**EXHIBIT10.6**

 

**MINDSPEED TECHNOLOGIES, INC.**

 

**2003 LONG-TERM INCENTIVES PLAN,**

**AS AMENDED AND RESTATED**

**AS OF JULY 1, 2008**

 

# **Section 1:**         Purpose

 

The purpose of theMindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (as amendedand restated, the “Plan”) is to provide incentive compensation to officers,executives and other employees, and prospective employees, contractors andconsultants of the Company and its Subsidiaries; to attract and retainindividuals of outstanding ability; and to align the interests of such personswith the interests of the Company’s shareholders.

 

# **Section 2:**         Definitions

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The following terms, asused herein, shall have the meaning specified:

 

“*Award*”means an award granted pursuant to Section 4.

 

“*AwardAgreement*”**means a letterto a Participant, together with the terms and conditions applicable to an Awardgranted to the Participant, issued by the Company, as described in Section 6.

 

“*Board ofDirectors*”**means theBoard of Directors of the Company as it may be comprised from time to time.

 

“*Code*” means the Internal Revenue Code of 1986, and any successor statute, asit or they may be amended from time to time.

 

“*Committee*”means the Compensation and Management Development Committee of the Board ofDirectors as it may be comprised from time to time or another committee of theBoard of Directors designated by the Board of Directors to administer the Plan.

 

“*Company*”means Mindspeed Technologies, Inc., a Delaware corporation, and anysuccessor corporation.

 

“*Conexant*”means Conexant Systems, Inc., a Delaware corporation, and any successorcorporation.

 

“*Employee*”means, subject to the exclusions set forth below, an individual who was hired(and advised that he or she was being hired) directly by the Company or aSubsidiary as a regular employee and who at the time of grant of an Awardperforms regular employment services directly for the Company or a Subsidiary,but shall not include (a) members of the Board of Directors who arenot also employees of the Company or a Subsidiary or (b) any individualswho 

 

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work, or who were hiredto work, or who were advised that they work: (i) as independent contractors or employees of independentcontractors; (ii) as temporary employees, regardless of the length of timethat they work at the Company or a Subsidiary; (iii) through a temporaryemployment agency, job placement agency, or other third party; or (iv) aspart of an employee leasing arrangement between the Company or a Subsidiary andany third party.  For the purposes of thePlan, the exclusions described above shall remain in effect even if thedescribed individual could otherwise be construed as an employee under anyapplicable common law.

 

“*ERISA*”means the Employee Retirement Income Security Act of 1974, as amended.

 

“*Exchange Act*”**means the Securities Exchange Act of 1934, and anysuccessor statute, as it may be amended from time to time.

 

“*ExecutiveOfficer*”**means anEmployee who is an executive officer of the Company as defined in Rule 3b-7under the Exchange Act (or any successor provision).

 

“*Fair MarketValue*”**means the closing sale price ofthe Stock as reported on the Nasdaq Stock Market or such other nationalsecurities exchange or automated inter-dealer quotation system on which the Stockhas been duly listed and approved for quotation and trading on the relevantdate, or if no sale of the Stock is reported for such date, the next precedingday for which there is a reported sale.

 

“*IncentiveStock Option*”**means anoption to purchase Stock that is granted pursuant to Section 4(b) orpursuant to any other plan of the Company or a Subsidiary that complies withCode Section 422.

 

“*MindspeedDistribution Date*” means the date on which Conexant completes thepro rata distribution of all outstanding Stock to Conexant shareowners.

 

“*Non-Employee*”**means an individual who at the time of grant of an Award (a) hasbeen extended an offer of employment with the Company or a Subsidiary but whohas not yet accepted the offer and become an Employee, or (b) performsconsulting, contracting or other services for the Company or a Subsidiary otherthan in a capacity as an Employee or who has been extended an offer to performconsulting, contracting or other services for the Company or a Subsidiary, butshall not include members of the Board of Directors.

 

“*Non-QualifiedStock Option*” shall have the meaning set forth in Section 4(a).

