Exhibit 10.5

Andy Micallef

[Address]

Dear Andy,

It is our pleasure to offer you the position of Chief Operating Officer with Marvell Semiconductor, Inc. (“the Company”), a subsidiary of Marvell Technology Group Ltd. (“Marvell”). You will report to the Chief Executive Officer(s).

Base Salary

Your salary will be 400,000.00 US Dollars (USD) per year.

Equity

You will be recommended to the Executive Compensation Committee (the “ECC”) for the following grants:

The TBRSU shall vest over three (3) years at the rate of 33% after the first anniversary of the vesting start date, 33% after the second anniversary of the vesting start date and 34% after the third anniversary of the vesting start date; provided that you continue to serve as a service provider through each applicable vesting date.

The TSRRSU shall vest based on the relative total shareholder return of Marvell’s stock as compared to the total shareholder return of comparable companies of the Philadelphia Semiconductor Sector Index over a three-year performance period; provided that you continue to serve as a service provider through the applicable vesting date. The performance period, metrics and payout formula (as well as the maximum number of shares that could vest under the TSRRSU if performance exceeds the target achievement level) for the TSRRSU will be established by the ECC at the time of grant.

The OPMRSU shall vest based on the achievement of operating performance metrics over a two (2) year period. The performance period, metrics and relative weightings (as well as the maximum number of shares that could vest under the OPMRSU if performance exceeds the target achievement level) will be established by the ECC at the time of grant and will be measured at the end of the second year. Any shares deemed to have been earned upon the successful achievement of such metrics will vest 100% on the 3^rd anniversary of the vesting start date; provided that you continue to serve as a service provider through the vesting date.

For purposes of the above awards, “Share Price” shall mean the closing price of the common shares of Marvell on the NASDAQ Stock Market on the date that is one (1) full trading day after the date of the filing of all required periodic reports with the Securities and Exchange Commission, such that the Company is “current” with its financial reporting, or the date that the awards are approved by the ECC, whichever is later.

For purposes of the above awards, the vesting start date shall be the 15th of the month coincident with or next following the date on which you begin employment with the Company (i.e., individuals hired after the 15th of the month will have a vesting start date of the 15th of the following month).

All such awards are subject to final review and approval by the ECC and applicable securities law restrictions. Please note that as of the time of this offer letter, Marvell has not timely filed certain required periodic reports with the U.S. Securities & Exchange Commission. Therefore the Company cannot grant any of the above awards until such time as it has completed all necessary filings. Issuance of any common shares of Marvell under all of the foregoing Awards will be subject to your return to the Company of completed, signed Stock Unit Agreements.

Sign-On Equity

As a sign-on bonus, you will be recommended to the ECC for an equity grant comprised of restricted stock units equal to $1,000,000 USD calculated and apportioned identically to the equity grants identified above and subject to the same vesting schedule and terms described above.

Annual Incentive Bonus

You are eligible for an annual incentive bonus of up to 75% of your annual base salary. The Executive Compensation Committee at its discretion may condition receipt of such bonus based on performance objectives determined by ECC at its sole discretion. The ECC shall determine the actual amount of bonus earned, if any, at the conclusion of each applicable fiscal year and may exercise negative discretion with respect thereto.

Change-in-Control

Provided it is approved by Marvell’s Board of Directors, you will be eligible to participate in the Marvell Change in Control and Severance Plan (“CIC Plan”), subject to the terms and conditions of the CIC Plan as approved and any required written agreement. While your eligibility and applicable terms are subject to the terms of the final plan approved by the Board, it is presently anticipated that you would be eligible to participate at the “Tier 2” level. You understand and agree that the CIC Plan is not yet final and has not been approved by the Board, and there is no guarantee that such approval will occur.

Other Terms

Your employment with the Company is at the mutual consent of you, the employee, and the Company, the employer. Your employment with the Company is at will, meaning that either you or the Company may terminate the employment relationship at any time, with or without cause. The at-will nature of your employment may only be changed by a written agreement approved by the ECC. During your employment, you will be subject to and agree to abide by and acknowledge all employment policies the Company has or adopts from time to time including but not limited to the Company New Hire Employee Agreement, which contains Confidential Information and Invention Assignment and Arbitration Agreements.

In accordance with the Immigration Reform and Control Act of 1986, it will be necessary for you to submit documents to Human Resources evidencing both your employment authorization and identity within three (3) business days of your date of hire. Acceptable documents include, but are not limited to:

Please note your offer is contingent upon:

Marvell Semiconductor, Inc. is an exciting company whose mission is to be the leading provider of high performance and high value-added mixed-signal integrated circuits for the computer, storage, communications and multimedia markets. We look forward to your acceptance as we believe you will be an important addition to our team in achieving our near and long term objectives.

This letter (if accepted) and the New Hire Employee Agreement, which contains the Company’s Arbitration Agreement and Confidential Information and Invention Assignment Agreement, along with any documents referred to in this letter, including the Company’s employment policies, constitute the entire agreement between you and the Company regarding the terms of your employment, and supersede any prior representations or agreements, whether written or oral, concerning the terms of your employment. This letter may not be modified or amended except by a signed written agreement from the Company.

To accept this offer, please sign below and return the letter to me. This offer expires on the Due Date displayed in the left hand side of this page. Before submitting your response please print a copy of this letter for your records.

Sincerely,

/s/ Bill Valle

Bill Valle

SVP of Global Human Resources

Accepted By: