EXHIBIT 10.1

[PROPOSED]

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 21 ("Glossary").

3. Shares Reserved. Subject to Section 14, a maximum aggregate of 13,750,000 Shares may be issued under this Plan; provided however, that beginning the first business day of each calendar year starting January 1, 2001 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 Shares shall be available for future issuance under this Plan. Shares retained to satisfy tax withholding obligations do not reduce the number authorized for issuance.

4. Administration.

(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 comply as a discretionary plan with Rule 16b-3 promulgated under the Exchange Act or any successor thereto. A Committee appointed under this Section 4(b) may be separate from any Committee appointed to administer this Plan with respect to Employees who are neither officers nor directors.

(c) Powers of the Administrator. Subject to the provisions of this Plan and in the case of a Committee, the specific duties delegated by the Board, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock;

(ii) to grant Options to such Consultants and Employees as it selects;

(iii) to determine the terms and conditions of each Option granted, including without limitation the number of Shares of Optioned Stock, the exercise price per share, and whether an Option is to be granted as an ISO or a NSO;

(iv) to approve forms of agreement for use under this Plan;

(v) to determine whether and under what circumstances to offer to buy out an Option for cash or Shares under Section 13;

(vi) to modify grants of Options to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies, or customs; and

(vii) to construe and interpret the terms of this Plan and Options granted pursuant to this Plan.

(d) Administrator's Decisions Binding. All decisions, determinations, and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options, and no member of the Administrator shall be liable for any such determination, decision, or interpretation made in good faith.

5. Eligibility.

(a) NSOs/ISOs. Nonstatutory Stock Options may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option may, if otherwise eligible, be granted additional Options.

(b) Limitations.

(i) If the Company or a successor issues any class of common equity securities required to be registered under Section 12 of the Exchange Act or if this Plan is assumed by a corporation that has a class of such securities, the following limitations shall apply to grants of Options to Employees:

(ii) No Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 1,000,000 Shares, adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. If an Option is granted but canceled in the same fiscal year, it shall nonetheless count against the

foregoing limit. Reduction of an Option's exercise price is treated as a cancellation of the Option and the grant of a new Option.

6. Term of Options. The term of each Option shall be determined by the Administrator at the time of grant but shall not exceed ten years. In the case of an ISO granted to an Optionee who, at the time of grant, owns stock representing more than ten percent of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the Option term shall not exceed five years.

7. Date of Grant. Unless otherwise determined by the Administrator, the date of grant of an Option shall be the date on which the Administrator completes the actions necessary to grant the Option. Notice of the grant shall be given to the Optionee within a reasonable time after the date of the grant.

8. Exercise Price and Form of Consideration.

(a) Price. The per-Share exercise price of an Option shall be determined by the Administrator at the time of grant, but:

(i) In the case of an ISO:

(A) granted to an Employee who, at the time of grant, owns stock representing more than ten percent of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per-Share exercise price shall be at least 110% of the Fair Market Value on the date of grant; or

(B) granted to any other Employee, the per-Share exercise price shall be at least the Fair Market Value on the date of grant.

(ii) In the case of a NSO:

(A) granted to an Employee who, at the time of grant, owns stock representing more than ten percent of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per-Share exercise price shall be at least the Fair Market Value on the date of grant; or

(B) granted to any other Employee, the per-Share exercise price shall be at least 85% of the Fair Market Value on the date of grant.

(b) Form of Payment. Payment for Shares upon exercise of an Option shall be made in any lawful consideration approved by the Administrator and may, without limitation, consist of (1) cash, (2) check, (3) other Shares that have a Fair Market Value on the date of payment equal to the aggregate exercise price of the Shares as to which

Option is exercised, (4) delivery by a broker or brokerage firm approved by the Administrator of a properly executed exercise notice together with payment of the exercise price and such other documentation as the Administrator shall require, or (5) any combination of the foregoing.

9. Exercise.

(a) Exercisability. Each Option shall be exercisable at such times and under such conditions as determined by the Administrator at the time of grant,.

(b) Vesting. Each Option and the corresponding Optioned Stock shall vest at such times and under such conditions as determined by the Administrator at the time of grant, and as are otherwise permissible under the terms of this Plan, including without limitation performance criteria with respect to the Company and/or the Optionee.

(c) Fractional Shares. An Option may not be exercised for a fraction of a Share.

(d) Manner of Exercise; Rights as a Shareholder. Unless otherwise allowed by the Administrator, an Option shall be exercised by delivery to the Company of all of the following: (i) written notice of exercise by the Optionee, in a form approved by the Administrator and in accordance with the terms of the Option, (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) payment (or provision for payment) of withholding taxes pursuant to Subsection (f), below. Delivery of any of the foregoing may be by electronic means approved by the Administrator. The Optionee shall be treated as a shareholder of the Company with respect to the purchased Shares upon completion of exercise of the Option.

(e) Optionee Representations. If Shares purchasable pursuant to the exercise of an Option have not been registered under the Securities Act of 1933, as amended, at the time the Option is exercised, the Optionee shall, if required by the Administrator, as a condition to exercise of all or any portion of the Option, deliver to the Company an investment representation statement in a form approved by the Administrator.

(e) Termination of Employment or Consulting Relationship. If an Optionee's Continuous Service terminates, the Optionee (or the Optionee's estate or heirs, if termination is due to death or the Optionee dies during the post-termination exercise period of the Option) may exercise the Option, (i) only within such period of time as is determined by the Administrator (but no later than the expiration date determined by the Administrator at the time of grant) and the Option shall terminate at the end of that period, and (ii) unless otherwise determined by the Administrator, only to the extent that the Optionee was entitled to exercise it at the date of termination.

(f) Tax Withholding. The Company's obligation to deliver Shares upon exercise of an Option is subject to payment (or provision for payment satisfactory to the

Administrator) by the Optionee of all federal, state, and local income and employment taxes that the Administrator determines in its discretion to be due as a result of the exercise of the Option or sale of the Shares.

10. Rule 16b-3. Except to the extent determined by the Administrator, Options granted to persons subject to Section 16(b) of the Exchange Act shall comply with Rule 16b-3 and shall contain such terms as may be required or desirable to qualify Plan transactions for the maximum exemption from Section 16 of the Exchange Act.

11. Non-Transferability of Options. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

12. Lockup Agreement. Grant and exercise of each Option are subject to the Optionee's agreement, upon the request of (and in form and substance satisfactory to) the Company or the underwriters managing an initial firmly underwritten public offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares or any derivative security (unless included in the registration of Shares offered) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of the registration as the Company or underwriters may specify.

13. Buyout of Options. The Administrator may at any time offer to buy out an Option for a payment in cash or Shares, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time of the offer.

14. Changes in Capitalization or Control.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Optioned Stock and the number of Shares that have been authorized for issuance under this Plan but as to which no Options have then been granted or that have been returned to this Plan upon cancellation or expiration of an Option, as well as the price per share of Optioned Stock, shall be proportionately adjusted for any change in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other change in the number of issued Shares effected without receipt of consideration by the Company (not counting Shares issued upon conversion of convertible securities of the Company as "effected without receipt of consideration"). Such adjustment shall be made by the Board and shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no consequent adjustment shall be made with respect to, the number or price of Shares subject to this Plan.

(b) Change in Control. The Administrator may, in its discretion, determine at any time from and after the grant of an Option the effect that a Change in Control shall have upon the Option; provided however, that a Change in Control shall not have the effect of impairing the rights of any Optionee under any then-outstanding Option without his or her prior written consent. Without limiting the foregoing sentence, the Administrator may determine that upon a Change in Control, an Option:

(i) shall become fully vested and exercisable either for a limited period following the Change in Control or for the remainder of the Option's term;

(ii) shall terminate upon or after a specified period following the Change in Control;

(iii) shall be cancelled in exchange for cash in the amount of the excess of the fair market value of the Optioned Shares over the exercise price upon termination; or

(iv) shall be treated as provided under a combination of clauses
(i) through (iii), or shall be so treated only if not adequately assumed (or substituted for) by a surviving or successor person or entity in the transactions or events that give rise to the Change in Control.

For purposes of this Section 14(b), the "Administrator" shall be the Administrator as constituted before the Change in Control occurs.

15. Amendments. The Board may at any time amend, alter, suspend, or discontinue this Plan, but no such action shall impair the rights of any Optionee under any then-outstanding Option without his or her prior written consent.

16. Securities Regulation Requirements.

(a) Compliance with Rule; Buy-out Offer. In general, Shares shall not be issued pursuant to the exercise of an Option unless the exercise of the Option and issuance of the Shares comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the requirements of any stock exchange upon which the Shares may then be listed, and the requirements of any regulatory body having jurisdiction. When the Company receives notice of exercise of an Option, if the Administrator believes in its discretion that the period before Shares may be issued will exceed 21 days, the Administrator shall (unless it determines that such an offer is itself prevented by the rules described in the preceding sentence) make an offer pursuant to
Section 12 to buy out the portion of the Option corresponding to the number of Shares whose issuance is thus prevented. The buy-out offer shall be valid for at least 21 days.

(b) Optionee Investment Representation. As a condition to the exercise of an Option, the Company may require the person exercising the Option to represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute the Shares if, in the opinion of counsel for the Company, such a representation is required by law.

17. Written Option Agreements. Options shall be evidenced by written agreements in a form the Administrator approves from time to time. The written agreement shall designate the Option as either an Incentive Stock Option or a Nonstatutory Stock Option. Delay in executing a written agreement shall not affect the date of grant of an Option; however, an Option may not be exercised until a written agreement has been executed by the Company and the Optionee.

18. Shareholder Approval. This Plan is subject to approval by the shareholders of the Company within 12 months after the Board adopts this Plan. Shareholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any stock exchange upon which the Common Stock is listed.

19. Information to Optionees. The Company shall provide to each Optionee copies of financial statements at least annually, at the same time and in the same form as it furnishes such information to its shareholders. The Company shall not be required to provide such statements to key employees whose duties assure their access to equivalent information.

20. No Employment Rights. This Plan does not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause.

21. Term of Plan. This Plan shall become effective upon the earlier to occur of adoption by the Board or approval by the shareholders of the Company, as described in Section 17. It shall continue in effect for a term of ten years unless sooner terminated under Section 14.

22. Glossary. The following definitions apply for purposes of this Plan:

(a) "Administrator" means the Board or a committee appointed by the Board under Section 4.

(b) "Board" means the Board of Directors of the Company.

(c) "Change in Control" means a change in ownership or control of the Company by any of:

(i) a merger or consolidation in which the holders of stock possessing a majority of the voting power in the surviving entity (or a parent of the surviving entity) did not own a majority of the Common Stock immediately before the transaction;

(ii) the sale of all or substantially all of the Company's assets to any other person or entity (other than a Subsidiary);

(iii) the liquidation or dissolution of the Company;

(iv) the direct or indirect acquisition by any person or related group of persons of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's shareholders that the Board does not recommend that the shareholders accept, or

(v) a change in composition of the Board over a period of 36 consecutive months such that a majority of the Board ceases, by reason of one or more contested elections for Board membership, to be composed of individuals who either (A) have been Board members continuously since the beginning of that period or (B) have been elected or nominated for election as Board members during that period by at least a majority of the Board members described in clause (A) who were in office when the Board approved the election or nomination.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Common Stock" means the Common Stock of the Company.

(f) "Company" means Marvell Technology Group Ltd., a Bermuda corporation.

(g) "Consultant" means any person, other than an Employee, who is engaged by the Company or any Parent or Subsidiary to perform consulting or advisory services.

(h) "Continuous Service" means that an Optionee's employment or consulting relationship with the Company or a Parent or Subsidiary is not interrupted or terminated. Continuous Service is not interrupted by (i) any leave of absence approved by the Company, (ii) transfers between locations of the Company or between the Company, a Parent, a Subsidiary, or any successor, or
(iii) changes in status from Employee to Consultant or Consultant to Employee.

(i) "Employee" means any person employed by the Company or any Parent or Subsidiary of the Company.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Fair Market Value" means, as of any date, the value of common Stock determined as follows:

(i) If the Common Stock is quoted on an established stock exchange or national market system, including without limitation the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, Fair Market Value shall be the closing sales price (or the closing bid, if no sales are reported) as quoted on that exchange or system for the day of the determination, as reported in The Wall Street Journal or an equivalent source, or if the determination date is not a trading day, then on the most recent preceding trading day;

(ii) If the Common Stock is quoted on NASDAQ (but not on the National Market System) or regularly quoted by a recognized securities dealer but selling prices are not reported, Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of the determination, or on the most recent preceding trading day if the determination date is not a trading day; or

(iii) In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Administrator.

(l) "Incentive Stock Option" or "ISO" means an Option intended to qualify as an "incentive stock option" within the meaning of, and to the extent otherwise permitted by, Section 422 of the Code.

(m) "Nonstatutory Stock Option" or "NSO" means an Option not intended to qualify as an ISO.

(n) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(o) "Option" means a stock option granted pursuant to this Plan.

(p) "Optioned Stock" means the Common Stock subject to an Option.

(q) "Optionee" means the Employee or Consultant who receives an Option and includes any person who owns all or any part of an Option, or who is entitled to exercise an Option, after the death or disability of an Optionee.

(r) "Parent" means a "parent corporation," present or future, as defined in Section 424(e) of the Code.

(s) "Plan" means this 1995 Marvell Technology Group Ltd. Stock Option Plan.

(t) "Share" means a share of the Common Stock, as adjusted in accordance with Section 13(a).

(u) "Subsidiary" means a "subsidiary corporation," present or future, as defined in Section 424(f) of the Code.

EXHIBIT 10.2

MARVELL TECHNOLOGY GROUP, LTD.

1997 DIRECTORS' STOCK OPTION PLAN

1. PURPOSES OF THE PLAN. The purposes of this Directors' Stock Option Plan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock options.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock of the Company.

(d) "Company" shall mean MARVELL TECHNOLOGY GROUP, LTD., a Bermuda corporation.

(e) "Continuous Status as a Director" shall mean the absence of any interruption or termination of service as a Director.

(f) "Director" shall mean a member of the Board.

(g) "Employee" shall mean any person, including any officer or director, employed by the Company or any Parent or Subsidiary of the Company who works at least twenty (20) hours a week for the Company. The payment of a director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company.

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(i) "Option" shall mean a stock option granted pursuant to the Plan. All options shall be nonstatutory stock options (i.e., options that are not intended to qualify as incentive stock options under
Section 422 of the Code).

(j) "Optioned Stock" shall mean the Common Stock subject to an Option.

(k) "Optionee" shall mean an Outside Director who receives an Option.

(l) "Outside Director" shall mean a Director who is not an Employee.

(m) "Parent" shall mean a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(n) "Plan" shall mean this 1997 Directors' Stock Option Plan.

(o) "Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.

(p) "Subsidiary" shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 150,000 Shares (the "Pool") of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. If Shares which were acquired upon exercise of an Option are subsequently repurchased by the Company, such Shares shall not in any event be returned to the Plan and shall not become available for future grant under the Plan.

4. ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

(a) ADMINISTRATOR. Except as otherwise required herein, the Plan shall be administered by the Board.

(b) PROCEDURE FOR GRANTS. All grants of Options hereunder shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions:

(i) No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to Outside Directors.

(ii) Each Outside Director shall be automatically granted an Option to purchase Shares (the "First Option") as follows: (A) with respect to persons who are Outside Directors on the effective date of this Plan, as determined in accordance with Section 6 hereof, 30,000 shares on such effective date, and (B) with respect to any other person, 30,000 shares on the date on which such person first becomes an Outside Director, whether through election by the shareholders of the Company or appointment by the Board of Directors to fill a vacancy. The First Option will vest over five years (twenty percent at the end of the first year and 1/60th for each month thereafter).

(iii) After the First Option has been granted to an Outside Director, such Outside Director shall thereafter be automatically granted an Option to purchase 6,000 Shares (a "Subsequent Option") on the date of each Annual Meeting of the Company's shareholders immediately following which such Outside Director is serving on the Board, provided that, on such date, he or she shall have served on the Board for at least six (6) months prior to the date of such Annual Meeting. The Subsequent Option will begin to vest from one month after the fourth

anniversary of the date of grant in the amount of 1/12th of the Subsequent Option for each month thereafter.

(iv) Notwithstanding the provisions of subsections (ii) and
(iii) hereof, in the event that a grant would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased upon exercise of Options to exceed to Pool, then each such automatic grant shall be for that number of Shares determined by dividing the total number of Shares remaining available for grant by the number of Outside Directors receiving an Option on such date on the automatic grant date. Any further grants shall then be deferred until such time, if any, as additional Shares become available for grant under the Plan through action of the shareholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder.

(v) Notwithstanding the provisions of subsections (ii) and
(iii) hereof, any grant of an Option made before the Company has obtained shareholder approval of the Plan in accordance with Section 17 hereof shall be conditioned upon obtaining such shareholder approval of the Plan in accordance with Section 17 hereof.

(vi) The terms of each First Option granted hereunder shall be as follows:

(1) the First Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in
Section 9 hereof;

(2) the exercise price per Share shall be 100% of the fair market value per Share on the date of grant of the First Option, determined in accordance with Section 8 hereof; and

(3) the First Option shall be exercisable cumulatively according to the vesting schedule set out in the Notice of Grant. Alternatively, at the election of the Optionee, it may be exercised in whole or in part at any time as to Shares which have not yet vested.

(vii) The terms of each Subsequent Option granted hereunder shall be as follows:

(1) the Subsequent Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in
Section 9 hereof;

(2) the exercise price per Share shall be 100% of the fair market value per Share on the date of grant of the Subsequent Option, determined in accordance with Section 8 hereof; and

(3) the Subsequent Option shall be exercisable cumulatively according to the vesting schedule set out in the Notice of Grant. Alternatively, at the election of the Optionee, if may be exercised in whole or in part at any time as to Shares which have not yet vested.

(c) POWERS OF THE BOARD. Subject to the provisions and restrictions of the Plan, the Board shall have the authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 8(b) of the Plan, the fair market value of the Common Stock; (ii) to determine the exercise price per share of Options to be granted, which exercise price shall be determined in accordance with Section 8(a) of the Plan; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted hereunder; and (vi) to make all other determinations deemed necessary or advisable for the administration of the Plan.

(d) EFFECT OF BOARD'S DECISION. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan.

(e) SUSPENSION OR TERMINATION OF OPTION. If the President or his or her designee reasonably believes that an Optionee has committed an act of misconduct, the President may suspend the Optionee's right to exercise any option pending a determination by the Board of Directors (excluding the Outside Director accused of such misconduct). If the Board of Directors (excluding the Outside Director accused of such misconduct) determines an Optionee has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Company, breach of fiduciary duty or deliberate disregard of the Company rules resulting in loss, damage or injury to the Company, or if an Optionee makes an unauthorized disclosure of any Company trade secret or confidential information, engages in any conduct constituting unfair competition, induces any Company customer to breach a contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relationship, neither the Optionee nor his or her estate shall be entitled to exercise any option whatsoever. In making such determination, the Board of Directors (excluding the Outside Director accused of such misconduct) shall act fairly and shall give the Optionee an opportunity to appear and present evidence on Optionee's behalf at a hearing before the Board or a committee of the Board.

5. ELIGIBILITY. Options may be granted only to Outside Directors. All Options shall be automatically granted in accordance with the terms set forth in Section 4(b) hereof. An Outside Director who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options in accordance with such provisions.

The Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate his or her directorship at any time.

6. TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective on the effectiveness of the registration statement under the Securities Act of 1933, as amended, relating to the Company's initial public offering of securities. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

7. TERM OF OPTIONS. The term of each Option shall be ten (10) years from the date of grant thereof.

8. EXERCISE PRICE AND CONSIDERATION.

(a) EXERCISE PRICE. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be 100% of the fair market value per Share on the date of grant of the Option.

(b) FAIR MARKET VALUE. The fair market value shall be determined by the Board; provided, however, that where there is a public market for the Common Stock, the fair market value per Share shall be the mean of the bid and asked prices of the Common Stock in the over-the-counter market on the date of grant, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") System") or, in the event the Common Stock is traded on the Nasdaq National Market or listed on a stock exchange, the fair market value per Share shall be the closing price on such system or exchange on the date of grant of the Option (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), as reported in The Wall Street Journal. With respect to any Options granted hereunder concurrently with the initial effectiveness of the Plan, the fair market value shall be determined by the Board.

(c) FORM OF CONSIDERATION. The consideration to be paid for the Shares to be issued upon exercise of an Option shall consist entirely of cash, check, other Shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised (which, if acquired from the Company, shall have been held for at least six months), or any combination of such methods of payment and/or any other consideration or method of payment as shall be permitted under applicable corporate law.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE: RIGHTS AS A SHAREHOLDER. Any Option granted hereunder shall be exercisable at such times as set forth in Section 4(b) hereof; provided, however, that no Options shall be exercisable prior to shareholder approval of the Plan in accordance with Section 17 hereof has been obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 8(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding

the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF STATUS AS A DIRECTOR. If an Outside Director ceases to serve as a Director, he or she may, but only within ninety (90) days after the date he or she ceases to be a Director of the Company, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that such Outside Director was not entitled to exercise an Option at the date of such termination, or does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate.

