6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For January 31, 2007
Commission File Number: 333-137664

Avago Technologies Finance Pte. Ltd.

(Translation of registrant’s name into English)

Republic of Singapore

(Jurisdiction of incorporation or organization)

1 Yishun Avenue 7
Singapore 768923
Tel: (65) 6755-7888

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
þ Form 20-F       o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
o Yes       þ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 10.2

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 31, 2007, Avago Technologies Limited (“Parent”), the parent company of Avago Technologies Finance Pte. Ltd. (the “Company”), entered into a separation agreement with Dick Chang. While Mr. Chang is no longer an employee of Parent, Mr. Chang remains the Chairman of the Board of Directors of Parent as well as the Company. Under the separation agreement, Mr. Chang did not exercise and allowed to expire options to purchase 1,350,000 shares of Parent’s ordinary shares granted December 1, 2005. The separation agreement also provides that Mr. Chang will receive in-the-money new options to purchase an aggregate of 1,033,332 ordinary shares of Parent under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Executive Plan”), at exercise prices consistent with the expired options which are below the current fair market value of the ordinary shares as determined by the Board of Directors of Parent. Options to purchase 483,332 ordinary shares will vest upon the approval of the amendment and restatement of the Executive Plan by Parent’s shareholders; the balance will vest pro-rata annually over four years subject to Mr. Chang’s continued service on Parent’s Board of Directors. The options automatically exercise upon the earliest of the termination of Mr. Chang’s service on Parent’s Board of Directors, a change in control of Parent or the fifth anniversary of the date of grant. The options are automatically cancelled, and Mr. Chang becomes entitled to a cash payment in an amount of $1,715,329, if Parent’s shareholders do not approve the amendment and restatement of the Executive Plan, a description of which is provided below, prior to June 30, 2007.

The description of the separation agreement with Mr. Chang is qualified in its entirety by reference to the copy of the separation agreement filed as Exhibit 10.1 hereof and incorporated by reference herein.

On January 25, 2007 Parent’s Board of Directors approved the amendment and restatement of the Executive Plan, subject to shareholder approval. The amendment and restatement of the Executive Plan provides that non-employee members of Parent’s Board of Directors may participate in the Executive Plan and that options and share purchase rights granted under the Executive Plan may have an exercise or purchase price determined by the administrator (the Board of Directors or the Compensation Committee of Parent) of the Executive Plan, in its sole discretion.

The description of the amendment and restatement of the Executive Plan is qualified in its entirety by reference to the copy of the Executive Plan, as amended and restated, filed as Exhibit 10.2 hereof and incorporated by reference herein.

Financial Statements and Exhibits.

          (d)       Exhibits.

Exhibit No.	Description
10.1	Separation Agreement, dated as of January 31, 2007, between Avago Technologies Limited and Dick Chang
10.2	Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries

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SIGNATURE

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.

Date: February 6, 2007

Avago Technologies Finance Pte. Ltd.
By:	/s/ Rex S. Jackson
Name:	Rex S. Jackson
Title:	Senior Vice President, General Counsel

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INDEX TO EXHIBITS FILED WITH
THE REPORT ON FORM 6-K DATED JANUARY 31, 2007

Exhibit No.	Description
10.1	Separation Agreement, dated as of January 31, 2007, between Avago Technologies Limited and Dick Chang
10.2	Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries

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EX-10.1

Exhibit 10.1

     SEPARATION AGREEMENT

     This Separation Agreement (the “Agreement”) is effective as of January 31, 2007, by and between Dick Chang (“Executive”) and Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), with reference to the following facts:

          A.      Executive’s status as an employee and/or officer of Avago Technologies U.S. Inc., a subsidiary of the Company (“Avago U.S.”), the Company and any subsidiary or other affiliate of the Company terminated effective on October 31, 2006. Executive continues to serve as a member of the Company’s board of directors.

          B.      Executive and the Company desire to resolve all matters pertaining to Executive’s full-time employment relationship amicably.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

          1.      Termination Date. Executive agrees that his status as an employee and/or officer of Avago U.S., the Company and any subsidiary or other affiliate of the Company terminated on October 31, 2006 (the “Termination Date”). Following the Termination Date, Executive has served and shall continue to serve as a non-employee member of the Company’s board of directors.

          2.      Payments and Benefits. The Company hereby agrees, subject to the execution, and, as applicable, the non-revocation, of this Agreement by both parties to provide Executive payments and benefits as follows:

        (a)      Termination Payments. Executive acknowledges that on the Termination Date, Avago U.S. paid to Executive any accrued but unpaid Base Salary and Flexible Time Off in accordance with Avago U.S.’s normal termination pay procedures.

        (b)      Director Fees. For so long as Executive shall serve as a non-employee member of the Company’s board of directors, he shall receive director fees at the rate then in effect, currently $50,000 per annum, prorated for any partial period. Executive hereby acknowledges that following the Termination Date, he has not been and shall not be an employee of the Company and that he and not the Company has been and shall be responsible for any income tax liability that has arisen or will arise as a result of the payment of such director fees.

        (c)      Target Bonus. Executive acknowledges that on or about December 21, 2006, Avago U.S. paid to Executive any and all bonuses due Executive for his service in fiscal year 2006 or otherwise.

        (d)      Healthcare. Executive acknowledges that Avago U.S. provided Executive a form whereby he could elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

        (e)      Equity.

     (i)      The Company and Executive acknowledge that subject to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies

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Limited and Subsidiaries, as amended from time to time (the “Equity Incentive Plan”), Executive has been granted options to purchase an aggregate of 1,350,000 ordinary shares of the Company in the amounts and with the exercise prices set forth on Exhibit A (the “Current Options”). The Company and Executive agree that Executive shall not exercise any Current Options and that all Current Options shall terminate unexercised pursuant to such Current Options terms on the 90^th day following the Termination Date.

     (ii)      Subject to Executive’s fulfillment of his obligations pursuant to subparagraph (i), as soon as administratively practicable following Executive’s execution and, as applicable, non-revocation of this Agreement, the Company shall grant to Executive options to purchase 1,033,332 ordinary shares of the Company pursuant to the Equity Incentive Plan in the amounts and with the exercise prices and vesting schedules set forth on Exhibit B (the “New Options”). All then vested New Options shall automatically be exercised upon the earliest to occur of (A) a change in control of the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury proposed and final regulations promulgated thereunder), (B) a termination of Executive’s service as a member of the Company’s board of directors for any reason or no reason, or (C) immediately prior to the fifth anniversary of the date of grant of such New Options.

     (iii)      Notwithstanding anything in subparagraph (ii) to the contrary and subject to Executive’s fulfillment of his obligations pursuant to subparagraph (i), if as of June 30, 2007 the Company’s shareholders have not approved a plan or agreement necessary for the New Options to begin to vest and become exercisable, the Company shall cause Avago U.S. to pay to Executive as soon as practicable thereafter a cash lump sum of $1,715,329. Upon such payment the New Options shall be automatically terminated.

        (f)      Bonus and Other Compensation Arrangements. The Company and Executive acknowledge and agree that Executive will not be eligible to receive any bonus compensation or any other award under any Company bonus, equity or other compensation plan except as set forth herein.

        (g)      Taxes. Executive understands and agrees that all payments and benefits under this Agreement will be subject to appropriate tax withholding and other deductions, as and to the extent required by law. To the extent any taxes may be payable by the Executive for the benefits provided to him by this Agreement beyond those withheld by the Company, the Executive agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by him to make required payments.

        (h)      Sole Benefit. Executive agrees that the payments and benefits provided by this Agreement are not required under the Company’s normal policies and procedures and are provided solely in connection with this Agreement. Executive further acknowledges and agrees that the payments and benefits referenced in this Agreement constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement.

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          3.      Full Payment; Termination of Employment Agreement; Survival. Executive acknowledges that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company and any subsidiary or affiliate thereof, and the termination thereof.

          4.      General Release. As a material inducement for the Company to enter into this Agreement, and in exchange for the performance of the Company’s obligations under this Agreement provided for herein, Executive knowingly and voluntarily waives and releases all rights and claims, known and unknown, which Executive may have against the Company and/or any of the Company’s related or affiliated entities or successors, or any of their current or former officers, directors, managers, employees, agents, insurance carriers, auditors, accountants, attorneys or representatives, including any and all charges, complaints, claims, liabilities, obligations, promises, agreements, contracts, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any kind. This includes, but is not limited to, claims for employment discrimination, harassment, wrongful termination, constructive termination, violation of public policy, breach of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent misrepresentation, emotional distress, defamation, or any other claims relating to Executive’s relationship with the Company. This also includes a release of any claims under any federal, state or local laws or regulations, including, but not limited to: (1) Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e) et seq. (race, color, religion, sex, and national origin discrimination); (2) the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (the “ADEA”) (age discrimination); (3) Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. 1981 (race discrimination); (4) the Equal Pay Act of 1963, 29 U.S.C. § 206 (equal pay); (5) the Fair Labor Standards Act, 29 U.S.C. § 201, et seq. (wage and hour matters, including overtime pay); (6) COBRA; (7) Executive Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq. (disability discrimination); (9) the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (employee benefits); (10) Title I of the Americans with Disabilities Act (disability discrimination); and (11) any applicable state law counterpart of any of the foregoing, including the California Fair Employment and Housing Act, the California Family Rights Act, claims for wages under the California Labor Code. Notwithstanding the generality of the foregoing, Executive does not release (i) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA; (iii) claims to any benefit entitlements vested as of the date of separation of his employment, pursuant to written terms of any employee benefit plan of the Company or its subsidiaries; (iv) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment; and (v) Executive’s right under applicable law and the Company’s D&O policy to seek indemnity for acts committed, or omissions, within the course and scope of the Executive’s employment duties. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY H IM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. The matters that are the subject of the releases referred to in this Paragraph 4 of this Agreement shall be referred to collectively as the “Released Matters.”

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          5.      OWBPA Notice. In accordance with the Older Workers Benefit Protection Act of 1990, Executive agrees and expressly acknowledge that Executive is aware that this Agreement includes a waiver and release of all claims which Executive has or may have had under the ADEA. The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Agreement:

        (a)      This paragraph, and this Agreement are written in a manner calculated to be understood by Executive.

        (b)      The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.

        (c)      This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.

        (d)      Executive has been advised to consult an attorney before signing this Agreement.

        (e)      Executive has been granted twenty-one (21) days after Executive was presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

        (f)      Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive any of its benefits.

If Executive wishes to revoke this agreement, Executive must deliver written notice stating the intent to revoke this Agreement to General Counsel, 350 West Trimble Road, San Jose California, fax: 408-435-4172 on or before 5:00 p.m. on the seventh (7^th) Day after the date on which Executive signs this Agreement.

          6.      Transition and Consulting; Other Agreements. The parties further agree that:

        (a)      Personal Expenses. Any personal expenses incurred by the Company on the Executive’s behalf, including personal charges to any Company credit card (if any), shall promptly be reimbursed by Executive upon presentation by the Company.

        (b)      Transfer of Company Property. On or before the signing of this Agreement, Executive agrees to turn over to the Company any and all property, tangible or intangible, relating to its business, which he possessed or had control over at any time (including, but not limited to, Company-provided credit cards, building or office access cards, keys, computer or other business equipment, manuals, files, documents, records, software, employee database and other data), and that he shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer or employee database or other data files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or

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control, including any computers, cellular phones, PDAs or similar business equipment. Notwithstanding the foregoing, Executive shall be entitled to retain any Company property necessary for use in his service as a member of the Company’s board of directors.

          7.      Executive Representations. Executive warrants and represents that (a) he has not filed or authorized the filing of any complaints, charges or lawsuits against the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (c) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any state law counterpart, (d) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject, and (e) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with its terms.

          8.      No Assignment. Executive warrants and represents that no portion of any of the Released Matters, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise (it being acknowledged, however, that upon his prior death the cash severance otherwise payable to Executive shall be paid to his heirs). If any claim, action, demand or suit should be made or instituted against the Company because of any such purported assignment, subrogation or transfer, Executive agrees to indemnify and hold harmless the Company against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs.

