Exhibit 10.1


 


	
  

  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]

  [Address]

  	
   

  	
  

  Option Number:

  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 29, 2011 in which Pro Forma EPS for such fiscal year
exceeds 200% of Pro Forma EPS for the 2007 fiscal year (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.  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 FPS amortization and write-off of acquired intangible assets and
other, and acquired in-process research and development.  Pro Forma EPS for all fiscal years 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 29,
2011, this Option shall terminate and be of no further force or effect.


 


 


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  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

  
	
   

  	
   

  	
   

  



 


 


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