Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (the “Agreement”) is entered into as of January 23, 2008
by and between Marvell Technology Group Ltd., a Bermuda company (the “Company”),
and the undersigned (“Indemnitee”).


 


RECITALS


 


1. The Company
recognizes that highly competent persons are becoming more reluctant to serve
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against risks
of claims and actions against them arising out of their services to the
corporation.


 


2. The Board of
Directors of the Company (the “Board” or the “Board of Directors”)
has determined that the inability to attract and retain highly competent
persons to serve the Company is detrimental to the best interests of the
Company and its shareholders and that it is reasonable and necessary for the
Company to provide adequate protection to such persons against risks of claims
and actions against them arising out of their services to the corporation.


 


3. The Indemnitee
does not regard the indemnities available under applicable law and the Company’s
bye-laws, as amended from time to time (the “Bye-Laws”), as adequate to
protect Indemnitee against the risks associated with Indemnitee’s service to
the Company.


 


4. The Company is
willing to indemnify Indemnitee to the fullest extent permitted by applicable
law, and Indemnitee is willing to serve and continue to serve the Company on
the condition that Indemnitee be so indemnified.


 


AGREEMENT


 


In consideration
of the premises and the covenants contained herein, the Company and Indemnitee
do hereby covenant and agree as follows:


 


A.                 DEFINITIONS


 


The following
terms shall have the meanings defined below:


 


Expenses shall include all expenses, damages,
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld or delayed), costs, attorneys’ fees and disbursements and costs of attachment
or similar bond, investigations, any expenses paid or incurred in connection
with investigating, defending, being a witness in, participating in (including
on appeal), or preparing for any of the foregoing in, any Proceeding and any
U.S. federal, state, local or foreign taxes imposed on the Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement,
and all interest, assessments and other charges paid or payable thereon or in
respect thereto.


 


Indemnifiable
Event means any
event or occurrence that takes place either before or after the execution of
this Agreement, related to the fact that Indemnitee is or was a director,
officer, employee, controlling person, agent or fiduciary of the Company or any
of its subsidiaries, or is or was serving at the request of the Company as a
director, officer, employee, controlling person, agent or fiduciary of another
corporation, partnership, joint venture or other entity, or related to anything
done or not done by Indemnitee in or about the execution of his or her duty, or
supposed duty, in any such capacity.


 


Participant means a person who is a party to, or
witness or participant (including on appeal) in, a Proceeding.


 


Proceeding means any threatened, pending, or
completed action, suit, arbitration, alternative dispute resolution mechanism
or proceeding, or any inquiry, hearing or investigation, whether civil,
criminal, administrative, investigative or other, including appeal, in the
United States or anywhere else in the world, which Indemnitee may be or may
have been involved as a party or otherwise by reason of an Indemnifiable Event,
including, without limitation, any threatened, pending, or completed action,
suit or proceeding by or in the right of the Company.


 


 

















 


B.                 AGREEMENT
TO INDEMNIFY


 


1.       General Agreement. In the event
Indemnitee was, is, or becomes a Participant in, or is threatened to be made a
Participant in, a Proceeding, the Company shall indemnify the Indemnitee from
and against any and all Expenses which Indemnitee actually and reasonably
incurs or becomes obligated to incur in connection with such Proceeding, to the
fullest extent permitted by applicable law.


 


2.       Indemnification of Expenses of
Successful Party. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits in defense of any
Proceeding or in defense of any claim, issue or matter in such Proceeding,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred in connection with such Proceeding or such claim, issue or matter, as
the case may be, offset by the amount of cash, if any, received by the
Indemnitee resulting from his/her success therein.


 


3.       Partial Indemnification. If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion of Expenses, but not for the total amount of
Expenses, the Company shall indemnify the Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.


