Exhibit 10.1
MARVELL
SEVERANCE
AGREEMENT
This Severance Agreement (the “Agreement”) is made and entered into by and between Willem Meintjes (the
“Employee”) and Marvell Semiconductor, Inc. (the “Company”), effective on the last date signed below.
RECITALS
The Company believes that it is imperative to provide the Employee with certain severance benefits upon certain terminations of
employment. These benefits will provide the Employee with enhanced financial security and incentive and encouragement to remain with the Company.
Certain capitalized terms used in the Agreement are defined below.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1.
Term of Agreement
.
This Agreement shall terminate upon the later of (i) January 1, 2022 or (ii) if Employee is terminated involuntarily by Company without Cause prior to January 1, 2022, the date that all of the obligations of the parties hereto
with respect to this Agreement have been satisfied.
2.
At-Will
Employment
. The Company and
the Employee acknowledge that the Employee’s employment is and shall continue to be
at-will,
as defined under applicable law, except as may otherwise be specifically provided by applicable law or under
the terms of any written formal employment agreement or offer letter between the Company and the Employee (an “Employment Agreement”). This Agreement does not constitute an agreement to employ Employee for any specific time.
3.
Severance Benefits.
(a) In the event the Employee is terminated involuntarily by Company without Cause, as defined below, or as a result of the Employee resigning
for Good Reason, as defined below, and provided the Employee executes and does not revoke a full release of claims with the Company (in a form satisfactory to the Company) (the “Release”), the Employee will be entitled to receive the
severance benefits set out in Section 3(b). “Cause” is defined as: (A) an act of dishonesty in connection with your job responsibilities; (B) conviction of, or plea of nolo contendere to, a felony or any crime involving
fraud, embezzlement or moral turpitude; (C) gross misconduct; (D) willful unauthorized use or disclosure of any proprietary information or trade secrets of the Company or Marvell Technology Group Ltd. (“Marvell”) or any other
party to whom the Company or Marvell owe an obligation of nondisclosure; (E) willful breach of any obligations under any written agreement with the Company or Marvell that is not cured within
10 days after your receipt of written notice from the Company specifying the breach; (F) willful refusal to cooperate in good faith with a governmental or internal investigation of the
Company, Marvell or their directors, officers or employees, if the Company or Marvell has requested your cooperation; or (G) failure to cure performance deficiencies within 10 days after receipt of notice of such deficiencies from the Company
(other than as a result of incapacity due to physical or mental illness);
(b)
Benefits Provided
. The Company shall provide the
following payments and benefits to the Employee upon termination of employment in accordance with Section 3(a):
(i) A cash payment
in a lump sum (less any withholding taxes) equal to 12 months of base salary (as in effect immediately prior to the termination); and
(ii) If the Employee, and any spouse and/or dependents of the Employee (“Family Members”) has coverage on the date of the
Employee’s employment termination under a group health plan sponsored by the Company, the Company will reimburse the Employee the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve (12) months following the Employee’s employment termination, provided that the Employee validly elects and is eligible to continue coverage under COBRA for
the Employee and his Family Members. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of
the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Employee a monthly payment in an amount equal to the monthly COBRA premium (on an
after-tax
basis) that the Employee would be required to pay to continue the group health coverage in effect on the date of the Employee’s termination of employment (which amount will be based on the premium for
the first month of COBRA coverage) for such twelve-month period, which payments will be made regardless of whether the Employee elects COBRA continuation coverage.
(c)
Release Effectiveness
. The receipt of any severance pursuant to Section 3(b) will be subject to Employee signing and not
revoking the Release and further subject to the Release becoming effective within sixty (60) days following Employee’s termination of employment (the “Release Deadline Date”).
(d)
Timing of Severance Payments
. Any cash severance payment to which Employee is entitled shall be paid by the Company to Employee in
a single lump sum in cash on the first Company payroll after the Release Deadline Date, subject to any delay required by Section 3(f).
(e)
Change of Control Benefits
. In the event the Employee receives severance and other benefits pursuant to a change in control
agreement that are greater than or equal to the amounts payable hereunder, then the Employee shall not be entitled to receive severance or any other benefits under this Agreement.
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(f)
Section 409A
.
(i) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to
death) or resignation, then the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A
(together, the “Deferred Compensation Separation Benefits”) that are payable within the first six (6) months following Employee’s termination of employment, will become payable on or within ten days following the first payroll
date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the
payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any payments delayed in
accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment
schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of
Section 1.409A-2(b)(2)
of the Treasury
Regulations.
(ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set
forth in
Section 1.409A-l(b)(4)
of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.
(iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to
Section 1.409A-l(b)(9)(iii)
of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.
“Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s taxable year preceding the Employee’s taxable
year of Employee’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1)
and any Internal Revenue Service guidance
issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.
(iv) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and
benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider
amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.
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4.
Successors
.
(a)
The Company’s Successors
. Any successor to the Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same
manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business
and/or assets which executes and delivers the assumption agreement described in this Section 4(a) or which becomes bound by the terms of this Agreement by operation of law. The term “Company” shall also include any direct or indirect
subsidiary that is majority owned by the Company or Marvell.
(b)
The Employee’s Successors
. The terms of this Agreement and
all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
5.
Notice
. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by
facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to Employee, at his or her last known residential address and (ii) if to the Company, at the address of its principal corporate offices
(attention: Secretary), or in any such case at such other address as a party may designate by ten (10) days’ advance written notice to the other party pursuant to the provisions above.
6.
Miscellaneous Provisions
.
(a)
No Duty to Mitigate
. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor
shall any such payment be reduced by any earnings that the Employee may receive from any other source.
(b)
Waiver
. No provision of
this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party
of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(c)
Headings
. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this
Agreement.
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(d)
Entire Agreement
. This Agreement constitutes the entire agreement of the parties
hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof; provided, however,
that any accelerated vesting related to termination of employment described in the Employment Agreement will continue to apply.
(e)
Choice of Law
. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. The Superior Court of Santa Clara County and/or the United States District Court for the
Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection with this Agreement.
(f)
Severability
. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
(g)
Withholding
. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.
(h)
Counterparts
. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company
by its duly authorized officer, as of the day and year set forth below.
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COMPANY
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MARVELL SEMICONDUCTOR, INC.
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By:
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/s/ Mitchell Gaynor
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Name:
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Mitchell Gaynor
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Title:
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Executive Vice President
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Date:
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December 9, 2016
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EMPLOYEE
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/s/ Willem Meintjes
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Name:
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Willem Meintjes
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Date:
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12/09/2016
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6
Exhibit 99.1
Marvell Technology Group Ltd. Announces Receipt of Chinese Regulatory Approval for Cavium Acquisition
SANTA CLARA, Calif. (June 28, 2018)
—Marvell (NASDAQ: MRVL), a leader in storage, networking, and connectivity semiconductor solutions,
today announced that China’s State Administration for Market Regulation has approved the company’s previously announced merger transaction with Cavium, Inc. The merger remains subject to customary closing conditions and Marvell currently
expects the merger to close in July 2018.
About Marvell
Marvell first revolutionized the digital storage industry by moving information at speeds never thought possible. Today, that same breakthrough innovation
remains at the heart of the company’s storage, networking, and connectivity solutions. With leading intellectual property and deep system-level knowledge, Marvell’s semiconductor solutions continue to transform the enterprise, cloud,
automotive, industrial, and consumer markets. To learn more, visit:
www.marvell.com
.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction
between Cavium and Marvell, including the anticipated timing of the closing of the transaction. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) uncertainties as to the timing of the
consummation of the transaction and the ability of each party to consummate the transaction, (ii) the failure to satisfy the conditions to the consummation of the transaction, (iii) the failure to realize the anticipated benefits of the
proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Cavium and Marvell, (iv) the effect of the announcement or pendency of the transaction on Cavium’s business relationships,
operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Cavium or Marvell and potential difficulties in Cavium employee retention as a result of the transaction, (vi) the
outcome of litigation and other legal proceedings against Cavium and/or Marvell or to which Cavium and/or Marvell become subject, and (vii) the ability of Marvell to successfully integrate Cavium’s
operations and product lines. The foregoing review of important factors should not be construed as exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Marvell and Cavium described in the “Risk Factors” section of their respective Annual Reports on
Form 10-K, Quarterly
Reports on
Form 10-Q and
other documents filed by either of them from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Marvell and Cavium
assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Marvell nor Cavium gives any assurance that either Marvell or Cavium will
achieve its expectations.
###
Marvell and
the M logo are registered trademarks of Marvell and/or its affiliates. Other names and brands may be claimed as the property of others.
For Further
Information Contact:
T. Peter Andrew
Vice President,
Treasury and Investor Relations
ir@marvell.com
(408)
222-0777