Exhibit 10.7


 


MARVELL
TECHNOLOGY GROUP LTD.


 


1997
DIRECTORS’ STOCK OPTION PLAN


 


NOTICE OF
STOCK OPTION GRANTS


 


 


Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Stock Option Agreement.


 


I.              NOTICE OF STOCK OPTION GRANT


 


Optionee’s Name and
Address


 


«Optioneename»


«Address»


«City», «State»  «Zipcode»


 


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


 


	
  Grant Number

  	
   

  	
  «Grantnumber»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
  «Grantdate»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting Commencement
  Date

  	
   

  	
  «Vestbasedate»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price per
  Share

  	
   

  	
  «pricepershare»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Shares
  Granted

  	
   

  	
  «sharesgranted»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Exercise Price

  	
   

  	
  «totalexerciseprice»

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  Nonstatutory
  Stock Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Term/Expiration Date:

  	
   

  	
  «expirationdate»

  	
   

  



 


Vesting Schedule:


 


This
Option may be exercised immediately, in whole or in part, conditioned upon
Optionee entering into a Restricted Stock Purchase Agreement with respect to
any unvested Option Shares.  The Shares
subject to this Option shall vest and/or be released from the Company’s
repurchase option, as set forth in the Restricted Stock Purchase Agreement, in
accordance with the following schedule.


 

















 


For
the First Options: 
Twenty percent (20%) of the Shares subject to the Option shall vest
twelve months after the Vesting Commencement Date, and an additional
one-sixtieth (1/60th) of the Shares subject to the Option shall vest at the end
of each month thereafter, so that all of the Shares shall be vested five (5) years
after the Vesting Commencement Date.


 


For
the Subsequent Options: 
One-twelfth (1/12th) of the Shares subject to the Option shall vest one
month after the fourth anniversary of the date of grant, and an additional one-twelfth
(1/12th) of the Shares subject to the Option shall vest at the end of each
month thereafter, so that all of the Shares shall be vested five (5) years
after the Vesting Commencement Date.


 


Termination Period:


 


This Option may be
exercised for 90 days after termination of Optionee’s Continuous Status as an
Outside Director, or such longer period as may be applicable upon death or
Disability of Optionee s provided in the Plan, but in no event later than the
Expiration Date as provided above.


 


By your signature
and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and
conditions of the 1997 Directors’ Stock Option Plan and the Nonstatutory Stock
Option Agreement, all of which are attached and made a part of this document.


 


	
  OPTIONEE:

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP, LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  «Optioneename»

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
					



 


2

















 


MARVELL TECHNOLOGY GROUP, LTD


 


NONSTATUTORY STOCK OPTION
AGREEMENT


 


1.             Grant
of Option.  Marvell Technology Group
Ltd., a Bermuda corporation (the “Company”), hereby grants to the Optionee
named in the Notice of Grant (the “Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the “Shares”) 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 the terms, definitions and provisions
of the Marvell Technology Group Ltd. 1997 Directors’ Stock Option Plan (the “Plan”)
adopted by the Company, which is incorporated herein by reference.  (Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Plan.)  In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Nonstatutory
Stock Option Agreement, the terms and conditions of the Plan shall prevail.


 


2.             Exercise of Option.  This Option shall be exercisable during its
term and shall vest in accordance with the Vesting Schedule set out in the
Notice of Grant and with the provisions of Section 9 of the Plan as
follows:


 


(i)            Right to Exercise.


 


(a)           Subject to
subsections 2(i)(b) through 2(i)(e) below, this Option shall be
exercisable cumulatively according to the vesting schedule set out in the
Notice of Grant.  Alternatively, at the
election of the Optionee, this option may be exercised in whole or in part at
any time as to Shares which have not yet vested.  For purposes of this Stock Option Agreement,
Shares subject to Option shall vest only while the Outside Director remains a
Director of the Company.  Vested Shares
shall not be subject to the Company’s repurchase right (as set forth in the
Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).


 


(b)           As a condition to
exercising this Option for unvested Shares, the Optionee shall execute the
Restricted Stock Purchase Agreement attached hereto as Exhibit C-1.


 


(c)           This Option may not be
exercised for a fraction of a Share.


 


(d)           In the event of
Optionee’s death, disability or other termination of the employment or
consulting relationship, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained in
subsection 2(i)(c).


 


(e)           In no event may this
Option be exercised after the date of expiration of the term of this Option as
set forth in the Notice of Grant.


 


(ii)           Method of Exercise.  This Option shall be exercisable by written
notice (in the form attached as Exhibit A) which shall state the election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as may be
required by 


 


1

















 


the Company pursuant to the provisions of the
Plan.  Such written notice shall be
signed by Optionee and together with an executed copy of the Restricted Stock
Purchase Agreement, if applicable, shall be delivered in person or by certified
mail to the Secretary of the Company. 
The written notice and Restricted Stock Purchase Agreement shall be
accompanied by payment of the Exercise Price. 
This Option shall be deemed to be exercised upon receipt by the Company
of such written notice and Restricted Stock Purchase Agreement accompanied by
the Exercise Price.


 


No
Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such Shares.


 


3.             Optionee’s
Representations.  In the event the
Shares purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended, at the time this
Option is exercised, Optionee shall, if required by the Company, concurrently
with the exercise of all or any portion of this Option, deliver to the Company
his or her Investment Representation Statement in the form attached hereto as Exhibit B,
and shall read the applicable rules of the Commissioner of Corporations
attached to such Investment Representation Statement.