(c) DISABILITY OF OPTIONEE. Notwithstanding Section 9(b) above, in the event a Director is unable to continue his or her service as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within six
(6) months (or such other period of time not exceeding twelve (12) months as is determined by the Board) from the date of such termination, exercise his or her Option to the extent he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that he or she was not entitled to exercise the Option at the date of termination, or if he or she does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate.

(d) DEATH OF OPTIONEE. In the event of the death of an Optionee:

(i) During the term of the Option who is, at the time of his or her death, a Director of the Company and who shall have been in Continuous Status as a Director since the date of grant of the Option, the Option may be exercised, at any time within six (6) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as Director for six (6) months (or such lesser period of time as is determined by the Board) after the date of death. Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired.

(ii) Three (3) months after the termination of Continuous Status as a Director, the Option may be exercised, at any time within six (6) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of

termination. Notwithstanding the foregoing, in no event may the option be exercised after its term set forth in Section 7 has expired.

10. NONTRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order (as defined by the Code or the rules thereunder). The designation of a beneficiary by an Optionee does not constitute a transfer. An Option may be exercised during the lifetime of an Optionee only by the Optionee or a transferee permitted by this Section.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.

(a) ADJUSTMENT. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b) CORPORATE TRANSACTIONS. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, the Company shall give to the Eligible Director, at the time of adoption of the plan for liquidation, dissolution, sale, merger, consolidation or reorganization, either a reasonable time thereafter within which to exercise the Option, including Shares as to which the Option would not be otherwise exercisable, prior to the effectiveness of such liquidation, dissolution, sale, merger, consolidation or reorganization, at the end of which time the Option shall terminate, or the right to exercise the Option, including Shares as to which the Option would not be otherwise exercisable (or receive a substitute option with comparable terms), as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such liquidation, dissolution, sale, merger, consolidation or reorganization.

12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all purposes, be the date determined in accordance with Section 4(b) hereof. Notice of the determination shall

be given to each Outside Director to whom an Option is so granted within a reasonable time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable; provided that, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act (or any other applicable law or regulation), the Company shall obtain approval of the shareholders of the Company to Plan amendments to the extent and in the manner required by such law or regulation. Notwithstanding the foregoing, the provisions set forth in Section 4 of this Plan (and any other Sections of this Plan that affect the formula award terms required to be specified in this Plan by Rule 16b-3) shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination of the Plan that would impair the rights of any Optionee shall not affect Options already granted to such Optionee and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

15. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16. OPTION AGREEMENT. Options shall be evidenced by written agreements in such form as the Board shall approve.

17. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to approval by the shareholders of the Company at or prior to the first annual meeting of shareholders held subsequent to the granting of an Option hereunder. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirmative vote of the holders of a majority of the outstanding shares of the Company present or represented and entitled to vote thereon. If such shareholder approval is obtained by written consent, it may be obtained by the written consent of the holders of a majority of the outstanding shares of the Company. Options may be granted, but not exercised, before such shareholder approval.

MARVELL TECHNOLOGY GROUP LTD.

1997 DIRECTORS' STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANTS

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.

1. NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address

(OptioneeName)
(Address)
(City), (State) (ZipCode)

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows:

Grant Number                            (GrantNumber)
                                   -------------------------------

Date of Grant                           (DateOfGrant)
                                   -------------------------------

Vesting Commencement Date               (VestingCommenceDate)
                                   -------------------------------

Exercise Price Per Share                (ExercisePricePerShare)
                                   -------------------------------

Total Number of Shares Granted          (TotalNumberOfShares)
                                   -------------------------------

Total Exercise Price                    (TotalExercisePrice)
                                   -------------------------------

Type of Option:                    Nonstatutory Stock Option

Term/Expiration Date:                   (TermExpirationDate)
                                   -------------------------------

Vesting Schedule:

This Option may be exercised immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and/or be released from the

Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, in accordance with the following schedule.

For the First Options: Twenty percent (20%) of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and an additional one-sixtieth (1/60th) of the Shares subject to the Option shall vest at the end of each month thereafter, so that all of the Shares shall be vested five (5) years after the Vesting Commencement Date.

For the Subsequent Options: One-twelfth (1/12th) of the Shares subject to the Option shall vest one month after the fourth anniversary of the date of grant, and an additional one-twelfth (1/12th) of the Shares subject to the Option shall vest at the end of each month thereafter, so that all of the Shares shall be vested five (5) years after the Vesting Commencement Date.

Termination Period:

This Option may be exercised for 90 days after termination of Optionee's Continuous Status as an Outside Director, or such longer period as may be applicable upon death or Disability of Optionee's provided in the Plan, but in no event later than the Expiration Date as provided above.

By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 1997 Directors' Stock Option Plan and the Nonstatutory Stock Option Agreement, all of which are attached and made a part of this document.

OPTIONEE: MARVELL TECHNOLOGY GROUP, LTD

________________________________________ By: ___________________________________ Signature

________________________________________ Title: ________________________________ Print Name

EXHIBIT 10.3

MARVELL TECHNOLOGY GROUP LTD.

2000 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose.

This Plan is intended to allow Employees of the Company and its Designated Subsidiaries to purchase Common Stock through accumulated Payroll deductions.

2. Defined Terms.

The meanings of defined terms (generally, capitalized terms) in this Plan are provided in Section 23 ("Glossary").

3. Eligibility.

(a) Participation. Any person who is an Employee on an Offering Date shall be eligible to participate in this Plan during the corresponding Offering Period.

(b) No Participation by Five-Percent Stockholders. Notwithstanding
Section 3(a), an Employee shall not participate in this Plan during an Offering Period if immediately after the grant of a Purchase Right on the Offering Date, the Employee (or any other person whose stock would be attributed to the Employee under Section 424(d) of the Code) would own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary. For this purpose, an Employee is treated as owning stock that he or she could purchase by exercise of Purchase Rights or other options.

4. Offering Periods.

Except as otherwise determined by the Administrator:

(a) the first Offering Period under this Plan shall begin on the first business day before the effective date of a firmly underwritten initial public offering of Common Stock and shall end on the last trading day of January of the second succeeding calendar year;

(b) a new Offering Period shall begin on the first business day of each February and August while this Plan is in effect;

(c) the duration of each Offering Period (other than the first Offering Period) shall be 24 months (measured from the first business day of the first month to the last business day of the 24th month); and

(d) an Offering Period shall terminate on the first date that no Participant is enrolled in it.

5. Participation.

(a) An Employee may become a Participant in this Plan by completing a subscription agreement, in such form as the Administrator may approve from time to time, and delivering it to the Administrator by 1 p.m. Pacific time on the applicable Offering Date, unless another time for filing the subscription agreement is set by the Administrator for all Employees with respect to a given Offering Period. The subscription agreement shall authorize Payroll deductions pursuant to this Plan and shall have such other terms as the Administrator may specify from time to time.

(b) At the end of an Offering Period, each Participant in the Offering Period who remains an Employee shall be automatically enrolled in the next succeeding Offering Period (a "Re-enrollment") unless, in a manner and at a time specified by the Administrator, but in no event later than 1 p.m. Pacific time on the Offering Date of such succeeding Offering Period, the Participant notifies the Administrator in writing that the Participant does not wish to be re-enrolled. Re-enrollment shall be at the withholding percentage specified in the Participant's most recent subscription agreement. No Participant shall be automatically re-enrolled whose participation has terminated by operation of
Section 10.

(c) If the fair market value of the Common Stock on any Offering Date is less it was on the first day of a then-concurrent Offering Period, each Participant in the concurrent Offering Period shall automatically be withdrawn from such concurrent Offering Period and shall become a Participant in the commencing Offering Period. Participation shall be at the withholding percentage specified in the Participant's most recent (as of 1 p.m. Pacific time on the relevant Offering Date) subscription agreement. No Participant shall be automatically re-enrolled whose participation in this Plan has terminated by operation of Section 10.

6. Payroll Deductions.

(a) Payroll deductions under this Plan shall be in whole percentages, from a minimum of 1% up to a maximum (not to exceed 20%) established by the Administrator from time to time, as specified by the Participant in his or her subscription agreement in effect on the first day of an Offering Period. Payroll deductions for a Participant shall begin with the first payroll payment date of the Offering Period and shall end with the last payroll payment date of the Offering Period, unless sooner terminated by the Participant as provided in
Section 10.

(b) A Participant's Payroll deductions shall be credited to his or her account under this Plan. A Participant may not make any additional payments into his or her account.

(c) A Participant may reduce his or her Payroll deductions by any whole percentage (but not below 1%) at any time during an Offering Period, effective 15 days after the Participant files with the Administrator a new subscription agreement authorizing the change. A Participant may change his or her Payroll deductions during an Offering Period, effective the first business day after a Purchase Date, by delivering a new subscription agreement authorizing the change to the Administrator by 1 p.m. Pacific time on the effective date of the increase.

7. Purchase Rights.

(a) Grant of Purchase Rights. On the Offering Date of each Offering Period, the Participant shall be granted a Purchase Right to purchase during the Offering Period the number of shares of Common Stock determined by dividing (i) $25,000 multiplied by the number of (whole or part) calendar years in the Offering Period by (ii) the fair market value of a share of Common Stock on the Offering Date.

(b) Terms of Purchase Rights. Except as otherwise determined by the Administrator, each Purchase Right shall have the following terms:

(i) The per-share price of the shares subject to a Purchase Right shall be 85% of the lower of the fair market values of a share of Common Stock on (a) the Offering Date on which the Purchase Right was granted and (b) the Purchase Date. The fair market value of the Common Stock on a given date shall be the closing price as reported in the Wall Street Journal; provided, however, that if there is no public trading of the Common Stock on that date, then fair market value shall be determined by the Administrator in its discretion.

(ii) Payment for shares purchased by exercise of Purchase Rights shall be made only through Payroll deductions under Section 6.

(iii) Upon purchase or disposition of shares acquired by exercise of a Purchase Right, the Participant shall pay, or make provision satisfactory to the Administrator for payment of, all tax (and similar) withholdings that the Administrator determines, in its discretion, are required due to the acquisition or disposition, including without limitation any such withholding that the Administrator determines in its discretion is necessary to allow the Company and its Subsidiaries to claim tax deductions or other benefits in connection with the acquisition or disposition.

(iv) During his or her lifetime, a Participant's Purchase Right is exercisable only by the Participant.

(v) Purchase Rights will in all respects be subject to the terms and conditions of this Plan, as interpreted by the Administrator from time to time.

8. Purchase Dates; Purchase of Shares; Refund of Excess Cash.

(a) The Administrator shall establish one or more Purchase Dates for each Offering Period. Unless otherwise determined by the Administrator, the last trading day of each January and July in an Offering Period shall be a Purchase Date.

(b) Except as otherwise determined by the Administrator, and subject to subsection (c), below, each then-outstanding Purchase Right shall be exercised automatically on each Purchase Date, following addition to the Participant's account of that day's Payroll deductions, to purchase

the maximum number of full shares of Common Stock at the applicable price using the Participant's accumulated Payroll deductions.

(c) If on a Purchase Date the fair market value of the Common Stock is less than 75% of the fair market value of the Common Stock on the immediately preceding Purchase Date (whether or not such preceding Purchase Date is in the same Offering Period) (the "Benchmark Date"), then (except as otherwise determined by the Administrator):

(i) the maximum number of shares that a Participant may purchase on the Purchase Date shall be determined by multiplying the fair market value of the Common Stock on the Benchmark Date by 0.6375 and then dividing the Participant's accumulated Payroll deductions by the result;

(ii) a maximum number of shares established pursuant to the clause (i) shall remain the maximum number of shares purchasable by a Participant on any subsequent Purchase Date until the Purchase Date on which the fair market value of the Common Stock is at least 75% of the fair market value of the Common Stock on the Benchmark Date; and

(iii) notwithstanding the foregoing, during the initial Offering Period under this Plan, the Benchmark Date shall be date of the beginning such Offering Period.

(d) The shares purchased upon exercise of a Purchase Right shall be deemed to be transferred to the Participant on the Purchase Date.

9. Registration and Delivery of Share Certificates.

(a) Shares purchased by a Participant under this Plan will be registered in the name of the Participant, or in the name of the Participant and his or her spouse, or in the name of the Participant and joint tenant(s) (with right of survivorship), as designated by the Participant.

(b) As soon as administratively feasible after each Purchase Date, the Company shall deliver to the Participant a certificate representing the shares purchased upon exercise of a Purchase Right. If approved by the Administrator in its discretion, the Company may instead (i) deliver a certificate (or equivalent) to a broker for crediting to the Participant's account or (ii) make a notation in the Participant's favor of non-certificated shares on the Company's stock records.

10. Withdrawal; Termination of Employment.

(a) A Participant may withdraw all, but not less than all, the Payroll deductions credited to his account under this Plan before a Purchase Date by giving written notice to the Administrator, in a form the Administrator prescribes from time to time, at least 15 days before the Purchase Date. Payroll deductions will then cease as to the Participant, no purchase of shares

will be made for the Participant on the Purchase Date, and all Payroll deductions then credited to the Participant's account will be refunded promptly.

(b) Upon termination of a Participant's Continuous Employment for any reason, including retirement or death, all Payroll deductions credited to the Participant's account will be promptly refunded to the Participant or, in the case of death, to the person or persons entitled thereto under Section 14, and the Participant's Purchase Right will automatically terminate.

(c) A Participant's withdrawal from an offering will not affect the Participant's eligibility to participate in a succeeding offering or in any similar plan that may be adopted by the Company.

11. Use of Funds; No Interest.

Amounts withheld from Participants under this Plan shall constitute general funds of the Company, may be used for any corporate purpose, and need not be segregated from other funds. No interest shall accrue on a Participant's Payroll deductions.

12. Number of Shares Reserved.

(a) The following numbers of shares of Common Stock are reserved for issuance under this Plan, and such number may be issued at any time before termination of this Plan:

(i) Beginning the date of approval of this Plan by the stockholders of the Company, 1,000,000 shares of Common Stock; and

(ii) Beginning the first business day of each calendar year starting January 1, 2001 or after, the lesser of an additional (A) 500,000 shares of Common Stock, (B) 0.75% of the outstanding shares of capital stock on such date, or (C) an amount determined by the Board.

(b) If the total number of shares that would otherwise be subject to Purchase Rights granted on an Offering Date exceeds the number of shares then available under this Plan (after deduction of all shares for which Purchase Rights have been exercised or are then exercisable), the Administrator shall make a pro-rata allocation of the available shares in a manner that it determines to be as uniform and equitable as practicable. In such event, the Administrator shall give written notice of the reduction and allocation to each Participant.

(c) The Administrator may, in its discretion, transfer shares reserved for issuance under this Plan into a plan or plans of similar terms, as approved by the Board, providing for the purchase of shares of Common Stock to employees of Subsidiaries designated by the Board that do not (or do not thereafter) participate in this Plan. Such additional plans may, without limitation, provide for variances from the terms of this Plan to take into account special circumstances (such as foreign legal restrictions) affecting the employees of the designated Subsidiaries.

13. Administration.

This Plan shall be administered by the Board or by such directors, officers, and employees of the Company as the Board may select from time to time (the "Administrator"). All costs and expenses incurred in administering this Plan shall be paid by the Company, provided that any taxes applicable to an Employee's participation in this Plan may be charged to the Employee by the Company. The Administrator may make such rules and regulations as it deems necessary to administer this Plan and to interpret any provision of this Plan. Any determination, decision, or action of the Administrator in connection with the construction, interpretation, administration, or application of this Plan or any right granted under this Plan shall be final, conclusive, and binding upon all persons, and no member of the Administrator shall be liable for any such determination, decision, or action made in good faith.

14. Designation of Beneficiary.

(a) A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant's account under this Plan in the event of the Participant's death.

(b) A designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of a Participant, and in the absence of a beneficiary validly designated under this Plan who is living at the time of the Participant's death, the Administrator shall deliver such shares and/or cash to the executor or administrator of the Participant's estate, or if no such executor or administrator has been appointed (to the Administrator's knowledge), the Administrator, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant or, if no spouse, dependent, or relative is known to the Administrator, then to such other person as the Administrator may designate.

15. Transferability.

Neither Payroll deductions credited to a Participant's account nor any rights with regard to the exercise of a Purchase Right or to receive shares under this Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Administrator may treat such act as an election to withdraw funds in accordance with Section 10.

16. Reports.

Individual accounts will be maintained for each Participant in this Plan. Statements of account will be given to participating Employees promptly following each Purchase Date, setting forth the amounts of Payroll deductions, per-share purchase price, number of shares purchased, and remaining cash balance, if any.

17. Adjustments upon Changes in Capitalization.

(a) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each unexercised Purchase Right and the number of shares of Common Stock authorized for issuance under this Plan but not yet been placed under a Purchase Right (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each unexercised Purchase Right, shall be proportionately adjusted for any change in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any change in the number of shares of Common Stock effected without receipt of consideration by the Company (not counting shares issued upon conversion of convertible securities of the Company as "effected without receipt of consideration"). Such adjustment shall made by the Board and shall be final, binding, and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no consequent adjustment shall be made with respect to, the number or price of shares of Common Stock subject to a Purchase Right.

(b) In the event of the proposed dissolution or liquidation of the Company, the then-current Offering Period will terminate immediately before the consummation of the proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the Company's assets, or the merger of the Company with or into another corporation (if the Company's stockholders own less than 50% of the total outstanding voting power in the surviving entity or a parent of the surviving entity after the merger), each Purchase Right under this Plan shall be assumed or an equivalent purchase right shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation, unless the successor corporation does not agree to assume the Purchase Rights or to substitute equivalent purchase rights, in which case the Board may, in lieu of such assumption or substitution, accelerate the exercisability of Purchase Rights and allow Purchase Rights to be exercisable as to shares as to which they would not otherwise be exercisable, on terms and for a period that the Board determines in its discretion. To the extent that the Board accelerates exercisability of Purchase Rights as described above, it shall promptly so notify all Participants in writing.

(c) The Board may, in its discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding Purchase Right, if the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding Common Stock, or if the Company consolidates with or merges into any other corporation, in a transaction not otherwise covered by this Section 17.

18. Amendment or Termination.

(a) The Board may at any time terminate or amend this Plan. No amendment may be made without prior approval of the stockholders of the Company (obtained in the manner described in Section 20) if it would increase the number of shares that may be issued under this Plan.

(b) The Board may elect to terminate any or all outstanding Purchase Rights at any time, except to the extent that exercisability of such Purchase Rights has been accelerated pursuant to Section 17(b). If this Plan is terminated, the Board may also elect to terminate Purchase Rights upon completion of the purchase of shares on the next Purchase Date or to permit Purchase Rights to expire in accordance with their terms (with participation to continue through such expiration dates). If Purchase Rights are terminated before expiration, any funds contributed to this Plan that have not been used to purchase shares shall be refunded to Participants as soon as administratively feasible.

19. Notices.

All notices or other communications by a Participant to the Company or the Administrator under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Administrator at the location, or by the person, designated by the Administrator for that purpose.

20. Stockholder Approval.

This Plan shall be submitted to the stockholders of the Company for their approval within 12 months after the date this Plan is adopted by the Board.

21. Conditions upon Issuance of Shares.

(a) Shares shall not be issued with respect to a Purchase Right unless the exercise of such Purchase Right and the issuance and delivery of such shares pursuant thereto complies with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise of a Purchase Right, the Company may require the person exercising such Purchase Right to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

22. Term of Plan.

This Plan shall become effective upon the earlier of its adoption by the Board or its approval by the stockholders of the Company as described in Section
20. It shall continue in effect for a term of 20 years unless sooner terminated under Section 18.

23. Glossary. The following definitions apply for purposes of this Plan:

(a) "Administrator" means the Board or the persons appointed by the Board to administer this Plan pursuant to Section 13.

(b) "Board" means the Board of Directors of the Company.

(c) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Common Stock" means the Common Stock of the Company.

(e) "Company" means Marvell Technology Group Ltd., a Bermuda corporation.

(f) "Continuous Employment" means the absence of any interruption or termination of service as an Employee. Continuous Employment shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that either (i) the leave does not exceed 90 days or (ii) re-employment upon expiration of the leave is guaranteed by contract or statute.

(g) "Designated Subsidiaries" means the Subsidiaries that have been designated by the Board from time to time in its sole discretion to participate in this Plan.

(h) "Employee" means any person, including an officer, who is customarily employed for at least 20 hours per week and five months per year by the Company or one of its Designated Subsidiaries. Whether an individual qualifies as an Employee shall be determined by the Administrator, in its sole discretion, by reference to Section 3401(c) of the Code and the regulations promulgated thereunder; unless the Administrator makes a contrary determination, the Employees of the Company shall, for all purposes of this Plan, be those individuals who satisfy the customary employment criteria set forth above and are carried as employees by the Company or a Designated Subsidiary for regular payroll purposes.

