BROADCOM CORP
EXHIBIT 10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit 10.1</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">March&nbsp;11, 2007
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Mr.&nbsp;Eric Brandt

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Dear Eric,

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">It is my pleasure to present you with this offer of employment to join Broadcom Corporation
(&#147;Broadcom&#148; or the &#147;company&#148;). If you join Broadcom, you would initially serve in the position of
Senior Vice President, Finance. At a meeting to occur on or about May&nbsp;2, 2007, Broadcom&#146;s Board of
Directors would elect you Senior Vice President, Chief Financial Officer and Principal Financial
Officer. You would report to Broadcom&#146;s President and Chief Executive Officer. The specifics of our
offer follow below. Certain capitalized terms not defined in this letter agreement (the &#147;Letter
Agreement&#148;) have the meanings defined in Appendix&nbsp;II. Appendices I and II are hereby incorporated
as though set forth in full herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>DUTIES &#038; RESPONSIBILITIES</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">During your employment as Senior Vice President, you will perform the duties assigned by Broadcom&#146;s
President and Chief Executive Officer. During your employment as Senior Vice President, Chief
Financial Officer and Principal Financial Officer, you will be responsible for the financial
operations of the company, including but not limited to (i)&nbsp;ensuring compliance with generally
accepted accounting principles, (ii)&nbsp;maintaining and strengthening internal control and scale
infrastructure, (iii)&nbsp;leading budget and planning processes to meet short/long term objectives of
Broadcom, and (iv)&nbsp;regular communication with the Board, Audit Committee, other Broadcom executives
and our outside auditors. You shall have such other duties and responsibilities as the President
and Chief Executive Officer shall designate. As an employee, you will also serve without additional
compensation in any position as an officer and/or a member of the board of directors of any
Broadcom subsidiary to which you may be appointed or elected, as the case may be. You will devote
substantially all of your business time (excluding periods of vacation and absences made necessary
because of illness or other traditionally approved leave purposes), energy and skill in the
performance of your duties for Broadcom.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You agree to abide at all times by Broadcom&#146;s policies and procedures as the same may be revised
and updated from time to time, including, without limitation, the Code of Ethics and Corporate
Conduct (the &#147;Code of Conduct&#148;), Conflicts of Interest Policy, and Policy on Insider Trading and
Unauthorized Disclosures.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding your commitment to devote substantially all of your business time, energy and skill
in the performance of your duties for Broadcom, you may (i)&nbsp;participate in charitable, civic,
educational, professional, community or industry affairs of your choosing; (ii)&nbsp;serve on the board
of directors or advisory board of up to two other companies, (x)&nbsp;which initially shall consist of
Dentsply International, Inc. and Vertex Pharmaceuticals, Inc., and (y)&nbsp;otherwise (if you no longer
serve as a board member of Dentsply International, Inc. and Vertex Pharmaceuticals, Inc.) of which
one may be a publicly-held company during the first twelve months of your employment and of which
two may be publicly-held companies after the first twelve months of your employment, subject in
each instance to the prior approval of the Board of Directors or the designated committee of the
Board of Directors (which may be withheld for any reason or no reason in its sole discretion); and
(iii)&nbsp;manage your and your family&#146;s personal investments; <I>provided that </I>(i)&nbsp;the time that you
commit to such activities is reasonable, individually and in the aggregate; (ii)&nbsp;in all such
activities and at all times you comply with Broadcom&#146;s Code of Conduct and Conflicts of Interest
Policy and any other applicable Broadcom policies or procedures, as the same may be revised and
updated from time to time; and (iii)&nbsp;unless otherwise specifically approved by the Board of
Directors, your involvement in such activities shall be in a personal capacity only and not as a
representative or delegate of Broadcom.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>BASE SALARY AND ANNUAL BONUS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Your base salary will be $13,461.54 paid bi-weekly (equivalent to a $350,000 annualized rate).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You will be eligible to participate in the company&#146;s annual cash bonus program, and your initial
target bonus under such program shall be 40% of your annual base salary. (If the commencement of
your services as an employee of Broadcom on a full-time basis (the &#147;Start Date&#148;) occurs on or
before April&nbsp;2, 2007, your target and actual annual cash bonus for 2007 will not be prorated. If
your Start Date occurs after April&nbsp;2, 2007, your target and actual annual cash bonus for 2007 will
be prorated to take into account the portion of the calendar year that you were actually employed
by the company.) The amount of any bonus actually paid to you under the program is subject to the
complete discretion of the Compensation Committee of the Board of Directors (the &#147;Committee&#148;). Your
target bonus for future years shall be as determined by the Committee, taking into account the
target bonus levels for other senior executives of the company. The Committee shall have the
discretion to change, revise, amend or cancel any bonus program that may be established from time
to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>SIGN-ON BONUS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The company has also agreed to pay you a sign-on bonus in the amount of $150,000. This sign-on
bonus will be paid within your first 30&nbsp;days of employment with the company. Payment will be
processed through our payroll department, with all appropriate taxes withheld. This bonus is
subject to the repayment obligation described below. If the Board of Directors fails to elect you
to the position of Senior Vice President, Chief Financial Officer and Principal Financial Officer
on or before June&nbsp;1, 2007, you may resign your employment with the company and, if at the time of
such resignation &#147;Cause&#148; (as defined in Section&nbsp;4 of Appendix&nbsp;II) to terminate your employment does
not exist, may retain the signing bonus notwithstanding any other term of this Letter Agreement.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>STOCK OPTIONS AND RESTRICTED STOCK UNITS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You will receive a stock option grant to purchase one hundred seventy-five thousand (175,000)
shares of Broadcom Class&nbsp;A common stock with an exercise price per share equal to the closing price
of our Class&nbsp;A common stock on the Nasdaq Global Select Market as of the grant date. If your Start
Date occurs prior to May&nbsp;5, 2007, the option grant will occur on May 4 or 5, 2007, provided that
the window for executive stock trades as determined under the company&#146;s policies and procedures is
open on that date; otherwise the option will be granted as soon as feasible following the opening
of the next window for executive stock trades as determined under the company&#146;s policies and
procedures. The option will vest with respect to 25% of the underlying shares upon the first
anniversary of the Start Date. The remaining 75% of shares subject to the option will vest in
equal monthly installments, on each monthly anniversary of the Start Date that occurs during the
period of thirty-six months following the first anniversary of the Start Date. Vesting of the
options will not be subject to performance criteria other than continued service as an employee.
