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Case No.
1 1 5 C V 2 7 58 8 5
Corporation,
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COMPLAINT FOR:
Plaintiff,
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V.
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COMPLAINT
Plaintiff Broadcom Corporation (" Broadcom"), hy and through its counsel and in support
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of its claims fur relief against defendants Innovium, Inc. (" lnnovium"), Mohammad Issa (" Issa"),
Puneet Agarwal ("Agarwal") , Rajiv Khemani ("Khemani" ), and Does 1-20 (collectively,
INTRODUCTION
1.
This case seeks to remedy an orchestrated scheme by two recently departed high-
level Broadcom employees to unfairly compete with Broadcom based on (a) ideas and a business
plan that they apparently developed and marketed while they were still employed by Broadcom;
and (b) a recent, flurried raid of numerous key employees from the switch engineering
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architecture, hardware, and marketing teams (the "Switch Engineering Teams") in Broadcom's
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is a stronger, more innovative company because of it. The two former employees, however, have
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formed a new company nut. to compete fairly with Broadcom. but to use Broadcom's own
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confidential information and key personnel to create unfairly competing products that are
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fundamentally based on the work they did for Broadcom. These former employees' actions
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breached their agreements with Broadcorn, breached their duty of loyalty to Broadcom, inte1fcrcd
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with Broadcom' s agreements with other employees, and violate Califomia statutory law that
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prohibits unfair competition. Unless restrained, Defendants ' wrongful conduct will deprive
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Broadeorn, its shareholders, and its employees of the benefits of the research and development
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2.
Broadcom previously employed Tssa and Agarwal each for nearly ten years. They
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are highly talented engineers, entmstcd by Broadeorn with the development of its flagship
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revenue for Broadcom. Broadcom paid Issa and Agarwal handsomely to ensure that its
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networking products were at the forefront of the field, and they were responsible for making
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constant improvements to the technology over many years. Based on their detailed knowledge of
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-2COMPLAINT
T\C "AK i\ XTT\ C /'"\0 Tf TDV "rDT AT
Broadcom's market-leading networking technologies and the confidential feedback that they
received from Broadcom's customers under non-disclosure agreements, Issa and Agarwal
developed-while working for Broadcom-a detailed strategic plan for new versions of
3.
Agarwal kept it secret from Broadcom, and they used it to solicit investments in a new company
Broadcom. Once they came close to securing venture capital financing, Issa and Agarwal
resigned their employment without any prior notice to Broadcom. When they did, they refused to
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acknowledge their prior written agreements to protect Broadcom' s confidential information and
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to not engage in any employee raiding. Three days later, they incorporated lnnovium with
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defendant Khemani for the purpose of implementing the strategic plan they had created while
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three weeks later, Defendants reportedly closed a Series A Financing from several major venture
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capital firms in the amount of reportedly many millions of dollars. Issa and Agarwal then both
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changed their Linkedln profile to announce they were a Founder of a "Well-Funded Stealth
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Startup."
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4.
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Agreements. In exchange for a substantial compensation package that they received from
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Broadcom, Issa and Agarwal had agreed to assign to Broadcom the exclusive right to all
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improvements and developments contained in their strategic plan for creating new versions of
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technology became apparent to lssa and Agarwal during their employment with Broadcom, based
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on the feedback they received from Broadcom customers and their detailed knowledge of
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-3COMPLAINT
DEMAND FOR JURY TRIAL
Broadcom's technology, they were contractually obligated by their own promises to disclose
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those improvements to Broadcom and to assist it in implementing them. When Issa and Agarwal
decided to hide those improvements from Broadcom instead, and to use them to solicit money
from third parties to execute a strategic plan that belonged to Broadcom, they violated their
5.
Tluee days after resigning from Broadcom, Issa and Agarwal formed Innovium,
along with defendant Khemani, to develop what should have been the newest versions of
own benefit, Agarwal and Issa immt:diately began recruiting key engineers from Broadcom.
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They did not post open positions or seek to hire engineers from the general pool of engineers in
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the workforce. Instead, they have engaged in an orchestrated scheme to cherry-pick precisely
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those key individuals at Broadcom who, collectively with Defendants, could execute the strategic
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plan Issa and Agarwal had developed while working at Broadcom for new networking
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products/technology.
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6.
