Exhibit 10.2


MARVELL TECHNOLOGY GROUP,
LTD.


2007
DIRECTOR STOCK INCENTIVE PLAN


NOTICE OF GRANT OF STOCK
OPTION — INITIAL OPTION AWARD


Unless otherwise defined herein, the terms defined in
the Marvell Technology Group, Ltd. 2007 Director Stock Incentive Plan (the “Plan”)
will have the same defined meanings in this Notice of Grant of Stock Option
(the “Notice of Grant”) and Terms and Conditions of Stock Option Grant,
attached hereto as Exhibit A (together, the “Agreement”).




	
  Participant:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  






 


Participant has been granted an Option to purchase
Common Stock of the Company, subject to the terms and conditions of the Plan
and this Agreement, as follows:




	
  Grant Number

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
   

  
	
  Vesting Commencement Date

  	
   

  	
   

  
	
  Number of Shares Granted

  	
   

  	
  50,000

  
	
  Exercise Price per Share

  	
   

  	
  $

  
	
  Total Exercise Price

  	
   

  	
  $

  
	
  Type of Option

  	
   

  	
  Nonstatutory
  Stock Option

  
	
  Term/Expiration Date

  	
   

  	
   

  






 


                Vesting
Schedule:


                Subject
to accelerated vesting as set forth below or in Section(s) 5(g) and 18 of the
Plan, this Option will be exercisable, in whole or in part, in accordance with
the following schedule:


                One-third (1/3rd)
of the Shares subject to the Option will vest on the the one-year anniversary
of the Date of Grant (or on the last day of such month, if there is


 


 


 

















 


 


no corresponding date); an additional one-third (1/3rd) of
the Shares subject to the Option will vest on the second annual anniversary of
the Date of Grant thereafter (or on the last day of such month, if there is no
corresponding date); and a final one-third (1/3rd) of the Shares
subject to the Option will vest on the third annual anniversary of the Date of
Grant thereafter (or on the last day of such month, if there is no
corresponding date); provided that the Outside Director continues to serve as a
Service Provider through each applicable vesting date.


Termination Period:


This Option will be exercisable for ninety (90) days after Participant
ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option will be exercisable for six (6)
months after Participant ceases to be a Service Provider.  Notwithstanding the foregoing, in no event
may this Option be exercised after the Term/Expiration Date as provided above
and may be subject to earlier termination as provided in Section 20(c) of the
Plan.


By Participant’s signature and the signature of the
Company’s representative below, Participant and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan
and this Agreement.  Participant has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and Agreement.  Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Agreement.  Participant further agrees to notify the
Company upon any change in the residence address indicated below.




	
  PARTICIPANT

  	
   

  	
  MARVELL TECHNOLOGY GROUP LTD.

  
	
   

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


 


 


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EXHIBIT A


TERMS AND
CONDITIONS OF STOCK OPTION GRANT


1.             Grant.  The
Company hereby grants to the Participant named in the Notice of Grant (the “Participant”)
an option (the “Option”) to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per Share set forth in the Notice of
Grant (the “Exercise Price”), subject to all of the terms and conditions in
this Agreement and the Plan, which is incorporated herein by reference.  Subject to Section 20(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the Plan will
prevail.


2.             Vesting Schedule. 
Except as provided in Section 3, the Option awarded by this Agreement
will vest in accordance with the vesting provisions set forth in the Notice of
Grant.  Shares scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Agreement, unless
Participant will have been continuously a Service Provider from the Date of
Grant until the date such vesting occurs.


3.             Administrator Discretion.  The Administrator, in its discretion, may
accelerate the vesting of an Option granted to a Participant who will not stand
for reelection.  If so accelerated, such Option
will be considered as having vested as of the date specified by the
Administrator.


4.             Exercise of Option.  This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Agreement.


                This Option is exercisable by delivery of an exercise
notice, in the form attached as Exhibit B (the “Exercise Notice”) or in
a manner and pursuant to such procedures as the Administrator may determine,
which will state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. 
The Exercise Notice will be completed by Participant and delivered to
the Company.  The Exercise Notice will be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares together with any applicable tax withholding.  This Option will be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price.


5.             Method of Payment.  Payment of the aggregate Exercise Price will
be by any of the following, or a combination thereof, at the election of
Participant:


(a)           cash;


(b)           check;


(c)           other
Shares, provided that such Shares have a Fair Market Value on the date of
surrendar equal to the aggregate exercise or purchase price of the Shares as to
which such Option


 


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shall be exercised and
and provided that accepting such Shares, in the sole discretion of the
Administrator, shall not result in any adverse accounting consequences to the
Company;


(d)           consideration
received by the Company under a broker-assisted (or other) cashless exercise
program adopted by the Company in connection with the Plan;


(e)           such other consideration and method
of payment for the issuance of Shares to the extent permitted by Applicable
Laws; or


(f)            any combination of the foregoing
methods of payment.


6.             Tax Obligations.


(a)           Withholding
of Taxes.  Notwithstanding
any contrary provision of this Agreement, no certificate representing the
Shares will be issued to Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by
Participant with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such Shares.  To the extent determined appropriate by the
Company in its discretion, it will have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant.  If
Participant fails to make satisfactory arrangements for the payment of any
required tax withholding obligations hereunder at the time of the Option
exercise, Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.


