Exhibit 10.1


 


May 23,
2008


 


Dear
Clyde,


 


It
is our pleasure to offer you the position of Chief Financial Officer with
Marvell Technology Group, Ltd. (“the Company”). As the Chief Financial Officer,
you will report directly to me and have primary responsibility for the company’s
financial functions, including Accounting, FP&A, Treasury, Tax and Investor
Relations.


 


Your
starting salary will be 450,000 USD per year. 
Additionally, you will be eligible for an annual incentive opportunity target
of up to 80% of your base salary, pro-rated for your length of service during
any completed fiscal year.  Half of your
incentive opportunity will be based on the company’s overall performance. The
remaining half of this incentive will be based on specific metrics we mutually
agree upon. The determination of both the metrics for your bonus and the actual
bonus payments will be subject to the approval of the Executive Compensation
Committee of the Company’s board of directors (the “Board”). Payment of the
bonus may be made in a combination of cash, options and/or RSUs, at the
discretion of the Executive Compensation Committee.


 


You
will receive a sign-on bonus in the amount of 350,000 USD, subject to
applicable withholding taxes, which will be paid within thirty (30) days of
your date of hire.  The sign-on bonus,
though paid in advance, is earned on a pro-rata basis over the first twenty-four
(24) months of your employment, and is paid in consideration of your provision
of services over that twenty-four month period. 
If, within twenty-four (24) months of your date of hire, you voluntarily
terminate your employment with the Company without Good Reason (as defined
below) or the Company terminates your employment for cause (as defined on
Attachment A) or for breach of Company policy or for performance related
reasons, you will be required to repay the Company an amount equal to (A) 350,000
USD multiplied by (B) (24 minus the number of fully or partially completed
months of employment since your date of hire) divided by 24.


 


You
will be recommended for an option to purchase 450,000 Common Shares of the
Company, subject to federal and state securities law restrictions, and further
subject to Board-level approval.  The grant of these options (the “Grant A”)
shall be effective on the date Marvell’s Executive Compensation Committee meets
to approve such grant, and the exercise price per share of such grant shall
also be determined on such date.  Such Grant A shall vest at the rate of
1/5th of the number of shares subject to Grant A after the first year of
employment with the Company and 1/60th of the number of shares
subject to Grant A for each full month of employment with the Company
thereafter over the next four (4) years.


 


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In
addition to Grant A, you will be recommended for a performance-based option to
purchase 200,000 Common Shares of the Company subject to federal and state
securities law restrictions and further subject to Board-level approval. The
grant of these options (the “Grant B”) shall be effective on the date Marvell’s
Executive Compensation Committee meets to approve such grant.  The exercise price of such options shall be
equal to the closing price of a share of the Company’s stock on such date.  Such Grant B shall vest as outlined in
Attachment A.


 


Should
there be a Change of Control as such term is defined in the Company’s 1995
Stock Option Plan, and, [A] within the twelve (12) month period beginning on
the date of the consummation of the Change of Control (1) you are terminated
by the Company other than for cause (as defined on Attachment B), or (2) you resign for “Good
Reason” as that term is defined below; or [B] you terminate
employment within 30 days after being removed from the office of Chief
Financial Officer of the ultimate parent corporation of the surviving entity,
your sign-on bonus repayment obligation, if then in effect, will be forgiven,
and all of the stock options that would have vested in the one-year period
following the termination shall immediately vest and you will receive a lump
sum payment equal to twelve (12) months of your then-current base salary and
target incentive payments.


 


“Good
Reason” is defined as any of the following: (a) the assignment 
to you of any duties inconsistent with your position, duties, responsibilities,
reporting requirement, and status with the Company, (b) the material diminishment
of your duties, responsibilities, or authority, (c) a reduction of more
than 10% in the rate of pay you were receiving, even if a similar reduction
applies generally to other executive officers of the company, (d) a reduction of less than 10% in the rate of
pay you were receiving, unless a similar reduction applies generally to other
executive officers of the company, (e) a material
reduction of any benefits, perquisites, pensions, life or medical insurance or
disability plans, other than a reduction that is generally applicable to other
executive officers of the company, or (f) any relocation of your place of
employment more than 50 miles from the current location.


 


Notwithstanding
anything in this agreement to the contrary, should your employment with Marvell
be terminated for cause (as defined on Attachment B), you will receive no
further cash payments beyond those you would ordinarily be entitled to through
the date of termination, your stock option vesting will cease on your
termination date and you will forfeit all rights to any portion of Grant A and
Grant B that was unvested on your termination date.


 


Should
your employment with Marvell be terminated by the Company without cause (as
defined on Attachment B), or by you for Good Reason, you will be paid within
thirty days of your termination date, a lump sum payment equal to twelve (12)
months of your then-current base salary and target incentive payments and you
will not be required to work further.  In
addition, any remaining unvested portion of your Grant A that would have vested
in the one-year period following your termination shall immediately vest.  For avoidance of doubt, no equity awards other
than Grant A will have accelerated vesting upon a termination without
cause.  However, should you decide to
voluntarily terminate your employment without Good Reason, you will receive no
further salary or incentive payments beyond those you would ordinarily be
entitled to through the date of termination, all equity award vesting will
cease on your termination date and you will forfeit all rights to any portion
of any equity award that was unvested on your termination date.


 


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The receipt of any severance
or other benefits will be subject to you signing and not revoking a standard separation
agreement and mutual release of claims. 
For this purpose, the standard separation agreement and mutual release
of claims must be signed by you and returned to the Company within the period
specified in the agreement and in no event later than two and one-half (21⁄2)
months following the end of the calendar year in which your termination of
employment occurs.  No severance or other
benefits will be paid or provided until the standard separation agreement and
release agreement becomes effective and non-revocable.


 


Mr. Hosein
shall be allowed to serve on up to two public company boards while employed at
the Company. It is understood that Mr. Hosein is currently serving on the
Board of Cree Inc., a publicly traded company in the state of North Carolina
and will continue to do so while employed at the Company. It is also understood
that at some point in the future Mr. Hosein may serve on one other public
company board, subject to the approval of the Company, such approval not to be
unreasonably withheld.


 


To the extent (i) any payments to which you
become entitled under this letter, or any agreement or plan referenced herein,
in connection with your termination of employment with the Company constitute
deferred compensation subject to Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), (ii) such payments are not to be paid on
the dates previously scheduled under this letter (or any agreement or plan
referenced herein) absent the termination of your employment with
Company, and (iii) you are deemed at the time of such termination of
employment to be a “specified employee” within the meaning of Section 409A
of the Code, and the applicable treasury regulations and guidance issued
thereunder and Company’s policies for determining specified employees (“Section 409A”),
then such payment or payment shall not be made or commence until the earliest of (i) the expiration of the six (6)-month
period measured from the date of your “separation from service” (as such term
is at the time defined in Section 409A of the Code) with Company; or (ii) the
date of your death following such “separation from service”; provided,
however, that such deferral shall only be effected to the extent
required to avoid adverse tax treatment to you, including (without
limitation) the additional twenty percent (20%) tax for which you
would otherwise be liable under Section 409A(a)(1)(B) of the Code in
the absence of such deferral.  Upon the
expiration of the applicable deferral period, any payments which would have
otherwise been made during that period (whether in a single sum or in
installments) in the absence of this paragraph shall be paid to you or
your beneficiary in one lump sum.


 


In addition, the Company will provide you with an indemnification
agreement.  The Form of Indemnification
Agreement attached hereto as Attachment C.


 


In
accordance with the Immigration Reform and Control Act of 1986, it will be
necessary for you to submit documents to Human Resources evidencing both your
employment authorization and identity within three (3) business days of
your date of hire.  Acceptable documents include, but are not limited to:


 


·                  A valid driver’s
license and social security card, or


·                  A passport
(current or expired), and


·                  Immigration and
Naturalization Service documents (if applicable).


 


Your
employment with the Company is at the mutual consent of you, the employee and
the Company, the employer.  Your employment with the Company is
at-will.  Subject to the terms and
conditions of this letter, either you or the Company may terminate your
employment at any 


 


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time
and for any or no reason.  The at-will
nature of your employment may only be changed by a written agreement signed by
the CEO and delivered to the Board.


 


During
your employment, you will be subject to all employment policies the Company has
or adopts applicable to the relevant population.


 


Please
note your offer is contingent upon:


 


·                  Successful
completion of a routine background investigation and reference checks;


·                  The Company’s
receipt of a signed Confidential Information and Invention Assignment Agreement
from you; and


·                  Completion of
visa and license requirements, if applicable, as set forth above.


 


Marvell
Semiconductor, Inc. is an exciting company whose mission is to be the
leading provider of high performance and high value-add, mixed-signal
integrated circuits for the computer, storage, communications and multimedia
markets.  We look forward to your acceptance of this offer as we believe
you will be an important addition to our team in achieving our near and long
term objectives.


 


This
letter (if accepted) and Attachments A, B and C constitute the entire agreement
between you and the Company regarding the terms of your employment, and
supersedes any prior representations or agreements, whether written or oral,
concerning the terms of your employment. 
This letter may not be modified or amended except by a signed written
agreement.


 


This
offer expires one (1) week from the date of this letter.  To accept the offer, please sign below and
return the letter to Alice Young, Senior Manager, Staffing. The other copy of
this letter is for your records.


 


Sincerely,


 


	
  /s/
  Sehat Sutardja

  	
   

  



 


Sehat
Sutardja


Chairman,
President & CEO


 


Attachment
A – Vesting Plan for Grant B


Attachment
B – Definition of Cause


Attachment
C – Form of Indemnification Agreement


 


 


Accepted
By:


 


 


	
  /s/
  Clyde Hosein

  	
   

  	
  5-29-08

  	
   

  	
  6-23-08

  	
   

  
	
  Clyde
  Hosein

  	
  Date
  Signed

  	
  Start
  Date

  



 


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Attachment A


 


Vesting Plan for Grant B


 


The
vesting of Grant B performance-based stock options will occur as follows.


 


The
baseline earnings per share amount (the “Baseline EPS) will be calculated as
the cumulative EPS for the four consecutive fiscal quarters immediately
preceding the fiscal quarter in which you begin your employment with the
Company.


 


The
target earnings per share (the “Target EPS”) at which any portion of the Grant
B stock options will vest will be equal to two (2) times the Baseline EPS.


 


EPS
as defined herein shall be the Company’s Pro Forma EPS calculated by adjusting
diluted net income per share under generally accepted accounting principles (“GAAP
EPS”) for the impact of (i) non-cash stock-based compensation charges by
adding to GAAP EPS non-cash stock-based compensation expense recognized under
Statement of Financial Accounting Standard No. 123 (R) (“SFAS 123R”),
and (ii) non-cash charges associated with purchase accounting and other
write-off related expenses by adding to GAAP EPS amortization and write-off of
acquired intangible assets and other, and acquired in-process research and
development. The Pro Forma EPS will be proportionately adjusted by the
Executive Compensation Committee for any stock split, reverse stock split,
stock dividend, share combination, recapitalization or similar event effected
subsequent to the date of grant.


 


The
Grant B stock options will be divided into five (5) separate and equal
annual performance segments (each a “Segment”) of 40,000 unvested options,
numbered as follows:


 


·                  Segment 1


·                  Segment 2


·                  Segment 3


·                  Segment 4


·                  Segment 5


 


There
will be five (5) separate sequential performance periods, each consisting
of four (4) consecutive fiscal quarters (each a “Performance Period”),
numbered as follows:


 


·                  Performance Period 1


·                  Performance Period 2


·                  Performance Period 3


·                  Performance Period 4


·                  Performance Period 5


 


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Performance
Period 1 will be the four consecutive fiscal quarters immediately following the
fiscal quarter in which you begin your employment with the Company.  Performance Period 2 will be the four
consecutive fiscal quarters immediately following Performance Period 1, and so
on.