Issa and Agarwal executed this targeted raid of the key engineers working on
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Broadcom's own next generation networking products/technology in a way that not only gave
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them immediate access to the inside knowledge they needed, hut also inflicted maximum damage
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on Broadcom. Within a five-day period, five key engineers resigned with lillie to no notice and
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went to work for Issa and Agarwal, and Issa and Agarwal offered employment to at least three
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other key engineers. The engineers who were recmited made clear that, because of the terms of
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their offers from Issa and Agarwal, they could not give a standard two weeks' notice of their
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resignations. lssa and Agarwal had insisted that they resign immediately. When one of the
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engineers declined their offer of employment, they told him to tear up the offer letter they had
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given him. Precisely to prevent this type of misconduct, Broadcom had agreed with Issa and
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Agarwal that they would not interfere with Broadcom's hu. iness by inducing Broadcom's
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employees to leave their employment for one year following their resignations. Tssa and Agarwal
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-4<:OMPT .ATNT
did it anyway. And, knowing the impropriety of what they were doing, lssa and Agarwal insisted
that these individuals-while they were still working for Broadcom and owed duties of loyalty to
7.
Broadcom brings this action to remedy Iss a's and Agarwal's violations of their
inducement of those violations, and to put a stop to Defendants' attempts to develop what is in
effect the latest version of improvements of Broadcom's networking technology, which belongs
THE PARTIES
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California Avenue, Irvine, California 92617. Broadcom has various offices in California,
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place of business at 12264 Tepa Way, Los Altos Hills, California 94022.
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On information and belief, Issa is, and at all times mentioned was, a resident of
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Santa Clara County, California. lssa is a former employee of Broadcom, who worked in San
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On information and belief, Agarwal is, and at all times mentioned was, a resident
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of Santa Clara County, Califomia. Agarwal is a forn1er employee of Broadcom, who worked in
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12.
On information and belief, Khemani is, and at all Limes mentioned was, a resident
Broadcom is informed and believes, and on that basis alleges, that Defendants
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committed violations of their contractual obligations to Broadcom, as alleged more fully below,
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-5COMPT .ArNT
14.
Defendants are present in, domiciled in, residents of, citizens of, doing business in,
and have committed the acts alleged herein in the State of California. Accordingly, this Court has
jurisdiction over this action pursuant to California Code of Civil Procedure section 410.10
15.
section 395(a) because the County of Santa Clara is where Defendants reside and where Issa' s
GENERAL ALLRGATIONS
Broadcom's Business
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semiconductor solutions for wired and wireless communications. Broadcom provides the
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Its products arc found in countries around the world , from urban corporate data centers and the
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cloud, to villages in some of the most isol ated parts of the world.
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and is powered by the talents of a highly diverse workforce. It is one of the world's largest
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fabless semiconductor companies, and it designs and develops its products in lahs and design
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Broadcom has invested billions of dollars over the years in research and
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development, developing cutting edge technology to remain an industry leader. Broadcom holds
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one of the industry' s broadest portfolios of intellectual property, addressing both the wired and
wireless transmission of voice, video, data and multimedia. Tlu-oughout the years, Broadeom's
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experts, products, and business practices have won numerous awards and recognition, futther
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validating the company's longstanding leadership position in the semiconductor industry. From
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- 6COMPLAINT
infrastmcture, Broadcom solutions are raising consumer expectations and setting the industry bar
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including Broadcom's StrataXGS technology. The StrataXGS product line is made up of several
Tomahawk Series-and used across the industry by the largest players developing data centers,
Broadcom's StralaXGS customers include some of the biggest companies developing networking
devices such as Cisco, Dell, Arista, IBM, and Juniper Networks. And Broadcom's StrataXGS
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products are highly regarded in the market. In 2013, the Electronic Products Magazine
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recognized Broadcom's StrataXGS Trident Tl Switch as the "Product of the Year" among
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Broadcom is able to develop such innovations because of the substantial investment it places in
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20.
Issa and Agarwal were both tmstcd leaders of the Switch Engineering Teams in
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the Infrastructure Group at Broadcom. The Switch Engineering Teams develop and uesign
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release award-winning architecture optimized to meet the bandwidth, scalability and efficiency
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demands of modern networks. Agarwal's team (the "Switch Engineering Architecture Team")
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was responsible for developing new features in Broadcom's networking chip and building its
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product roadmap leading to future networking teclmologies. Agarwal directly interfaced with
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Broadcom's customers. Using product feedback from those interactions, the Switch Engineering
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Architecture Team would design new specifications that fit customer needs and demands, and
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conve1t those specifications into software models. lssa and his team (the "Switch Engineering
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Hardware Team") would then take those software models and develop silicon chips that
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-7 COMPLAINT
implemented these new specifications and features to directly address the needs of Broadcom's
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customers.