(i) "Offering Date" means the first business day of an Offering Period.

(k) "Offering Period" means a period established by the Administrator pursuant to Section 4 during which Payroll deductions are accumulated from Participants and applied to the purchase of Common Stock.

(l) "Participant" means an Employee who has elected to participate in this Plan pursuant to Section 5.

(m) "Payroll" means all regular, straight-time gross earnings, exclusive of payments for overtime, shift premium, incentive compensation or payments, bonuses, and commissions.

(m) "Plan" means this Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan.

(n) "Purchase Date" means such business days during each Offering Period as may be established by the Administrator for the purchase of Common Stock pursuant to Section 8.

(o) "Purchase Right" means a right to purchase Common Stock granted pursuant to Section 7.

(p) "Subsidiary" means, from time to time, any corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary of the Company.

EXHIBIT 10.4

SUBLEASE
(645 Almanor, Sunnyvale)

THIS SUBLEASE ("Sublease"), dated October __, 1998 for reference purposes only, is entered into by and between NETSCAPE COMMUNICATIONS, INC., a Delaware corporation ("Netscape") and MARVELL SEMICONDUCTOR, INC. a California Corporation ("Subtenant").

RECITALS

A. Netscape leases certain premises consisting of an industrial building (the "Building") containing approximately 132,000 square feet located at 645 Almanor, Sunnyvale, California, pursuant to that certain Lease dated November 1, 1996 between The Prudential Insurance Company Of America as landlord (the "Master Landlord") and Netscape, as tenant (the "Master Lease"), as more particularly described therein (the "Premises"). Capitalized terms used but not defined herein have the same meanings as they have in the Master Lease. A copy of the Master Lease is attached hereto as EXHIBIT A.

B. Netscape desires to sublease a portion of the Premises to Subtenant, and Subtenant desires to sublease a portion of the Premises from Netscape on the terms and provisions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Netscape and Subtenant covenant and agree as follows:

AGREEMENT

1. SUBLEASED PREMISES. On and subject to the terms and conditions below, Netscape hereby leases to Subtenant, and Subtenant hereby leases from Netscape, approximately thirty-five thousand eight hundred forty two (35,842) rentable square feet of the Premises (the "Subleased Premises"). A description of the Subleased Premises is attached hereto as EXHIBIT B.

2. TERM. This Sublease shall commence on February 1, 1999 (the "Commencement Date"), provided Netscape has theretofore obtained the consent of Master Landlord, and shall expire February 15, 2002, unless sooner terminated pursuant to any provision hereof. Subtenant shall have the right to enter the Subleased Premises on January 1, 1999 to take reasonable preparatory measures for its occupancy of the Subleased Premises, including, without limitation, the installation of its trade fixtures, furnishings, and telephone and computer equipment. Such entry shall be subject to all of the terms and conditions of this Sublease, except that Subtenant shall not be required to pay any rent on account thereof.

3. POSSESSION. If for any reason Netscape cannot deliver possession of the Subleased Premises to Subtenant on the Commencement Date, Netscape shall not be subject to any liability therefor, nor shall such failure affect the validity of this Sublease or the obligations of Subtenant hereunder or extend the term hereof, provided that no rent shall be due hereunder until possession of the Subleased Premises has been delivered to Subtenant.

4. RENT.

(a) Subject to section 3 above, commencing on the Commencement Date and continuing throughout the term of this Sublease, Subtenant shall pay monthly rent ("Rent") to Netscape in the following amounts:
(i) Base Rent. Subtenant shall pay to Netscape monthly base rent ("Base Rent") in the following amounts:

Month                    Monthly Base Rent
-----                    -----------------
01-12                    $1.45/rentable square foot
13-24                    $1.50/rentable square foot
25-End of term           $1.55/rentable square foot

(ii) Additional Rent. In addition to Base Rent, Subtenant shall also pay to Netscape as additional rent ("Additional Rent") Subtenant's pro rata share ("Subtenant's Pro-Rata Share") of Building Operating Expenses (as defined below). Netscape and Subtenant hereby agree that Subtenant's Pro-Rata Share shall be the quotient derived by dividing the number of rentable square feet of the Subleased Premises by 132,000. To the extent that Netscape notifies Subtenant that any items constituting Additional Rent are due and payable under the Master Lease on a monthly basis, such Additional Rent shall be paid by Subtenant to Netscape as and when Basic Rent is paid. To the extent that such items constituting Additional Rent are billed from time to time to Netscape by Master Landlord, such Additional Rent shall be paid by Subtenant to Netscape within seven (7) business days after Subtenant's receipt from Netscape of an invoice therefor.

(b) "Building Operating Expenses" are defined, for purposes of this Sublease, as all actual costs and expenses paid or incurred by Netscape in connection with its management, operation, maintenance and repair of the Premises, including, without limitation: (i) the cost of electricity, natural gas, water, telephone, waste disposal and all other utilities, (ii) the cost of maintenance and repairs and all labor and material costs related thereto, including, without limitation, maintenance and repair of building systems, fire detection and sprinkler systems, building signs and directories, roof, common areas (including, without limitation, parking areas, loading and unloading areas, trash areas, striping, bumpers, irrigation systems, lighting facilities, elevators, fences and gates) and the cost of general maintenance, cleaning and service contracts and the cost of all supplies, tools and equipment required in connection therewith, (iii) the cost incurred by Netscape for license, permit and inspection fees for the Premises, (iv) wages, salaries, payroll taxes and other labor costs and employee benefits, (v) management fees (which shall not exceed management fees charged for similar facilities in the area and in any event, shall not exceed 5% of all other Building Operating Expenses), (vi) reasonable fees, charges and other costs of all independent contractors engaged by Netscape in connection with such management or repairs, (vii) reasonable accounting and legal expenses, (viii) janitorial and security systems, (ix) all Operating Expenses (as that term is used in the Master Lease) payable by Netscape to Master Landlord pursuant to the Master Lease, and (x) any other expenses of any kind whatsoever reasonably incurred in connection with the management, operation, maintenance and repair of the Building.

(i) Audit Rights: Subtenant shall have the right to audit at Netscape's local offices, at Subtenant's expense, Netscape's accounts and records relating to Building Operating Expenses. Such audit shall be conducted by a certified public accountant approved by Netscape, which approval shall not be unreasonably withheld. If such audit reveals that Netscape has overcharged Subtenant, the amount overcharged shall be paid to Subtenant within 30 days after the audit is concluded.

(c) Payment of Rent. If the Commencement Date does not fall on the first day of a calendar month, Rent for the first month shall be prorated on a daily basis based upon a calendar month. Rent shall be payable to Netscape in lawful money of the United States, in advance, without prior notice, demand, or offset, on or before the first day of each calendar month during the term hereof. All Rent shall be paid to Netscape at the address specified for notices to Netscape in Section 16, below.

(d) Subtenant recognizes that late payment of any Rent will result in administrative expenses to Netscape, the extent of which additional expenses are extremely difficult and economically impractical to ascertain. Subtenant therefore agrees that if any Rent shall remain unpaid five (5) days after such amounts are due, the amount of such Rent shall be increased by a late charge to be paid to Netscape by Subtenant in an amount equal to the greater of five hundred dollars ($500.00) or ten percent (10%) of the amount of the delinquent Rent.

(e) Upon execution of this Sublease, Subtenant shall deliver to Netscape the sum of fifty-two thousand two hundred and 00/100 dollars ($52,200.00), representing the first month's Base Rent.

5. SECURITY DEPOSIT. Upon execution of this Sublease, Subtenant shall deposit with Netscape the sum of one hundred twenty-five thousand and 00/100 dollars ($125,000.00) as a security deposit ("Security Deposit"). If Subtenant fails to pay Rent or other charges when due under this Sublease, or fails to perform any of its other obligations hereunder, Netscape may use or apply all or any portion of the Security Deposit for the payment of any Rent or other amount then due hereunder and unpaid, for the payment of any other sum for which Netscape may become obligated by reason of Subtenant's default or breach, or for any loss or damage sustained by Netscape as a result of Subtenant's default or breach. If Netscape so uses any portion of the Security Deposit, Subtenant shall restore the Security Deposit to the full amount originally deposited within ten
(10) days after Netscape's written demand. Netscape shall not be required to keep the Security Deposit separate from its general accounts, and shall have no obligation or liability for payment of interest on the Security Deposit. The Security Deposit, or so much thereof as had not theretofore been applied by Netscape, shall be returned to Subtenant within thirty (30) days of the expiration or earlier termination of this Sublease, provided Subtenant has vacated the Subleased Premises.

6. CONDITION OF SUBLEASED PREMISES. Except as otherwise provided in
Section 7 hereof, Subtenant has used due diligence in inspecting the Subleased Premises and agrees to accept the Subleased Premises in "as-is" condition and with all faults as of the date of Subtenant's execution of this Sublease, without any representation or warranty of any kind or nature whatsoever, or any obligation on the part of Netscape to modify, improve or otherwise prepare the Subleased Premises for Subtenant's occupancy, and by entry hereunder, Subtenant

accepts the Subleased Premises in their present condition and without representation or warranty of any kind by Netscape. Subtenant hereby expressly waives the provisions of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and all rights to make repairs at the expense of Netscape as provided in Section 1942 of said Civil Code.

7. CONDITION OF THE SUBLEASED PREMISES UPON COMMENCEMENT. Netscape will deliver the Subleased Premises in broom clean condition with all building systems in good working order and repair.

8. USE. Subtenant may use the Subleased Premises only for the purposes as allowed in the Master Lease, and for no other purpose. Subtenant shall not use or permit the use of the Subleased Premises in a manner that will create waste or a nuisance, interfere with or disturb other tenants in the Building or violate the provisions of the Master Lease. Subtenant shall promptly comply with all applicable statutes, ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during the term of this Sublease governing, affecting and regulating Subtenant's specific use of the Subleased Premises, or that are triggered by any improvements or alterations done by, or at the direction of, Subtenant.

9. ALTERATIONS.

(a) Subtenant shall not make any alterations to the Subleased Premises without the express written consent of Netscape and the Master Landlord, which shall not be unreasonably withheld, and shall otherwise comply with the Alterations section of the Master Lease as incorporated herein.

(b) Subject to the foregoing, Subtenant shall at its sole cost and expense separately demise the Subleased Premises.

10. ASSIGNMENT AND SUBLETTING. Subtenant may not assign, sublet, transfer, pledge, hypothecate or otherwise encumber the Subleased Premises, in whole or in part, or permit the use or occupancy of the Subleased Premises by anyone other than Subtenant, unless Subtenant has obtained Netscape's consent thereto (which shall not be unreasonably withheld) and the consent of Master Landlord. Regardless of Netscape's consent, no subletting or assignment shall release Subtenant of its obligations hereunder. Any rent or other consideration payable to Subtenant pursuant to any sublease or assignment permitted by this paragraph which is in excess of the Rent payable to Netscape pursuant hereto as offset by Subtenant's reasonable subleasing costs ("Sublease Bonus Rent") shall be divided equally between Netscape and Subtenant.

11. INCORPORATION OF SUBLEASE.

(a) All of the terms and provisions of the Master Lease, except as provided in subsection (b) below, are incorporated into and made a part of this Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, Netscape being substituted for the "Landlord" in the Master Lease, and Subtenant being substituted for the "Tenant" in the Master Lease. It is further understood that where reference is made in the Master Lease to the "Premises," the same shall mean the Subleased Premises as defined herein; where reference is made to the "Commencement

Date," the same shall mean the Commencement Date as defined herein; and where reference is made to the "Lease," the same shall mean this Sublease.

(b) The following Sections of the Master Lease are not incorporated herein: Basic Lease Information (except "Use"), 1, 2, 3, 4, 5, 6, 7, 9(a), the first three sentences of 9(b), 10(b), 13(c), 23(c), 24, 26, 28, 30, 37 and 40; Exhibits B-1, B-2, C, C-1 and E.

(c) Subtenant hereby assumes and agrees to perform for Netscape's benefit, during the term of this Sublease, all of Netscape's obligations with respect to the Subleased Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Except as otherwise provided herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease.

12. INSURANCE. Subtenant shall be responsible for compliance with the insurance provisions of the Master Lease with respect to the Subleased Premises. Such insurance shall insure the performance by Subtenant of its indemnification obligations hereunder and shall name Master Landlord and Netscape as additional insureds. All insurance required under this Sublease shall contain an endorsement requiring thirty (30) days written notice from the insurance company to Subtenant and Netscape before cancellation or change in the coverage, insureds or amount of any policy. Subtenant shall provide Netscape with certificates of insurance evidencing such coverage prior to the commencement of this Sublease.

13. UTILITIES. Subject to reimbursement pursuant to Section 4(a)(ii) of this Sublease, Netscape shall provide the Subleased Premises with commercially reasonable amounts of water, electricity and janitorial service. Netscape reserves the right to install a separate meter to measure the consumption of any utility supplied by Netscape. If it is reasonably determined that Subtenant has been using more than a commercially reasonable amount of any utility supplied by Netscape, then such installation shall be at the sole cost to Subtenant. Subtenant shall separately contract with the appropriate utility for any services desired by Subtenant and not provided by Netscape.

14. SIGNAGE. Subject to approval by Master Landlord, which Netscape shall use commercially reasonable efforts to obtain, Netscape shall cause to be installed, at its own cost and expense, monument and door signage for the Subtenant.

15. DEFAULT. In addition to defaults contained in the Master Lease, failure of Subtenant to make any payment of Rent when due hereunder shall constitute an event of default hereunder.

16. NOTICES. The addresses specified in the Master Lease for receipt of notices to each of the parties are deleted and replaced with the following:

TO NETSCAPE AT:   NETSCAPE COMMUNICATIONS, INC.
                  501 East Middlefield Road
                  Mountain View, California 94043
                  Attn: Director of Real Estate

WITH COPY TO:            COOLEY GODWARD LLP
                         5 Palo Alto Square
                         3000 El Camino Real
                         Palo Alto, CA 94306
                         Attn: Toni P. Wise

TO SUBTENANT AT:         MARVELL SEMICONDUCTOR, INC.
                         645 Almanor Ave.
                         Sunnyvale, CA 94086
                         Attn: The Vice President of Finance

AFTER COMMENCEMENT
DATE:                    At the Subleased Premises

17. NETSCAPE'S OBLIGATIONS.

(a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Premises or Building is the responsibility of Master Landlord (collectively "Master Landlord Obligations"), upon Subtenant's request, Netscape shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, provided, however, that in no event shall Netscape be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, including but not limited to the structural portions of the roof and building, will in fact be furnished by Master Landlord and not by Netscape, except to the extent otherwise provided in the Master Lease. In addition, Netscape shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Building or Subleased Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. With respect to any maintenance or repair to be performed by Master Landlord respecting the Subleased Premises, the parties expressly agree that Subtenant shall have the right to contact Master Landlord directly to cause it to so perform.

(b) Except as otherwise provided herein, Netscape shall have no other obligations to Subtenant with respect to the Subleased Premises or the performance of the Master Landlord Obligations.

18. EARLY TERMINATION OF SUBLEASE. If for any reason, the Master Lease should terminate prior to the expiration of this Sublease, Netscape shall have no liability to Subtenant on account of such termination. To the extent that the Master Lease grants Netscape any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Netscape shall be entitled to exercise or not exercise such right in its complete and absolute discretion.

19. CONSENT OF MASTER LANDLORD AND NETSCAPE. If Subtenant desires to take any action which requires the consent or approval of Netscape pursuant to the terms of this Sublease, prior to taking such action, including, without limitation, making any alterations, then,

notwithstanding anything to the contrary herein, (a) Netscape shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease, and (b) Subtenant shall not take any such action until it obtains the consent of Netscape and Master Landlord, as may be required under this Sublease or the Master Lease. This Sublease shall not be effective unless and until any required written consent of the Master Landlord shall have been obtained.

20. INDEMNITY. Subtenant shall indemnify, defend, protect, and hold Netscape and Master Landlord harmless from and against all actions, claims, demands, costs liabilities, losses, reasonable attorneys' fees, damages, penalties, and expenses (collectively "Claims") which may be brought or made against Netscape or which Netscape may pay or incur to the extent caused by (i) a breach of this Sublease by Subtenant, (ii) any violation of law by Subtenant or its employees, agents, contractors or invitees (collectively, "Agents") relating to the use or occupancy of the Subleased Premises, (iii) any act or omission by Subtenant or its Agents resulting in contamination of any part or all of the Subleased Premises by Hazardous Materials, or (iv) the negligence or willful misconduct of Subtenant or its Agents.

Netscape shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims, demands, cost liabilities, losses, reasonable attorneys' fees, damages, penalties, and expenses (collectively, "Claims") which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (i) a breach of this Sublease by Netscape, or (ii) the gross negligence or willful misconduct of Netscape or its Agents.

21. RIGHT OF FIRST REFUSAL. In the event that space on the second floor of the building becomes available for lease (the "Available Space"), Netscape shall give Subtenant written notice of such availability, identifying the same and specifying the basic terms and conditions on which Netscape proposes to lease the Available Space (the "Availability Notice"). Subtenant shall have three (3) business days after its receipt of the Availability Notice in which Subtenant may either give Netscape written notice of Subtenant's acceptance of the Available Space on the terms and conditions specified in the Availability Notice (the "Acceptance Notice") or written notice of a counteroffer by Subtenant for the lease of the Available Space (the "Counter Notice").

Prior to giving the Availability Notice to Subtenant and for three (3) business days thereafter, Netscape shall not enter into any agreement for the Available Space with any other person. If during such three (3) business day period Subtenant gives Netscape an Acceptance Notice, Netscape and Subtenant shall then promptly enter into a lease for the Available Space on the terms and conditions specified in the Availability Notice (and otherwise on the terms and conditions contained in this Sublease). If during such three (3) business day period Subtenant gives Netscape a Counteroffer Notice, Netscape shall then give Subtenant written notice either accepting such counteroffer (in which event, Netscape and Subtenant shall promptly enter into a lease for the Available Space of the terms and conditions specified in the Counteroffer Notice and otherwise on the terms and conditions set forth in this Lease) or rejecting such counteroffer.

After the expiration of such three (3) business day period, if Subtenant has not given Netscape a timely Acceptance Notice or a timely Counteroffer Notice, then Netscape shall be free to enter into a lease for the use of the Available Space to any other person or entity on any terms and conditions. After the expiration of such three (3) business day period, if Subtenant has

given Netscape a timely Counteroffer Notice which Netscape has rejected, Netscape shall be free to enter into an lease for the use of the Available Space to any other person or entity on any terms and conditions; provided, however, that Netscape shall not enter into a lease for the use of the Available Space with any other person or entity on basic terms materially less favorable to Netscape than those set forth in the Counteroffer Notice (or, if more than one Counteroffer Notice was timely given, then in the last such Counteroffer Notice) without giving Subtenant at least three (3) business days prior written notice of such proposed lease and the opportunity (during such three (3) business day period by delivery of written notice to Netscape) to agree to lease the Available Space on the same terms and conditions as those of such proposed lease.

22. BROKERS. Netscape and Subtenant each represent and warrant that they have dealt with no broker in connection with this Sublease and the transactions contemplated herein, except Cornish & Carey Commercial/ONCOR International and CPS Commercial respectively. Each party shall indemnify, protect, defend and hold the other party harmless from all costs and expenses (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty.

23. NO THIRD PARTY RIGHTS. The benefit of the provisions of this Sublease is expressly limited to Netscape and Subtenant and their respective permitted successors and assigns. Under no circumstances will any third party be construed to have any rights as a third party beneficiary with respect to any of said provisions.

24. COUNTERPARTS. This Sublease may be signed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement.

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first written above.

