Exhibit 10.23


 


	
  Notice of Grant of Stock Options and

  Option Agreement

  	
   

  	
  Marvell Technology Group Ltd.

  ID: 77-0481679

  Canon’s Court

  22 Victoria Street

  Hamilton HM 12, Bermuda

  



 


	
  [Name]

  	
   

  	
  Option Number:

  
	
  [Address]

  	
   

  	
  Plan:

  
	
   

  	
   

  	
  ID:

  



 


Effective [Date], you
have been granted a Non-Qualified Stock Option to buy                     
Shares of Common Stock of Marvell Technology Group Ltd. (the “Company”) at $                
per share.


 


The total option price
of the Shares granted is $                          .


 


This Option shall
become vested and fully exercisable and the Shares will be fully vested on the
10-K Due Date corresponding to the first fiscal year ending on or prior to
January 30, 2010 in which Pro Forma EPS for such fiscal year exceeds $          
(the “Target EPS”).  Prior to such time,
this Option shall not be vested or exercisable and the Shares shall not be
vested.  The Target EPS shall be
proportionately adjusted by the Executive Compensation Committee of the Board
for any stock split, reverse stock split, stock dividend, share combination,
recapitalization or similar event effected subsequent to the date hereof (and
shall be adjusted to be $        
should the 2-for-1 stock split in the form of a stock dividend approved,
subject to shareholder approval of an increase in the Company’s authorized
share capital, by the Board on February 21, 2006, be effected). As used herein,
“10-K Due Date” shall mean, with respect to the fiscal year in question, the
prescribed due date on which the Company’s Annual Report on Form 10-K is
required to be filed with the Securities and Exchange Commission.  “Pro Forma EPS” shall be calculated by
adjusting diluted net income per share under generally accepted accounting
principles (“GAAP EPS”) for the impact of (i) non-cash stock-based compensation
charges by adding to GAAP EPS non-cash stock-based compensation expense
recognized under Statement of Financial Accounting Standard No. 123 (R) (“SFAS
123R”), and (ii) non-cash charges associated with purchase accounting and other
write-off related expenses by adding to GAAP EPS amortization and write-off of
acquired intangible assets and other, and acquired in-process research and
development.  Pro Forma EPS for fiscal years 2007, 2008, 2009 and 2010
shall be derived in a manner consistent with the derivation of pro forma
non-GAAP net income per share for the fiscal year ended January 28, 2006 included
in the Company’s earnings release dated February 23, 2006 (it being understood
that Pro Forma EPS for fiscal years ending after January 28, 2006 shall reflect
adjustments to add to GAAP EPS non-cash stock-based compensation expense
recognized under SFAS 123R and shall include purchase accounting adjustments
for inventory).  All interpretations and
determinations with respect to the calculation of Pro Forma EPS shall be made
by the Executive Compensation Committee of the Board, whose decisions shall be
final and binding on all persons.


 


The term of this Option
shall expire on [Date - 10 years from date of grant], subject to earlier
termination as set forth in the attached Option Agreement and the following
sentence.  If this Option shall not have
become vested and fully exercisable and the Shares fully vested as of the 10-K
Due Date for the fiscal year ending January 30, 2010, this Option shall
terminate and be of no further force or effect.


 


By your signature and
the Company’s signature below, you and the Company agree that these options are
granted under and governed by the terms and conditions of the Company’s Amended
and Restated 1995 Stock Option Plan, as amended, and the Option Agreement, all
of which are attached and made a part of this document.


 


 


	
   

  	
   

  	
   

  
	
  Marvell Technology Group Ltd.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  Date 

  



 

















 


II.            OPTION
AGREEMENT


 


1.             Grant
of Option.  The Company hereby grants
to the optionee named in the attached Notice of Grant (the “Optionee”), the
Option to purchase the Shares, at the exercise price per Share set forth in the
Notice of Grant (the “Exercise Price”) subject to the terms, definitions and
provisions of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock
Option Plan, as the same may be amended as set forth therein and herein (the “Plan”),
which is incorporated herein by reference. 
Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement and the Notice of Grant.


 


If designated in the
Notice of Grant as an Incentive Stock Option, this Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the
Code.  However, if this Option is
intended to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory
Stock Option.


 


2.             Exercise
of Option.  This Option shall be
exercisable during its term and shall vest in accordance with the Vesting
Schedule and with the provisions of Section 9 of the Plan as follows:


 


(i)            Right
to Exercise.


 


(a)           This
Option may not be exercised for a fraction of a Share.


 


(b)           In
the event of Optionee’s death, disability or other termination of Optionee’s
Continuous Service, the exercisability of this Option shall be governed by
Sections 5, 6 and 7 below.


 


(c)           In
no event may this Option be exercised after the date of expiration of the term
of this Option as set forth in the Notice of Grant.


 


(ii)           Method
of Exercise.