 


4.       Exclusions. Notwithstanding
anything in this Agreement to the contrary, Indemnitee shall not be entitled to
indemnification under this Agreement:


 


(a)        to the extent that payment is actually
made to Indemnitee under a valid, enforceable and collectible insurance policy;


 


(b)        to the extent that Indemnitee is
indemnified and actually paid other than pursuant to this Agreement;


 


(c)        in connection with a judicial action by
or in the right of the Company, in respect of any claim, issue or matter as to
which the Indemnitee shall have been adjudicated by final judgment in a court
of competent jurisdiction to be liable for willful neglect or default in the
performance of his duty to the Company unless and only to the extent that any
court in which such action was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses as such court shall deem proper;


 


(d)        in connection with any Proceeding
initiated by Indemnitee against the Company, any director or officer of the
Company or any other party, and not by way of defense, unless (i) the
Company has joined in or the Reviewing Party (as hereinafter defined) has
consented to the initiation of such Proceeding; or (ii) the Proceeding is
one to enforce indemnification rights under this Agreement or any applicable
law;


 


(e)        brought about by the dishonesty or fraud
of the Indemnitee seeking payment hereunder; provided,
however, that the Indemnitee shall be
protected under this Agreement as to any claims upon which suit may be brought
against him by reason of any alleged dishonesty or fraud on his part, unless a
judgment or other final adjudication thereof adverse to the Indemnitee
establishes that he committed fraud or dishonesty, in each instance where such
acts were material to the cause of action so adjudicated;


 


(f)         arising out of Indemnitee’s personal
tax matters;


 


(g)        for any Expenses or payment of profits
arising from the purchase and sale by the Indemnitee of securities in violation
of Section 16(b) of the Exchange Act or any similar successor
statute;


 


(h)        arising out of Indemnitee’s breach of
its obligations under any employment agreement with the Company (if any) or any
other agreement with the Company or any of its subsidiaries; or


 


(i)         for any Expenses, judgment, fine or
penalty which the Company is prohibited by applicable law from paying to
Indemnitee.


 


5.       No Employment Rights. Nothing in
this Agreement is intended to create in any Indemnitee who is an employee of
the Company any right to continued employment with the Company.


 


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6.       Contribution. If the
indemnification provided in this Agreement is unavailable and may not be paid
to Indemnitee for any reason (other than those set forth in Section B.4,
then the Company shall contribute to the amount of Expenses paid in settlement
actually and reasonably incurred and paid or payable by Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the
transaction from which such Proceeding arose, and (ii) the relative fault
of the Company on the one hand and of the Indemnitee on the other hand in
connection with the events which resulted in such Expenses, as well as any
other relevant equitable considerations. The relative fault of the Company on
the one hand and of the Indemnitee on the other hand shall be determined by
reference to, among other things, the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent the circumstances
resulting in such Expenses, judgments, fines or settlement amounts. The Company
agrees that it would not be just and equitable if contribution pursuant to this
Section 6 were determined by pro rata allocation or any other method of
allocation which does not take account of the foregoing equitable
considerations.


 


C.                 INDEMNIFICATION
PROCESS


 


1.       Notice and Cooperation By Indemnitee.
Indemnitee shall, as a condition precedent to his right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of
any claim made against Indemnitee for which indemnification will or could be
sought under this Agreement, provided that
the delay of Indemnitee to give notice hereunder shall not prejudice any of
Indemnitee’s rights hereunder, except to the extent that such delay results in
the Company’s forfeiture of substantive rights or defenses. Notice to the
Company shall be given in accordance with Section F.7 below. In addition,
Indemnitee shall give the Company such information and cooperation as the
Company may reasonably request.


 


2.       Indemnification Payment.


 


(a)        Advancement of Expenses.
Indemnitee may submit a written request with reasonable particulars to the
Company requesting that the Company advance to Indemnitee all Expenses that may
be reasonably incurred by Indemnitee in connection with a Proceeding to the
fullest extent permitted by applicable law. The Company shall, within ten (10) business
days of receiving such a written request by Indemnitee, advance all requested
Expenses to Indemnitee; provided, however, that Indemnitee shall set forth in
such request reasonable evidence that such Expenses have been incurred by the
Indemnitee in connection with such Proceeding, a statement that such Expenses
do not relate to any matter described in Section B.4 above, and an
undertaking in writing to repay any advances if it is ultimately determined
that the Indemnitee is not entitled to indemnification under this Agreement.