NETSCAPE:                               SUBTENANT:

NETSCAPE COMMUNICATIONS, INC.,          MARVELL SEMICONDUCTOR, INC.,
a Delaware corporation                  a California Corporation


By: Ed Axelsen                          By: Gordon M. Steel
    -------------------------------         ------------------------------------

Sig: /s/ ED AXELSEN                     Sig: /s/ GORDON M. STEEL
     ------------------------------          -----------------------------------

Its: Director of Real Estate and        Its: Vice President of Finance, CF
     Facilities
     ------------------------------          -----------------------------------

By:                                     By:
    -------------------------------         ------------------------------------

Sig:                                    Sig:
     ------------------------------          -----------------------------------

Its:                                    Its:
     ------------------------------          -----------------------------------

EXHIBIT A

MASTER LEASE

LEASE

BETWEEN

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
A NEW JERSEY CORPORATION

AND

NETSCAPE COMMUNICATIONS CORPORATION
A DELAWARE CORPORATION

FOR THE PREMISES LOCATED AT

645 ALMANOR AVENUE
SUNNYVALE, CALIFORNIA 94086

DATED: NOVEMBER 1, 1996

DATE:               November 1, 1998

LANDLORD:           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
                     corporation

TENANT:             NETSCAPE COMMUNICATIONS CORPORATION, a Delaware corporation

PREMISES:           BUILDING ADDRESS: 645 Almanor Avenue
                                      Sunnyvale, CA 94086

USE:                Office, research and development, light manufacturing and
                    distribution not involving Hazardous Substances

TERM:               Commencing on Commencement Date as defined in Section 2(a)
                    and expiring sixty (60) months after Base Rent Commencement
                    Date

ESTIMATED
COMMENCEMENT DATE:  November 3, 1998

Months                    Base Rent
------              ---------------------
(measured from Base Rent Commencement Date
as defined in Section 4)
  1-36              $ 97,500.00 per month
 37-60              $109,200.00 per month

ADVANCE RENT:       $97,500

TENANT'S
PERCENTAGE SHARE:   100%

SECURITY DEPOSIT:   NONE

BROKERS:            Landlord's Broker:  Cornish & Carey Commercial

                    Tenant's Broker:    BT Commercial Real Estate

CONTRACT MANAGER:   Voit Management Company, L.P.

ADDRESS FOR
NOTICES:            LANDLORD:           The Prudential Insurance Company
                                        of America
                                        Four Embarcadero Center, Suite 2700
                                        San Francisco, CA 94111-4180

                    CONTRACT MANAGER:   With a copy to:
                                        Voit Management Company, LP.
                                        1111 Broadway, Suite 1510
                                        Oakland, CA 94607

                    TENANT:             Netscape Communications Corporation
                                        645 Almanor Avenue
                                        Sunnyvale, CA 94086

                                        With a copy to:
                                        Legal Department
                                        Netscape Communications Corp.
                                        501 East Middlefield Road
                                        Mountain View, CA 94043

EXHIBITS AND ADDENDUM:   Exhibit A - Site Plan of Premises
                         Exhibit B-1 - Commencement Date Memorandum
                         Exhibit B-2 - Base Rent Commencement Date Memorandum
                         Exhibit C - ADA and HVAC Improvements
                         Exhibit D - Rules and Regulations
                         Exhibit E - Environmental Reports



                           INITIALS: /s/[SIGNATURE ILLEGIBLE]    /s/PKC
                                     ------------------------    --------------
                                     Landlord                    Tenant

TABLE OF CONTENTS

                                                                            Page
1.   Premises..............................................................    1
2.   Term..................................................................    1
3.   Rent..................................................................    1
4.   Base Rent.............................................................    1
5.   Operating Expenses....................................................    1
6.   Proration of Rent.....................................................    4
7.   Tenant Improvements...................................................    4
8.   Uses of Premises......................................................    4
9.   Alterations...........................................................    7
10.  Repairs...............................................................    8
11.  Damage or Destruction.................................................    8
12.  Eminent Domain........................................................    9
13.  Indemnity and Insurance...............................................    9
14.  Assignment and Subletting.............................................   10
15.  Default...............................................................   11
16.  Landlord's Right to Perform Tenant's Covenants........................   12
17.  [Intentionally Omitted]...............................................   12
18.  Surrender of Premises.................................................   12
19.  Holding Over..........................................................   12
20.  Access to Premises....................................................   12
21.  Signs.................................................................   13
22.  Waiver of Subrogation.................................................   13
23.  Subordination.........................................................   13
24.  Transfer of the Property..............................................   13
25.  Estoppel Certificates.................................................   13
26.  Mortgagee Protection..................................................   14
27.  Attorneys' Fees.......................................................   14
28.  Brokers...............................................................   14
29.  Parking...............................................................   14
30.  Utilities and Services................................................   14
31.  Modification for Lender...............................................   14
32.  Acceptance............................................................   14
33.  Use of Names..........................................................   14
34.  Recording.............................................................   14
35.  Quitclaim.............................................................   14
36.  Notices...............................................................   14
37.  Landlord's Exculpation................................................   15
38.  Additional Structures.................................................   15
39.  General...............................................................   16
40.  Option to Extend......................................................   18

THIS LEASE, which is effective as of the date set forth in the Basic Lease information, is entered into by Landlord and Tenant, as set forth in the Basic Lease Information. Terms which are capitalized in this Lease and not expressly defined herein shall have the meanings set forth in the Basic Lease Information.

1. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord, the Premises described in the Basic Lease Information (as shown in Exhibit A), together with all improvements located thereon.

2. TERM.

(a) Lease Term. The Term of this Lease shall commence on the later of November 3, 1998 or the date Landlord tenders possession of the Premises to Tenant (the "Commencement Date") and, unless terminated on an earlier date in accordance with the terms of this Lease, shall expire on the date which is the date before the fifth anniversary of the Base Rent Commencement Date (the "Expiration Date"), as defined in Section 4 ("Term").

(b) Premises Not Delivered. If, for any reason, Landlord cannot deliver possession of the Premises to Tenant by the Estimated Commencement Date (as set forth in the Basic Lease Information), (i) the Term shall not commence until the Commencement Date; (ii) the failure shall not affect the validity of this Lease, or the obligations of Tenant under this Lease; and
(iii) Landlord shall not be subject to any liability.

(c) Drop Deed Date. Notwithstanding anything to the contrary contained herein, if Landlord has not delivered the Premises to Tenant on or before January 1, 1997, Tenant shall have the right as its exclusive remedy thereafter to cancel this Lease, and upon such cancellation, Landlord shall return all sums theretofore deposited by Tenant with Landlord, and neither party shall have further liability to the other.

(d) Commencement Date Memorandum. When the Commencement Date is determined, the parties shall execute a Commencement Date Memorandum, in the form attached hereto as Exhibit B-1, setting forth the Commencement Date.

3. RENT. As used in this Lease, the term "Rent" shall include: (i) the Base Rent; (ii) Tenant's Percentage Share of the Operating Expenses paid or incurred by Landlord during the calendar year; and (iii) all other amounts which Tenant is obligated to pay under the terms of this Lease. All amounts of money payable by Tenant to Landlord shall be paid without prior notice or demand, deduction or offset. This Lease is intended to be a triple net lease, with all costs, expenses and charges (including the Operating Expenses) paid by Tenant. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any trust deed covering the Premises. Accordingly, if any installment of Rent or any other sums due from Tenant shall not be received by Landlord when due, Tenant shall pay to Landlord a late charge equal to six percent (6%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. In addition, any amount which is not paid when due shall bear interest from the date due until the date paid at the rate ("Interest Rate") which is the lesser of fifteen percent (15%) per annum or the maximum rate permitted by law.

4. BASE RENT. Tenant shall pay Base Rent to Contract Manager (or other entity designated by Landlord), in advance, on the first day of each calendar month of the Term commencing as of the Base Rent Commencement Date, at Contract Manager's address for notices (as set forth in the Basic Lease Information) or at such other address as Landlord may designate. The Base Rent shall be the amount set forth in the Basic Lease Information. As used herein, the term "Base Rent Commencement Date" shall mean the date which is the earlier of (a) ninety days after the Commencement Date, or (b) the date that Tenant commences business operations on the Premises. When the Base Rent Commencement Date is determined, the parties shall execute a Base Rent Commencement Date Memorandum, in the form attached hereto as Exhibit B-2, setting forth the Base Rent Commencement Date and the expiration date ("Expiration Date") of this Lease.

5. OPERATING EXPENSES.

(a) Operating Expenses as Portion of Rent. Tenant shall pay as additional Rent Tenant's Percentage Share of the Operating Expenses paid or incurred by Landlord during the calendar year.

(b) Definition of Operating Expenses. The term "Operating Expenses" shall mean (i) all of Landlord's direct costs and expenses of operation, repair and maintenance of the Premises, as determined by Landlord

in accordance with generally accepted accounting principles or other recognized accounting principles consistently applied; (ii) a reasonably amortized portion of the costs of any capital improvements made to the Premises by Landlord which comprise labor-saving devices or other equipment intended to improve the operating efficiency of any system within the Premises (such as an energy management computer system) to the extent of cost savings in Operating Expenses as a result of the device or equipment, as reasonably determined by Landlord; and (iii) costs allocable to the Premises of any capital improvements made to the Premises by Landlord that are required under any governmental law or regulation that was not applicable to the Premises at the time they were constructed, and/or that are reasonably required for the health and safety of tenants in the Premises, and/or are installed to repair or replace property located in the Premises as of the Commencement Date, the costs to be amortized over such reasonable period as Landlord shall reasonably determine together with interest on the unamortized balance at the Interest Rate or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing the capital improvements. The term "Operating Expense" shall include the cost of all insurance which Landlord and Landlord's lender reasonably deems necessary for the Premises; a reasonable management fee; dues imposed by any property owner's association ("Association"); and the Real Property Taxes (as defined in subsection 5(f)). If Landlord elects to self-insure or includes the Premises under blanket insurance policies covering multiple properties, then the term "Operating Expenses" shall include the portion of the cost of such self-insurance or blanket insurance allocated by Landlord to this Premises. The definition of Operating Expenses shall not be deemed to impose any obligations on Landlord to perform any obligations under this Lease. Landlord's sole obligations regarding maintenance, repair or otherwise related to the condition of the Premises are specified in Section 7 and subsection 10(b) of the Lease.

(c) Exclusions from Operating Expenses: The term "Operating Expenses" shall not include (i) Leasing commissions, attorneys' fees, costs, disbursements, and other expenses incurred in connection with negotiations or disputes with tenants, or in connection with leasing, renovating, or improving space for tenants; (ii) the cost of any service sold to Tenant for which Landlord is reimbursed as an additional charge or rental over and above the basic rent and escalations payable under this Lease; (iii) any depreciation on the Premises;
(iv) increases in costs incurred due to Landlord's default of any terms or conditions of this Lease (beyond applicable notice and cure periods); (v) overhead profit increments paid to Landlord's subsidiaries or affiliates for management or other services on or to the building or for supplies or other materials to the extent that the cost of the services, supplies, or materials exceeds the cost that would have been paid had the services, supplies or materials been provided by unaffiliated unionized parties on a competitive basis; (vi) all interest, loan fees, and other carrying costs related to any mortgage or deed of trust and all rental and other amounts payable due under any ground or underlying lease; (vii) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord on the Premises;
(viii) advertising and promotional expenditures; (ix) costs of repairs and other work occasioned by fire, windstorm, or other casualty to the extent insured by Landlord; provided, however, reasonable deductibles under any such policy may be included in Operating Expenses; (x) any fines, or penalties incurred due to violations by Landlord of any governmental rule or authority, which is not the responsibility of Tenant under the Lease, or costs due to Landlord's gross negligence or willful misconduct; (xi) management costs to the extent they exceed 5% of Base Rent plus other Operating Expenses; (xii) costs for sculpture, paintings, or other objects of art (nor insurance paid thereon or extraordinary security in connection therewith); (xiii) wages, salaries, or other compensation paid to any executive employes above the grade of building manager; (ix) the cost of correcting any building code or other violations which were violations prior to the Commencement Date, provided that a condition which was not constructed in compliance with laws at the time of construction shall be deemed to be in compliance with applicable law notwithstanding that such law has thereafter been changed or amended; and (x) costs incurred to contain, remove or remediate any contamination of the ground water under the Premises by Hazardous Substances.

(d) Estimates of Operating Expenses: During December of each calendar year during the Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of Landlord's estimate of the amount of Operating Expenses which will be payable for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of the estimated amount; provided, however, that if notice is not given in December, Tenant shall continue to pay on the basis of the then applicable Rent until the month after the notice is given. If at any time it reasonably appears to Landlord that the amount payable for the current calendar year will vary from Landlord's estimate by more than five percent (5%), Landlord may give notice to Tenant of Landlord's revised estimate for the year, and subsequent payments by Tenant for the year shall be based on the revised estimate; provided, however, that Landlord shall not give notice of a revised estimate for any year more frequently than once a calendar quarter.

(e) Annual Adjustment. Within one hundred twenty (120) days after the close of each calendar year of the Term, or as soon after the one hundred twenty (120) day period as practicable, Landlord shall deliver

to Tenant a statement of the actual Operating Expenses for the prior calendar year. If, on the basis of the statement, Tenant owes an amount that is less than the estimated payments for the calendar year previously made by Tenant, Landlord shall apply the excess to the next payment of Operating Expenses due. If, on the basis of the statement, Tenant owes an amount that is more than the estimated payments for the calendar year previously made by the Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the statement. The statement of Operating Expenses shall be presumed correct and shall be deemed final and binding upon Tenant unless (i) Tenant in good faith objects in writing thereto within thirty (30) days after delivery of the statement to Tenant (which writing shall state, in reasonable detail, all of the reasonable detail, all of the reasons for the objection); and (ii) Tenant pays in full, within thirty (30) days after delivery of the statement to Tenant, any amount owed by Tenant with respect to the statement which is not in dispute. Tenant's failure to pay the amount shown on Landlord's statement within thirty
(30) days after delivery thereof or Tenant's failure to pay in a timely manner the revised estimate of Landlord's determination of Operating Expenses shall be deemed an irrevocable waiver of Tenant's right to contest and/or receive any credit or reimbursement for an overcharge of Operating Expenses shown on the Landlord's statement under which payment is required at that time. If Tenant objects to Landlord's allocation to the Premises of the cost of self-insurance or blanket insurance, such allocation shall nonetheless be presumed correct and shall be deemed final and binding upon Tenant unless Tenant's timely written objection includes credible evidence that Landlord could have obtained substantial comparable insurance coverage for this Premises alone at lower cost.

(f) Tenant's Right to Audit Landlord's Records. Within 90 days after timely giving Landlord its notice of its objection to Landlord's statement of actual Operating Expenses in accordance with Section 5(e), (the "Landlord's Statement"), Tenant shall have the right to audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Operating Expenses and Real Property Taxes. Such audit shall be conducted by a certified public accountant approved by Landlord, which approval shall not be unreasonably withheld, and shall be completed within such ninety (90) day period. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be paid (or at Landlord's option credited toward amounts next payable by Tenant under this Lease) to Tenant within 30 days after the audit is concluded. In addition, if, following such audit, the parties agree that Landlord's Statement of Operating Expenses exceeds the actual Operating Expenses which should have been charged to Tenant by more than 15%, the cost of such audit shall be paid by Landlord.

(g) Definition of Real Property Taxes. The term "Real Property Taxes" shall mean any ordinary or extraordinary form of assessment or special assessment, license fee, rent tax, levy, penalty (if a result of Tenant's delinquency), or tax, other than net income, estate, succession, inheritance, transfer or franchise taxes, imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government for any maintenance or improvement or other district or division thereof. The term shall include all transit charges, housing fund assessments, real estate taxes and all other taxes relating to the Premises, all other taxes which may be levied in lieu of real estate taxes, all assessments, assessment bonds, levies, fees and other governmental charges (including, but not limited to, charges for traffic facilities, improvements, child care, water services studies and improvements, and fire services studies and improvements) for amounts necessary to be expended because of governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvement, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or become a lien upon the Premises or become payable during the Term.

(h) Acknowledgment of Parties. It is acknowledged by Landlord and Tenant that Proposition 13 was adopted by the voters of the State of California in the June, 1978 election, and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services which formerly may have been provided without charge to property owners or occupants. It is the intention of the parties that all new and increased assessments, taxes, fees, levies and charges due to Proposition 13 or any other cause are to be included within the definition of Real Property Taxes for purposes of this Lease.

(i) Taxes on Tenant Improvement and Personal Property. Notwithstanding any other provision hereof, Tenant shall pay the full amount of any Real Property Taxes during the Term resulting from any and all alterations and tenant improvement of any kind whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant. Tenant shall pay, prior to delinquency, all taxes assessed or levied against Tenant's personal property in, on or about the Premises. When possible, Tenant shall cause its personal property to be assessed and billed separately from the real or personal property of Landlord.

6. PRORATION OF RENT. If the Commencement Date is not the first day of the month, or if the end of the Term is not the last day of the month, Rent shall be prorated on a monthly basis (based upon a thirty (30) day month) for the fractional month during the month which this Lease commences or terminates. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to subsection 5(e) which are to be performed after the termination.

7. TENANT IMPROVEMENTS.

(a) Landlord shall cause the electrical system, plumbing and roof to be in good and operable condition and repair as of the Commencement Date. However, Landlord shall not be obligated to make any alteration or repair required as a result of improvements to be installed by Tenant in the Premises. Landlord shall be conclusively deemed to have satisfied the foregoing obligation unless Tenant identifies specific items of noncompliance by delivery of written notice to Landlord within sixty (60) days after the Commencement Date. Upon Landlord's correction of such items, Landlord's obligations under this subsection (a) shall be deemed fully satisfied.

(b) Tenant shall install the ADA Improvements and HVAC Improvements shown on attached Exhibit C and Landlord shall reimburse Tenant up to $47,500 for costs incurred by Tenant in connection with the ADA Improvements and up to $75,000 for costs incurred by Tenant in connection with the HVAC Improvements in accordance with Exhibit C.

(c) Except as specified in subsections (a) above and (d) below, Tenant shall accept the Premises "as-is" and with all faults and Landlord shall have no obligations to improve or modify the Premises.

(d) Landlord covenants and represents that it has full and complete authority to enter into this Lease under all of the terms, covenants and provisions set forth herein and so long as Tenant performs each and every term, provision and condition herein contained on the part of Tenant to be performed, Tenant may peacefully and quietly enjoy the Premises in accordance with the terms of this Lease.

8. USES OF PREMISES.

(a) Tenant shall use the Premises solely for the use set forth in the Basic Lease Information, and Tenant shall not use the Premises for any other purpose without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, at its own cost and expense, comply with all laws, rules, regulations, orders, permits, licenses and ordinances issued by any governmental authority which relate to the condition, use or occupancy of the Premises during the term of this Lease. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall not be responsible for compliance with any laws, codes, ordinances or other governmental directives where such compliance is not related specifically to or required as a result of Tenant's use, occupancy and/or alteration of the Premises. For example, if any governmental authority should require the Premises to be structurally strengthened against earthquake and such measures are imposed as a general requirement applicable to all tenants rather than as a condition of Tenant's specific use or occupancy of or alterations to the Premises, such work shall be performed by Landlord and included in a capital expense under Operating Expenses. Tenant shall not use the Premises in any manner that will constitute waste or nuisance.

(b) "Hazardous Substance" shall mean the substances including within the definitions of the term "Hazardous substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9801 et seq., and the California Carpenter-Presley-Tenner Hazardous Substance Account Act, California Health & Safety Code Section 25300 et seq., and regulations promulgated thereunder, as amended. "Hazardous Waste" shall mean (a) any waste listed as or meeting the identified characteristics of a "Hazardous Waste" under the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., and regulations promulgated pursuant thereto, collectively "RCRA", or (b) any waste meeting the identified characteristics of "Hazardous Waste" under California Hazardous Waste Control Law, California Health and Safety Code Section 25100 et. seq., and regulations promulgated pursuant thereto, collectively "CHWCL". "Hazardous Waste Facility" shall mean a hazardous waste facility as defined under CHWCL.

(c) Tenant covenants that, at its sole cost and expense, it will comply with all applicable laws, rules, regulations, orders, permits, licenses and operating plans of any governmental authority with respect to the use, handling, generation, transportation, storage, treatment and/or disposal of Hazardous Substances or Wastes brought on to the Premises by Tenant and/or Tenant's agents, contractors, employees, invitees, licensees, sublessees or other person on or about the Premises during the term, and Tenant will provide

Landlord with copies of all permits, registrations or other similar documents that authorize Tenant to conduct any such activities in connection with its authorized use of the Premises. Additionally, Tenant agrees to comply with the Rules and Regulations attached hereto as Exhibit D, the requirements of the Board of Fire Underwriters or Landlord's insurance carrier, and to comply with covenants, conditions and restrictions ("CC&R'S), if any, applicable to the Property.

(d) Tenant agrees that it shall not operate on the Premises any facility required to be permitted or licensed as a Hazardous Waste Facility or for which interim status as such is required. Nor shall Tenant store any Hazardous Wastes on the Premises for ninety (90) days or more.

(e) No underground storage tanks shall be permitted on the Premises.

(f) If applicable, Tenant shall provide to Landlord in writing the following information and/or documentation at the Commencement Date and within sixty (60) days of any change in the required information and/or documentation:

(i) A list of all Hazardous Substances and/or Wastes that Tenant uses, handles, generates, transports, stores, treats or disposes in connection with its operations on the Premises.

(ii) Copies of all Material Safety Data sheets ("MSDS's") required to be completed with respect to operations of Tenant at the Premises in accordance with Title 8, California Code of Regulations Section 5194 or 42 U.S.C. Section 11021, or any amendments thereto. In lieu of this requirement, Tenant may provide a Hazardous Materials Inventory Sheet that details the MSDS's.

