Exhibit 10.5


 


MARVELL
TECHNOLOGY GROUP LTD.

2000 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION
AGREEMENT


 


Original Application


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE ID# (PAYROLL FILE#)

  



 


Enrollment Date:


 


	
   

  	
  1.

  	
  I,

  	
   

  	
  , hereby elect to
  participate in the Marvell Technology Group Ltd.

  
	
   

  	
   

  	
   

  	
  Please Print Name

  	
   

  



2000 Employee
Stock Purchase Plan (the “Stock Purchase Plan”) and subscribe to purchase
shares of the Company’s Common Stock (“Common Stock”) in accordance with this
Subscription Agreement and the Stock Purchase Plan. Terms not otherwise defined
herein have the same meaning attributed to them in the Stock Purchase Plan.


 


2.               I hereby authorize payroll deductions
from each paycheck in the amount of           %
(maximum 15%, in whole numbers only) of my gross pay (i.e. calculated before any
deductions or withholdings) on each payday during the Offering Period in
accordance with the Stock Purchase Plan. (No fractional percentages are
permitted.) Such deductions are to continue for succeeding Offering Periods
until I give written instructions for a change in or termination of such
deductions.


 


3.               I understand that said payroll deductions
should be accumulated for the purchase of shares of Common Stock at the
applicable purchase price determined in accordance with the Stock Purchase
Plan. I further understand that, except as otherwise set forth in the Stock
Purchase Plan, shares will be purchased for me automatically on each Purchase
Date of the Offering Period unless I otherwise withdraw from the Stock Purchase
Plan by giving written notice to the Company for such purpose at least 15 days
before the Purchase Date. I understand that I may withdraw from the Stock
Purchase Plan and have payroll deductions refunded (without interest) promptly
at any time during the Offering Period as long as written notice of my
withdrawal is provided to the Administrator, in required form, at least 15 days
before the Purchase Date.


 


4.               I have received a copy of the complete Marvell
Technology Group Ltd. Employee Stock Purchase Plan. I have also received a copy
of the complete Marvell Technology Group Ltd. Employee Stock Purchase Plan
Prospectus.   I understand that my
participation in the Stock Purchase Plan is in all respects subject to the
terms of the Plan.


 


5.               I understand that shares purchased for me
under the Stock Purchase Plan will be automatically deposited in my account
with the Company designated broker.  I
understand that if I choose to dispose of, or transfer from that account, any
shares received by me pursuant to the Stock Purchase Plan within 2 years after
the Offering Date (the first day of the offering period during which I
purchased such shares) or within one year after the date on which such shares
were transferred to me, this disposition of the shares will be reported by the
Company as a Disqualifying Disposition. 
In the case of a Disqualifying Disposition, I will be treated for US
federal income tax purposes as having received ordinary income at the time of
such disposition in an amount equal to the excess of the fair market value of
the shares at the time such shares were transferred to me over the price which
I paid for the shares, and that those taxes may be withheld by the Company from
the regular paycheck following notification of the disposal of the shares.
However, if I dispose of or transfer such shares at any time after the
expiration of the two-year and one-year holding periods outlined above, I
understand that any further disposition of these shares will be treated as a
Qualifying Disposition


 


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and is
not a reportable event to the Company. 
In the case of a Qualifying Disposition, I will be treated for federal
income tax purposes as having received, in addition to any capital gain or loss
on the disposition,


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE ID# (PAYROLL FILE#)

  



 


ordinary
income at the time of such disposition to the extent of an amount equal to the
lesser of (1) the excess of the fair market value of the shares at the
time of such disposition over the purchase price I paid for the shares, or (2) 15%
of the fair market value of the shares on the Offering Date.


 


6.               I hereby agree to be bound by the terms
of the Stock Purchase Plan. The effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Stock Purchase Plan.


 


7.               In the event of my death, I hereby
designate the following as my beneficiary(ies) to receive all payments and
shares due me under the Stock Purchase Plan:


 


	
  NAME: (Please print)

  	
   

  	
   *  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  ADDRESS:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  *
  Spouse’s Signature

  
	
   

  	
  (Required
  only if Beneficiary is other than Spouse.)

  
					



 


I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.


 


	
   

  	
   

  	
   

  
	
  Date: (mm/dd/yyyy)

  	
  Employee Date of Birth
  (mm/dd/yyyy)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Employee Security Number*

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee Signature

  	
   

  



 


Mail to:


Marvell Technology Group
Ltd.

Attn: Stock Administration  M/S 5-104


5488 Marvell Lane


Santa Clara, CA  95054 

Fax to:


Fax:  408-222-9300


 






* Non-United States
Residents may enter “N/A” here for not applicable.


 


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  For
  Office Use Only

  
	
   

  
	
  Confirmed (via email):

  	
   

  	
  Updated
  EQ: 

  	
   

  	
  Payroll
  Notified:

  	
   

  



 


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