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This excerpt taken from the BRCM 10-Q filed Jul 23, 2008. III. ADMINISTRATION
OF THE PLAN
A. The Primary Committee shall have sole and
exclusive authority to administer the Discretionary Grant and
Stock Issuance Programs with respect to Section 16
Insiders. Administration of the Discretionary Grant and Stock
Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board’s
discretion, be vested in the Primary Committee or a Secondary
Committee, or the Board may retain the power to administer those
programs with respect to all such persons. However, any
discretionary Awards to members of the Primary Committee must be
authorized and approved by a disinterested majority of the Board.
B. Members of the Primary Committee or any Secondary
Committee shall serve for such period as the Board may determine
and may be removed by the Board at any time. The Board may also
at any time terminate the functions of any Secondary Committee
and reassume all powers and authority previously delegated to
such committee.
C. Each Plan Administrator shall, within the scope of
its administrative functions under the Plan, have full power and
authority (subject to the provisions of the Plan) to establish
such rules and regulations as it may deem appropriate for
proper administration of the Discretionary Grant and Stock
Issuance Programs and to make such determinations under, and
issue such interpretations of, the provisions of those programs
and any outstanding Awards thereunder as it may deem necessary
or advisable. Decisions of the Plan Administrator within the
scope of its administrative functions under the Plan shall be
final and binding on all parties who have an interest in the
Discretionary Grant and Stock Issuance Programs under its
jurisdiction or any Award thereunder.
D. Service on the Primary Committee or the Secondary
Committee shall constitute service as a Board member, and
members of each such committee shall accordingly be entitled to
full indemnification and reimbursement as Board members for
their service on such committee. No member of the Primary
Committee or the Secondary Committee shall be liable for any act
or omission made in good faith with respect to the Plan or any
Award under the Plan.
E. Administration of the Director Automatic Grant
Program shall be self-executing in accordance with the terms of
that program, and no Plan Administrator shall exercise any
discretionary functions with respect to any Award under that
program.
A. The persons eligible to participate in the
Discretionary Grant and Stock Issuance Programs are as follows:
(i) Employees,
(ii) non-employee members of the Board or the board
of directors of any Parent or Subsidiary, and
(iii) consultants and other independent advisors who
provide services to the Corporation (or any Parent or
Subsidiary).
B. Each Plan Administrator shall, within the scope of
its administrative jurisdiction under the Plan, have full
authority to determine (i) with respect to Awards made
under the Discretionary Grant Program, which eligible persons
are to receive such Awards, the time or times when those Awards
are to be made, the number of shares to be covered by each such
Award, the status of any awarded option as either an Incentive
Option or a Non-Statutory Option, the exercise price per share
in effect for each Award (subject to the limitations set forth
in Article Two), the time or times when each Award is to
vest and become exercisable and the maximum term for which the
Award is to remain outstanding, and (ii) with respect to
Awards under the Stock Issuance Program, which eligible persons
are to receive such Awards, the time or times when the Awards
are to be made, the number of shares subject to each such Award,
the vesting schedule (if any) applicable to the shares subject
to such Award, and the cash consideration (if any) payable for
such shares.
C. The Plan Administrator shall have the absolute
discretion to grant options or stock appreciation rights in
accordance with the Discretionary Grant Program and to effect
stock issuances or other stock-based awards in accordance with
the Stock Issuance Program.
D. Eligible Directors for purposes of the Director
Automatic Grant Program shall be limited to members of the Board
who are not, at the time of such determination, employees of the
Corporation (or any Parent or Subsidiary). However, a Board
member who has previously been in the employ of the Corporation
(or any Parent or Subsidiary) shall not be eligible to receive
an Award under the Director Automatic Grant Program at the time
he or she first becomes a non-employee Board member, but shall
be eligible to receive periodic Awards under the Director
Automatic Grant Program while he or she continues to serve as an
Eligible Director.
