Marvell Technology Group (MRVL)

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the “Board” or the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

3. The Indemnitee does not regard the indemnities available under applicable law and the Company’s bye-laws, as amended from time to time (the “Bye-Laws”), as adequate to protect Indemnitee against the risks associated with Indemnitee’s service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that Indemnitee be so indemnified.

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the “Board” or the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

3. The Indemnitee does not regard the indemnities available under applicable law and the Company’s bye-laws, as amended from time to time (the “Bye-Laws”), as adequate to protect Indemnitee against the risks associated with Indemnitee’s service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that Indemnitee be so indemnified.

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the “Board” or the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

3. The Indemnitee does not regard the indemnities available under applicable law and the Company’s bye-laws, as amended from time to time (the “Bye-Laws”), as adequate to protect Indemnitee against the risks associated with Indemnitee’s service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that Indemnitee be so indemnified.

Recitals

WHEREAS, the Company previously granted to the Optionee, under the Company’s Amended and Restated 1995 Stock Option Plan, the option(s) listed on Schedule A (the “Options”) to acquire common shares of the Company at the respective exercise prices listed on Schedule A in the column entitled “Original Exercise Price Per Share” (the “Agreement”) (all references to shares and per share prices in this Amendment of Stock Option are as adjusted for stock splits subsequent to the grant date);

WHEREAS, based upon an internal review of the Company’s practices relating to stock option grants, the Company has determined that the per share fair market value on the appropriate grant date for each of the Options should be the price listed in the column entitled “New Exercise Price Per Share;”

WHEREAS, if the per share exercise price of each Option is not modified to be greater than or equal to the applicable “New Exercise Price Per Share,” the Optionee will be subject to additional taxes under Internal Revenue Code Section 409A and parallel state taxes, if applicable, with respect to each such Option; and

WHEREAS, the parties wish to amend each of the Options to have a per share exercise price equal to the New Exercise Price for such Option;

Recitals

WHEREAS, the Company previously issued to the Optionee the following options (collectively, the “Options”) to acquire shares of common stock of the Company under the Company’s Amended and Restated 1995 Stock Option Plan (all references to shares and per share prices in this Amendment of Stock Option Agreement are as adjusted for subsequent stock splits):

1.               an option pursuant to a stock option agreement originally dated effective June 6, 2002,

2.               an option pursuant to a stock option agreement originally dated effective December 26, 2003,

3.               an option pursuant to a stock option agreement originally dated effective March 10, 2006,

4.               an option pursuant to a stock option agreement originally dated effective May 25, 2006, (collectively, the “Agreements”); and

WHEREAS, in connection with the Optionee’s termination of service as an officer of the Company effective as of May 6, 2007 the parties desire to amend the Options and Agreements.

Recitals

WHEREAS, the Company previously issued to the Optionee an option (the “Option”) to acquire 1,500,000 shares (which have since split on a 1 for 4 basis)  of common stock of the Company at an exercise price of $9.125 per share (post-split) pursuant to a stock option agreement dated effective December 26, 2003 (the “Agreement”) under the Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”);

WHEREAS, the parties subsequently reformed the Agreement to reflect an exercise price per share of $10.91 (post-split);

WHEREAS, the number of shares subject to the Option exceeded the annual per grant limit under the Plan by 500,000 pre-split (2,000,000 post-split) shares;

WHEREAS, the Option has been exercised with respect to 2,200,788 (post-split) shares before 2006 and 799,212 (post-split) shares in 2006; and

WHEREAS, the parties hereby further reform the Agreement to correspond to the share limit set forth in the Plan.

