Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this Annual Report on Form 10-K:

1.Financial Statements:

See the “Index to Consolidated Financial Statements” on page 54 of this Annual Report on Form 10-K.

2.Financial Statement Schedules:

See “Schedule II — Valuation and Qualifying Accounts” on page 111 of this Annual Report on Form 10-K:

All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

3.Exhibits.

Exhibit No.DescriptionFormFile NumberIncorporated by Reference from Exhibit NumberFiled with SEC
2.1**Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.8-K000-308772.110/30/2020
2.2Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 20178-K000-308772.111/20/2017
2.3Asset Purchase Agreement between Marvell and NXP dated May 29, 201910-Q000-308772.19/4/2019
3.1Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.8-K001-403573.14/20/2021
3.2Amended and Restated Bylaws of Marvell Technology, Inc.8-K001-403573.24/20/2021
4.1First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee8-K001-403574.14/21/2021
4.2First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S. Bank National Association, as trustee8-K001-403574.24/21/2021
4.3Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K000-308774.14/12/2021
4.4First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee8-K000-308774.24/12/2021
4.5Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)8-K000-308774.34/12/2021
4.6Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K000-308774.44/12/2021
4.7Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)8-K000-308774.54/12/2021
4.8Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K001-403574.25/4/2021
4.9Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)8-K001-403574.35/4/2021
4.10Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K001-403574.45/4/2021
4.11Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association8-K000-308774.14/19/2021
4.12The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended;Filed Herewith
10.1Form of Indemnification Agreement8-K001-4035710.14/20/2021
10.2**Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent8-K000-3087710.112/8/2020
10.3**Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent8-K000-3087710.212/8/2020
10.4**Amendment No. 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent8-K000-3087710.312/8/2020
10.5Form of Exchange Agreement8-K001-4035710.14/21/2021
10.6Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes8-K000-3087710.14/12/2021
10.7#Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)S-8333-2553844.14/20/2021
10.7.1#Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)8-K000-3087710.29/26/2013
10.7.2#Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan10-Q000-3087710.26/5/2014
10.7.3#Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan10-K000-3087710.3.113/29/2018
10.7.4#Form of Relative TSR RSU Grant Notice10-Q000-3087710.36/6/2019
10.7.5#Form of Value Creation Performance Based Restricted Stock Unit Grant Notice10-Q000-3087710.16/6/2019
10.7.6#Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 202110-Q001-4035710.218/27/2021
10.7.7#Form of Relative TSR RSU Grant Notice as amended March 202210-Q001-4035710.7.75/27/2022
10.7.8#Form of Relative TSR and EPS RSU Grant Notice10-Q001-4035710.7.85/27/2022
10.7.9#Form of Relative TSR and EPS RSU Grant Notice December 2022Filed Herewith
10.8.1#Marvell Technology Inc. 2000 Employee Stock Purchase Plan (as approved by shareholders as of June 23, 2022)Filed Herewith
10.8.2#Amended and restated form of subscription agreement under the 2000 ESPP as amended June 202110-Q001-4035710.228/27/2021
10.9#Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B8-K000-3087710.16/20/2016
10.9.1#Severance Agreement with Matt Murphy as amended 2022Filed Herewith
10.10#Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.112/4/2019
10.11#Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.212/4/2019
10.12#QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.312/4/2019
10.13#Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.612/4/2019
10.14#Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.512/4/2019
10.15#Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.412/4/2019
10.16#Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020S-8333-2553844.104/20/2021
10.17#Offer letter with Loi Nguyen10-Q001-4035710.176/9/2021
10.18#Offer letter with Nariman Yousefi10-Q001-4035710.186/9/2021
10.19#Offer letter with Chris Koopmans10-Q000-3087710.49/8/2016
10.20#Fiscal 2023 Named Executive Officer Compensation10-Q001-4035710.205/27/2022
10.21#Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description 2022Filed Herewith
10.22Warrant to Purchase Common Shares of Marvell dated June 5, 20198-K000-3087799.16/5/2019
10.23#Offer Letter between Marvell and Mitchell Gaynor10-Q000-3087710.39/8/2016
10.24#Severance Agreement between the Company and Mitchell Gaynor10-K000-3087710.233/28/2017
10.25#Offer Letter between the Company and Jean Hu8-K000-3087710.18/23/2016
10.26#Offer Letter between Marvell and Raghib Hussain10-Q000-3087710.39/12/2018
10.27#Offer Letter for Dean Jarnac and promotion summary of terms10-Q000-3087710.912/4/2019
10.28#Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)S-8333-2600604.110/5/2021
10.29#Promotion to Chief Finance Officer Letter Willem MeintjesFiled Herewith
21.1Subsidiaries of RegistrantFiled Herewith
23.1Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLPFiled Herewith
24.1Power of Attorney (contained in the signature page to this Annual Report)Filed Herewith
31.1Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive OfficerFiled Herewith
31.2Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial OfficerFiled Herewith
32.1*Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive OfficerFiled Herewith
32.2*Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial OfficerFiled Herewith
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Presentation Linkbase Document
104Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL

Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

  • In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request

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