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software solutions, can be found in a wide array of products for home and small business, data
center, enterprise, and network service providers. Broadcom's Infrastructure Group also develops
a variety of related networking teclmologics, including controller, physical layer devices, and
processers, and many of the Systems-on-Chip products developed by the Switch Engineering
Teams include these networking teclmologies. Broadcom' s Infrastmcture Group spent many
hundreds of millions of dollars on research and development over the last twelve months alone
and the Infrastructure Group generates billions of dollars in annual revenue. Broadcom also has
more than 2,300 patents that derive from its Infrastructure Group.
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hiring, training, developing and managing the performance of talented employees throughout its
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workforce, including but not limited to the employees in the Switch Engineering Teams and
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more broadly in its Infrastructure Group. Broadcom managers and executives receive
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confidential and proprietary information regarding the skills, expertise, job pelformance, work
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projects, and compensation of other employees, especially employees in their department and/or
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-8COMPLAINT
DEMANDFORJURYT~
25.
to the Confidentiality Agreement executed by lssa and Agarwal and considers such agreements to
be vitally important to the protection of its business. Issa and Agarwal would not have been hired
26.
in writing" to Broadcom all "inventions," which included " developments, designs, ideas, fandl
improvements." Tssa and Agarwal agreed that all such Inventions would be " the sole property of'
Hroadcom.
27.
ln the Confidentiality Agreement, Issa and Agarwal also acknowledged and agreed
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that for a period of one year inunediately following tennination (voluntary or otherwise) of their
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employment with Broadcom, Tssa and Agarwal "shall not interfere with the business of
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In the Confidentiality Agreement, Issa and Agarwal also acknowledged and agreed
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to sign a Termination Certification upon the termination of their employment with Broadcom that
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confirms that they will comply with their ongoing obligations to Broadcom following the
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29.
Issa and Agarwal occupied senior positions of trust at Broadcom, in which they
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were exposed to sensitive, non-public business, pers01mel, and technical information. By virtue
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of their interaction with Broadcom customers, they had access to confidential, proprietary
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under the terms of NDAs that the customers had with Broadcom.
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30.
lssa was a Vice President of Engineering in the Infrastmcture Group. In this high-
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level executive position, he earned a substantial six-figure salary and received large bonuses and
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equity awards. As Vice President of Engineering, Issa led a team of over 200 engineers
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(including the Switch Engineering Teams), and was responsible for developing and designing
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-9COMPLAINT
Broadcom's network silicon chips-from design methodology to integrated circuit design to post-
silicon validation and production- based on the design specifications and software models
Agarwal's team created. Accordingly, he had access to highly sensitive, confidential and
Broadcom' s next generation chips. And, given the size of his team, his management
responsibilities, and collaboration with other teams, Issa was privy to the skills, specialized
experience, and interests of numerous key members of not only Broadcom' s Swit\:h Engineering
Teams, but also the Infrastructure Group more broadly. lssa has been issued five patents and he
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31.
Agarwal received numerous promotions during his tenure at Broadcom, and at the
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time of his resignation, was a Senior Technical Director for the Switch Engineering Architecture
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Team in the Infrastructure Group, earning a substantial six-figure salary and receiving large
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bonuses and e4uity awards, and had been approved to be promoted to Vice President,
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Technology. As a Senior Technical Director, Agarwal was the key architect for Broadcom's
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flagship net working technology portfolio and led the team responsible for developing the
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knew what their needs were, what was working and what was not, and what technology
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improvements they were demanding. Significantly, this feedback was Brnaucum's confidential
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infom1ation pursuant to NDAs that Broaucom enters into with its customers. With that product
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feedback, the Switch Engineering Architecture Team and he would design new specifications that
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fit the customer needs and demands and convert those specifications into software models. Issa
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and the Switch Engineering Hardware Team would then take those software models (composed
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primarily of software code) and specifications and develop silicon chips, i.e., integrated circuits,
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that implemented the customer's desired design features. Agarwal essentially had full access and
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product feedback. He also had unfettered access to Broadcom' s key networking technologies and
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A ThT'l'
networking technologies, and undisclosed business and strategic considerations for the entire
Infrastructure Group. Agarwal similarly had significant information regarding, and familiarity
with, the skills, experience and contributions of key members of the Infrasttucture Group, and
more specifically, the Switch Engineering Teams. Agarwal has been issued forty-three patents
32.
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experience in both venture capital and semiconductor technology. From 2003 to 2013, Khemani
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was employed by Cavium, a company that also develops network switch integrated circuits.
