Marvell Technology Group (MRVL)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2008, the Executive Compensation Committee of the Board of Directors (the “Committee”) of Marvell Technology Group Ltd. (the “Company”), with the advice and counsel of the Committee’s independent compensation consultants, took the actions described below. All equity awards described below were made pursuant to the Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”) and will be effective as of the close of business on December 18, 2008. The exercise price of each option grant described below is equal to $6.84, the closing price of the Company’s common shares as reported on the Nasdaq Global Select Market on December 18, 2008.

Approval of Compensation Arrangements for Chief Executive Officer

The Committee approved the following compensation arrangements for Dr. Sehat Sutardja, the Company’s Chief Executive Officer:

(i) In connection with its approval of a broad-based focal grant to the Company’s employees, the Committee approved the grant of (A) a time-based option to purchase 300,000 common shares, with 25% of the shares to vest on each one-year anniversary of the December 15, 2008 vesting period commencement date, and (B) a performance-based option to purchase 390,000 common shares. Each option has a term of 10 years from the date of grant; provided that if the shares subject to the performance-based option shall not have become vested and fully exercisable as of the “10-K Due Date” (as defined below) for the fiscal year ending February 1, 2014, the performance-based option will terminate and be of no further force or effect.

In accordance with the form of “Notice of Grant of Stock Options and Option Agreement – Performance Based” attached hereto as Exhibit 10.1 (the “Grant Notice”), the grant of the stock option subject to the performance-based vesting will be divided into four separate and equal annual performance tranches (each a “Tranche”) of 97,500 unvested options. Each Tranche will be associated with one of four complete fiscal years, beginning with the Company’s fiscal year 2010 and ending with the Company’s fiscal year 2013. The Tranche for any fiscal year will become vested and fully exercisable as of the “10-K Due Date” if the Company’s “Modified GAAP Operating Margin” for such fiscal year is equal to or greater than the 60^th percentile of the comparably calculated operating margin for the four consecutive fiscal quarters ending on or before the Company’s fiscal year for the Company’s “Performance Peer Group” (the “Performance Threshold”). If the Company’s Modified GAAP Operating Margin for any fiscal year performance period is less than the applicable Performance Threshold, the options for such Tranche shall not vest immediately, but shall be added to the unvested options of the following year’s Tranche. If at the end of the Company’s fiscal year 2013, any performance-based stock options remain unvested as a result of the Performance Threshold not having been achieved for the Company’s fiscal year 2013, then such shares shall become eligible to vest in a final fifth annual Tranche associated with the Company’s fiscal year 2014. If any performance shares remain unvested as a result of the Performance Threshold not having been achieved for the Company’s fiscal year 2014, the remaining unvested options shall expire. “10-K Due Date” means, with respect to a fiscal year, the prescribed due date on which the Company’s Annual Report on Form 10-K is required to be filed with the Securities and Exchange Commission for the fiscal year. “Modified GAAP Operating Margin” with respect to a company shall mean its operating margin determined by adjusting operating margin calculated under generally accepted accounting principles to exclude the impact of (i) non-cash stock-based compensation charges recognized under Statement of Financial Accounting Standard No. 123 (R) and (ii) non-cash acquisition-related charges, including intangible amortization and in-process research and development charges. “Performance Peer Group” shall mean the group of companies identified in the Grant Notice, provided that if the list of companies remaining in the Performance Peer Group is less than eight for any calculation period, the Performance Peer Group will be expanded to include the U.S.-based publicly traded companies in the Philadelphia Stock Exchange’s Semiconductor Index, or SOX, at that point in time.

(ii) The Committee restored, without increase, Dr. Sehat Sutardja’s annual salary to $657,000.00 (from $1.00) effective December 15, 2008. On January 11, 2008, at the request of Dr. Sehat Sutardja, the Compensation Committee had approved a reduction in the annual salary of Dr. Sehat Sutardja to $1.00 from $657,000.00, effective as of January 11, 2008.