(iii) Copies of all hazardous waste manifests, as defined in Title 26, California Code of Regulations Section 22-66260.10, that Tenant is required to complete in all connections with its operations at the Premises.

(iv) A copy of any Hazardous Materials Management Plans required with respect to Tenant's operations.

(v) Copies of any Contingency Plans and Emergency Procedures, if any, required of Tenant due to its operations in accordance with Title 26, Section 22-66260.10, of the California Code of Regulations, and any amendments thereto.

(vi) Copies of any biennial reports to be furnished to California Department of Health Services relating to Hazardous Substances or Wastes.

(vii) Copies of all industrial waste water discharge permits.

(g) Tenant shall secure Landlord's prior written approval for any proposed receipt, storage, possession, use, transfer or disposal of "Radioactive Materials" or "Radiation", as such materials are defined in Title 28, California Code of Regulations Sections 17-30100 or possessing the characteristics of the materials so defined, which approval Landlord may withhold in its sole and absolute discretion. The Tenant, in connection with any authorized receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation shall:

(i) Comply with all federal, state and local laws, rules, regulations, orders, licenses and permits;

(ii) Furnish Landlord with a list of all radioactive materials or radiation received, stored, possessed, used, transferred or disposed; and

(iii) Furnish Landlord with all licenses, registration materials, inspection reports, orders and permits in connection with the receipt, storage, possession, use, transfer or disposal or radioactive materials or radiation.

(h) Tenant agrees to comply with any and all applicable laws, rules, regulations, and orders with respect to the release into the environment of any Hazardous Wastes or Substances or Radiation of Radioactive Materials brought on to the Premises by Tenant and/or Tenant's agents, contractors, employees, invitees, licensees, sublessees or other person on or about the Premises during the Term. Tenant agrees to notify Landlord in writing of any unauthorized release into the environment within twenty-four (24) hours of the time at which Tenant becomes aware of such release.

(i) Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims, losses (including, but not limited to, loss of rental income and loss due to business interruption), damages (including diminution in value or loss of rental value following expiration or earlier termination of the Term), liabilities, costs, legal fees, and expenses of any sort arising out of or relating to any unauthorized release into the environment of Hazardous Substances or Wastes or Radiation or Radioactive Materials by Tenant or any of Tenant's agents, contractors or invitees, or Tenant's failure to comply with Subparagraphs (a)-(?) of this section of the Lease.

(j) Tenant agrees to cooperate with Landlord in furnishing Landlord with complete information regarding Tenant's receipt, handling, use, storage, transportation, generation, treatment and/or disposal of Hazardous Substances or Wastes or Radiation or Radioactive Materials. Upon reasonable prior written notice, Tenant agrees to grant Landlord reasonable access at reasonable times to the Premises to inspect Tenant's receipt, handling, use, storage, transportation, generation, treatment and/or disposal of Hazardous Substances Wastes or Radiation or Radioactive Materials without being deemed guilty of any disturbance of Tenant's use or possession and without being liable to Tenant in any manner.

(k) Notwithstanding Landlord's rights of inspection and review under this paragraph, Landlord shall have no obligation or duty to so inspect or review, and no third party shall be entitled to rely on Landlord to conduct any sort of inspection or review by reason of the provisions of this paragraph.

(l) The following provisions shall apply to any Existing Contamination (as defined herein):

(i) Tenant acknowledges that (1) certain Hazardous Substances may be located on, about, or under the Premises; (2) Landlord has made available to Tenant the environmental reports referenced on attached Exhibit E (collectively the "Environmental Reports"); (3) neither Landlord nor any agent or contractor of Landlord has made any representation or warranty concerning the environmental condition of the Premises; (iv) neither Landlord nor any agent or contractor of Landlord has made any representation or warranty concerning the accuracy or completeness of the Environmental Reports; (v) Tenant shall make such additional assessments, tests or inquiries regarding the environmental condition of the Premises as Tenant may deem necessary or appropriate; provided that Tenant shall not conduct any tests on or about the Premises unless Tenant has obtained the prior written approval of Landlord regarding the nature and scope of such testing; and (4) subject to Landlord's indemnity referenced below, Tenant shall accept the Premises in its "AS IS" environmental condition. As used herein, the term "Existing Contamination" shall mean the identity of Hazardous Substances referenced in the Environmental Reports as being located on, under or in the vicinity of the Premises as of the date of this Lease or otherwise proven by Tenant to have been located on or under the Premises as of the date of this Lease or to have migrated under the Premises during the term of this Lease (other than a migration caused by the acts or omissions of Tenant and or Tenant's agents, contractors, licensees or invitees or other persons on the Premises during the term of this Lease.

(ii) Subject to the provisions of this subsection, Landlord shall indemnify, defend and hold harmless Tenant from and against any Environmental Claim (as defined below) asserted against Tenant and, subject to the limitations referenced in the following paragraph, any out of pocket costs, fees and expenses, including attorneys' and consultants' fees, paid by Tenant in connection with such Environmental Claim, provided that the foregoing indemnity shall not apply to the extent, that any such Environmental Claim arises out of or is caused or exacerbated by the negligence or intentional act or intentional failure to act of Tenant or any affiliate of Tenant and/or their respective agents, contractors, employees, licensees, invitees, sublessees and/or assignees. As used in this Lease, the term "Environmental Claim" shall mean any claim, demand, loss, damage, and/or liability asserted against Tenant with respect to the Existing Contamination (i) by a governmental authority for the investigation, abatement, clean up or remediation of or other action related to Existing Contamination on the Premises, or (ii) by any third party who is not an affiliated subsidiary, partner, agent, employee or invitee of Tenant. The parties acknowledge that the term "Environmental Claim" shall not include under any circumstance (a) lost profits, business interruption, whether in connection with a claim related to the Existing Contamination or otherwise, or (b) any consequential damages suffered or incurred by Tenant, or (c) any claim related to Hazardous Substances on the Premises which are not included within the scope of the term "Existing Contamination".

(iii) In the event an Environmental Claim is asserted against Tenant for which Tenant intends to seek indemnification pursuant to the foregoing paragraph, Tenant shall promptly deliver written notice to Landlord of such Environmental Claim and Landlord shall have exclusive authority related

to the response to and defense of the Environmental Claim. No cost, fee or expense paid or incurred by Tenant with respect to an Environmental Claim shall be required to be reimbursed or indemnified by Landlord unless Landlord has previously approved such expense in writing or Landlord has denied approval of such expenses on the basis that the foregoing indemnity does not cover the specific Environmental Claim for which such expense was incurred and thereafter it is determined pursuant to a final non-appealable judicial order that the foregoing indemnity does cover the specific Environmental Claim for which such expense was incurred. Tenant shall cooperate with Landlord in connection with the response to and defense of any Environmental Claim and shall make available to Landlord such information and personnel as Landlord may reasonably request in order to respond to or defend such Environmental Claim.

(m) This Section 8 of the Lease shall survive termination of the Lease.

9. ALTERATIONS.

(a) Initial Alterations.

(i) Preliminary Plans. Preliminary plans and specifications for construction of the tenant improvements to be initially installed by Tenant in the Premises ("Initial Alterations") shall be prepared by a licensed architect as is proposed by Tenant and reasonably approved by Landlord (the "Architect"). The preliminary plans and specifications shall be submitted to Landlord for Landlord's approval which approval shall not be unreasonably withheld, provided that Landlord may withhold such consent, in Landlord's sole discretion, if the construction contemplated by such preliminary plans will affect the structure, roof, or the exterior appearance of the Premises, or will have an adverse affect on the utility systems of the Premises. The preliminary plans and specifications approved as set forth above are referred to herein as the "Approved Preliminary Plans."

(ii) Working Drawings. Promptly following approval of the Approved Preliminary Plans, Tenant shall instruct the Architect to produce, and submit to Landlord for review and approval, which approval shall not be unreasonably withheld, working drawings and specifications. The working drawings and specifications which have been approved as provided herein are hereinafter referred to as the "Approved Working Drawings."

(iii) Selection of Contractor. Tenant shall engage a general contractor as is proposed by Tenant and reasonably approved by Landlord (the "Contractor") to construct the Initial Alterations.

(iv) Construction. Tenant shall cause construction of the Initial Alterations to be completed in a good and workmanlike manner and in compliance with all applicable laws, rules and regulations. Tenant shall provide access to Landlord at all reasonable times for the purpose of inspecting the construction of the Initial Alterations and shall cooperate with Landlord and Landlord's agents during such inspections and provide to Landlord and Landlord's agents such information as Landlord or Landlord's agents may reasonably request.

(v) Change Requests. No changes to the Approved Working Drawings requested by Tenant shall be made without Landlord's prior approval. Any changes to the Approved Working Drawings shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made.

(vi) Plans and Specifications. Upon completion, Tenant shall deliver to Landlord a complete set of "as-built" plans and specifications for the Initial Alterations.

(b) Additional Alterations. As used in this Section 9, the term "alteration" shall include the Initial Alterations and any subsequent alteration, addition or improvement. Tenant shall give Landlord not less than ten (10) days' notice of any alteration Tenant desires to make to the Premies. Except for the Initial Alterations, Tenant shall not make any alteration in, or about the Premises without the prior written consent of Landlord unless the alteration does not require a building permit, affect the Building structure, the exterior appearance of the Building, the roof or the Building systems (e.g. electrical systems) and the cost of the alteration is not in excess of Twenty Thousand Dollars ($20,000.00) in each particular instance or in excess of Eighty Thousand Dollars ($80,000.00) in any calendar year. Tenant shall comply with all rules, laws, ordinances and requirements applicable at the time Tenant makes any alteration and shall

deliver to Landlord a complete set of "as built" plans and specifications for each alteration. Tenant shall be solely responsible for maintenance and repair of all alterations made by Tenant.

(c) Liens. If, because of any act or omission of Tenant or anyone claiming by, through, or under Tenant, any mechanics' lien or other lien is filed against the Premises or against other property of Landlord (whether or not the lien is valid or enforceable), Tenant, at its own expense, shall cause it to be discharged of record within a reasonable time, not to exceed thirty (30) days, after the date of the filing. In addition, Tenant shall defend and indemnify Landlord and hold it harmless from any and all claims, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, resulting from the lien.

(d) Ownership of Alterations. Any alteration made by Tenant immediately shall become Landlord's property. Except as provided in subsection 9(d), Landlord may require Tenant, at Tenant's sole expense and by the end of the Term, to remove any alterations made by Tenant (including any alteration which so not require Landlord's consent) and to restore the Premises to its condition prior to the alteration, provided that Tenant shall not be required to remove such alterations if, in response to Tenant's request pursuant to subsection (d) below, Landlord has notified Tenant at the time Landlord consents to such alteration that such removal will not be required.

(d) Request Regarding Removal Obligation. At the time that Tenant requests Landlord's consent of any alteration, Tenant may request that Landlord notify Tenant if Landlord will require Tenant, at Tenant's sole expense, to remove any or all of the alteration by the end of the Term, and to restore the Premises to its condition prior to the alteration.

10. REPAIRS.

(a) Tenant's Obligation. Except as provided in subsection 10(b), Tenant, at all times during the Term and at Tenant's sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, including without limitation any replacement of any element of the Premises requiring replacement, ordinary wear and tear, damage thereto not caused by Tenant, by fire, earthquake, acts of God or the elements excepted. Tenant hereby waives all right to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as provided in California Civil Code Section 1942 or any other law statute or ordinance now or hereafter in effect.

(b) Landlord's Obligations. Landlord, at Landlord's expense, shall repair and maintain the structural portions of the roof (but not roof membrane or other non-structural elements of the roof) and structural portions or the Building unless and to the extent that the maintenance and repair are cause by the act, neglect, fault or omission of any duty of Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of the maintenance and repairs caused in whole or in part by Tenant. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to the fixtures, appurtenances and equipment therein. Landlord's cost of performing the forgoing obligations shall be included in Operating Expenses.

11. DAMAGE OR DESTRUCTION.

(a) Landlord's Obligation to Rebuild. If the Premises are damaged or destroyed, Landlord promptly and diligently shall repair the Premises (subject to the limitations specified in this Section 11) unless Landlord has the option to terminate this Lease as provide herein, and Landlord elects to terminate.

(b) Right to Terminate. Landlord and Tenant each shall have the option to terminate this Lease if the Premises is destroyed or damaged by fire or other casualty, regardless of whether the casualty is insured against under this Lease, if Landlord reasonably determines that Landlord's obligation to repair the Premises cannot be completed within two hundred seventy (270) days after the casualty. If a party desires to exercise the right to terminate this Lease as a result of a casualty, the party shall exercise the right by giving the other party written notice of its election to terminate within thirty (30) days after the damage or destruction, in which event this Lease shall terminate fifteen
(15) days after the date of the notice. If neither Landlord nor Tenant exercises the right to terminate this Lease, Landlord promptly shall commence the process of obtaining necessary permits and approvals, and shall commence repair of the Premises as soon as practicable and thereafter prosecute the repair diligently to completion, in which event this Lease shall continue in full force and effect.

(c) Limited Obligation to Repair. Landlord's obligation, should Landlord elect or be obligated to repair or rebuild, shall be limited to the Building shell. Tenant, at its option and expense, shall replace or fully

repair all trade fixtures, equipment and any improvements installed by Tenant and existing at the time of the damage or destruction.

(d) Abatement of Rent. In the event of any damage or destruction to the Premises which does not result in termination of this Lease, the Base Rent temporarily shall be abated proportionately to the degree the Premises are untenantable as a result of the damage or destruction, commencing from the date of the damage or destruction and continuing during the period required by Landlord to substantially complete Landlord's repair and restoration of the Premises; provided, however, that nothing herein shall preclude Landlord from being entitled to collect the full amount of any rent loss insurance proceeds. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the Premises, damage to Tenant's personal property or any inconvenience occasioned by any damage, repair or restoration. Tenant hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, and the provisions of any similar law hereafter enacted.

(e) Damage Near End of Term and Extensive Damage. In addition to the rights to termination under subsection 11(b), either Landlord or Tenant shall have the right to cancel and terminate this Lease as of the date of the occurrence of destruction or damage if the Premises or the Building is substantially destroyed or damaged (i.e., there is damage or destruction which Landlord determines would require more than six (6) months to repair) and made untenantable during the last twelve (12) months of the Term. Landlord or Tenant shall give notice of its election to terminate this Lease under this subsection 11(e) within thirty (30) days after Landlord determines that the damage or destruction would require more than six (6) months to repair. If neither Landlord nor Tenant elects to terminate this Lease, the repair of the damage shall be governed by subsection 11(a) or 11(b), as the case may be.

(f) Insurance Proceeds. If this Lease is terminated, Landlord may keep all the insurance proceeds resulting from the damage, except for those proceeds which specifically insured Tenant's personal property and trade fixtures.

12. Eminent Domain. If all or any part of the Premises is taken for public or quasi-public use by a governmental authority under the power of eminent domain or is conveyed to a governmental authority in lieu of such taking, and if the taking or conveyance causes the remaining part of the Premises to be untenantable and inadequate for use by Tenant for the purpose for which they were leased, then Tenant, at its option and by giving notice within fifteen (15) days after the taking, may terminate this Lease as of the date Tenant is required to surrender possession of the Premises. If a part of the Premises is taken or conveyed but the remaining part is tenantable and adequate for Tenant's use, then this Lease shall be terminated as to the part taken or conveyed as of the date Tenant surrenders possession; Landlord shall make such repairs, alterations and improvements as may be necessary to render the part not taken or conveyed tenantable; and the Rent shall be reduced in proportion to the part of the Premises taken or conveyed. All compensation awarded for the taking or conveyance shall be the property of Landlord without any deduction therefrom for any estate of Tenant, and Tenant hereby assigns to Landlord all its right, title and interest in and to the award. Tenant shall have the right, however, to recover from the governmental authority, but not from Landlord, such compensation as may be awarded to Tenant on account of the interruption of Tenant's business, moving and relocation expenses; and removal of Tenant's trade fixtures and personal property.

13. Indemnity and Insurance.

(a) Indemnity. Tenant shall be responsible for, shall insure against, and shall indemnify Landlord and its constituent parts and hold them harmless from, any and all liability for any claim, demand, liability, loss, damage or injury to person or property occurring in, on or about the Premises, and Tenant hereby releases Landlord and its constituent parts from any and all liability for the same except arising from Landlord's gross negligence or willful misconduct. Tenant's obligation to indemnify Landlord and its constituent parts hereunder shall include the duty to defend against any claims asserted by reason of any loss, damage or injury, and to pay any judgments, settlements, costs, fees and expenses, including attorneys' fees, incurred in connection therewith.

(b) Insurance. At all times during the term of this Lease, Tenant shall carry, at its own expense, for the protection of Tenant, Landlord, Landlord's constituent parts and Landlord's management agents, as their interests may appear, one or more policies of comprehensive general public liability and property damage insurance, issued by one or more insurance companies acceptable to Landlord, with minimum coverages of One Million Dollars ($1,000,000.00) for injury to one person in any one accident, Three Million Dollars ($3,000,000.00) for injuries to more than one person in any one accident and Two Million Dollars ($2,000,000.00) in property damage per accident and insuring against any and all liability for which Tenant is responsible under this Lease. The insurance policy or policies shall name Landlord, Landlord's constituent parts and Landlord's management agents as additional insureds, and shall provide that the policy or policies

may not be cancelled on less than thirty (30) days' prior written notice to Landlord. Tenant shall furnish Landlord with certificates evidencing the insurance. If Tenant fails to carry the insurance and furnish Landlord with copies of all the policies after a request to do so, Landlord shall have the right to obtain the insurance and collect the cost thereof from Tenant as additional Rent.

(c) Property Insurance. Landlord shall maintain fire and all risk insurance on the Building shell and may, but shall not be obligated to maintain insurance on any improvements installed within the Premises. Tenant shall separately insure all improvements made by Tenant to the Premises.

14. ASSIGNMENT AND SUBLETTING.

(a) Landlord's Consent. Tenant shall not assign, sublet or otherwise transfer all or any portion of Tenant's interest in this Lease (collectively, "sublet") without Landlord's prior written consent, which consent shall not be unreasonably withheld except as permitted under
Section 14(h), below. Consent by Landlord to one sublet shall not be deemed to be a consent to any subsequent sublet.

(b) Effect of Sublet. Each sublet to which Landlord has consented shall be by an instrument in writing, in a form satisfactory to Landlord as evidenced by Landlord's written approval. Each sublessee shall agree in writing, for the benefit of Landlord, to assume, to be bound by and to perform the terms, conditions and covenants of this Lease to be performed by Tenant. Tenant shall not be released from personal liability for the performance of each term, condition and covenant of this Lease, and Landlord shall have the right to proceed against Tenant without proceeding against subtenant.

(c) Information to be Furnished. If Tenant desires at any time to sublet the Premises, Tenant first shall notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed subtenant; (ii) the nature of the proposed subtenant's business to be carried on in the Premises; (iii) the terms and provisions of the proposed sublease and a copy of the proposed sublease form; and (iv) such financial information, including financial statements, as Landlord reasonably may request concerning the proposed subtenant.

(d) Landlord's Election. At any time within twenty (20) days after Landlord's receipt of the information specified in subsection 14(c), Landlord, by written notice to Tenant, may elect either (i) to consent to the sublet by Tenant; or (ii) to refuse its consent to the sublet. If Landlord fails to elect either of the alternatives within the twenty (20) day period, it shall be deemed that Landlord has refused its consent to the sublet. If Landlord refuses its consent, Landlord shall deliver to Tenant a statement of the basis for its refusal. Any attempted sublet without Landlord's consent shall not be effective.

(e) Payment Upon Sublet. If Landlord consents to the sublet, Tenant thereafter may enter into a valid sublet of the Premises or portion thereof, upon the terms and conditions set forth in the information furnished by Tenant to Landlord pursuant to subsection 14(c), subject to the condition that fifty percent (50%) of any excess of the monies due to Tenant under the sublet ("subrent") over the Rent required to be paid by Tenant plus the amortized cost incurred by Tenant for the Initial Alterations constructed by Tenant within the Premises hereunder shall be paid to Landlord. Any subrent to be paid to Landlord pursuant hereto shall be payable to Landlord as and with the Base Rent payable to Landlord hereunder pursuant to the terms of Section 4. The term "subrent" as used herein shall include any consideration of any kind received, or to be received, by Tenant from the subtenant, if the sums are related to Tenant's interest in this Lease or in the Premises, including, without limitation, bonus money, and payments (in excess of fair market value thereof) for Tenant's assets, fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles and any capital stock or other equity ownership of Tenant. For purposes of the foregoing calculation, any credit to Tenant for the Initial Alterations constructed by Tenant in the Premises shall be amortized over a five (5) year period from the date such cost is incurred with interest on the unamortized balance at the rate of ten percent (10%) per year. Accordingly, for any subletting which occurs beyond the initial sixty months of the Term, there shall be no deduction from subrents for costs incurred by Tenant for the Initial Alterations.

