2006, WITH RESPECT TO THE OPTIONS (OR PORTIONS THEREOF)
THAT WERE EXERCISED PRIOR TO 2006, THE OPTIONEE SHALL PAY TO THE COMPANY THE
AGGREGATE AMOUNT BY WHICH THE CORRECTED EXERCISE PRICE EXCEEDS THE AMOUNT THE
OPTIONEE PAID FOR THE SHARES, OR $361,032.
D.
THE TERMS OF THE AGREEMENT NOT SPECIFICALLY REFORMED HEREBY REMAIN
IN FULL FORCE AND EFFECT.
E.
ALL DEFINED TERMS USED HEREIN BUT NOT OTHERWISE DEFINED SHALL
HAVE THE MEANING ASSIGNED TO SUCH TERMS IN THE AGREEMENTS.
F.
THIS REFORMATION OF STOCK OPTION AGREEMENTS SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA.
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G.
THE OPTIONEE HAS HAD AN OPPORTUNITY TO CONSULT WITH THE OPTIONEE'S
PERSONAL TAX, LEGAL AND INVESTMENT ADVISORS WITH REGARD TO THIS REFORMATION OF
STOCK OPTION AGREEMENTS, 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 THE
AGREEMENT OR THIS REFORMATION OF STOCK OPTION AGREEMENTS; 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 AMOUNTS PAID TO THE COMPANY PURSUANT TO PARAGRAPHS B AND C OF THIS
REFORMATION OF STOCK OPTION AGREEMENTS OR (III) WITH RESPECT TO COSTS INCURRED
IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS REFORMATION OF STOCK
OPTION AGREEMENTS; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL OTHERWISE AFFECT
ANY RIGHTS OF THE OPTIONEE TO INDEMNIFICATION PURSUANT TO THE COMPANY'S BYE-LAWS
OR ANY OTHER AGREEMENTS OR INSTRUMENTS OF OR WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
The parties hereto have duly executed this Reformation of Stock Option
Agreements on the dates set forth below.
MARVELL TECHNOLOGY GROUP LTD.
By:
/s/ Mike Tate
Name:
Mike Tate
Title:
VP & Treasurer of MSI
Date:
12/27/06
/s/ George A. Hervey
Signature of Optionee
George A. Hervey
George Hervey
Date:
12/28/06
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