 


 (b)       Reimbursement of Expenses. To the extent Indemnitee has not
requested any advanced payment of Expenses from the Company, Indemnitee shall
be entitled to receive reimbursement for the Expenses actually and reasonably
incurred in connection with a Proceeding from the Company as soon as
practicable after Indemnitee makes a reasonably detailed written request to the
Company for reimbursement.


 


(c)        Determination by the
Reviewing Party. Notwithstanding anything foregoing to the contrary,
in the event the Reviewing Party informs the Company that Indemnitee is not
entitled to indemnification in connection with a Proceeding under this
Agreement or applicable law, Indemnitee shall reimburse the Company for all
Expenses previously advanced or otherwise paid to Indemnitee in connection with
such Proceeding; provided, however,
that Indemnitee may bring a suit to enforce his indemnification right in
accordance with Section C.3 below.


 


3.       Suit to Enforce Rights. Regardless
of any action by the Reviewing Party, if Indemnitee has not received full
indemnification within thirty (30) days after making a written demand in
accordance with Section C.2 above, Indemnitee shall have the right to
enforce its indemnification rights under this Agreement by commencing
litigation in any court of competent jurisdiction seeking a determination by
the court or challenging any determination by the Reviewing Party or any breach
in any aspect of this Agreement. Any determination by the Reviewing Party not
challenged by Indemnitee and any judgment entered by the court shall be binding
on the Company and Indemnitee.


 


4.       Assumption of Defense. In the
event the Company is obligated under this Agreement to advance or bear any Expenses
for any Proceeding against Indemnitee, the Company shall be entitled to assume
the defense of such Proceeding, with counsel approved by Indemnitee, upon
delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company,


 


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the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless
(i) the employment of counsel by Indemnitee has been previously authorized
by the Company, (ii) Indemnitee shall have reasonably concluded, based on
written advice of counsel, that there may be a conflict of interest of such
counsel retained by the Company between the Company and Indemnitee in the
conduct of any such defense, or (iii) the Company ceases or terminates the
employment of such counsel with respect to the defense of such Proceeding, in
any of which events the reasonable fees and expenses of Indemnitee’s counsel
shall be at the expense of the Company. At all times, Indemnitee shall have the
right to employ counsel in any Proceeding at Indemnitee’s expense.


 


5.       Defense to Indemnification, Burden of
Proof and Presumptions. It shall be a defense to any action brought by
Indemnitee against the Company to enforce this Agreement that it is not
permissible under this Agreement or applicable law for the Company to indemnify
the Indemnitee for the amount claimed. In connection with any such action or
any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified under this Agreement, the burden of proving such
a defense or determination shall be on the Company. Neither the failure of the
Reviewing Party or the Company to have made a determination prior to the
commencement of such action by Indemnitee that indemnification is proper under
the circumstances because Indemnitee has met the standard of conduct set forth
in applicable law, nor an actual determination by the Reviewing Party or the
Company that Indemnitee had not met such applicable standard of conduct shall
be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


6.       No Settlement Without Consent.
Neither party to this Agreement shall settle any Proceeding in any manner that
would impose any damage, loss, penalty or limitation on Indemnitee without the
other party’s written consent. Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement.


 


7.       Company Participation. Subject to Section B.6,
the Company shall not be liable to indemnify the Indemnitee under this
Agreement with regard to any judicial action if the Company was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense, conduct and/or settlement of such action.