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Approval of Compensation Arrangements for Chief Technology Officer

The Committee approved the following compensation arrangements for Dr. Pantas Sutardja, the Company’s Chief Technology Officer and Chief Research and Development Officer:

(i) In connection with its approval of a broad-based focal grant to the Company’s employees, the Committee approved the grant of a time-based option to purchase 120,000 common shares, with 25% of the shares to vest on each one-year anniversary of the December 15, 2008 vesting period commencement date. The option has a term of 10 years.

(ii) The Committee restored, without increase, Dr. Pantas Sutardja’s annual salary to $400,000.00 (from $1.00) effective December 15, 2008. On January 11, 2008, at the request of Dr. Pantas Sutardja, the Committee had approved a reduction in the annual salary of Dr. Pantas Sutardja to $1.00 from $400,000.00, effective as of January 11, 2008.

Approval of Equity Grant for Chief Financial Officer

In connection with its approval of a broad-based focal grant to the Company’s employees, the Committee approved the grant to Clyde R. Hosein, the Company’s Chief Financial Officer, Interim Chief Operating Officer and Secretary, of a time-based option to purchase 100,000 common shares, with 25% of the shares to vest on each one-year anniversary of the December 15, 2008 vesting period commencement date. The option has a term of 10 years.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 19, 2008

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EXHIBIT INDEX

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Form of Stock Option Agreement and Form of Stock Unit Agreement

On December 11, 2008, the Executive Compensation Committee of the Board of Directors (the “Committee”) of Marvell Technology Group Ltd. (the “Company”) approved (i) a new form of stock option agreement for option awards made under the Plan, together with a form of notice of grant, and (ii) a new form of stock unit agreement for restricted stock unit grants made under the Plan, together with a form of notice of grant.  Forms of such documents are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2008, Clyde Hosein, the Company’s Chief Financial Officer and Secretary, was appointed to serve as the Company’s Interim Chief Operating Officer.  The Company intends to search for a permanent Chief Operating Officer.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 10, 2008, George de Urioste’s service as Acting Chief Operating Officer of Marvell Technology Group Ltd. (the “Company”) concluded.  The Company intends to search for a permanent Chief Operating Officer.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On May 29, 2008, the board of directors of Marvell Technology Group Ltd. (the “Company”) appointed Clyde R. Hosein, age 48, as Chief Financial Officer of the Company effective as of June 23, 2008. George de Urioste will remain as interim Chief Financial Officer until June 23, 2008. From March 2003 until joining the Company, Mr. Hosein was chief financial officer for Integrated Device Technology, Inc., a publicly traded company that develops and delivers mixed signal semiconductor solutions to the communications, computing and consumer end markets.  From 2001 to 2003, Mr. Hosein was the chief financial officer for Advanced Interconnect Technologies. From 1997 to 2001, Mr. Hosein was the chief financial officer and senior director of corporate planning of Candescent Technologies Corporation. Previous to Candescent, Mr. Hosein spent over 14 years with IBM Corporation, where he held several positions within their storage, microelectronics, data systems and corporate divisions. Mr. Hosein serves on the board of directors of Cree Inc., a semiconductor company. Mr. Hosein holds an M.B.A. from New York University Stern School of Business and a B.S. in Industrial Engineering from Polytechnic University in New York.

In connection with Mr. Hosein’s employment with the Company, Mr. Hosein and the Company entered into an employment offer letter executed on May 29, 2008 (the “Offer Letter”), which provides for, among other things the following compensation arrangements:

(i) A base annual salary of $450,000 and an annual incentive opportunity target up to 80% of Mr. Hosein’s base salary.  Half of the annual incentive bonus will be based on the Company’s overall performance and half will be based on metrics that are mutually agreed upon. Payment of the bonus may be made in a combination of cash, options and/or restricted stock units.

(ii) A sign-on bonus of $350,000, subject to monthly pro-rata repayment over the first 24 months of employment if Mr. Hosein voluntarily terminates his employment with the Company without Good Reason (as defined in the Offer Letter) or if the employment is terminated by the Company for Cause (as defined in the Offer Letter) or for breach of Company policy or for performance related reasons.

(iii) A grant of a time-based option to purchase 450,000 common shares of the Company, which will vest at a rate of 1/5^th of the shares subject to the option after the first year of employment and 1/60^th of the shares subject to the option each full month of employment thereafter for the next four years.

