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EXHIBIT 99.14
BROADCOM CORPORATION
STOCK PURCHASE AGREEMENT
I HEREBY ELECT TO PARTICIPATE IN THE 1998 EMPLOYEE STOCK PURCHASE PLAN
(THE "ESPP") FOR THE OFFERING PERIOD SPECIFIED BELOW, AND I HEREBY SUBSCRIBE TO
PURCHASE SHARES OF COMMON STOCK OF BROADCOM CORPORATION (THE "CORPORATION") IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE ESPP. I HEREBY
AUTHORIZE PAYROLL DEDUCTIONS FROM EACH OF MY PAYCHECKS FOLLOWING MY ENTRY INTO
THE OFFERING PERIOD IN THE 1% MULTIPLE OF MY ELIGIBLE CASH EARNINGS (NOT TO
EXCEED A MAXIMUM OF 15%) SPECIFIED IN MY ATTACHED ENROLLMENT/CHANGE FORM.
THE OFFERING PERIOD IS DIVIDED INTO A SERIES OF CONSECUTIVE PURCHASE
INTERVALS. WITH THE EXCEPTION OF THE INITIAL PURCHASE INTERVAL WHICH BEGINS AT
THE TIME OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK, THOSE PURCHASE
INTERVALS WILL BE OF SIX MONTHS DURATION AND BEGIN ON THE FIRST BUSINESS DAY OF
MAY AND NOVEMBER EACH YEAR DURING THE OFFERING PERIOD. MY PARTICIPATION WILL
AUTOMATICALLY REMAIN IN EFFECT FROM ONE PURCHASE INTERVAL TO THE NEXT DURING THE
TERM OF THE ESPP IN ACCORDANCE WITH MY PAYROLL DEDUCTION AUTHORIZATION, UNLESS I
WITHDRAW FROM THE ESPP OR CHANGE THE RATE OF MY PAYROLL DEDUCTION OR UNLESS MY
EMPLOYMENT STATUS CHANGES. I MAY REDUCE THE RATE OF MY PAYROLL DEDUCTIONS ON ONE
OCCASION PER 6-MONTH PURCHASE INTERVAL, TO BECOME EFFECTIVE WITH THE FILING OF
THE CHANGE FORM, AND I MAY INCREASE MY RATE OF PAYROLL DEDUCTIONS TO BECOME
EFFECTIVE AT THE BEGINNING OF ANY SUBSEQUENT 6-MONTH PURCHASE INTERVAL (MAY 1 OR
NOVEMBER 1).
MY PAYROLL DEDUCTIONS WILL BE ACCUMULATED FOR THE PURCHASE OF SHARES OF
THE CORPORATION'S COMMON STOCK ON THE LAST BUSINESS DAY OF EACH PURCHASE
INTERVAL WITHIN THE OFFERING PERIOD. THE PURCHASE PRICE PER SHARE WILL BE EQUAL
TO 85% OF THE LOWER OF (I) THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON MY
ENTRY DATE INTO THE OFFERING PERIOD OR (II) THE FAIR MARKET VALUE PER SHARE ON
THE PURCHASE DATE. I WILL ALSO BE SUBJECT TO ESPP RESTRICTIONS (I) LIMITING THE
MAXIMUM NUMBER OF SHARES WHICH I MAY PURCHASE PER PURCHASE INTERVAL AND THE
MAXIMUM NUMBER OF SHARES PURCHASABLE IN THE AGGREGATE BY ALL PARTICIPANTS ON ANY
ONE PURCHASE DATE AND (II) PROHIBITING ME FROM PURCHASING MORE THAN $25,000
WORTH OF COMMON STOCK FOR EACH CALENDAR YEAR MY PURCHASE RIGHT REMAINS
OUTSTANDING.
