Exhibit 10.2


 


MARVELL
TECHNOLOGY GROUP LTD.

AMENDED AND RESTATED 1995 STOCK OPTION PLAN


 


AMENDMENT OF STOCK OPTION


 


This Amendment of Stock Option is entered into by and between Michael D. Rashkin (the “Optionee”)
and Marvell Technology Group Ltd., a Bermuda corporation (the “Company”),
effective as set forth below.


 


Recitals


 


WHEREAS, the Company previously granted to the Optionee, under the
Company’s Amended and Restated 1995 Stock Option Plan, the option(s) listed
on Schedule A (the “Options”) to acquire common shares of the
Company at the respective exercise prices listed on Schedule A in
the column entitled “Original Exercise Price Per Share” (the “Agreement”) (all
references to shares and per share prices in this Amendment of Stock Option are
as adjusted for stock splits subsequent to the grant date);


 


WHEREAS, based upon an internal review of the Company’s practices
relating to stock option grants, the Company has determined that the per share
fair market value on the appropriate grant date for each of the Options should
be the price listed in the column entitled “New Exercise Price Per Share;”


 


WHEREAS, if the per share exercise price of each Option is not modified
to be greater than or equal to the applicable “New Exercise Price Per Share,”
the Optionee will be subject to additional taxes under Internal Revenue Code Section 409A
and parallel state taxes, if applicable, with respect to each such Option; and


 


WHEREAS, the parties wish to amend each of the Options to have a per
share exercise price equal to the New Exercise Price for such Option;


 


Agreement


 


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


 


A.            The terms of each Option are hereby amended, effective December 31,
2007, to reflect that the exercise price per share with respect to the shares
subject to the Option that were not exercised prior to January 1, 2008 is
the New Exercise Price Per Share for such Option, as listed on Schedule A.


 


B.            The terms of each Option not specifically amended hereby remain in full
force and effect.


 


C.            Optionee acknowledges that each of the Options is a nonstatutory stock
option for income tax purposes.


 


D.            All defined terms used herein but not otherwise defined shall have the
meaning assigned to such terms in the stock option agreement for such Option.


 


 


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E.             In exchange for Optionee’s agreement to amend the Options, the Company
hereby promises to pay Optionee an RSU grant and/or cash payment as described
on Schedule B.


 


F.              This Amendment of Stock Option shall be governed by the laws of the
State of California without regard to its principles regarding conflicts of
law.


 


G.            Optionee has had an opportunity to consult with the Optionee’s personal
tax, legal and investment advisors with regard to this Amendment of Stock
Option, 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 this Amendment of
Stock Option; 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 costs incurred in
connection with the negotiation and preparation of this Amendment of Stock
Option; provided, however, that nothing herein otherwise shall affect any
rights of the Optionee to indemnification pursuant to the Company’s by-laws or
any other agreements or instruments of or with the Company or any of its
subsidiaries.


 


 


 


 


 


 


 


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The parties hereto have duly executed this Amendment of Stock Option on
the dates set forth below and such acceptance of this agreement shall be
revocable by either party at any time before 12:00 a.m. on January 1,
2008.


 


	
  MARVELL TECHNOLOGY
  GROUP LTD.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature
  of Optionee

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[AMENDMENT TO STOCK OPTION — M. RASHKIN]


 


 


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Schedule A


 


Rashkin,
Michael D.


 




	
  

  Grant 

  Number

  	
   

  	
  

  Shares

  Eligible for

  Amendment

  	
   

  	
  Shares

  Subject to 

  Amended

  Option

  	
   

  	
  Original

  Exercise

  Price per

  Share

  	
   

  	
  New Exercise

  Price per

  Share

  	
   

  	
  Exercise

  Price

  Increase

  per Share

  	
   

  	
  Aggregate Exercise Price Increase

  	
   

  
	
  00004571

  	
   

  	
  10,552

  	
   

  	
  10,552

  	
   

  	
  $

  	
  9.4750

  	
   

  	
  $

  	
  10.40000

  	
   

  	
  $

  	
  0.92500

  	
   

  	
  $

  	
  9,760.60

  	
   

  
	
  00009059

  	
   

  	
  5,640

  	
   

  	
  5,640

  	
   

  	
  $

  	
  17.7300

  	
   

  	
  $

  	
  18.85000

  	
   

  	
  $

  	
  1.12000

  	
   

  	
  $

  	
  6,316.80

  	
   

  
	
  00009060

  	
   

  	
  10,360

  	
   

  	
  10,360

  	
   

  	
  $

  	
  17.7300

  	
   

  	
  $

  	
  18.85000

  	
   

  	
  $

  	
  1.12000

  	
   

  	
  $

  	
  11,603.20

  	
   

  
	
  00004572

  	
   

  	
  9,448

  	
   

  	
  9,448

  	
   

  	
  $

  	
  9.4750

  	
   

  	
  $

  	
  10.40000

  	
   

  	
  $

  	
  0.92500

  	
   

  	
  $

  	
  8,739.40

  	
   

  
	
  00013450

  	
   

  	
  20,312

  	
   

