Exhibit 10.1


 


January 17,
2008


 


 


Mr. George
de Urioste

[Address]


 


Dear
George,


 


It
is our pleasure to offer you the position of Interim Chief Financial Officer
with Marvell Technology Group, Ltd. (“the Company”), at a salary of 64,000
USD per month for six months. In addition, in your first paycheck after
beginning employment you will be paid a sign-on bonus of 50,000 USD, less
applicable withholdings.  This sign-on
bonus will be subject to repayment as described below.  You will report directly to Sehat Sutardja.


 


You
will be recommended for a restricted stock unit award with respect
to 25,000 shares of Common Stock of Marvell (the “Award”), subject to
federal and state securities law restrictions.  The Award shall be
effective on the date Marvell’s stock option committee meets to approve the
Award, and shall vest at the rate of 50% after three months of employment with
the Company and 1/6th after the completion of each additional month
of employment with the Company thereafter over the next three (3) months. 
The Award will be subject to your return to the Company of a completed, signed
Restricted Stock Unit Agreement.


 


Should
Marvell hire a non-interim CFO prior to the end of the six-month period, for
the remainder of the six-month period you will be assigned tasks appropriate
for your background and qualifications at the discretion of the CEO and
non-interim CFO.  Should your employment with Marvell be terminated for
cause (as defined on Attachment A), you will receive no further cash payments,
your Award vesting will cease on your termination date and you will forfeit all
rights to any portion of the Award that was unvested on your termination
date.  Should your employment with
Marvell be terminated by the Company without cause, you will be paid, within thirty
days of your termination date, a lump sum payment equal to any unpaid cash
payments that would have been made to you during the six-month employment
period and you will not be required to work further.  In addition, any remaining unvested portion
of the Award will vest on your termination date.  However, should you decide to voluntarily
terminate your employment, you will receive no further cash payments, your
Award vesting will cease on your termination date and you will forfeit all
rights to any portion of the Award that was unvested on your termination date.


 


Should
you chose to terminate your employment, or should your employment be terminated
for cause, prior to the end of the six-month period, you will be required to
repay a percentage of your sign-on bonus equal to the percentage of the Award
that is forfeited upon the termination of your employment.


 


In
addition, the Company shall provide you with an indemnification agreement.  The form of Indemnification Agreement
attached hereto as Attachment B will be submitted to the Company’s Board of
Directors for approval.


 


In
accordance with the Immigration Reform and Control Act of 1986, it will be
necessary for you to submit documents to Human Resources evidencing both your
employment authorization and identity within three (3) business days of
your date of hire.  Acceptable documents include, but are not limited to:


 


 

















 


·                  A valid driver’s
license and social security card, or


 


·                  A passport
(current or expired), and


 


·                  Immigration and
Naturalization Service documents (if applicable).


 


During
your employment, you will be subject to all employment policies the Company has
or adopts.


 


Please
note your offer is contingent upon:


 


·                  Successful completion of a
routine background investigation and reference checks;


 


·                  The Company’s receipt of a
signed Confidential Information and Invention Assignment Agreement
from you; and


 


·                  Completion of visa and
license requirements, if applicable, as set forth above.


 


Marvell
Semiconductor, Inc. is an exciting company whose mission is to be the
leading provider of high performance and high value-added mixed-signal
integrated circuits for the computer, storage, communications and multimedia
markets.  We look forward to your acceptance as we believe you will be an
important addition to our team in achieving our near and long term objectives.


 


This
letter (if accepted) and Attachments A and B constitute the entire agreement
between you and the Company regarding the terms of your employment, and
supersedes any prior representations or agreements, whether written or oral,
concerning the terms of your employment. 
This letter may not be modified or amended except by a signed written
agreement signed by the Chief Executive Officer of the Company.


 


To
accept this offer, please sign below and return the letter to your recruiter,
Alice Young. This offer expires one (1) week from the date of this
letter.  The other copy of this letter is
for your records.


 


Sincerely,


 


	
  /s/
  Sehat Sutardja

  



Sehat
Sutardja

President and Chief Executive Officer


 


Attachment
A — Definition of Cause


 


Attachment
B — Form of Indemnification Agreement


 


 


 


Accepted
By:


 


 


	
  /s/
    George de Urioste

  	
   

  	
  January 22,
  2008

  	
   

  	
  January 23,
  2008

  
	
  George
  de Urioste

  	
   

  	
  Date
  Signed

  	
   

  	
  Start
  Date

  



 


 

















 


Attachment A


 


Definition of Cause


 


 


For
purposes of this letter, “cause” will mean:


 


(i)             Your willful
and continued failure to perform the duties and responsibilities of your
position after you have been delivered a written demand for performance from
the Company’s Chief Executive Officer which describes the basis for his belief
that you have not substantially performed your duties and provides you with
thirty (30) days to take corrective action;


 


(ii)          Any act of
personal dishonesty taken by you in connection with your responsibilities as an
employee of the Company with the intention or reasonable expectation that such
action may result in your substantial personal enrichment;


 


(iii)       Your conviction
of, or plea of nolo contendere to, a felony that the Board reasonably believes
has had or will have a material detrimental effect on the Company’s reputation
or business;


 


(iv)      A breach of any
fiduciary duty owed to the Company by you that has a material detrimental
effect on the Company’s reputation or business;


 


(v)         You being found
liable in any Securities and Exchange Commission or other civil or criminal
securities law action or entering any cease and desist order with respect to
such action (regardless of whether or not you admit or deny liability);


 


(vi)      You (A) obstructing
or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing
to materially cooperate with, any investigation authorized by the Board or any
governmental or self-regulatory entity (an “Investigation”).  However, your failure to waive
attorney-client privilege relating to communications with your own attorney in
connection with an Investigation will not constitute “cause”; or


 


(vii)   Your
disqualification or bar by any governmental or self-regulatory authority from
serving in the capacity contemplated by this letter or your loss of any
governmental or self-regulatory license that is reasonably necessary for you to
perform your responsibilities to the Company under this letter, if (A) the
disqualification, bar or loss continues for more than thirty (30) days, and (B) during
that period the Company uses its good faith efforts to cause the
disqualification or bar to be lifted or the license replaced.


 


 

















 


Attachment B


 


Form of Indemnification Agreement