(f) Executed Counterparts. No sublet shall be valid nor shall any subtenant take possession of the Premises until an executed counterpart of the sublease has been delivered to Landlord and approved in writing.

(g) Intentionally Omitted.

(h) Transfers to Affiliates. Tenant may assign this Lease or sublet the Premises, without Landlord's consent, to any corporation which controls, is controlled by or is under common control with Tenant, or to

any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, provided that the assignee assumes, in full, the obligations of Tenant under this Lease.

(i) Costs. In the event Tenant shall assign or sublet the Premises or request the consent of Landlord to any assignment, subletting hypothecation or other action requiring Landlord's consent hereunder, then Tenant shall pay a processing fee in the amount of $500 plus Landlord's reasonable attorney's fees incurred in connection therewith.

15. DEFAULT.

(a) Tenant's Default. At the option of Landlord, a material breach of this Lease by Tenant shall exist if any of the following events (severally, "Event of Default"; collectively, "Events of Default") shall occur: (i) if Tenant shall have failed to pay Rent, including Tenant's Percentage Share of Operating Expenses, or any other sum required to be paid hereunder, together with interest at the Interest Rate, from the date the amount became due through the date of payment, inclusive; (ii) if Tenant shall have failed to perform any term, covenant or condition of this Lease except those requiring the payment of money, and Tenant shall have failed to cure the breach within thirty (30) days after written notice from Landlord if the breach could reasonably be cured within the thirty (30) day period; provided, however, if the failure could not reasonably be cured within the thirty (30) day period, then Tenant shall not be in default unless it has failed to promptly commence and thereafter continue to make diligent and reasonable efforts to cure the failure as soon as practicable as reasonably determined by Landlord; (iii) if Tenant shall have assigned its assets for the benefit of its creditors; (iv) if the sequestration of, attachment of, or execution on, any material part of the property of Tenant or on any property essential to the conduct of Tenant's business shall have occurred, and Tenant shall have failed to obtain a return or release of the property within thirty (30) days thereafter, or prior to sale pursuant to any sequestration, attachment or levy, whichever is earlier; (v) if a court shall have made or entered any decree or order adjudging Tenant to be insolvent, or approving as properly filed a petition seeking reorganization of Tenant, or directing the winding up or liquidation of Tenant, and the decree or order shall have continued for a period of thirty (30) days; (vi) if Tenant shall make or suffer any transfer which constitutes a fraudulent or otherwise avoidable transfer under any provision of the federal Bankruptcy Laws or any applicable state law; or (vii) if Tenant shall have failed to comply with the provisions of Section 23 or 25. An Event of Default shall constitute a default under this Lease. Notwithstanding the foregoing, an Event of Default shall not be deemed to have occurred with respect to the first two failures to pay Rent when due during any twelve month period until three
(3) days after delivery of notice of nonpayment from Landlord to Tenant. Any subsequent failure to pay Rent during such twelve month period shall not require any such notice in order to establish an Event of Default. Any notice delivered pursuant to this Section 15(a) shall be in lieu of and not in addition to any notice required under California Code of Civil Procedure Section 1161 et seq.

(b) Remedies Upon Tenant's Default. Upon an Event of Default, Landlord shall have the following remedies, in addition to all other rights and remedies provided by law, equity, statute or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

(i) Landlord may continue this Lease in full force and effect, and this Lease shall continue in full force and effect as long as Landlord does not terminate Tenant's right to possession, and Landlord shall have the right to collect Rent when due. During the period Tenant is in default, Landlord may enter the Premises and relet it, or any part of it, to third parties for Tenant's account, provided that any Rent in excess of the Rent due hereunder shall be payable to Landlord. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers' commissions, expenses of cleaning and redecorating the Premises required by the reletting and like costs. Reletting may be for a period shorter or longer than the remaining Term of this Lease. Tenant shall pay to Landlord the Rent and other sums due under this Lease on the dates the Rent is due, less the Rent and other sums Landlord receives from any reletting. No act by Landlord allowed by this subsection (i) shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease.

(iii) Landlord may terminate Tenant's right to possession of the Premises at any time by giving written notice to that effect. No act by Landlord other then giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to remove all personal property of Tenant and store it at Tenant's cost and to recover from Tenant as damages; (a) the worth at the time of award of unpaid Rent and other sums due and payable

which had been earned at the time of termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent and other sums due and payable which would have been payable after termination until the time of award exceeds the amount of the Rent loss that Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent and other sums due and payable for the balance of the Term after the time of award exceeds the amount of the Rent loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease, or which, in the ordinary course of things, would be likely to result therefrom, including, without limitation, any costs or expenses incurred by Landlord: (1) in retaking possession of the premises, including reasonable attorneys' fees and costs therefor; (2) maintaining or preserving the premises for reletting to a new tenant, including repairs or alterations to the Premises for the reletting; (3) leasing commissions; (4) any other costs necessary or appropriate to relet the Premises; and (5) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of California.

The "worth at the time of award" of the amounts referred to in subsections
(ii)(a) and (ii)(b) is computed by allowing interest at the Interest Rate, on the unpaid Rent and other sums due and payable from the termination date through the date of award. The "worth at the time of award" of the amount referred to in subsection (ii)(c) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award, plus one percent (1%). Tenant waives redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, under any other present or future law, if Tenant is evicted or Landlord takes possession of the Premises by reason of any default of Tenant hereunder.

(c) Landlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by Landlord hereunder unless and until Landlord has failed to perform the obligation within thirty (30) days after receipt of written notice by Tenant to Landlord specifying wherein Landlord has failed to perform the obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if Landlord shall commence the performance within the thirty (30) day period and thereafter shall diligently prosecute the same to completion.

16. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS. If Tenant shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, Landlord may, but shall not be obligated to, make the payment or perform any other act to the extent Landlord may deem desirable and, in connection therewith, pay expenses and employ counsel. Any payment or performance by Landlord shall not waive or release Tenant from any obligations of Tenant under this Lease. All sums so paid by Landlord, and all penalties, interest and costs in connection therewith, shall be due and payable by Tenant on the next day after any payment by Landlord, together with interest thereon at the Interest Rate, from that date to the date of payment thereof by Tenant to Landlord, plus collection costs and attorneys' fees. Landlord shall have the same rights and remedies for the nonpayment thereof as in the case of default in the payment of Rent.

17. [Intentionally Omitted]

18. SURRENDER OF PREMISES. By taking possession of the Premises, except as provided in Section 7, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. On the expiration or early termination of this Lease, except as provided in Section 9, Tenant shall surrender the Premises to Landlord in its condition as of the Commencement Date, normal wear and tear excepted. Tenant shall remove from the Premises all of Tenant's personal property, trade fixtures and any alterations required to be removed pursuant to
Section 9. Tenant shall repair damage or perform any restoration work required by the removal. If Tenant fails to remove any personal property, trade fixtures or alterations after the end of the Term, Landlord may remove the property and store it at Tenant's expense, including interest at the Interest Rate. If the Premises are not so surrendered at the termination of this Lease, Tenant shall indemnify Landlord against all loss or liability resulting from delay by Tenant. In so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant, losses to Landlord due to lost opportunities to lease to succeeding tenants, and reasonable attorneys' fees and costs.

19. HOLDING OVER. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term or the termination of this Lease, the tenancy shall be month-to-month only and shall not constitute a renewal or extension for any further term. In such event, Base Rent shall be increased in an amount equal to one hundred fifty percent (150%) of the Base Rent during the last month of the Term (including any extensions), and any other sums due under this Lease shall be payable in the amount, and at the times, specified in this Lease. The month-to-

month tenancy shall be subject to every other term, condition, covenant and agreement contained in this Lease and Tenant shall vacate the Premises immediately upon Landlord's request.

20. ACCESS TO PREMISES. Tenant shall permit Landlord and its agents to enter the Premises at all reasonable times upon reasonable notice, except in the case of an emergency (in which event no notice shall be necessary), to inspect the Premises; to post Notices of Nonresponsibility and similar notices and to show the Premises to interested parties such as prospective mortgagors, purchasers and tenants; to make necessary alterations, additions, improvements or repairs either to the Premises, the Building or other premises within the Building; and to discharge Tenant's obligations hereunder when Tenant has failed to do so within a reasonable time after written notice from Landlord. The above rights are subject to reasonable security regulations of Tenant, and to the requirement that Landlord shall at all times act in a manner to cause the least possible interference with Tenant's operations.

21. SIGNS. The size, design, color, location and other physical aspects of any sign in or on the Building shall be subject to the CC&R's, if any, Rules and Landlord's approval prior to installation, and to any appropriate municipal or other governmental approvals. The costs of any permitted sign, and the costs of its installation, maintenance and removal, shall be at Tenant's sole expense and shall be paid within ten (10) days of Tenant's receipt of a bill from Landlord for the costs.

22. WAIVER OF SUBROGATION. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives and releases the other of and from any and all rights of recovery, claim, action or cause of action against the other, its subsidiaries, directors, agents, officers and employees, for any loss or damage that may occur in the Premises; to Improvements to the Premises or personal property (building contents) within the Premises; or to any furniture, equipment, machinery, goods and supplies not covered by this Lease which Tenant may bring or obtain upon the Premises or any additional improvements which Tenant may construct on the Premises by reason of fire, the elements or any other cause which is required to be insured against under this Lease, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, subsidiaries, directors, officers and employees, to the extent insured against under the terms of any insurance policies carried by Landlord or Tenant and in force at the time of any such damage, but only if the insurance in question permits such a partial release in connection with obtaining a waiver of subrogation from the insurer. Because this Section 22 will preclude the assignment of any claim mentioned in it by way of subrogation or otherwise to an insurance company or any other person, each party to this Lease agrees immediately to give to each insurance company written notice of the terms of the mutual waivers contained in this Section and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers contained in this Section.

23. SUBORDINATION.

(a) Subordinate Nature. Except as provided in subsection 23(b), this Lease is subject and subordinate to all ground and underlying leases, mortgages and deeds of trust which now or may hereafter affect the Premises, the CC&R's, if any, and to all renewals, modifications, consolidations, replacements and extensions thereof. Subject to subsection (c) below, within ten (10) days after Landlord's written request therefor, Tenant shall execute any and all documents required by Landlord, the lessor under any ground or underlying lease ("Lessor"), or the holder or holders of any mortgage or deed of trust ("Holder") to make this Lease subordinate to the lien of any lease, mortgage or deed of trust, as the case may be.

(b) Possible Priority of Lease. If a Lessor or a Holder advises Landlord that it desires or requires this Lease to be prior and superior to a lease, mortgage or deed of trust, Landlord may notify Tenant. Within seven
(7) days of Landlord's notice, Tenant shall execute, have acknowledged and deliver to Landlord any and all documents or instruments, in the form presented to Tenant, which Landlord, Lessor or Holder deems necessary or desirable to make this Lease prior and superior to the lease, mortgage or deed of trust.

(c) Recognition or Attornment Agreement. If Landlord or Holder requests Tenant to execute a document subordinating this Lease, the document shall provide that, so long as Tenant is not in default, Lessor or Holder shall agree to enter into either a recognition or attornment agreement with Tenant, or a new lease with Tenant upon the same terms and conditions as to possession of the Premises, which shall provide that Tenant may continue to occupy the Premises so long as Tenant shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant.

24. TRANSFER OF THE PROPERTY. Upon transfer of the Property and assignment of this Lease, Landlord shall be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease occurring after the consummation of the transfer and assignment. Tenant shall attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding.

25. ESTOPPEL CERTIFICATES. Within ten (10) days following written request by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, in the form prepared by Landlord. The certificate shall: (1) certify that this Lease is unmodified and in full force and effect or, if modified, state the nature of the modification and certify that this Lease, as so modified, is in full force and effect, and the date to which the Rent and other charges are paid in advance, if any; (ii) acknowledge that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults on the part of the Landlord, state the nature of the uncured defaults; and (iii) evidence the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Property from Landlord.

26. MORTGAGEE PROTECTION. In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises and shall offer the beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

27. ATTORNEYS' FEES. If either party shall bring any action or legal proceeding for damages for an alleged breach of any provision of this Lease, to recover rent or other sums due, to terminate the tenancy of the Premises or to enforce, protect or establish any term, condition or covenant of this Lease or right of either party, the prevailing party shall be entitled to recover, as a part of the action or proceedings, or in a separate action brought for that purpose, such attorneys' fees and court costs as may be fixed by the court or jury. The prevailing party shall be the party which secures a final judgment in its favor.

28. BROKERS. Each party warrants and represents to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, except for any broker(s) specified in the Basic Lease information, and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. The representing party shall indemnify and hold harmless the other from and against any and all liabilities or expenses arising out of claims made by any other broker or individual for commissions or fees resulting from this Lease arising out of the action of such party.

29. PARKING. Tenant shall have the right to park in the parking facilities located on the Premises. Landlord shall not be liable to Tenant, nor shall this lease be affected, if any parking is impaired by moratorium, initiative, referendum, law, ordinance, regulation or order passed, issued or made by any governmental or quasi-governmental body. Tenant acknowledges that the area shown as "SFWD Property" on Exhibit A is not included as part of the Premises, except that the Premises does include the right to cross the SFWD Property to park vehicles on the northwest portion of the Premises.

30. UTILITIES AND SERVICES. Tenant shall be solely responsible for obtaining and paying for all utilities and services, including heating, air conditioning, ventilation (i.e., HVAC service contracts, janitorial and security) in connection with the Premises. Landlord shall not be liable for, and Tenant shall not be entitled to any abatement or reduction of Rent by reason of, no eviction of Tenant shall result from and, further, Tenant shall not be relieved from the performance of any covenant or agreement in this Lease because of, Landlord's failure to furnish or Tenant's failure to obtain any such utility or service any of the foregoing.

31. MODIFICATION FOR LENDER. If, in connection with obtaining financing for the Premises or any portion thereof Landlord's lender shall request reasonable modification to this Lease as a condition to such financing (which shall not materially change Tenant's rights or obligations hereunder), Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially affect Tenant's rights hereunder.

32. ACCEPTANCE. Delivery of this Lease, duly executed by Tenant, constitutes an offer to lease the Premises as set forth herein, and under no circumstances shall such delivery be deemed to create an option or reservation to lease the Premises for the benefit of Tenant. This Lease shall become effective and binding only upon execution hereof by Landlord and delivery of a signed copy to Tenant. Upon acceptance of Tenant's offer to lease under the terms hereof and receipt by Landlord of the Rent for the first month of the Term and the Security Deposit in connection with Tenant's submission of the offer, Landlord shall be entitled to retain the sums and apply them to damages, costs and expenses incurred by Landlord if Tenant fails to occupy the Premises. If Landlord rejects the offer, the sums shall be returned to Tenant.

33. USE OF NAMES. Tenant shall not use the name of the Building or the name of the business park in which the Building is located in the name or title of its business or occupation without Landlord's prior written consent, which consent Landlord may withhold in its sole discretion. Landlord reserves the right to change the name of the Building without Tenant's consent and without any liability to Landlord.

34. RECORDING. Neither Landlord nor Tenant shall record this Lease, nor a short form memorandum of this Lease, without the prior written consent of the other.

35. QUITCLAIM. Upon any termination of this Lease pursuant to its terms, Tenant, at Landlord's request, shall execute, have acknowledged and deliver to Landlord a quitclaim deed of all Tenant's interest in the Premises, Building and Property created by this Lease.

36. NOTICES. Any notice or demand required or desired to be given under this Lease shall be in writing and shall be given by hand deliver, telecopy or the United States mail. Notices which are sent by telecopy shall be deemed to have been given upon receipt. Notices which are mailed shall be deemed to have been given when seventy-two (72) hours have elapsed after the notice was deposited in the United States mail, registered or certified, the postage prepaid, addressed to the party to be served. As of the date of execution of this Lease, the addresses of Landlord and Tenant are as specified in the Basic Lease Information. Either party may change its address by giving notice of the change in accordance with this Section.

37. LANDLORD'S EXCULPATION. In the event of default, breach or violation by Landlord (which term includes Landlord's partners, co-venturers and co-tenants, and officers, directors, employees, agents and representatives of Landlord and Landlord's partners, co-venturers and co-tenants) of any of Landlord's obligations under this Lease, Landlord's liability to Tenant shall be limited to its ownership interest in the Building and Property or the proceeds of a public sale of the ownership interest pursuant to the foreclosure of a judgment against Landlord. Landlord shall not be personally liable, or liable in any event, for any deficiency beyond its ownership interest in the Building and Property.

38. ADDITIONAL STRUCTURES. Any diminution or interference with light, air or view by any structure which may be erected on land adjacent to the Building shall in no way alter this Lease or impose any liability on Landlord.

39. GENERAL.

(a) Captions. The captions and headings used in this Lease are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this Lease.

(b) Time. Time is of the essence for the performance of each term, condition and covenant of this Lease.

(c) Severability. If any provision of this Lease is held to be invalid, illegal or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if the invalid, illegal or unenforceable provision had not been contained herein.

(d) Choice of Law; Construction. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant.

(e) Gender; Singular, Plural. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural.

(f) Binding Effect. The covenants and agreements contained in this Lease shall be binding on the parties hereto and on their respective successors and assigns (to the extent this Lease is assignable).

(g) Waiver. The waiver of Landlord of any breach of any term, condition or covenant of this Lease shall not be deemed to be a waiver of the provision or any subsequent breach of the same or any other term, condition or covenant of this Lease. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach at the time of acceptance of the payment. No covenant, term or condition of this Lease shall be deemed to have been waived by Landlord unless the waiver is in writing signed by Landlord.

(h) Entire Agreement. This Lease is the entire agreement between the parties, and there are no agreements or representations between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto.

(i) Waiver of Jury. To the extent permitted by law, Tenant hereby waives any right it may have to a jury trial in the event of litigation between Tenant and Landlord pertaining to this Lease.

(j) Counterparts. This Lease may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one (1) instrument.

(k) Exhibits. The Basic Lease Information and all exhibits attached hereto are hereby incorporated herein and made an integral part hereof.

(l) Addendum. The Addendum, if any, attached hereto is hereby incorporated herein and made an integral part hereof.

40. OPTION TO EXTEND.

(a) Terms of Option. Provided that an Event of Default does not exist under this Lease either at the time of exercise of the right to extend or on the Expiration Date, Tenant shall have the non-assignable (except to an affiliate of Tenant pursuant to Subsection 14(h)) right, at its option, to extend this Lease for one (1) period of five (5) years (the "Extension Term") commencing on the Expiration Date. For purposes of this Section 40, the term Expiration Date shall be deemed to be the last day of the original term. If Tenant elects to extend this Lease for the Extension Term, Tenant shall give unequivocal written notice ("Exercise Notice") of its exercise to Landlord not less than six (6) months, nor more than nine
(9) months prior to the Expiration Date. Tenant's failure to give the Exercise Notice in a timely manner shall be deemed a waiver of all of Tenant's rights to extend unless this Section 40. The terms, covenants and conditions applicable to the Extension Term shall be the same terms, covenants and conditions of this Lease except that (i) Tenant shall not be entitled to any further option to extend under this Section 40, and (ii) the Base Rent for the Premises during the Extension Term shall be determined as provided in subsection 40(b) below, and (iii) Landlord shall have no obligation to improve or otherwise modify the Premises.

(b) Determination of Base Rent During Extension Term.

(i) Agreement on Rent. Subject to the limitations of this Section, Landlord and Tenant agree that the Base Rent during each Extension Term shall be equal to ninety five percent (95%) of the fair market rental value of the Premises at the time Tenant exercises its option to extend the Term. Landlord and Tenant shall have thirty (30) days after Landlord receives the Exercise Notice with respect to such Extension Term in which to agree on the Base Rent during the Extension Term. In determining the fair market rental value of the Premises during the Extension Term, consideration shall be given to the uses of the Premises permitted under this Lease, the quality, size design and location of the Premises, and the rental value of comparable space located in the proximity of the Premises. In no event shall the Base Rent for the Extension Term be less than the Base Rent last payable under this Lease during the last full month prior to the commencement of the Extension Term. If Landlord and Tenant agree on the Base Rent for the Extension Term during the thirty (30) day period, they shall immediately execute an amendment to this Lease stating the Base Rent.

(ii) Selection of Appraisers. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term within the thirty (30) day period, then within fifteen (15) days after the expiration of the thirty (30) day period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in area in which the Premises is located to appraise and set the Base Rent during the Extension Term. If either Landlord or Tenant does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tenant as stated in this section, they shall meet promptly and attempt to set the Base Rent for the Extension Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications stated in this section within ten (10) days after the last day the two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the other party, can apply to the then president of the real estate board of Santa Clara County, or to the Presiding Judge of the Superior Court of Santa Clara County for, the selection of a third appraiser who meets the qualifications stated in this section. Landlord and tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either Landlord or Tenant.

