Marvell Technology Group (MRVL)

Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2008, acting pursuant to the authority of the Board of Directors (the “Board”) of Marvell Technology Group Ltd. (the “Company”), the Company entered into a form of indemnification agreement (the “Indemnification Agreement”) with each of the following: Dr. Sehat Sutardja, Dr. Pantas Sutardja, Kuo Wei (Herbert) Chang, Dr. Juergen Gromer, Dr. John Kassakian, Arturo Krueger, Clyde Hosein and George de Urioste.  This replaces the indemnification agreements previously entered into by the Company with each of Mr. Hosein and Mr. de Urioste.  Previously, on September 10, 2008, the Board approved the Indemnification Agreement attached hereto as Exhibit 10.1.

These agreements provide for the circumstances under which the Company will indemnify the Company’s directors and executive officers and pay their expenses if they become involved in litigation as a result of their service with the Company.  The agreements also provide a number of circumstances under which we will not indemnify the Company’s directors and executive officers or pay their expenses pursuant to the agreements.  The benefits provided under these agreements are in addition to those provided by the Company’s Second Amended and Restated Bye-Laws.

The foregoing summary of the Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

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Item 1.01               Entry into a Material Definitive Agreement.

Pursuant to section 5.12 of the credit agreement by and among Marvell Technology Group Ltd. (the “Company”), the lenders party thereto, Credit Suisse, Cayman Islands Branch (“Credit Suisse”), as administrative agent, LaSalle Bank National Association, as syndication agent, and Keybank National Association and Commerzbank AG, as co-documentation agents (the “Credit Agreement”) dated November 8, 2006, Marvell Technology, Inc. (“MTI”), a wholly-owned subsidiary of the Company, entered into a deed of trust, security agreement, assignment of rents and leases and fixtures filing on May 18, 2007 to First American Title Insurance Company, as trustee in favor of Credit Suisse, Cayman Island Branch, in its capacity as Agent (“Deed of Trust”) granting Credit Suisse a security interest in the property on which the Company’s U.S. headquarters is located.   In addition, on May 18, 2007, MTI, Marvell Semiconductor, Inc. and four other subsidiaries of the Company entered into a security agreement with Credit Suisse whereby each subsidiary granted Credit Suisse a security interest in, among other things, and subject to certain exceptions, then owned and thereafter acquired:  (a) accounts receivable, (b) bank accounts and securities accounts, (c) equipment, and (d) inventory.

The foregoing descriptions of the Deed of Trust and Security Agreement are qualified in their entirety by reference to the full text of the applicable agreement, copies of which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 1.01   Entry into a Material Definitive Agreement.

On October 5, 2006, Marvell Technology Group Ltd. (the “Company”) announced that its Board of Directors (the “Board”) approved a compensation policy recommended by the Board’s Executive Compensation Committee for the chairman of the special committee formed by the Board to conduct an internal review relating to past stock option grants, the timing of such grants and related accounting matters. Under this policy, the special committee chairman receives $2,500 per diem for his services as such and reimbursement for travel and related expenses incurred in the performance of his duties.

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SIGNATURE

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

Dated: October 11, 2006

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On June 26, 2006, Marvell Technology Group Ltd. (“Marvell”) entered into an asset purchase agreement (the “Agreement”) with Intel Corporation (“Intel”) to acquire the applications processor and communications processor businesses of Intel (the “Business”). The Agreement provides for, among other things, (1) the purchase by Marvell of certain assets and intellectual property of Intel related to the Business, (2) the assumption by Marvell of certain liabilities of Intel related to the Business and (3) the payment by Marvell to Intel of $600 million, to be paid in cash or, at Intel’s option, a combination of cash and up to $100 million of Marvell common stock with the number of shares to be based on Marvell’s average stock price for a limited period prior to closing. Intel has informed Marvell that it currently intends to receive the entire purchase price in cash.  The acquisition is currently expected to close in approximately four to five months following the satisfaction of regulatory requirements and other customary closing conditions, including the preparation of audited financial statements for the Business. In connection with the acquisition, the parties will enter into several ancillary agreements, including a transition services agreement and a supply agreement, designed to ensure a smooth transition of the Business to Marvell and to enable Intel to continue manufacturing products for the Business until Marvell can arrange other manufacturing resources.

