Promotion Compensation. (a) Effective as of December 10, 2020 through the duration of the Continuation Period, Executive’s annual base salary shall be $700,000 USD, payable in accordance with the Company’s then standard payroll practices and subject to applicable taxes and withholdings (the “Base Salary”). (b) For fiscal years 2021, 2022 and 2023, Executive shall be eligible to participate in the Company’s Annual Performance Bonus Plan (the “APB Plan”) at an annual target percentage of 100% of his eligible earnings under the APB Plan, with payout based on corporate level metrics and individual performance. For avoidance of doubt, business division and function metrics shall not apply. Executive’s participation in the APB Plan is otherwise subject to all of the terms and conditions of the APB Plan. (c) In addition, subject to approval of the Compensation Committee, the Board’s approval of an amendment and restatement of the Broadcom Corporation 2012 Stock Incentive Plan, and stockholder approval at the annual meeting of the Company’s stockholders in 2021 of such amended and restated plan, Executive shall be awarded the following Broadcom equity grants effective on December 15, 2020 while remaining contingent on the foregoing conditions. For the avoidance of doubt, if such Compensation Committee approval and stockholder approval is not obtained, Executive shall have no rights to such Broadcom equity grants and such awards shall be cancelled and of no further effect. i a long term equity incentive award, with a target value of $15,000,000 and the target number of shares of Company common stock (“shares”) granted thereunder to Executive shall be calculated by dividing the target value by the closing price of the Company’s common stock (NASDAQ) on December 15, 2020, with the resulting number of shares being rounded down to the nearest share, with 50% of such equity consisting of Broadcom service- based restricted stock units (“Broadcom RSUs”, and such grant, the “Promotion RSU Grant”) and 50% consisting of Broadcom performance-based restricted stock units at target (“Broadcom PSUs”, such grant, the “Promotion PSU Grant”, and the number of shares subject to such Promotion PSU Grant at target, the “Promotion PSU Target”). The Promotion RSU Grant and Promotion PSU Grant will be subject to the terms of the equity incentive plan pursuant to which they are granted and the agreements evidencing such Broadcom RSUs and Broadcom PSUs. A. The Promotion RSU Grant shall vest over a three-year period, with 1/3 of the Promotion RSU Grant vesting on each of the first three anniversaries of December 15, 2020, subject to Executive’s continued employment with Broadcom on the relevant vesting date. B. The Promotion PSU Grant shall vest on October 29, 2023, based on the Company’s total stockholder return (“TSR”) relative to the TSR of the companies that comprise the S&P 500 Index as measured over the period beginning on November 2, 2020 and ending on October 29, 2023, subject to Executive’s continued employment with Broadcom on the vesting date. The Promotion PSU Grant payout may range from 0% to 200% of the Promotion PSU Target, and cannot exceed 200% of the Promotion PSU Target. Such Promotion PSU Grant payout shall be determined by the Compensation Committee and made as soon as administratively practicable, and in any event within 60 days, following October 29, 2023. Additional details not inconsistent with the foregoing shall be set forth in the applicable award agreement.
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Promotion Compensation. (a) Effective as of December 10, 2020 through the duration of the Continuation Period, Executive’s annual base salary shall be $700,000 USD, payable in accordance with the Company’s then standard payroll practices and subject to applicable taxes and withholdings (the “Base Salary”).
(b) For fiscal years 2021, 2022 and 2023, Executive shall be eligible to participate in the Company’s Annual Performance Bonus Plan (the “APB Plan”) at an annual target percentage of 100% of his eligible earnings under the APB Plan, with payout based on corporate level metrics and individual performance. For avoidance of doubt, business division and function metrics shall not apply. Executive’s participation in the APB Plan is otherwise subject to all of the terms and conditions of the APB Plan.
(c) In addition, subject to approval of the Compensation Committee, the Board’s approval of an amendment and restatement of the Broadcom Corporation 2012 Stock Incentive Plan, and stockholder approval at the annual meeting of the Company’s stockholders in 2021 of such amended and restated plan, Executive shall be awarded the following Broadcom equity grants effective on December 15, 2020 while remaining contingent on the foregoing conditions. For the avoidance of doubt, if such Compensation Committee approval and stockholder approval is not obtained, Executive shall have no rights to such Broadcom equity grants and such awards shall be cancelled and of no further effect.
i a long term equity incentive award, with a target value of $15,000,000 and the target number of shares of Company common stock (“shares”) granted thereunder to Executive shall be calculated by dividing the target value by the closing price of the Company’s common stock (NASDAQ) on December 15, 2020, with the resulting number of shares being rounded down to the nearest share, with 50% of such equity consisting of Broadcom service- service-based restricted stock units (“Broadcom RSUs”, and such grant, the “Promotion RSU Grant”) and 50% consisting of Broadcom performance-based restricted stock units at target (“Broadcom PSUs”, such grant, the “Promotion PSU Grant”, and the number of shares subject to such Promotion PSU Grant at target, the “Promotion PSU Target”). The Promotion RSU Grant and Promotion PSU Grant will be subject to the terms of the equity incentive plan pursuant to which they are granted and the agreements evidencing such Broadcom RSUs and Broadcom PSUs.
A. The Promotion RSU Grant shall vest over a three-year period, with 1/3 of the Promotion RSU Grant vesting on each of the first three anniversaries of December 15, 2020, subject to Executive’s continued employment with Broadcom on the relevant vesting date.
B. The Promotion PSU Grant shall vest on October 29, 2023, based on the Company’s total stockholder return (“TSR”) relative to the TSR of the companies that comprise the S&P 500 Index as measured over the period beginning on November 2, 2020 and ending on October 29, 2023, subject to Executive’s continued employment with Broadcom on the vesting date. The Promotion PSU Grant payout may range from 0% to 200% of the Promotion PSU Target, and cannot exceed 200% of the Promotion PSU Target. Such Promotion PSU Grant payout shall be determined by the Compensation Committee and made as soon as administratively practicable, and in any event within 60 days, following October 29, 2023. Additional details not inconsistent with the foregoing shall be set forth in the applicable award agreement.
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