwithstanding any provision in this New Agreement to the contrary other than Subsection (8)(ii) below, no payment or benefit under the Program that constitutes an item of deferred compensation under Section 409A and becomes payable in connection with your Separation from Service will be made to you prior to the earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service or (ii) the date of your death, if you are deemed to be a Specified Employee at the time of such Separation from Service and such delayed commencement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Any cash amounts to be so deferred shall immediately upon your Separation from Service be deposited by Broadcom into a grantor trust that satisfies the requirements of Revenue Procedure 92-64 and that will accordingly serve as the funding source for Broadcom to satisfy its obligations to you with respect to the heldback amounts upon the expiration of the required deferral period, provided, however, that the funds deposited into such trust shall at all times remain subject to the claims of Broadcom’s creditors and shall be maintained and located at all times in the United States. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Subsection (8)(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum, either from the grantor trust or by Broadcom directly, on the first day of the seventh (7th) month after the date of your Separation from Service or, if earlier, the first day of the month immediately following the date Broadcom receives proof of your death. Any remaining payments due under the Program will be paid in accordance with the normal payment dates specified herein.

          (ii). It is the intent of the parties that the provisions of this New Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this New Agreement would otherwise contravene the applicable requirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A and the applicable Treasury Regulations thereunder.

     (9) Restrictive Covenants. You hereby acknowledge that your right and entitlement to the severance benefits specified in Sections (1), (2)(ii) and (10) of this New Agreement are, in addition to your satisfaction of the Release Condition, also subject to your compliance with each of the following covenants during the one (1) year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be reduced in accordance herewith should you breach any of the following covenants:

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          (i). You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors.

          (ii). You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

          (iii). You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise.

          (iv). You shall not, directly or indirectly, make any adverse, derogatory or disparaging statements, whether orally or in writing, to any person or entity regarding (i) Broadcom, any members of the Board of Directors (the “Board”) or any officers, members of management or shareholders of Broadcom or (ii) any practices, procedures or business operations of Broadcom (or any affiliated company).

     Should you breach any of the restrictive covenants set forth in this Section (9), then you shall immediately cease to be entitled to any Gross-Up Payment under Section (10) below or any Cash Severance Payments pursuant to Section (1) in excess of the greater of (i) 0.5 times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to Subsection 3(ii) of the attached Appendix due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or (ii) the actual Cash Severance Payments you have received through the date of such breach. In addition, all Additional Monthly Vesting of any stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach shall cease as of the month in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may,

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to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

     (10) Tax Gross-Up Payment.

          (i). In the event that (A) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a parachute payment under Section 280G of the Code (collectively, the “Parachute Payment”) subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties related to such excise tax (with such excise tax and related interest and penalties to be collectively referred to as the “Excise Tax”) and (B) it is determined by an independent registered public accounting firm selected by Broadcom from among the largest four accounting firms in the United States (the “Accounting Firm”) that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment exceeds one hundred twenty percent (120%) of your Permissible Parachute Amount, then you will be entitled to receive from Broadcom an additional payment (the “Gross-Up Payment”) in a dollar amount such that after your payment of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, you retain a net amount equal to the Excise Tax imposed upon your aggregate Parachute Payment. Notwithstanding the foregoing, you shall not be entitled to any Gross-Up Payment unless there is compliance with each of the Severance Benefit Requirements set forth above.

          For purposes of determining your eligibility for such Gross-Up Payment, the following definitions will be in effect:

          “Present Value” means the value, determined as of the date of the Change in Control, of each payment or benefit in the nature of compensation to which you become entitled in connection with the Change in Control or your subsequent termination of employment with Broadcom that constitutes a Parachute Payment. The Present Value of each such payment or benefit shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

          “Permissible Parachute Amount” means a dollar amount equal to the 2.99 times the average of your W-2 wages from Broadcom for the five (5) calendar years (or such fewer number of calendar years) completed immediately prior to the calendar year in which the Change in Control is effected.

          Should the aggregate Present Value (measured as of the Change in Control) of your aggregate Parachute Payment not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount, then no Gross-Up Payment will be made to you, and your payments and benefits under this New Agreement shall instead be subject to reduction in accordance with the benefit limitation provisions of Section (11).