The stock option will have a ten year term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Committee will also award you a grant of eighty-seven thousand five hundred (87,500) restricted
stock units to acquire, with no cash payment on your part (other than applicable income and
employment taxes), an equal number of shares of Broadcom Class&nbsp;A common stock. If your Start Date
occurs prior to May&nbsp;5, 2007, the restricted stock unit award will occur on May 4 or 5, 2007,
provided that the window for executive stock trades as determined under the company&#146;s policies and
procedures is open on that date; otherwise the restricted stock units will be awarded as soon as
feasible following the opening of the next window for executive stock trades as determined under
the company&#146;s policies and procedures. The restricted stock units will vest in 16 equal quarterly
installments, on each quarterly date that is generally utilized by Broadcom for the vesting of
restricted stock units issued to other Broadcom employees, over the period of forty-eight months
following the date of such award. Vesting of the restricted stock units will not be subject to
performance criteria other than continued service as an employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The foregoing grants will be made by the Committee pursuant to Broadcom&#146;s 1998 Stock Incentive
Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan
together with its current prospectus, our current forms of notice of grant of stock option and
stock option agreement. The terms and conditions set forth therein are subject to change from time
to time at the discretion of the Committee. Such grants and any shares acquired pursuant to such
grants shall also be subject to the share holding restrictions provided in the settlement of
Broadcom&#146;s shareholder derivative securities litigation (<I>David v. Wolfen, et al</I>).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>10B5-1 PLAN, ETC.</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To the extent permitted from time to time by applicable law, and subject to the restrictions
provided in the settlement of Broadcom&#146;s shareholder derivative securities litigation (<I>David v.
Wolfen, et al</I>), you will be able to exercise any stock options granted to you through a same day
sale program established with a nationally recognized securities brokerage firm of your choice that
is reasonably acceptable to Broadcom. For your restricted stock units and any other restricted
stock or equity awards that create taxable income to you at the time of vesting, if you
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">are precluded by law at the time of vesting from selling Broadcom equity in an amount sufficient to
result in proceeds at least equal to the tax obligation created by such vesting, then you shall, to
the extent permitted from time to time by applicable law, be permitted to satisfy the applicable
tax withholding obligations arising from the vesting of such awards through share withholding by
Broadcom. To the extent permitted from time to time by applicable law, you will also be permitted
to implement and maintain, at your discretion, an exercise and selling trading plan covering your
Broadcom equity in accordance with Rule&nbsp;10b5-1 of the Exchange Act (a &#147;10b5-1 Plan&#148;). To extent
permitted from time to time by applicable law, you will be permitted to have an operational 10b5-1
Plan commencing at the time you select (provided that Broadcom must approve any commencement date
that is within the first 90&nbsp;days after the Start Date) and continuing during the entire time that
you render services to Broadcom and you may, in your discretion, keep a 10b5-1 Plan active through
the date that is 24&nbsp;months after cessation of all your services to Broadcom. Any such plan will be
in a form reasonably acceptable to Broadcom and will be established with a nationally recognized
securities brokerage firm of your choice that is reasonably acceptable to Broadcom.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>BENEFITS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As a Broadcom employee you will be eligible to participate in our employee benefits plan, which
includes comprehensive medical, dental, vision, life and both short- and long-term disability
insurance. In addition, you may participate in Broadcom&#146;s employee stock purchase plan, which
allows employees to purchase a limited amount of Broadcom Class&nbsp;A common stock at a discounted
price, a 401(k) savings program, paid holidays as designated by the company (approximately ten days
annually), and paid vacation of ten work days per year plus an additional work day for each
completed year of service, up to a maximum of 20 work days.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The above benefits shall accrue in accordance with our stated policies and may change from
time-to-time at Broadcom&#146;s discretion. We have provided you with a copy of our current benefits
information for your convenience. Effective on your Start Date, or such other date as may be
specified with regard to any particular benefit, you will be eligible for our current,
comprehensive benefits package. Although the summary plan descriptions and other information from
the Human Resources Department are designed to assist employees, the underlying plan documents
themselves, which are available through the Human Resources Department, are the controlling
documents with regard to these benefits. Should any questions relating to our benefits package
arise, please feel free to discuss them with our benefits representative when you join Broadcom.