 


4.             Method of Payment.  Payment of the Exercise Price shall be by any
of the following, or a combination thereof, at the election of Optionee:


 


(a)           cash; or


 


(b)           check.


 


(c)           delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price; or


 


(d)           surrender of other
Shares which (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on
the date of surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised Shares.


 


5.             Restrictions on
Exercise.  This Option may not be
exercised until such time as the Plan has been approved by the shareholders of
the Company, or if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including
any rule under Part 207 of Title 12 of the Code of Federal
Regulations (“Regulation G”) as promulgated by the Federal Reserve
Board.  As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.


 


2

















 


6.             Termination of
Relationship.  In the event an
Optionee’s status as an Outside Director terminates, Optionee may, to the
extent the Option was vested at the date of such termination (the “Termination
Date”), exercise this Option during the Termination Period set out in the
Notice of Grant.  To the extent that
Optionee was not vested in this Option at the date of such termination, or if
Optionee does not exercise this Option within the time specified herein, the
Option shall terminate.


 


7.             Disability of
Optionee.  Notwithstanding the
provisions of Section 6 above, in the event of termination of an Optionee’s
status as an Outside Director as a result of his or her disability, Optionee
may, but only within six (6) months from the date of such termination (and
in no event later than the expiration date of the term of such Option as set
forth in the Option Agreement), exercise the Option to the extent the Option was
vested at the date of such termination; provided, however, that if such
disability is not a “disability” as such term is defined in Section 22(e)(3) of
the Code, in the case of an Incentive Stock Option such Incentive Stock Option
shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonstatutory Stock Option on the ninety-first (91st) day
following such termination.  To the
extent that Optionee was not vested in the Option at the date of termination,
or if Optionee does not exercise such Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.


 


8.             Death of Optionee.  In the event of termination of Optionee’s
Continuous Status as an Employee or Consultant as a result of the death of
Optionee, the Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 12 below), by Optionee’s
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent Optionee could exercise the Option at
the date of death.


 


To the
extent that Optionee is not vested in the Option at the date of death, or if
the Option is not exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


9.             Non-Transferability
of Option.  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 Optionee only by
Optionee.  The terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
Optionee.


 


10.           Company Rights of
First Refusal and Repurchase on Shares. 
The Shares issuable upon exercise of this Option are subject to certain
rights of first refusal and repurchase in favor of the Company as set out at
Sections 4 and 5 of the Exercise Notice and, in the event this Option is
exercised for unvested Shares, Section 1 of the Restricted Stock Purchase
Agreement attached hereto as Exhibit C-1.


 


11.           Lockup Agreement.  In consideration of the granting of this
Option to Optionee and regardless of whether Optionee exercises this Option or
not, Optionee agrees, upon the request of the Company or the underwriters
managing the initial firmly underwritten public offering of the Company’s
securities, not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any of the Shares, any of the Common Stock
or any derivative security 


 


3

















 


thereof (other than those included in the
registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as the Company or
underwriters may specify.


 


12.           Term 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 Option.


 


13.           Tax Consequences.  Set forth below is a brief summary as of the
date of this Option of some of the federal and state tax consequences of
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(i)            Exercise of
Nonstatutory Stock Option.  There may
be a regular federal income tax liability and state income tax liability upon
the exercise of a Nonstatutory Stock Option. 
Optionee will be treated as having received compensation income (taxable
at ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price.  If the Optionee is subject to Section 16
of the Securities Act of 1934, as amended, the date of income recognition may
be deferred for up to six months.


 


(ii)           Disposition of
Shares.  If Shares are held for at
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal and state income tax purposes.


 


(iii)          Section 83(b) Election
for Unvested Shares..  With respect
to the exercise of a nonqualified stock option for unvested Shares, an election
may be filed by the Optionee with the Internal Revenue Service and, if
necessary, the proper state taxing authorities, within 30 days of the
purchase of the Shares, electing pursuant to Section 83(b) of the
Code (and similar state tax provisions if applicable) to be taxed currently on
any difference between the purchase price of the Shares and their Fair Market
Value on the date of purchase.  This will
result in a recognition of taxable income to the Optionee on the date of
exercise, measured by the excess, if any, of the fair market value of the Shares,
at the time the Option is exercised over the purchase price for the
Shares.  Absent such an election, taxable
income will be measured and recognized by Optionee at the time or times on
which the Company’s Repurchase Option lapses. 
Optionee is strongly encouraged to seek the advice of his or her own tax
consultants in connection with the purchase of the Shares and the advisability
of filing of the Election under Section 83(b) and similar tax
provisions.  A form of Election under Section 83(b) is
attached hereto as Exhibit C-5 for reference.


 


OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS
THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE’S BEHALF.


 


14.           Entire Agreement;
Governing Law.  The Plan is
incorporated herein by reference.  The
Plan and this Option Agreement constitute the entire agreement of the parties
with respect to the 


 


4

















 


subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Optionee with respect
to the subject matter hereof, including but not limited to the grant or promise
of any right or option to purchase shares of capital stock of the Company to Optionee
pursuant to any employment agreement or offer letter delivered by the Company
to Optionee or otherwise, and may not be modified adversely to Optionee’s
interest except by means of a writing signed by the Company and Optionee.  This agreement is governed by California law
except for that body of law pertaining to conflict of laws.