(iv) A grant of a performance-based option to purchase 200,000 common shares of the Company, which will vest over five annual performance periods if the target earnings per share (the “Target EPS”) is two times the Baseline EPS (as defined in the Offer Letter).  The grant will be divided into five separate and equal annual performance segments (each a “Segment”) of 40,000 unvested options.  If the Actual EPS (as defined in the Offer Letter) for any annual performance period is less than Target EPS, the identically numbered Segment options shall not vest immediately, but shall be added to the unvested Segment options of the following year’s Segment.  If at the end of five years, any unvested performance-based stock options remain unvested as a result of not having met or exceeded the Target EPS during the final performance period then the remaining unvested options shall expire. EPS will be proportionately adjusted by the Executive Compensation Committee for any stock split, reverse stock split, stock dividend, share combination, recapitalization or similar event effected subsequent to the date of grant.

(v) A payment of severance benefits if within 12 months of a change of control, the Company terminates his employment other than for Cause (as defined in the Offer Letter), if Mr. Hosein terminates his employment for Good Reason (as defined in the Offer Letter) or if Mr. Hosein’s employment is terminated within 30 days after being removed as Chief Financial Officer of the ultimate parent corporation of the surviving entity. In the event one of the foregoing occurs, then:

·                  the sign-on bonus repayment obligation, if then in effect, will be forgiven;

·                  Mr. Hosein will be entitled to immediate vesting of all stock options that would have vested in the one-year period following termination; and

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 21, 2008, the executive compensation committee of the board of directors (the “Board”) of Marvell Technology Group Ltd. (the “Company”) approved a formal corporate policy for non-business use of our corporate aircraft and approved its use for one personal use trip in the fiscal year ended February 2, 2008 by Dr. Sehat Sutardja, our chief executive officer.  Ms. Weili Dai, the director of strategic marketing and business development of Marvell Semiconductor, Inc. and the spouse of Dr. Sehat Sutardja, accompanied Dr. Sutardja on the trip.  This policy permits personal use of our corporate aircraft only by the chief executive officer (the “CEO”) of the Company.  The CEO may use our corporate aircraft for three personal trips annually.  Any additional personal use of our corporate aircraft by the CEO requires the approval of the executive compensation committee.

A copy of the corporate policy for non-business use of our corporate aircraft is being filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On April 29, 2008, David Mills notified the registrant of his intention to resign from the board of directors, including the governance committee thereof, of the registrant, and on April 30, 2008, Mr. Mills resigned from such positions, effective immediately.  The resignation of Mr. Mills was not based on any disagreements between Mr. Mills and the registrant relating to the registrant’s operations, policies or practices.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On March 31, 2008, Dr. Paul Gray notified the registrant of his intention to retire from the board of directors of the registrant (the “Board”).  His retirement will be effective April 11, 2008.  Dr. Gray is currently Chairman of the Executive Compensation Committee and a member of the Audit Committee and the Implementation Committee of the Board.  Dr. Gray has advised the registrant that the reasons for his decision to retire are only personal and are not related to any issues involving the business operations of the registrant.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On February 4, 2008, the board of directors (the “Board”) of Marvell Technology Group Ltd. (the “Company”) elected David W. Mills to serve as a member of the Company’s Board, effective as of the same day. Mr. Mills was appointed for a term that extends until the 2008 annual meeting of the shareholders.  Mr. Mills was also appointed to serve on the Governance Committee of the Board.

David W. Mills has served as the managing general partner of Harbourton Enterprises, a private investment firm, since April 1999.  He has been a member of the faculty of Stanford Law School since 1997 and is currently holding the appointment as Senior Lecture. He was the founder and has served as the first Director of the Stanford Clinical Law Program.  Mr. Mills founded Mills & Lynn Enterprises in 1987 where he served as general partner from 1988 to 2006 and as president since 2006.  He also serves as a member of the board of several non-profit organizations, including Quest Bridge and the NAACP Legal Defense Fund, of which he is co-chairman.  Mr. Mills holds a bachelor of arts degree from Rutgers University and a juris doctor degree from Rutgers-Newark Law School.

The election to the Board of Mr. Mills was not pursuant to any arrangement or understanding between Mr. Mills and any third party.

