Exhibit 10.19



 




EXHIBIT 10.19


MARVELL TECHNOLOGY GROUP LTD.



AMENDED



2000 EMPLOYEE STOCK PURCHASE
PLAN

(As amended through May 7, 2003)



     1.     Purpose. This Plan is intended to allow Employees of the Company and
its Designated
Subsidiaries to purchase Common Stock through accumulated Payroll deductions.


     2.     Defined Terms. The meanings of defined terms (generally, capitalized
terms) in this Plan
are provided in Section 23 (“Glossary”).


     3.     Eligibility.


          (a) Participation. Any person who is an Employee on an Offering Date
shall be eligible to participate in this Plan during the corresponding Offering
Period.



          (b) No Participation by Five-Percent Stockholders. Notwithstanding
Section 3(a), an Employee shall not participate in this Plan during an Offering
Period if immediately after the grant of a Purchase Right on the Offering Date,
the Employee (or any other person whose stock would be attributed to the
Employee under Section 424(d) of the Code) would own stock possessing five
percent or more of the total combined voting power or value of all classes of
stock of the Company or of any Subsidiary. For this purpose, an Employee is
treated as owning stock that he or she could purchase by exercise of Purchase
Rights or other options.



     4.     Offering Periods. Except as otherwise determined by the
Administrator:


          (a) the first Offering Period under this Plan shall begin on the first
business day before the effective date of a firmly underwritten initial public
offering of Common Stock and shall end on the last trading day of January of
the second succeeding calendar year;



          (b) a new Offering Period shall begin on the first business day of each
February and August while this Plan is in effect;



          (c) the duration of each Offering Period (other than the first Offering
Period) shall be 24 months (measured from the first business day of the first
month to the last business day of the 24th month); and



          (d) an Offering Period shall terminate on the first date that no
Participant is enrolled in it.



     5.     Participation.


          (a) An Employee may become a Participant in this Plan by completing a
subscription agreement, in such form as the Administrator may approve from time
to time, and delivering it to




 






 





the Administrator by 1 p.m. Pacific time on the applicable Offering Date,
unless another time for filing the subscription agreement is set by the
Administrator for all Employees with respect to a given Offering Period. The
subscription agreement shall authorize Payroll deductions pursuant to this Plan
and shall have such other terms as the Administrator may specify from time to
time.


          (b) At the end of an Offering Period, each Participant in the Offering
Period who remains an Employee shall be automatically enrolled in the next
succeeding Offering Period (a “Re-enrollment”) unless, in a manner and at a
time specified by the Administrator, but in no event later than 1 p.m. Pacific
time on the Offering Date of such succeeding Offering Period, the Participant
notifies the Administrator in writing that the Participant does not wish to be
re-enrolled. Re-enrollment shall be at the withholding percentage specified in
the Participant’s most recent subscription agreement. No Participant shall be
automatically re-enrolled whose participation has terminated by operation of
Section 10.



          (c) If the fair market value of the Common Stock on any Offering Date is
less it was on the first day of a then-concurrent Offering Period, each
Participant in the concurrent Offering Period shall automatically be withdrawn
from such concurrent Offering Period and shall become a Participant in the
commencing Offering Period. Participation shall be at the withholding
percentage specified in the Participant’s most recent (as of 1 p.m. Pacific
time on the
relevant Offering Date) subscription agreement. No Participant shall be
automatically re-enrolled whose participation in this Plan has terminated by
operation of Section 10.



     6.     Payroll Deductions.


          (a) Payroll deductions under this Plan shall be in whole percentages,
from a minimum of 1% up to a maximum (not to exceed 20%) established by the
Administrator from time to time, as specified by the Participant in his or her
subscription agreement in effect on the first day of an Offering Period.
Payroll deductions for a Participant shall begin with the first payroll payment
date of the Offering Period and shall end with the last payroll payment date of
the Offering Period, unless sooner terminated by the Participant as provided in
Section 10.



          (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.



