Marvell Technology Group (MRVL)

5.     Grants of Awards under the Plan.

(a)   Procedure for Grants.   All grants of Awards to Outside Directors under this Plan shall be made strictly in accordance with the following provisions:

(b)   Type of Option.   If Options are granted pursuant to the Plan they will be Nonstatutory Stock Options and, except as otherwise provided herein, will be subject to the other terms and conditions of the Plan.

(c)   Eligibility for Awards.   An Outside Director is eligible for Awards under the Plan (is an “Eligible Outside Director”) if such person:

(i)    is first elected as an Outside Director on or following the date this Plan is adopted by the Board; or

(ii)   is designated by the Board as an Eligible Outsider Director.

(d)   Initial Option Award.   Each person who first becomes an Outside Director on or following the date this Plan is adopted by the Board will automatically be granted an Option to purchase fifty thousand (50,000) Shares (the “Initial Option Award”) upon the later of (x) the date such person first becomes an Outside Director, whether through election by the shareholders of the Company or appointment by the Board to fill a vacancy and (y) the date that the Plan is approved by the shareholders of the Company; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Option Award.

(e)   Annual Option Award.   Each Eligible Outside Director will be automatically granted an Option to purchase twelve thousand (12,000) Shares (an “Annual Option Award”) on the date of each Annual General Meeting of the Company beginning in 2007, if as of such date, such Eligible Outside Director has served on the Board for at least the preceding six (6) months.

(f)    Terms.   The terms of each Award granted pursuant to the Plan will be as follows:

(i)    If the Award is an Option, the term of the Award will be ten (10) years; provided, however, that the Option may expire earlier pursuant to Section 8 hereof.

(ii)   To the extent not in conflict with the terms of this Section, the other terms and conditions of the Plan will apply to Awards granted pursuant to this Section.

(g)   Acceleration of Awards.   If a Participant’s status as a Service Provider terminates as result of the Participant’s death or Disability, each outstanding Award granted to the Participant under the Plan shall be immediately vested in full as of the date of such termination.

A-4

(h)   Form and Timing of Payment.   Payment of earned Performance Units or Restricted Stock Units granted under the Plan will be made as soon as practicable after the applicable vesting date. On the date set forth in the Award Agreement, all unvested Performance Units or Restricted Stock Units will be forfeited to the Company.

(i)    Amendment.   The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Plan for Awards granted on or after the date the Administrator determines to make any such change or revision, including, without limitation, the allocation between types of equity Awards, the number of Shares subject to such Awards, the vesting schedule and the exercise or purchase price thereof. The Administrator will determine from time to time whether other service by Directors on committees of the Board not covered by the Plan warrants grants of Awards for such service, and will have the power and authority to modify the Plan from time to time to establish non-discretionary, automatic award grants to be made to such committee members on such terms and at such times as the Administrator will determine.