Marvell Technology Group (MRVL)

Employment Agreements

At this time, other than for Mr. de Urioste, our former Interim Chief Financial Officer and former Acting Chief Operating Officer, and Mr. Hosein, our Chief Financial Officer, Interim Chief Operating Officer and Secretary, we do not have any employment, change-in-control, or severance agreements or arrangements with any of our named executive officers. This enables us to terminate their employment with flexibility as to the terms of any severance arrangement. We entered into employment agreements with Messrs. de Urioste and Hosein as a necessary inducement for their acceptance of their positions with us, including provisions for their severance and, in the case of Mr. Hosein, change-in-control severance benefits. The terms of these employment agreements were determined based on negotiations between the executives and Dr. Sehat Sutardja, who received input from the executive compensation committee. The executive compensation committee reviewed market data at the time of the negotiations to better understand the market range for the various compensation elements, but the market data was used to primarily contrast the negotiated compensation with current competitive practice. For a further description of Mr. de Urioste’s and Mr. Hosein’s employment agreements, please refer the section entitled “Employment Contracts and Change-in-Control Arrangements” below.

    Employment Agreements

        At this time, other than for Mr. de Urioste, our new interim Chief Financial Officer, we do not have any employment, change in control or severance agreements or arrangements for our named executive officers. This enables us to terminate their employment with flexibility as to the terms of any severance arrangement. For example, no severance was paid to Mr. Hervey, our former Chief Financial Officer, upon his termination in fiscal 2008.

        On January 23, 2008, we hired Mr. de Urioste to be our interim Chief Financial Officer, while we continue to search for a full time candidate for the position. We entered into an employment agreement with Mr. de Urioste based on our negotiations with him and as a necessary inducement for his acceptance of the position. Mr. de Urioste replaced Mr. Rashkin, one of our former interim Chief Financial Officers, who resigned as interim Chief Financial Officer for personal health concerns, though Mr. Rashkin continues to be employed by us in his prior position as Vice President of Taxes and General Tax Counsel of MSI. Mr. de Urioste's agreement is for a term of six months. The agreement provides for his base salary, sign on bonus, initial restricted stock unit grant, the initial term of his interim services and the terms of his severance.

        Under the terms of his agreement, Mr. de Urioste receives a base salary of $64,000 per month. He received a sign on bonus of $50,000, but he is not entitled to payment of any merit bonus or other cash incentives. Mr. de Urioste received a grant of 25,000 restricted stock units that vested as to 50% after three months, with the remaining units vesting monthly over the remaining three month period of his employment agreement. Unlike our normal practice to grant stock options, we granted restricted stock units to Mr. de Urioste, because his services to us are intended to be for a short duration. Therefore, a stock option would not provide the appropriate value to Mr. de Urioste and the appropriate incentives for his performance during this temporary assignment. Upon a termination by the Company without cause, as defined in the employment agreement, Mr. de Urioste would receive payment of his base salary for the remainder of the six month term of the agreement and he would vest immediately in any remaining unvested restricted stock units.

        Mr. de Urioste's total cash compensation and his long-term incentive compensation would be above the 75^th percentile for the peer groups if his compensation was annualized. However, the executive compensation committee believed that the amounts paid to him were appropriate based on the importance of hiring an interim chief financial officer, the transitory nature of the interim position, and the competitive environment for professional, qualified interim chief financial officers.