Exhibit 10.2


 


	
  Notice
  of Grant of Award

  and Award Agreement

  	
  Marvell
  Technology Group LTD

  
	
  ID:
  77-0481679

  
	
  Argyle
  House, 41a Cedar Avenue

  
	
  P O Box HM
  1179

  
	
  Hamilton HM
  EX, Bermuda

  



 


	
  Name

  	
  Award
  Number:

  	
  00000000

  
	
  Address
  line 1

  	
  Plan:

  	
  1995

  
	
  City,
  State United States 00000

  	
  ID:

  	
  0000

  



 


Effective X/XX/XXXX, you have been granted an
award of XX,XXX restricted stock units. These units are restricted until the
vest date(s) shown below, at which time you will receive shares of Marvell
Technology Group LTD (the Company) common stock.


 


The
current total value of the award is [$total value of award].


 


The
Award will vest in increments on the date(s) shown. This Notice of
Grant is subject to all of the terms and conditions set forth herein, as well
as the Stock Unit Award Agreement, the Appendix (which include the special
provisions for participant’s country of residence if any), and the Plan, all of
which are incorporated herein by reference. 
Capitalized terms used in this Notice of Grant but not defined shall
have the same meaning as provided in the Plan.


 


	
  Shares

  	
   

  	
  Full Vest

  	
   

  
	
  %% SHARES

  	
   

  	
  %% VEST DATE

  	
   

  
	
  %% SHARES

  	
   

  	
  %% VEST DATE

  	
   

  
	
  %% SHARES

  	
   

  	
  %% VEST DATE

  	
   

  
	
  %% SHARES

  	
   

  	
  %% VEST DATE

  	
   

  



 


By signing this document, the participant acknowledges receipt of a
copy of the Plan, and agrees that (a) these restricted stock units (“Stock
Units”) are granted under and governed by the terms and conditions of the Plan,
the Stock Unit Agreement, and the Appendix (the special provisions for participant’s
country of residence, if any); (b) the Participant has carefully read,
fully understands and agrees to all of the terms and conditions described in
the attached Stock Unit Agreement, the Appendix, and the Plan; (c) the participant
understands and agrees that the Stock Unit Agreement and Appendix, including
any cover sheet and attachments, constitute the entire understanding between the
participant and the Company regarding this Award, and that any prior
agreements, commitments or negotiations concerning this Award are replaced and
superseded; and (d) the participant has been given an opportunity to
consult legal counsel with respect to all matters relating to this Award prior
to signing this cover sheet and that the participant has either consulted such
counsel or voluntarily declined to consult such counsel. The Stock Unit
Agreement, the Appendix and prospectus are available on the Company’s website
at https://intranet/stockselfservice or by request from the Company’s Stock
Administration Department. The participant hereby agrees that these documents
are deemed to be delivered to him or her.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Marvell
  Technology Group LTD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME

  	
   

  	
  Date

  



 


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MARVELL TECHNOLOGY GROUP LTD.


AMENDED AND RESTATED 1995 STOCK
OPTION PLAN


 


STOCK UNIT AGREEMENT


 


1.             Grant.  The Company hereby grants to the participant
named in the Notice of Grant (the “Participant”) an Award of restricted stock
units (“Stock Units”), subject to all of the terms and conditions in this Stock
Unit Agreement (the “Agreement”) and the Plan, which is incorporated herein by
reference. Subject to Section 15 of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will prevail.  Capitalized terms used herein but not defined
shall have the same meaning as ascribed in the Plan.


 


2.             Company’s Obligation to Pay.
 Each Stock Unit represents the right to
receive a Share on the date it vests. It is a bookkeeping entry that represents
only the Company’s unfunded and unsecured promise to issue Shares (or
distribute cash) on a future date. As a holder of Stock Units, Participant has
no rights other than the rights of a general creditor of the Company. Unless
and until the Stock Units will have vested in the manner set forth in Section 3,
Participant will have no right to payment of any such Stock Units. Prior to
actual payment of any vested Stock Units, such Stock Unit will represent an
unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company. Any Stock Units that vest in accordance with Sections 3
or 4 will be paid to Participant (or in the event of Participant’s death, to
his or her estate or legal representative) in whole Shares, subject to
Participant satisfying any applicable tax withholding obligations as set forth
in Section 7. Subject to the provisions of Section 4, such vested
Stock Units will be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the date that is two and
one half (21⁄2) months from the end of the Company’s tax year that includes the
vesting date.


