BROADCOM CORP
EXHIBIT 10.2
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<DESCRIPTION>EXHIBIT 10.2
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                                                                    Exhibit 10.2

                              BROADCOM CORPORATION

                        AUTOMATIC STOCK OPTION AGREEMENT



RECITALS

      A. The Corporation has implemented an automatic option grant program under
the Plan pursuant to which eligible non-employee members of the Board will
automatically receive special option grants at periodic intervals over their
period of Board service to provide such individuals with a meaningful incentive
to continue to serve as members of the Board.

      B. Optionee is an eligible non-employee Board member, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the automatic grant of an option to purchase shares of Common
Stock under the Plan.

      C. All capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix.

            NOW, THEREFORE, it is hereby agreed as follows:

            1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of
the Grant Date, a Non-Statutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.

            2. OPTION TERM. This option shall have a term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 7.

            3. LIMITED TRANSFERABILITY.

                  (a) This option may be assigned in whole or in part during
Optionee's lifetime to one or more members of the Optionee's immediate family or
to a trust established for the exclusive benefit of Optionee and/or one or more
such family members or to Optionee's former spouse, to the extent such
assignment is in connection with the Optionee's estate plan or pursuant to a
domestic relations order. The assigned portion shall be exercisable only by the
person or persons who acquire a proprietary interest in the option pursuant to
such assignment. The terms applicable to the assigned portion shall be the same
as those in effect for this option immediately prior to such assignment.

                  (b) Should the Optionee die while holding this option, then
this option shall be transferred in accordance with Optionee's will or the laws
of inheritance. However, Optionee may designate one or more persons as the
beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such
<PAGE>
beneficiary or beneficiaries upon the Optionee's death while holding this
option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee's death.

            4. EXERCISABILITY/VESTING.

                  (a) This option shall be immediately exercisable for any or
all of the Option Shares, whether or not the Option Shares are at the time
vested in accordance with the Vesting Schedule, and shall remain so exercisable
until the Expiration Date or sooner termination of the option term under
Paragraph 5, 6 or 7.

                  (b) Optionee shall, in accordance with the Vesting Schedule
set forth in the Grant Notice, vest in the Option Shares in one or more
installments over his or her period of Board service. The Option Shares shall,
however, be subject to accelerated vesting pursuant to the provisions of
Paragraph 5, 6 or 7, but in no event shall any additional Option Shares vest
following Optionee's cessation of service as a Board member.

            5. CESSATION OF BOARD SERVICE. Should Optionee's service as a Board
member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

                  (a) Should Optionee cease to serve as a Board member for any
reason (other than death or Permanent Disability) while this option is
outstanding, then the period during which this option may be exercised shall be
reduced to a twelve (12)-month period measured from the date of such cessation
of Board service, but in no event shall this option be exercisable at any time
after the Expiration Date. During such limited period of exercisability,
Optionee (or the person or persons to whom this option is transferred pursuant
to a permitted transfer under Paragraph 3) may not exercise this option in the
aggregate for more than the number of Option Shares (if any) in which Optionee
is vested on the date of his or her cessation of Board service. Upon the earlier
of (i) the expiration of such twelve (12)-month period or (ii) the specified
Expiration Date, the option shall terminate and cease to be exercisable with
respect to any vested Option Shares for which the option has not been exercised.

                  (b) Should Optionee die during the twelve (12)-month period
following his or her cessation of Board service but while this option is
outstanding, then (i) the personal representative of Optionee's estate or (ii)
the person or persons to whom the option is transferred pursuant to Optionee's
will or the laws of inheritance following Optionee's death or to whom the option
is transferred during Optionee's lifetime pursuant to a permitted transfer under
Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option
(as the case may be) shall have the right to exercise this option for any or all
of the Option Shares in which Optionee is vested at the time of Optionee's
cessation of Board service (less any Option Shares purchased by Optionee after
such cessation of Board service but prior to death). Any such right
<PAGE>
to exercise this option shall terminate, and this option shall accordingly cease
to be exercisable for such vested Option Shares, upon the earlier of (i) the
expiration of the twelve (12)-month period measured from the date of Optionee's
cessation of Board service or (ii) the specified Expiration Date.