A. The stock issuable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Corporation on the open market.
Subject to the automatic share increase provisions of
Section V.B. of this Article One and any additional
shares authorized by the vote of the Board and approved by the
shareholders, as of March 12, 2008 the number of shares of
Common Stock reserved for issuance over the term of the Plan
shall not exceed
443,031,259 shares.1
To the extent any unvested shares of Common Stock outstanding
under the Predecessor Plans as of the Original Effective Date
are subsequently repurchased by the Corporation, at the option
exercise price paid per share, in connection with the
holder’s termination of Service prior to vesting in those
shares, the
1 The
Common Stock issuable under the Plan shall be Class A
Common Stock, except to the extent such stock is to be issued
upon the exercise of outstanding options incorporated from the
Predecessor Plans. For those options, the issuable stock shall
be Class B Common Stock.
repurchased shares shall be added to the reserve of Common Stock
available for issuance under the Plan, but in no event shall
such addition exceed 27,000,000 shares.
B. The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the
first trading day of January each calendar year during the term
of the Plan by an amount equal to four and one-half percent
(4.5%) of the total number of shares of Class A and
Class B Common Stock outstanding on the last trading day in
December of the immediately preceding calendar year, but in no
event shall any such annual increase exceed
45,000,000 shares.
C. No one person participating in the Plan may be
granted Awards for more than 9,000,000 shares of Common
Stock in the aggregate per calendar year.
D. Shares of Common Stock subject to outstanding
Awards under the Plan (including options incorporated into this
Plan from the Predecessor Plans) shall be available for
subsequent issuance under the Plan to the extent (i) those
Awards expire or terminate for any reason prior to the issuance
of the shares of Common Stock subject to those Awards or
(ii) the Awards are cancelled in accordance with the
cancellation-regrant provisions of Article Two. Unvested
shares issued under the Plan and subsequently cancelled or
repurchased by the Corporation at the original exercise or issue
price paid per share pursuant to the Corporation’s
repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for subsequent
reissuance under the Plan. All shares that become available for
reissuance under the Plan, including the shares of Class B
Common Stock subject to the outstanding options incorporated
into this Plan from the Predecessor Plans that expire or
terminate unexercised and any unvested shares of Class B
Common Stock repurchased by the Corporation pursuant to its
repurchase rights, shall be issuable solely as Class A
Common Stock. In addition, should the exercise price of an
option under the Plan be paid with shares of Common Stock, the
authorized reserve of Common Stock under the Plan shall be
reduced only by the net number of shares issued under the
exercised stock option. Should shares of Common Stock otherwise
issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection
with the issuance, exercise or vesting of an Award under the
Plan, the number of shares of Common Stock available for
issuance under the Plan shall be reduced only by the net number
of shares issued with respect to that Award.
E. If any change is made to the Common Stock by
reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, spin-off transaction
or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration or
should the value of outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or
an extraordinary dividend or distribution, appropriate
adjustments shall be made by the Plan Administrator to
(i) the maximum number
and/or class
of securities issuable under the Plan, (ii) the maximum
number
and/or class
of securities for which any one person may be granted Awards
under the Plan per calendar year, (iii) the number
and/or class
of securities for which restricted stock unit awards are
subsequently to be made under the Director Automatic Grant
Program to new and continuing Eligible Directors, (iv) the
number
and/or class
of securities and the exercise or base price per share (or any
other cash consideration payable per share) in effect under each
outstanding Award under the Discretionary Grant Program and the
Director Automatic Grant Program, (v) the number
and/or class
of securities and exercise price per share in effect under each
outstanding option incorporated into this Plan from the
Predecessor Plans, (vi) the number
and/or class
of securities subject to each outstanding Award under the Stock
Issuance Program and the cash consideration (if any) payable per
share thereunder, (vii) the maximum number
and/or class
of securities by which the share reserve may increase
automatically each calendar year pursuant to the provisions of
Section V.B of this Article One and (viii) the
maximum number
and/or class
of securities that may be added to the Plan through the
repurchase of unvested shares issued under the Predecessor
Plans. Similar adjustments shall be made to the number of shares
of Class B Common Stock issuable under the Plan and the
number of shares subject to outstanding stock options for
Class B shares and exercise price per share in effect under
those options in the event of any similar changes to the
outstanding shares of Class B Common Stock. To the extent
such adjustments are to be made to outstanding Awards, those
adjustments shall be effected in a manner that shall preclude
the enlargement or dilution of rights and benefits under those
Awards. The adjustments determined by the Plan Administrator
shall be final, binding and conclusive.