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Before leaving Cavium, Khemani held executive roles including Vice President and General
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Manager leading sales, engineering, operations, and marketing, and he was responsible for
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strategic planning, product roadmaps, and customer development while leading his departments at
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Cavium. After Caviurn, Khemani served as Board Chairman at Kaazing Corporation, a web-
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communications company, and co-founded Moment Ventures, an early stage venture capital fund
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On information and belief, in the latter half of 2014-while Tssa and /\gruwal were
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still employed at Broadcom-lssa, Agatwal, and Khemani began to seck out venture capital
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funding from numerous venture capital firms. On information and belief, they pit(;hed one or
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potential investors, were based upon the confidential information Tssa and Agarwal had learned
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and had access to during their tenure at Broadcom. On infom1ation and belief, Defendants told
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potential investors that they knew the strengths of and potential areas of improvement for
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Broadcom' s products, had leamed from Broadcom' s mistakes and successes, and could use that
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- 11 COMPT .ATNT
34.
On information and belief, Khemani knew that lssa and Agarwal were employed
by Broadcom during this time period and that they had access to confidential and proprietary
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On December 8, 2014, lssa and Agarwal both resigned from Broadcom, without
any advance warning or notice. They said they did not have other jobs, but were considering a
few "things," and Issa said he had a technology "idea" that he wanted to pursue and planned to
speak with Broadcom's Executive Vice President and General Manager of the Infrastructure
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When they resigned, Broadcom requested that they both sign the company's
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standard form Tennination Certification (which all depatting employees are asked to do in
accordance with their Confidentiality Agreements), confinning that they had returned all
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Broadcom confidential information and property, that they had reported to Broadcom all
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inventions they conceived that were covered by the Confidentiality Agreement, that they would
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not disclose or use any Broadcom confidential information, and that they had complied with and
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would continue to comply with the terms of the Confidentiality Agreement, including but not
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limited to the obligation not to intedere with Broadcom's business by inducing employees to
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leave Broaclcom's employ for a period of one year following their resignation date. Both Issa and
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Agarwal, however, refused to sign the Termination Certification. They claimed they wanted to
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first review the Termination Certification with legal counsel. But it has been over a month since
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their resignation-more than ample time to obtain legal review of a standard, one page
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document-and Tssa and Agarwal have yet to provide Broadcom with the signed Termination
Certification or otherwise confirm their agreement to its contents.
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- 12 COMPLAINT
37.
Despite the fac t that Issa and Agarwal only resigned from Broadcom last month,
on information and belief, Issa. Agarwal, and Khemani have already launched a new technology
company called Innovium, obtained significant venture capital funding, hired numerous
38.
Innovium was incorporated on December 11 , 2014-a mere three days after Issa
and Agarwal resigned from Broadcom. On infonnation and belief, K.hemani, Issa, and Agarwal
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39.
Within weeks of their resignation from Hroadcom, and in direct violation of the
Confidentiality Agreement, Issa and Agarwal began a targeted strategy to induce Broadcom
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employees from the Switch Engineering Teams to leave Broadcom and join Innovium. By virtue
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of their high-level positions with Broadcom, Issa and Agarwal had inside knowledge as to the
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specific skills and experiences of the Broadcom employees they would need for their new
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venture, as well as the compensation information of Broadcom employees, which funher assisted
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Issa and Agarwal to selectively target specific Broadcom employees for solicitation. As of the
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date of this Complaint, Defendants have induced at least five Broadcom employees to resign from
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Broadcom, made an offer of employment to at least three others, and have indicated that many
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more Switch Engineering Team employees may be leaving Broadcom in the near future.
1.8
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After one targeted employee declined their job offer on or about January 12, 2015,
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Defendants engaged in a 11urricd raid on the Switch Engineering Teams. Over the next four days,
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five employees informed Broadcom that they wanted to resign as soon as possible-if not that
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very same day-providing little or no notice or warning and all following a similar script. They
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made clear that they would not provide an industry-standard notice period of two weeks to assist
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with the transition of their duties, and that their depmtures would take effect inm1ediatcly.
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Indeed, the immediacy of their deprutures was so important that they quit just three weeks shy of
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an equity vesting date on February 5, 2015, and a payment of annual bonuses in late February
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2015, thereby leaving a significant amount of money on the table (and in one case, even
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- 13 COMPLAINT
DEMAND FOR JURY TR1AL
triggering an obligation to repay a ignificant signing bonus). The message they conveyed to
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Broadcom was clear- Defendants had not only offered them employment, but also had insisted
on a coordinated and immediate departure designed to cause immediate harm to the Switch
Engineering Teams while simultaneously re-creating the same technical team that existed at
Broadeom but for Defendants' own benefit to unfairly compete with Broadcom.