As of the date of this report, neither Mr. Mills nor any member of his immediate family is a party, either directly or indirectly, to any transaction that the Company is aware of that is required to be reported pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

No new compensation arrangement was entered into in connection with the appointment to the Board of Mr. Mills.  Mr. Mills will receive the Company’s standard compensation arrangements applicable to a director who is not an employee of the Company, as well as automatic grants of options for common shares in accordance with the terms of the 2007 Director Stock Incentive Plan, as disclosed in the Company’s 2007 Proxy Statement on Schedule 14A (the “2007 Proxy Statement”), filed with the Securities and Exchange Commission on September 14, 2007. The 2007 Director Stock Incentive Plan was amended on October 19, 2007 and is filed as an exhibit to the Company’s Current Report on Form 8-K, dated October 19, 2007 and filed with the Securities and Exchange Commission on October 25, 2007.

The Board has determined that Mr. Mills will qualify as “independent” under the guidelines promulgated by the Nasdaq Stock Market, Inc. and the applicable Securities and Exchange Commission rules.

The election of Mr. Mills was announced in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2008 and effective January 23, 2008, Michael Rashkin resigned as the Interim Chief Financial Officer of Marvell Technology Group Ltd. (the “Company”), due to his personal health concerns.  Mr. Rashkin will continue to serve in his previous position as Vice President Taxes of Marvell Semiconductor, Inc., a wholly-owned subsidiary of the Company.

Concurrently with the resignation of Mr. Rashkin as Interim Chief Financial Officer of the Company, effective January 23, 2008 George A. de Urioste, age 52, was appointed as Interim Chief Financial Officer of the Company.  Prior to joining the Company, from November 2004 until April 2006 Mr. de Urioste served as chief operating officer and chief financial officer for Chordiant Software, Inc., a publicly traded company that is an enterprise software provider of customer service and marketing solutions.  Mr. de Urioste served as executive vice president and chief financial officer of Savi Technology, Inc. from July 2003 to November 2003.  Prior to joining Savi Technology, Inc., Mr. de Urioste was the co-founder and chief executive officer of Aeroprise, Inc., a private enterprise software company, from June 2000 until July 2003.  Mr. de Urioste holds an M.B.A. from the University of California at Berkeley and a B.S. in accounting from the University of Southern California.  Mr. de Urioste is a certified public accountant in California.

In connection with Mr. de Urioste’s employment with the Company, Mr. de Urioste and the Company entered into an employment offer letter dated January 17, 2008, which provides for, among other things, (i) a base monthly salary of $64,000 for six months; (ii) a sign-on bonus of $50,000, subject to repayment if the employment is terminated by the Company for cause or by Mr. de Urioste; (iii) an award of restricted stock units of 25,000 shares of common stock of the Company subject to six-month vesting with 50% vesting after the first 3 months and the remaining vesting in equal monthly installments for the following 3 months; and (iv) severance benefits if the Company terminates the executive without cause, including a lump sum payment of the unpaid salary that would have been made to the executive during the six-month employment period and a 100% acceleration of all then outstanding restricted stock units.  Also in connection with Mr. de Urioste’s employment with the Company, the Company and Mr. de Urioste will enter into an indemnification agreement, which will provide, among other things, that subject to the procedures set forth in the indemnification agreement, the Company will indemnify Mr. de Urioste to the fullest extent permitted by law in the event he was, is or becomes a Participant (as defined in the indemnification agreement) in, or is threatened to be made a Participant in, a Proceeding (as defined in the indemnification agreement) by reason of an Indemnifiable Event (as defined in the indemnification agreement).  The indemnification agreement also provides for the Company to advance expenses to Mr. de Urioste, subject to certain conditions as set forth in the agreement.

The foregoing summary of the employment offer letter and the indemnification agreement are qualified in their entirety by reference to the full text of such agreements referenced as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated by reference herein.

