Severability Contract Clauses (27,855)

Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder violates the applicable law governing usury, the applicable rate of Interest due hereunder shall automatically be lowered to equal the maximum rate of... interest permitted under applicable law. 10 10. Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. View More

Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid, illegal or unenforceable, that provision shall be deemed severed from the rest of the Agreement, and the remaining provisions shall remain enforceable. The parties shall replace such invalidated or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the replaced ...provision. View More

Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal 13 obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). View More

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of the Agreement shall be severable and enforceable to the extent permitted by law. [Signatures on the following page.]

Severability. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision. If any provision of the Letter Agreement, the Change in Control Severance Program or this Appendix I as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or determined by an arbitrator to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent ...permissible by law) the application of such provision under circumstances different from those adjudicated by the court or determined by the arbitrator, the application of any other provision of the Letter Agreement, the Change in Control Severance Program or this Appendix I, or the enforceability or invalidity of any such agreement as a whole. Should any provision of the Letter Agreement, the Change in Control Severance Program or this Appendix I become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of the Agreement shall continue in full force and effect. View More

Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

Severability. All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement. Should any part of this Agreement be held unenforceable, the unenforceable portion or portions shall be removed (and no more), and the remaining portions of this Agreement shall be enforced as fully as possible (removing the minimum amount possible).

Severability. The provisions of this Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. -10- 19. Appendix. For Optionees outside of the U.S., the Option shall be subject to any special provisions set forth in the Appendix for Optionee's country of residence. If Optionee relocates to one of the countries included in the Appendix during the life of t...he Option, the special provisions for such country shall apply to Optionee, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. This Appendix constitutes part of this Option Agreement 20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Option and the Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable in order to comply with local laws or facilitate the administration of the Plan, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. -11- EX-10.2 3 d603994dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 Form of Notice of Grant of Stock Options and Option Agreement Provided you render Continuous Service to the Company, your Option will become fully vested on the date(s) shown below. This Notice of Grant is subject to all of the terms and conditions set forth herein, as well as the Stock Option Agreement, the Appendix (which include the special provisions for Optionee's country of residence, if any), and the Plan, all of which are incorporated herein by reference. Capitalized terms used in this Notice of Grant but not defined shall have the same meaning as ascribed in the Plan. Name: ID: Grant Date: Grant Number: Shares Granted: Grant Price: Grant Type: Expiration Date: Vest Commencement Date: Shares Vest Type Full Vest By completing the acceptance process, the Optionee acknowledges receipt of a copy of the Plan, and agrees that (a) these Options are granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement, and the Appendix (the special provisions for Optionee's country of residence, if any); (b) the Optionee has carefully read, fully understands and agrees to all of the terms and conditions described in the attached Stock Option Agreement, the Appendix, and the Plan; (c) the Optionee understands and agrees that the Stock Option Agreement and Appendix, including any cover sheet and attachments, constitute the entire understanding between the Optionee and the Company regarding this grant, and that any prior agreements, commitments or negotiations concerning this grant are replaced and superseded; and (d) the Optionee has been given an opportunity to consult legal counsel with respect to all matters relating to this grant prior to signing this cover sheet and that the Optionee has either consulted such counsel or voluntarily declined to consult such counsel. The Stock Option Agreement, the Appendix attached thereto, the Plan and Prospectus are available on the Company's website at http://xxxxxxxx or by request from the Company's Stock Administration Department. The Optionee hereby agrees that these documents are deemed to be delivered to him or her. MARVELL TECHNOLOGY GROUP LTD. AMENDED AND RESTATED 1995 STOCK OPTION PLAN STOCK OPTION AGREEMENT 1. Grant of Option. The Company hereby grants to the optionee named in the Notice of Grant (the "Optionee"), the Option to purchase the Shares, at the exercise price per Share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan, as the same may be amended from time to time as set forth therein and herein (the "Plan"), which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement (the "Option Agreement") and the Notice of Grant. For U.S. tax purposes, if designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option. View More

Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to... express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 11 13. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at 1110 NE Circle Blvd. Corvallis, OR 97330 and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. View More

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority ...to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. 9 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any state's conflict of laws principles. View More