 


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


 


	
   

  	
   

  	
  MARVELL TECHNOLOGY GROUP, LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  «Optioneename»

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


5

















 


CONSENT
OF SPOUSE


 


The
undersigned spouse of Optionee has read and hereby approves the terms and
conditions of the Plan and this Option Agreement.  In consideration of the Company’s granting
his or her spouse the right to purchase Shares as set forth in the Plan and
this Option Agreement, the undersigned hereby agrees to be irrevocably bound by
the terms and conditions of the Plan and this Option Agreement and further
agrees that any community property interest shall be similarly bound.  The undersigned hereby appoints the
undersigned’s spouse as attorney-in-fact for the undersigned with respect to
any amendment or exercise of rights under the Plan or this Option Agreement.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Spouse of
  Optionee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [Print Name]

  



 


6

















 


EXHIBIT A


 


1997 DIRECTORS
STOCK OPTION PLAN


 


EXERCISE
NOTICE


 


Marvell Technology
Group Ltd.


c/o Marvell
Semiconductor, Inc.


525 Almanor Avenue


Sunnyvale, CA
94086


Attention:  Secretary


 


1.             Exercise of Option.  Effective as of today, «exercisedate», the undersigned (“Optionee”)
hereby elects to exercise Optionee’s option to purchase «sharesexercised» shares of the Common Stock (the “Shares”) of
Marvell Technology Group Ltd. (the “Company”) under and pursuant to the Marvell
Technology Group Ltd. 1997 Directors’ Stock Option Plan, (the “Plan”) and the
Nonstatutory Stock Option Agreement dated «Grantdate»
(the “Option Agreement”).


 


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


 


3.             Rights as
Shareholder.  Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised.  No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of
the Plan.


 


Optionee
shall enjoy rights as a shareholder until such time as Optionee disposes of the
Shares or the Company and/or its assignee(s) exercises the Right of First
Refusal or Right of Repurchase hereunder. 
Upon such exercise, Optionee shall have no further rights as a holder of
the Shares so purchased except the right to receive payment for the Shares so
purchased in accordance with the provisions of this Agreement, and Optionee
shall forthwith cause the certificate(s) evidencing the Shares so
purchased to be surrendered to the Company for transfer or cancellation.


 


4.             Company’s Right of
First Refusal.  Before any Shares
held by Optionee or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by
gift or operation of law), the Company or its assignee(s) shall have a
right of first refusal to purchase the Shares on the terms and conditions set
forth in this Section (the “Right of First Refusal”).


 


1

















 


(a)           Notice of Proposed
Transfer.  The Holder of the Shares
shall deliver to the Company a written notice (the “Notice”) stating:  (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee (“Proposed Transferee”); (iii) the number of
Shares to be transferred to each Proposed Transferee; and (iv) the bona
fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the “Offered Price”), and the Holder shall offer the
Shares at the Offered Price to the Company or its assignee(s).


 


(b)           Exercise of Right of
First Refusal.  At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.


 


(c)           Purchase Price.  The purchase price (“Purchase Price”) for the
Shares purchased by the Company or its assignee(s) under this Section shall
be the Offered Price.  If the Offered
Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the
Company in good faith.


 


(d)           Payment.  Payment of the Purchase Price shall be made,
at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee, to the assignee),
or by any combination thereof within thirty-five (35) days after receipt of the
Notice or in the manner and at the times set forth in the Notice.


 


(e)           Holder’s Right to
Transfer.  If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this
Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within sixty (60) days after the
date of the Notice and provided further that any such sale or other transfer is
effected in accordance with any applicable securities laws and the Proposed
Transferee agrees in writing that the provisions of this Section shall
continue to apply to the Shares in the hands of such Proposed Transferee.  If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall
be given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.


 


(f)            Exception for
Certain Family Transfers. 
Notwithstanding anything to the contrary contained in this Section, the
transfer of any or all of the Shares during Optionee’s lifetime or on Optionee’s
death by will or intestacy to Optionee’s immediate family or a trust for the
benefit of Optionee’s immediate family shall be exempt from the provisions of
this Section provided that the Company is notified in writing of said
transfer within thirty (30) days of said transfer.  “Immediate Family” as used herein shall mean
spouse, lineal descendant or antecedent, father, mother, brother or
sister.  In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section and Section 5 below, and there shall be no
further transfer of such Shares except in accordance with the terms of this Section or
Section 5 below.


 


2

















 


(g)           Termination of Right
of First Refusal.  The Right of First
Refusal shall terminate as to any Shares upon the closing of:  (i) the first sale of Common Stock of
the Company to the general public pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended; (ii) the sale of all or substantially
all of the assets of the Company; or (iii) the merger, consolidation or
other reorganization of the Company with or into any other corporation or
corporations in which the holders of the capital stock of the Company
immediately prior to such transaction hold less than fifty percent (50%) of the
voting securities of the surviving corporation after such transaction.


 


5.             Company’s Right of
Repurchase.  Upon termination of
Optionee’s status as an Outside Director, the Company or its assignee(s) shall
have a right to repurchase all the Shares then owned by Optionee, Optionee’s
Immediate Family pursuant to Section 4(f) above or a trust for the
benefit of Optionee’s Immediate Family pursuant to Section 4(f) above
(each of which are sometimes referred to herein as the “Owner”) on the terms
and conditions set forth in this Section (the “Right of Repurchase”).


 


(a)           Exercise of Right of
Repurchase.  At any time within the
period from the date of the termination of Optionee’s status as an Outside
Director and up to and through the second business day following ninety (90)
days after such termination (unless Section 7 of the Stock Option
Agreement applies, in which case the period shall commence on the date of termination
and end on the second business day following six (6) months after such
termination; or unless Section 8 of the Nonstatutory Stock Option
Agreement applies, in which case the period shall commence on the date of
termination and end on the second business day following twelve (12) months
after such termination), the Company and/or its assignee(s) may, by
sending written notice to the Owner (the “Company Notice”), elect to purchase
all, but not less than all, of the Shares then owned by the Owner, at the
Repurchase Price determined in accordance with subsection (b) below.


 


(b)           Purchase Price.  The purchase price (“Repurchase Price”) for
the Shares purchased by the Company or its assignee(s) under this Section shall
be equal to the Fair Market Value per share of the Common Stock multiplied by
the number of Shares then owned by the Owner that are subject to the Right of
Repurchase.


 


(c)           Payment.  Payment of the Repurchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Owner
to the Company, or by any combination thereof within thirty (30) days after the
date of the Company Notice.


 


(d)           Termination of Right
of Repurchase.  The Right of Repurchase
shall terminate as to any Shares upon the closing of:  (i) the first sale of Common Stock of
the Company to the general public pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended; (ii) the sale of all or substantially
all of the assets of the Company; or (iii) the merger, consolidation or
other reorganization of the Company with or into any other corporation or
corporations in which the holders of the capital stock of the Company
immediately prior to such transaction hold less than fifty percent (50%) of the
voting securities of the surviving corporation after such transaction.


 


3

















 


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


 


7.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)           Legends.  Optionee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF
FIRST REFUSAL AND REPURCHASE HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER.  SUCH TRANSFER RESTRICTIONS,
RIGHTS OF FIRST REFUSAL AND REPURCHASE ARE BINDING ON TRANSFEREES OF THESE
SHARES.


 


IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER’S RULES.


 


Optionee
understands that transfer of the Shares may be restricted by Section 260.141.11
of the Rules of the California Corporations Commissioner, a copy of which
is attached to Exhibit B, the Investment Representation Statement.


 


(b)           Stop-Transfer
Notices.  Optionee agrees that, in
order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” 


 


4

















 


instructions to its transfer agent, if any, and that,
if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.


 


(c)           Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.


 


8.             Successors and
Assigns.  The Company may assign any
of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer herein set forth, this Agreement shall be binding upon Optionee and
his or her heirs, executors, administrators, successors and assigns.


 


9.             Interpretation.  Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or by the Company forthwith to
the Company’s Board of Directors or the committee thereof that administers the
Plan, which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Board
or committee shall be final and binding on the Company and on Optionee.


 


10.           Governing Law;
Severability.  This Agreement shall
be governed by and construed in accordance with the laws of the State of
California excluding that body of law pertaining to conflicts of law.  Should any provision of this Agreement be
determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.


 


11.           Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States mail by certified mail, with
postage and fees prepaid, addressed to the other party at its address as shown
below beneath its signature, or to such other address as such party may
designate in writing from time to time to the other party.


 


12.           Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.


 


13.           Delivery of Payment.  Optionee herewith delivers to the Company the
full Exercise Price for the Shares.


 


14.           Entire Agreement.  The Plan and Notice of Grant/Option Agreement
are incorporated herein by reference. 
This Agreement, the Plan, the Option Agreement, the Restricted Stock
Purchase Agreement and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee’s interest except by means of a writing
signed by the Company and Optionee.


 


5

















 


	
  Submitted by:   

  	
  Accepted by:      

  
	
   

  	
   

  
	
  OPTIONEE:  

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  (Signature)  «Optioneename»  

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
  SPOUSE OF OPTIONEE (if
  any)  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)  

  	
   

  
	
  Print Spouse’s Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
  Address  

  	
   

  
	
   

  	
  c/o Marvell
  Semiconductor, Inc.

  
	
  «Address»

  	
  525 Almanor Avenue

  
	
  «City», «State»  «Zipcode»

  	
  Sunnyvale, CA  94086

  
							



 


6
















 


EXHIBIT B


 


INVESTMENT
REPRESENTATION STATEMENT


 


	
  OPTIONEE

  	
   

  	
  :

  	
   

  	
  «Optioneename»

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPANY

  	
   

  	
  :

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECURITY

  	
   

  	
  :

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMOUNT

  	
   

  	
  :

  	
   

  	
  «sharesexercised»

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  :

  	
   

  	
  «exercisedate»

  



 


In connection with
the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following:


 


(a)           Optionee is aware of
the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Securities. 
Optionee is acquiring these Securities for investment for Optionee’s own
account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(b)           Optionee acknowledges
and understands that the Securities constitute “restricted securities” under
the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of Optionee’s investment intent as
expressed herein.  In this connection,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee’s representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future.  Optionee further
understands that the Securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.  Optionee
further acknowledges and understands that the Company is under no obligation to
register the Securities.  Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company, a legend prohibiting their transfer without the
consent of the Commissioner of Corporations of the State of California and any
other legend required under applicable state securities laws.


 


(c)           Optionee is familiar
with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to 


 


1

















 


the satisfaction of certain conditions. 
Rule 701 provides that if the issuer qualifies under Rule 701
at the time of the grant of the Option to Optionee, the exercise will be exempt
from registration under the Securities Act. 
In the event the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety
(90) days thereafter (or such longer period as any market stand-off agreement
may require) the Securities exempt under Rule 701 may be resold, subject
to the satisfaction of certain of the conditions specified by Rule 144,
including:  (1) the resale being
made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under
the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the
availability of certain public information about the Company, (3) the
amount of Securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), and (4) the timely filing of a Form 144,
if applicable.


 


In the
event that the Company does not qualify under Rule 701 at the time of
grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires, among
other things that securities be held prior to resale for a specified holding
period based on whether the Optionee is an affiliate of the Company (which
holding period does not begin to run until full payment, as defined under Rule 144,
is made for the securities), and also required, in some cases, the satisfaction
of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.


 


(d)           Optionee hereby agrees
that if so requested by the Company or any representative of the underwriters
in connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell, make any short
sale of, loan, grant any option for the purchase of or otherwise dispose of any
of the Shares, any of the Common Stock or any derivative security thereof
(other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 180 days) from the effective date of such
registration as the Company or underwriters may specify.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such 180-day period.


 


(e)           Optionee further understands
that in the event all of the applicable requirements of Rule 701 or 144
are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk.  Optionee understands that no
assurances can be given that any such other registration exemption will be
available in such event.


 


(f)            Optionee understands
that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities without the consent of the
Commissioner of Corporations of California. 
Optionee has read the applicable Commissioner’s Rules with respect
to such restriction, a copy of which is attached.


 


2

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Signature of Optionee:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Optioneename»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:                                ,
  20

  



 


3

















 


ATTACHMENT 1


STATE OF
CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE


 


Title 10.  Investment - Chapter 3.  Commissioner of Corporations


 


                260.141.11:  Restriction on Transfer.  (a)  The issuer of any security upon
which a restriction on transfer has been imposed pursuant to Sections
260.102.6, 260.141.10 or 260.534 shall cause a copy of this section to be
delivered to each issuee or transferee of such security at the time the
certificate evidencing the security is delivered to the issuee or transferee.


 


                (b)           It is unlawful for the
holder of any such security to consummate a sale or transfer of such security,
or any interest therein, without the prior written consent of the Commissioner
(until this condition is removed pursuant to Section 260.141.12 of these
rules), except:


 


                (1)           to the issuer;


                (2)           pursuant to the order
or process of any court;


                (3)           to any person described
in Subdivision (i) of Section 25102 of the Code or Section 260.105.14
of these rules;


                (4)           to the transferor’s
ancestors, descendants or spouse, or any custodian or trustee for the account
of the transferor or the transferor’s ancestors, descendants, or spouse; or to
a transferee by a trustee or custodian for the account of the transferee or the
transferee’s ancestors, descendants or spouse;


                (5)           to holders of
securities of the same class of the same issuer


                (6)           by way of gift or
donation inter vivos or on death;


                (7)           by or through a
broker-dealer licensed under the Code (either acting as such or as a finder) to
a resident of a foreign state, territory or country who is neither domiciled in
this state to the knowledge of the broker-dealer, nor actually present in this
state if the sale of such securities is not in violation of any securities law
of the foreign state, territory or country concerned;


                (8)           to a broker-dealer
licensed under the Code in a principal transaction, or as an underwriter or
member of an underwriting syndicate or selling group;


                (9)           if the interest sold or
transferred is a pledge or other lien given by the purchaser to the seller upon
a sale of the security for which the Commissioner’s written consent is obtained
or under this rule not required;


                (10)         by way of a sale
qualified under Sections 25111, 25112, 25113 or 25121 of the Code, of the
securities to be transferred, provided that no order under Section 25140
or subdivision (a) of Section 25143 is in effect with respect to such
qualification;


                (11)         by a corporation to a
wholly owned subsidiary of such corporation, or by a wholly owned subsidiary of
a corporation to such corporation;


                (12)         by way of an exchange
qualified under Section 25111, 25112 or 25113 of the Code, provided that
no order under Section 25140 or subdivision (a) of Section 25143
is in effect with respect to such qualification;


                (13)         between residents of
foreign states, territories or countries who are neither domiciled nor actually
present in this state;


                (14)         to the State Controller
pursuant to the Unclaimed Property Law or to the administrator of the unclaimed
property law of another state; or


                (15)         by the State Controller
pursuant to the Unclaimed Property Law or by the administrator of the unclaimed
property law of another state if, in either such case, such person (i) discloses
to potential purchasers at the sale that transfer of the securities is
restricted under this rule, (ii) delivers to each purchaser a copy of this
rule, and (iii) advises the Commissioner of the name of each purchaser;


                (16)         by a trustee to a
successor trustee when such transfer does not involve a change in the
beneficial ownership of the securities;


                (17)         by way of an offer and
sale of outstanding securities in an issuer transaction that is subject to the
qualification requirement of Section 25110 of the Code but exempt from
that qualification requirement by subdivision (f) of Section 25102;
provided that any such transfer is on the condition that any certificate
evidencing the security issued to such transferee shall contain the legend
required by this section.


 


                (b)           The certificates
representing all such securities subject to such a restriction on transfer,
whether upon initial issuance or upon any transfer thereof, shall bear on their
face a legend, prominently stamped or printed thereon in capital letters of not
less than 10-point size, reading as follows:


 


“IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER’S RULES.”


 


4

















 


EXHIBIT C-1


 


1997 Directors’
Stock Option Plan


 


RESTRICTED STOCK
PURCHASE AGREEMENT


 


                THIS
AGREEMENT is made between «OptioneeName»
(the “Purchaser”) and MARVELL TECHNOLOGY GROUP LTD. (the “Company”) as «exercisedate».