(b)           Code Section
409A.  Under Code Section 409A, an
option that vests after December 31, 2004 that was granted with a per Share
exercise price that is determined by the Internal Revenue Service (the “IRS”)
to be less than the Fair Market Value of a Share on the date of grant (a “Discount
Option”) may be considered “deferred compensation.”  A Discount Option may result in (i) income
recognition by Participant prior to the exercise of the option, (ii) an
additional twenty percent (20%) federal income tax, and (iii) potential penalty
and interest charges.  The Discount
Option may also result in additional state income, penalty and interest charges
to the Participant.  Participant
acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per Share exercise price of this Option equals or exceeds the Fair
Market Value of a Share on the Date of Grant in a later examination.  Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than
the Fair Market Value of a Share on the date of grant, Participant will be
solely responsible for Participant’s costs related to such a determination.


7.             Rights as Shareholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a shareholder
of the Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
Participant.  After such issuance,
recordation and delivery, Participant will have all the rights of a shareholder
of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.


 


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8.             No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A DIRECTOR OR OTHER SERVICE PROVIDER OR NOMINATION TO SERVE
AS A DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR
THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE
PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


9.             Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company at Marvell
Technology Group, Ltd.,
5488 Marvell Lane, Santa Clara, CA 95044 or at such other address as the
Company may hereafter designate in writing.


10.          Grant is Not Transferable.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant.


11.          Binding Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


12.          Additional Conditions to Issuance of Stock. 
If at any time the Company will determine, in its discretion, that the
listing, registration or qualification of the Shares upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to
the issuance of Shares to Participant (or his or her estate), such issuance
will not occur unless and until such listing, registration, qualification,
consent or approval will have been effected or obtained free of any conditions
not acceptable to the Company.  The
Company will make all reasonable efforts to meet the requirements of any such
state or federal law or securities exchange and to obtain any such consent or
approval of any such governmental authority. 
Assuming such compliance, for income tax purposes the Exercised Shares
will be considered transferred to Participant on the date the Option is exercised
with respect to such Exercised Shares.


13.          Plan Governs.  This
Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern. 
Capitalized terms used and not defined in this Agreement will have the
meaning set forth in the Plan.


 


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14.          Administrator Authority.  The
Administrator will have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares
subject to the Option have vested).  All
actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. 
No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
this Agreement.


15.          Electronic Delivery.  The Company
may, in its sole discretion, decide to deliver any documents related to Options
awarded under the Plan or future Options that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


16.          Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


17.          Agreement Severable.  In the event
that any provision in this Agreement will be held invalid or unenforceable,
such provision will be severable from, and such invalidity or unenforceability
will not be construed to have any effect on, the remaining provisions of this
Agreement.


18.          Modifications to the Agreement. 
This Agreement constitutes the entire understanding of the parties on
the subjects covered.  Participant
expressly warrants that he or she is not accepting this Agreement in reliance
on any promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement
or the Plan can be made only in an express written contract executed by a duly
authorized officer of the Company.  Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Participant, to comply with Code
Section 409A or to otherwise avoid imposition of any additional tax or income
recognition under Code Section 409A in connection to this Option.


19.          Amendment, Suspension and Termination
of the Plan.  By accepting this
Award, Participant expressly warrants that he or she has received an Option
under the Plan, and has received, read and understood a description of the
Plan.  Participant understands that the
Plan is discretionary in nature and may be amended, suspended and terminated by
the Company at any time.


20.          Governing Law.  This
Agreement will be governed by the laws of the State of California, without giving effect to the conflict
of law principles thereof.  For purposes
of litigating any dispute that arises under this Option or this Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in
the courts of Santa Clara County, California, or the federal courts for the United States
for the Northern District of California, and no other courts, where this Option is made
and/or to be performed.


 


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EXHIBIT
B


MARVELL TECHNOLOGY GROUP,
LTD.


2007
DIRECTOR STOCK INCENTIVE PLAN


EXERCISE NOTICE


Marvell Technology Group,
Ltd.


5488
Marvell Lane


Santa
Clara, CA 95044


 


Attention:                          


 


1.             Exercise
of Option.  Effective as of today,                      ,
            , the
undersigned (“Purchaser”) hereby elects to purchase                         
shares (the “Shares”) of the Common Stock of Marvell Technology Group,
Ltd. (the “Company”)
under and pursuant to the 2007 Director Stock Incentive Incentive Plan (the “Plan”)
and the Stock Option Agreement dated               
(the “Agreement”).  The purchase price
for the Shares will be $                     ,
as required by the Agreement.


2.             Delivery
of Payment.  Purchaser herewith
delivers to the Company the full purchase price of the Shares and any required tax
withholding to be paid in connection with the exercise of the Option.


3.             Representations
of Purchaser.  Purchaser acknowledges
that Purchaser has received, read and understood the Plan and the Agreement and
agrees to abide by and be bound by their terms and conditions.


4.             Rights
as Shareholder.  Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or
receive dividends or any other rights as a shareholder will exist with respect
to the Shares subject to the Option, notwithstanding the exercise of the
Option.  The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date of issuance.


5.             Tax
Consultation.  Purchaser understands
that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. 
Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


6.             Entire
Agreement; Governing Law.  The Plan
and Agreement are incorporated herein by reference.  This Exercise Notice, the Plan and the
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior


 


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undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser’s interest except by
means of a writing signed by the Company and Purchaser.  This agreement is governed by the internal
substantive laws, but not the choice of law rules, of the State of California.


 


	
  Submitted by:

   

  	
   

  	
  Accepted
  by:

  
	
  PURCHASER

   

  	
   

  	
  MARVELL
  TECHNOLOGY GROUP LTD.

   

  
	
   

   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

   

  	
   

  	
   

  
	
  Print
  Name

   

  	
   

  	
  Title

  
	
  Address:

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  
	
   

  	
   

  	
   

   

  
	
   

  	
   

  	
  Date
  Received

  



 


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