How looks the Confidential and Private part of an offer to an employee from Broadcom

How looks the Confidential and Private part of an offer to an employee from Broadcom

April 11, 2025

This is the wording I received in an offer from Broadcom for a permanent position. After the citation I insert my comments.

The names Samantha, Maria and the number 96 are not real, I use them to show how the offer looks like. Parts of the offer, not included here, are not interesting, because they are not labelled as Confidential.

In addition, you will be eligible for an Annual Performance Bonus Target of 25% of your annual base salary, which will be prorated based on the Broadcom Plan Rules. Your participation in the APB is entirely discretionary and the company reserves the right to withdraw, vary or amend the plan at any time. Participation in the plan in one year does not guarantee you the right to participate in the plan in future years.

Equity award: Please refer to RSUs document.

PRIVATE AND CONFIDENTIAL

Dear Dilyan,

If you join one of the Broadcom companies in accordance with the offer letter dated 24 June 2024, we intend to recommend to the Compensation Committee of the board of directors or its authorized delegate (the “Committee”) of Broadcom Inc. (the “Company”) that you be granted 96 restricted stock units (“Restricted Stock Units” or “RSUs”). Each restricted stock unit represents the right to receive one share of common stock of the Company if and when it vests. The decision to award you RSUs is in the sole discretion of the Committee. The Company grants RSUs four times a year, on March 15, June 15, September 15 and December 15. We expect that the RSUs will be granted on the first regularly scheduled RSU grant date that occurs after the calendar month in which you start your employment with your employer.

If the RSU award is approved, you will receive an award agreement that will specify the number of RSUs granted, the grant date, the vesting schedule and other terms of the award. Your RSUs will vest over 4 years, with 6.25% of the RSUs vesting every three months measured from the grant date until all RSUs have vested, subject to and conditioned upon your continued employment with the company through the relevant vesting date. Vesting is subject to the terms of the award agreement. In addition, the RSUs will be subject to the terms of the Broadcom plan under which they are granted, as may be modified from time to time (the “Plan”), any country-specific sub-plans and your award agreement.

Please note that the Company will make the RSU award to you only if and as long as it is permitted and feasible under the laws of the country in which you reside and any other laws to which you may be subject.

You should be aware that the Company, in its discretion, may change, amend or cancel the Plan at any time. You understand and agree that the RSUs and any stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for your employer, the Company or any subsidiary. You acknowledge that the Company is not obligated to continue to award RSUs or any equivalent or other benefits to you. You understand that your participation in the Plan is entirely voluntary and the benefits that are afforded under the Plan do not form an employment contract with the Company, or any of its subsidiaries.

If you receive RSUs, you must accept the award through the Company’s online acceptance process. The Company will not issue stock to you upon vesting of the RSUs unless you accept the award. The Company may ask you to sign other agreements or documents which may be required under U.S. or local laws to receive the RSUs. The Company may, in its sole discretion, deliver any documents related to your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and consent to accept such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company.

The laws of the State of Delaware in the United States will govern this agreement regardless of the law that might be applied under principles of conflicts of laws. Your award agreement will specify the laws governing that agreement.

BROADCOM [postal address]

The terms of this letter are strictly confidential. Should you have any questions in respect of the content of this letter, please do not hesitate to contact Maria Smith at m…@broadcom.com

Sincerely,

Broadcom Inc.

By: [Scanned signature]

Samantha Brown

Vice President, Human Resources

So, in “we intend to recommend”:

  • Who is “we”? Is this just Samantha speaking about herself as “we”, or “we” means more than one person?
  • What will happen, if they change their intention for reasons outside of my control? I get no shares!
  • What will happen, if some of “we” keep their intention, but others from “we” change their intention? Will there a recommendation be issued? If not, how can I contact “them”, if it is unclear who “they” are? If some of “them” change their intention, I get no shares, for reasons outside of my control.
  • What will happen, if the intention is kept, but it is forgotten to issue the recommendation? I get no shares, for reasons outside of my control.

In “The decision to award you RSUs is in the sole discretion of the Committee.”: This means, that it is outside of my control, if RSUs will be granted or not. The very same reading is emphasized by the next paragraph “If the RSU award is approved…”. What will happen, if the Committee receives a recommendation from “them”, but forgets to decide on it?

What means “we intend to recommend to the Committee of the board of directors that you be granted 96 restricted stock units. You will receive an award agreement that will specify the number of RSUs granted”? Will I receive 96 stock units, or the offer I got just emphasizes that it is really random how much stock units I will receive, and all of this is beyond my control?