          (c) A Participant may reduce his or her Payroll deductions by any whole
percentage (but not below 1%) at any time during an Offering Period, effective
15 days after the Participant files with the Administrator a new subscription
agreement authorizing the change. A Participant may change his or her Payroll
deductions during an Offering Period, effective the first business
day after a Purchase Date, by delivering a new subscription agreement
authorizing the change to the Administrator by 1 p.m. Pacific time on the
effective date of the increase.



     7.     Purchase Rights.


          (a) Grant of Purchase Rights. On the Offering Date of each Offering
Period, the Participant shall be granted a Purchase Right to purchase during
the Offering Period the number of shares of Common Stock determined by dividing
(i) $25,000 multiplied by the number of (whole or part)

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calendar years in the Offering Period by (ii) the fair market value of a share
of Common Stock on the Offering Date.


          (b) Terms of Purchase Rights. Except as otherwise determined by the
Administrator, each Purchase Right shall have the following terms:




		
	 	     (i) The per-share price of the shares subject to a Purchase Right
shall be 85% of the lower of the fair market values of a share of Common
Stock on (a) the Offering Date on which the Purchase Right was granted and
(b) the Purchase Date. The fair market value of the Common Stock on a given
date shall be the closing price as reported in the Wall Street Journal;
provided, however, that if there is no public trading of the Common Stock
on that date, then fair market value shall be determined by the
Administrator in its discretion.
	 
	 	     (ii) Payment for shares purchased by exercise of Purchase Rights
shall be made only through Payroll deductions under Section 6.
	 
	 	     (iii) Upon purchase or disposition of shares acquired by exercise of a
Purchase Right, the Participant shall pay, or make provision satisfactory
to the Administrator for payment of, all tax (and similar) withholdings
that the Administrator determines, in its discretion, are required due to
the acquisition or disposition, including without limitation any such
withholding that the Administrator determines in its discretion is
necessary to allow the Company and its Subsidiaries to claim tax deductions
or other benefits in connection with the acquisition or disposition.
	 
	 	     (iv) During his or her lifetime, a Participant’s Purchase Right is
exercisable only by the Participant.
	 
	 	     (v) Purchase Rights will in all respects be subject to the terms and
conditions of this Plan, as interpreted by the Administrator from time to
time.



     8.     Purchase Dates; Purchase of Shares; Refund of Excess Cash.


          (a) The Administrator shall establish one or more Purchase Dates for each
Offering Period. Unless otherwise determined by the Administrator, the last
trading day of each January and July in an Offering Period shall be a Purchase
Date.



          (b) Except as otherwise determined by the Administrator, and subject to
subsection (c), below, each then-outstanding Purchase Right shall be exercised
automatically on each Purchase Date, following addition to the Participant’s
account of that day’s Payroll deductions, to purchase the maximum number of
full shares of Common Stock at the applicable price using the Participant’s
accumulated Payroll deductions.



          (c) If on a Purchase Date the fair market value of the Common Stock is
less than 75% of the fair market value of the Common Stock on the immediately
preceding Purchase Date

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(whether or not such preceding Purchase Date is in the same Offering Period)
(the “Benchmark Date”), then (except as otherwise determined by the
Administrator):



		
	 	     (i) the maximum number of shares that a Participant may purchase on
the Purchase Date shall be determined by multiplying the fair market value
of the Common Stock on the Benchmark Date by 0.6375 and then dividing the
Participant’s accumulated Payroll deductions by the result;
	 
	 	     (ii) a maximum number of shares established pursuant to the clause
(i) shall remain the maximum number of shares purchasable by a Participant
on any subsequent Purchase Date until the Purchase Date on which the fair
market value of the Common Stock is at least 75% of the fair market value
of the Common Stock on the Benchmark Date; and
	 
	 	     (iii) notwithstanding the foregoing, during the initial Offering
Period under this Plan, the Benchmark Date shall be date of the beginning
such Offering Period.