 


8.       Reviewing Party. For purposes of
this Agreement, in the event that the Disinterested Directors (as defined
below) do not direct otherwise as contemplated in the immediately succeeding
sentence, the Reviewing Party with respect to each indemnification request of
Indemnitee shall be (1) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (2) by a committee of
Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board or (3) by the
shareholders of the Company by majority vote of a quorum thereof consisting of
shareholders who are not parties to the Proceeding due to which a claim for
indemnification is made under this Agreement. In the event that (1) there
are no Disinterested Directors or (2) a majority of the Disinterested
Directors (or a committee thereof) so directs, the Reviewing Party with respect
to each indemnification request of Indemnitee shall be Independent Counsel (as
defined in Section 8(d) of this Agreement) in a written opinion to
the Board, a copy of which shall be delivered to Indemnitee.  If it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination. Indemnitee shall cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
Independent Counsel or member of the Board shall act reasonably and in good
faith in making a determination under this Agreement of the Indemnitee’s
entitlement to indemnification. Any reasonable costs or expenses (including
reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification), and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom to the extent as aforesaid to the fullest
extent permitted by applicable law. “Disinterested Director” means a
director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(b)        If the determination of entitlement to
indemnification is to be made by Independent Counsel, the Independent Counsel
shall be selected as provided in this Section 8(b). The Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors, in which event the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
shall select), and Indemnitee


 


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shall give written
notice to the Company advising it of the identity of the Independent Counsel so
selected. In either event, Indemnitee or the Company, as the case may be, may,
within ten (10) days after such written notice of selection shall have
been given, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 8(d) of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If the determination of entitlement to
indemnification is to be made by Independent Counsel, but within 20 days after
submission by Indemnitee of a written request for indemnification, no
Independent Counsel shall have been selected and not objected to, then the
Board of Directors by a majority vote shall select the Independent Counsel. The
Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting under
this Agreement, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 8(b), regardless of the manner
in which such Independent Counsel was selected or appointed.


 


(c)        In making a determination with respect
to entitlement to indemnification hereunder, the Reviewing Party shall presume
that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as
otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that his
conduct was unlawful. For purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is
based on the records or books of account of the Company and any other
corporation, partnership, joint venture or other entity of which Indemnitee is
or was serving at the written request of the Company as a director, officer,
employee, agent or fiduciary, including financial statements, or on information
supplied to Indemnitee by the officers and directors of the Company or such
other corporation, partnership, joint venture or other entity in the course of
their duties, or on the advice of legal counsel for the Company or such other
corporation, partnership, joint venture or other entity or on information or
records given or reports made to the Company or such other corporation,
partnership, joint venture or other entity by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the Company
or such other corporation, partnership, joint venture or other entity. In
addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Company or such other corporation,
partnership, joint venture or other entity shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.
The provisions of this Section 8(c) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.


 


(d)        “Independent Counsel” means a law
firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been,
retained to represent (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning the
Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees of the Independent Counsel referred to above.


 


D.                 DIRECTOR
AND OFFICER LIABILITY INSURANCE


 


1.       Good Faith Determination. The
Company shall from time to time make the good faith determination whether or
not it is practicable for the Company to obtain and maintain a policy or
policies of insurance with reputable insurance companies providing the officers
and directors of the Company with coverage for losses incurred in connection


 


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with their
services to the Company or to ensure the Company’s performance of its
indemnification obligations under this Agreement.


 


2.       Coverage of Indemnitee. To the
extent the Company maintains an insurance policy or policies providing
directors’ and officers’ liability insurance, Indemnitee shall be covered by
such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or
officers.


 


3.       No Obligation. Notwithstanding the
foregoing, the Company shall have no obligation to obtain or maintain any
director and officer insurance policy if the Company determines in good faith
that such insurance is not reasonably available in the case that (i) premium
costs for such insurance are disproportionate to the amount of coverage
provided, (ii) the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit, or (iii) Indemnitee
is covered by similar insurance maintained by a parent or subsidiary of the
Company.


 


E.                  NON-EXCLUSIVITY;
FEDERAL PREEMPTION; TERM


 


1.       Non-Exclusivity. The
indemnification provided by this Agreement shall not be deemed exclusive of any
rights to which Indemnitee may be entitled under the Bye-Laws, applicable law
or any written agreement between Indemnitee and the Company (including its
subsidiaries and affiliates). The indemnification provided under this Agreement
shall continue to be available to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though he may have ceased to
serve in any such capacity at the time of any Proceeding.


