MARVELL TECHNOLOGY GROUP LTD.
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
1. Purpose. This Plan is intended to attract and retain the best available individuals as Employees and Consultants
of the Company and its Subsidiaries, to provide additional incentives to those Employees and Consultants, and to
promote the success of the Company's business.
2. Defined Terms. The meanings of defined terms (generally, capitalized terms) in this Plan are provided in
Section 22 ("Glossary").
3. Shares Reserved. Subject to Section 14, a maximum aggregate of 29,500,000 Shares may be issued under
this Plan; provided however, that beginning the first business day of each fiscal year starting January 30, 2000 or
after, there shall be added to this Plan the lesser of an additional (i) 5,000,000 shares of Common Stock, (ii)
5.0% of the outstanding shares of capital stock on such date, or (iii) an amount determined by the Board. The
Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes
unexercisable for any reason, any unpurchased Optioned Stock shall be available for future issuance under this
Plan. Shares retained to satisfy tax withholding obligations do not reduce the number authorized for issuance.
(a) In General. This Plan shall be administered by the Board or a Committee appointed by the Board. Once
appointed, a Committee shall serve until otherwise directed by the Board. From time to time, the Board may
increase the size of the Committee and appoint additional members, remove members (with or without cause)
and appoint new members in their stead, fill vacancies however caused, and terminate the Committee and
thereafter directly administer this Plan.
(b) After Exchange Act Applies. After the Company becomes subject to the Exchange Act, the Board may
provide for administration of this Plan with respect to Employees who are also officers or directors of the
Company by a Committee constituted so as to permit this Plan to