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Marvell Technology, Inc. – ‘10-Q’ for 4/30/22 – ‘EX-10.7.8’

On:  Friday, 5/27/22, at 4:04pm ET   ·   For:  4/30/22   ·   Accession #:  1835632-22-28   ·   File #:  1-40357

Previous ‘10-Q’:  ‘10-Q’ on 12/3/21 for 10/30/21   ·   Next:  ‘10-Q’ on 8/26/22 for 7/30/22   ·   Latest:  ‘10-Q’ on 12/1/23 for 10/28/23   ·   36 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/27/22  Marvell Technology, Inc.          10-Q        4/30/22   82:8.5M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.03M 
 4: EX-10.20    Material Contract                                   HTML     29K 
 2: EX-10.7.7   Material Contract                                   HTML     38K 
 3: EX-10.7.8   Material Contract                                   HTML     47K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
14: R1          Cover                                               HTML     75K 
15: R2          Unaudited Condensed Consolidated Balance Sheets     HTML    116K 
16: R3          Unaudited Condensed Consolidated Balance Sheets     HTML     24K 
                (Parenthetical)                                                  
17: R4          Unaudited Condensed Consolidated Statements of      HTML    103K 
                Operations and Comprehensive Income (Loss)                       
18: R5          Unaudited Condensed Consolidated Statements of      HTML     89K 
                Stockholders' Equity                                             
19: R6          Unaudited Condensed Consolidated Statements of      HTML     26K 
                Stockholders' Equity (Parenthetical)                             
20: R7          Unaudited Condensed Consolidated Statements of      HTML    113K 
                Cash Flows                                                       
21: R8          Basis of Presentation                               HTML     28K 
22: R9          Recent Accounting Pronouncements                    HTML     35K 
23: R10         Revenue                                             HTML     91K 
24: R11         Debt                                                HTML     81K 
25: R12         Commitments and Contingencies                       HTML     46K 
26: R13         Business Combinations                               HTML     76K 
27: R14         Goodwill and Acquired Intangible Assets, Net        HTML     67K 
28: R15         Fair Value Measurements                             HTML     71K 
29: R16         Restructuring                                       HTML     38K 
30: R17         Income Tax                                          HTML     32K 
31: R18         Net Loss Per Share                                  HTML     48K 
32: R19         Supplemental Financial Information                  HTML     75K 
33: R20         Basis of Presentation (Policies)                    HTML     35K 
34: R21         Revenue (Tables)                                    HTML     86K 
35: R22         Debt (Tables)                                       HTML     53K 
36: R23         Commitment and Contingencies (Tables)               HTML     34K 
37: R24         Business Combinations (Tables)                      HTML     69K 
38: R25         Goodwill and Acquired Intangible Assets, Net        HTML    104K 
                (Tables)                                                         
39: R26         Fair Value Measurements (Tables)                    HTML     67K 
40: R27         Restructuring (Tables)                              HTML     37K 
41: R28         Net Loss Per Share (Tables)                         HTML     48K 
42: R29         Supplemental Financial Information (Tables)         HTML     79K 
43: R30         Revenue - Net Revenue by End Market (Details)       HTML     48K 
44: R31         Revenue - Net Revenue Based on Destination of       HTML     61K 
                Shipment (Details)                                               
45: R32         Revenue - Net Revenue by Customer Type (Details)    HTML     39K 
46: R33         Debt - Summary of Borrowings and Outstanding Debt   HTML     60K 
                (Details)                                                        
47: R34         Debt - Narrative (Details)                          HTML     83K 
48: R35         Debt - Term Loan and Revolving Credit Facility      HTML     76K 
                (Details)                                                        
49: R36         Debt - Senior Unsecured Notes (Details)             HTML     70K 
50: R37         Debt - Inphi Convertible Notes & Capped Calls       HTML     54K 
                (Details)                                                        
51: R38         Debt - Exchange Agreement (Details)                 HTML     40K 