At that time you will be asked to make a decision as to which of the medical plans best suit your
needs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>INDEMNIFICATION AND LIABILITY INSURANCE</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You will be covered under Broadcom&#146;s insurance policies for directors and officers liability and
will be provided indemnification (covering your services as an officer, director and/or employee)
to the maximum extent permitted by Broadcom&#146;s Bylaws and Articles of Incorporation, with such
insurance coverage and indemnification to be on terms no less favorable than those provided as
Broadcom&#146;s standard practice for senior executive officers and directors.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>REPAYMENT OBLIGATION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">By signing this letter to indicate your acceptance of employment, you agree that if you voluntarily
terminate your employment with Broadcom within twenty four (24)&nbsp;months of your hire date, you will
repay the sign-on bonus. For this purpose, voluntary termination excludes termination for Good
Reason as set forth in Appendix&nbsp;II. You also agree that Broadcom is authorized to satisfy any
repayment obligation by deduction from your earnings, accrued vacation, cash bonuses or any other
cash compensation payable to you, to the extent allowed by law, and/or to collect such repayment
directly from you.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>TERMINATION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Employment with Broadcom is at-will. Broadcom may terminate your employment with or without
&#147;Cause&#148; or in the event of your &#147;Disability.&#148; You may terminate your employment with or without
&#147;Good Reason,&#148; and your employment automatically terminates upon your death.
Any termination of your employment by Broadcom or you shall only be effective if communicated by a
&#147;Notice of Termination.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If, during the &#147;Term&#148; of the retention program described in Appendix&nbsp;II (the &#147;Retention Program&#148;),
there is a &#147;Change of Control&#148; or the assumption of duties on a full-time basis by a new Chief
Executive Officer of Broadcom (either, an &#147;Event&#148;), and within 9&nbsp;months after the date of such an
Event, Broadcom terminates your employment other than for Cause or Disability, or you terminate
your employment for Good Reason, Broadcom agrees to make the payments and provide the benefits to
you described in Appendix&nbsp;II (the &#147;Retention Program&#148;). Furthermore, Broadcom will pay certain
&#147;Accrued Obligations&#148; and provide certain &#147;Other Benefits&#148; upon any termination of employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>GENERAL TERMS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Please carefully review and consider the entire contents of this Letter Agreement, including the
attached Appendix&nbsp;I, which outlines some of the most important terms and conditions of employment
with Broadcom, and the attached Appendix&nbsp;II, which contains the terms of the Retention Program.
This Letter Agreement, including the attached Appendices and any agreements relating to
confidentiality and proprietary rights between you and Broadcom, sets forth the terms of your
employment and constitutes the entire agreement between the parties, and supersedes all previous
communications, representations, understandings, and agreements, whether oral or written, between
the parties or any official or representative thereof, relating to the subject matter hereof. This
Letter Agreement may not be modified or amended except by a written amendment signed by the parties
hereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You acknowledge that the company will file a Current Report on Form 8-K with the Securities and
Exchange Commission (&#147;SEC&#148;) describing the material terms of this Letter Agreement within four
business days after its execution and will also file the entire text of the agreement with its next
Quarterly Report on SEC Form 10-Q. Both of these reports will be publicly available.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To indicate your acceptance of Broadcom&#146;s offer of employment, please sign and date one copy of
this Letter Agreement in the space provided below acknowledging your acceptance and anticipated
employment date, initial the last pages of Appendix&nbsp;I and Appendix&nbsp;II where indicated, and return
all three to me. Please feel free to contact me if you need additional information or to discuss
this offer further.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This offer of employment and Letter Agreement are subject to and conditioned upon your commencing
services on a full-time basis no later than April&nbsp;15, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Eric, the entire Board of Directors, senior executive team and I believe that you will make
significant contributions to Broadcom. We look forward to your joining our company and
contributing to our shared vision and future success.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Sincerely,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BROADCOM CORPORATION

</DIV>

<DIV align="left" style="margin-top: 12pt">
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    <TD nowrap align="left">By:</TD>
    <TD>&nbsp;</TD>
    <TD>/s/ Scott A. McGregor<br>
Scott A. McGregor<br>
President and Chief Executive Officer</TD>
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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ACCEPTANCE:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">I accept Broadcom Corporation&#146;s offer of employment on the terms and conditions set forth in this
Letter Agreement, including the Appendices hereto.
