Good Reason

Good Reason. Means any of the following: (A) a material reduction in Executive's salary (other than as part of a broad salary reduction program instituted because Broadcom is in financial distress); (B) a substantial reduction in Executive's duties and responsibilities; (C) the elimination or reduction of Executive's eligibility to participate in Broadcom's benefit programs that is inconsistent with the eligibility of executive employees of Broadcom to participate therein; (D) Broadcom informs Executive of... its intention to transfer Executive's primary workplace to a location that is more than 50 miles from the location of Executive's primary workplace as of such date; (E) Broadcom's material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of Executive or a member of Executive's family that requires Executive to terminate Executive's employment because of substantial interference with Executive's duties at Broadcom; provided, that at Broadcom's request Executive shall provide Broadcom with a written physician's statement confirming the existence of such mental or physical illness. Notwithstanding the foregoing, Executive shall not be deemed to have "Good Reason" under this Agreement unless Executive provides written notice to Broadcom of the event or condition giving rise to Good Reason within ninety (90) days after its initial occurrence, such event or condition continues to exist on the thirtieth (30th) day following Broadcom's receipt of such notice (the "Cure Period") and Executive's resignation is effective within sixty (60) days following the end of the Cure Period. View More

Good Reason. That the Covered Executive has complied with the "Good Reason Process" following the occurrence of any of the following events: (i) a material diminution in the Covered Executive's annual base salary other than across the board decreases in annual base salary similarly affecting all executives of the Company; (ii) the Company requiring the Covered Executive to relocate (other than for travel incident to the Covered Executive's performance of his or her duties on behalf of the Company and other... than as previously agreed upon between the Covered Executive and the Company) a distance of more than fifty (50) miles from the Covered Executive's current principal place of business; or (iii) any material diminution in the Covered Executive's position, responsibilities, authority or duties in his or her capacity as an officer, vice president or department head of the Company. For purposes of Section 2(l)(iii), a change in the reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty View More

Good Reason. Unless otherwise defined in an Option Agreement or Restricted Stock Purchase Agreement, (i) the assignment to Participant of duties, or limitation of Participant's responsibilities, materially inconsistent with his position, duties, responsibilities and status with the Company, provided that neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the transaction shall constitute Good Reason,... (ii) a material reduction by the Company of Participant's annual base salary, unless such reduction affects all similarly situated employees, or (iii) the relocation of Participant's principal place of employment to a location that is more than fifty (50) miles further from Participant's current principal place of employment; provided however, that in order for circumstances to provide Good Reason for Participant's resignation, the following additional conditions must be satisfied also: (A) Participant resigns within six (6) months after the initial occurrence of the circumstance giving rise to Good Reason; (B) Participant provides notice to the Company of the circumstance giving rise to Good Reason within ninety (90) days after the initial existence of such circumstance; and (C) the Company has a thirty (30) day period in which to cure such circumstance, if it is capable of being cured, and upon any such cure, Participant shall not be considered to have Good Reason to resign. The determination as to whether a Participant has resigned for Good Reason shall be made in good faith by the Committee and shall be final and binding on the Participant. The term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. View More

Good Reason. Shall have the meaning ascribed to such term in the Employment Agreement.

Good Reason. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term as applicable to an Award and, in the absence of such agreement, such terms means, with respect to a Participant, the Participant's resignation from all positions he or she then-holds with the Company following: (i) a reduction in the Participant's base salary of more than 10%, which is a material reduction in base salary or (ii) the required relocation of... Participant's primary work location to a facility that increases his or her one-way commute by more than 40 miles, which is a material adverse change in geographic location, but, in either case, only if (x) Participant provides written notice to the Company's Chief Executive Officer within 30 days following such event identifying the nature of the event, (y) the Company fails to cure such event within 30 days following receipt of such written notice, and (z) Participant's resignation is effective not later than 30 days thereafter. View More

Good Reason. (i) a material diminution in Employee's base salary other than any diminution effected as a part of, and consistent with, a general reduction in salaries also applicable to other similarly situated employees, or (ii) the Company's requiring Employee to be based at any office or location that is more than 50 miles from Employee's principal office or location other than such a change in office or location where there is no material diminution in Employee's general overall responsibility.