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          (ii). All determinations as to whether any of the payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom constitute a Parachute Payment, whether a Gross-Up Payment is required with respect to any Parachute Payment, the amount of such Gross-Up Payment, and any other amounts relevant to the calculation of such Gross-Up Payment, will be made by the Accounting Firm. Such Accounting Firm will make the applicable determinations (the “Gross-Up Determination”), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross-Up Payment and any other relevant matter, within thirty (30) days after the date of your Separation from Service. In making the Gross-Up Determination, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9), and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. The Gross-Up Determination made by the Accounting Firm will be binding upon both you and Broadcom. The Gross-Up Payment (if any) determined on the basis of the Gross-Up Determination shall be paid to you or on your behalf within ten (10) business days after the completion of such Determination or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.

          (iii). In the event that your actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of any Gross-Up Payment or Payments initially made to you pursuant to the provisions of Subsection (10)(ii), then within thirty (30) days following that Final Determination, you shall notify Broadcom of such determination, and the Accounting Firm shall, within thirty (30) days thereafter, make a new Excise Tax calculation based upon that Final Determination and provide both you and Broadcom with the supporting calculations for any supplemental Gross-Up Payment attributable to that excess Excise Tax liability. Broadcom shall make the supplemental Gross-Up payment to you within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that your actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of any Gross-Up Payment initially made to you pursuant to the provisions of Subsection (10)(ii), then you shall refund to Broadcom, promptly upon receipt (but in no event later than ten (10) business days after such receipt), any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this Subsection (10)(iii), a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (A) agreed to by both you and Broadcom or (B) sustained by a court of competent jurisdiction in a decision with which both you and Broadcom concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.

          (iv). Should the Accounting Firm determine that any Gross-Up Payment made to you was in fact more than the amount actually required to be paid to you in accordance with the provisions of Subsection (10)(ii), then you will, at the direction and expense of Broadcom, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures

10

established by, Broadcom, and otherwise reasonably cooperate with Broadcom to correct such overpayment. Furthermore, should Broadcom decide to contest any assessment by the Internal Revenue Service of an Excise Tax on one or more payments or benefits provided you under this New Agreement or otherwise, you will comply with all reasonable actions requested by Broadcom in connection with such proceedings, but shall not be required to incur any out-of-pocket costs in so doing.

          (v). Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this Section (10) shall be subject to the hold-back provisions of Section (8). In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which the related taxes are remitted to the appropriate tax authorities or such other specified time or schedule that may be permitted under Section 409A of the Code. To the extent you become entitled to any reimbursement of expenses incurred at the direction of Broadcom in connection with any tax audit or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (A) the close of the calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by you or (B) the end of the sixty (60)-day period measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to you no later than the later of (A) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation or (B) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or resolved.

     (11) Benefit Limitation. The provisions of this Section (11) shall be applicable in the event (i) any payments or benefits to which you become entitled in accordance with the provisions of this New Agreement or any other agreement with Broadcom would otherwise constitute a Parachute Payment that is subject to the Excise Tax and (ii) it is determined by the Accounting Firm that the Present Value (measured as of effective date of the Change in Control) of your aggregate Parachute Payment does not exceed one hundred twenty percent (120%) of your Permissible Parachute Amount or you are not otherwise entitled to the Gross-Up Payment by reason of your failure to comply with your restrictive covenants under Section (9) or any other of your Severance Benefit Requirements.

     In such event, those payments and benefits will be subject to reduction to the extent necessary to assure that you receive only the greater of (i) your Permissible Parachute Amount or (ii) the amount which yields you the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to you under this New Agreement (or on any other benefits to which you may be entitled in connection with a change in control or ownership of Broadcom or the subsequent termination of your employment with Broadcom). To the extent any such reduction is required, the dollar amount of your Cash Severance under Section (1) of this New Agreement will be reduced first, with such reduction to be effected pro-rata as to each payment, then the dollar amount of your Lump Sum Health Care and Insurance Benefit Payments shall each be reduced pro-rata, next the number of options or other equity awards that are to vest on an accelerated basis

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pursuant to Section (2) of this New Agreement shall be reduced (based on the value of the parachute payment resulting from such acceleration) in the same chronological order in which awarded, and finally your remaining benefits will be reduced in a manner that will not result in any impermissible deferral or acceleration of benefits under Section 409A.

     Notwithstanding the foregoing, in determining whether the benefit limitation of this Section (11) is exceeded, the Accounting Firm shall make a reasonable determination of the value of the restrictive covenants to which you will be subject under Section (9) of this New Agreement, and the amount of your potential Parachute Payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder.