41.
the Switch Engineering Architecture Team-notified Broadcom that after almost ten years at the
company, she was resigning, and wanted to leave that very same day. Budhia had worked
directly under Agarwal prior to his December 8, 2014, departure. After Agatwalleft Broadcom
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in December, Budhia assumed a part of Agarwal's leadership role as a key architect for network
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switch technology. After mmouncing her resignation, Budhia initially explained to Broadcom
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that she had been happy at Broadcom and was not looking for a new job, but that the new
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opp011unity to work for Defendants came up and it was one that she could not pass up. Budhia
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has informed Broadcom that in her new position at Defendants' company, she will continue to
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perform architecture work and work on similar tcclmology to the networking technology that she
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worked on at Broadcom. Budhia has been issued one patent and has four pending patent
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applications.
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Design for the Switch Engineering Hardware Team-said he was resigning from Broadcom, with
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just five Jays' notice. At Broadcom, Filardo was responsible for the logic design, chip
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integration and chip design methodology, and he worked on the chip integration team responsible
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for next generation networking products in Broadcom's portfolio. Filardo has confirmed that he
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is going to work for Defendants, starting Monday, January 19,2015, and informed Broadcom that
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43.
On January 13, 2015 , Meg Lin ("Lin")-Associate Product Line Director for
Marketing for the Switch Marketing Team-also gave notice that she was resigning from
- 14 COMPLAINT
Broadcom, effective immediate! . Lin informed Broadcom that she had accepted a position
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working for Defendants and was on Defendants' payroll effective January 14, 2015. During her
tenure at Broadcom, Lin worked closely with the Switch Engineering Teams and was once a
member of the Switch Engineering Architecture Team. She has a strong understanding of
Broadcom' s network switch architecture. and at the time of her departure, was driving the
requirements for Broadcom' s next generation networking chips. Lin has been issued three
44.
Engineering for the Switch Engineering Hardware Team-informed Broadcom that he was
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resigning his employment in order to accept a position working for Defendants. He insisted on
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leaving Broadcom the very next day. Mani told Broadcom that he had only learned about the
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new position with Defendants the day before, and had to make a decision within 24 hours and
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agree to start Monday, January 19,2015 , or else the offer would expire. Mani spent eight years at
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Broadcom, and worked directly for lssa immediately before Issa' s departure. His responsibilities
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included managing a team of over fifty engineers (including those at the director and senior
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manager level), and he was responsible for providing technical direction and validation of
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Broadcom' s networking chips, including design verification, emulation, silicon validation and
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device driver development for all of Broadcom ' s networking chips developed in its San Jose
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design center.
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Distinguished Engineer for the Switch Engineering Architecture Team-sent a goodbye email to
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some of his Broadcom co-workers and never returned to Broadcom's premises. He never
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formally resigned and did not participate in Broadcom's standard exit procedures. In fact, Kwan
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did not answer his phone when his manager called him to discuss his departure, nor did he answer
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the door when his manager went to his house to try to speak with him. Broadcom's efforts to
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communicate with him have gone unanswered. Kwan had been at Broadcom for eleven years and
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COMPLAINT
DEMAND FOR JURY T RIAL
prior to Agarwal's departure, Agarwal had been K wan's manager for more than a year. Kwan
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was responsible for leading the architecture and microarchitecture team for the networking
product line. He has been issued thirty-seven patents and he has twenty-nine pending patent
applications.
46.
Broadcom to become involved with, work for, or perform other services for Innovium, including
but not limited to two Senior Managers, IC Design Engineering for the Switch Engineering
Hardware Team and an Associate Technical Director for the Switch Engineering Hardware Team.
47.
On January 8, 2015, a Senior Manager for the Switch Engineering Hardware Team
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infomted Broadcom that he had been offered a position working for Defendants. He has worked
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at Broadcom since 2002, and he worked under Is sa's management for almost nine years. He is
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responsible for leading the development of Broadcom' s key networking product lines, including
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next generation chips from definition to production, and he manages a group of engineers within
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Hardware Team informed Broadcom that he was resigning his employment and accepting a
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position working for Defendants. He told Broadcom that he had signed a non-disclosure
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agreemenl with Defendants and that he therefore could not provide any more information to
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Broadcom other than that he was resigning. On January 15,2015, he decided to remain at
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Engineering Hardware Team, had worked under Issa, who considered him a top performer and
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lssa was very familiar with his skills, knowledge, and capabilities. He is a key microarchitect for
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49.
On January 14, 2015, another Senior Manager for the Switch Engineering
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Hardware Team infom1ed Broadcom that he too had been offered a position by Defendants and
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that he therefore wanted to discuss his future with Broadcom in order to evaluate Defendants'
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- 16COMPLAINT
offer. At Broadcom, he manage a team of design engineers who support networking chips
developed in Broadcom's San Jose location. He ultimately decided not to accept Defendants' job
offer. When he spoke with Iss a on January 14, 2015 to inform him of his decision to remain at
Broadcom, lssa responded that he should be aware that there are others on his team that will be
joining Defendants-thus confirming Defendants ' strategic targeting and raiding of Broadcom's
products/technologies as pmt of the Switch Engineering Teams. Issa also instmcted him that he
should destroy his offer letter with lnnovium, making clear his desire to keep Broadcom from
reviewing it
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50.