 


3.             Vesting Schedule.  Except as provided in Section 4, and
subject to Section 5, the Stock Units awarded by this Agreement will vest
in accordance with the vesting provisions set forth in the Notice of Grant.
Stock Units scheduled to vest on a certain date or upon the occurrence of a
certain condition will not vest in Participant in accordance with any of the
provisions of this Agreement, unless Participant has provided Continuous Service
(defined below) from the date of grant until the date such vesting occurs. For
the purpose of this Agreement, “Continuous Service” means that a Participant’s
employment and/or consulting relationship with the Company or a Parent or
Subsidiary or service as an Outside Director is not interrupted or terminated.
Continuous Service is not interrupted by (i) any leave of absence approved
by the Company; (ii) transfers between locations of the Company or between
the Company, a Parent, a Subsidiary, or any successor; or (iii) changes in
status from Employee to Consultant or Outside Director or from Consultant or
Outside Director to Employee.


 


4.             Administrator Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Stock Units at any time, subject to the terms of the Plan. If
so accelerated, such Stock Units will be considered as having vested as of the
date specified by the Administrator.


 

















 


For U.S. tax purposes, notwithstanding anything in the
Plan or this Agreement to the contrary, if the vesting of the balance, or some
lesser portion of the balance, of the Stock Units is accelerated in connection
with Participant’s termination of Continuous Service (provided that such
termination is a “separation from service” within the meaning of Section 409A,
as determined by the Company), other than due to death, and if (x) Participant
is a “specified employee” within the meaning of Section 409A at the time
of such termination of Continuous Service and (y) the payment of such
accelerated Stock Units will result in the imposition of additional tax under Section 409A
if paid to Participant on or within the six (6) month period following Participant’s
termination of Continuous Service, then the payment of such accelerated Stock
Units will not be made until the date six (6) months and one (1) day
following the date of Participant’s termination of Continuous Service, unless
the Participant dies following his or her termination of Continuous Service, in
which case, the Stock Units will be paid in Shares to the Participant’s estate
as soon as practicable following his or her death. It is the intent of this
Agreement to comply with the requirements of Section 409A so that none of
the Stock Units provided under this Agreement or Shares issuable thereunder
will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply. For purposes of this
Agreement, “Section 409A” means Section 409A of the Code and any
Treasury Regulations and Internal Revenue Service guidance thereunder, as each
may be amended from time to time.


 


5.             Forfeiture upon Termination of
Continuous Service.  Notwithstanding
any contrary provision of this Agreement, the balance of the Stock Units that
have not vested as of the time of Participant’s termination of Continuous
Service for any or no reason and Participant’s right to acquire any Shares
hereunder will immediately terminate. 
The date on which Continuous Service terminates shall not be extended by
any notice of termination period requested to be given under local law; such
termination date will be considered to be the last date of active employment.


 


6.             Death of Participant.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary (or legal representative
for employees outside the U.S.) survives Participant, the administrator,
executor or legal representative of Participant’s estate. Any such transferee
must furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any local or foreign laws or
regulations pertaining to said transfer.


 


7.             Withholding of Taxes.  Regardless
of any action the Company or Participant’s
employer (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related items
related to Participant’s participation in the Plan and legally applicable to Participant
(“Tax-Related Items”), Participant acknowledges that the ultimate liability for
all Tax-Related Items is and remains Participant’s responsibility and may
exceed the amount actually withheld by the Company or the Employer.  Participant further acknowledges that the
Company and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Stock Unit, including, but not limited to, the grant, vesting or
settlement of the Stock Unit, the issuance of Shares upon settlement of the Stock
Unit, the subsequent sale of Shares acquired pursuant to such issuance; and (ii) do
not commit to and are under no obligation to structure the 


 


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terms of the grant or any
aspect of the Stock Unit to reduce or eliminate Participant’s liability for
Tax-Related Items or achieve any particular tax result.  Further, if Participant has become subject to
tax in more than one jurisdiction between the date of grant and the date of any
relevant taxable event, Participant acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.


 


Prior to any relevant taxable or tax withholding
event, as applicable, Participant will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related
Items.  In this regard, Participant
authorizes the Company and/or the Employer, or their respective agents, at
their discretion, to satisfy the obligations with regard to all Tax-Related
Items by one or a combination of the following:


 


(i)                                     withholding
from Participant’s wages or other cash compensation paid to Participant by the
Company, the Employer and/or any Subsidiary; or


 


(ii)                                  withholding
from proceeds of the sale of Shares acquired upon vesting/settlement of the Stock
Unit either through a voluntary sale or through a mandatory sale arranged by the
Company (on Participant’s behalf
pursuant to this authorization); or


 


(iii)                               withholding
in Shares to be issued upon vesting/settlement of the Stock Unit.