(iii) Value Determined By Three (3) Appraisers. Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set the Base Rent for the Extension Term. If a majority of the appraisers is unable to set the Base Rent for within the stipulated period of time, Landlord's appraiser shall arrange for simultaneous exchange of written appraisals of the fair market rental value of the Premises from each of the appraisers and three (3) appraisals shall be added together and their total divided by three
(3); ninety five percent (95%) of the resulting quotient shall be the Base Rent for the Premises during the Extension Term. If, however, the low appraisal and/or the high appraisal are/is more than ten percent (10%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2); ninety five percent (95%) of the resulting quotient shall be the Base Rent for the Premises during the Extension Term. If both the low appraisal and the high appraisal are disregarded as stated in this Paragraph, ninety five percent (95%) of the middle appraisal shall be the Base Rent for the Premises during the Extension Term.

(iv) Notice to Landlord and Tenant. After the Base Rent for the Extension Term has been set, the appraisers shall immediately notify Landlord and Tenant, and Landlord and Tenant shall immediately execute an amendment to this Lease stating the Base Rent.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Lease effective as of the date first above written.

"LANDLORD"

VOIT MANAGEMENT COMPANY, L.P., as Agent for
THE PRUDENTIAL INSURANCE OF AMERICA
a New Jersey Corporation

By /s/ MARY E. DAVIS
   ---------------------------------------
Name Mary E. Davis
     -------------------------------------
Title Vice President
      ------------------------------------

"TENANT"

NETSCAPE COMMUNICATIONS CORPORATION,
a Delaware corporation

By /s/ PETER CURRIE
   ---------------------------------------
Name Peter Currie
     -------------------------------------
Title E.V.P., C.F.O.
      ------------------------------------

EXISTING SITE PLAN

SFWD Property

[DIAGRAM OF PREMISES]

645 Almanor Ave.
Sunnyvale, California

Exhibit A

LANDLORD:      THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
               a New Jersey corporation

TENANT:        NETSCAPE COMMUNICATIONS CORPORATION, a Delaware corporation

LEASE DATE:    November 1, 1996

PREMISES:      645 Almanor Avenue, Sunnyvale, California 94086

Pursuant to Section __ of the above-referenced Lease, the Commencement Date hereby is established as ______________________ .

TENANT:                                 LANDLORD:

NETSCAPE COMMUNICATIONS                 VOIT MANAGEMENT COMPANY, L.P., as
CORPORATION,                            Agent for THE PRUDENTIAL INSURANCE
a Delaware corporation                  OF AMERICA, a New Jersey corporation

By                                      By
   -------------------------------         ---------------------------------

Name                                    Name
     -----------------------------           -------------------------------

Title                                   Title
      ----------------------------            ------------------------------

LANDLORD:      THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
               a New Jersey corporation

TENANT:        NETSCAPE COMMUNICATIONS CORPORATION, a Delaware corporation

LEASE DATE:    November 1, 1996

PREMISES:      645 Almanor Avenue, Sunnyvale, California 94086

Pursuant to Section 4 of the above-referenced Lease, the Base Rent Commencement Date hereby is established as ______________________, and the Expiration Date is hereby established as ______________________ .

TENANT:                                 LANDLORD:

NETSCAPE COMMUNICATIONS                 VOIT MANAGEMENT COMPANY, L.P., as
CORPORATION,                            Agent for THE PRUDENTIAL INSURANCE
a Delaware corporation                  OF AMERICA, a New Jersey corporation

By                                      By
   -------------------------------         ---------------------------------

Name                                    Name
     -----------------------------           -------------------------------

Title                                   Title
      ----------------------------            ------------------------------

EXHIBIT C

ADA and HVAC Improvements

Within ninety (90) days after the Commencement Date, Tenant shall cause certain improvements shown on the report included as part of this Exhibit C as Schedule C-1 (the "ADA Improvements") and also certain improvements to be made to the heating, ventilation and air conditioning system servicing the Premises (the "HVAC Improvements") to be installed on the Premises in a good and workmanlike manner and in compliance with all laws. Landlord shall reimburse Tenant up to $47,500 for costs incurred by Tenant in installing the ADA Improvements and up to $75,000 for costs incurred by Tenant in installing the HVAC Improvements as follows. Upon completion of the ADA Improvements or the HVAC Improvements, as the case may be, Tenant shall submit to Landlord invoices and other reasonable substantiating documentation with respect to the cost of the completed improvements, and, within forty-five (45) days after Landlord's receipt thereof, Landlord shall pay to Tenant the amounts requested in the submitted invoices up to $47,500 with respect to the ADA Improvements and up to $75,000 with respect to the HVAC Improvements, provided that the following conditions have been satisfied: (1) on the date of such request, Tenant is not in default (beyond the applicable cure period specified in the Lease) of Tenant's obligations under the Lease; (2) the work and/or materials for which reimbursement is requested has been completed in a good and workmanlike manner and in compliance with all laws; (3) Tenant shall have delivered to Landlord such mechanic's lien waivers as Landlord may reasonably request to assure lien-free construction and completion of such improvements; and (4) there shall have been no mechanic's liens, recorded against the Premises in connection with such improvements. Notwithstanding that the actual cost of designing and installing the ADA Improvements and/or the HVAC Improvements may exceed the $47,500 or $75,000 amounts specified above, Landlord shall have no obligation to provide any additional funds for such excess costs or any other improvements related thereto or to otherwise make any improvements or modifications required under laws related to access for disabled persons or the heating, ventilation and air conditioning system.

 1.  Site Signs                              $   800.00
 2.  H/C Stall Restripping                   $   600.00
 3.  New H/C Stall Walkways                  $ 3,200.00
 4.  Overlay Pavement at North Exit          $   800.00
 5.  Storefront Doors                        $ 3,000.00
 6.  Add Ramp East Exit                      $ 2,000.00
 7.  Door Closer Adjustment                  $   500.00
 8.  Lever Door Hardware                     $ 6,000.00
 9.  Stair Handrails                         $ 7,500.00
10.  Restroom Doors (Walls)                  $ 3,500.00
11.  H/C Toilet Stalls                       $ 6,000.00
12.  Restroom Fixture & Accessories
     at Lobby                                $ 1,500.00
13.  Wrap Drains and Hotwater Supply         $   200.00
14.  Coffee Bars                             $ 3,600.00
15.  Lower Light Switch                      $ 5,000.00
16.  Ramp Railings                           $ 1,000.00
17.  Stair Door at 2nd Floor                 $ 1,200.00
18.  Remove Interior Door at East Exit       $   100.00
19.  Restroom Signage                        $ 1,000.00
                                             ----------
                    ESTIMATE                 $47,500.00

If you have any questions, please contact me.

Sincerely,

DENNIS KOBZA & ASSOCIATES, INC.

/s/ DONATO "VINCE" VINCENT
-----------------------------------
Donato "Vince" Vincent
Project Architect

EXHIBIT D

RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the Building without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of this rule.

2. Except as consented to in writing by Landlord or in accordance with Building standard improvements, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection with any window or exterior door or doors of the Premises. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises.

3. Tenant shall not obstruct any sidewalks, halls, lobbies, passages, exits, entrances, elevators or stairways of the Building. No tenant and no employee or invitee of any tenant shall go upon the roof the Building or make any roof or terrace penetrations.

4. If Tenant requires a burglar alarm, it shall first obtain, and comply with, Landlord's instructions for its installation.

5. Tenant shall not place a load upon any floor of the Premises which exceeds the maximum load per square foot which the floor was designed to carry and which is allowed by law. Tenant's business machines and mechanical equipment which cause noise or vibration which may be transmitted to the structure of the Building or to any space therein, and which is objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration.

6. Tenant shall not permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations. No animal, except seeing eye dogs when in the company of their masters, may be brought into or kept in the Building.

7. Tenant shall cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning and to comply with any governmental energy-saving rules, laws or regulations.

8. Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building.

9. Tenant shall close and lock the doors of its Premises, shut off all water faucets or other water apparatus and turn off all lights and other equipment which is not required to be continuously run. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Building or Landlord for noncompliance with this Rule.

10. The toilet rooms, toilet, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be placed therein. The expense of any breakage, stoppage or damage resulting from any violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it.

11. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

12. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair, or be responsible for the cost of repair of any damage resulting from non-compliance with this Rule.

13. Canvassing, soliciting and distributing handbills or any other written material and peddling in the Building are prohibited, and each tenant shall cooperate to prevent these activities.

14. Tenant shall store all its trash and garbage in a separate designated area. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary customary manner

of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.

15. Use by Tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages and microwaving food shall be permitted, provided that the equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

16. Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant, except as Tenant's address, without the written consent of Landlord.

17. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. Tenant shall be responsible for any increased insurance premiums attributable to Tenant's use of the Premises, Building or Property.

18. Tenant assumes any and all responsibility for protecting its Premises from theft and robbery, which responsibility includes keeping doors locked and other means of entry to the Premises closed.

19. Tenant shall not use the Premises, or suffer or permit anything to be done on, in or about the Premises, which may result in an increase to Landlord in the cost of insurance maintained by Landlord on the Building and Common Areas.

20. Tenant shall not park its vehicles in any parking areas designated by Landlord as areas for parking by visitors to the Building or other reserved parking spaces. Tenant shall not leave vehicles in the Building parking areas overnight, nor park any vehicles in the Building parking areas other than automobiles, motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks. Tenant, its agents, employees and invitees shall not park any one (1) vehicle in more than one (1) parking space.

21. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no waiver by Landlord shall be construed as a waiver of the Rules and Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing the Rules and Regulations against any or all of the tenants of the Building.

22. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building.

23. Landlord reserves the right to make other reasonable Rules and Regulations as, in its judgment, may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

24. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees, and guests.

Final Report Asbestos Removal Project.       9/28 - 11/15/87
Gisson Technical Services

Result of Soil and Groundwater Sampling.     1/6/96
645 & 675 Almanor Ave. Sunnyvale, CA
Geraghty & Miller Inc.

Combined Quarterly Extraction and Treatment System Monitoring Report. 6/1/91 - 8/31/91
Levine & Fricke

Quarterly Report of Hydrogeologic Investigations. 1/31/89 Levine & Fricke

Quarterly Monitoring Report Extraction and Treatment System. 6/1 - 8/31/88 Levine & Fricke

Combined Monthly Extraction and Treatment System Report on Effectiveness of the Extraction and Treatment System. 1/29/88 Levine & Fricke

Joint Quarterly Groundwater Monitoring Report. 3/88 Sampling Program, North Pastoria/Almanor Ave. Brown & Caldwell

Litronix/Micreal Site Investigation, Results of phase IV. 4/1/87 Extended Offsite Hydrogeologic Investigation and Proposed Groundwater Extraction System.
Levine & Fricke

Letter from Litton Applied Technology to Ron Starichs, Fire Prevention Bureau dated September 2, 1987

October 31, 1996

Netscape Communications Corporation
501 East Middlefield Road
Mountain View, CA 94043

Re: Lease Between The Prudential Insurance Company of America
("Landlord") and Netscape Communications Corporation ("Tenant")
Dated October 11, 1996 (the "Lease")

Ladies and Gentlemen:

Landlord and Tenant are parties to the Lease referenced above for the Premises located at 645 Almanor Avenue, Sunnyvale, California. Capitalized terms are used in this letter as such terms are defined in the Lease. This letter shall be deemed an addendum to the Lease and the Lease is incorporated herein by this reference.

Tenant intends to install a passenger elevator (the "Elevator") in the Premises. The design and installation of the Elevator shall be considered an alteration under the Lease, except that Tenant shall not be required to remove the Elevator upon the expiration or earlier termination of the Lease. Subject to the conditions specified below, Landlord has agreed to reimburse Tenant for fifty percent (50%) of the Approved Elevator Cost. As used herein, the term "Approved Elevator Cost" shall mean the cost of the design, purchase, and installation of the Elevator which has been approved in writing by Landlord. Tenant shall obtain at least two (2) competitive bids for the design and installation of the Elevator and shall submit such bids to Landlord for approval. Landlord shall reimburse Tenant for fifty percent (50%) of the Approved Elevator Cost, upon (i) completion of the Installation of the Elevator in accordance with the design, plans, and specifications approved by Landlord, and (ii) delivery to Landlord of such lien releases as Landlord may reasonably request to assure that all contractors, subcontractors, and materialmen with rights to record a lien against the Building have released such lien rights. Tenant shall maintain and repair the Elevator in good condition and repair at Tenant's sole cost and expense.

As modified by this letter, the Lease is hereby ratified and shall remain in full force and effect.

Please confirm your agreement with this letter by signing as indicated below.

Very truly yours,

VOIT MANAGEMENT COMPANY, L.P.,
as Agent for PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation

By /s/ MARY E. DAVIS
   -------------------------------

Name   Mary E. Davis
     -----------------------------

                                    Title  Vice President
                                          ----------------------------


Accepted and Agreed:

NETSCAPE COMMUNICATIONS CORPORATION,
a Delaware corporation


By /s/ PETER CURRIE
   ------------------------------

Name   Peter Currie
     ----------------------------

Title  E.V.P., CFO
      ---------------------------

EXHIBIT B

SUBLEASED PREMISES

EXHIBIT 10.5

FIRST AMENDMENT TO SUBLEASE

THIS FIRST AMENDMENT (this "Amendment"), is entered into this __ day of October, 1999, by and between Netscape Communications, Inc. ("Netscape") and Marvell Semiconductor, Inc. ("Subtenant").

Recitals

WHEREAS, Netscape currently leases certain premises consisting of approximately 132,000 square feet of space located at 645 Almanor, Sunnyvale, California (the "Premises"), pursuant to that certain Lease dated November 1, 1996, between Netscape and The Prudential Insurance Company of America ("Landlord");

WHEREAS, Netscape and Subtenant entered into that certain Sublease dated as of October 1998 (the "Sublease"), which provided for Netscape leasing approximately 35,842 rentable square feet of the Premises to Subtenant; and

WHEREAS, Subtenant desires to lease additional space of the Premises from Netscape and Netscape has agreed to lease such space to Subtenant; pursuant to the terms and conditions hereof, as well as to correct the legal name of Netscape.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Netscape and Subtenant covenant and agree as follows:

1. In the introduction paragraph of the Sublease, delete "Netscape Communications, Inc.," and replace it with "Netscape Communications Corporation," the correct legal name of Netscape.

2. Additional Subleased Premises. Section 1 of the Sublease is hereby amended by adding the following language to the end of the Section:

On and subject to the terms and conditions contained herein, as amended, Netscape hereby agrees to lease to Subtenant, and Subtenant hereby agrees to lease from Netscape, an additional 30,607 rentable square feet of space in the Premises, as indicated on Exhibit C attached hereto and incorporated herein by this reference (the "Additional Subleased Premises").

3. Additional Rent. As of the date hereof, Subtenant's pro rata share of Building Operating Expenses (as defined in the Sublease) shall be 50.3%. Additional Rent shall be paid by Subtenant in accordance with the terms and provisions of Section 4(ii) of the Sublease, as amended.

4. Term. Section 2 of the Sublease is hereby amended by adding the following language to the end of the Section:

The term for the Additional Subleased Premises shall commence on November 1, 1999 (the "Additional Subleased Premises Commencement Date"), provided Netscape has obtained the consent of the Landlord, and shall expire on February 15, 2002, unless sooner terminated pursuant to any provisions hereof.

5. Rent.

(a) The first sentence of Section 4(a)(i) of the Sublease is hereby amended by adding "for the Subleased Premises" after "Monthly base rent," and changing ("Base Rent") to ("Subleased Premises Base Rent").

(b) Section 4(a) is hereby amended by adding the following subsection (iii):

(iii) Base Rent for Additional Subleased Premises: Subtenant shall pay Netscape monthly base rent for the Additional Subleased Premises (the "Additional Subleased Premises Base Rent") in the following amounts:

Month                    Monthly Base Rent

01-12                    $1.45/rentable square foot
13-24                    $1.50/rentable square foot
25-end                   $1.55/rentable square foot

6. Condition of Additional Subleased Premises. Section 6 of the Sublease is hereby amended by adding the following language to the end of the Section:

Subtenant has used due diligence in inspecting the Additional Subleased Premises and agrees to accept the Additional Subleased Premises in "as-is" condition and with all faults as of the Additional Subleased Premises Commencement Date, without any representation or warranty of any kind or nature whatsoever, or any obligation on the part of Netscape to modify, improve or otherwise prepare the Additional Subleased Premises for Subtenant's occupancy, and by entry hereunder, Subtenant accepts the Additional Subleased premises in their present condition and without representation or warranty of any kind by Netscape. Subtenant hereby expressly waives the provisions of Section 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and all rights to make repairs at the expense of Netscape as provided in Section 1942 of said civil code.

7. First Right to Negotiate. In the event that any space on the first floor of the Premises becomes or is reasonably anticipated to become vacant during the Term of this Sublease, Netscape shall notify Subtenant of the availability of such space. Provided that (i) a default does not exist under this Sublease, (ii) no event has occurred which with the passage of time or the giving of notice (or both) would be deemed a default if not cured in the applicable cure period, and (iii) Subtenant provides written notice to Netscape, within ten (10) days after receipt of Netscape's notice, of Subtenant's election to expand the Subleased Premises in the available space, Subtenant shall have the first right to negotiate for such space for a period of twenty (20) days after Netscape's notice. If Netscape and Subtenant do not agree on the terms for the sublease of such space within such twenty (20) day period, Subtenants's right to first negotiate with respect to such space shall terminate and Netscape shall have the right to sublease such space to any other person or entity upon any terms and conditions which Netscape desires, in its sole discretion. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have any such first right to negotiate a lease of any space that is currently vacant ("Initial Space") until after such Initial Space becomes available for lease following the expiration or earlier termination of an initial lease of such Initial Space.

8. Demising Wall. Subject to Landlord's consent to the removal of such demising wall, Netscape hereby agrees to pay one-half of the cost of removing the demising wall in the Additional Subleased Premises, as shown on Exhibit D attached hereto and incorporated herein by this reference, with Subtenant. Notwithstanding the foregoing, in no event shall Netscape's share of such costs exceed $6,425.00. Upon completion of such work, Subtenant shall submit a proper invoice to Netscape for payment of Netscape's share of such work, which invoice shall include documentation providing Netscape with the names and addresses of all contractors, subcontractors and materialmen who provided labor and materials in connection with this work, final lien waivers from all such contractors, subcontractors and materialmen covering all work and materials in connection with this work, and proof of all required inspections and issuance of any required approvals and sign-offs by public authorities, if necessary.

9. During the term hereof, Subtenant shall have the right to use the elevator located in the Subleased Premises. Netscape shall be responsible for the repair and maintenance of the elevator. Subtenant shall be responsible for all costs and expenses incurred by Netscape in connection with the repair and maintenance of the elevator. Such expenses shall be billed by Netscape to Subtenant and paid by Subtenant as Additional Rent, in accordance with Section 4(a)(ii) of the Sublease.

10. Netscape shall have the right to enter into the Subleased Premises for any reason whatsoever, upon reasonable notice to Subtenant. In the event of an

emergency, Netscape shall immediately be permitted to enter into the Subleased Premises.

11. Except as provided for in this Amendment, all references in the Sublease to Subleased Premises, shall include both the Subleased Premises and the Additional Subleased Premises.

12. Except as modified hereby, all terms and conditions of the Sublease remain in full force and effect.

13. No Broker. Netscape and Subtenant each represent and warrant that they have dealt with no broker in connection with this Amendment and the transactions contemplated hereby, except Cornish & Carney Commercial. Each party shall indemnify, protect and hold the other party harmless from all costs and expenses (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty.

IN WITNESS WHEREOF, the parties have executed this Amendment as the date first written above.

NETSCAPE:                                 SUBTENANT:

NETSCAPE COMMUNICATIONS                   MARVELL SEMICONDUCTOR,
CORPORATION                               INC.



By:                                       By: /s/ GORDON M. STEEL
   ---------------------------               ---------------------------
   Name:                                     Name:  Gordon M. Steel
   Title:                                    Title: Vice President

EXHIBIT 10.6

MARVELL TECHNOLOGY GROUP, LTD.

INVESTORS RIGHTS AGREEMENT

This Investors Rights Agreement (the "Agreement") is made as of September 10, 1999 by and among Marvell Technology Group, Ltd., a Bermuda corporation (the "Company"), the undersigned purchasers of Series A Preferred Stock of the Company (the "Series A Purchasers"), the undersigned purchasers of Series B Preferred Stock of the Company (the "Series B Purchasers"), the undersigned purchasers of Series C Preferred Stock of the Company (the "Series C Purchasers"), the undersigned Purchasers of the Series D Preferred Stock (the "Series D Purchasers") and the undersigned Purchasers of the Series E Preferred Stock (the "Series E Purchasers") (the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers, the Series E Purchasers and GBC Venture Capital, Inc. ("GBC"), an affiliate of General Bank, being hereinafter referred to individually as a "Purchaser" and together, along with such additional parties as are hereafter deemed Purchasers pursuant to
Section 8 hereof, as the "Purchasers"), and Weili Dai, Pantas Sutardja and Sehat Sutardja (individually, a "Founder" and collectively, the "Founders").

