This excerpt taken from the MRVL DEF 14A filed Sep 14, 2007.
Administration of the 2007 Director Plan
The board of directors, or a committee of directors or of other individuals satisfying applicable laws and appointed by the board of directors (the Administrator), will administer the 2007 Director Plan. Subject to the terms of the 2007 Director Plan, the Administrator has the sole discretion to determine the terms and conditions of Awards, to interpret the provisions of the 2007 Director Plan and outstanding Awards, and to accelerate the vesting of Awards previously granted to Outside Directors who will not stand for reelection. The Administrator may institute an exchange program, whereby Awards are exchanged for cash and/or different Awards, or whereby the exercise price of an Award is reduced, only with the approval of the shareholders.