 


To avoid negative accounting treatment, the Company
may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is
satisfied by withholding in Shares, for tax purposes, Participant is deemed to
have been issued the full number of Shares subject to the vested Stock Unit,
notwithstanding that a number of the Shares are held back solely for the
purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s
participation in the Plan.


 


Participant shall pay to the Company or the Employer
any amount of Tax-Related Items that the Company or the Employer may be
required to withhold or account for as a result of Participant’s participation
in the Plan that cannot be satisfied by the means previously described in this
Section.


 


If Participant fails to make
satisfactory arrangements for the payment of any required tax withholding
obligations hereunder at the time any applicable Stock Units otherwise are
scheduled to vest pursuant to Sections 3 or 4, Participant will permanently
forfeit such Stock Units and any right to receive Shares thereunder and the
Stock Units will be returned to the Company at no cost to the Company.


 


8.             Rights as Shareholder.
Neither Participant nor any person claiming under or through Participant will
have any of the rights or privileges of a shareholder of the Company in respect
of any Shares deliverable hereunder unless and until certificates representing
such Shares will have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to Participant. After such
issuance, recordation and delivery, Participant will have 


 


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all the rights of a shareholder
of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.


 


9.             Nature of Grant.  In
accepting the grant, Participant acknowledges that:


 


(a)           the Plan is established voluntarily
by the Company, it is
discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time;


 


(b)           the grant of the Stock Unit is
voluntary and occasional and does not create any contractual or other right to
receive future grants of Stock Units, or benefits in lieu of Stock Units, even
if Stock Units have been granted repeatedly in the past;


 


(c)           all decisions with respect to future Stock
Unit grants, if any, will be at the sole discretion of the Company;


 


(d)           Participant’s participation in the
Plan shall not create a right to further employment with the Employer and shall
not interfere with the ability of the Employer to terminate Participant’s
employment or service relationship (if any) at any time;


 


(e)           Participant is voluntarily
participating in the Plan;


 


(f)            the Stock Unit and the Shares
subject to the Stock Unit are extraordinary items that do not constitute
compensation of any kind for services of any kind rendered to the Company, the Employer or any
Subsidiary, and is outside the scope of Participant’s service or employment contract,
if any;


 


(g)           the Stock Unit and the Shares subject
to the Stock Unit are not intended to replace any pension rights or
compensation;


 


(h)           the Stock Unit and the Shares subject
to the Stock Unit are not part of normal or expected compensation or salary for
any purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company, the Employer or any Subsidiary;


 


(i)            the Stock Unit grant and Participant’s
participation in the Plan will not be interpreted to form an employment contract
or relationship with the Company
or any Subsidiary of the Company;


 


(j)            the future value of the underlying Shares
is unknown and cannot be predicted with certainty;


 


(k)           in consideration of the Award of Stock
Units, no claim or entitlement to compensation or damages shall arise from
forfeiture of the Stock Units resulting from termination of Participant’s Continuous
Service with the Company, the
Employer or any Subsidiary (for any reason whatsoever and whether or not in
breach of local labor laws), and Participant irrevocably releases the Company, the Employer, and any
Subsidiary from any such 


 


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claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, Participant shall be deemed irrevocably to have
waived Participant’s entitlement to pursue such claim;


 


(l)            in the event of termination of Participant’s
Continuous Service (whether or not in breach of local labor laws), Participant’s
right to vest in the Stock Unit under the Plan, if any, will terminate
effective as of the date that Participant is no longer actively employed and
will not be extended by any notice period mandated under local law (e.g., active Continuous Service would not
include a period of “garden leave” or similar period pursuant to local law);
the Administrator shall have the
exclusive discretion to determine when I am no longer actively employed for
purposes of Participant’s Stock Unit grant;


 


(m)          the Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan;


 


(n)           Participant is hereby advised to
consult with his or her own personal tax, legal and financial advisors
regarding participation in the Plan before taking any action related to the
Plan; and


 


(o)           the Stock Unit and the benefits under
the Plan, if any, will not automatically transfer to another company in the
case of a merger, take-over or transfer of liability.


 


10.           Data
Privacy Notice and Consent.  Participant
hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of Participant’s personal data as
described in this Agreement and any other Stock Unit grant materials by and
among, as applicable, the Employer, the Company and its Subsidiaries for the
exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.


 


Participant understands
that the Company and the Employer may hold certain personal information about Participant,
including, but not limited to, Participant’s name, home address and telephone
number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any Shares or directorships held in the Company,
details of all Stock Units or any other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor,
for the exclusive purpose of implementing, administering and managing the Plan
(“Data”).