On January 23, 2008, the Company issued a press release announcing the appointment of Mr. de Urioste, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On January 11, 2008, at the request of Dr. Sehat Sutardja, the Chief Executive Officer of Marvell Technology Group, Ltd. (the “Company”), and Dr. Pantas Sutardja, the Company’s Chief Technology Officer,  Chief Research and Development Officer and Acting Chief Operating Officer, the Executive Compensation Committee of the Board of Directors of the Company approved a reduction in the annual salary of each such officer to $1 from $657,000 and $400,000, respectively, effective as of January 11, 2008.  In addition, in conjunction with the above actions and at the request of Ms. Weili Dai, the Company’s former Executive Vice President and Chief Operating Officer, the wife of Dr. Sehat Sutardja and currently a nonexecutive employee of Marvell Semiconductor, Inc., a subsidiary of the Company, Ms. Dai’s annual salary was reduced to $1 from $220,000, effective as of January 11, 2008.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2007, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) of Marvell Technology Group, Ltd. (the “Company”) took the actions described below.  All equity awards described below were made pursuant to the Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”).  The exercise price of each option grant described below is $14.01 per share, which is equal to the closing price of the Company’s common shares as reported on the Nasdaq Global Market on December 28, 2007.

Approval of Compensation Arrangements for Chief Executive Officer

The Compensation Committee approved the compensation arrangements described below for Dr. Sehat Sutardja, the Company’s Chief Executive Officer.

(i) Dr. Sehat Sutardja received an annual equity award of a time-based option to purchase 189,000 common shares and a performance-based option to purchase 226,800 common shares.  The shares subject to the performance-based option will become vested and fully exercisable on the 10-K Due Date (as defined below) corresponding to the first fiscal year ending on or prior to January 29, 2011 in which the Company’s Pro Forma EPS (as defined below) for such fiscal year is two times Pro Forma EPS for fiscal year 2007, in accordance with the form of Notice of Grant of Stock Options attached hereto as Exhibit 10.1.  “10-K Due Date” means, with respect to the fiscal year in question, the prescribed due date on which the Company’s Annual Report on Form 10-K is required to be filed with the Securities and Exchange Commission.  “Pro Forma EPS” will be calculated by adjusting diluted net income per share under generally accepted accounting principles (“GAAP EPS”) for the impact of (i) non-cash stock-based compensation charges by adding to GAAP EPS non-cash stock-based compensation expense recognized under Statement of Financial Accounting Standard No. 123 (R) (“SFAS 123R”), and (ii) non-cash charges associated with purchase accounting and other write-off related expenses by adding to GAAP EPS amortization and write-off of acquired intangible assets and other, and acquired in-process research and development.  The Pro Forma EPS will be proportionately adjusted by the Executive Compensation Committee for any stock split, reverse stock split, stock dividend, share combination, recapitalization or similar event effected subsequent to the date of grant.  1/48 of the shares subject to the time-based option vest on each monthly anniversary of June 1, 2007.

Each such option has a term of 10 years from the date of grant; provided, that if the shares subject to the performance-based option shall not have become vested and fully exercisable as of the 10-K Due Date for the fiscal year ending January 29, 2011, the performance-based option will terminate and be of no further force or effect.

(ii) A bonus was given to Dr. Sehat Sutardja for his performance in the fiscal year ended January 27, 2007 consisting of a time-based option to purchase 46,000 common shares.  1/48 of the shares subject to this option vest on each monthly anniversary of June 1, 2007.

(iii) The Compensation Committee approved an annual salary increase for Dr. Sehat Sutardja to $657,000 (from $557,000) effective December 28, 2007.

Approval of Compensation Arrangements for Chief Technology Officer

The Compensation Committee approved the compensation arrangements described below for Dr. Pantas Sutardja, the Company’s Chief Technology Officer.

(i) Dr. Pantas Sutardja received an annual equity award of a time-based option to purchase 84,000 common shares and a performance-based option to purchase 101,000 common shares.  The shares subject to the performance-based option will become vested and fully exercisable on the 10-K Due Date (as defined above) corresponding to the first fiscal year ending on or prior to January 29, 2011 in which the Company’s growth for such fiscal year is two times EPS growth over fiscal year 2007, all as described above in connection with the performance-based option granted to the Company’s Chief Executive Officer and in accordance with the form of Notice of Grant of Stock Options attached hereto as Exhibit 10.1.  1/48 of the shares subject to the time-based option vest on each monthly anniversary of June 1, 2007.

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