Marvell Technology Group (MRVL)

(a)   Employment Offers.

(i)  Subject to Applicable Law, Buyer shall make offers of employment to each Business Employee who is not an Excluded Employee to be effective as of the Closing.  The offers of employment for each such Business Employee who is not an Excluded Employee will (i) subject to requirements of Applicable Law for the jurisdiction in which the Business Employee is located, include employment terms reasonably determined by Buyer but that, in all events, are substantially similar to and at least as favorable to such Business Employee as his or her existing cash compensation, and also at least as favorable with respect to his or her equity compensation, and

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including participation in all compensation and benefit programs made available to similarly situated employees of Buyer at levels which are in the aggregate substantially equivalent to the value of their compensation and benefits under Seller’s programs, and (ii) supersede any prior agreements regarding the terms and conditions of employment with such Business Employee as in effect prior to the Closing Date.  Notwithstanding the previous sentence, in no event shall any prior agreement with respect to Intellectual Property be superseded, except that all Transferred Employees shall be permitted to disclose to Buyer all information in their possession or otherwise known by them which is directly related to the Transferred Assets and Assumed Liabilities after the Closing, but not related to the Excluded Assets or other confidential information of Seller.  For purposes of clarification, prior to the Closing, Buyer shall not cause any Business Employee to disclose to Buyer confidential information related to the Business, except as permitted by Seller.

(ii)  To the greatest extent permitted by Applicable Law, Buyer shall provide service credit for all periods of service by the Transferred Employees under Buyer’s employee policies and plans except to the extent such service credit would result in the duplication of benefit accrual for the same period of service.  Buyer shall be responsible for all Liabilities, salaries, benefits and similar employer obligations that arise after Closing under Buyer’s compensation and benefit plans and policies for all Transferred Employees or pursuant to Section 2.03(d) and as may be agreed by the Parties pursuant to Section 2.05(c).  In particular, Buyer shall be responsible for Liabilities with respect to the termination of any Transferred Employees by Buyer after the Closing, including health care continuation coverage with respect to plans established or maintained by Buyer after the Closing to the extent that the Transferred Employees participate therein, and damages or settlements arising out of any claims of wrongful or illegal termination by Buyer following the Closing, and for complying with the requirements of all Applicable Laws with respect to any such termination by Buyer after the Closing.

(iii)  Except with respect to Transferred Employees who are employees of the Transferred Sub, subject to Applicable Law, Seller shall be solely responsible for (i) any liabilities or obligations with respect to the Business Employees including the Transferred Employees, that arise prior to the Closing, (ii) any liabilities or obligations with respect to any Business Employees who do not become Transferred Employees, and (iii) subject to Section 2.03(d), any liabilities or obligations with respect to Transferred Employees under the Employee Plans or the Employee Agreements that arise following the Closing.

(iv)  Subject to Applicable Law, Seller shall permit the Transferred Employees who are participants in Seller’s SERP Profit Sharing Plan and 401(k) Plan to make direct “roll-overs” of their plan accounts to a designated Buyer tax qualified retirement plan.

(v)  With respect to Transferred Employees who are employees of the Transferred Sub, subject to Applicable Law, Buyer shall provide continuity of comparable benefits coverage for such Transferred Employees, including contributions to existing employee accounts or to accounts established by Buyer.  Seller and Buyer shall cooperate to identify all amounts relating to accrued benefits under Employee Plans that are held by third parties, such as insurance companies and pension funds.  To the extent that such amounts held by third parties are less than the Liabilities of the Employee Plans to which they relate for such Transferred Employees, Seller shall identify and obtain an alternative funding mechanism for such Liabilities in compliance with

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Applicable Law.  As of the Closing, the Transferred Sub shall employ only Transferred Employees.

(b)   Additional Employees.  Seller shall use its commercially reasonable efforts to identify a category of employees of the Selling Parties and make available for the making of employment offers by Buyer at Closing those employees of Seller and/or its Subsidiaries whose services would be needed by Buyer in connection with the Transferred Assets, but who are not listed on Schedule 3.14(c), and whom Buyer, in its sole discretion, may choose to hire, subject to the limitations on provision of information as set forth in Section 5.14.  Any such additional employees who are hired by Buyer at Closing shall be considered Transferred Employees for purposes of this Agreement.

(c)   Vacation Cash-Outs.  Vacation that has been earned, but not taken, by a Transferred Employee as of the Closing Date (a) will be paid by Seller, as required by Applicable Law, as soon as reasonably practicable following the Closing Date to Transferred Employees employed in California or Massachusetts or other jurisdictions where payment is required under Applicable Law, and (b) for all other Transferred Employees, will be credited to the Transferred Employee under Buyer’s vacation policy.