52: R39         Debt - Interest Expense and Future Contractual      HTML     25K 
                Maturities (Details)                                             
53: R40         Debt - Future Maturities (Details)                  HTML     41K 
54: R41         Commitments and Contingencies - Narrative           HTML     42K 
                (Details)                                                        
55: R42         Commitments and Contingencies - Future Minimum      HTML     41K 
                Payments Under Technology License Obligations                    
                (Details)                                                        
56: R43         Business Combinations - Narrative (Details)         HTML     73K 
57: R44         Business Combinations - Summary of Merger           HTML     33K 
                Consideration (Innovium) (Details)                               
58: R45         Business Combinations - Purchase Price Allocation   HTML     40K 
                (Innovium) (Details)                                             
59: R46         Business Combinations - Summary of Merger           HTML     36K 
                Consideration (Inphi) (Details)                                  
60: R47         Business Combinations - Purchase Price Allocation   HTML     90K 
                (Inphi) (Details)                                                
61: R48         Business Combinations - Supplemental Pro Forma      HTML     27K 
                Information (Details)                                            
62: R49         Goodwill and Acquired Intangible Assets, Net -      HTML     45K 
                Narrative (Details)                                              
63: R50         Goodwill and Acquired Intangible Assets, Net - Net  HTML     55K 
                Carrying Amounts and Weighted Average Amortization               
                Period (Details)                                                 
64: R51         Goodwill and Acquired Intangible Assets, Net -      HTML     38K 
                Future Amortization (Details)                                    
65: R52         Fair Value Measurements - Fair Value, Assets and    HTML     44K 
                Liabilities (Details)                                            
66: R53         Fair Value Measurements - Narrative (Details)       HTML     30K 
67: R54         Restructuring - Narrative (Details)                 HTML     35K 
68: R55         Restructuring - Restructuring Reserve (Details)     HTML     40K 
69: R56         Income Tax (Details)                                HTML     47K 
70: R57         Net Loss Per Share - Computations of Basic and      HTML     64K 
                Diluted Net Income Per Share (Details)                           
71: R58         Net Loss Per Share - Anti-dilutive Potential        HTML     29K 
                Shares (Details)                                                 
72: R59         Supplemental Financial Information - Inventories    HTML     30K 
                (Details)                                                        
73: R60         Supplemental Financial Information - Narrative      HTML     44K 
                (Details)                                                        
74: R61         Supplemental Financial Information - Property and   HTML     40K 
                Equipment, Net (Details)                                         
75: R62         Supplemental Financial Information - Other          HTML     37K 
                Non-current Assets (Details)                                     
76: R63         Supplemental Financial Information - Accrued        HTML     44K 
                Liabilities (Details)                                            
77: R64         Supplemental Financial Information - Other          HTML     35K 
                Non-current Liabilities (Details)                                
80: XML         IDEA XML File -- Filing Summary                      XML    141K 
78: XML         XBRL Instance -- mrvl-20220430_htm                   XML   1.89M 
79: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K 
10: EX-101.CAL  XBRL Calculations -- mrvl-20220430_cal               XML    264K 
11: EX-101.DEF  XBRL Definitions -- mrvl-20220430_def                XML    652K 
12: EX-101.LAB  XBRL Labels -- mrvl-20220430_lab                     XML   1.53M 
13: EX-101.PRE  XBRL Presentations -- mrvl-20220430_pre              XML    979K 
 9: EX-101.SCH  XBRL Schema -- mrvl-20220430                         XSD    161K 
81: JSON        XBRL Instance as JSON Data -- MetaLinks              392±   564K 
82: ZIP         XBRL Zipped Folder -- 0001835632-22-000028-xbrl      Zip    407K

