Exhibit
10.1


MARVELL TECHNOLOGY GROUP
LTD. 

AMENDED AND RESTATED 1995 STOCK OPTION PLAN


REFORMATION OF STOCK OPTION
AGREEMENT


This Reformation of Stock Option Agreement is entered
into by and between Sehat Sutardja (the “Optionee”) and Marvell Technology Group
Ltd., a Bermuda corporation (the “Company”), effective as set forth below.


Recitals


WHEREAS, the Company previously issued to the Optionee
an option (the “Option”) to acquire 6,000,000 shares of common stock of the
Company at an exercise price of $9.125 per share pursuant to a stock option
agreement dated effective December 26, 2003 (the “Agreement”) under the
Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”) (all
references to shares and per share prices in this Reformation of Stock Option
Agreement are as adjusted for subsequent stock splits);


WHEREAS, based upon an internal review of the Company’s
practices relating to stock option grants, the Company has now determined that
the effective date of grant of the Option appears to be January 16, 2004 based
upon the best information available to the Company;


WHEREAS, the Optionee takes no position with respect
to the effective date of grant and instead defers to the Company’s
determination;


WHEREAS, the Option has been exercised with respect to
2,200,788 shares before 2006 and 799,212 shares in 2006; and


WHEREAS, the parties hereby reform the Agreement to reflect
the exercise price per share required by the Plan for a grant on January 16,
2004, or $10.91, the fair market value of the common stock of the Company on
January 16, 2004 (“Corrected Exercise Price”).


Agreement


NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:


A.            The terms of the Option and
Agreement are hereby reformed, effective December 26, 2003, to reflect that the
exercise price per share with respect to the shares subject to the Option is
$10.91.


B.            Upon execution of the Reformation of
Stock Option Agreement on or before December 31, 2006, the Optionee shall pay
to the Company the amount by which the Corrected 









 



Exercise Price exceeds
the amount the Optionee paid for the shares subject to the portion of the
Option that was exercised in 2006, or $1,426,594.


C.            Upon execution of the Reformation of
Stock Option Agreement on or before December 31, 2006, the Optionee shall pay
to the Company the amount by which the Corrected Exercise Price exceeds the amount
the Optionee paid for the shares subject to the portion of the Option that was
exercised before 2006, or $3,928,407.


D.            The Optionee acknowledges that the
Option is a nonstatutory stock option for income tax purposes.


E.             The terms of the Agreement not
specifically reformed hereby remain in full force and effect.


F.             All defined terms used herein but
not otherwise defined shall have the meaning assigned to such terms in the
Agreement.


G.            This Reformation of Stock Option
Agreement shall be governed by the laws of the State of California.


H.            The Optionee has had an opportunity
to consult with the Optionee’s personal tax, legal and investment advisors with
regard to this Reformation of Stock Option Agreement, and is not relying on the
Company or its agents for such advice. 
The Optionee agrees that the Company shall not be liable for any costs,
taxes, loss or damage that the Optionee may incur by entering into the
Agreement or this Reformation of Stock Option Agreement; it being understood
that the Optionee will not pursue a claim, whether by way of indemnification or
otherwise (i) with respect to such costs, taxes, loss or damage, (ii) with
respect to amounts paid to the Company pursuant to paragraphs B and C of this
Reformation of Stock Option Agreement or (iii) with respect to costs incurred
in connection with the negotiation and preparation of this Reformation of Stock
Option Agreement; provided, however, that nothing herein shall otherwise affect
any rights of the Optionee to indemnification pursuant to the Company’s
bye-laws or any other agreements or instruments of or with the Company or any
of its subsidiaries.


The parties hereto have
duly executed this Reformation of Stock Option Agreement on the dates set forth
below.


	
  MARVELL TECHNOLOGY GROUP
  LTD.

  
	
   

  
	
  By:

  	
  /s/ Mike Tate

  	
   

  
	
   

  
	
  Name:

  	
  Mike Tate

  	
   

  
	
   

  
	
  Title:

  	
  VP &
  Treasurer of MSI

  	
   

  
	
   

  
	
   

  
	
  Date:

  	
  12/27/06

  	
   

  	
   

  
	
   

  	
  Signature of
  Optionee

  
	
   

  	
   

  
	
   

  	
  /s/ Sehat
  Sutardja

  
	
   

  	
  Sehat Sutardja

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  12/27/06

  	
   

  
									



 



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