EX-10.1



 Exhibit 10.1 

MARVELL TECHNOLOGY GROUP LTD. 

EXECUTIVE PERFORMANCE INCENTIVE PLAN 

(Effective April 16, 2015) 







 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
		
	SECTION 1 BACKGROUND, PURPOSE AND DURATION	  	 	1	  
				
		 	1.1	 	    Effective Date	  	 	1	  
		 	1.2	 	    Purpose of the Plan	  	 	1	  
		
	SECTION 2 DEFINITIONS	  	 	1	  
				
		 	2.1	 	    “Actual Award”	  	 	1	  
		 	2.2	 	    “Affiliate”	  	 	1	  
		 	2.3	 	    “Base Salary”	  	 	1	  
		 	2.4	 	    “Board”	  	 	2	  
		 	2.5	 	    “Change in Control”	  	 	2	  
		 	2.6	 	    “Code”	  	 	2	  
		 	2.7	 	    “Committee”	  	 	2	  
		 	2.8	 	    “Company”	  	 	2	  
		 	2.9	 	    “Determination Date”	  	 	2	  
		 	2.10	 	    “Disability”	  	 	2	  
		 	2.11	 	    “Employee”	  	 	3	  
		 	2.12	 	    “Fiscal Year”	  	 	3	  
		 	2.13	 	    “Maximum Award”	  	 	3	  
		 	2.14	 	    “Participant”	  	 	3	  
		 	2.15	 	    “Payout Formula”	  	 	3	  
		 	2.16	 	    “Performance Goals”	  	 	3	  
		 	2.17	 	    “Performance Period”	  	 	3	  
		 	2.18	 	    “Plan”	  	 	3	  
		 	2.19	 	    “Target Award”	  	 	3	  
		 	2.20	 	    “Termination of Employment”	  	 	4	  
		
	SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS	  	 	4	  
				
		 	3.1	 	    Performance Goals	  	 	4	  
		 	3.2	 	    Selection of Participants	  	 	5	  
		 	3.3	 	    Determination of Performance Goals	  	 	5	  
		 	3.4	 	    Determination of Target Awards	  	 	5	  
		 	3.5	 	    Determination of Payout Formula	  	 	5	  
		 	3.6	 	    Date for Determinations	  	 	5	  
		 	3.7	 	    Determination of Actual Awards	  	 	6	  
		
	SECTION 4 PAYMENT OF AWARDS	  	 	6	  
				
		 	4.1	 	    Right to Receive Payment	  	 	6	  
		 	4.2	 	    Timing of Payment	  	 	6	  
		 	4.3	 	    Form of Payment	  	 	6	  
		 	4.4	 	    Termination of Employment	  	 	7	  


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	 	 	  	Page	 
		
	SECTION 5 ADMINISTRATION	  	 	7	  
				
		 	5.1	 	    Committee is the Administrator	  	 	7	  
		 	5.2	 	    Committee Authority	  	 	7	  
		 	5.3	 	    Decisions Binding	  	 	7	  
		 	5.4	 	    Delegation by the Committee	  	 	8	  
		
	SECTION 6 GENERAL PROVISIONS	  	 	8	  
				
		 	6.1	 	    Tax Withholding	  	 	8	  
		 	6.2	 	    No Effect on Employment	  	 	8	  
		 	6.3	 	    Participation	  	 	8	  
		 	6.4	 	    Indemnification	  	 	8	  
		 	6.5	 	    Successors	  	 	9	  
		 	6.6	 	    Nontransferability of Awards	  	 	9	  
		
	SECTION 7 AMENDMENT, TERMINATION AND DURATION	  	 	9	  
				
		 	7.1	 	    Amendment, Suspension or Termination	  	 	9	  
		 	7.2	 	    Duration of the Plan	  	 	9	  
		
	SECTION 8 LEGAL CONSTRUCTION	  	 	10	  
				
		 	8.1	 	    Gender and Number	  	 	10	  
		 	8.2	 	    Severability	  	 	10	  
		 	8.3	 	    Requirements of Law	  	 	10	  
		 	8.4	 	    Governing Law	  	 	10	  
		 	8.5	 	    Captions	  	 	10	  
		 	8.6	 	    Code Section 409A	  	 	10	  


  
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 MARVELL TECHNOLOGY GROUP LTD. 