 


RECITALS


 


(1)           Pursuant to the
exercise of the stock option (grant number       «Grantnumber») granted to Purchaser under the
Company’s 1997 Directors’ Stock Option Plan and pursuant to the Nonstatutory
Stock Option Agreement (the “Option Agreement”) dated    «Grantdate»       by and between the Company and Purchaser with
respect to such grant, which Option Agreement is hereby incorporated by
reference, Purchaser has elected to purchase   «sharesexercised»   of
those shares which have not become vested under the vesting schedule set forth
in the Option Agreement (“Unvested Shares”). 
The Unvested Shares and the shares subject to the Option Agreement which
have become vested are sometimes collectively referred to herein as the “Shares”.


 


(2)           As required by the
Option Agreement, as a condition to Purchaser’s election to exercise the
option, Purchaser must execute this Restricted Stock Purchase Agreement, which
sets forth the rights and obligations of the parties with respect to Shares
acquired upon exercise of the Option.


 


A.            Repurchase Option.


 


1.             If Purchaser’s
relationship with the Company is terminated for any reason, including for
cause, death, and disability, the Company shall have the right and option to
purchase from Purchaser, or Purchaser’s personal representative, as the case
may be, all of the Purchaser’s Unvested Shares as of the date of such
termination at the price paid by the Purchaser for such Shares (the “Repurchase
Option”).


 


2.             Upon the occurrence
of a termination, the Company may exercise its Repurchase Option by delivering
personally or by registered mail, to Purchaser (or his transferee or legal
representative, as the case may be), within ninety (90) days of the
termination, a notice in writing indicating the Company’s intention to exercise
the Repurchase Option and setting forth a date for closing not later than
thirty (30) days from the mailing of such notice.  The closing shall take place at the Company’s
office.  At the closing, the holder of
the certificates for the Unvested Shares being transferred shall deliver the
stock certificate or certificates evidencing the Unvested Shares, and the
Company shall deliver the purchase price therefor.


 


3.             At its option, the
Company may elect to make payment for the Unvested Shares to a bank selected by
the Company.  The Company shall avail
itself of this option by a notice in writing to Purchaser stating the name and
address of the bank, date of closing, and waiving the closing at the Company’s
office.


 


1

















 


4.             If the Company does
not elect to exercise the Repurchase Option conferred above by giving the
requisite notice within ninety (90) days following the termination, the
Repurchase Option shall terminate.


 


B.            Transferability of
the Shares; Escrow.


 


1.             Purchaser hereby
authorizes and directs the secretary of the Company, or such other person
designated by the Company, to transfer the Unvested Shares as to which the
Repurchase Option has been exercised from Purchaser to the Company.


 


2.             To insure the
availability for delivery of Purchaser’s Unvested Shares upon repurchase by the
Company pursuant to the Repurchase Option under Section 1, Purchaser
hereby appoints the secretary, or any other person designated by the Company as
escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company,
such Unvested Shares, if any, repurchased by the Company pursuant to the
Repurchase Option and shall, upon execution of this Agreement, deliver and
deposit with the secretary of the Company, or such other person designated by
the Company, the share certificates representing the Unvested Shares, together
with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2.  The Unvested Shares and stock assignment
shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions
of the Company and Purchaser attached as Exhibit C-3 hereto, until the
Company exercises its purchase right as provided in Section 1, until such
Unvested Shares are vested, or until such, time as this Agreement no longer is
in effect.  As a further condition to the
Company’s obligations under this Agreement, the spouse of the Purchaser, if
any, shall execute and deliver to the Company the Consent of Spouse attached
hereto as Exhibit C-4.  Upon vesting
of the Unvested Shares, the escrow agent shall promptly deliver to the
Purchaser the certificate or certificates representing such Shares in the
escrow agent’s possession belonging to the Purchaser, and the escrow agent
shall be discharged of all further obligations hereunder; provided, however,
that the escrow agent shall nevertheless retain such certificate or
certificates as escrow agent if so required pursuant to other restrictions
imposed pursuant to this Agreement.


 


3.             The Company, or its
designee, shall not be liable for any act it may do or omit to do with respect
to holding the Shares in escrow and while acting in good faith and in the
exercise of its judgment.


 


4.             Transfer or sale of
the Shares is subject to restrictions on transfer imposed by any applicable
state and federal securities laws.  Any
transferee shall hold such Shares subject to all the provisions hereof and the
Exercise Notice executed by the Purchaser with respect to any Unvested Shares
purchased by Purchaser and shall acknowledge the same by signing a copy of this
Agreement.


 


5.             The Repurchase Option
shall terminate in accordance with the Vesting Schedule in Optionee’s
Nonstatutory Stock Option Agreement.


 


C.            Ownership, Voting
Rights, Duties.  This Agreement shall
not affect in any way the ownership, voting rights or other rights or duties of
Purchaser, except as specifically provided herein.


 


2

















 


D.            Legends.  The share certificate evidencing the Shares
issued hereunder shall be endorsed with the following legend (in addition to
any legend required under applicable state securities laws):


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AND RIGHTS OF FIRST REFUSAL AND REPURCHASE HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS
SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER.  SUCH TRANSFER RESTRICTIONS,
RIGHTS OF FIRST REFUSAL AND REPURCHASE ARE BINDING ON TRANSFEREES OF THESE
SHARES.


