Exhibit 10.2
MARVELL TECHNOLOGY GROUP, LTD.
2007 DIRECTOR STOCK INCENTIVE
PLAN
NOTICE OF GRANT OF STOCK OPTION — INITIAL
OPTION AWARD
Unless
otherwise defined herein, the terms defined in the Marvell
Technology Group, Ltd. 2007 Director Stock Incentive Plan (the
“Plan”) will have the same defined meanings in this
Notice of Grant of Stock Option (the “Notice of Grant”)
and Terms and Conditions of Stock Option Grant, attached hereto as
Exhibit A (together, the
“Agreement”).
Participant has
been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Agreement,
as follows:
|
Grant
Number
|
|
|
|
Date of
Grant
|
|
|
|
Vesting
Commencement Date
|
|
|
|
Number of
Shares Granted
|
|
50,000
|
|
Exercise Price
per Share
|
|
$
|
|
Total Exercise
Price
|
|
$
|
|
Type of
Option
|
|
Nonstatutory Stock Option
|
|
Term/Expiration Date
|
|
|
Vesting Schedule :
Subject to accelerated vesting as set forth below or in Section(s)
5(g) and 18 of the Plan, this Option will be exercisable, in whole
or in part, in accordance with the following schedule:
One-third (1/3 rd ) of the Shares subject to the Option
will vest on the the one-year anniversary of the Date of Grant (or
on the last day of such month, if there is
no
corresponding date); an additional one-third (1/3 rd )
of the Shares subject to the Option will vest on the second annual
anniversary of the Date of Grant thereafter (or on the last day of
such month, if there is no corresponding date); and a final
one-third (1/3 rd ) of the Shares subject to the Option
will vest on the third annual anniversary of the Date of Grant
thereafter (or on the last day of such month, if there is no
corresponding date); provided that the Outside Director continues
to serve as a Service Provider through each applicable vesting
date.
Termination Period :
This Option
will be exercisable for ninety (90) days after Participant ceases
to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option
will be exercisable for six (6) months after Participant ceases to
be a Service Provider. Notwithstanding the foregoing, in no
event may this Option be exercised after the Term/Expiration Date
as provided above and may be subject to earlier termination as
provided in Section 20(c) of the Plan.
By Participant’s
signature and the signature of the Company’s representative
below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan
and this Agreement. Participant has reviewed the Plan and
this Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and Agreement.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Agreement. Participant
further agrees to notify the Company upon any change in the
residence address indicated below.
|
PARTICIPANT
|
|
MARVELL TECHNOLOGY
GROUP LTD.
|
|
|
|
|
|
|
|
|
|
Signature
|
|
By
|
|
|
|
|
|
Print Name
|
|
Title
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
EXHIBIT A
TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1.
Grant . The Company hereby grants to the Participant
named in the Notice of Grant (the “Participant”) an
option (the “Option”) to purchase the number of Shares,
as set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the “Exercise
Price”), subject to all of the terms and conditions in this
Agreement and the Plan, which is incorporated herein by
reference. Subject to Section 20(c) of the Plan, in the event
of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions of
the Plan will prevail.
2.
Vesting Schedule . Except as provided in Section 3,
the Option awarded by this Agreement will vest in accordance with
the vesting provisions set forth in the Notice of Grant.
Shares scheduled to vest on a certain date or upon the occurrence
of a certain condition will not vest in Participant in accordance
with any of the provisions of this Agreement, unless Participant
will have been continuously a Service Provider from the Date of
Grant until the date such vesting occurs.
3.
Administrator Discretion . The Administrator, in its
discretion, may accelerate the vesting of an Option granted to a
Participant who will not stand for reelection. If so
accelerated, such Option will be considered as having vested as of
the date specified by the Administrator.
4.
Exercise of Option . This Option may be exercised only
within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the
terms of this Agreement.
This Option is exercisable by delivery of an exercise notice, in
the form attached as Exhibit B (the “Exercise
Notice”) or in a manner and pursuant to such procedures as
the Administrator may determine, which will state the election to
exercise the Option, the number of Shares in respect of which the
Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise
Notice will be completed by Participant and delivered to the
Company. The Exercise Notice will be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares together
with any applicable tax withholding. This Option will be
deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.
5.
Method of Payment . Payment of the aggregate Exercise
Price will be by any of the following, or a combination thereof, at
the election of Participant:
(a)
cash;
(b)
check;
(c)
other Shares, provided that such Shares have a Fair Market Value on
the date of surrendar equal to the aggregate exercise or purchase
price of the Shares as to which such Option
3
shall be
exercised and and provided that accepting such Shares, in the sole
discretion of the Administrator, shall not result in any adverse
accounting consequences to the Company;
(d)
consideration received by
the Company under a broker-assisted (or other) cashless exercise
program adopted by the Company in connection with the
Plan;
(e)
such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws; or
(f)
any combination of the foregoing methods of payment.
6.
Tax Obligations .
(a)
Withholding of Taxes . Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to
Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such
Shares. To the extent determined appropriate by the Company
in its discretion, it will have the right (but not the obligation)
to satisfy any tax withholding obligations by reducing the number
of Shares otherwise deliverable to Participant. If
Participant fails to make satisfactory arrangements for the payment
of any required tax withholding obligations hereunder at the time
of the Option exercise, Participant acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver
Shares if su
|