 

“*Participant*”**means any Employee or Non-Employee who has been granted anAward pursuant to the Plan.

 

“*RestrictedStock*” shall have the meaning set forth in Section 4(c).

 

“*RestrictedStock Units*” shall have the meaning set forth in Section 4(f).

 

“*SARs*”shall have the meaning set forth in Section 4(e).

 

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“*Stock*”**means shares of common stock, par value $.01 per share, ofthe Company, or any security of the Company issued in substitution, exchange orlieu thereof.

 

“*Subsidiary*”**means any corporation or other entity in which the Company,directly or indirectly, controls 50% or more of the total combined voting powerof such corporation or other entity.

 

“*Ten-PercentShareholder*”**means anyperson who owns, directly or indirectly, on the relevant date, securitieshaving ten percent (10%) or more of the combined voting power of all classes ofthe Company’s securities or of its parent or subsidiaries.  For purposes of applying the foregoing tenpercent (10%) limitation, the rules of Code Section 424(d) shallapply.

 

“*UnrestrictedStock*” shall have the meaning set forth in Section 4(d).

 

# **Section 3:**         Eligibility

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Persons eligible forAwards shall consist of Employees and Non-Employees whose performance orpotential contribution, in the judgment of the Committee, will benefit thefuture success of the Company and/or a Subsidiary.  Notwithstanding the foregoing, only Employeeswill be eligible for Awards of Incentive Stock Options, Restricted Stock,Restricted Stock Units and/or Unrestricted Stock under the Plan and onlyEmployees who are foreign nationals or employed outside the United States willbe eligible for Awards of SARs under the Plan.

 

# **Section 4:**         Awards

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The Committee may grantany of the following types of Awards, either singly, in tandem or incombination with other types of Awards, as the Committee may in its solediscretion determine:

 

## a.             *Non-Qualified Stock Options.*  A “Non-Qualified Stock Option” is an Award toan Employee or Non-Employee in the form of an option to purchase a specificnumber of shares of Stock exercisable at such time or times, and during suchspecified time not to exceed ten (10) years, as the Committee maydetermine, at a price not less than 100% of the Fair Market Value of the Stockon the date the option is granted.

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### (i)            Thepurchase price of the Stock subject to the option may be paid in cash. At thediscretion of the Committee, the purchase price may also be paid by the tenderof Stock (the value of such Stock shall be its Fair Market Value on the date ofexercise), or through a combination of Stock and cash, or through such othermeans as the Committee determines are consistent with the Plan’s purpose andapplicable law.  No fractional shares ofStock will be issued or accepted.

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### (ii)           Withoutlimiting the foregoing, the Committee may permit Participants, either on aselective or aggregate basis, to simultaneously exercise options and sell theshares of Stock thereby acquired, pursuant to a brokerage or similararrangement approved in advance by the Committee, and use the proceeds fromsuch sale as payment of the purchase price of such Stock and any applicable withholdingtaxes.

 

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## b.             *Incentive Stock Options.*  An Incentive Stock Option is an Award to anEmployee in the form of an option to purchase a specified number of shares ofStock that complies with the requirements of Code Section 422, whichoption shall, subject to the following provisions, be exercisable at such timeor times, and during such specified time, as the Committee may determine.

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### (i)            Theaggregate Fair Market Value (determined at the time of the grant of the Award)of the shares of Stock subject to Incentive Stock Options which are exercisableby one person for the first time during a particular calendar year shall notexceed $100,000.

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### (ii)           NoIncentive Stock Option may be granted under the Plan after June 27, 2013.

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### (iii)          NoIncentive Stock Option may be exercisable more than:

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#### (A)          inthe case of an Employee who is not a Ten-Percent Shareholder on the date theoption is granted, ten (10) years after the date the option is granted,and

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#### (B)           inthe case of an Employee who is a Ten-Percent Shareholder on the date the optionis granted, five (5) years after the date the option is granted.