                  (c) Should Optionee cease service as a Board member by reason
of death or Permanent Disability, then any Option Shares at the time subject to
this option but not otherwise vested shall vest in full so that this option may
be exercised for any or all of the Option Shares as fully vested shares of
Common Stock at any time prior to the earlier of (i) the expiration of the
twelve (12)-month period measured from the date of Optionee's cessation of Board
service or (ii) the specified Expiration Date, whereupon this option shall
terminate and cease to be outstanding.

                  (d) The applicable post-Service exercise period in effect for
this option pursuant to the foregoing provisions of this Paragraph 5 shall
automatically be extended by an additional period of time equal in duration to
any interval within that otherwise applicable post-Service exercise period
during which the exercise of this option or the immediate sale of the Option
Shares acquired hereunder cannot be effected in compliance with applicable
federal and state securities laws, but in no event shall such an extension
result in the continuation of this option beyond the Expiration Date.

                  (e) Upon Optionee's cessation of Board service for any reason
other than death or Permanent Disability, this option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in accordance with the
normal Vesting Schedule or the special vesting acceleration provisions of
Paragraphs 6 and 7 below.

            6. CHANGE IN CONTROL.

                  (a) In the event of a Change in Control effected during
Optionee's period of Board service, any Option Shares at the time subject to
this option but not otherwise vested shall automatically vest so that this
option shall, immediately prior to the specified effective date for that Change
in Control, become exercisable for all of the Option Shares as fully vested
shares of Common Stock and may be exercised for any or all of those vested
shares. Immediately following the consummation of the Change in Control, this
option shall terminate and cease to be outstanding, except to the extent assumed
by the successor corporation or its parent company or otherwise continued in
effect pursuant to the terms of the Change in Control transaction.

                  (b) If this option is assumed in connection with a Change in
Control or otherwise continued in effect, then this option shall be
appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities that would have been issuable to Optionee in
consummation of such Change in Control had the option been exercised immediately
prior to such Change in Control, and appropriate adjustments shall also be made
to the Exercise Price, provided the aggregate Exercise Price shall remain the
same. To the extent the actual holders of the Corporation's outstanding Common
Stock receive cash consideration
<PAGE>
for their Common Stock in consummation of the Change in Control transaction, the
successor corporation may, in connection with the assumption of this option,
substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such
Change in Control transaction.

            7. HOSTILE TAKE-OVER.

                  (a) In the event of a Hostile Take-Over effected during
Optionee's period of Board service, any Option Shares at the time subject to
this option but not otherwise vested shall automatically vest so that this
option shall, immediately prior to the effective date of that Hostile Take-Over,
become exercisable for all of the Option Shares as fully vested shares of Common
Stock and may be exercised for any or all of those vested shares. This option
shall remain exercisable for such fully vested Option Shares until the earliest
to occur of (i) the specified Expiration Date, (ii) the sooner termination of
this option in accordance with Paragraph 5 or 6 or (iii) the surrender of this
option under Paragraph 7(b).

                  (b) Optionee shall have an unconditional right, exercisable at
any time during the thirty (30)-day period immediately following the
consummation of a Hostile Take-Offer effected during his or her period of Board
service, to surrender this option to the Corporation in exchange for a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the Option Shares at the time subject to the surrendered
option (whether or not those Option Shares are otherwise at the time vested)
over (ii) the aggregate Exercise Price payable for such shares. This Paragraph
7(b) limited stock appreciation right shall in all events terminate upon the
expiration or sooner termination of the option term and may not be assigned or
transferred by Optionee, except to the extent the option is transferred in
accordance with the provisions of this Agreement.

                  (c) To exercise the Paragraph 7(b) limited stock appreciation
right, Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in which
there is specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery date. The exercise of such limited stock appreciation right in
accordance with the terms of this Paragraph 7 has been pre-approved pursuant to
the express provisions of the Automatic Option Grant Program, and neither the
approval of the Plan Administrator nor the consent of the Board shall be
required at the time of the actual option surrender and cash distribution. Upon
receipt of the cash distribution, this option shall be cancelled with respect to
the shares subject to the surrendered option (or the surrendered portion), and
Optionee shall cease to have any further right to acquire those Option Shares
under this Agreement. The option shall, however, remain outstanding for the
balance of the Option Shares (if any) in accordance with the terms and
provisions of this Agreement, and the Corporation shall accordingly issue a
replacement stock option agreement (substantially in the same form as this
Agreement) for those remaining Option Shares.
<PAGE>
            8. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i)
<PAGE>
the total number and/or class of securities subject to this option and (ii) the
Exercise Price to reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder.