The statement above regarding the timing of the expected closing of the acquisition constitutes a forward-looking statement within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks relating to satisfaction of the conditions to closing of the acquisition and other risks associated with whether the closing might be delayed or not occur. For other factors that could cause Marvell’s results to vary from expectations, please see the risks detailed from time to time in Marvell’s filings with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the fiscal quarter ended April 29, 2006. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

On May 25, 2006, the Executive Compensation Committee of the Board of Directors (the “Executive Compensation Committee”) of Marvell Technology Group Ltd. (the “Company”) approved the grant of stock options to purchase shares of the Company’s common stock to Dr. Sehat Sutardja, the Company’s Chairman of the Board of Directors, President and Chief Executive Officer, Weili Dai, the Company’s Chief Operating Officer, and Dr. Pantas Sutardja, the Company’s Chief Technology Officer.

Dr. Sehat Sutardja, Ms. Dai and Dr. Pantas Sutardja each received two options that are subject to performance-based vesting, as described in the following paragraphs.  Each such option granted to Dr. Sehat Sutardja covers 200,000 shares, each such option granted to Ms. Dai covers 133,500 shares, and each such option granted to Dr. Pantas Sutardja covers 89,000 shares.

The first such option will become vested and fully exercisable and the shares will be fully vested on the 10-K Due Date (as defined below) corresponding to the first fiscal year ending on or prior to January 30, 2010 in which Pro Forma EPS (as defined below) for such fiscal year exceeds $2.78 (the “Target EPS”).  The Target 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 (and will be adjusted to be $1.39 should the 2-for-1 stock split in the form of a stock dividend approved, subject to shareholder approval of an increase in the Company’s authorized share capital, by the Board on February 21, 2006, be effected).  “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 (Pro Forma EPS for fiscal years ending after January 28, 2006 will reflect adjustments to add to GAAP EPS non-cash stock-based compensation expense recognized under SFAS 123R and will include purchase accounting adjustments for inventory).  Each such option shall have a term of 10 years from the date of grant; provided, that if such option shall not have become vested and fully exercisable as of the 10-K Due Date for the fiscal year ending January 30, 2010, the option will terminate and be of no further force or effect.

The second such option is identical to the first, except that the Target EPS is $4.17 (subject to similar adjustment as set forth above with respect to the first such option, including an adjustment to $2.085 should the 2-for-1 stock split in the form of a stock dividend approved, subject to shareholder approval of an increase in the Company’s authorized share capital, by the Board on February 21, 2006, be effected).

Dr. Sehat Sutardja and Ms. Dai also received options to purchase 81,000 and 42,000 shares of the Company’s common stock, respectively.  These options vest as to 50% of the shares covered on the first anniversary of the date of grant and as to the remaining 50% on the second anniversary of the date of grant.

The exercise price per share of all options described above is $49.59, the closing price of the Company’s common stock on the Nasdaq National Market on May 25, 2006, the date of grant.

Together with the options to purchase 146,000, 109,000 and 109,000 shares granted to Dr. Sehat Sutardja, Ms. Dai and Dr. Pantas Sutardja, respectively, by the Executive Compensation Committee in March 2006, the aforementioned stock options constitute the results of a review of compensation for such

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Item 1.01.              Entry into a Material Definitive Agreement.

On February 17, 2006, Marvell Technology Group Ltd. and an affiliate (collectively, “Marvell”) entered into an agreement (the “Agreement”) to acquire the printer semiconductor business of Avago Technologies (“Avago”).  Under the terms of the Agreement, in exchange for certain assets and intellectual property of Avago, Marvell will pay $240 million in cash upon closing. The acquisition is expected to close within sixty days following the satisfaction of regulatory requirements and other customary closing conditions. Additionally, in accordance with the definitive agreement, Marvell may pay an additional $35 million upon certain defined milestones being achieved.

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On August 29, 2005, Marvell Technology Group Ltd. (“Marvell”) entered into an agreement (the “Agreement”) to acquire the Hard Disk and Tape Drive Controller semiconductor business of QLogic Corporation (“QLogic”) based in Aliso Veijo, California.  Under the terms of the Agreement, in exchange for certain assets and intellectual property of QLogic, Marvell has agreed to pay $180 million in cash and issue shares of Marvell Common Stock valued at $45 million at closing.  The shares of Marvell Common Stock will be issued pursuant to an exemption under the Securities Act of 1933, as amended. Completion of this transaction is subject to customary closing conditions, including certain governmental approvals.

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