Good Reason. The occurrence of any of the following within the two-year period immediately following a Change of Control without the Covered Executive's prior consent: (A) the Company's requiring the Covered Executive to be based at any office or location more than 35 miles from the location of the office in which the Covered Executive primarily performs his or her duties of employment as of the Effective Time, except for travel reasonably required in the performance of the Covered Executive's... responsibilities to the extent substantially consistent with the Covered Executive's business travel obligations prior to the Effective Time, and except for a change to a location that is closer to the Covered Executive's home; (B) any material and sustained diminution in Covered Executive's authority, duties or responsibilities from those as of the Effective Time; or (C) the material diminution of the Covered Executive's aggregate target compensation (salary, Bonus Target and long term incentive target) in effect as of the Effective Time; provided that, in order to resign for Good Reason, (x) Covered Executive must deliver written notice to the Company describing in reasonable detail the circumstances alleged to constitute Good Reason within 30 days after the initial occurrence thereof, (y) the Company must have 30 days after receipt of written notice from Covered Executive in which to cure such circumstances, and (z) if such circumstances are not cured, the Covered Executive must resign within 30 days following the expiration of such cure period View More

Good Reason. Means, without the consent of the Executive: (i) a reduction in the Executive's Base Salary or annual bonus amount1 from the Base Salary or annual bonus amount for the year immediately preceding the year in which the Change of Control occurs, (ii) the notification of the Executive by the Employer that the Employer shall require the Executive to relocate his or her primary place of service with the Employer to a site that is more than 50 miles from both the Executive's current primary place of... service and the Executive's primary residence, or (iii) a material reduction in the scope of responsibility or authority of the Executive, including, without limitation, the Executive no longer having responsibility to manage the primary assets owned by the Company immediately prior to a Change in Control; provided, however, that no act or omission described above shall be treated as 'Good Reason' under this Agreement unless (a) the Executive delivers to the Employer a written statement of the basis for Executive's belief that Good Reason exists within 120 days following the date such basis first arises, (b) the Employer fails to cure the grounds constituting Good Reason within 30 days following Executive's delivery of such written statement, and (c) Executive actually resigns within 90 days of such failure to cure. View More

Good Reason. (i) "Good Reason", as defined in any employment, separation or similar agreement between Employee and the Company in effect at the time of Employee's termination of employment or (ii) in the absence of any such employment, separation or similar agreement (or in the absence of any definition of "Good Reason" contained therein) (A) the assignment to Employee of any duties inconsistent with Employee's duties, responsibilities or title immediately prior to such assignment, or any other action by... the Company that results in a material diminution in the Participant's position, authority, duties or responsibilities or (B) a requirement to relocate Employee's place of employment in excess of 50 miles from the current principal office of the Company as of the date hereof. Good Reason shall exist only if (x) Employee notifies the Company of the event establishing Good Reason within 90 days of its initial existence, (y) the Company is provided 30 days to cure such event and (z) Employee terminates employment with the Company and its affiliates within 180 days of the initial occurrence of the event. View More

Good Reason. Shall have the meaning ascribed to such term in any written offer letter or employment or severance agreement between the Company or any Subsidiary of the Company and a Participant, or in the absence of any such written agreement, shall mean a Participant's resignation from employment with the Company or any Subsidiary of the Company as a result of one or more of the following reasons: (i) the Company reduces by more than 10% the amount of the Participant's base salary, or (ii) the Company... makes a material adverse change in the Participant's duties or responsibilities with the Company or any Subsidiary of the Company, provided that a change in title or a change in the person or office to which the Participant reports shall not, by itself, constitute such a material adverse change. The Participant shall provide the Company with written notice detailing the specific circumstances alleged to constitute Good Reason within fifteen (15) days after the first occurrence of such circumstances, and the Company shall have thirty (30) days in which to cure such breach. The Participant must actually terminate employment within fifteen (15) days following the expiration of the Company's thirty (30)-day cure period; otherwise, any claim of such circumstances as constituting "Good Reason" shall be deemed irrevocably waived by the Participant View More