 


Participant understands
that Data will be transferred to Smith Barney, E*Trade or to any other
third party assisting in the implementation, administration and management of
the Plan. 
Participant understands that the recipients of the Data may be located
in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than Participant’s
country.  Participant understands that Participant
may request a list with the names and addresses of any potential recipients of
the Data by contacting Participant’s local human resources representative.  Participant authorizes the Company, Smith
Barney, E*Trade and any other possible
recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the 


 


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Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering
and managing Participant’s participation in the Plan.  Participant understands that Data will be
held only as long as is necessary to implement, administer and manage Participant’s
participation in the Plan.  Participant
understands that Participant may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing Participant’s local human resources
representative.  Participant understands,
however, that refusing or withdrawing Participant’s consent may affect Participant’s
ability to participate in the Plan.  For
more information on the consequences of Participant’s refusal to consent or
withdrawal of consent, Participant understands that Participant may contact Participant’s
local human resources representative.


 


11.           No Guarantee of Continued
Service.  PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE STOCK UNITS PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY PROVIDING CONTINUOUS SERVICE AT THE
WILL OF THE EMPLOYER AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
AWARD OF STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR CONTINUOUS SERVICE FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY
WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER TO TERMINATE
PARTICIPANT’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.


 


12.           Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company at its corporate
headquarters, or at such other address as the Company may hereafter designate
in writing.


 


13.           Grant is Not Transferable.  This Award of Stock Units may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution.  The terms of Award of
Stock Units shall be binding upon the executors, administrators, heirs,
successors and assigns of Participant.


 


14.           Plan Governs.  This Agreement is subject to all terms and
provisions of the Plan.  In the event of
a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.


 


15.           Binding Agreement.  Subject to the limitation on the
transferability of this grant contained herein, this Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.


 


16.           Additional Conditions to Issuance
of Stock.  If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any 


 


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securities exchange or
under any U.S. state or federal law, any local or foreign law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate
or legal representative), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been
effected or obtained free of any conditions not acceptable to the Company.
Where the Company determines that the delivery of the payment of any Shares
will violate federal securities laws or other applicable laws, the Company will
defer delivery until the earliest date at which the Company reasonably
anticipates that the delivery of Shares will no longer cause such violation.
The Company will make all reasonable efforts to meet the requirements of any
such U.S. state or federal law, or any local or foreign securities exchange,
and to obtain any such consent or approval of any such governmental authority.


 


17.           Administrator Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Stock Units have vested).
All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. No member of the Administrator will
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.


 


18.           Electronic Delivery and
Participation.  The Company may, in
its sole discretion, decide to deliver any documents related to Stock Units
awarded under the Plan or future Stock Units that may be awarded under the Plan
by electronic means or request Participant’s consent to participate in the Plan
by electronic means. Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through any on-line
or electronic system established and maintained by the Company or another third
party designated by the Company.


 


19.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


20.           Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


 


21.           Modifications to the Agreement.
 This Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or
advisable, in its sole discretion and without the consent of Participant, to
comply with Section or to otherwise avoid imposition of any additional tax
or income recognition under Section 409A in connection to this Award of
Stock Units.


 


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22.           Amendment, Suspension or
Termination of the Plan.  By
accepting this Award, Participant expressly warrants that he or she has
received an Award of Stock Units under the Plan, and has received, read and
understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.


 


23.           Governing Law.  This Agreement shall be governed by the laws
of the State of California, without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that arises under
this Award of Stock Units or this Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of California, and agree that such
litigation will be conducted in the courts of Santa Clara County, California,
or the federal courts for the United States for the Northern District of
California, and no other courts, where this Award of Stock Units is made and/or
to be performed.


 


24.           Language.  If Participant has received this Agreement or
any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the
English version, the English version will control.


 


25.           Appendix.  Notwithstanding any provisions in this
Agreement, the Stock Unit grant shall be subject to any special terms and
conditions set forth in any Appendix to this Agreement for Participant’s
country.  Moreover, if Participant
relocates to one of the countries included in the Appendix, the special terms
and conditions for such country will apply to Participant, to the extent the
Company determines that the application of such terms and conditions is
necessary or advisable in order to comply with local law or facilitate the
administration of the Plan.  The Appendix
constitutes part of this Agreement.


 


26.           Imposition of Other Requirements.
 The Company reserves the right to impose
other requirements on Participant’s participation in the Plan, on the Stock
Unit and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require Participant to sign
any additional agreements or undertakings that may be necessary to accomplish
the foregoing.


 


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