</DIV>

<DIV align="left" style="margin-top: 12pt">
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    <TD nowrap align="left">Signed:</TD>
    <TD>&nbsp;</TD>
    <TD>/s/ Eric Brandt<br>
Eric Brandt</TD>
</TR>
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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Date: March&nbsp;11, 2007
</DIV>



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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>APPENDIX I &#150; ADDITIONAL TERMS AND CONDITIONS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Appendix&nbsp;I sets forth terms and conditions of the offer of employment made by Broadcom
Corporation (&#147;Broadcom&#148;) to Eric Brandt. This Appendix&nbsp;I is to be construed in conjunction with,
and is made a part of, the Letter Agreement offering employment with Broadcom. Capitalized terms
not defined in this Appendix&nbsp;I shall have the meanings defined elsewhere in the Letter Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">1.&nbsp;<U>Immigration, Examinations and Absence of Conflicts</U>. The IMMIGRATION REFORM AND CONTROL
ACT of 1986 requires employers to verify that every new employee is eligible for employment in the
US. This offer of employment is conditional upon the verification of valid US employment
eligibility within three (3)&nbsp;days of your hire date. An information sheet that outlines various
documents you may use to confirm work eligibility has been provided to you. This offer is also
conditional upon the completion of a comprehensive pre-employment medical examination and
background investigation of you with results satisfactory to Broadcom in its sole discretion. By
accepting Broadcom&#146;s offer, you consent to such examination and investigation by professionals
employed for that purpose by Broadcom and to permit the material results thereof to be released to
and discussed with the Board of Directors, and you agree to complete any information statements and
execute any consents required to facilitate the same.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">By accepting Broadcom&#146;s offer, you represent that you have satisfied any obligation you may have to
provide notice to any previous employer and that your employment will not constitute a breach of or
contravene the terms of any other employment agreement or other agreement to which you are a party
or otherwise bound (including but not limited to any agreement that prohibits or restricts your
employment as a result of Broadcom&#146;s competition with any entity) thereby preventing you from
performing your duties pursuant to the Letter Agreement, and this offer and your employment are
conditional upon the absence of any such breach or contravention that would prevent you from
performing your duties pursuant to the Letter Agreement. A breach of these representations shall,
if so elected by Broadcom within one year of the Start Date, render the Letter Agreement null and
void as if it had never existed, and shall, if so elected by Broadcom within one year of the Start
Date, constitute grounds for your immediate termination. Such election by Broadcom shall be
communicated to you by written notice. In the event Broadcom elects to render the Letter Agreement
null and void and to terminate your employment as set forth in the prior sentence, and
notwithstanding anything to the contrary provided elsewhere in the Letter Agreement, you shall be
entitled to retain the compensation and benefits that had been actually paid or delivered to you
prior to the date that Broadcom provides written notice of such election to you, to the extent the
same are fully earned and vested as of that date, but you shall not be entitled to exercise stock
options (whether or not vested) on or after such date, and you shall not be entitled to receive or
retain any other or further compensation or benefits (whether or not vested) of any sort
whatsoever. Upon such election, and except as and then only to the extent provided in the
immediately preceding sentence, Broadcom shall have no further obligation whatsoever with respect
to your employment or the Letter Agreement and shall not be liable for damages of any kind or type
resulting from its good faith election to terminate your employment and to treat the Letter
Agreement as null and void pursuant to this Section&nbsp;1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">2.&nbsp;<U>Policies and Procedures; Confidentiality and Invention Assignment Agreement</U>. You will be
expected to abide by all Broadcom policies and procedures, including the Code of Conduct,
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Conflicts of Interest Policy, and Policy on Insider Trading and Unauthorized Disclosures, and
including signing and complying with the Broadcom Confidentiality and Invention Assignment
Agreement (the &#147;CIAA&#148;). The CIAA (a copy of which has been provided to you) prohibits, both during
and after your employment with Broadcom, unauthorized use or disclosure to anyone outside of
Broadcom of the proprietary or trade secret information of Broadcom, its customers and its clients,
as well as the disclosure to Broadcom of the proprietary or trade secret information of others. In
addition, that agreement provides for the assignment of employee inventions to Broadcom and
prohibits employees for a period of one year after their employment from inducing employees or
consultants to sever their relationship with Broadcom. Of course, this description is only a
summary, and your actual obligations will be governed by the CIAA itself.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">3.&nbsp;<U>Key Man Life Insurance</U>. You agree that at any time during your employment, at the
request of the Board of Directors or a committee thereof and without additional compensation, you
will provide information, complete and sign applications, and submit to reasonable physical
examinations for the purpose of qualifying for so-called &#147;key man&#148; life insurance to be paid for by
and owned by Broadcom for its own benefit. Broadcom shall have no obligation to apply for or to
obtain such insurance or to maintain in effect any such insurance that may issue for any specific
period after its issuance. You understand and agree that neither you nor any of your beneficiaries
shall have any pecuniary, ownership or beneficial interest in such insurance whatsoever, or to
require that Broadcom maintain any such insurance in effect, except that if any such insurance is
in effect at the date of termination of your employment for any reason other than your death or
Disability, you shall have the right to have assigned to you any such policies of insurance that
are so assignable, as provided pursuant to Subsection 1(e) of Appendix&nbsp;II or as otherwise provided
by the policies or practices of Broadcom then in effect, upon payment by you to Broadcom of an
amount equal to the cash surrender value, if any, of such policies plus any unearned or prepaid
premiums thereon.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">4.&nbsp;<U>Governing Law</U>. The laws of California shall govern the validity and interpretation of
the Letter Agreement and the Retention Program, without regard to the conflicts of law principles
applicable in California or any other jurisdiction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">5.&nbsp;<U>Captions</U>. The captions of the Letter Agreement (including the captions of its
Appendices) are not part of the provisions of this agreement or the Retention Program and shall
have no force or effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">6.&nbsp;<U>Notices</U>. All notices and other communications hereunder shall be in writing and shall
be given by hand delivery to the other party, by overnight courier prepaid, 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&#146;s Human Resources Department, and if to Broadcom, as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Broadcom Corporation</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>Until March&nbsp;30, 2007:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">16215 Alton Parkway</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Irvine, California 92618-3616</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>Thereafter:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">5300 California Avenue</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Irvine, California 92617-3038</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><I>Attention: President and Chief Executive Officer, and General Counsel</I></TD>
</TR>
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</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as either party may specify to the other from time to time by notice in
writing in compliance with this paragraph.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notices and communications shall be effective when actually received by the addressee. Neither
your failure to give any notice required hereunder, nor defects or errors in any notice given by
you, shall relieve Broadcom of any corresponding obligation under the Retention Program unless, and
only to the extent that, Broadcom is actually and materially prejudiced thereby.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">7.&nbsp;<U>Severability</U>. The invalidity or unenforceability of any provision of this agreement
shall not affect the validity or enforceability of any other provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">8.&nbsp;<U>Withholding Taxes</U>. Broadcom may withhold from any amounts payable to you such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">9.&nbsp;<U>No Waiver</U>. Your failure or Broadcom&#146;s failure to insist upon strict compliance with any
provision hereof 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, including any provision or right under the Retention
Program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">10.&nbsp;<U>Execution and Counterparts</U>. The Letter Agreement may be executed in counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. The Letter Agreement shall become
binding when one or more counterparts hereof, individually or taken together, bearing the
signatures of both you and Broadcom&#146;s representative are exchanged (including an exchange of
counterparts via confirmed facsimile transmission; <I>provided, however, </I>that if the initial exchange
of counterparts is via confirmed facsimile transmission, we shall also exchange signed originals as
soon thereafter as feasible). Photographic copies of such signed counterparts may be used in lieu
of the originals for any purpose.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">11.&nbsp;<U>Mandatory Arbitration</U>. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN YOU AND BROADCOM
ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH YOUR EMPLOYMENT, THE LETTER AGREEMENT, THE
BENEFITS PROVIDED UNDER THE RETENTION PROGRAM AS SET FORTH IN APPENDIX II OR THE VALIDITY,
CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING
ARBITRATION TO BE HELD IN ORANGE COUNTY, CALIFORNIA. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED
BY (i)&nbsp;THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN
ARBITRATION ASSOCIATION AND (ii)&nbsp;THE FEDERAL ARBITRATION ACT. TO THE EXTENT YOU ASSERT A CLAIM IN
THE ARBITRATION THAT WOULD OTHERWISE BE REQUIRED TO BE FILED WITH A GOVERNMENTAL AGENCY,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BROADCOM SHALL NOT ASSERT AS A DEFENSE THE FAILURE TO EXHAUST ADMINISTRATIVE REMEDIES WITH RESPECT
TO SUCH CLAIM.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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&#146;S COSTS (EXCLUDING THE ARBITRATOR&#146;S
COMPENSATION AND OTHER ARBITRATION FEES AND COSTS, WHICH SHALL BE PAID BY BROADCOM IN ACCORDANCE
WITH APPLICABLE LAW), EXPENSES AND ATTORNEY&#146;S FEES. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR&#146;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&#146;S DECISION, SHALL BE KEPT CONFIDENTIAL.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Initials:
/s/ EB &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ SM
</DIV>


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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>APPENDIX II &#150; RETENTION PROGRAM</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Appendix&nbsp;II sets forth terms and conditions of a Retention Program which is part of the offer
of employment made by Broadcom to Eric Brandt. This Appendix&nbsp;II is to be construed in conjunction
with, and is made a part of, the Letter Agreement offering employment with Broadcom. Capitalized
terms not defined in this Appendix&nbsp;II shall have the meanings defined elsewhere in the Letter
Agreement. The initial term of the Retention Program (the &#147;Term&#148;) shall commence on the Start Date
and continue until May&nbsp;1, 2009. On each May 1 commencing with May&nbsp;1, 2009, the Term shall, without
any action by Broadcom or the Compensation Committee of its Board of Directors, automatically be
extended for one (1)&nbsp;additional year unless, before the date of any anniversary, the Compensation
Committee of Broadcom&#146;s Board of Directors, by a majority vote, expressly determines that the
automatic extension for such year shall not apply.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">1.&nbsp;<U>Severance Benefits upon Certain Terminations</U>. If, during the Term, an Event occurs, and
within nine (9)&nbsp;months after the date of such Event, your employment by Broadcom is terminated by
you in a Notice of Termination specifying Good Reason, or by Broadcom in a Notice of Termination
specifying no reason or a reason other than (i)&nbsp;Cause or (ii)&nbsp;your Disability, and your employment
has not terminated automatically as a result of your death, Broadcom agrees, subject to the
conditions and requirements set forth in this Appendix&nbsp;II, to make the payments and provide the
benefits described below (the &#147;Retention Program&#148;):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Salary Continuation</U>. Broadcom shall continue to pay your base salary for a
period of one (1)&nbsp;year following the &#147;Date of Termination&#148; (using your then current rate of
base salary or, if you terminated your employment for Good Reason pursuant to Subsection
5(b) of this Appendix&nbsp;II due to an excessive reduction in base salary, then your rate of
base salary immediately before the reduction).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Options and other Equity Awards</U>. Notwithstanding any less favorable terms
of any stock option agreement or plan, any outstanding options to purchase shares of
Broadcom&#146;s common stock or other equity awards granted to you by the Committee (including
the restricted stock units granted to you) shall (i)&nbsp;immediately on the Date of Termination,
vest as if you had completed an additional twenty-four (24)&nbsp;months of employment after the
Date of Termination, and (ii)&nbsp;be exercisable for no less than twenty-four (24)&nbsp;months after
the Date of Termination (or, if earlier, the date the option or other equity award would
have expired had you remained employed by Broadcom during the entire 24&nbsp;month period).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Bonuses Not Yet Earned.</U> Broadcom shall pay you (i)&nbsp;a cash bonus, if any,
which was not vested because of a requirement of continued employment had not been satisfied
by you as of the Date of Termination, but with respect to which the applicable performance
period had been fully completed as of the Date of Termination (for the avoidance of doubt, a
bonus shall be payable under this Subsection 1(c)(i) only to the extent that any performance
criteria with respect to such bonus had been satisfied during the applicable performance
period), plus (ii)&nbsp;a pro-rata share of any cash bonus with respect to any period used for
calculating bonuses that had been partially completed by you as of the Date of Termination
(calculated as if you had fully satisfied the
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">performance criteria (if any) used to calculate such cash bonuses). Such pro-rata
share shall equal the fraction of the period for calculating such cash bonuses which
preceded the Date of Termination and shall be reduced dollar-for-dollar by any related bonus
payments previously made to you for any portion of your service during the same period;
<I>provided, however, </I>that in the event that as of the Date of Termination it is manifestly
apparent that all or part of the applicable performance criteria cannot be satisfied for the
period for calculating such cash bonuses, the pro-rata share of cash bonus payable hereunder
attributable to the part(s) of the performance criteria that cannot be satisfied shall be
reduced or eliminated, as the case may be. A bonus described in this Subsection 1(c) shall
be payable to you only if, prior to the Date of Termination, the Committee had specifically
designated the amount of bonus for which you would be eligible (or had specified your
percentage participation in an executive bonus pool) as well as the performance criteria and
any other conditions required to be satisfied in order for you to earn the bonus, either in
whole or in part.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Accrued Salary, Vacation Pay, Expenses, Earned Bonuses and Deferred
Compensation</U>. Broadcom shall, upon your Date of Termination, pay you a lump sum amount
equal to the sum of (i)&nbsp;your full base salary through the Date of Termination at the rate in
effect during such period, (ii)&nbsp;your accrued vacation pay, (iii)&nbsp;any unreimbursed business
expenses incurred by you, (iv)&nbsp;any cash bonus which 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 (v)&nbsp;to the extent permissible under applicable law, any vested
compensation previously deferred by you (including without limitation any contributions to
the Broadcom 1998 Employee Stock Purchase Plan, as amended and restated, together with any
accrued earnings or interest thereon), in each case to the extent not theretofore paid. Any
vested deferred compensation that cannot in accordance with applicable law be paid to you on
your Date of Termination shall be paid at such time and in such manner as set forth in the
applicable plan or agreement governing the payment of that compensation. The amounts
referred to in this Subsection 1(d) shall be referred to collectively as &#147;Accrued
Obligations.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Benefit Continuation</U>. For one (1)&nbsp;year after your Date of Termination, or
such longer period as may be provided by the terms of the appropriate plan, program, or
policy, Broadcom shall, subject to your payment of the employee portion of the premiums for
coverage at the rate generally applicable to other senior executives of Broadcom whose
employment with Broadcom has not terminated, continue to provide welfare benefits
(including, without limitation, health, life and disability insurance), fringe benefits, and
other perquisites to you and your family at least equal to those which would have been
provided to them if your employment had not been terminated in accordance with the most
favorable plans, practices, programs or policies of Broadcom and its affiliated companies
applicable generally to other senior executives of Broadcom and their families immediately
preceding the Date of Termination; <I>provided, however</I>, that if you become re-employed with
another employer and are eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">other welfare benefits otherwise payable to you hereunder shall be coordinated with the
benefits provided under such other plan during such applicable period of eligibility such
that there shall be no duplication of benefits, and for purposes of such coordination, the
medical and welfare benefits otherwise payable to you hereunder shall be secondary to the
benefits provided under such other plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Following the one-year period of continued benefits referred to in this Subsection
1(e), you and your family shall be given the right to elect to continue benefits in all
group medical plans for an additional period of two (2)&nbsp;years, subject to your payment of
the employee portion of the premium for such coverage at the rate generally applicable to
other senior executives of Broadcom whose employment with Broadcom has not terminated. The
medical coverage provided pursuant to this Subsection 1(e) shall satisfy Broadcom&#146;s
obligation to provide continued coverage under Section&nbsp;601 of the Employee Retirement Income
Security Act (commonly called &#147;COBRA continuation&#148;) and Broadcom&#146;s obligations (if any)
under similar state laws. At the end of the period of coverage, you shall have the option
to have assigned to you any assignable insurance policy owned by Broadcom and relating
specifically to you, upon payment by you to Broadcom of the cash surrender value, if any, of
such policies plus any unearned or prepaid premiums thereon. At the end of the period of
coverage, you will also retain any conversion or continued participation rights that you may
have under any insurance policies applicable to you, which rights you may exercise in your
discretion but at your own expense. In the event that your participation in any of the
plans, programs, practices or policies of Broadcom referred to in this Subsection 1(e) is
barred by the terms of such plans, programs, practices or policies, Broadcom shall provide
you with benefits substantially similar to those to which you would be entitled as a
participant in such plans, programs, practices or policies. Notwithstanding the foregoing,
in no event shall you be allowed to participate in the Broadcom Employee Stock Purchase Plan
or the 401(k) savings plan following your Date of Termination or to receive any substitute
benefits hereunder in replacement of those particular benefits, but you shall be paid the
full value of any vested benefits accrued to your benefit under such plans prior to the Date
of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Other Benefits</U>. 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 which you are eligible to receive, under any plan, program, policy, practice,
contract or agreement of Broadcom and its affiliated companies, including but not limited to
any benefits payable to you under a plan, policy, practice, etc., referred to in Section&nbsp;11
of this Appendix&nbsp;II (all such other amounts and benefits being hereinafter referred to as
&#147;Other Benefits&#148;), in accordance with the terms of such plan, program, policy, practice,
contract or agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Section&nbsp;409A</U>. In the event that you are a &#147;specified employee&#148; for
purposes of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (&#147;Section&nbsp;409A&#148;),
payment pursuant to the Retention Program of amounts that are subject to Section&nbsp;409A will
commence no earlier than the date that is six (6)&nbsp;months and one (1)&nbsp;day after the Date of
Termination (the &#147;Permissible Payment Date&#148;). In such event, the amounts that would have
been paid to you between the Date of Termination and the Permissible
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Payment Date will be paid to you in a lump-sum upon or as soon as administratively
practicable after the Permissible Payment Date, and the remaining amounts payable under this
Retention Program will paid to you when due in accordance with the Retention Program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">2.&nbsp;<U>Parachute Payments</U>. In the event that any payments or benefits to which you become
entitled in accordance with the provisions of the Retention Program would otherwise constitute a
parachute payment under Section&nbsp;280G of the U.S. Internal Revenue Code, then such payments and
benefits will be subject to reduction to the extent necessary to assure that you receive only the
<I>greater </I>of (i)&nbsp;the amount of those payments or benefits which would not constitute such a parachute
payment or (ii)&nbsp;the amount which yields you the greatest after-tax amount of benefits after taking
into account any excise tax imposed on the payments and benefits provided to you under this letter
(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) under Section
4999 of the U.S. Internal Revenue Code. To the extent any such reduction is required, the dollar
amount of your salary continuation payments under Subsection 1(a) will be reduced first, then the
number of options or other equity awards to be modified pursuant to Subsection 1(b) shall be
reduced in such order as shall be agreed upon by the Committee and you, and then finally your
remaining benefits will be reduced.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">3.&nbsp;<U>Other Terminations</U>. Notwithstanding the provisions of Section&nbsp;1 of this Appendix&nbsp;II, if
your employment is terminated by reason of your death or by Broadcom for Cause or for your
Disability, you terminate your employment without Good Reason, or your employment is terminated by
you or Broadcom for any reason at a time that does not fall within the nine (9)&nbsp;month period
following an Event, you shall not be entitled to participate in the Retention Program and your
participation in the Retention Program shall terminate without further obligations to you or your
legal representatives under the Retention Program; <I>provided, however</I>, 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, and <I>further provided, </I>that in
the event your employment is terminated by reason of your death or Disability, notwithstanding any
less favorable terms in any stock option or other equity award agreement or plan or this Retention
Program or the Letter Agreement, any unvested portion of any stock options or equity awards granted
to you by Broadcom (including the restricted stock units) on or after the date of the Letter
Agreement shall immediately vest in full on the Date of Termination and remain exercisable by you
or your legal representative for 12&nbsp;months after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">4.&nbsp;<U>Cause</U>. Broadcom may terminate your employment with or without Cause as defined in this
Section&nbsp;4. For purposes of the Letter Agreement and the Retention Program, &#147;Cause&#148; shall mean the
reasonable and good faith determination by a majority of Broadcom&#146;s Board of Directors that any of
the following events or contingencies exists or has occurred:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 a material term or policy set forth or described in
Broadcom&#146;s Code of Conduct;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) You committed an act or an omission 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. 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 (&#147;Alleged Negligence&#148;)
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 30&nbsp;days after receipt of
such notice. If, following the receipt of a Notice of Termination stating that your
termination is for Cause based exclusively on Alleged Negligence, you believe that Cause
does not exist, you may, by written notice delivered to the Board of Directors within three
business (3)&nbsp;days after receipt of such Notice of Termination, request that your Date of
Termination be delayed to permit you to appeal the Board of Directors&#146; 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 of Directors (not to exceed 30&nbsp;days), during
which you will be afforded an opportunity to request that the Board of Directors reconsider
its decision concerning your termination. If the Board of Directors 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 of
Directors 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 of Directors 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 of Directors affirms
the original Notice of Termination or the period of administrative leave ends before the
Board of Directors takes action, the Date of Termination shall be the date specified in the
original Notice of Termination. If the Board of Directors 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">5.&nbsp;<U>Good Reason</U>. After the occurrence of an Event, you may terminate your employment with
or without Good Reason as defined in this Section&nbsp;5. For purposes of the Letter Agreement and the
Retention Program, &#147;Good Reason&#148; shall mean:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Except as you may 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 day you become Chief Financial
Officer, or any other action by Broadcom which results in a material diminution in such
position, authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial or inadvertent action which is remedied by Broadcom reasonably promptly after
Broadcom receives your notice thereof;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any reduction in your base salary, as the same may be increased from time-to-time,
in each case; <I>provided, however</I>, 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;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The taking of any action by Broadcom (including the elimination of benefit plans
without providing substitutes therefor or the reduction of your benefits thereunder) that
would materially diminish the aggregate value of your bonuses and other cash incentive
awards and other fringe benefits, including executive benefits and perquisites, from the
levels in effect on the Start Date, by more than fifteen percent (15%) in the aggregate;
<I>provided, however</I>, that (i)&nbsp;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)&nbsp;a
reduction in your bonuses and other cash incentive awards occurring as a result of your
failure or Broadcom&#146;s failure to satisfy performance criteria applicable to such bonuses or
awards, shall not constitute Good Reason;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Broadcom&#146;s requiring you to be based at any office or location which increases the
distance from your home to the office or location by more than fifty (50)&nbsp;miles from the
distance in effect as of the date that such requirement is imposed;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Any purported termination by Broadcom of your employment otherwise than pursuant
to a Notice of Termination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Any failure by Broadcom (or any successor) to comply with and satisfy Section&nbsp;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)&nbsp;days.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Notwithstanding the above, an isolated or inadvertent action or inaction by Broadcom that
causes Broadcom to fail to comply with Subsections 5(b) or 5(c) and which is cured within ten 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&nbsp;5 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">6.&nbsp;<U>Death</U>. Your employment shall terminate automatically upon your death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">7.&nbsp;<U>Disability</U>. 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 &#147;Disability Effective Date&#148;), <I>provided that,</I>
within the 30&nbsp;days after such receipt, you shall not have returned to performing your duties. For
purposes of the Letter Agreement and the Retention Program, &#147;Disability&#148; shall
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">mean your absence from your duties with Broadcom on a full-time basis for 120 consecutive business
days as a result of incapacity due to mental or physical illness which is both (i)&nbsp;determined to be
total and permanent by two (2)&nbsp;physicians selected by Broadcom or its insurers and acceptable to
you or your legal representative, and (ii)&nbsp;entitles you to the payment of long-term disability
benefits from Broadcom&#146;s long-term disability plan commencing immediately upon the Disability
Effective Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">8.&nbsp;<U>Notice of Termination</U>. For purposes of the Retention Program, a &#147;Notice of Termination&#148;
means a written notice which (i)&nbsp;indicates the specific termination provision relied upon, (ii)&nbsp;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)&nbsp;if
the Date of Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date, except in the case of a termination by you without Good
Reason, shall be not more than thirty 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">9.&nbsp;<U>Date of Termination</U>. &#147;Date of Termination&#148; means (i)&nbsp;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)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">10.&nbsp;<U>Change of Control</U>. For purposes of the Retention Program, a &#147;Change of Control&#148; shall
mean a change in ownership or control of Broadcom effected through any of the following
transactions or a series of such transactions: (a)&nbsp;a shareholder-approved merger or consolidation
in which securities possessing more than fifty percent (50%) of the total combined voting power of
Broadcom&#146;s outstanding securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such transaction; (b)&nbsp;a shareholder-approved sale,
transfer or other disposition of all or substantially all of Broadcom&#146;s assets in complete
liquidation or dissolution of Broadcom; (c)&nbsp;the acquisition, directly or indirectly, by any person
or related group of persons (other than Broadcom or a person that directly or indirectly controls,
is controlled by, or is under common control with, Broadcom), of beneficial ownership (within the
meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934, as amended (&#147;the 1934 Act&#148;)) of
securities possessing more than fifty percent (50%) of the total combined voting power of
Broadcom&#146;s outstanding securities pursuant to a tender or exchange offer made directly to
Broadcom&#146;s shareholders; or (d)&nbsp;a change in the composition of the Broadcom Board of Directors (the
&#147;Board&#148;) over a period of thirty-six (36)&nbsp;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)&nbsp;have been Board members continuously since the beginning of
such period or (B)&nbsp;have been elected or nominated for election as Board members during such period
by at least a majority of those Board members described in clause (A)&nbsp;who were still in office at
the time the Board approved such election or nomination.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">11.&nbsp;<U>Non-exclusivity of Rights</U>. Nothing in the Retention 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 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 which 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 the Retention Program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">12.&nbsp;<U>Full Settlement</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Except as specifically set forth in this Appendix or the accompanying Letter
Agreement, Broadcom&#146;s obligation to make the payments provided for in the Retention 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 Retention Program and, except regarding certain medical and welfare
benefits as provided in Subsection 1(e), such amounts shall not be reduced whether or not
you obtain other employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Except to the extent precluded by applicable law, to be eligible to receive the
payments and benefits under the Retention Program (other than the Accrued Obligations and
Other Benefits, the payment or provision of which shall not be conditioned upon your
execution of the separation agreement described in this Subsection 12(b)), you must,
following your termination of employment, execute a separation agreement that includes (i)&nbsp;a
general release (in a form acceptable to Broadcom) in favor of Broadcom and its
subsidiaries, officers, directors, employees and agents which shall cover 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 Retention
Program, (ii)&nbsp;a reasonable provision prohibiting you from disparaging Broadcom, its Board of
Directors or any of its officers, directors or employees, and (iii)&nbsp;a provision that
precludes you from soliciting or inducing Broadcom employees to work for yourself, for an
entity of which you are an employee or investor, or for any third party for a period of two
years from the later of the Date of Termination or the date of execution of the separation
agreement. To be eligible to receive the payments and benefits under the Retention Program,
you must also be and remain in material compliance with your obligations to Broadcom
pursuant to the Confidentiality and Invention Assignment Agreement during and subsequent to
your employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">13.&nbsp;<U>Successors</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Any benefits payable under the Retention Program are personal to you and without
the prior written consent of Broadcom shall not be assignable by you otherwise
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">than by will or the laws of descent and distribution. The benefits under the Retention
Program shall inure to the benefit of and be enforceable by your legal representatives.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any rights and obligations under the Retention Program shall inure to the benefit
of and be binding upon Broadcom and its successors and assigns.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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
this agreement and the Retention Program in the same manner and to the same extent that
Broadcom would be required to perform it if no such succession had taken place. As used in
the Retention Program, &#147;Broadcom&#148; shall include any successor to all or substantially all of
its business and/or assets, as aforesaid, which assumes and agrees to perform the
obligations created by the Retention Program by operation of law, or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Initials:
/s/ EB &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ SM
</DIV>



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