     (12) Other Terminations. If your employment is terminated during the Term for Cause or you terminate your employment during the Term without Good Reason, your participation in the Program shall terminate without any further obligations of Broadcom to you or your legal representatives under the Program, other than for timely payment of the Accrued Obligations owed you and the payment or provision of any Other Benefits to which you are entitled. However, in the event your employment is terminated during the Term by reason of your death or Disability, then Broadcom shall pay you the Accrued Obligations and

     (i) Broadcom shall also pay the bonuses described in Section (4) above, if any, to you or your legal representative, with the payment under paragraph (i) of such subsection to be made within sixty (60) days after the date of your Separation from Service due to death or Disability, subject to any required holdback under Section (8) and provided further that if such bonus is intended to qualify as “performance-based compensation” under Code Section 162(m), such payment shall be subject to an appropriate present value discount reasonably reflecting the time value of money, in accordance with the Treasury Regulations under Code Section 162(m), to the extent such payment is in fact made earlier than the scheduled payment date for that bonus under the applicable Broadcom bonus plan or arrangement, and with the payment of any bonus due you under paragraph (ii) of Section (4) to be made at the same time as the foregoing payment or (if later) the tenth business day following the date the Compensation Committee awards you such discretionary bonus, subject to any required deferral under Section (8); and

     (ii) notwithstanding any less favorable terms in any stock option or other equity award agreement or plan or this Program, any unvested portion of any stock options, restricted stock units or other equity awards granted to you by Broadcom, whether before or after the date of this New Agreement, shall immediately vest in full on your Date of Termination and all such awards shall remain exercisable, as applicable, by you or your legal representative for 12 months after the Date of Termination (or, if earlier, until the stated expiration of such award).

     The shares of Broadcom Class A common stock subject to any restricted stock unit award that vests on an accelerated basis in accordance with the foregoing shall be issued within the sixty (60) day period measured from the date of your Separation from

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Service due to your death or Disability, but in no event later than the next regularly-scheduled share issuance date for that restricted stock unit award date (currently, the 5th day of February, May, August and November each year) following the date of your Separation from Service, unless subject to further deferral pursuant to the provisions of Section (8) above.

     (13) Scope of Coverage. The provisions of this New Agreement apply only (i) in the event of a Change of Control followed by a subsequent termination of your employment by Broadcom without Cause or by you for Good Reason within twenty-four (24) months thereafter or, with respect to the benefits set forth in Section (12) above, (ii) in the event of your death or Disability. Notwithstanding Section 10 of the Appendix, if you become entitled to receive payments under this Program, then you shall not be eligible to receive severance, termination or comparable benefits under any other plan or program of Broadcom or its affiliates, including without limitation, under the Broadcom Corporation Severance Benefit Plan for Vice Presidents and Above (or any successor plan thereto). In all other events where your employment is terminated, Broadcom’s normal severance policies will apply.

          Except as otherwise expressly provided herein, this New Agreement supersedes and replaces your 2009 Letter Agreement, and your 2009 Letter Agreement shall no longer have any force or effect.

          To acknowledge your continued participation in the Program pursuant to the terms and provisions of this New Agreement and the attached Appendix and your understanding of its terms and conditions, please sign, date and return the enclosed copy of this New Agreement.

Broadcom Corporation

By: /s/ Scott A. McGregor

Scott A. McGregor
President and Chief Executive Officer

ACCEPTANCE

          I hereby accept all of the terms and conditions of the New Agreement, including the revised Appendix thereto, and agree to be bound by all those terms and conditions.

/s/ Robert L. Tirva

Robert L. Tirva

Dated: August 20, 2010

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APPENDIX
to
CHANGE IN CONTROL SEVERANCE PROGRAM

     This appendix sets forth terms and conditions of the special change in control severance benefit program (“Program”) of Broadcom Corporation (together with any successor thereto, “Broadcom”) applicable to certain key executives. This Appendix is to be construed in conjunction with, and is made a part of, the New Agreement evidencing your continued participation in the Program. Eligibility for the Program is limited to executives who execute the New Agreement evidencing their eligibility. Defined terms apply both to the New Agreement and this Appendix.