The sentence “We expect that the RSUs will be granted on the first regularly scheduled RSU grant date” means that on that date (or any other date) RSUs may or may not be granted, for reasons outside of my control.

For me the purpose of the next citation is unclear “If you receive RSUs, you must accept the award through the Company’s online acceptance process. The Company will not issue stock to you upon vesting of the RSUs unless you accept the award.”

  • If there is something I need to accept, does this mean that something can be negotiated? If something can be negotiated, why is this possibility not outlined in the offer I received, but negotiations can only start only after I accept the offer (then somebody possibly recommends, afterwards somebody possibly grants and only then I can negotiate)?
  • If accepting this is a trivial process, why is this process necessary at all, if nothing can be negotiated? Does Broadcom hope that I will forget to accept and in turn Broadcom can save money?
  • Or is the acceptance process on purpose designed to be complex, so that it is hard to get right from the first time and only after three months one notices that the acceptance was not done, and for this reason for three months nothing was vested?

The offer does not say what the purpose is for accepting the award from my side. As far as some agreement is needed, for me it is not clear why this agreement is not made as part of the offer.

The terms of this letter are strictly confidential.

What exactly here can be strictly confidential? I can publish wherever and whenever I want what I earn, if I am in a mood, this cannot be for my side confidential information. The rest of the letter just lists random events, for all of which it is beyond my control, if these events will happen (depends on the intention of an undefined circle of people, on the mood of a committee, and so on).

The offer speaks on more than ten places that payments are regulated in the Broadcom Plan Rules. This plan was not sent as part of the offer. Concerning that plan, the offer said in two places that the company can amend, withdraw or vary the plan at any time. In one more place it states that the plan can be modified from time to time. So how payments work is regulated in that plan, but the plan is not sent as part of the offer. For these reasons I should not rely very much on that plan, as it can change at any time. Can it change retroactively?

All in all, accepting the offer means that I commit myself to work full time for Broadcom, while Broadcom does not commit itself to give me shares in return. For me this wording of the offer is mockery.

After reading all these confidential things, I decided to use the very same wording, when working at Broadcom, anytime I am asked to do something:

We intend to recommend to our alter egos that this work is performed. The decision whether, what you want, sees progress, is entirely up to our alter egos. If approved, it will be verified if the requested work is legally allowed in the country of our residence. Afterwards you will be presented with a plan. Until the plan is accepted, nothing will happen.

Here We and I are the same thing. And then creating a separate plan for each grammar error in the documentation. Who knows, correcting one kind of grammar error might be illegal in some countries, while other grammar errors are considered okay.

Seriously, this is not only exactly the same wording Broadcom used in its offer, but using it will also show how much both sides of the agreement share the same values and intentions.

Two months before I received that offer, I left Broadcom. I was working previously as a contractor. This offer is in fact a counter-offer. Essential reasons for quitting were that I had no control over how I work or on what I work. I felt that everything was outside my control in this company. Every single detail in my work had to be decided and approved by somebody else. In turn my motivation to work was zero, the position I filled was for a submissive person. E.g. I was criticised for correcting a defect in the software, which error was discovered by me, as I was told in advance only to describe the problems I unveil and not to provide fixes for these. I was just mistrusted for everything possible and for these reasons I could not decide on anything on my own. This mistrust applied in the opposite direction too, I also mistrusted the company. For me Broadcom is just trying to screw me up for reasons outside of my control and therefore Broadcom has chosen this wording in the offer. Accepting a contract with such wording requires certain mutual trust. This trust was not there.

After receiving this offer, full of uncertainties emphasizing how much things are out of my control (do in no way depend on me), the very same offer did not come into force. My reading of the above text from the offer underlines that Broadcom is looking for submissive persons, which I am definitely not.

I expected this wording:

You are granted 96 restricted stock units. Each restricted stock unit represents the right to receive one share of common stock of the Company when it vests. Your RSUs will vest over 4 years, each Monday 0.48% of the RSUs vest.

Details are clarified in the Broadcom Plan Rule included below. The plan can be changed with a notice period of three months. Changes of the plan, and possibly relevant changes of the laws of the country in which you reside, are a valid reason for you to terminate your contract with Broadcom on a short-term notice without being sanctioned for this.

Broadcom understands and agrees that the RSUs and any stock acquired under the Plan are essential part of normal and expected compensation (salary). Termination of the contract between you and Broadcom cancels vestings in the future.