This excerpt taken from the BRCM DEF 14A filed Apr 29, 2008. III. ADMINISTRATION
OF THE PLAN
A. The Primary Committee shall have sole and
exclusive authority to administer the Discretionary Grant and
Stock Issuance Programs with respect to Section 16
Insiders. Administration of the Discretionary Grant and Stock
Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board’s
discretion, be vested in the Primary Committee or a Secondary
Committee, or the Board may retain the power to administer those
programs with respect to all such persons. However, any
discretionary Awards to members of the Primary Committee must be
authorized and approved by a disinterested majority of the Board.
B. Members of the Primary Committee or any Secondary
Committee shall serve for such period as the Board may determine
and may be removed by the Board at any time. The Board may also
at any time terminate the functions of any Secondary Committee
and reassume all powers and authority previously delegated to
such committee.
C. Each Plan Administrator shall, within the scope of
its administrative functions under the Plan, have full power and
authority (subject to the provisions of the Plan) to establish
such rules and regulations as it may deem appropriate for
Table of Contents
proper administration of the Discretionary Grant and Stock
Issuance Programs and to make such determinations under, and
issue such interpretations of, the provisions of those programs
and any outstanding Awards thereunder as it may deem necessary
or advisable. Decisions of the Plan Administrator within the
scope of its administrative functions under the Plan shall be
final and binding on all parties who have an interest in the
Discretionary Grant and Stock Issuance Programs under its
jurisdiction or any Award thereunder.
D. Service on the Primary Committee or the Secondary
Committee shall constitute service as a Board member, and
members of each such committee shall accordingly be entitled to
full indemnification and reimbursement as Board members for
their service on such committee. No member of the Primary
Committee or the Secondary Committee shall be liable for any act
or omission made in good faith with respect to the Plan or any
Award under the Plan.
E. Administration of the Director Automatic Grant
Program shall be self-executing in accordance with the terms of
that program, and no Plan Administrator shall exercise any
discretionary functions with respect to any Award under that
program.
A. The persons eligible to participate in the
Discretionary Grant and Stock Issuance Programs are as follows:
(i) Employees,
(ii) non-employee members of the Board or the board
of directors of any Parent or Subsidiary, and
(iii) consultants and other independent advisors who
provide services to the Corporation (or any Parent or
Subsidiary).
B. Each Plan Administrator shall, within the scope of
its administrative jurisdiction under the Plan, have full
authority to determine (i) with respect to Awards made
under the Discretionary Grant Program, which eligible persons
are to receive such Awards, the time or times when those Awards
are to be made, the number of shares to be covered by each such
Award, the status of any awarded option as either an Incentive
Option or a Non-Statutory Option, the exercise price per share
in effect for each Award (subject to the limitations set forth
in Article Two), the time or times when each Award is to
vest and become exercisable and the maximum term for which the
Award is to remain outstanding, and (ii) with respect to
Awards under the Stock Issuance Program, which eligible persons
are to receive such Awards, the time or times when the Awards
are to be made, the number of shares subject to each such Award,
the vesting schedule (if any) applicable to the shares subject
to such Award, and the cash consideration (if any) payable for
such shares.
C. The Plan Administrator shall have the absolute
discretion to grant options or stock appreciation rights in
accordance with the Discretionary Grant Program and to effect
stock issuances or other stock-based awards in accordance with
the Stock Issuance Program.
D. Eligible Directors for purposes of the Director
Automatic Grant Program shall be limited to members of the Board
who are not, at the time of such determination, employees of the
Corporation (or any Parent or Subsidiary). However, a Board
member who has previously been in the employ of the Corporation
(or any Parent or Subsidiary) shall not be eligible to receive
an Award under the Director Automatic Grant Program at the time
he or she first becomes a non-employee Board member, but shall
be eligible to receive periodic Awards under the Director
Automatic Grant Program while he or she continues to serve as an
Eligible Director.