          1. Change of Control. For purposes of the Program, a “Change of Control” shall mean a change in ownership or control of Broadcom effected through any of the following transactions:

     (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

     (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

     (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of Securities Exchange Act of 1934, as amended (the “1934 Act”), other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction involves a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

     (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be

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comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

          2. Cause. Broadcom may terminate your employment with or without Cause. As used herein, “Cause” shall mean the reasonable and good faith determination by a majority of the Board that any of the following events or contingencies exists or has occurred:

     (i) You materially breached a fiduciary duty to Broadcom, materially breached a material term of the Confidentiality and Invention Assignment Agreement between you and Broadcom or materially breached any material provision or policy set forth in Broadcom’s Code of Ethics and Corporate Conduct;

     (ii) You are convicted of a felony or misdemeanor that involves fraud, dishonesty, theft, embezzlement, and/or an act of violence or moral turpitude, or plead guilty or no contest (or a similar plea) to any such felony or misdemeanor;

     (iii) You engage in any act, or there is any omission on your part, that constitutes fraud, material negligence or material misconduct in connection with your employment by Broadcom, including (but not limited to) a material violation of applicable material state or federal securities laws. Notwithstanding the foregoing, an isolated or occasional failure to file or late filing of a report required under the 1934 Act shall not be deemed a material violation for purposes of this Subsection 2(iii). Furthermore, with respect to filing reports or certifications you are required to provide under the 1934 Act, with respect to a transaction’s compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended or with respect to the implementation of your 10b5-1 Plan, you shall not have committed a material violation for purposes of this Subsection 2(iii) if the violation occurred because you relied in good faith on a certification or certifications provided by Broadcom or an authorized employee or agent of Broadcom, unless you knew or should have known after reasonable diligence that such certification was inaccurate, or upon the processes or actions of the securities brokerage firm handling your transactions in Broadcom equities provided that you have used a nationally recognized securities brokerage firm with substantial prior experience in and established regular procedures for handling option and equity transactions by executive officers of public companies in the United States; or;

     (iv) You willfully and knowingly participate in the preparation or release of false or materially misleading financial statements relating to Broadcom’s operations and financial condition or you willfully and knowingly submit any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of Broadcom’s Class A common stock are at the time listed for trading.

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     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Cause under the Program and this revised Appendix.

     No termination that is based exclusively upon your commission or alleged commission of act(s) or omission(s) that are asserted to constitute material negligence shall constitute Cause hereunder unless you have been afforded notice of the alleged acts or omissions and have failed to cure such acts or omissions within thirty (30) days after receipt of such notice.

     If, following the receipt of a Notice of Termination stating that your termination is for Cause, you believe that Cause does not exist, you may, by written notice delivered to the Board within three business (3) days after receipt of such Notice of Termination, request that your Date of Termination be delayed to permit you to appeal the Board’s determination that Cause for such termination existed. If you so request, you will be placed on administrative leave for a period determined by the Board (not to exceed 30 days), during which you will be afforded an opportunity to request that the Board reconsider its decision concerning your termination. If the Board or an appropriate committee thereof has not previously provided you with an opportunity to be heard in person concerning the reasons for termination stated in the Notice of Termination, the Board will endeavor in good faith to provide you with such an opportunity during such period of administrative leave. It is understood and agreed that any change in your employment status that occurs in connection with or as a result of such an administrative leave shall not constitute Good Reason. The Board may, as a result of such a request for reconsideration, reinstate your employment, revise the original Notice of Termination, or affirm the original Notice of Termination. If the Board affirms the original Notice of Termination or the period of administrative leave ends before the Board takes action, the Date of Termination shall be the date specified in the original Notice of Termination. If the Board reinstates your employment or revises the original Notice of Termination, then the original Notice of Termination shall be void and neither its delivery nor its contents shall be deemed to constitute Good Reason.

          3. Good Reason. You may terminate your employment for Good Reason at any time within the twenty-four (24)-month period measured from the effective date of a Change in Control that occurs during the Term. For purposes of the Program, “Good Reason” shall mean:

     (i) except as you may otherwise agree in writing, a change in your position (including status, offices, titles and reporting requirements) with Broadcom that materially reduces your authority, duties or responsibilities as in effect on the date of the New Agreement, or any other action by Broadcom that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and that is remedied by Broadcom reasonably promptly after Broadcom receives your notice thereof;

     (ii) a more than fifteen percent (15%) reduction by Broadcom in your base salary as in effect on the date of the New Agreement or as the same may be increased from time-to-time during the Term;