EXECUTIVE PERFORMANCE INCENTIVE PLAN 

SECTION 1 
 BACKGROUND,
PURPOSE AND DURATION 
 1.1 Effective Date. The Plan is effective April 16, 2015 (the “Effective Date”),
subject to approval by the shareholders of the Company at the 2015 Annual General Meeting of Shareholders of the Company. 
 1.2 Purpose
of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company’s objectives. The Plan’s
goals are to be achieved by providing Participants with the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as
performance-based compensation under Section 162(m) of the Code. 
 SECTION 2 

DEFINITIONS 
 The following
words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 
 2.1 “Actual
Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s
authority under Section 3.7 to eliminate or reduce the award otherwise determined by the Payout Formula. 
 2.2
“Affiliate” means a member of the Company’s “affiliated group,” as defined in Section 1504 of the Code (determined without regard to Section 1504(b) of the Code). 

2.3 “Base Salary” means as to any Performance Period, the Participant’s earned salary during the Performance Period.
Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans and Affiliate-sponsored plans. 







 2.4 “Board” means the Board of Directors of the Company. 

2.5 “Change in Control” means the occurrence of any of the following, in one or a series of related transactions: 

a. Change in ownership of the Company; 

b. Change in effective control of the Company; or 

c. Change in the ownership of a substantial portion of the Company’s assets (with an asset value change in ownership exceeding more than
50% of the total gross fair market value replacing the 40% default rule); 
 all as defined under Section 409A of the Code, the final
Treasury Regulations and the official Internal Revenue Service guidance thereunder (“Section 409A”). 
 2.6
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any
comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.7
“Committee” means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan. 
  

	 	2.8	“Company” means Marvell Technology Group Ltd. or any successor thereto. 

 2.9
“Determination Date” means a date within ninety (90) days following the commencement of any Performance Period, but in no event after twenty-five percent (25%) of the Performance Period has elapsed (or such other time as
may be required or permitted that will not jeopardize a Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m) of the Code). 

2.10 “Disability” means a permanent disability in accordance with a policy or policies established by the Committee (in its
discretion) from time to time. 

  
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 2.11 “Employee” means any employee of the Company or of an Affiliate, whether
such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. 
 2.12
“Fiscal Year” means the fiscal year of the Company. 
 2.13 “Maximum Award” means as to any Participant
for any Performance Period, $6,000,000. 
 2.14 “Participant” means as to any Performance Period, an Employee who has been
selected by the Committee for participation in the Plan for that Performance Period. 
 2.15 “Payout Formula” means as to
any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.5 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to
Participant. 
 2.16 “Performance Goals” shall have the meaning as set forth in Section 3.1 of the Plan. 

2.17 “Performance Period” means a Fiscal Year or such longer or shorter period as determined by the Committee in its sole
discretion. 
 2.18 “Plan” means the Marvell Technology Group Ltd. Executive Performance Incentive Plan, as set forth in
this instrument and as hereafter amended from time to time. 
 2.19 “Target Award” means the target award payable under the
Plan to a Participant for the Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in accordance with Section 3.4. 

  
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 2.20 “Termination of Employment” means a cessation of the employee-employer
relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding
any such termination where there is a simultaneous reemployment by the Company or an Affiliate. 
 SECTION 3 

