Exhibit
10.20


 


MARVELL
TECHNOLOGY GROUP LTD.


AMENDED
& RESTATED 1995 STOCK OPTION PLAN


RESTRICTED
STOCK AGREEMENT


 


SECTION 1.         PAYMENT
FOR SHARES.


 


No payment is required for the shares that you are
receiving.


 


SECTION 2. GOVERNING PLAN.


 


The shares that you are receiving are granted
pursuant and subject in all respects to the applicable provisions of the Marvell
Technology Group Ltd. Amended & Restated 1995 Stock Option Plan (the “Plan”),
which is incorporated herein by reference. Terms not otherwise defined in this
Agreement have meanings ascribed to them in the Plan.


 


SECTION 3.         VESTING.


 


The shares that you are receiving will vest in
installments, as shown in the Notice of Restricted Stock Award.


 


No additional shares vest after your service as an
Employee or a Consultant has terminated for any reason.


 


SECTION 4.         SHARES
RESTRICTED.


 


Unvested shares will be considered “Restricted
Shares.” You may not sell, transfer, pledge or otherwise dispose of Restricted
Shares without the written consent of the Company, except as provided in the
next sentence. You may transfer Restricted Shares to your spouse, children or
grandchildren or to a trust established by you for the benefit of yourself or
your spouse, children or grandchildren. However, a transferee of Restricted
Shares must agree in writing on a form prescribed by the Company to be bound by
all provisions of this Agreement.


 


SECTION 5.         FORFEITURE.


 


If your service terminates for any reason, then your
shares will be forfeited to the extent that they have not vested before the
termination date and do not vest as a result of termination. This means that
the Restricted Shares will immediately revert to the Company. You receive no
payment for Restricted Shares that are forfeited. The Company determines when
your service terminates for this purpose.


 


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SECTION 6.         LEAVES
OF ABSENCE, TRANSFER, CHANGE IN STATUS AND PART-TIME WORK.


 


For purposes of this award, your service does not
terminate when you (i) go on any leave of absence approved by the Company; (ii)
transfer between locations of the Company or between the Company, a Subsidiary
or any successor; or (iii) change your status from an Employee to Consultant to
Outside Director or from Consultant to Outside Director or Employee. But your service
terminates when the approved leave ends, unless you immediately return to
active work.


 


If you go on a leave of absence, then the vesting
schedule specified in the Notice of Restricted Stock Award may be adjusted in
accordance with the Company’s leave of absence policy or the terms of your
leave. If you commence working on a part-time basis, then the vesting schedule
specified in the Notice of Restricted Stock Award may be adjusted in accordance
with the Company’s part-time work policy or the terms of an agreement between
you and the Company pertaining to your part-time schedule.


 


SECTION 7.         STOCK
CERTIFICATES.


 


The certificates for Restricted Shares have stamped
on them a special legend referring to the forfeiture restrictions. In addition
to or in lieu of imposing the legend, the Company may hold the certificates in
escrow. As your vested percentage increases, you may request (at reasonable
intervals) that the Company release to you a non-legended certificate for your
vested shares.


 


SECTION 8.         SHAREHOLDER
RIGHTS.


 


During the period of time between the date of grant
and the date the shares become vested, you shall have all the rights of a
shareholder with respect to the shares except for the right to transfer the shares,
as set forth in Section 4. Accordingly, you shall have the right to vote the
shares and to receive any cash dividends paid with respect to the shares.


 


SECTION 9. WITHHOLDING TAXES.


 


No stock certificates will be released to you unless
you have made acceptable arrangements to pay withholding taxes that may be due
as a result of this award or the vesting of the shares. With  the Company’s consent, these arrangements may
include (a) withholding shares of Company stock that otherwise would be
delivered to you when they vest or (b) surrendering shares that you previously
acquired. The fair market value of the shares you surrender, determined as of
the date when taxes otherwise would have been withheld in cash, will be applied
as credit against the withholding taxes.


 


SECTION 10. RESTRICTIONS ON RESALE.


 


You agree not to sell any shares at a time when
applicable laws, Company policies or an agreement between the Company and its
underwriters prohibit a sale. This restriction will apply as long as your service
continues and for such period of time after the termination of your service as
the Company may specify.


 


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SECTION 11. NO RETENTION RIGHTS.


 


Your award or this Agreement does not give you the
right to be employed or retained by the Company or a subsidiary of the Company
in any capacity. The Company and its subsidiaries reserve the right to
terminate your service at any time, with or without cause.


 


SECTION 12. ADJUSTMENTS.


 


In the event of a stock split, a stock dividend or a
similar change in Company stock, or a merger or a reorganization of the
Company, the forfeiture provision of Section 5 will apply to all new,
substitute or additional securities or other properties to which you are
entitled by reason of your ownership of the shares.


 


SECTION 13. THE PLAN AND OTHER
AGREEMENTS.


 


The text of this Plan is incorporated in this
Agreement by reference. This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this award. Any prior agreements,
commitments or negotiations concerning this award are superseded. This
Agreement may be amended only by another written agreement between the parties.


 


SECTION 14. SUCCESSORS AND ASSIGNS.


 


The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by, the Company’s successors and
assigns. Your rights and obligations under this Agreement may only be assigned
with the prior written consent of the Company.


 


SECTION 15. NOTICE.


 


Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon
the earliest of personal delivery, receipt or the third full day following
deposit in the United States Post Office with postage and fees prepaid,
addressed to the other party hereto at the address last known or at such other
address as such party may designate by ten (10) days’ advance written notice to
the other party hereto.


 


SECTION 16. NO ORAL MODIFICATION.


 


No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.


 


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