A. The stock issuable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Corporation on the open market.
Subject to the automatic share increase provisions of
Section V.B. of this Article One and any additional
shares authorized by the vote of the Board and approved by the
shareholders, as of March 12, 2008 the number of shares of
Common Stock reserved for issuance over the term of the Plan
shall not exceed
443,031,259 shares.1
To the extent any unvested shares of Common Stock outstanding
under the Predecessor Plans as of the Original Effective Date
are subsequently repurchased by the Corporation, at the option
exercise price paid per share, in connection with the
holder’s termination of Service prior to vesting in those
shares, the
1 The
Common Stock issuable under the Plan shall be Class A
Common Stock, except to the extent such stock is to be issued
upon the exercise of outstanding options incorporated from the
Predecessor Plans. For those options, the issuable stock shall
be Class B Common Stock.
Table of Contents
repurchased shares shall be added to the reserve of Common Stock
available for issuance under the Plan, but in no event shall
such addition exceed 27,000,000 shares.
B. The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the
first trading day of January each calendar year during the term
of the Plan by an amount equal to four and one-half percent
(4.5%) of the total number of shares of Class A and
Class B Common Stock outstanding on the last trading day in
December of the immediately preceding calendar year, but in no
event shall any such annual increase exceed
45,000,000 shares.
C. No one person participating in the Plan may be
granted Awards for more than 9,000,000 shares of Common
Stock in the aggregate per calendar year.
D. Shares of Common Stock subject to outstanding
Awards under the Plan (including options incorporated into this
Plan from the Predecessor Plans) shall be available for
subsequent issuance under the Plan to the extent (i) those
Awards expire or terminate for any reason prior to the issuance
of the shares of Common Stock subject to those Awards or
(ii) the Awards are cancelled in accordance with the
cancellation-regrant provisions of Article Two. Unvested
shares issued under the Plan and subsequently cancelled or
repurchased by the Corporation at the original exercise or issue
price paid per share pursuant to the Corporation’s
repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for subsequent
reissuance under the Plan. All shares that become available for
reissuance under the Plan, including the shares of Class B
Common Stock subject to the outstanding options incorporated
into this Plan from the Predecessor Plans that expire or
terminate unexercised and any unvested shares of Class B
Common Stock repurchased by the Corporation pursuant to its
repurchase rights, shall be issuable solely as Class A
Common Stock. In addition, should the exercise price of an
option under the Plan be paid with shares of Common Stock, the
authorized reserve of Common Stock under the Plan shall be
reduced only by the net number of shares issued under the
exercised stock option. Should shares of Common Stock otherwise
issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection
with the issuance, exercise or vesting of an Award under the
Plan, the number of shares of Common Stock available for
issuance under the Plan shall be reduced only by the net number
of shares issued with respect to that Award.
E. If any change is made to the Common Stock by
reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, spin-off transaction
or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration or
should the value of outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or
an extraordinary dividend or distribution, appropriate
adjustments shall be made by the Plan Administrator to
(i) the maximum number
and/or class
of securities issuable under the Plan, (ii) the maximum
number
and/or class
of securities for which any one person may be granted Awards
under the Plan per calendar year, (iii) the number
and/or class
of securities for which restricted stock unit awards are
subsequently to be made under the Director Automatic Grant
Program to new and continuing Eligible Directors, (iv) the
number
and/or class
of securities and the exercise or base price per share (or any
other cash consideration payable per share) in effect under each
outstanding Award under the Discretionary Grant Program and the
Director Automatic Grant Program, (v) the number
and/or class
of securities and exercise price per share in effect under each
outstanding option incorporated into this Plan from the
Predecessor Plans, (vi) the number
and/or class
of securities subject to each outstanding Award under the Stock
Issuance Program and the cash consideration (if any) payable per
share thereunder, (vii) the maximum number
and/or class
of securities by which the share reserve may increase
automatically each calendar year pursuant to the provisions of
Section V.B of this Article One and (viii) the
maximum number
and/or class
of securities that may be added to the Plan through the
repurchase of unvested shares issued under the Predecessor
Plans. Similar adjustments shall be made to the number of shares
of Class B Common Stock issuable under the Plan and the
number of shares subject to outstanding stock options for
Class B shares and exercise price per share in effect under
those options in the event of any similar changes to the
outstanding shares of Class B Common Stock. To the extent
such adjustments are to be made to outstanding Awards, those
adjustments shall be effected in a manner that shall preclude
the enlargement or dilution of rights and benefits under those
Awards. The adjustments determined by the Plan Administrator
shall be final, binding and conclusive.
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