Marvell Technology Group (MRVL)

Committee Process

In fiscal 2009, the special committee regarding derivative litigation of our board of directors recommended several corporate governance reforms to our board of directors. One of these recommendations was that our full board of directors be involved in determining the equity compensation of our named executive officers. Our board of directors approved this recommendation, so that our current process, including the one used in our executive equity compensation decisions, now consists of a three-step process for the approval of executive equity compensation decisions. First, the executive compensation committee develops recommendations regarding the equity compensation of the named executive officers for our board of directors’ consideration. Our board of directors then reviews and recommends the equity compensation for approval (with any interested directors abstaining from voting) by the executive compensation committee. Finally, as required to comply with several regulatory requirements, the executive compensation committee approves the final recommendations of our board of directors for the equity compensation of our named executive officers.

The executive compensation committee reviews the compensation of the named executive officers annually. Typically, at the time of the review, the executive compensation committee evaluates our financial results and assesses the named executive officers’ performance for the prior fiscal year (which includes the assessment and recommendation of Dr. Sehat Sutardja for the other executive officers). Based on its evaluation and these assessments, the executive compensation committee then determines whether any adjustments to base salaries are appropriate, determines the payouts for the prior fiscal year’s annual incentive compensation plans and grants equity awards.

For fiscal 2009, the executive compensation committee finalized its review of named executive officer performance for fiscal 2008, which ended February 2, 2009, and made its executive compensation decisions in December 2008, the last quarter of fiscal 2009. The review of performance and compensation was completed late in fiscal 2009 because the executive compensation review in fiscal 2008 occurred in the last quarter of fiscal 2008, so the executive compensation committee did not believe it was necessary to review executive compensation earlier in fiscal 2009.

Committee Process

        In fiscal 2008, the special litigation committee of our board of directors recommended several corporate governance reforms to our board of directors. One of these recommendations was that our full board of directors be involved in determining the equity compensation of our named executive officers. Our board of directors approved this recommendation, so that our current process, including the one used in our December 2007 compensation decisions, is for the executive compensation committee to develop proposals regarding the equity compensation of our named executive officers for our board of directors' consideration and approval for recommendation to the executive compensation committee (with any interested directors abstaining from voting). Thereafter, as required to comply with several regulatory requirements, the executive compensation committee has final approval over the recommended compensation proposals for our named executive officers.

        It is the executive compensation committee's goal to review the compensation of our named executive officers in the first quarter of each fiscal year. At this time, the executive compensation committee evaluates our financial results and assesses our named executive officers' performance for the prior fiscal year (which includes the assessment and recommendation of Dr. Sehat Sutardja, our Chief Executive Officer, where provided). Based on its evaluation and these assessments, the executive compensation committee then determines whether any adjustments to base salaries are appropriate,

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determines the payouts for the prior fiscal year's cash incentive plans and grants equity awards. However, for fiscal 2008, the executive compensation committee delayed all decisions on the compensation of our named executive officers until after the completion of the investigation of our stock option accounting practices. Because of this delay, the executive compensation committee reviewed performance for fiscal 2007 and made its decisions regarding executive compensation in December 2007, rather than March 2007. The executive compensation committee anticipates that it will finalize its review of executive officer performance for fiscal 2008 and make its executive compensation decisions in the second quarter of fiscal 2009.