I MAY WITHDRAW FROM THE ESPP AT ANY TIME PRIOR TO THE LAST BUSINESS DAY
OF A PURCHASE INTERVAL AND ELECT EITHER TO HAVE THE CORPORATION REFUND ALL MY
PAYROLL DEDUCTIONS FOR THAT INTERVAL OR TO HAVE SUCH PAYROLL DEDUCTIONS APPLIED
TO THE PURCHASE OF COMMON STOCK AT THE END OF SUCH INTERVAL. HOWEVER, I MAY NOT
REJOIN THAT PARTICULAR OFFERING PERIOD AT ANY LATER DATE. UPON THE TERMINATION
OF MY EMPLOYMENT FOR ANY REASON (INCLUDING DEATH OR DISABILITY) OR MY LOSS OF
ELIGIBLE EMPLOYEE STATUS, MY PARTICIPATION IN THE ESPP WILL IMMEDIATELY CEASE
AND ALL MY PAYROLL DEDUCTIONS FOR THE PURCHASE INTERVAL IN WHICH MY EMPLOYMENT
TERMINATES OR MY LOSS OF ELIGIBILITY OCCURS WILL AUTOMATICALLY BE REFUNDED.
IF I TAKE AN UNPAID LEAVE OF ABSENCE, MY PAYROLL DEDUCTIONS WILL
IMMEDIATELY CEASE AND ANY PAYROLL DEDUCTIONS FOR THE PURCHASE INTERVAL IN WHICH
MY LEAVE BEGINS WILL, AT MY ELECTION, EITHER BE REFUNDED OR APPLIED TO THE
PURCHASE OF SHARES OF COMMON STOCK AT THE END OF THAT PURCHASE INTERVAL. IF I
RETURN TO ACTIVE SERVICE WITHIN 90 DAYS AFTER THE START OF MY LEAVE, THEN MY
PAYROLL DEDUCTIONS WILL AT THAT TIME AUTOMATICALLY RESUME AT THE RATE IN EFFECT
FOR ME WHEN MY LEAVE BEGAN.
THE CORPORATION WILL ISSUE A STOCK CERTIFICATE FOR THE SHARES PURCHASED
ON MY BEHALF AFTER THE END OF EACH PURCHASE INTERVAL AND THE CERTIFICATE WILL BE
DEPOSITED DIRECTLY IN THE CORPORATION-DESIGNATED BROKERAGE ACCOUNT ESTABLISHED
ON MY BEHALF. I WILL NOTIFY THE CORPORATION OF ANY DISPOSITION OF SHARES
PURCHASED UNDER THE ESPP AND I WILL SATISFY ALL APPLICABLE INCOME AND EMPLOYMENT
TAX WITHHOLDING REQUIREMENTS AT THE TIME OF SUCH DISPOSITION.
THE CORPORATION HAS THE RIGHT, EXERCISABLE IN ITS SOLE DISCRETION, TO
AMEND OR TERMINATE THE ESPP AT ANY TIME, WITH SUCH AMENDMENT OR TERMINATION TO
BECOME EFFECTIVE IMMEDIATELY FOLLOWING THE EXERCISE OF OUTSTANDING PURCHASE
RIGHTS AT THE END OF ANY CURRENT PURCHASE INTERVAL. SHOULD THE CORPORATION ELECT
TO TERMINATE THE ESPP, I WILL HAVE NO FURTHER RIGHTS TO PURCHASE SHARES OF
COMMON STOCK PURSUANT TO THIS AGREEMENT. I HAVE RECEIVED A COPY OF THE Q&A
SUMMARY IDENTIFYING THE MAJOR FEATURES OF THE ESPP. I HAVE READ THIS AGREEMENT
AND THE Q&A SUMMARY AND HEREBY AGREE TO BE BOUND BY THE TERMS OF BOTH THIS
AGREEMENT AND THE ESPP. THE EFFECTIVENESS OF THIS AGREEMENT IS DEPENDENT UPON MY
ELIGIBILITY TO PARTICIPATE IN THE ESPP.
____________________________________
DATE:________ ,199__ SIGNATURE OF EMPLOYEE
PRINTED NAME:_______________________
DURATION OF OFFERING PERIOD: FROM:__________________ , 1998 TO
APRIL 28, 2000
ENTRY DATE INTO OFFERING PERIOD:_______________________ , 1998