          (d) The shares purchased upon exercise of a Purchase Right shall be
deemed to be transferred to the Participant on the Purchase Date.



     9.     Registration and Delivery of Share Certificates.


          (a) Shares purchased by a Participant under this Plan will be registered
in the name of the Participant, or in the name of the Participant and his or
her spouse, or in the name of the Participant and joint tenant(s) (with right
of survivorship), as designated by the Participant.



          (b) As soon as administratively feasible after each Purchase Date, the
Company shall deliver to the Participant a certificate representing the shares
purchased upon exercise of a Purchase Right. If approved by the Administrator
in its discretion, the Company may instead (i) deliver a certificate (or
equivalent) to a broker for crediting to the Participant’s account or (ii) make
a notation in the Participant’s favor of non-certificated shares on the
Company’s stock records.



     10.     Withdrawal; Termination of Employment.


          (a) A Participant may withdraw all, but not less than all, the Payroll
deductions credited to his account under this Plan before a Purchase Date by
giving written notice to the Administrator, in a form the Administrator
prescribes from time to time, at least 15 days before the Purchase Date.
Payroll deductions will then cease as to the Participant, no purchase of shares
will be made for the Participant on the Purchase Date, and all Payroll
deductions then credited to the Participant’s account will be refunded
promptly.



          (b) Upon termination of a Participant’s Continuous Employment for any
reason, including retirement or death, all Payroll deductions credited to the
Participant’s account will be promptly refunded to the Participant or, in the
case of death, to the person or persons entitled thereto under Section 14, and
the Participant’s Purchase Right will automatically terminate.

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          (c) A Participant’s withdrawal from an offering will not affect the
Participant’s eligibility to participate in a succeeding offering or in any
similar plan that may be adopted by the Company.



     11.     Use of Funds; No Interest. Amounts withheld from Participants under
this Plan shall constitute general funds of the Company, may be used for any
corporate purpose, and need not be segregated from other funds. No interest
shall accrue on a Participant’s Payroll deductions.


     12.     Number of Shares Reserved.


          (a) The following numbers of shares of Common Stock are reserved for
issuance under this Plan, and such number may be issued at any time before
termination of this Plan:




		
	



	 	     (i) As of
May 7, 2003, 2,500,000 shares of Common Stock; and
	




	 
	 	     (ii) Beginning the first business day of each calendar year starting
January 1, 2004 or after, the lesser of an additional (A) 2,000,000 shares
of Common Stock or (B) 1.5% of the outstanding shares of capital stock on
such date.



          (b) If the total number of shares that would otherwise be subject to
Purchase Rights granted on an Offering Date exceeds the number of shares then
available under this Plan (after deduction of all shares for which Purchase
Rights have been exercised or are then exercisable), the Administrator shall
make a pro-rata allocation of the available shares in a manner that it
determines to be as uniform and equitable as practicable. In such event, the
Administrator shall give written notice of the reduction and allocation to each
Participant.



          (c) The Administrator may, in its discretion, transfer shares reserved
for issuance under this Plan into a plan or plans of similar terms, as approved
by the Board, providing for the purchase of shares of Common Stock to employees
of Subsidiaries designated by the Board that do not (or do not thereafter)
participate in this Plan. Such additional plans may, without
limitation, provide for variances from the terms of this Plan to take into
account special circumstances (such as foreign legal restrictions) affecting
the employees of the designated Subsidiaries.



     13. Administration. This Plan shall be administered by the Board or by
such directors,
officers, and employees of the Company as the Board may select from time to
time (the “Administrator”). All costs and expenses incurred in administering
this Plan shall be paid by the Company, provided that any taxes applicable to
an Employee’s participation in this Plan may be charged to the Employee by the
Company. The Administrator may make such rules and regulations as it deems
necessary to administer this Plan and to interpret any provision of this Plan.
Any determination, decision, or action of the Administrator in connection with
the construction, interpretation, administration, or application of this Plan
or any right granted under this Plan shall be final, conclusive, and binding
upon all persons, and no member of the Administrator shall be liable for any
such determination, decision, or action made in good faith.