 


E.             Adjustment for
Stock Split.  All references to the
number of Shares and the purchase price of the Shares in this Agreement shall
be appropriately adjusted to reflect any stock split, stock dividend or other
change in the Shares which may be made by the Company after the date of this
Agreement.


 


F.             Notices.  Notices required hereunder shall be given in
person or by registered mail to the address of Purchaser shown on the records
of the Company, and to the Company at their respective principal executive
offices.


 


G.            Survival
of Terms.  This Agreement shall apply
to and bind Purchaser and the Company and their respective permitted assignees
and transferees, heirs, legatees, executors, administrators and legal
successors.


 


H.            Section 83(b) Elections
for Unvested Shares Purchased Pursuant to Nonqualified Stock Options.  Purchaser hereby acknowledges that he or she
has been informed that, with respect to the exercise of a nonqualified stock
option for Unvested Shares, that unless an election is filed by the Purchaser
with the Internal Revenue Service and, if necessary, the proper state taxing
authorities, within 30 days of the purchase of the Shares, electing
pursuant to Section 83(b) of the Code (and similar state tax
provisions if applicable) to be taxed currently on any difference between the
purchase price of the Shares and their Fair Market Value on the date of
purchase, there will be a recognition of taxable income to the Optionee,
measured by the excess, if any, of the fair market value of the Shares, at the time
the Company’s Repurchase Option lapses over the purchase price for the
Shares.  Optionee represents that
Optionee has consulted any tax consultant(s) Optionee deems advisable in
connection with the purchase of the Shares or the filing of the Election under Section 83(b) and
similar tax provisions.  A form of
Election under Section 83(b) is attached hereto as Exhibit C-5
for reference.


 


PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S
BEHALF.


 


3

















 


I.              Representations.  Purchaser has reviewed with his own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement.  Purchaser is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents.  Purchaser understands that he
(and not the Company) shall be responsible for his own tax liability that may
arise as a result of this investment or the transactions contemplated by this
Agreement.


 


J.             Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with applicable state laws.


 


Purchaser
represents that he has read this Agreement and is familiar with its terms and
provisions.  Purchaser hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board upon any questions arising under this Agreement.


 


IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PURCHASER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Optioneename»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
  «Optioneename»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Address»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «City»,
  «State» «Zipcode»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Soc. Sec. No.:

  	
   

  
														



 


4

















 


EXHIBIT C-2


 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED I, hereby sell, assign and transfer unto                                 
(             )
shares of the Common Stock of Marvell Technology Group Ltd. standing in my name
of the books of said corporation represented by Certificate No.                   herewith
and do hereby irrevocably constitute and appoint                                                   to transfer the said stock on the books of the
within named corporation with full power of substitution in the premises.


 


This
Stock Assignment may be used only in accordance with the Restricted Stock
Purchase Agreement between Marvell Technology Group Ltd. and the undersigned
dated                   ,
20      .


 


Dated:                             , 20         


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Optioneename»

  



 


INSTRUCTIONS:  Please do not fill in any blanks other than
the signature line.  The purpose of this
assignment is to enable the Company to exercise its “repurchase option,” as set
forth in the Agreement, without requiring additional signatures on the part of
the Purchaser.


 


1

















 


EXHIBIT C-3


 


JOINT ESCROW
INSTRUCTIONS


 


	
   

  	
   

  	
   

  	
   

  	
  «exercisedate»

  



 


Corporate
Secretary


Marvell Technology
Group Ltd.


c/o Marvell
Semiconductor, Inc.


525 Almanor Avenue


Sunnyvale, CA  94086


Attention:  Secretary


 


Dear Secretary:


 


As
Escrow Agent for both Marvell Technology Group Ltd.  (the “Company”), and the undersigned
purchaser of stock of the Company (the “Purchaser”), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of
that certain Restricted Stock Purchase Agreement (“Agreement”) between the
Company and the undersigned, in accordance with the following instructions:


 


A.            In the event the
Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises the Company’s repurchase option
set forth in the Agreement, the Company shall give to Purchaser and you a
written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the principal office of
the Company.  Purchaser and the Company
hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


 


B.            At the closing, you
are directed (a) to date the stock assignments necessary for the transfer
in question, (b) to fill in the number of shares being transferred, and (c) to
deliver same, together with the certificate evidencing the shares of stock to
be transferred, to the Company or its assignee, against the simultaneous
delivery to you of the purchase price (by cash, a check, or some combination
thereof) for the number of shares of stock being purchased pursuant to the
exercise of the Company’s repurchase option.


 


C.            Purchaser irrevocably
authorizes the Company to deposit with you any certificates evidencing shares
of stock to be held by you hereunder and any additions and substitutions to
said shares as defined in the Agreement. 
Purchaser does hereby irrevocably constitute and appoint you as
Purchaser’s attorney-in-fact and agent for the term of this escrow to execute
with respect to such securities all documents necessary or appropriate to make
such securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer
of, the securities.  Subject to the
provisions of this paragraph 3, Purchaser shall exercise all rights and
privileges of a stockholder of the Company while the stock is held by you.


 


1

















 


D.            Upon written request
of the Purchaser, but no more than once per calendar year, unless the Company’s
repurchase option has been exercised, you will deliver to Purchaser a
certificate or certificates representing so many shares of stock as are not
then subject to the Company’s repurchase option.  Within 120 days after cessation of Purchaser’s
status as an Outside Director of the Company, or any parent or subsidiary of
the Company, you will deliver to Purchaser a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to
exercise of the Company’s repurchase option.


 


E.             If at the time of
termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Purchaser, you shall deliver all of
the same to Purchaser and shall be discharged of all further obligations
hereunder.


 


F.             Your duties hereunder
may be altered, amended, modified or revoked only by a writing signed by all of
the parties hereto.


 


G.            You shall be obligated
only for the performance of such duties as are specifically set forth herein
and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. 
You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.


 


H.            You are hereby
expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. 
In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm
or corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.


 


I.              You shall not be
liable in any respect on account of the identity, authorities or rights of the
parties executing or delivering or purporting to execute or deliver the Agreement
or any documents or papers deposited or called for hereunder.


 


J.             You shall not be
liable for the outlawing of any rights under the Statute of Limitations with
respect to these Joint Escrow Instructions or any documents deposited with you.


 


K.            You shall be entitled
to employ such legal counsel and other experts as you may deem necessary
properly to advise you in connection with your obligations hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.


 


L.             Your responsibilities
as Escrow Agent hereunder shall terminate if you shall cease to be an officer
or agent of the Company or if you shall resign by written notice to each
party.  In the event of any such
termination, the Company shall appoint a successor Escrow Agent.


 


2

















 


M.           If you reasonably
require other or further instruments in connection with these Joint Escrow
Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments.


 


N.            It is understood and
agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you
are authorized and directed to retain in your possession without liability to
anyone all or any part of said securities until such disputes shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings.


 


O.            Any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States Post Office,
by registered or certified mail with postage and fees prepaid, addressed to
each of the other parties “hereunto entitled at the following addresses or at
such other addresses as a party may designate by ten days’ advance written
notice to each of the other parties hereto.


 


	
   

  	
   

  	
   

  	
  COMPANY:

  	
   

  	
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c/o Marvell
  Semiconductor, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  525 Almanor Avenue

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Sunnyvale, CA 94086

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention: Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PURCHASER:

  	
   

  	
  «Optioneename»

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
  «Address»

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «City»,
  «State» «Zipcode»

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ESCROW AGENT:

  	
   

  	
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  c/o Marvell
  Semiconductor, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  525 Almanor Avenue

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Sunnyvale, CA 94086

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention: Secretary

  	
   

  	
   

  
											



 


P.             By signing these
Joint Escrow Instructions, you become a party hereto only for the purpose of
said Joint Escrow Instructions; you do not become a party to the Agreement.


 


Q.            This instrument shall
be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns.


 


R.            These Joint Escrow
Instructions shall be governed by, and construed and enforced in accordance
with, the laws of the State of California.


 


3

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MARVELL TECHNOLOGY
  GROUP LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Purchaser:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Optioneename»

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Escrow Agent:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Corporate
  Secretary

  	
   

  
																



 


4

















 


EXHIBIT C-4


 


CONSENT OF SPOUSE


 


I, ,
spouse of «OptioneeName», have read and
approve the foregoing Agreement.  In
consideration of granting of the right to my spouse to purchase shares of
Marvell Technology Group Ltd., as set forth in the Agreement, I hereby appoint
my spouse as my attorney-in-fact in respect to the exercise of any rights under
the Agreement and agree to be bound by the provisions of the Agreement insofar
as I may have any rights in said Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Agreement.


 


Dated:                                    ,
20


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Spouse’s Name

  	
   

  



 


1

















 


EXHIBIT C-5


 


ELECTION UNDER SECTION 83(b)


OF THE INTERNAL
REVENUE CODE OF 1986


 


The undersigned
taxpayer hereby elects, pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayer’s receipt of the property described below:


 


1.             The name, address,
taxpayer identification number and taxable year of the undersigned are as
follows:


 


	
  NAME:

  	
  TAXPAYER:

  	
  «Optioneename»

  	
   

  
	
   

  	
  SPOUSE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDRESS:

  	
  «Optioneename»,«Address», «City»,
  «State» «Zipcode»

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IDENTIFICATION NO.:

  	
  TAXPAYER:

  	
   

  	
  SPOUSE:
        -    -

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TAXABLE YEAR: 2000

  	
   

  	
   

  	
   

  
										



 


2.             The property with
respect to which the election is made is described as follows:  «sharesexercised»
shares (the “Shares”) of the Common Stock of Marvell Technology Group, Ltd.
(the “Company”).


 


3.             The date on which the
property was transferred is: «exercisedate»


 


4.             The property is
subject to the following restrictions:


 


The Shares may not
be transferred and are subject to forfeiture under the terms of an agreement
between the taxpayer and the Company. 
These restrictions lapse upon the satisfaction of certain conditions
contained in such agreement.


 


5.             The fair market value
at the time of transfer, determined without regard to any restriction other
than a restriction which by its terms will never lapse, of such property is:


                $    «Totalmarketvalue»    .


 


6.             The amount (if any)
paid for such property is:


                $    «totalexerciseprice»    .


 


The undersigned
has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described
property.  The transferee of such
property is the person performing the services in connection with the transfer
of said property.


 


The undersigned
understands that the foregoing election may not be revoked except with the
consent of the Commissioner.


 


	
  Dated:
                                                    ,
  20

  	
   

  
	
   

  	
   

  	
  Taxpayer: «Optioneename»

  
	
   

  	
   

  
	
  The undersigned spouse
  of taxpayer joins in this election.

  	
   

  
	
   

  	
   

  
	
  Dated:
                                                    ,
  20

  	
   

  
	
   

  	
  Spouse of Taxpayer: