Exhibit 10.5


 


AMENDMENT TO THE MARVELL TECHNOLOGY GROUP LTD.

AMENDED 2000 EMPLOYEE STOCK PURCHASE PLAN


 


The
Marvell Technology Group Ltd. Amended 2000 Employee Stock Purchase Plan (the “Plan”)
is hereby amended effective May 30, 2007. as follows:


 


I.                 Section 4(b) of
the Plan is amended to provide in its entirety as
follows:


 


‘‘(b) a new Offering Period shall begin on each June 8 and December 8
while this Plan is in effect;”


 


2.               Section 5
of the Plan is amended to add the following subsection (e) at the end thereof:


 


“(e) Notwithstanding
any provision of the Plan to the.contrary,
each eligible Employee (determined pursuant to Section 3) shall be
automatically enrolled in the Offering Period commencing on June 8, 2007 (the “June 8
Offering Period”); provided, however, that each eligible Employee who was
automatically enrolled in the Offering Period that commenced on December 8,
2006, shall continue to be enrolled in that Offering Period, subject to the
provisions of Sections 5(c) and (d) and Section 10 of the Plan.
Each Participant who is enrolled in the June 8 Offering
Period will be entitled to continue to participate in such Offering Period only
if the Participant completes a subscription agreement, in such form as the
Administrator may approve, authorizing Payroll deductions to commence after the
S-8 Effective Date and delivers it to the Administrator (i) no earlier
than the S-8 Effective Date and (ii) no later than the last day of the
Enrollment Window. A Participant who is enrolled in the June 8 Offering Period
and who fails to submit during the Enrollment Window a subscription agreement authorizing
the commencement of Payroll deductions will be automatically terminated from
participation in the June 8 Offering Period.”


 


3.               Section 6(b) of
the Plan is amended to provide in its entirety as follows:


 


“(b) A
Participant’s Payroll deductions shall be credited to his or her account under
this Plan. A Participant may not make any additional payments into his or her
account. Notwithstanding the foregoing, effective for the December 8
Offering Period and the June 8 Offering Period, a Participant may, on such terms and
conditions as the Administrator may prescribe, make a payment to
his or her account under the Plan in an amount not to exceed
the aggregate Payroll deductions that would have been made for that Offering
Period, based on the Payroll deduction rate authorized by the Participant in
the Participant’s subscription agreement filed during the Enrollment
Window, during the period of time beginning on June 8, 2007, and
ending on the S-8 Effective Date. Such payment, if administratively feasible,
must be made by check within, thirty (30) days of the S-8 Effective Date and in
accordance with such other terms and conditions prescribed by
the Company.”


 


4.               Section 8(a) of
the Plan is amended to provide in its entirety as follows:


 

















 


“(a) The Administrator shall establish one or more
Purchase Dates for each Offering Period. Unless otherwise determined by the
Administrator, each June 7 and December 7 in an Offering Period shall
be a Purchase Date.”