MARVELL TECHNOLOGY GROUP LTD.
AMENDED & RESTATED 1995 STOCK OPTION PLAN
RESTRICTED STOCK AGREEMENT
SECTION 1. PAYMENT FOR SHARES.
No payment is required for the shares that you are receiving.
SECTION 2. GOVERNING PLAN.
The shares that you are receiving are granted pursuant and subject in all respects to the applicable
provisions of the Marvell Technology Group Ltd. Amended & Restated 1995 Stock Option Plan (the “Plan”),
which is incorporated herein by reference. Terms not otherwise defined in this Agreement have meanings
ascribed to them in the Plan.
SECTION 3. VESTING.
The shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock
No additional shares vest after your service as an Employee or a Consultant has terminated for any
SECTION 4. SHARES RESTRICTED.
Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise
dispose of Restricted Shares without the written consent of the Company, except as provided in the next
sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established
by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted
Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this
SECTION 5. FORFEITURE.
If your service terminates for any reason, then your shares will be forfeited to the extent that they have not
vested before the termination date and do not vest as a result of termination. This means that the Restricted
Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited.
The Company determines when your service terminates for this purpose.
SECTION 6. LEAVES OF ABSENCE, TRANSFER, CHANGE IN STATUS AND PART-TIME