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     (iii) any action by Broadcom (including the elimination of benefit plans without providing substitutes therefor or the reduction of your benefit thereunder) that would materially diminish the aggregate value of your bonuses and other cash

incentive awards from the levels in effect on the date of the New Agreement by more than fifteen percent (15%) in the aggregate; provided, however, that (i) a reduction in your bonuses or cash incentive awards that is part of a broad-based reduction in corresponding bonuses or awards for management employees and pursuant to which your bonuses or awards s are not reduced by a greater percentage than the reductions applicable to other management employees and (ii) a reduction in your bonuses and other cash incentive awards occurring as a result of your failure or Broadcom’s failure to satisfy performance criteria applicable to such bonuses or awards shall not constitute Good Reason;

     (iv) Broadcom’s requiring you to be based at any office or other business location that increases the distance from your home to such office or location by more than fifty (50) miles from the distance in effect on the date of the New Agreement;

     (v) any purported termination by Broadcom of your employment other than pursuant to a Notice of Termination (for avoidance of doubt, the delivery or contents of a Notice of Termination that is revised or voided under the procedure provided in the definition of Cause above shall not constitute Good Reason); or

     (vi) any failure by Broadcom to comply with and satisfy Section 12 of this Appendix after receipt of written notice from you of such failure and a reasonable cure period of not less than thirty (30) days.

     The foregoing shall constitute an exclusive list of the events or contingencies that may constitute Good Reason under the Program and this revised Appendix.

     Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that causes Broadcom to fail to comply with Subsections 3(ii) or 3(iii) and that is cured within ten (10) days of your notifying Broadcom of such action or inaction shall not constitute Good Reason. Furthermore, no act, occurrence or condition set forth in this Section 3 shall constitute Good Reason if you consent in writing to such act, occurrence or condition, whether such consent is delivered before or after the act, occurrence or condition comes to pass.

          4. Death. Your employment shall terminate automatically upon your death.

          5. Disability. If your Disability occurs during the Term and no reasonable accommodation is available to permit you to continue to perform the essential duties and responsibilities of your position, Broadcom may give you written notice of its intention to terminate your employment. In such event, your employment with Broadcom shall terminate effective on the 30th day after you receive such notice (the “Disability Effective Date”), unless you resume the performance of your duties within thirty (30) days after receipt of such notice. For purposes of the Program, “Disability” shall mean your absence from and inability to perform your duties with Broadcom on a full-time basis for one hundred eighty (180) consecutive

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business days as a result of incapacity due to mental or physical illness that is (i) determined to be total and permanent by two (2) physicians selected by Broadcom or its insurers and reasonably acceptable to you or your legal representative and (ii) to the extent you are eligible to participate in Broadcom’s long-term disability plan, entitles you to the payment of long-term disability benefits from Broadcom’s long-term disability plan commencing immediately on the Disability Effective Date.

          6. Notice of Termination. For purposes of the Program, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision relied upon for the termination of your employment, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (with such date to be not more than thirty (30) days after the giving of such notice). The basis for termination set forth in any Notice of Termination shall constitute the exclusive set of facts and circumstances upon which the party may rely to attempt to demonstrate that Cause or Good Reason (as the case may be) for such termination existed.

          7. Date of Termination. “Date of Termination” means (i) if your employment is terminated by Broadcom or by you for any reason other than death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (subject to the limitations set forth above in the definition of Notice of Termination), as the case may be, and (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be.

          8. Separation from Service. For purposes of the Program, “Separation from Service” means a “separation from service” from Broadcom (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)).

          9. Specified Employee. For purposes of the Program, “Specified Employee” means a “specified employee” within the meaning of Code Section 409A.

          10. Non-exclusivity of Rights. Except as provided in Section 13 of the New Agreement, nothing in the Program shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by Broadcom or any of its affiliated companies during your period of employment with Broadcom and for which you may qualify, nor, subject to Section (2) of the New Agreement, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement with Broadcom or any of its affiliated companies. Amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Broadcom or any of its affiliated companies on or subsequent to your Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by the Program.

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          11. Full Settlement.

          (i) Except as specifically set forth in this Appendix or the accompanying New Agreement, Broadcom’s obligation to make the payments provided for in the Program and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Broadcom may have against you or others, except only for any advances made to you or for taxes that Broadcom is required to withhold by law. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of the Program, and such amounts shall not be reduced whether or not you obtain other employment.