          9.      Company Representations. The Company warrants and represents that (a) the execution, delivery and performance of this Agreement by the Company has been duly authorized and that this Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms and (b) no director or executive officer of the Company is, as of the date hereof, aware of any legal claim the Company has against Executive relating in any manner to his employment by the Company or service as an officer thereof.

          10.      Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement the Company and Executive agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, Executive’s employment, or the termination of Executive’s employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing

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in this Agreement is intended to prevent either the Company or Executive from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, the Company and Executive each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

          11.      Miscellaneous. This Agreement is the entire agreement between the parties with regard to the subject matter hereof. This Agreement shall be interpreted in accordance with the laws of California and federal law where applicable. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Agreement. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. In the event of any material breach of this Agreement, not cured within ten (10) days after written notice, the non-defaulting party shall have all rights and remedies available under law. Each party shall be solely responsible for and shall bear all of its own costs and expenses incident to its obligations under and in respect of this Agreement, including, but not limited to, any such costs and expenses incurred by such party in connection with the negotiation, preparation, performance of and compliance with the terms of this Agreement (including, without limitation, the fees and expenses of legal counsel or other representatives).

(Signature page(s) follow)

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     IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.

DATED: January 31, 2007

/s/ Dick Chang    

Dick Chang 

AVAGO TECHNOLOGIES LIMITED

DATED: January 31, 2007

By:	/s/ Hock E. Tan
	Hock E. Tan, President and CEO

S-1

Exhibit A

Current Options

Vesting	Options		Exercise Price		Expiration Date
Fully Vested		266,666	$	1.25	11/18/2012
Fully Vested		216,666	$	5.00	11/30/2015
Time Based		433,334	$	5.00	11/30/2015
Performance Based		433,334	$	5.00	11/30/2015

A-1

Exhibit B

New Options

Vesting	Options		Exercise Price		Expiration Date
The options shall fully vest immediately upon shareholder approval of a plan or agreement that allows the options to become vested and exercisable.		266,666	$	1.25	5 years from date of grant
The options shall fully vest immediately upon shareholder approval of a plan or agreement that allows the options to become vested and exercisable.		216,666	$	5.00	5 years from date of grant
The options shall vest as to 25% of the ordinary shares subject thereto on each anniversary of the date of grant so that the option is fully vested on the fourth anniversary of the date of grant.		550,000	$	5.00	5 years from date of grant

B-1

EX-10.2

Exhibit 10.2

EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF APRIL 14, 2006)
(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 25, 2007)

1. PURPOSE OF PLAN

     The Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Plan”) is designed:

(a)	to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management and personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;
(b)	to motivate personnel by means of growth-related incentives to achieve long range goals; and
(c)	to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

2. DEFINITIONS

     As used in the Plan, the following words shall have the following meanings:

(a)	“Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners, (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.
(b)	“Board of Directors” means the Board of Directors of the Company.
(c)	“Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.
(d)	“Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries.
(e)	“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f)	“Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.
(g)	“Grant” means a Share Option or a Share Purchase Right.
(h)	“Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. The terms, conditions and limitations applicable to a Share Purchase Right may be set forth in a Shareholders Agreement, which shall then constitute a Grant Agreement for purposes of this Plan.
(i)	“Non-Employee Director” means a member of the Board of Directors who is not an Employee.
(j)	“Participant” means an Employee, Non-Employee Director, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

(k)	“Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.
(l)	“Share” means an ordinary share in the capital of the Company.
(m)	“Shareholder’s Agreement” means an agreement between the Company and an Employee, Non-Employee Director, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries that sets forth the terms, conditions and limitations applicable to Share Options and Shares, including Shares issued under a Share Option and a Share Purchase Right.
(n)	“Share Options” means the “Non-Qualified Share Options” described in Section 5.
(o)	“Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.
(p)	“Subsidiary” means any corporation (or other entity) other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

3. ADMINISTRATION OF PLAN

(a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan and be subject to all applicable laws.

(b)

The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Non-Employee Directors and Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code.

(c)

The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4. ELIGIBILITY

(a)

The Committee may from time to time make Grants under the Plan to such Employees, Non-Employee Directors, consultants, or other persons having a unique relationship with the Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

(b)

Notwithstanding anything in this Plan to the contrary, prior to the Committee making a Grant under the Plan to an Employee, Non-Employee Director, consultant or other person having a unique relationship with the Company or any of its Subsidiaries, such Employee, Non-Employee Director, consultant or other person shall have executed a Shareholder’s Agreement in a form acceptable to the Company.

5. SHARE OPTIONS

     From time to time, the Committee may grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of a Share Option, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Option as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 may not be exercised more than 10 years (five years in the case of Grants to non-Employees) after the date of Grant. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options), or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time.

6. SHARE PURCHASE RIGHTS

     Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

7. LIMITATIONS AND CONDITIONS

(a)	The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the “Senior Management Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Senior Management Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.
(b)	The term of a Grant shall not exceed ten years (five years in the case of non-Employee Participants). No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.
(c)	Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment at any time or for any reason.
(d)	Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.
(e)	Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(f)	A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares.
(g)	No election as to benefits or exercise of Share Options, Share Purchase Rights or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.
(h)	Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.
(i)	Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

8. TRANSFERS AND LEAVES OF ABSENCE

     For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence.

9. ADJUSTMENTS

     In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for, covered by or issued pursuant to Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

10. MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION, DISTRIBUTION, LIQUIDATION OR DISSOLUTION

     In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after any Grant, the Committee may provide that such Grant cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Grant or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Grant shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Grant shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Grant could have been exercised immediately prior to such event.

     In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Grant exercise or purchase price to reflect such diminution.

11. AMENDMENT AND TERMINATION

     The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 9 or 10 hereof and subject to Section 15, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan at any time.

12. WITHHOLDING TAXES

     The Company shall have the right to deduct from any cash payment or Share issuance made under the Plan any taxes required by law to be withheld with respect to such payment or issuance. It shall be a condition to the obligation of the Company to

deliver Shares upon the exercise of a Grant that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Grants).

13. REGISTRATION

(a)

If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering (as defined below), (i) the Company shall use reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 13, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 13 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

(b)

As used herein the term “Public Offering” shall mean the sale of Shares to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in the Shares.

14. SHAREHOLDER’S AGREEMENT

     The Grants and the Shares issued to the Participant upon exercise of the Grant shall be subject to all of the terms and provisions of the Grant Agreement and the Shareholder’s Agreement, to the extent applicable to the Grant and such Shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Plan or the Grant Agreement and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

15. INDIVIDUALS SUBJECT TO NON-SINGAPORE JURISDICTIONS

     To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the

discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

16. EFFECTIVE DATE AND TERMINATION DATES

     The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 11. The Plan was amended and restated by the Board of Directors effective April 14, 2006 with certain provisions subject to shareholder approval within twelve (12) months of such date. The Plan as amended and restated herein was adopted by the Board of Directors effective January 25, 2007.

17. SHAREHOLDER APPROVAL

     The Plan, as amended and restated herein, will be submitted for the approval of the Company’s shareholders within twelve (12) months after the date the Board of Directors adopts such amendment and restatement. The April 14, 2006 amendment and restatement of the Plan will be submitted for the approval of the Company’s shareholders prior to April 13, 2007. Share Options and Share Purchase Rights may be granted prior to and without such shareholder approval, provided that such Share Options shall not be exercisable and shall not vest prior to the time when the amended and restated Plan is approved by the shareholders, and provided further that if such approval has not been obtained by April 13, 2007, the Share Options granted under the Plan shall be canceled and become null and void first with respect to any Share Options granted to Non-Employee Directors and then, if applicable, with respect to Share Options granted to Participants who are not Non-Employee Directors in reverse order based on the date of Grant until the number of Shares subject to Grants under the Plan and the Senior Management Plan is less than or equal to 21,000,000 and no further Grants shall be made under the Plan to Non-Employee Directors or to the extent such Grants cause the number of Shares subject to Grants under the Plan and the Senior Management Plan to exceed 21,000,000.