Recitals

WHEREAS, the Company previously issued to the Optionee an option (the “Option”) to acquire 2,640,000 shares of common stock of the Company at an exercise price of $9.125 per share pursuant to a stock option agreement dated effective December 26, 2003 (the “Agreement”) under the Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”) (all references to shares and per share prices in this Reformation of Stock Option Agreement are as adjusted for subsequent stock splits);

WHEREAS, based upon an internal review of the Company’s practices relating to stock option grants, the Company has now determined that the effective date of grant of the Option appears to be January 16, 2004 based upon the best information available to the Company;

WHEREAS, the Optionee takes no position with respect to the effective date of grant and instead defers to the Company’s determination;

WHEREAS, the Option has been exercised with respect to 121,668 shares in 2006; and

WHEREAS, the parties hereby reform the Agreement to reflect the exercise price per share required by the Plan for a grant on January 16, 2004, or $10.91, the fair market value of the common stock of the Company on January 16, 2004 (“Corrected Exercise Price”).

Recitals

WHEREAS, the Company previously issued to the Optionee an option (the “Option”) to acquire 4,000,000 shares of common stock of the Company at an exercise price of $9.125 per share pursuant to a stock option agreement dated effective December 26, 2003 (the “Agreement”) under the Company’s Amended and Restated 1995 Stock Option Plan (all references to shares and per share prices in this Reformation of Stock Option Agreement are as adjusted for subsequent stock splits);

WHEREAS, based upon an internal review of the Company’s practices relating to stock option grants, the Company has now determined that the effective date of grant of the Option appears to be January 16, 2004 based upon the best information available to the Company;

WHEREAS, the Optionee takes no position with respect to the effective date of grant and instead defers to the Company’s determination;

WHEREAS, the Option has been exercised with respect to 1,916,666 shares before 2006; and

WHEREAS, the parties hereby reform the Agreement to reflect the exercise price per share required by the Plan for a grant on January 16, 2004, or $10.91, the fair market value of the common stock of the Company on January 16, 2004 (“Corrected Exercise Price”).

Recitals

WHEREAS, the Company previously issued to the Optionee an option (the “Option”) to acquire 6,000,000 shares of common stock of the Company at an exercise price of $9.125 per share pursuant to a stock option agreement dated effective December 26, 2003 (the “Agreement”) under the Company’s Amended and Restated 1995 Stock Option Plan (the “Plan”) (all references to shares and per share prices in this Reformation of Stock Option Agreement are as adjusted for subsequent stock splits);

WHEREAS, based upon an internal review of the Company’s practices relating to stock option grants, the Company has now determined that the effective date of grant of the Option appears to be January 16, 2004 based upon the best information available to the Company;

WHEREAS, the Optionee takes no position with respect to the effective date of grant and instead defers to the Company’s determination;

WHEREAS, the Option has been exercised with respect to 2,200,788 shares before 2006 and 799,212 shares in 2006; and

WHEREAS, the parties hereby reform the Agreement to reflect the exercise price per share required by the Plan for a grant on January 16, 2004, or $10.91, the fair market value of the common stock of the Company on January 16, 2004 (“Corrected Exercise Price”).

RECITALS

A.            Seller desires to sell to Buyer, and Buyer desires to acquire from Seller, the Transferred Assets, and Buyer is willing to assume the Assumed Liabilities, all upon the terms and conditions set forth in this Agreement.

B.            In connection with the transactions contemplated by this Agreement, Buyer and Seller also are entering into, or intend to enter into, certain other Ancillary Agreements, including the Transition Services Agreement, the Intellectual Property Agreements and the Development Agreement.

C.            Seller’s Subsidiaries identified on Schedule 3.23, (collectively, the “Subsidiary Sellers”) own 10,011 Ordinary Shares of DSPC Technologies Ltd., a corporation formed under the laws of Israel (the “Transferred Sub”), which represent all of the issued and outstanding shares of Transferred Sub (the “Transferred Shares”).

D.            Seller desires to cause the Subsidiary Sellers to sell to Buyer, and Buyer desires to acquire from the Subsidiary Sellers, the Transferred Shares, all upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual representations, warranties, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

RECITALS

A.                                   Seller conducts, among other businesses, a business consisting of the design, manufacturing, marketing and sale of hard disk and tape drive controllers and related products (the “