          (ii) You will not become eligible to receive any of the payments and benefits provided under Sections 1, 2, 3, and 4 and Section 10 of the Program unless you execute and deliver to Broadcom, within twenty one (21) days after your Date of Termination (or within forty-five (45) days after such Date of Termination, to the extent such longer period is required under applicable law), a general release in a form acceptable to Broadcom (the “Required Release”) that (i) releases Broadcom and its subsidiaries, officers, directors, employees, and agents from all claims you may have relating to your employment with Broadcom and the termination of that employment, other than claims relating to any benefits to which you become entitled under the Program, and (ii) becomes effective in accordance with applicable law upon the expiration of any applicable revocation period.

     12. Successors.

          (i) The Program is personal to you and shall not be assignable by you otherwise than by will or the laws of descent and distribution. The Program shall inure to the benefit of and be enforceable by your legal representatives.

          (ii) The Program shall inure to the benefit of and be binding upon Broadcom and its successors and assigns.

          (iii) Broadcom will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Broadcom to assume expressly and agree to perform its obligations under the Program in the same manner and to the same extent that Broadcom would be required to perform those obligations if no such succession had taken place. As used in the Program, “Broadcom” shall include any successor to its business and/or assets as aforesaid that assumes and agrees to perform the obligations created by the Program by operation of law or otherwise.

          13. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND BROADCOM ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THE NEW AGREEMENT (OR THE 2009 LETTER AGREEMENT) OR THE BENEFITS PROVIDED UNDER THE PROGRAM AS

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SET FORTH HEREIN OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THE NEW AGREEMENT (OR THE 2009 LETTER AGREEMENT) SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH YOU ARE (OR HAVE MOST RECENTLY BEEN) EMPLOYED BY BROADCOM (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, INCLUDING, BUT NOT LIMITED TO, EXPENSES AND REASONABLE ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY BROADCOM. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

     14. Governing Law. The laws of California shall govern the validity and interpretation of the Program, without resort to that State’s rules governing conflicts of laws.

     15. Captions. The captions of this Appendix are not part of the provisions of the Program and shall have no force or effect.

     16. Amendment. The Program may not be amended or modified with respect to you other than by a written agreement executed by you and Broadcom or your and its respective successors and legal representatives.

     17. Notices. All notices and other communications under the New Agreement shall be in writing and shall be given by hand delivery to the other party, by overnight courier or

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by registered or certified mail, return receipt requested, postage prepaid, addressed (if to you) at the address you last provided in writing to Broadcom, and if to Broadcom, as follows:

Broadcom Corporation
5300 California Avenue
Irvine, California 92617
Attention: Chief Executive Officer

          Notice and communications shall be effective when actually received by the addressee. Neither your failure to give any notice required by the Program, nor defects or errors in any notice given by you, shall relieve Broadcom of any corresponding obligation under the Program unless, and only to the extent that, Broadcom is actually and materially prejudiced thereby.

          18. Severability. If any provision of the New Agreement or this revised Appendix as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court or determined by the arbitrator, the application of any other provision of the New Agreement or this revised Appendix, or the enforceability or invalidity of the New Agreement or revised Appendix as a whole. Should any provision of the New Agreement or the revised Appendix become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of the New Agreement or the revised Appendix, as the case may be, shall continue in full force and effect.

          19. Withholding Taxes. Broadcom shall withhold from any amounts payable under the Program all Federal, state, local or foreign taxes required to be withheld pursuant to any applicable law or regulation.

          20. No Waiver. Your failure or Broadcom’s failure to insist upon strict compliance with any provision hereof or any other provision of the Program or the failure to assert any right you or Broadcom may have hereunder, including, without limitation, your right to terminate employment for Good Reason, shall not be deemed to be a waiver of the application of such provision or right with respect to any subsequent event or the waiver of any other provision or right of the Program.

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EX-31

EXHIBIT 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott A. McGregor, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Broadcom Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Scott A. McGregor  

Scott A. McGregor 

President and Chief Executive Officer
(Principal Executive Officer) 

Date: October 26, 2010

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric K. Brandt, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Broadcom Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Eric K. Brandt  

Eric K. Brandt 

Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) 

Date: October 26, 2010

EX-32

EXHIBIT 32

     The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” to the SEC rather than “filed” either as part of the Report or as a separate disclosure statement, and are not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Certification of Chief Executive Officer

     Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Broadcom Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

     (i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott A. McGregor  

Scott A. McGregor 

Chief Executive Officer 

Date: October 26, 2010

Certification of Chief Financial Officer

     Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Broadcom Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

     (i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eric K. Brandt  

Eric K. Brandt 

Chief Financial Officer 

Date: October 26, 2010