 


For
each Performance Period, we will calculate the cumulative EPS during those four
(4) fiscal quarters.  These actual
performance-period EPS amounts (each an “Actual EPS”) will be numbered as
follows:


 


·                  Actual EPS 1


·                  Actual EPS 2


·                  Actual EPS 3


·                  Actual EPS 4


·                  Actual EPS 5


 


If
the Actual EPS for any identically numbered Performance Period is greater
than or equal to the Target EPS, the identically numbered Segment options
shall vest immediately.


 


Example
for Performance Period 1:


 


Target
EPS = $0.40


Actual
EPS 1 = $0.45


Since
$0.45 > $0.40, 40,000 Segment 1 options will vest immediately.


 


If
the Actual EPS for any identically numbered Performance Period is less than
the Target EPS, the identically numbered Segment options shall not vest
immediately, but shall be added to the unvested Segment options of the next
higher numbered Segment.


 


Example
for Performance Period 2:


 


Target
EPS = $0.40


Actual
EPS 2 = $0.35


Since
$0.35 < $0.40, 40,000 Segment 2 options will not vest, but will be added to
the 40,000 unvested options in Segment 3.


 


Following
the completion of Performance Period 1, the new number of unvested
performance-based stock options in any Segment numbered 2 or greater will
therefore be equal to 40,000 plus the cumulative number of performance-based
stock options from the preceding Performance Periods that remain unvested.


 


Example
for Performance Period 3 (building on the prior examples for Performance Period
1 and Performance Period 2):


 


The
number of unvested performance-based stock options in Segment 3 equals:


 


40,000
plus


 


·                  0 from Segment 1, since those options vested as a
result of having met the Target EPS for Performance Period 1, plus


·                  40,000 from Segment 2, since those options did not
vest as a result of not having met or exceeded the Target EPS for Performance
Period 2,


 


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for a
new total number of unvested performance-based stock options in Segment 3 of
80,000.


 


At
the conclusion of Performance Period 5, any unvested performance-based stock
options that remain unvested as a result of not having met or exceeded the
Target EPS during that Performance Period shall vest only in the event that the
cumulative EPS for the four (4) consecutive fiscal quarters immediately
following Performance Period 5 equals or exceeds the Target EPS; otherwise such
remaining unvested performance-based stock options shall immediately expire.


 


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Attachment B


 


Definition of Cause


 


For purposes of this letter, “cause” will mean:


 


(i)    Your willful and continued failure to
perform the duties and responsibilities customary of your position after you
have been delivered a written demand for performance from the Company’s Chief
Executive Officer which describes the basis for his belief that you have not
substantially performed your duties and provides you with ninety (90) days to
take corrective action;


 


(ii)   Any act of personal and intentional dishonesty
taken by you in connection with your responsibilities as an employee of the
Company with the intention or reasonable expectation that such action may
result in your substantial personal enrichment;


 


(iii)  Your conviction of, or plea of nolo contendere
to, a felony that the Board reasonably believes has had or will have a material
detrimental effect on the Company’s reputation or business;


 


(iv)  A breach of any fiduciary duty owed to the
Company by you that has a material detrimental effect on the Company’s
reputation or business;


 


(v)   You being found liable in any Securities and
Exchange Commission or other civil or criminal securities law action or
entering any cease and desist order with respect to such action (regardless of
whether or not you admit or deny liability);


 


(vi)  You (A) obstructing or impeding; (B) endeavoring
to influence, obstruct or impede, or (C) failing to materially cooperate
with, any investigation authorized by the Board or any governmental or
self-regulatory entity (an “Investigation”). 
However, your failure to waive attorney-client privilege relating to
communications with your own attorney in connection with an Investigation will
not constitute “cause”; or


 


(vii) Your disqualification or bar by any
governmental or self-regulatory authority from serving in the capacity
contemplated by this letter or your loss of any governmental or self-regulatory
license that is reasonably necessary for you to perform your responsibilities
to the Company under this letter, if (A) the disqualification, bar or loss
continues for more than thirty (30) days, and (B) during that period the
Company uses its good faith efforts to cause the disqualification or bar to be
lifted or the license replaced.


 


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Attachment C


 


Form of Indemnification Agreement


 


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