Exhibit 10.3
MARVELL TECHNOLOGY GROUP, LTD.
2007 DIRECTOR STOCK INCENTIVE
PLAN
NOTICE OF GRANT OF STOCK OPTION — ANNUAL
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:
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Grant
Number
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Date of
Grant
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Vesting
Commencement Date
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Number of Shares
Granted
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12,000
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Exercise Price per
Share
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$
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Total Exercise
Price
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$
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Type of
Option
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Nonstatutory Stock Option
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Term/Expiration
Date
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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
hundred percent (100%) of the Shares subject to the Option will
vest and become exercisable on the earlier of the next Annual
General Meeting or the one year anniversary of the Date of Grant
(or on the last day of such month, if there is no corresponding
date), provided that the Participant continues to serve as a
Service Provider through such 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.
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PARTICIPANT
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MARVELL TECHNOLOGY
GROUP LTD.
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Signature
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By
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Print Name
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Title
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Address
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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 such withholding amounts are not delivered at the time of
exercise.
(b)
Code Section
409A .
Under Code Section 409A, an option that vests after December 31,
2004 that was granted with a per Share exercise price that is
d
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