 


(a)           This
Option shall be exercisable by written notice (in the form attached as
Exhibit A) which shall state the election to exercise this Option, the
number of Shares in respect of which this Option is being exercised, and such
other representations and agreements as to as may reasonably be required by the
Company.  Such written notice shall be
signed by Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company.  The written
notice shall be accompanied by payment of the aggregate Exercise Price for the
number of Shares in respect of which the Option is being exercised.  This Option shall be deemed to be exercised
upon receipt by the Company of such written notice accompanied by the aggregate
Exercise Price for the number of Shares in respect of which the Option is being
exercised.


 


(b)           No
Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange or interdealer quotation system upon
which the Shares may then be listed or traded. 
Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to Optionee on the date on which this Option is
exercised with respect to such Shares.


 

















 


(c)           If
this Option is being exercise by the representative of the Optionee, the
exercise notice shall be accompanied by proof (satisfactory to the Company) of
the representative’s right to exercise this Option.


 


3.             Payment.


 


(a)           Payment
of the Exercise Price shall be by any of the following, or a combination
thereof, at the election of Optionee: (i) cash, (ii) check, (iii) other Shares
that have a Fair Market Value on the date of payment equal to the aggregate
exercise price of the Shares as to which this Option is being exercised,
provided that at such time the Company is legally able to purchase its shares,
or (iv) delivery by a broker or brokerage firm approved by the Administrator of
a properly executed exercise notice together with payment of the Exercise Price
and such other documentation as the Administrator shall require.


 


(b)           Neither
the Optionee nor the Optionee’s representative shall have any rights as a
shareholder with respect to any Shares subject to this Option until the
Optionee or the Optionee’s representative becomes entitled to receive such
Shares by filing a notice of exercise and paying the aggregate Exercise Price
pursuant to Section 2.0 and Section 3(a).


 


4.             Restrictions
on Exercise.  This Option may not be
exercised until such time as the Plan has been approved by the shareholders of
the Company, or if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including
any rule under Part 207 of Title 12 of the Code of Federal
Regulations (“Regulation G”) as promulgated by the Federal Reserve
Board.  As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.


 


5.             Termination
of Relationship.  In the event an
Optionee’s Continuous Status as an Employee or Consultant terminates, Optionee
may, to the extent this Option was vested at the date of such termination (the “Termination
Date”), exercise this Option at any time during the 30 day period immediately
following the Termination Date.  To the
extent that Optionee was not vested in this Option at the date of such
termination, or if Optionee does not exercise this Option within the time
specified herein, this Option shall terminate. Notwithstanding the foregoing,
in no event shall any Option be exercisable later than the Term/Expiration Date
as provided in the Notice of Grant.


 


6.             Disability
of Optionee.  Notwithstanding the
provisions of Section 5 above, in the event of termination of an Optionee’s
Continuous Status as an Employee or Consultant as a result of his or her
disability, Optionee may, but only within the 180 day period (or such other
period of time in excess of 180 days as is determined by the Administrator in
its absolute discretion) immediately following the date of such termination, exercise
this Option to the extent this Option was vested at the date of such
termination; provided, however, that if such disability is not a “disability”
as such term is defined in Section 22(e)(3) of the Code, in the case of an
Incentive Stock Option such Incentive Stock Option shall cease to be treated as
an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option on the ninety-first (91st) day following such
termination.  To the extent that Optionee
was not vested in this Option at the date of termination, or if Optionee does
not exercise this Option within the time


 


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specified herein,
this Option shall terminate, and the Shares covered by this Option shall revert
to the Plan. Notwithstanding the foregoing, in no event shall any Option be
exercisable later than the Expiration Date as provided in the Notice of Grant.


 


7.             Death
of Optionee.  Notwithstanding the
provisions of Section 5 above, in the event of termination of Optionee’s
Continuous Status as an Employee or Consultant as a result of the death of
Optionee, this Option may be exercised at any time within the 360 day period
immediately following the date of death, by Optionee’s estate or by a person
who acquired the right to exercise this Option by bequest or inheritance, but
only to the extent Optionee could exercise this Option at the date of death.
Notwithstanding the foregoing, in no event shall any Option be exercisable
later than the Expiration Date as provided in the Notice of Grant.  To the extent that Optionee is not vested in
this Option at the date of death, or if this Option is not exercised within the
time specified herein, this Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


 


8.             Non-Transferability
of Option.  This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
Optionee.  The terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
Optionee.


 


9.             Term
of Option.  This Option may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.  The limitations set out in
Section 6 of the Plan regarding Options designated as Incentive Stock
Options that are granted to more than ten percent (10%) shareholders shall
apply to this Option. All expiration periods set forth in this Option Agreement
and the Plan shall terminate at 5:00 p.m. California time on the date provided
in this Option Agreement or the Plan.


 


10.           Tax
Consequences.  Optionee acknowledges
that he or she has read the description of tax consequences in the Plan
Prospectus and has consulted his or her personal tax advisor regarding the same
to the extent he or she has determined advisable. Optionee is not relying on
the Company, or any of its officers, directors, employees or advisors, for any
tax advice or planning information whatsoever. 
Set forth below is a brief summary as of the date of this Option of some
of the federal and state tax consequences of exercise of this Option and
disposition of the Shares.  THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(i)            Exercise
of Incentive Stock Option.  If this
Option qualifies as an Incentive Stock Option, there will be no regular federal
income tax liability or state income tax liability upon the exercise of this
Option, although the excess, if any, of the Fair Market Value of the Shares on
the date of exercise over the Exercise Price will be treated as an adjustment
to the alternative minimum tax for federal tax purposes and may subject
Optionee to the alternative minimum tax in the year of exercise.


 


(ii)           Exercise
of Incentive Stock Option Following Disability.  If Optionee’s Continuous Status as an Employee
or Consultant terminates as a result of disability that is not


 


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total and
permanent disability as defined in Section 22(e)(3) of the Code, to the
extent permitted on the date of termination, Optionee must exercise an
Incentive Stock Option within 90 days of such termination for the Incentive
Stock Option to be qualified as an Incentive Stock Option.


 


(iii)          Exercise
of Nonstatutory Stock Option.  There
may be a regular federal income tax liability and state income tax liability
upon the exercise of a Nonstatutory Stock Option.  Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price.  If Optionee is an
Employee or a former Employee, the Company will be required to withhold from
Optionee’s compensation or collect from Optionee and pay to the applicable
taxing authorities an amount in cash equal to a percentage of this compensation
income at the time of exercise, and may refuse to honor the exercise and refuse
to deliver Shares if such withholding amounts are not delivered at the time of
exercise.  If this Optionee is subject to
Section 16 of the Securities Act of 1934, as amended, the date of income
recognition may be deferred for up to six months.


 


(iv)          Disposition
of Shares.  In the case of an
Nonstatutory Stock Option, if Shares are held for at least one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for federal and state income tax purposes. 
In the case of an Incentive Stock Option, if Shares transferred pursuant
to this Option are held for at least one year after exercise and are disposed
of at least two years after the Date of Grant, any gain realized on disposition
of the Shares will also be treated as long-term capital gain for federal and
California income tax purposes.  If
Shares purchased under an Incentive Stock Option are disposed of within such
one-year period or within two years after the Date of Grant, any gain realized
on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and
the lesser of (1) the Fair Market Value of the Shares on the date of exercise,
or (2) the sale price of the Shares.


 


(v)           Notice
of Disqualifying Disposition of Incentive Stock Option Shares.  If this Option granted to Optionee herein is
an Incentive Stock Option, and if Optionee sells or otherwise disposes of any
of the Shares acquired pursuant to the Incentive Stock Option on or before the
later of (1) the date two years after the Date of Grant, or (2) the
date one year after the date of exercise, Optionee shall immediately notify the
Company in writing of such disposition. 
Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by Optionee.


 


11.           Tax
Withholding.  If the Company
determines that it is required to withhold any tax as a result of the exercise
of this Option, the Optionee, as a condition to the exercise of this Option,
shall make arrangements satisfactory to the Company to enable it to satisfy all
withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to timely satisfy any withholding
requirements that may arise in connection with the vesting or disposition of
Shares subject to this Option.


 


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12.           Entire
Agreement; Governing Law.  The Plan
is incorporated herein by reference.  The
Plan, the Notice of Grant and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements and all
contemporaneous oral undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, including but not limited to the
grant or promise of any right or option to purchase shares of capital stock of
the Company to Optionee pursuant to any employment agreement or offer letter
delivered by the Company to Optionee or otherwise, and may not be modified to
materially and adversely affect the Optionee’s interest except by means of a
writing signed by the Company and Optionee. 
This Option Agreement is governed by California law except for that body
of law pertaining to its conflict of laws.


 


13.           Optionee
Acknowledgments.  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION
HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF
THE COMPANY (NOT THROUGH ANY OTHER MEANS, INCLUDING WITHOUT LIMITATION, THE ACT
OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY
REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY
WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT
OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.


 


Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the
terms and provisions thereof, and hereby accepts this Option subject to all of
the terms and provisions thereof. 
Optionee has reviewed the Plan, this Option Agreement and the Notice of
Grant in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option and fully understands all provisions of such
documents.  Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan, the Notice of Grant or
this Option Agreement.  Notwithstanding
the foregoing, if any party brings any action, suit, counterclaim, cross-claim,
appeal, arbitration, or mediation for any relief against the other to enforce
the terms of or to declare rights under this Plan or the Option Agreement, in
addition to any damages and costs which the prevailing party otherwise would be
entitled, the non-prevailing party shall pay to the prevailing party a
reasonable sum for attorneys’ fees and costs incurred in bringing and
prosecuting or defending such action or enforcing any judgment, order, ruling,
or award.  Optionee agrees to timely
notify the Company upon any change in the residence address indicated below,
and acknowledges that the Company may at in its discretion deliver share
certificates representing Shares issued pursuant to the exercise of this Option
to such address.  Optionee agrees to
provide the Company within 7 days of the execution of this Option Agreement the
Consent of Spouse attached hereto if applicable, or within 7 days of any event
that would cause such consent to be applicable. 
Optionee acknowledges that the Company will rely on such agreement.


 


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