As a result of their targeted raid, Defendants have solicited some of the most
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talented employees on the Switch Engineering Teams through the use of Broadcom's confidential
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and proprietary infonnation regarding the skills, experience and performance of employees who
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fit their exact needs on virtually no notice and apparently without having to go through the
1.4
significant burden and expense of job posting, vetting applicants, conducting interviews and
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recmiting applicants in a highly competitive job market. In so doing, Defendants have largely
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raided key employees from Broadcom's Switch Engineering Teams for their ''well-funded stealth
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startup" (as Issa described the venture in his Linkcdln profile), for their own henefit, at the same
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time that they have disrupted Broadcom's own operations. Within the Switch Engineering
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Teams, they strategically solicited those with the various different skills necessary to, when
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combined, establish an entire switch design team capable of designing the very products
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these individuals is pmt of a systematic raid of key employees from Broadcom' s Switch
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Engineering Teams in order to huild out Defendants' own networking design engineering team
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for its "well-funded stealth sta1t-up" while simultaneously damaging the operations of
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- 17 COMPLAINT
(Breach of Contract)
52.
Rroadcom realleges and incorporates herein by reference each and every allegation
entered into written contracts in which they agreed to "promptly disclose in writing, to
programs, devices, processes, techniques, know-how, data and original materials (whether or not
LO
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practice, or learned by lthemj (either alone or jointly with others) during the period of ftheirj
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employment, that are related to or useful in the business of [Broadcom]. or which result from
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tasks assigned to [themJ by lBroadcoml, or from the usc of premises owned, leased, or otherwise
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acquired by [Broadcom]. (all of the foregoing are referred to in this Agreement as 'Inventions' )."
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54.
16
entered into written contracts in which they agreed not to "interfere with the business of
l7
[Broadcoml by inducing an employee to leave [Broadcom's] employ" for one year following
LH
l9
55.
20
21
networking products/tet.:hnologics, and they have induced one or more Broadcom employees to
22
terminate employment with Brua<.kom within weeks of Issa's and Agarwal's resignation.
56.
24
25
26
27
28
Dy their actions hereinabove, Issa and Agarwal have materially hrcached their
57.
pedonned by it with respect to its agreements with lssa and Agarwal, except for those conditions,
- 18COMPLA INT
covenants, and promises that have been excused by reason of Agarwal's and Issa's breaches
alleged herein.
58.
As a direct and proximate result of Issa' s and Agarwal 's material breaches of their
agreements with Broadcom, Broadcom has been damaged in a sum according to proof at the time
of trial.
59.
Unless and until Defendants are restrained from the actions described herein,
Broadcom will continue to suffer great and irreparable harm for which money damages would be
an inadequate remedy. Broadcom is therefore entitled to injunctive relief compelling Issa and
Agarwal to disclose in writing and assign to Broadcom all Inventions (including the strategic plan
I0
lhey crealcd for improving on Broadcom's networking technology), restraining lssa and Agarwal
11
from using those Inventions for their own hencfit, and restraining Issa and Agarwal from
l_2
soliciting and/or inducing Broadcom's employees to terminate their employment with Broadcom
I_
14
1.5
16
]_7
1.8
19
60.
Broadcom reallegcs and incorporates herein by reference each and every allegation
The Confidentiality Agreements are valid, existing, and binding contracts between
20
Broadcom and Issa and Broadcom and Agarwal, whereby hoth lssa and Agarwal agreed to
21
disclose and assign to Broadcom all Inventions, not to use Broadcom's Inventions for their own
22
hcncfit, and not to inte1fere with Broadcom's business by inducing Broadcom employees to
23
terminate their employment for a one-year period following lssa' s and Agarwal's departure from
24
Broadcom.
25
62.
26
between Broadcom and Issa and Agarwal, and the contractual obligations contained therein .
27
- 19-
28
COMPLAINT
63.
On information and belief, Innovium and Khemani are intentionally and willfully
causing Issa and Agarwal to breach their obligation not to solicit Broadcom employees and thus
interfering with Confidentiality Agreements and dismpting the contractual relationship between
5
6
64.
As a direct and proximate result of hmovium ' s and Khemani's conduct, Broadcom
Unless and untilllu10vium and Khemani are restrained from the actions described
herein, Broadcom will continue to suffer great and irreparable harm for which money damages
<)
lO
L1
12
(Unfair Competition in Violation of California Business and Professions Code 17200 et.