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     14.     Designation of Beneficiary.


          (a) A Participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the Participant’s account under
this Plan in the event of the Participant’s death.



          (b) A designation of beneficiary may be changed by the Participant at any
time by written notice. In the event of the death of a Participant, and in the
absence of a beneficiary validly designated under this Plan who is living at
the time of the Participant’s death, the Administrator shall deliver such
shares and/or cash to the executor or administrator of the Participant’s
estate, or if no such executor or administrator has been appointed (to the
Administrator’s knowledge), the Administrator, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant or, if no spouse, dependent, or relative is known
to the Administrator, then to such other person as the Administrator may
designate.



     15.     Transferability. Neither Payroll deductions credited to a
Participant’s account nor any
rights with regard to the exercise of a Purchase Right or to receive shares
under this Plan may be assigned, transferred, pledged, or otherwise disposed of
in any way (other than by will, the laws of descent and distribution, or as
provided in Section 14) by the Participant. Any such attempt at assignment,
transfer, pledge, or other disposition shall be without effect, except that the
Administrator may treat such act as an election to withdraw funds in accordance
with Section 10.


     16.     Reports. Individual accounts will be maintained for each Participant
in this Plan.
Statements of account will be given to participating Employees promptly
following each Purchase Date, setting forth the amounts of Payroll deductions,
per-share purchase price, number of shares purchased, and remaining cash
balance, if any.


     17.     Adjustments upon Changes in Capitalization.


          (a) Subject to any required action by the stockholders of the Company,
the number of shares of Common Stock covered by each unexercised Purchase Right
and the number of shares of Common Stock authorized for issuance under this
Plan but not yet been placed under a Purchase Right (collectively, the
“Reserves”), as well as the price per share of Common Stock covered by each
unexercised Purchase Right, shall be proportionately adjusted for any change in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any change in the number of shares of Common Stock effected
without receipt of consideration by the Company (not counting shares issued
upon conversion of convertible securities of the Company as “effected without
receipt of consideration”). Such adjustment shall made by the Board and shall
be final, binding, and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no consequent adjustment
shall be made with respect to, the number or price of shares of Common Stock
subject to a Purchase Right.



          (b) In the event of the proposed dissolution or liquidation of the
Company, the then-current Offering Period will terminate immediately before the
consummation of the proposed

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action, unless otherwise provided by the Board. In the event of a proposed sale
of all or substantially all of the Company’s assets, or the merger of the
Company with or into another corporation (if the Company’s stockholders own
less than 50% of the total outstanding voting power in the surviving entity or
a parent of the surviving entity after the merger), each Purchase Right under
this Plan shall be assumed or an equivalent purchase right shall be substituted
by the successor corporation or a parent or subsidiary of the successor
corporation, unless the successor corporation does not agree to assume the
Purchase Rights or to substitute equivalent purchase
rights, in which case the Board may, in lieu of such assumption or
substitution, accelerate the exercisability of Purchase Rights and allow
Purchase Rights to be exercisable as to shares as to which they would not
otherwise be exercisable, on terms and for a period that the Board determines
in its discretion. To the extent that the Board accelerates exercisability of
Purchase Rights as described above, it shall promptly so notify all
Participants in writing.


          (c) The Board may, in its discretion, also make provision for adjusting
the Reserves, as well as the price per share of Common Stock covered by each
outstanding Purchase Right, if the Company effects one or more reorganizations,
recapitalizations, rights offerings, or other increases or reductions of shares
of its outstanding Common Stock, or if the Company consolidates with or merges
into any other corporation, in a transaction not otherwise covered by this
Section 17.



     18.     Amendment or Termination.


          (a) The Board may at any time terminate or amend this Plan. No amendment
may be made without prior approval of the stockholders of the Company (obtained
in the manner described in Section 20) if it would increase the number of
shares that may be issued under this Plan.



