Marvell Technology Group (MRVL)

Committee Interaction with Management

In carrying out its responsibilities, the executive compensation committee works with Dr. Sehat Sutardja, our President and Chief Executive Officer, and Reid Linney, our Vice President of Human Resources, in determining executive compensation. Dr. Sehat Sutardja, with the assistance of Mr. Linney, assesses the performance and submits recommendations with respect to the compensation of the other executive officers that are given to the executive compensation committee for their review and approval. In addition, Dr. Sehat Sutardja and Mr. Linney provided assistance in the negotiation of the compensation of Mr. Hosein, whose compensation package was then approved by the executive compensation committee prior to the commencement of Mr. Hosein’s employment with us, subject to our board of directors’ process for reviewing his equity compensation, as described below. Subsequent to his accepting the added responsibility of Interim Chief Operating Officer in October 2008, Mr. Hosein has participated with Dr. Sehat Sutardja and Mr. Linney in the discussions regarding the compensation of the other named executive officer. With respect to his own compensation, Dr. Sehat Sutardja did not submit recommendations to the executive compensation committee nor did he participate in the deliberations regarding his own compensation. However, the executive compensation committee discussed Dr. Sehat Sutardja’s proposed compensation package with him to obtain his feedback. The final decision for the compensation of Dr. Sehat Sutardja was determined solely by the executive compensation committee, in its discretion, subject to our board of directors’ process for reviewing his equity compensation, as described below.

Committee Interaction with Management

        In carrying out its responsibilities, the executive compensation committee works with Dr. Sehat Sutardja, our Chief Executive Officer, in determining executive compensation. With respect to Mr. Tate and Mr. Rashkin, our two former interim Chief Financial Officers, Dr. Sehat Sutardja provided his review of their performance, and his recommendations for their compensation. Dr. Sehat Sutardja provided assistance in the negotiation of the compensation package of Mr. de Urioste, our current interim Chief Financial Officer, which package was then approved by the executive compensation committee, all prior to the commencement of Mr. de Urioste's employment with us. With respect to his own compensation, Dr. Sehat Sutardja did not submit recommendations to the executive compensation committee or participate in the deliberations regarding his compensation. However, the executive compensation committee discussed Dr. Sehat Sutardja's proposed compensation package with him to obtain his feedback. The final decision for the compensation of Dr. Sehat Sutardja was determined solely by the executive compensation committee, in its discretion, subject to our board of directors' review process for his equity compensation, as described below. For the past several years, including fiscal 2008, Dr. Sehat Sutardja has not been directly involved in determining the equity compensation for Ms. Dai, our former Chief Operating Officer, or Dr. Pantas Sutardja, our Chief Technology Officer, because their stock option grants were a fixed percentage of his stock option grant. The executive compensation committee determined the appropriate fixed percentages for each of them, with feedback from Dr. Sehat Sutardja, in fiscal 2006, which ended January 28, 2006, and the executive compensation committee did not change such fixed percentages in fiscal 2007, which ended January 27, 2007, and fiscal 2008.