Marvell Technology Group (MRVL)

B.                 AGREEMENT TO INDEMNIFY

1.       General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee actually and reasonably incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2.       Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

3.       Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4.       Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a)        to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b)        to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c)        in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of competent jurisdiction to be liable for willful neglect or default in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d)        in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e)        brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty or fraud on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed fraud or dishonesty, in each instance where such acts were material to the cause of action so adjudicated;

(f)         arising out of Indemnitee’s personal tax matters;

(g)        for any Expenses or payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute;

(h)        for any Expenses, judgment, fine or penalty which the Company is prohibited by applicable law from paying to Indemnitee.

5.       No Employment Rights. Nothing in this Agreement is intended to create in any Indemnitee who is an employee of the Company any right to continued employment with the Company.

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B.                 AGREEMENT TO INDEMNIFY

1.       General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee actually and reasonably incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2.       Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

3.       Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4.       Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a)        to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b)        to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c)        in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of competent jurisdiction to be liable for willful neglect or default in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d)        in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e)        brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty or fraud on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed fraud or dishonesty, in each instance where such acts were material to the cause of action so adjudicated;

(f)         arising out of Indemnitee’s personal tax matters;

(g)        for any Expenses or payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute;

(h)        for any Expenses, judgment, fine or penalty which the Company is prohibited by applicable law from paying to Indemnitee.

5.       No Employment Rights. Nothing in this Agreement is intended to create in any Indemnitee who is an employee of the Company any right to continued employment with the Company.

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B.                 AGREEMENT TO INDEMNIFY

1.       General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee actually and reasonably incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2.       Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

3.       Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4.       Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a)        to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b)        to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c)        in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of competent jurisdiction to be liable for willful neglect or default in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d)        in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e)        brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty or fraud on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed fraud or dishonesty, in each instance where such acts were material to the cause of action so adjudicated;

(f)         arising out of Indemnitee’s personal tax matters;

(g)        for any Expenses or payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute;

(h)        arising out of Indemnitee’s breach of its obligations under any employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries; or

(i)         for any Expenses, judgment, fine or penalty which the Company is prohibited by applicable law from paying to Indemnitee.

5.       No Employment Rights. Nothing in this Agreement is intended to create in any Indemnitee who is an employee of the Company any right to continued employment with the Company.

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