  	
  20,312

  	
   

  	
  $

  	
  27.1050

  	
   

  	
  $

  	
  27.49000

  	
   

  	
  $

  	
  0.38500

  	
   

  	
  $

  	
  7,820.12

  	
   

  
	
  00013449

  	
   

  	
  3,688

  	
   

  	
  3,688

  	
   

  	
  $

  	
  27.1050

  	
   

  	
  $

  	
  27.49000

  	
   

  	
  $

  	
  0.38500

  	
   

  	
  $

  	
  1,419.88

  	
   

  
	
  00001768

  	
   

  	
  1,002

  	
   

  	
  1,002

  	
   

  	
  $

  	
  7.6725

  	
   

  	
  $

  	
  10.09000

  	
   

  	
  $

  	
  2.41750

  	
   

  	
  $

  	
  2,422.34

  	
   

  
	
  00003235

  	
   

  	
  15,336

  	
   

  	
  15,336

  	
   

  	
  $

  	
  6.1850

  	
   

  	
  $

  	
  8.90500

  	
   

  	
  $

  	
  2.72000

  	
   

  	
  $

  	
  41,713.92

  	
   

  
	
  00002287

  	
   

  	
  20,000

  	
   

  	
  20,000

  	
   

  	
  $

  	
  4.6725

  	
   

  	
  $

  	
  6.33500

  	
   

  	
  $

  	
  1.66250

  	
   

  	
  $

  	
  33,250.00

  	
   

  
	
  00003236

  	
   

  	
  664

  	
   

  	
  664

  	
   

  	
  $

  	
  6.1850

  	
   

  	
  $

  	
  8.90500

  	
   

  	
  $

  	
  2.72000

  	
   

  	
  $

  	
  1,806.08

  	
   

  
	
  Total

  	
   

  	
  97,002

  	
   

  	
  97,002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  124,852.34

  	
   

  






 


 


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Schedule B


 


The
number of restricted stock units potentially to be granted in relation to each
Option (the “RSU Number”) shall be equal to that Option’s Aggregate
Exercise Price Increase shown on Schedule A divided by the closing price
of the Company’s common shares on the Nasdaq Global Market on December 31,
2007, rounded up to the nearest whole number.


 


On
January 4, 2008, if Optionee is employed on such date, Optionee will be
granted restricted stock units for each Option in an amount equal to the result
of (X) multiplied by (Y), divided by (Z), rounded up to the nearest whole
number; where (X) equals the Exercise Price Increase Per Share shown on Schedule A
for such Option, (Y) equals the number of shares subject to such Option
that was vested as of December 31, 2007, and (Z) equals the closing
price of the Company’s common shares on the Nasdaq Global Market on December 31,
2007 (the “January 4th RSU Grant”).


 


On
January 15, 2008, if Optionee is employed on such date, Optionee will be
granted restricted stock units in an amount equal to the RSU Number for each of
his or her Options, minus the number of restricted stock units in the January 4th
RSU Grant related to such Option.


 


Example:
Optionee holds an Option to purchase at 1,000 shares for $5.00 per share
granted at a time when fair market value was $10.00.  The closing price of the Company’s stock on December 31,
2007 is assumed to be $15.00 for purposes of these calculations.


 


If
Optionee accepts the offer, the Option will be amended to be an option to
purchase 1,000 shares for $10.00 per share. 
In addition, if the Option was vested as to 500 shares on December 31,
2007, Optionee will receive a restricted stock unit grant on January 4,
2008 for a number of shares equal to (($10.00-$5.00) x 500) divided by
$15.00.  This results in a restricted
stock unit grant for 166 shares on January 4th, 2008.


 


Additionally,
on January 15, 2008, Optionee will receive a restricted unit grant for a
number of shares equal to ((($10.00-$5.00) x 1,000) divided by $15.00) minus
166.  The results in a restricted stock
unit grant for 167 shares on January 4th, 2008.


 


Any
such restricted stock unit grant granted on January 15, 2008 shall vest in
accordance with the vesting schedule of the Option with respect to which it was
granted, with any portion scheduled to vest during a month vesting on the 15th day of such month.


 


If
Optionee is not employed on January 4, 2008, Optionee will receive, in
lieu of any restricted stock unit grant, a cash payment for an amount
equivalent to the Exercise Price Increase per Share shown on Schedule A
for each Option multiplied by the number of shares subject to such Option that
were vested as of the date of employment termination, less applicable tax
withholdings.


 


 


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If
Optionee is not employed on January 15, 2008, Optionee will receive no
restricted stock unit grant on such date, but will instead receive a cash
payment equal to the Exercise Price Increase per Share shown on Schedule A
for each share with respect to which the Option vested between December 31,
2007 and Optionee’s date of termination of employment.


 


Notwithstanding
the foregoing, if the RSU Number for all Options is less than 20, Optionee will
receive, in lieu of any restricted stock unit grant with respect to such
Option, a cash payment equal to the Aggregate Exercise Price Increase for such
Option. Such cash payment will be made on the first payroll date in 2008 and
will not be subject to vesting.


 


 


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