This excerpt taken from the MRVL 8-K filed May 28, 2009.
Stock Option Policies and Procedures
(i) Marvell dissolved the Stock Option Committee in April 2007.
(j) Marvells Board, excluding interested directors, shall recommend all stock option grants to Section 16 officers, which will then be granted by the Executive Compensation Committee (ECC).
(k) The ECC comprised of independent directors, makes all stock option grants to employees and non-employees.
(l) The Audit Committee Charter has been amended to include oversight of agreed upon standards pursuant to and defined by the applicable Statements of Auditing Standards, with respect to the Companys stock option granting process by Marvells external auditors or other independent public accounting firm.
(m) Marvells Board has adopted a new policy regarding the granting of equity-based awards.
(n) Procedures related to the grant of new hire and secondary equity awards include, among other things, the following:
(i) All unanimous written consents shall carry a date of when each signatory signed the consent.
(ii) All proposed equity awards shall be reviewed by Human Resources, Legal, Finance, and Internal Audit Departments before they are granted by the Board or ECC.
(iii) All details of proposed equity awards, including name, number of options, and vesting schedule, shall be finalized and communicated to the ECC prior to each monthly meeting in which grants are made.
(iv) Notices of stock option grants shall be made promptly to award recipients following the monthly grant.
(v) The exercise price of stock options shall be priced at no less than the fair market value of Marvells common shares on the date of the ECC meeting or, at no less than the fair market value of Marvells common shares on a prospective date set by the ECC. For these purposes, the meaning of fair market value shall follow or be substantially similar to the definition of fair market value in the Marvell Technology Group, Ltd. Amended and Restated 1995 Stock Option Plan, which states: [A]s of any date, the value of common Stock is determined as follows: (i) If the Common Stock is quoted on an established stock exchange or national market system, including without limitation the National Association of Securities Dealers, Inc. Automated Quotation (NASDAQ) National Market System, Fair Market Value shall be the closing sales price (or the closing bid, if no sales are reported) as quoted on that exchange or system for the day of the determination, as reported in The Wall Street Journal or an equivalent source, or if the determination date is not a trading day, then on the most recent preceding trading day; (ii) If the Common Stock is quoted on NASDAQ (but not on the National Market System) or regularly quoted by a recognized securities dealer but selling prices are not reported, Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of the determination, or on the most recent preceding trading day if the determination date is not a trading day; or (iii) In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Administrator.
(vi) Decisions of the ECC shall be documented by minutes.
(o) Marvell has implemented an automation project of the stock option granting process to reduce manual validation work over multiple employee databases.
(i) For new hire grants All offers to recruits are made through the Virtual Edge pre-hire system. Data in Virtual Edge is automatically captured in Oracle once the
offer is made. Data is extracted from Oracle and put in a report for the ECC meeting. Data in Oracle is locked following ECC meeting.
(ii) For evergreen grants Vice Presidents enter recommended grants directly into Oracle. Data is extracted from Oracle and put in a report for the ECC meeting. Data in Oracle is locked following ECC meeting.
(p) Marvell offers assistance to the Companys Section 16 insiders to help them timely file their Forms 4.