‘EX-10.7.8’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Document  
Exhibit 10.7.8

Notice of Grant of
Performance- based
Restricted Stock Units
and Agreement
Marvell Technology, Inc.
ID: 85-3971597
1000 N. West Street, Suite 1200

NameAward Number:
T0000000
AddressPlan:1995
City, State, Zip CodeID:
XXXX




Effective _____, 2022, you have been granted a Performance-based Restricted Stock Unit (RSU) award for the number of shares in the range set forth on Exhibit A, subject to the performance metrics set forth on Exhibit B.

This Notice of Grant is subject to all of the terms and conditions set forth herein, as well as the Stock Unit Agreement, the Appendix (which includes the special provisions for your country of residence if any), and the Amended and Restated 1995 Stock Option Plan (the “Plan”), all of which are incorporated herein by reference. This Notice of Grant, the Stock Unit Agreement, the Appendix, and the Plan are referred to herein as the “Grant Documents.” Capitalized terms used in this Notice of Grant but not defined shall have the same meaning as provided in the Plan.

By signing this document, you hereby acknowledge receipt of a copy of the Grant Documents, and agree that:

(a) these Performance-based RSUs are granted under and governed by the terms and conditions of the Grant Documents;

(b) you have carefully read, fully understand, and agree to all of the terms and conditions described in the Grant Documents;

(c) you understand and agree that the Grant Documents constitute the entire understanding between you and the Company regarding this Performance-based RSU, and that any prior agreements, commitments, or negotiations concerning this grant are replaced and superseded; and

(d) you have been given an opportunity to consult legal counsel with respect to all matters relating to this Performance-based RSU prior to signing this Notice of Grant and that you have either consulted such counsel or voluntarily declined to consult such counsel.

The Stock Unit Agreement, the Appendix and the Plan are available on the Company’s website at https://intranet/stockselfservice or by request from the Company’s Stock Administration Department. If you have an account at E*TRADE, then you will also find copies of the documents at E*TRADE. You hereby agree that these documents are deemed to be delivered to you.
Date
Mitchell Gaynor
EVP, Chief Administration and Legal Officer
Marvell Technology, Inc.





Exhibit A

Grant Number:T0000000
Grant date:04/15/2022
Grant date Fair Market Value per share:$XX.XX
Grant Price:$0.00
Number of shares in range:
0% to 250% of Target
(200% is the Maximum for the TSR component and the product of the TSR * the Multiplier can’t exceed 250%)
Number of shares at Target (payable at 100% of TSR component only):X,XXX

Number of shares at Maximum (payable at 250% of Target):
X,XXX
Grant Type:Total Stockholder Return (TSR)
Vesting schedule: If earned, cliff vest at end of 3 years from the date of grant
Vesting commencement date:04/15/2022
Vesting date:04/15/2025
Performance metrics:See Exhibit B
Performance measurement start date:04/15/2022
Performance measurement end date:04/05/2025















Page 2 of 3



    
Exhibit 10.7.8
Exhibit B

TSR Objectives– Based on achievement relating to the relative total stockholder return of the Company’s Common Shares as compared to the total stockholder return of the S&P 500 Index over the performance period, provided that you continue to serve as a service provider through the third anniversary of the Vesting commencement date. The ECC will certify the amount of achievement (or non-achievement) of the TSR Objectives prior to the Vesting date.

Calculation Methodology – Stock price growth adjusted for reinvested dividends during the performance period. The start and end prices of the Company’s common stock and of the S&P 500 Index shall be based on the average closing prices during the preceding 120-trading days before the Performance measurement start date and before the Performance measurement end date

Performance-Payout Schedule:

Performance LevelVersus the S&P 500 IndexPayout
Maximum+33% over200% of Target
TargetEqual to S&P 500100% of Target
Minimum-33% under0% of Target

Actual performance will be calculated using a straight-line interpolation between the above performance levels (rounding up to the nearest percent). The number of shares awarded will be rounded up to nearest whole share.

Non-GAAP EPS CAGR Multiplier (the “Multiplier”) –

For purposes of this agreement, “Non-GAAP EPS” will be calculated in accordance with how such term is calculated in the Company’s quarterly earnings press releases, and with respect to each company in the Peer Group, “Non-GAAP EPS” will be calculated in accordance with how such term is calculated by such peer company in its quarterly earnings press releases. If a peer company stops providing Non-GAAP EPS in a quarterly earnings report then it will be excluded from the Peer Group. The applicable performance period (the “Multiplier Performance Period”) for the Multiplier will be the 2-year period including the Company’s fiscal years 2023 through 2024 and/or calendar year 2022 through 2023 for the companies in the Company’s compensation peer group approved on February 16, 2022 (the “Peer Group”). For the avoidance of doubt, the Company will solely rely on publicly released Non-GAAP EPS calculations for each peer company without making any adjustments or alternation to such number.