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 

3.1 Performance Goals. The granting of awards pursuant to the Plan may be made subject to the attainment of goal(s) (or combined
goal(s)) determined by the Committee (in its discretion) relating to one or more business criteria within the meaning of Section 162(m) of the Code to be applicable to a Participant for a Target Award for a Performance Period
(“Performance Goals”). As determined by the Committee, the Performance Goals for any Target Award applicable to a Participant may provide for a targeted level or levels of achievement using one or more of the following measures:
attainment of research and development milestones, business divestitures and acquisitions, cash flow, customer retention or acquisition, business unit performance, earnings (which may include earnings before interest, taxes, depreciation or
amortization (EBITDA)), earnings per share, expense reduction, gross margin, growth with respect to any of the foregoing measures, market share, net income, new product development, operating income, operating margin, pre-tax profit, product release
timelines, productivity, return on capital employed, return on shareholder equity, return on sales, revenue, revenue growth, and total shareholder return. Performance Goals may differ from Participant to Participant, Performance Period to
Performance Period and from award to award. Any criteria used may be measured, as applicable, (i) in absolute terms; (ii) in relative terms over the passage of time and/or any measurement against other companies or financial or business or
stock index metrics particular to the Company); (iii) on a per share and/or share per capita basis; (iv) against the performance of the Company as a whole or against any Affiliate(s), or a particular segment(s), a business unit(s) or a
product(s) of the Company; (v) on a pre-tax or after-tax basis; and/or (vi) using an actual foreign exchange rate or on a foreign exchange neutral basis. Prior to the Determination Date, the Committee shall determine whether any element(s)
(for example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any
Performance Goal being measured on a basis other than generally accepted accounting principles). In all other respects, Performance Goals will be calculated in accordance with the Company’s financial statements, generally accepted accounting
principles, or under a methodology established by the Committee prior to or at the time of the issuance of an award and which is consistently applied with respect to a Performance Goal in the relevant Performance Period. The Committee will
appropriately adjust any evaluation of performance under a Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis
of financial conditions and results of operations appearing in the Company’s annual report to shareholders for the applicable year; or (ii) the effect of any changes in accounting principles affecting the Company’s or a business
units’ 

  
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reported results. In addition, the Committee will adjust any performance criteria, Performance Goal or other feature of an award that relates to or is wholly or partially based on the number of,
or the value of, any stock of the Company, to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares or other similar changes in such stock. 

3.2 Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants for any
Performance Period. The Committee, in its sole discretion, also may designate as Participants one or more individuals (by name or position) who are expected to become Employees during a Performance Period. Participation in the Plan is in the sole
discretion of the Committee, and shall be determined on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for
participation in any subsequent Performance Period. 
 3.3 Determination of Performance Goals. The Committee, in its sole discretion,
shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing. 

3.4 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant. Each
Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing. 

3.5 Determination of Payout Formula. On or prior to the Determination Date for a Performance Period, the Committee, in its sole
discretion, shall establish a Payout Formula for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the
Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level, and (d) provide for the payment of an Actual Award greater
than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, in no event shall a Participant’s Actual Award for any
Performance Period exceed the Maximum Award. 
 3.6 Date for Determinations. The Committee shall make all determinations under
Sections 3.2 through 3.5 on or before the Determination Date. 

  
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 3.7 Determination of Actual Awards. After the end of each Performance Period, the
Committee shall certify in writing (for example, in its meeting minutes) the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded, as determined by the Committee. A Participant
will be eligible to receive an Actual Award intended to qualify as performance-based compensation under Section 162(m) of the Code for a Performance Period only if the Performance Goals for such period are achieved. If the Performance Goals for
a Performance Period are not achieved, a Participant will not receive payment of any Actual Award based on such Performance Goals and will not receive a grant of any make-up Actual Award for such Performance Period or any other newly-granted Actual
Award for such Performance Period. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified in writing by the Committee. Notwithstanding any contrary
provision of the Plan, in determining the amounts earned by a Participant pursuant to an award intended to qualified as performance-based compensation under Section 162(m) of the Code, the Committee will have the right to (a) reduce or
eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period,
(b) determine what Actual Award, if any, will be paid in the event of a Termination of Employment as the result of a Participant’s death or Disability or upon a Change in Control or in the event of a Termination of Employment following a
Change in Control prior to the end of the Performance Period, and (c) determine what Actual Award, if any, will be paid in the event of a Termination of Employment other than as the result of a Participant’s death or Disability prior to a
Change in Control and prior to the end of the Performance Period to the extent an actual Award would have otherwise been achieved had the Participant remained employed through the end of the Performance Period. 

SECTION 4 
 PAYMENT OF
AWARDS 
 4.1 Right to Receive Payment. Each Actual Award that may become payable under the Plan shall be paid solely from the
general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Committee. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of
any right to payment of an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. 