 


2.       Federal Preemption.
Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that
in certain instances, U.S. federal law or applicable public policy may override
applicable law and prohibit the Company from indemnifying its directors and
officers under this Agreement or otherwise. Indemnitee acknowledges that the
U.S. Securities and Exchange Commission believes that indemnification for
liabilities arising under certain U.S. federal securities laws is against
public policy and is, therefore, unenforceable and that the Company may be
required in the future to undertake with the United States Securities and Exchange
Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to
indemnify Indemnitee.


 


3.       Duration of Agreement. All
agreements and obligations of the Company contained herein shall continue
during the period Indemnitee is an officer and/or a director of the Company (or
is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise) and shall continue thereafter so long as Indemnitee shall be
subject to any Proceeding by reason of his former or current capacity at the
Company or any other enterprise at the Company’s request, whether or not he is
acting or serving in any such capacity at the time any Expense is incurred for
which indemnification can be provided under this Agreement. This Agreement
shall continue in effect regardless of whether or not Indemnitee continues to
serve as an officer and/or a director of the Company or any other enterprise at
the Company’s request.


 


F.                  MISCELLANEOUS


 


1.       Amendment of this Agreement. No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by the parties hereto. No waiver of any of the
provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing waiver.
Except as specifically provided in this Agreement, no failure to exercise or
any delay in exercising any right or remedy shall constitute a waiver.


 


2.       Subrogation. In the event of
payment to Indemnitee by the Company under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the Company to bring suit to enforce such rights.


 


3.       Assignment; Binding Effect.
Neither this Agreement nor any of the rights or obligations hereunder may be
assigned by either party hereto without the prior written consent of the other
party; except that the Company may, without such consent, assign all such
rights and obligations to a successor in interest to the Company which


 


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assumes all
obligations of the Company under this Agreement. Notwithstanding the foregoing,
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by and against the parties hereto and the Company’s successors
(including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the business and/or assets of the
Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and
legal representatives.


 


4.       Severability and Construction.
Nothing in this Agreement is intended to require or shall be construed as
requiring the Company to do or fail to do any act in violation of applicable
law. The Company’s inability, pursuant to a court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. In addition, if any portion of this Agreement shall be held by a
court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest
extent permitted by applicable law. The parties hereto acknowledge that they
each have opportunities to have their respective counsels review this
Agreement. Accordingly, this Agreement shall be deemed to be the product of
both of the parties hereto, and no ambiguity shall be construed in favor of or
against either of the parties hereto.


 


5.       Counterparts. This Agreement may
be executed in two counterparts, both of which taken together shall constitute
one instrument.


 


6.       Governing Law This Agreement and
all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Delaware, United States of America, without giving
effect to conflicts of law provisions thereof.


 


7.       Notices. All notices, demands, and
other communications required or permitted under this Agreement shall be made
in writing and shall be deemed to have been duly given if delivered by hand,
against receipt, or mailed, postage prepaid, certified or registered mail,
return receipt requested, and addressed to the Company at:


 


Marvell Technology Group Ltd.


5488 Marvell Lane


Santa Clara, CA 95054


Attention:
Chief Executive Officer


 


and to
Indemnitee at:


 


George
de Urioste


 






 


8.       Entire Agreement; Superseding
Agreement. This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. Notwithstanding anything to
the contrary in this Agreement, at such time as the Company adopts a form of
director and officer indemnification agreement for use generally by the Company’s
directors and officers (the “General Agreement”), Indemnitee and the Company
agree that the parties hereto shall enter into the General Agreement, and at
such time as the General Agreement is executed by both parties, the terms of
the General Agreement shall be binding on the parties hereto and the terms of
this Agreement shall be of no further force or effect.


 


(Signature page follows)


 


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IN WITNESS
WHEREOF, the parties hereto execute this Agreement as of the date first written
above.


 


	
  COMPANY

  
	
   

  
	
  Marvell Technology Group Ltd.

  
	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE

  
	
   

  	
   

  
	
  Name:

  	
   

  



 


 


 


Signature Page to Indemnification Agreement