As the Company’s earnings releases generally are issued about one (1) month later than many peer companies, the Company (for purposes of the calculation each quarter) shall rely on the earnings press release issued by each company in the Peer Group that is released immediately prior to the Company’s earnings press release. For example, if a peer company releases earnings April 30 for calendar year Q1 and July 30 for calendar year Q2, the Company shall compare its fiscal year Q1 earnings release issued on or about May 26 to the April 30 earnings release issued by the peer company.

For the Multiplier Performance Period, the Non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the Company will be determined and measured against the Non-GAAP EPS CAGR for the companies in the Peer Group, as measured in the table below.



Exhibit 10.7.8
Percentile Rank in Peer GroupMultiplier
Equal to or less than 50th Percentile
100%
At 75th Percentile or Higher
150%

Actual performance will be calculated using a straight-line interpolation between the 50th percentile and the 75th percentile (rounding up to the nearest percent). The number of shares awarded will be rounded up to nearest whole share. In no circumstance will the Multiplier result in reducing the shares earned under the relative total stockholder return. Notwithstanding the foregoing, maximum payout of the product of (x) the relative total stockholder payout, multiplied by (y) the Multiplier will not exceed 250%.

For illustrative purposes, if the Company’s Non-GAAP EPS CAGR is at the 75th percentile of the Peer Group and the TSR achievement is earned at target, then net payout would be 100% (at the TSR target) * 150% (for the Multiplier) or 150% payout.

If a company in the Peer Group is acquired or otherwise undergoes a Change in Control which is completed (e.g., transaction closing date) during the Multiplier Performance Period, then such company will be excluded from the Peer Group and will not be used to calculate the Multiplier. If a company in the Peer Group is acquired or otherwise undergoes a Change in Control which is completed after the expiration of the Multiplier Performance Period but prior to the vesting date (which is 3-years from the date of grant), then such company will continue to be included in the Peer Group and will be used to calculate the Multiplier (provided sufficient financial information is publicly available to calculate the Multiplier).

The Multiplier shall be applied after the TSR Objectives are determined following the end of the 3-year performance period.

Change in Control –

Upon a Change in Control (as defined in the Plan) that occurs during the performance period, the performance period will be truncated to end upon the closing of the Change in Control (the “Change in Control Performance Period”), and the Company total stockholder return will be measured against the S&P 500 Index for the Change in Control Performance Period and the applicable payout will be measured in accordance with the Performance-Payout Schedule above (such Common Shares earned pursuant to the table above, “Earned Shares”). For the avoidance of doubt, the Company’s stock price for the Change in Control date will be the price payable to Company’s stockholders at the closing of the Change in Control, rather than over the preceding 120-trading days, and it will be compared against the S&P Index during the Change in Control Performance Period which starts on the Performance measurement start date and ends using the 120-day average closing price of the S&P 500 Index ending on the closing of the Change in Control.

If a Change in Control of the Company is completed (e.g., transaction closes) during the Multiplier Performance Period, then the Multiplier will not apply. If a Change in Control of the Company is completed after the Multiplier Performance Period but prior to the Vesting date (which is 3-years from the date of grant), then the Multiplier will apply. To the extent that the Multiplier has already been determined prior to a Change in Control, Earned Shares shall also be increased to include the impact of the Multiplier.

Once the payout is determined, a pro-rata portion of the Earned Shares will vest upon the Change in Control based on the portion of days served in the 3-year performance period through the Change in Control, provided that you continue to serve as a service provider through the closing of the Change in Control. The balance of the remaining portion of the Earned Shares that did not vest at the

Exhibit 10.7.8
Change in Control will vest on the last day of the performance period, provided that you continue to serve as a service provider on the vesting date.

Notwithstanding the standard post-Change in Control time-vesting above, if within the 24 month period following the Change in Control, your service is terminated without Cause (as defined in the Company’s Change in Control Severance Plan), then 100% of the remaining unvested Earned Shares will accelerate and become fully vested, subject to your execution of a customary release of claims.

Notwithstanding the above, a separate agreement entered into with the grantee with superior benefits than those above shall control and will apply in lieu of the above Change in Control terms.
Page 3 of 3












Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/27/224
For Period end:4/30/22
2/16/22
 List all Filings 

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/24  Marvell Technology, Inc.          10-K        2/03/24  139:15M
12/01/23  Marvell Technology, Inc.          10-Q       10/28/23   76:8.3M
 8/25/23  Marvell Technology, Inc.          10-Q        7/29/23   74:8.2M
 5/26/23  Marvell Technology, Inc.          10-Q        4/29/23   76:8.5M
 3/09/23  Marvell Technology, Inc.          10-K        1/28/23  150:18M
12/02/22  Marvell Technology, Inc.          10-Q       10/29/22   80:9.4M
 8/26/22  Marvell Technology, Inc.          10-Q        7/30/22   77:8.9M

29 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/05/21  Marvell Technology, Inc.          S-4                    6:921K                                   Donnelley … Solutions/FA
10/05/21  Marvell Technology, Inc.          S-8        10/05/21    4:579K                                   Donnelley … Solutions/FA
 8/27/21  Marvell Technology, Inc.          10-Q        7/31/21   83:10M
 6/09/21  Marvell Technology, Inc.          10-Q        5/01/21   86:9.8M
 5/04/21  Marvell Technology, Inc.          8-K:1,2,8,9 4/30/21   12:530K                                   Donnelley … Solutions/FA
 4/21/21  Marvell Technology, Inc.          8-K:1,3,8,9 4/20/21   14:388K                                   Donnelley … Solutions/FA
 4/20/21  Marvell Technology, Inc.          S-8         4/20/21    7:1M                                     Donnelley … Solutions/FA
 4/20/21  Marvell Technology, Inc.          8-K12B:1,2, 4/20/21   14:543K                                   Donnelley … Solutions/FA
 4/19/21  Marvell Technology Group Ltd.     8-K:3,8,9   4/15/21   12:229K                                   Donnelley … Solutions/FA
 4/12/21  Marvell Technology Group Ltd.     8-K:1,2,8,9 4/12/21   14:1.3M                                   Donnelley … Solutions/FA
12/22/20  Marvell Technology, Inc.          S-4                   12:4M                                     Donnelley … Solutions/FA
12/08/20  Marvell Technology Group Ltd.     8-K:1,2,9  12/07/20   13:2.3M                                   Donnelley … Solutions/FA
12/04/20  Marvell Technology Group Ltd.     10-Q       10/31/20   79:8.4M
10/30/20  Marvell Technology Group Ltd.     8-K:1,9    10/29/20   13:1.5M                                   Donnelley … Solutions/FA
 8/28/20  Marvell Technology Group Ltd.     10-Q        8/01/20   75:8.9M
 8/07/20  Inphi Corp.                       10-Q        6/30/20   96:8.2M                                   RDG Filings/FA
12/04/19  Marvell Technology Group Ltd.     10-Q       11/02/19   95:12M
 9/04/19  Marvell Technology Group Ltd.     10-Q        8/03/19   85:8.9M
 6/06/19  Marvell Technology Group Ltd.     10-Q        5/04/19   85:6.2M
 6/05/19  Marvell Technology Group Ltd.     8-K:3,8,9   6/05/19    3:125K                                   Donnelley … Solutions/FA
 9/12/18  Marvell Technology Group Ltd.     10-Q        8/04/18  101:9.7M
 3/29/18  Marvell Technology Group Ltd.     10-K        2/03/18  137:18M
11/20/17  Marvell Technology Group Ltd.     8-K:1,9    11/19/17    3:725K                                   Donnelley … Solutions/FA
 3/28/17  Marvell Technology Group Ltd.     10-K        1/28/17  136:16M                                    Workiva Inc Wde… FA01/FA
 9/08/16  Marvell Technology Group Ltd.     10-Q        7/30/16   90:7.6M                                   Donnelley … Solutions/FA
 8/23/16  Marvell Technology Group Ltd.     8-K:5,9     8/17/16    3:58K                                    Donnelley … Solutions/FA
 6/20/16  Marvell Technology Group Ltd.     8-K:5,8,9   6/15/16    4:207K                                   Donnelley … Solutions/FA
 6/05/14  Marvell Technology Group Ltd.     10-Q        5/03/14   77:7.6M                                   Donnelley … Solutions/FA
 9/26/13  Marvell Technology Group Ltd.     8-K:5,9     9/20/13    3:148K                                   Donnelley … Solutions/FA
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