Marvell Technology Group (MRVL)

The tentative settlements of pending consolidated shareholder derivative and class action lawsuits require the court’s final approval and may not be approved by the court.

On or about March 5, 2008, the parties to the consolidated shareholder derivative action relating to our historic stock option granting practices entered into a memorandum of understanding that tentatively settles and resolves the matter. On May 21, 2009, the court issued an order preliminarily approving the settlement. A hearing to determine whether the court should issue an order finally approving the proposed settlement has been scheduled for July 17, 2009. The court may not grant final approval of the tentative settlement.

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On June 9, 2009, we entered into an agreement to resolve the shareholder class action lawsuit filed against us and certain of our former and current officers and directors relating to our historic stock option granting practices. This class action settlement is subject to preliminary and then, following notice to class members, final approval by the United States District Court for the Northern District of California. The court may not grant preliminary or final approval of this tentative settlement.

If either of these tentative settlements is not finally approved by the court, the parties might elect or be required to continue litigating these matters. This may cause us to incur substantial additional litigation costs and expenses and other liabilities, and may be distracting to management.