13
.'leq.)
14
L5
16
17
66.
Broadeom rcallcgcs and incorporates herein by reference each and every allegation
By the acts alleged above, Defendants have conunitted business acts and practices
18
that are unlawful and unfair in violation of California Unfair Competition Law ("UCL''), Cal.
19
20
68.
Defendants ' business acts and practices are unlawful and violate the UCL because,
21
on infom1ation and belief, Defendants breached and/or induced breaches of Agarwal and Issa' s
22
Confidentiality Agreements with Broadcom by strategically soliciting and raiding key Droadcom
23
networking employees, and using confidential Broadcom information to solicit funds for, and
24
advance, a new company formed for the purpose of exploiting Broadcom's Inventions.
25
26
27
28
o9.
- 20COMPLAINT
70.
Unless and until Defendants' are restrained from the actions described herein,
Broadcom will continue to suffer great and irreparable harm for which money damages would be
(Against Issa)
7
8
9
I0
11
71.
Broadcom realleges and incorporates herein by reference each and every allegation
fiduciary duty.
73.
12
opportunities of Broadcom for his own personal benefit, from actively exploiting his position
l3
within Broadcom for his own personal benefit, and from hindering the ability of Broadcom to
14
15
74.
In violation of his fiduciary duty to Hroadcom, Iss a took actions while he was still
16
employed by Broadcom to dive1t business away from Broadcom to a new entity he would later
17
create. On information and belief, during his employment with Broadcom, lssa developed ideas
:tH
l9
such ideas and business phm to Broadcom and, instead, he marketed such ideas and business plan
:w
to obtain many millions of dollars in venture capital financing for a competing company that
21
would exploit those strategic plans for Issa's own personal benefit.
22
75.
As a direct and proximate result of Issa's breach of fiduciary duty, Broadcom has
23
suffered damages, and is entitleJ to recover such damages, in an amount to he proven at trial.
:!4
Broadcom's damages for breach of fiduciary duty include, but arc not limited to, all
25
compensation paid by Broadcom to lssa during the period of time in which he was in breach of
26
27
- 21 -
28
COl\1PLAINT
76.
Because Issa' s breach of fiduciary duty was willful and malicious, Broadcom is
6
7
8
lO
77 .
Broadcom realleges and incorporates herein by reference each and every allegation
78.
By virtue of their employment with Broadcom, Issa and Agarwal owed a duty of
loyalty to Broadcom.
79.
In violation of their duty of loyalty to Broadcom, lssa and Agarwal took actions
11
while they were still employed by Broadcom to divert business away from Broadcom to a new
12
entity they would later create. On information and belief, Issa and Agarwal failed to disclose
l3
their strategic plans for improving Broadcom's networking technology in violation of their
14
Confidentiality Agreements and, moreover, actively concealed both those strategic plans and their
15
efforts to solicit many millions of dollars from venture capital firms to form a competing
16
company that would exploit those strategic plans for their own personal benefit.
17
lH
l9
80.
Issa and Agarwal willfully and intentionally failed to discharge their duties and
As a direct and proximate result of the wrongful conduct or Tssa and Agarwal,
:~0
Broadcom has suffered damages, and is entitled to recover such damages, in an amount to be
21
proven at trial. Broadcom's damages for breach of the duty of loyalty include, hut arc not limited
22
to, all compensation paid by Broadcom to lssa and Agarwal during the period of time in which
23
they were in breach of their duty of loyalty pursuant to the faithless servant doctrine.
24
25
lQ.
Because the actions of Issa and Agarwal were both willful and malicious,
Broadcom is also entitled to an award of punitive damages against lssa and Agarwal.
26
''7
"
- 22-
28
COtvll'Li\INT
(Against Khemani)
4
5
6
83.
Broadcom realleges and incorporates herein by reference each and every allegation
On information and belief, Khemani knew that Issa and Agarwal were employees
holding senior positions at Broadcom in 2014, until their resignation on December 8, 2014. On
information and belief, Khcmani also knew that by virtue of their employment with Broadcom,
10
85.
On infonnation and belief, Khcmani knew that Issa and Agarwal were violating
11
their duties of loyalty to Broadcom by taking actions while they were still employed by
12
Broadcom to divert business away from Broadcom to a new entity they would later create. On
13
information and belief, Khemani also knew that lssa and Agarwal were violating their duties of
14
loyalty to Broadcom hy failing to disclose their strategic plans for improving Broadcom's
15
16
both those strategic plans and their efforts to solicit many millions of dollars from venture capital
17
firms to form a competing company that would exploit those strategic plans.
