Exhibit 10.3
 Cavium Networks, Inc.
 2007 Equity Incentive Plan
 Approved By Board: February 1, 2007  Approved By Stockholders: April 12, 2007  Termination Date: January 31 , 2017
 1. General.
 (a) Eligible Award Recipients.
 (b) Available Awards.
 (c) General Purpose.
 2. Administration.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
 (ii)
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(iii)
 (iv)
 (v)
 (vi)
 (vii)
 (viii) provided however,
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(ix)
 (x)
 (xi)
 (c) Delegation to Committee.
 (i) General.
 (ii) Section 162(m) and Rule 16b-3 Compliance.
 (d) Delegation to an Officer.
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provided, however,
 (e) Effect of Boards Decision.
 3. Shares Subject to the Plan.
 (a) Share Reserve. st i.e.
 (b)
 (c) Incentive Stock Option Limit.
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(d) Section 162(m) Limitation on Annual Grants
 (e) Source of Shares.
 4. Eligibility.
 (a) Eligibility for Specific Stock Awards
 (b) Ten Percent Stockholders.
 (c) Consultants.  Form S-8 
 5. Option Provisions.
 provided, however
 (a) Term.
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(b) Exercise Price.
 (c) Consideration.
 (i)
 (ii)
 (iii)
 (iv) provided, however, provided, further,
 (v)
 (d) Transferability of Options.
 (i) Restrictions on Transfer. provided, however
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(ii) Domestic Relations Orders. provided, however,
 (iii) Beneficiary Designation.
 (e) Vesting Generally.
 (f) Termination of Continuous Service.
 (g) Extension of Termination Date.
 (h) Disability of Optionholder.
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(i) Death of Optionholder.
 (j) Non-Exempt Employees
 6. Provisions of Stock Awards other than Options.
 (a) Restricted Stock Awards. provided, however
 (i) Consideration.
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(ii) Vesting.
 (iii) Termination of Participants Continuous Service.
 (iv) Transferability.
 (b) Restricted Stock Unit Awards. provided, however,
 (i) Consideration.
 (ii) Vesting.
 (iii) Payment
 (iv) Additional Restrictions.
 (v) Dividend Equivalents.
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(vi) Termination of Participants Continuous Service.
 (vii) Compliance with Section 409A of the Code.
 (c) Stock Appreciation Rights. provided, however
 (i) Term.
 (ii) Strike Price.
 (iii) Calculation of Appreciation.
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(iv) Vesting.
 (v) Exercise.
 (vi) Payment
 (vii) Termination of Continuous Service.
 (viii) Compliance with Section 409A of the Code.
 (d) Performance Awards
 (i) Performance Stock Awards
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(ii) Performance Cash Awards
 (e) Other Stock Awards
 7. Non-Discretionary Grants to Eligible Directors.
 (a) Initial Grants.
 (b) Annual Grants
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(c) Form of Initial and Annual Grants
 (i) Options
 (A) Initial Grants. th
 (B) Annual Grants. th
 (ii) Other Types of Stock Awards
 8. Covenants of the Company.
 (a) Availability of Shares.
 (b) Securities Law Compliance. provided, however,
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(c) No Obligation to Notify.
 9. Miscellaneous.
 (a) Use of Proceeds from Sales of Common Stock.
 (b) Corporate Action Constituting Grant of Stock Awards.
 (c) Stockholder Rights.
 (d) No Employment or Other Service Rights.
 (e) Incentive Stock Option $100,000 Limitation.
 (f) Investment Assurances.
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(g) Withholding Obligations.
 (h) Electronic Delivery
 (i) Deferrals.
 (j) Compliance with Section of 409A of the Code.
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10. Adjustments upon Changes in Common Stock; Other Corporate Events.
 (a) Capitalization Adjustments
 (b) Dissolution or Liquidation provided, however,
 (c) Corporate Transaction.
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(i)
 (ii)
 (iii)
 (iv)
 (v)
  (d) Change in Control.
 11. Termination or Suspension of the Plan.
 (a) Plan Term.
 (b) No Impairment of Rights.
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12. Effective Date of Plan.
  13. Choice of Law.
  14. Definitions.
 (a) Affiliate
 (b) Annual Grant
 (c) Annual Meeting
 (d) Award
 (e) Board
 (f) Capitalization Adjustment
 (g) Change in Control
 (i)
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Subject Person
 (ii)
 (iii)
 (iv)
 (v) provided, however,
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provided, however,
 (h) Code
 (i) Committee
 (j) Common Stock
 (k) Company
 (l) Consultant
 (m) Continuous Service
 (n) Corporate Transaction
 (i)
 (ii)
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(iii)
 (iv)
 (o) Covered Employee
 (p) Director
 (q) Disability
 (r) Effective Date
 (s) Employee
 (t) Entity
 (u) Exchange Act
 (v) Exchange Act Person
 (w) Fair Market Value
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(i) The Wall Street Journal
 (ii)
 (x) Incentive Stock Option
 (y) Initial Grant
 (z) IPO Date
 (aa) Non-Employee Director Regulation S-K
 (bb) Nonstatutory Stock Option
 (cc) Officer
 (dd) Option
 (ee) Option Agreement
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(ff) Optionholder
 (gg) Other Stock Award
 (hh) Other Stock Award Agreement
 (ii) Outside Director
 (jj) Own, Owned, Owner, Ownership
 (kk) Participant
 (ll) Performance Cash Award
 (mm) Performance Criteria
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(nn) Performance Goals
 (oo) Performance Period
 (pp) Performance Stock Award
 (qq) Plan
 (rr) Restricted Stock Award
 (ss) Restricted Stock Award Agreement
 (tt) Restricted Stock Unit Award
 (uu) Restricted Stock Unit Award Agreement
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(vv) Rule 16b-3
 (ww) Securities Act
 (xx) Stock Appreciation Right
 (yy) Stock Appreciation Right Agreement
 (zz) Stock Award
 (aaa) Stock Award Agreement
 (bbb) Subsidiary
 (ccc) Ten Percent Stockholder
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