4.2 Timing of Payment. Subject to Section 3.7, payment of each Actual Award shall be made as soon as administratively practicable
following the determination of the Actual Award payment. 
 4.3 Form of Payment. Each Actual Award shall be paid in cash (or its
equivalent) in a single lump-sum and/or in the form of an equity award, as determined in the sole discretion of the Committee. To the extent that the Committee determines that an Actual Award is payable in part or in full as an equity award


  
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instead of cash, the number of shares subject to such equity award will be determined subject to a conversion ratio, as determined in the sole discretion of the Committee. All equity awards will
be issued pursuant to the terms, conditions and procedures of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan as may be hereafter amended from time to time or any successor equity incentive plan that the Company may
adopt from time to time (the “Stock Plan”) and an award agreement thereunder; provided that any such equity award may be subject to service-based vesting. 

4.4 Termination of Employment. Except as permitted in Section 3.7, if a Participant incurs a Termination of Employment for any
reason prior to the date of payment of an Actual Award, such Participant shall not be entitled to an Award. 
 SECTION 5 

ADMINISTRATION 
 5.1
Committee is the Administrator. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) members of the Board. The members of the Committee shall be appointed from time to time by, and serve
at the pleasure of, the Board. Each member of the Committee shall qualify as an “outside director” under Section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken
by the Committee prior to such determination shall be valid despite such failure to qualify. Any member of the Committee may resign at any time by notice in writing mailed or delivered to the Secretary of the Company. As of the Effective Date of the
Plan, the Plan shall be administered by the Executive Compensation Committee of the Board. 
 5.2 Committee Authority. It shall
be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and sub-plans as are necessary or
appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and
(f) interpret, amend or revoke any such rules. 
 5.3 Decisions Binding. All determinations and decisions made by the Committee,
the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law. 

  
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 5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms
and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its authority and/or powers with
respect to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code. 
 SECTION 6

 GENERAL PROVISIONS 

6.1 Tax Withholding. The Company or an Affiliate, as determined by the Committee, shall withhold all applicable taxes from any Actual
Award, including any federal, state, local and other taxes. Notwithstanding the foregoing, to the extent an Actual Award is settled in whole or in part as an equity award pursuant to Section 4.3, the Committee shall provide for appropriate tax
withholding requirements in the applicable award agreement consistent with the terms of the Stock Plan. Further, the obligation of the Company to deliver shares will be subject to a Participant satisfying the tax withholding obligations described in
the preceding sentence. 
 6.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any way the right of the
Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates
(or between Affiliates) shall not be deemed a Termination of Employment. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to
when during or after a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect which such treatment might have upon him or her as a
Participant. 
 6.3 Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having
been so selected, to be selected to receive a future award. 
 6.4 Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from
any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any 

  
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award, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim,
action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter and/or organizational documents, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless. 
 6.5 Successors. All obligations of the Company and
any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business or assets of the Company or such Affiliate. 
 6.6
Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution. All rights with respect to an
award granted to a Participant shall be available during his or her lifetime only to the Participant. 
 SECTION 7 

AMENDMENT, TERMINATION AND DURATION 

7.1 Amendment, Suspension or Termination. The Board or the Committee, each in its sole discretion, may amend or terminate the Plan, or
any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Target Award theretofore granted to such
Participant. No award may be granted during any period of suspension or after termination of the Plan. 
 7.2 Duration of the Plan.
The Plan shall commence on the date specified herein, and subject to Section 7.1 (regarding the Board or the Committee’s right to amend or terminate the Plan), shall remain in effect until the 2020 Annual General Meeting of Shareholders.


  
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 SECTION 8 

LEGAL CONSTRUCTION 
 8.1
Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 

8.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

8.3 Requirements of Law. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as may be required. 
 8.4 Governing Law. The Plan and
all awards shall be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions. 

8.5 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of
the Plan. 
 8.6 Code Section 409A. It is intended that this Plan comply with, or be exempt from, Section 409A and any
ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. The Company and each Participant will work together in good faith to consider either (i) amendments to the Plan; or (ii) revisions to the Plan
with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to the Participant under Section 409A. In no event will the Company
reimburse a Participant for any taxes that may be imposed on the Participant as a result of Section 409A. 

  
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