Form: SC TO-I

Tender offer statement by Issuer

December 16, 2008

Documents

Marvell
Confidential
©
2008
Stock Option Exchange Program
Education Session
Presenter –
December __, 2008
Exhibit (a)(1)(I)

2
Marvell
Confidential
©
2008
Introduction
Marvell
filed
Tender
Offer
documents
on
Tuesday,
December
16,
2008
with
the
SEC
to
open
a
stock
option
exchange
program
for
eligible employees
Why
is
Marvell
doing
this?
Stock
options
are
intended
to
align
employee
interests
with
shareholders
and
support
employee
retention
Due
to
a
market
downturn
and
other
macro-economic
factors,
many
of
our
employee’s
stock
options
are
underwater
(i.e.,
have
per
share
exercise
prices
substantially
higher
than
the
current
trading
price
of
Marvell’s
common
stock)
Management
and
the
Board
of
Directors
would
like
to
restore
the
incentive
and
retention
benefits
of
selected
equity
awards
This
presentation
will
provide
details
of
the
tender
offer
process
associated
with
the
exchange
and
explain
how
eligible
employees
can
participate

3
Marvell
Confidential
©
2008
Topics Covered
Eligibility
How will the tender offer work?
If I participate, what happens to my Options?
How do I participate?
What happens if I do not participate?
Important Disclosures

4
Marvell
Confidential
©
2008
Eligibility:
Who
can
participate
and
which
Options
are
affected?
Active
Employee
–
You
must
be
actively
employed
by
Marvell
at
the
start
and
at
the
end
of
the
tender
offer 
Executive
officers
and
members
of
the
board
of
directors
are
not
eligible
for
this
program
Plan
Limitation
-
Only
Options
granted
under
the
Marvell
1995
Stock
Option
Plan
are
eligible
for
the
exchange
Exercise
Price
Limitation
-
Only
Options
with
a
per
share
exercise
price
of
at
LEAST
$12.00
per
share
are
eligible.
This
measurement
is
done
on
a
grant
by
grant
basis

5
Marvell
Confidential
©
2008
How will the tender offer work?
Definition:
An
offer
by
Marvell
to
eligible
employees
to
“tender”
their
stock
options
during
a
specified
time
in
exchange
for
a
specified
number
of
restricted
stock
units
(RSUs)
based
on
predetermined
exchange
ratios
(or
cash
when
RSUs
to
be
received
are
RSUs
less
than
or
equal
to
150
shares)
By
replacing
the
equity
awards
that
have
exercise
prices
substantially
higher
than
the
current
stock
price
with
RSUs,
the
employee
now
has
something
which
will
always
have
value
in
exchange
for
something
that
likely
had
little
or
no
value
without
a
substantial
increase
in
the
stock
price
As
the
tender
offer
only
applies
to
certain
stock
options,
each
employee
may
have
some
awards
that
are
eligible
and
other
awards
that
are
not
eligible
for
the
program
Exchanged
options
are
on
a
grant
by
grant
basis
Employees
are
not
required
to
participate
in
the
tender
offer

6
Marvell
Confidential
©
2008
If I participate, what happens to my Options?
Tendered
Options
are
Cancelled
-
Those
options
that
you
tender
in
exchange
for
RSUs
will be cancelled
New
RSUs
Granted
-
Upon
the
completion
of
the
tender
offer,
if
you
are
an
active
employee,
you
will
receive
a
certain
amount
of
new
RSUs
based
on
an
exchange
ratio
as
defined
in
the
tender
offer
document.
The
higher
the
exercise
price
of
the
stock
option,
the
more
options
which
will
be
required
to
be
tendered
for
each
RSU
RSUs
Subject
to
Vesting
-
The
RSUs
to
be
issued
in
connection
with
the
tender
offer
will
contain
vesting
provisions
determined
based
on
the
percentage
of
shares
vested
of
the
tendered options:
No
new
RSUs
will
be
vested
on
the
date
of
grant
–
January
23,
2009*
If
75%
or
greater
of
the
shares
are
vested
of
the
tendered
option
at
the
end
of
the
tender
offer
–
the
new
RSUs
will
vest
over
2
years
(50%
on
each
anniversary
of
January
23,
2009)
If
less
than
75%
is
vested
–
the
new
RSUs
will
vest
over
3
years
(33%
on
each
1
yr
anniversary
of
January
23,
2009)
Employees
with
four
(4)
year
cliff
vesting
in
which
75%
or
greater
of
the
time
has
elapsed
since
the
grant
will
receive
two
(2)
year
vesting
*
(unless
you
are
an
eligible
employee
in
Canada,
the
Netherlands
or
Israel
and
vesting
of
a
portion
of
your
RSUs
maybe
necessary
to
cover
a
portion
of
your
tax
liability
at
grant
or
upon
exchange)
Cash
out
for
small
RSU
amounts
-
If
the
number
of
RSUs
to
be
received
for
any
option
grant
is
less
than
or
equal
to
150
shares,
you
will
receive
cash
instead
of
RSUs.
The
cash
payment
will
be
made
through
payroll

7
Marvell
Confidential
©
2008
Sample RSU Calculations
Number
of
RSUs
-
The
number
of
RSUs
that
you
receive
will
depend
on
the
exercise
price
of
your
exchanged
options
Please
note:
The
exchange
ratios
apply
to
each
of
your
award
grants
separately.
This
means
that
the
various
eligible
options
you
hold
may
be
subject
to
different
exchange
ratios
One
(1)
restricted
stock
unit
for
every
thirteen
point
two
(13.2)
exchanged
options
$25.01 and higher
One
(1)
restricted
stock
unit
for
every
eight
point
four
(8.4)
exchanged
options
$18.01 -
$25.00
One
(1)
restricted
stock
unit
for
every
six
point
five
five
(6.55)
exchanged
options
$12.00 -
$18.00
Restricted Stock Units for
Exchanged Options
Per Share Exercise
Price of Eligible Option

8
Marvell
Confidential
©
2008
Sample Calculation #1 (2 year vesting example)

9
Marvell
Confidential
©
2008
Sample Calculation #2 (3 year vesting example)

10
Marvell
Confidential
©
2008
Sample Calculation #3 (Cash example)

11
Marvell
Confidential
©
2008
How do I participate?
Visit
the
Tender
Offer
Website
On
your
browser
URL
line
type:
https://tenderoffer.marvell.com/
You
will
next
be
prompted
to
provide
MS
Windows
login
name
and
password
[user
name
and
password
are
case-sensitive]
–
Marvell Windows Login Name:    
janesmith
–
Marvell Windows Password:    
1234
–
Marvell Payroll# (Employee ID):      
test2
After
completing
the
online
election
form
and
exiting
the
site,
you
will
receive
a
confirmation
from
stockadmin@marvell.com
thru
your
Marvell
e-mail.
A
written
confirmation
will
be
mailed
out
to
employees
who
do
not
have
access
to
the
website
You
MUST
be
an
employee
at
the
start
of
the
tender
offer
through
the
end
of
the
tender
offer
To
participate
in
the
tender
offer,
you
must
affirmatively
elect
to
participate.
If
you
do
not
elect
to
participate,
you
will
have
rejected
the
offer
and
your
options
will
remain
the
same

12
Marvell
Confidential
©
2008
Website Screen Shots
[Picture of Webiste
Pages]

13
Marvell
Confidential
©
2008
How do I participate? (con’t)
Alternatively,
you
may
submit
your
election
form
via
fax
by
doing
the
following:
Visit
the
tender
offer
website
Print
an
election
form,
including
the
election
form
terms
and
conditions
Properly
complete
the
election
form
(including
dating
and
signing
the
election
form)
Fax
the
properly
completed
election
form
to
Marvell
Stock
Administration
at
the
fax
number:
(408)
222-9300.
Marvell
must
receive
your
properly
completed
and
submitted
election
form
before
6:00
p.m.
Pacific
Time,
on
January
23,
2009
If
you
are
unable
to
print
your
election
form
from
Marvell’s
tender
offer
website,
you
may
e-mail
stockadmin@marvell.com
to
receive
a
paper
election
form
You
may
also
request
copies
of
the
tender
offer
documents
by
sending
an
email
to
stockadmin@marvell.com
or
calling
Marvell
Stock
Administration
at
(408)
222-8436

14
Marvell
Confidential
©
2008
Tender Offer Time Line
SEC
requires
tender
offer
to
be
open
for
at
least
20
business
days
once
it
begins
Begins
on
Tuesday,
December
16,
2008
Closes
at
6:00
pm
on
Friday,
January
23,
2009
At
the
end
of
the
tender
offer
period,
the
tendered
options
will
be
cancelled
and
RSUs
will
be
granted
shortly
thereafter
—
no
grant
occurs
before
the
tender
offer
closes
Employees
planning
vacations
or
leaves
of
absence
during
the
tender
offer
period
should
–
make
arrangements
to
participate
BEFORE
you
leave
keep
close
contact
with
Marvell
email
account
for
any
updates
from
stockadmin@marvell.com
for
all
matters
related
to
the
tender
offer
tender
offer
closes
at
6:00
pm
on
Friday,
January
23,
2009,
NO
LATE
SUBMISSION
WILL
BE
ACCEPTED!

15
Marvell
Confidential
©
2008
What happens if I do not participate?
Your
Options
are
unaffected
-
You
will
continue
to
hold
the
same
options
as
before
with
the
same
exercise
price
per
share;
and
subject
to
the
original
vesting
schedule

16
Marvell
Confidential
©
2008
Important Disclosures
You
will
be
provided
with
a
link
to
the
tender
offer
documents
and
related
documentation.
Please
review
it
CAREFULLY
before
deciding
to
make
your
election.
You
may
also
request
copies
of
the
tender
offer
documents
by
sending
an
email
to
stockadmin@marvell.com
or
calling
Marvell
Stock
Administration
at
(408)
222-8436
Taxation
of
stock
option
transactions
can
be
very
complicated
and
the
rules
vary
country
by
country
Company
policy
prohibits
any
employees
from
providing
personal
income
tax
advice
to
any
other
employee
This
presentation
is
general
and
you
should
consult
with
your
personal
tax
advisor
for
advice
relevant
to
your
specific
situation

17
Marvell
Confidential
©
2008
Disclaimer
THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES
ONLY AND IS NOT AN OFFER TO PURCHASE OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. A
SOLICITATION WILL BE MADE ONLY PURSUANT TO AN
TENDER OFFER AND RELATED MATERIALS THAT MARVELL
TECHNOLOGY GROUP LTD. WILL FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION ("SEC") AS PART OF A
TENDER OFFER. OPTION HOLDERS WHO WILL BE ELIGIBLE
TO PARTICIPATE IN THE TENDER OFFER SHOULD READ THE
FILED MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER TO
EXCHANGE. OPTION HOLDERS WILL BE ABLE TO OBTAIN
TENDER OFFER MATERIALS FREE OF CHARGE FROM THE
SEC'S WEBSITE AT WWW.SEC.GOV OR FROM MARVELL
TECHNOLOGY GROUP LTD.