OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE PER SHARE OF $45.00 OR MORE
FOR NEW OPTIONS
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., PACIFIC TIME, ON JUNE 21, 2001,
UNLESS THE OFFER IS EXTENDED.
Broadcom Corporation is offering certain option holders who are current employees of Broadcom or one of our
subsidiaries the opportunity to exchange outstanding stock options with an exercise price per share of $45.00 or
more for new options that we will grant under our 1998 Stock Incentive Plan, as amended and restated (the
"1998 Plan"), to purchase shares of our Class A common stock (the "New Options"). If you choose to tender
any Eligible Options (as defined below), you must also tender all of your Required Options. "Required Options"
are all options granted to you by Broadcom, or assumed by us in connection with the acquisition of your former
employer, after November 23, 2000 regardless of exercise price. For each Eligible Option or Required Option
you tender that we accept for exchange, you will receive a New Option exercisable for the same number of
shares that were subject to the tendered option. For purposes of the Offer, "option" means a particular option
grant to purchase a certain number of shares of our common stock.
An "Eligible Option" is an option to purchase shares of our Class A or Class B common stock with an exercise
price per share of $45.00 or more that is currently outstanding under any of the following stock option plans or
arrangements (all such plans and arrangements are sometimes hereinafter referred to as the "Option Plans"):
(i) our 1998 Plan;
(ii) any of the following stock option plans or commitments that we have assumed in connection with our
acquisition of the plan sponsor: the Allayer Communications 1997 Equity Incentive Plan; the Altima
Communications, Inc. 1997 Stock Option Plan; the AltoCom, Inc. 1997 Stock Plan; the BlueSteel Networks,
Inc. 1999 Stock Incentive Plan; the Element 1