          (b) The Board may elect to terminate any or all outstanding Purchase
Rights at any time, except to the extent that exercisability of such Purchase
Rights has been accelerated pursuant to Section 17(b). If this Plan is
terminated, the Board may also elect to terminate Purchase Rights upon
completion of the purchase of shares on the next Purchase Date or to permit
Purchase Rights to expire in accordance with their terms (with participation to
continue through such expiration dates). If Purchase Rights are terminated
before expiration, any funds contributed to this Plan that have not been used
to purchase shares shall be refunded to Participants as soon as
administratively feasible.



     19.     Notices. All notices or other communications by a Participant to the
Company or the
Administrator under or in connection with this Plan shall be deemed to have
been duly given when received in the form specified by the Administrator at the
location, or by the person, designated by the Administrator for that purpose.


     20.     Stockholder Approval. This Plan shall be submitted to the
stockholders of the Company for their approval within 12 months after the date
this Plan is adopted by the Board.


     21.     Conditions upon Issuance of Shares.


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          (a) Shares shall not be issued with respect to a Purchase Right unless
the exercise of such Purchase Right and the issuance and delivery of such
shares pursuant thereto complies with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.



          (b) As a condition to the exercise of a Purchase Right, the Company may
require the person exercising such Purchase Right to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.



     22.     Term of Plan. This Plan shall become effective upon the earlier of
its adoption by the
Board or its approval by the stockholders of the Company as described in
Section
20. It shall continue in effect for a term of 20 years unless sooner terminated
under Section 18.


     23.     Glossary. The following definitions apply for purposes of this Plan:


          (a) “Administrator” means the Board or the persons appointed by the Board
to administer this Plan pursuant to Section 13.



          (b) “Board” means the Board of Directors of the Company.



          (c) “Code” means the Internal Revenue Code of 1986, as amended.



          (d) “Common Stock” means the Common Stock of the Company.



          (e) “Company” means Marvell Technology Group Ltd., a Bermuda corporation.



          (f) “Continuous Employment” means the absence of any interruption or
termination of service as an Employee. Continuous Employment shall not be
considered interrupted in the case of a leave of absence agreed to in writing
by the Company, provided that either (i) the leave does not exceed 90 days or
(ii) re-employment upon expiration of the leave is guaranteed by contract or
statute.



          (g) “Designated Subsidiaries” means the Subsidiaries that have been
designated by the Board from time to time in its sole discretion to participate
in this Plan.



          (h) “Employee” means any person, including an officer, who is customarily
employed for at least 20 hours per week and five months per year by the Company
or one of its Designated Subsidiaries. Whether an individual qualifies as an
Employee shall be determined by the Administrator, in its sole discretion, by
reference to Section 3401(c) of the Code and the regulations promulgated
thereunder; unless the Administrator makes a contrary determination,

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the Employees of the Company shall, for all purposes of this Plan, be those
individuals who satisfy the customary employment criteria set forth above and
are carried as employees by the Company or a Designated Subsidiary for regular
payroll purposes.


          (i) “Offering Date” means the first business day of an Offering Period.



          (k) “Offering Period” means a period established by the Administrator
pursuant to Section 4 during which Payroll deductions are accumulated from
Participants and applied to the purchase of Common Stock.



          (l) “Participant” means an Employee who has elected to participate in
this Plan pursuant to Section 5.



          (m) “Payroll” means all regular, straight-time gross earnings, exclusive
of payments for overtime, shift premium, incentive compensation or payments,
bonuses, and commissions.



          (m) “Plan” means this Marvell Technology Group Ltd. 2000 Employee Stock
Purchase Plan.



          (n) “Purchase Date” means such business days during each Offering Period
as may be established by the Administrator for the purchase of Common Stock
pursuant to Section 8.



          (o) “Purchase Right” means a right to purchase Common Stock granted
pursuant to Section 7.



          (p) “Subsidiary” means, from time to time, any corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the
Company or another Subsidiary of the Company.




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