Exhibit
10.4


MARVELL TECHNOLOGY GROUP
LTD. 

AMENDED AND RESTATED 1995 STOCK OPTION PLAN


REFORMATION OF STOCK OPTION
AGREEMENTS


This Reformation of Stock Option Agreements is entered
into by and between George Hervey (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
options to acquire shares of common stock of the Company pursuant to stock
option agreements (the “Agreements”) 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 dates of grant for the following options
(the “Options”) appear to be the dates set forth below based upon the best
information available to the Company: 


	
  Date of

  Grant (per

  Agreement)

  	
   

  	
  Exercise

  Price per

  Share

  	
   

  	
  Number

  of Shares

  Subject to

  Option

  	
   

  	
  Corrected

  Date of

  Grant

  	
   

  	
  Exercise

  Price per

  Share on

  Corrected

  Date of

  Grant

  (“Corrected

  Exercise

  Price”)

  	
   

  	
  Aggregate

  Excess of

  Corrected

  Exercise Price

  over Original

  Exercise Price

  	
   

  	
  Exercised

  or

  Unexercised

  	
   

  
	
  3/18/05

  	
   

  	
  $

  	
  17.73

  	
   

  	
  24,212

  	
   

  	
  3/24/05

  	
   

  	
  $

  	
  18.64

  	
   

  	
  $

  	
  22,033

  	
   

  	
  Unexercised

  	
   

  
	
  1/2/04

  	
   

  	
  $

  	
  9.475

  	
   

  	
  10,552

  	
   

  	
  2/4/04

  	
   

  	
  $

  	
  9.81

  	
   

  	
  $

  	
  3,535

  	
   

  	
  Unexercised

  	
   

  
	
  1/2/04

  	
   

  	
  $

  	
  9.475

  	
   

  	
  269,448

  	
   

  	
  2/4/04

  	
   

  	
  $

  	
  9.81

  	
   

  	
  $

  	
  90,265

  	
   

  	
  Unexercised

  	
   

  
	
  5/5/03

  	
   

  	
  $

  	
  6.185

  	
   

  	
  7,896

  	
   

  	
  8/12/03

  	
   

  	
  $

  	
  8.995

  	
   

  	
  $

  	
  22,188

  	
   

  	
  Unexercised

  	
   

  
	
  5/5/03

  	
   

  	
  $

  	
  6.185

  	
   

  	
  192,104

  	
   

  	
  8/12/03

  	
   

  	
  $

  	
  8.995

  	
   

  	
  $

  	
  539,812

  	
   

  	
  Unexercised

  	
   

  
	
  10/16/02

  	
   

  	
  $

  	
  3.4675

  	
   

  	
  28,836

  	
   

  	
  12/13/02

  	
   

  	
  $

  	
  5.1275

  	
   

  	
  $

  	
  47,868

  	
   

  	
  Unexercised

  	
   

  
	
  10/16/02

  	
   

  	
  $

  	
  3.4675

  	
   

  	
  251,164

  	
   

  	
  12/13/02

  	
   

  	
  $

  	
  5.1275

  	
   

  	
  $

  	
  416,932

  	
   

  	
  Unexercised

  	
   

  
	
  2/28/02

  	
   

  	
  $

  	
  7.6725

  	
   

  	
  6,668

  	
   

  	
  4/3/02

  	
   

  	
  $

  	
  10.09

  	
   

  	
  $

  	
  16,120

  	
   

  	
  Unexercised

  	
   

  
	
  2/28/02

  	
   

  	
  $

  	
  7.6725

  	
   

  	
  105,332

  	
   

  	
  4/3/02

  	
   

  	
  $

  	
  10.09

  	
   

  	
  $

  	
  254,641

  	
   

  	
  Exercised
  in 2006

  	
   

  
	
  2/28/02

  	
   

  	
  $

  	
  7.6725

  	
   

  	
  48,000

  	
   

  	
  4/3/02

  	
   

  	
  $

  	
  10.09

  	
   

  	
  $

  	
  116,040

  	
   

  	
  Exercised
  before 2006

  	
   

  
	
  1/2/01

  	
   

  	
  $

  	
  5.3438

  	
   

  	
  160,000

  	
   

  	
  1/15/01

  	
   

  	
  $

  	
  6.8750

  	
   

  	
  244,992

  	
   

  	
  Exercised before 2006

  	
   

  



 











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


WHEREAS, the parties hereby reform each Agreement to reflect
the applicable Corrected Exercise Price, which equals the fair market value of
the common stock of the Company on the corrected date of grant set forth above.


Agreement


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


A.            The terms of each Option and
Agreement are hereby reformed, effective on the original date of grant of the
Option, to reflect that the exercise price per share is the Corrected Exercise
Price as set forth above.


B.            Upon execution of this Reformation
of Stock Option Agreements on or before December 31, 2006, with respect to the portion
of the Option that was exercised in 2006, the Optionee shall pay to the Company
the aggregate amount by which the Corrected Exercise Price exceeds the amount
the Optionee paid for the shares, or $254,641.


C.            Upon execution of this Reformation
of Stock Option Agreements on or before December 31, 2006, with respect to the
Options (or portions thereof) that were exercised prior to 2006, the Optionee shall
pay to the Company the aggregate amount by which the Corrected Exercise Price exceeds
the amount the Optionee paid for the shares, or $361,032.


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


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


F.             This Reformation of Stock Option
Agreements shall be governed by the laws of the State of California.



 2
 








G.            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 Agreements, 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 Agreements; 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 Agreements or (iii) with respect to costs incurred
in connection with the negotiation and preparation of this Reformation of Stock
Option Agreements; 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 Agreements 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

  	
   

  	
  /s/ George A. Hervey

  
	
   

  	
  Signature of Optionee

  
	
   

  	
   

  
	
   

  	
  George A. Hervey

  
	
   

  	
  George Hervey

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  12/28/06

  
								



 



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