Exhibit 10.1


 


FORM OF
INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (the “Agreement”)
is entered into as of           
    , 20     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)        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.


c/o 5488
Marvell Lane


Santa
Clara, CA 95054


Attention:
Chief Executive Officer


 


and to
Indemnitee at:


 


 


8.       Entire 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.


 


(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