18
19
10
g6.
R7.
21
harm to Broadcom, which suffered damages as a direct and proximate cause of the breaches.
22
23
24
88.
Because the actions of Khernami was both willful and malicious, Broadcom is also
25
26
27
28
- 23 COMPLAINT
DEMAND FOR JURY TRIAL
2
3
4
89.
Broadcom realleges each and every allegation set forth in paragraphs 1 through 88,
and infom1ation that derive independent economic value from not being generally known to the
public or to other persons who can obtain economic value from their disclosure or use, including
but not limited to customer information. These materials include, but are not limited to,
J.O
customers regarding its networking products, and information regarding Broadc..:om persmmel
11
with specific expertise and inside knowledge regarding Broadcom 's networking
12
technology. These documents and information constitute "trade secrets" under Califomia Civil
13
14
91.
These materials and information are the subject of reasonable efforts by Broadcom
15
to maintain their secrecy. Among other things , Broadcom limits physical access
16
through the use of individually-issued and monitored security badges for authorized personnel
17
and the employment or a sizable security force. Broadcom employs cutting-edge technological
lH
security measures that indude not only the use of individually-issued passwords to access
19
Broadcom computers, as well as the usc of firewalls, encryption, and anli-virus software, but also
20
proprietary systems designed to limit, monitor, and record activity on Broadcom's computer
21
systems. Broadcom also requires all employees to sign confidentiality and invention assigrunent
22
agreements that prohibit the unauthorized usc or disclosure of Broadcorn's trade secrets and has
23
various policies in effect that provide similar protections lo Broadcom. Rroadcom also protccls
24
its trade secrets by entering into non-disclosure agreements with its customers and vendors.
25
26
27
28
92.
to
its premises
maliciously misappropriated Broadcom's trade secrets through improper means. Among other
- 24COMPLAINT
DEMAND FOR TIJRY TRIAL
things, on information and belief, Agarwal and Issa used their detailed knowledge as key leads of
Hardware Team to identify specific areas for improvement upon Broadcom's existing networking
and to identify specific Broadcom personnel with the inside knowledge necessary to accomplish
those engineering solutions. Instead of reporting these matters to Broadcom, on information and
belief, Issa and Agarwal used this knowledge in order to solicit funding to create a new company
that would exploit this knowledge for its own benefit. Defendants have used this knowledge to
successfully induce key engineers to leave Broadcom's Switch Engineering Teams to join
10
Innovium and, on information and belief, are using the trade secret knowledge of those
11
12
behalf of lnnovium.
13
93.
14
been damaged, and it will suffer great and irreparable han11 and damage. The amount of this
15
irreparable harm will be difficult to ascertain, and Broadcom will be without an adequate remedy
16
at law.
17
94.
18
agents, employees, and all persons acting in concert with them, from using or disclosing
19
Broadcom's trade secrets and restraining Defendants from obtaining any benefits from their
20
21
95.
22
agents, employees, and all persons acting in concert with them, to return to Broadcom any and all
23
of its trade secrets and confidential, proprietary materials , including but not limited to any and all
24
materials consisting of, incorporating, referencing, or derived from Broadcom's trade secrets and
:25
26
27
')8
96.
Broadcom is further entitled to recover from Defendants for the actual damages
- 25-
COMPLAINT
DEMJ\ND FOR JURY TRIAL
sustained by Broadcom as a result of Defendants' wrongful acts described in this Complaint. The
4
5
6
7
amount of such damages cannot be determined precisely at this time. Defendants' acts of
misappropriation were both willful and malicious, and Broadcom is entitled to an award of
punitive damages and attorney fees against Defendants. Broadcom is further entitled to recover
from Defendants the gains, profits, advantages, and unjust enrichment that they have obtained as
a result of their wrongful acts as described herein. Broadcom is at present unable to ascertain the
full extent of these gains, profits , advantages and unjust enrichment.
10
1.
11
12
2.
forth above;
13
3.
14
4.
L5
during the period of time when they were in breach of their fiduciary duties and/or duty of loyalty
16
17
5.
18
6.
19
7.
20
Ill
21
///
22
Ill
23
Ill
24
Ill
25
///
26
Ill
27
- 26-
28
COMPLArNT
1
2
3
4
8.
Such other and further relief as the court may deem proper.
5
DARIN SNYDER
ERIC J. AMDURSKY
SARAH STARCEVICH MILLER
O'MELVENY & MYERS LLP
6
7
8
By:
Eric J.
Attorneys for Plaintiff
Broaclcom Corporation
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-27COMPLA1NT
DEMAND
Fn~ nrov'T'orAr