RECITALS

A. The Company and the Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers are parties to the certain Registration and Information Rights Agreement, dated as of December 10, 1997 (the "Prior Agreement") pursuant to which the Company granted certain registration and other rights to the Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers;

B. The Company, the Founders, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers are parties to that certain Shareholders Agreement, dated December 10, 1997 (the "Prior Shareholders Agreement") pursuant to which the Company granted certain rights of first refusal to the Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers;

C. The Series E Purchasers and the Company have entered into or concurrently herewith are entering into a Series E Preferred Stock Purchase Agreement (the "Series E Purchase Agreement"), pursuant to which such Series E Purchasers are purchasing from the Company shares of the Series E Preferred Stock;

D. The obligations of the Company and such Series E Purchasers under the Series E Purchase Agreement are conditioned, among other things, upon the execution and delivery of this Agreement by the Company, the Founders, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers and the Series E Purchasers; and

E. The Company and GBC entered in to that certain Loan and Security Agreement, dated May 21, 1998, as amended by the First Amendment to Loan and Security Agreement,

dated June __, 1999 (the "General Bank Agreement"), pursuant to which the Company issued to GBC a warrant to purchase up to 45,000 shares of Series D Preferred Stock (the "General Bank Series D Warrants") and to GBC a warrant to purchase up to 15,000 shares of Common Stock (the "General Bank Common Warrants");

F. The Series E Purchasers and GBC desire to be granted the rights set forth herein relating to registration rights and the Company, the Founders, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers desire that this Agreement supersede and cancel the Prior Agreement relating to registration and information rights and the Prior Shareholders Agreement relating to the right of first refusal on new issuances by the Company;

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the Company, the Founders, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers, the Series E Purchasers and GBC agree as follows:

SECTION 1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms shall have the following respective meanings:

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

"Conversion Stock" means the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred (including the Series C Preferred and Series D Preferred issuable upon exercise of outstanding warrants to purchase Series C Preferred and Series D Preferred) and the Common Stock issued or issuable pursuant to the conversion of the Series A Preferred, Series B Preferred, Series C Preferred, or Series D Preferred.

"General Meeting" shall mean any general meeting of the shareholders of the Company.

"Holders" shall mean (i) the Purchasers for so long as Purchasers hold Conversion Stock or Registrable Securities, (ii) the Founders for so long as the Founders hold Registrable Securities, (iii) GBC, and (iv) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 5.9 hereof.

"Initiating Holders" shall mean any holder or holders of more than 25% of the Series A Preferred, Series B Preferred, the Series C Preferred and Series D Preferred (and Registrable Securities issued upon conversion thereof) voting as a single class.

"Series A Preferred" shall mean the Series A Preferred Stock of the Company issued pursuant to the Series A Preferred Stock Purchase Agreement, dated April 26, 1995.

"Series B Preferred" shall mean the Series B Preferred Stock of the Company issued pursuant to the Series B Preferred Stock Purchase Agreement, dated October 19, 1995.

"Series C Preferred" shall mean the Series C Preferred Stock of the Company issued pursuant to the Series C Preferred Stock Purchase Agreement, dated September 12, 1996 and the Series C Preferred Stock Purchase Agreement, dated November 4, 1996.

"Series D Preferred" shall mean the Series D Preferred Stock of the Company issued pursuant to the Series D Preferred Stock Purchase Agreement and the General Bank Series D Warrant.

"Series E Preferred" shall mean the Series E Preferred Stock of the Company issued pursuant to the Series E Preferred Stock Purchase Agreement.

"Registrable Securities" means (i) shares of Common Stock of the Company issued or issuable in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issuable with respect to the Conversion Stock, (ii) shares of Common Stock which are Conversion Stock, (iii) shares of Common Stock issuable upon exercise of the General Bank Common Warrant and (iv) shares of Common Stock which are held by the Founders; provided, however, that shares of Conversion Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.

The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

"Registration Expenses" shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Sections 5.1, 5.2 and 5.3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) and the reasonable fees and disbursements of one counsel for all Holders as appointed by the Holders (other than the Founders).

"Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 3 hereof.

"Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

"Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and, except as set forth under "Registration Expenses", all reasonable fees and disbursements of counsel for any Holder.

SECTION 2. RESTRICTIONS ON TRANSFERABILITY. The Conversion Stock and any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of any such shares held by such Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

SECTION 3. RESTRICTIVE LEGEND. Each certificate representing (i) the Conversion Stock and (ii) any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

Each Purchaser and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement.

SECTION 4. NOTICE OF PROPOSED TRANSFERS. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership,

(ii) in transactions involving the distribution without consideration of Restricted Securities by any Purchaser to any of its partners, or retired partners, or to the estate of any of its partners or retired partners,
(iii) in transactions involving the transfer without consideration of Restricted Securities by a Purchaser during his or her lifetime by way of gift or on death by will or intestacy, or (iv) in transactions in compliance with Rule 144), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at such holder's expense, by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or
(ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such holder and the Company, such legend is not required in order to establish compliance with any provision of the Securities Act.

SECTION 5. REGISTRATION.

5.1 REQUESTED REGISTRATION.

(a) In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to shares of Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, of ten million dollars ($10,000,000), the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders, except for the Founders, who shall not be entitled to registration in this Section 5.1; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in

such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company.

(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.1:

(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(ii) Prior to the earlier to occur of: (x) July 31, 1991 and (y) six months after the effective date of the Company's first registered public offering of shares of its Common Stock;

(iii) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six
(6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(iv) After the Company has effected two such registrations pursuant to this subparagraph 5.1(a), and such registrations have been declared or ordered effective and remains effective until the earlier to occur of (x) 90 days or (y) the sale all the securities offered pursuant to each such registration;

(v) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right for more than 90 days in any one year period.

(vi) If such registration, qualification or compliance is proposed to be part of a firm commitment underwritten public offering with underwriters not reasonably acceptable to the Company.

Subject to the foregoing clauses (i) through (vi), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

(c) Underwriting. In the event of a registration statement pursuant to Section 5.1, the Company shall advise the Holders as part of the notice given pursuant to Section

5.1(a)(i) that the right of any Holder to registration pursuant to Section 5.1 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 5.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

5.2 COMPANY REGISTRATION.

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a registration in which the only equity security being registered is capital stock issuable upon conversion of convertible (or exchange of exchangeable) debt securities which are also being registered, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within twenty (20) days after receipt of such written notice from the Company, by any Holder.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein.

All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 5.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 25% of the Registrable Securities then held by each such Holder provided that in each such case, no shares held by any Holder other than the Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares.

If any of the Holders disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

5.3 REGISTRATION ON FORM S-3

(a) If any of the Holders (excluding the Founders) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities

to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 5.3 in any six (6) month period. The Company shall inform other Holders (excluding the Founders) of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3.

(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.3:

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(ii) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities);

(iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six
(6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iv) if the Company shall furnish to such Holder or Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder or Holders, provided that the Company may not exercise this deferral right for more than 150 days in any one year period.

5.4 EXPENSES OF REGISTRATION. All registration Expenses incurred in connection with (i) the two registrations pursuant to Section 5.1, (ii) all registrations pursuant to Section 5.2, and (iii) three registrations pursuant to Section 5.3 shall be borne by the Company

Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses shall be borne by the Holders of such securities pro rata on the basis of the number of shares so registered.

5.5 REGISTRATION PROCEDURES. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each of the Holders advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:

(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred twenty (120) days or until the distribution described in the registration statement has been completed, whichever first occurs;

(b) furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities.

5.6 INDEMNIFICATION.

(a) The Company will indemnify each Holder of securities, each of its officers, directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, (commenced or threatened), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such Holder, each of its officers, directors, general partners and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Holder, controlling person or underwriter specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at

the time the registration statement becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of: (1) any Holder, (i) if there is no underwriter, and a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage (to the extent that such Holder was obligated by law to provide a copy of the Final Prospectus to such person), or (ii) to the extent that such untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; or (2) any underwriter, (i) if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage, or (ii) to the extent that such untrue statement, alleged untrue statement, omission or alleged omission is made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by such underwriter and stated to be specifically for use therein.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation (commenced or threatened), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection 5.6(b) shall be limited in an amount equal to the net proceeds received by such Holder from the sale of shares in such registration, unless such liability arises out of or is based on willful misconduct by such Holder.

(c) Each party entitled to indemnification under this Section
5.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and provided further that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

5.7 INFORMATION BY HOLDERS. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

5.8 RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration, after such time as public market exists for the Common stock of the Company, the Company agrees to use all reasonable efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (at any time after it has become subject to such reporting requirements); and

(c) So long as any of the Holders own any Restricted Securities, to furnish to such Holders forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange Act of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most

recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as such Holders may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holders to sell any such securities without registration.

5.9 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to register securities granted to the Holders under Sections 5.1, 5.2 and 5.3 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Purchaser or Founder only if such transferee or assignee, as appropriate, acquires at least 50,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of the Company's Common Stock or Conversion Stock, provided written notice thereof is promptly given to the Company and the transferee agrees to be bound by the provisions of this Agreement. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned to any constituent partner or retired partner of a Holder which is a partnership, or an affiliate of a Holder which is a corporation, or a family member or trust for the benefit of a Holder who is an individual, provided written notice thereof is promptly given to the Company and the transferee agrees to be bound by the provisions of this Agreement.

5.10 TERMINATION OF REGISTRATION RIGHTS. The rights granted pursuant to Sections 5.1, 5.2 and 5.3 of this Agreement shall terminate on the five year anniversary of the Company's initial public offering pursuant to an effective registration statement under the Securities Act, or as to any Holder at such time as the Company has registered its shares of Common Stock under the Securities Exchange Act of 1934, as amended, and such Holder is able to sell all such Registrable Securities as are held by such Holder under Rule 144 promulgated under the Securities Act within a 90-day period.

SECTION 6. FINANCIAL INFORMATION AND INSPECTION RIGHTS.

(a) The Company will provide the following reports and rights to each Purchaser for so long as such Purchaser continues to hold at least 75,000 shares of Conversion Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like):

(i) As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter and at least seven days prior to any to any General Meeting at which the Financial Information (as defined below) is to be considered, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of operations and consolidated statements of cash flows and shareholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company (the "Financial Information"), and a capitalization table in reasonable detail for such fiscal year;

(ii) As soon as practicable after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company and in any event within 60 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the

end of each such quarterly period, and consolidated statements of operations and, to the extent prepared for the Board of Directors of the Company, consolidated statements of cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles (other than for accompanying notes), subject to changes resulting from year-end audit adjustments, in reasonable detail and signed by the principal financial or accounting officer of the Company;

(iii) The Company shall permit each Purchaser, at such Purchaser's expense, to visit and inspect the Company's properties, to examine its books of account and records, and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by such Purchaser; provided, however, that the Company shall not be obligated pursuant to this clause (iii) to provide access to any information that it reasonably considers to be a trade secret or similar confidential information.

(b) The rights granted pursuant to Section 6 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Purchaser only if such transferee or assignee, as appropriate, acquires at least 50,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of the Company's Conversion Stock, provided written notice thereof is promptly given to the Company. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned to any constituent partner or retired partner of a Holder which is a partnership, or an affiliate of a Holder which is a corporation, or a family member or trust for the benefit of a Holder who is an individual, provided written notice thereof is promptly given to the Company.

(c) Each of the Purchasers acknowledge and agree that any information obtained pursuant to this Section 6 which may be considered "inside" non-public information will not be utilized by any Purchaser in connection with purchases or sales of the Company's securities except in compliance with applicable state and federal securities laws.

(d) The covenants set forth in this Section 6 shall terminate and be of no further force or effect upon the consummation of a firm commitment underwritten public offering or at such time as the Company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, whichever shall occur first.

SECTION 7. RIGHT OF FIRST REFUSAL ON COMPANY ISSUANCES

7.1 RIGHT OF FIRST REFUSAL. The Company hereby grants to each Purchaser who continues to hold not less than 150,000 shares of Preferred Stock (or shares of Common Stock issued upon conversion of such Preferred Stock, the "Conversion Stock") of the Company a right of first refusal ("Right of First Refusal") to purchase such Shareholder's Pro Rata Share (as defined in Section 7.2 hereof) of any New Securities (as defined in Section 7.3 hereof) which the Company may, from time to time, propose to issue and sell.

7.2 PRO RATA SHARE. Each Shareholder's "Pro Rata Share", for purposes of this Article 1, is equal to the fraction obtained by dividing (a) the sum of the total number of shares of any (i) Common Stock, (ii) Common Stock issuable upon conversion of any Preferred Stock and

(iii) Common Stock issuable upon exercise of any options or warrants then held by such Purchaser by (b) the sum of the total number of shares of (i) Common Stock, (ii) Common Stock issuable upon the conversion of Preferred Stock and
(iii) Common Stock issuable upon any exercise of any options or warrants of the Company then outstanding.

7.3 "NEW SECURITIES". Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether or not now authorized, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock and securities of any type whatsoever that are, or may by their terms become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" do not include securities issued or issuable (i) upon the conversion of Preferred Stock, (ii) to employees, officers, directors and consultants of the Company pursuant to any one or more employee stock incentive plans or agreements approved by the Company's Board of Directors up to 6,475,000 shares (as appropriately adjusted for any recapitalizations, combinations, stock dividends, subdivisions or split-ups), (iii) pursuant to commercial transactions approved by the Company's Board of Directors including, but not limited to, equipment leases or bank lines of credit, provided that the specific issuance is approved by the Board and do not exceed in the aggregate 150,000 shares of capital stock (as appropriately adjusted for any recapitalizations, combinations, stock dividends, subdivisions or split-ups), (iv) as a dividend or distribution on, or in connection with a split of, any of the capital stock or the Company, (v) in connection with a recapitalization or reorganization of the Company, relating to the Company's merger with or acquisition of another corporation or other entity or (vi) pursuant to a registered public offering of shares of the Company's Common Stock pursuant to an effective registrations statement under the Securities Act of 1933, as amended, with an aggregate offering price to the public of not less than $10,000,000 and a per share public offering price of not less than $13.00 (as appropriately adjusted for any recapitalizations, combinations, stock dividends, subdivisions or split-ups) (a "Qualifying Offering").

7.4 PROCEDURE.

(a) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice (the "Company Notice") of its intention, describing the amount and type of New Securities to be issued, and the price and terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of the Company Notice to exercise such Purchaser's Right of First Refusal to purchase up to such Purchaser's respective Pro Rata Share of such New Securities for the price and upon the terms specified in the Company Notice by delivering written notice (the "Right of First Refusal Election Notice") to the Company and stating therein the quantity of New Securities to be purchased.

(b) Settlement for the New Securities to be purchased by the Purchasers pursuant to this Section 7.4 shall be made in cash within twenty
(20) days from the Purchasers' deemed date of receipt of the Company Notice; provided, however, that if the terms of payment for the New Securities specified in the Company Notice were for other than cash against delivery or promissory notes payable over time, each Purchaser shall pay in cash to the Company the fair

market value of such consideration as mutually agreed upon the Company and a majority of the Purchasers who elect to purchase New Securities or, if no such agreement is reached, as determined by an investment banking firm mutually acceptable to the Company and a majority of the Purchasers who elect to purchase New Securities, which appraisal shall be final, within five (5) days of such determination if such determination is made after fifteen (15) days following receipt of the Company Notice.

(c) In the event that the Purchasers have not elected to purchase all of the New Securities within the applicable period of either fifteen (15) days after the deemed receipt of Company Notice pursuant to clause
(a) above or within five (5) days after such determination of fair market value pursuant to clause (b) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by a Purchaser at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company Notice. In the event the Company has not sold some or all of the New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any unsold New Securities without first offering such securities to the Purchasers in the manner provided above.

(d) If any Purchaser shall have failed to deliver to the Company its Right of First Refusal Election Notice within the time period described in this Section 7.4, such Shareholder shall be deemed to have waived its Right of First Refusal.

7.5 WAIVER OF RIGHT OF FIRST REFUSAL. The Right of First Refusal may be waived as to any given issuance of New Securities on behalf of all Purchasers, by Purchasers holding not less than a majority of the shares of Common Stock and Preferred Stock then held by all Purchasers or their permitted assignees or transferees.

7.6 FEES AND EXPENSES OF VALUATION OF NEW SECURITIES. The fees and expenses of any investment banking firm retained in connection with the determination of the fair market value of the consideration to be paid for the New Securities pursuant to Section 7.4(a) shall be borne proportionately by the Company and each Purchaser who exercises such Purchaser's Right of First Refusal to purchase New Securities according to the relative number of the New Securities, if any, actually (i) sold by the Company to a third party and (ii) purchased by such Purchaser from the Company.

7.7 COMPANY RIGHT TO TERMINATE ISSUANCE OF NEW SECURITIES. Notwithstanding the foregoing, the Company may in its sole discretion terminate any proposed issuance of New Securities in respect of which the Company has given Company Notice, at any time prior to the consummation thereof. The foregoing provision shall apply even in the event one or more Purchasers shall have exercised their Rights of First Refusal hereunder; provided, however, that no New Securities shall then have been issued.

7.8 RIGHT OF FIRST REFUSAL PROVISIONS OF PRIOR SHAREHOLDERS AGREEMENT
SUPERSEDED AND CANCELED. The Company, the Founders and each of the Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers who are parties to this Agreement and to the Prior Shareholders Agreement hereby agree that the provisions of this

Section 7 supersede and cancel the right of the first refusal provisions of Article I of the Prior Shareholders Agreement.

SECTION 8. STANDOFF AGREEMENT. In connection with any public offering of the Company's securities in connection with an effective registration statement under the Securities Act, each Holder agrees, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty (180) days for the Company's initial public offering registration and not to exceed ninety (90) days, in the case of any subsequent registration (or such lesser period as officers, directors or 1% shareholders of the voting power of the Company are so restricted with respect to the transfer of shares of capital stock of the Company held by them) after the effective date of the registration statement relating thereto provided that, should the underwriters release from such transfer restriction shares held by any officer, director or 1% shareholder, then such Holder shall similarly be released from such restriction. Each of the Purchasers and each Holder agrees that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this
Section 8.

SECTION 9. ADDITIONAL PARTIES. The parties hereto agree that additional holders of Series E Preferred Stock of the Company may, with the consent only of the Company, be added as parties to this Agreement with respect to any or all securities of the Company held by them, and shall thereupon be deemed for all purposes "Purchasers" hereunder; provided, however, that from and after the date of this Agreement, the Company shall not without the prior written consent of each Purchaser, enter into any agreement with any holder or prospective holder of any securities of the Company providing for the grant to such holder of rights superior to those granted herein. Any such additional party shall execute a counter-part of this Agreement, and upon execution by such additional party and by the Company, shall be considered a Purchaser for purposes of this Agreement.

SECTION 10. AMENDMENT. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of each of: (i) the Founders and (ii) the Holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred, voting together as a single class; provided that, subject to the provisions of Section 8 hereof, no such amendment shall impose or increase any liability or obligation or impair any right of a Holder without the consent of such holder. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Holder of Registrable Securities at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities, and the Company.

SECTION 11. GOVERNING LAW. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the internal laws of Bermuda.

SECTION 12. ENTIRE AGREEMENT. This Agreement constitutes the full and entire understanding and agreement between the parties hereto regarding the matters set forth herein, and supersedes in their entirety all prior agreements and understandings among the parties relative to the subject matter hereof. Upon execution of this Agreement by the parties required to amend the Prior Agreement, the Prior Agreement shall be rendered null and void and be of no further force or effect. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the successors, assigns, heirs, executors and administrators of the parties hereto.

SECTION 13. NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3) days after deposit with the United State mail, by registered or certified mail, postage prepaid, addressed (a) if to a Purchaser, at the address of such Purchaser set forth on Exhibit A hereto, as it may be amended from time to time, or at such other address as the Purchasers shall have furnished to the Company in writing in accordance with this Section 13, if to General Bank or GBC, at the address set forth on the General Bank Agreement, (b) if to a Founder, at the address of such Founder set forth on Exhibit A to the Prior,
(c) if to any other holder of Conversion Stock, at such address as such holder shall have furnished the Company in writing in accordance with this Section 13, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder thereof who has so furnished an address to the Company, or (d) if to the Company, at its principal office, or that of Marvell Semiconductor, Inc., its subsidiary, with a copy addressed to Venture Law Group, Professional Corporation, 2775 Sand Hill Road, Menlo Park, California, 94025, to the attention of Tae Hea Nahm, Esq.

SECTION 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Signature pages follow]

The foregoing agreement is hereby executed as of the date first above written.

"COMPANY"

MARVELL TECHNOLOGY GROUP, LTD.
a Bermuda corporation

SIGNATURE PAGE TO REGISTRATION AND INFORMATION RIGHTS AGREEMENT