Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (e) On December 13, 2012, Rajiv Khemani notified Cavium, Inc. (the "Company") of his resignation from his position as the Company's Chief Operating Officer effective January 7, 2013 to pursue opportunities which are not competitive with the Company's business. The Company entered into a consulting agreement with Mr. Khemani on December 14, 2012, which provides that Mr. Khemani will provide consulting services to the Company from January 7, 2013 until February 7, 2013 and which provides a release of legal claims by Mr. Khemani.

The foregoing summary of the consulting agreement with Mr. Khemani is not intended to be complete and is qualified in its entirety by reference to the full text of the consulting agreement to be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ending December 31, 2012.

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