                  9. SHAREHOLDER RIGHTS. The holder of this option shall not
have any shareholder rights with respect to the Option Shares until such person
shall have exercised the option, paid the Exercise Price and become a holder of
record of the purchased shares.

                  10. MANNER OF EXERCISING OPTION.

                  (a) To exercise this option with respect to all or any part of
the Option Shares for which this option is at the time exercisable, Optionee (or
any other person or persons exercising the option) must take the following
actions:

                        (i) To the extent the option is exercised for vested
      Option Shares, execute and deliver to the Corporation a Notice of Exercise
      for the Option Shares for which the option is exercised or comply with
      such other procedures as the Corporation may establish for notifying the
      Corporation of the exercise of this option for one or more Option Shares.
      To the extent this option is exercised for unvested Option Shares, execute
      and deliver to the Corporation a Purchase Agreement for those unvested
      Option Shares.

                        (ii) Pay the aggregate Exercise Price for the purchased
      shares in one or more of the following forms:

                              (A) cash or check made payable to the Corporation,

                              (B) shares of Common Stock held by Optionee (or
            any other person or persons exercising the option) for the requisite
            period necessary to avoid a charge to the Corporation's earnings for
            financial reporting purposes and valued at Fair Market Value on the
            Exercise Date, or

                              (C) to the extent the option is exercised for
            vested Option Shares, through a special sale and remittance
            procedure pursuant to which Optionee (or any other person or persons
            exercising the option) shall concurrently provide irrevocable
            instructions (I) to a brokerage firm (reasonably satisfactory to the
            Corporation for administering such procedure) to effect the
            immediate sale of the purchased shares and remit to the Corporation,
            out of the sale proceeds available on the settlement date,
            sufficient funds to cover the aggregate Exercise Price payable for
            the purchased shares plus all applicable Federal, state and local
            income and employment taxes required to be withheld by the
            Corporation by reason of such exercise and (II) to the Corporation
            to deliver the certificates for the purchased shares directly to
            such brokerage firm to complete the sale.
<PAGE>
                        (iii) Furnish to the Corporation appropriate
      documentation that the person or persons exercising the option (if other
      than Optionee) have the right to exercise this option.

                  (b) Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Notice of Exercise (or the Purchase Agreement) delivered to
the Corporation in connection with the option exercise.

                  (c) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto. To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and
may be held in escrow with the Corporation until such shares vest.

                  (d) In no event may this option be exercised for any
fractional shares.

            11. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in any way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. In addition, this Agreement shall not in any way be
construed or interpreted so as to affect adversely or otherwise impair the right
of the Corporation or the shareholders to remove Optionee from the Board at any
time in accordance with the provisions of applicable law.

            12. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the NASDAQ National Market(R),
if applicable) on which the Common Stock may be listed for trading at the time
of such exercise and issuance.

                  (b) The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the non-issuance
or sale of the Common Stock as to which such approval shall not have been
obtained. The Corporation, however, shall use its best efforts to obtain all
such approvals.

            13. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this option designated by Optionee.
<PAGE>
            14. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

            15. CONSTRUCTION. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.

            16. GOVERNING LAW. The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.
<PAGE>
                                    APPENDIX


            The following definitions shall be in effect under the Agreement:

      A. AGREEMENT shall mean this Automatic Stock Option Agreement.

      B. BOARD shall mean the Corporation's Board of Directors.

      C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:

                        (i) a shareholder-approved merger or consolidation in
      which securities possessing more than fifty percent (50%) of the total
      combined voting power of the Corporation's outstanding securities are
      transferred to a person or persons different from the persons holding
      those securities immediately prior to such transaction, or

                        (ii) a shareholder-approved sale, transfer or other
      disposition of all or substantially all of the Corporation's assets in
      complete liquidation or dissolution of the Corporation, or

                        (iii) the acquisition, directly or indirectly, by any
      person or related group of persons (other than the Corporation or a person
      that directly or indirectly controls, is controlled by, or is under common
      control with, the Corporation) of beneficial ownership (within the meaning
      of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
      percent (50%) of the total combined voting power of the Corporation's
      outstanding securities pursuant to a tender or exchange offer made
      directly to the Corporation's shareholders.

      D. CODE shall mean the Internal Revenue Code of 1986, as amended.

      E. COMMON STOCK shall mean the Corporation's Class A Common Stock.

      F. CORPORATION shall mean Broadcom Corporation, a California corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of Broadcom Corporation, which shall by appropriate action adopt the Plan.

      G. EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 10 of the Agreement.

      H. EXERCISE PRICE shall mean the exercise price per Option Share as
specified in the Grant Notice.

      I. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.


                                      A-1
<PAGE>
      J. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

                        (i) If the Common Stock is at the time traded on the
      NASDAQ National Market, then the Fair Market Value shall be the closing
      selling price per share of Common Stock at the close of regular hours
      trading (i.e., before after-hours trading begins) on the NASDAQ National
      Market on the date in question, as such price is reported by the National
      Association of Securities Dealers. If there is no closing selling price
      for the Common Stock on the date in question, then the Fair Market Value
      shall be the closing selling price on the last preceding date for which
      such quotation exists.

                        (ii) If the Common Stock is at the time listed on any
      Stock Exchange, then the Fair Market Value shall be the closing selling
      price per share of Common Stock at the close of regular hours trading
      (i.e., before after-hours trading begins) on the date in question on the
      Stock Exchange determined by the Plan Administrator to be the primary
      market for the Common Stock, as such price is officially quoted in the
      composite tape of transactions on such exchange. If there is no closing
      selling price for the Common Stock on the date in question, then the Fair
      Market Value shall be the closing selling price on the last preceding date
      for which such quotation exists.

      K. GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

      L. GRANT NOTICE shall mean the Notice of Grant of Automatic Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

      M. HOSTILE TAKE-OVER shall mean either of the following events effecting a
change in control or ownership of the Corporation:

                        (i) the acquisition, directly or indirectly, by any
      person or related group of persons (other than the Corporation or a person
      that directly or indirectly controls, is controlled by, or is under common
      control with, the Corporation) of beneficial ownership (within the meaning
      of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
      percent (50%) of the total combined voting power of the Corporation's
      outstanding securities pursuant to a tender or exchange offer made
      directly to the Corporation's shareholders that the Board does not
      recommend such shareholders to accept, or

                        (ii) a change in the composition of the Board over a
      period of thirty-six (36) 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


                                      A-2

<PAGE>

      clause (A) who were still in office at the time the Board approved such
      election or nomination.

      N. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

      O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

      P. NOTICE OF EXERCISE shall mean the notice of exercise in form and
substance as prescribed by the Corporation.

      Q. OPTION SHARES shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice.

      R. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

      S. PERMANENT DISABILITY shall mean the inability of Optionee to perform
his or her usual duties as a member of the Board by reason of any medically
determinable physical or mental impairment which is expected to result in death
or has lasted or can be expected to last for a continuous period of twelve (12)
months or more.

      T. PLAN shall mean the Corporation's 1998 Stock Incentive Plan.

      U. PLAN ADMINISTRATOR shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.

      V. PURCHASE AGREEMENT shall mean the stock purchase agreement (in form and
substance satisfactory to the Corporation) that grants the Corporation the right
to repurchase, at the Exercise Price, any and all unvested Option Shares held by
Optionee at the time of Optionee's cessation of Board service and that precludes
the sale, transfer or other disposition of any purchased Option Shares while
those shares are unvested and subject to such repurchase right.

      W. STOCK EXCHANGE shall mean either the American Stock Exchange or the New
York Stock Exchange.

      X. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value per
share of Common Stock on the date the option is surrendered to the Corporation
in connection with a Hostile Take-Over or, if applicable, (ii) the highest
reported price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over through the acquisition of such Common Stock.


                                      A-3
<PAGE>
      Y. VESTING SCHEDULE shall mean the vesting schedule specified in the Grant
Notice, pursuant to which the Option Shares will vest in one or more
installments over the Optionee's period of Board service, subject to
acceleration in accordance with the provisions of the Agreement.


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