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### (iv)          Theexercise price of any Incentive Stock Option shall not be less than:

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#### (A)          inthe case of an Employee who is not a Ten-Percent Shareholder on the date theoption is granted, the Fair Market Value of the Stock subject to the option onsuch date; and

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#### (B)           inthe case of an Employee who is a Ten-Percent Shareholder on the date the optionis granted, 110% of the Fair Market Value of the Stock subject to the option onsuch date.

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### (v)           TheCommittee may provide that the exercise price of an Incentive Stock Option maybe paid by one or more of the methods available for paying the exercise priceof a Non-Qualified Stock Option.

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## c.             *Restricted Stock.*  Restricted Stock is an Award of Stock that isissued to an Employee subject to restrictions on transfer and such otherrestrictions on incidents of ownership as the Committee may determine.  Subject to such restrictions, a Participant****as owner of shares of Restricted Stockshall have the rights of a holder of shares of Stock, except that the Committeemay provide at the time of the Award that any dividends or other distributionspaid on the Restricted Stock while subject to such restrictions shall beaccumulated or reinvested in Stock and held subject to the same restrictions asthe Restricted Stock and such other terms and conditions as the Committee shalldetermine.  Shares of Restricted Stockshall be registered in the name of the Participant and, at the Company’s solediscretion, (i) shall be held in book-entry form subject to the Company’sinstructions until the restrictions relating thereto lapse, or (ii) shallbe evidenced by a certificate, which shall bear an appropriate restrictivelegend, shall be subject to appropriate stop-transfer orders and shall be heldin custody by the Company until the restrictions relating thereto lapse, andthe Participant shall deliver to the Company a stock power endorsed in blankrelating to the Restricted Stock.

 

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## d.             *Unrestricted Stock*.  Unrestricted Stock is an Award of Stock thatis issued to an Employee without any restrictions, as the Committee in its solediscretion shall determine, including the issuance of Unrestricted Stockpursuant to awards conditioned upon the achievement of performance or othervesting requirements (as may be established by the Committee) prior to thedelivery of such Unrestricted Stock.  AParticipant****shall not be requiredto make any payment for Unrestricted Stock. Upon receipt of shares of Unrestricted Stock, the Participant as ownerof such shares shall have the rights of a holder of shares of Stock, includingthe right to vote the Unrestricted Stock and to receive dividends anddistributions thereon.

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## e.             *Stock Appreciation Rights (SARs)*.  A SAR is the right to receive a paymentmeasured by the increase in the Fair Market Value of a specified number ofshares of Stock from the date of grant of the SAR to the date on which theEmployee exercises the SAR.  The paymentto which the Employee is entitled on exercise of a SAR may be in cash, in Stockvalued at Fair Market Value on the date of exercise or partly in cash andpartly in Stock, as the Committee may determine.

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## f.              *Restricted Stock Units*.  A Restricted Stock Unit is an Award which maybe earned in whole or in part upon the passage of time or the attainment ofperformance criteria established by the Committee and which may be settled forcash, Stock or other securities or a combination of cash, Stock or othersecurities as established by the Committee.

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# **Section 5:**         Shares of Stock Available Under Plan

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## a.             Subjectto adjustment as set forth in Section 9, the maximum number of shares ofStock that may be delivered pursuant to the Plan shall be 3,860,000 (threemillion eight hundred sixty thousand). Subject to the maximum number of shares available under the Plan, nomore than 2,000,000 (two million) shares shall be available for Awards ofRestricted Stock and Restricted Stock Units (to the extent settled in Stock),no more than 400,000 (four hundred thousand) shares shall be available forAwards of Unrestricted Stock, and SARs shall be granted with respect to no morethan 10,000 (ten thousand) shares of Stock. No single Participant shall receive, in any one calendar year, Awardswhich, over any three-year period, exceed a per-year average of (i) options(whether Non-Qualified Stock Options or Incentive Stock Options) with respectto 180,000 (one hundred eighty thousand) shares of Stock, (ii) 50,000(fifty thousand) shares of Restricted Stock and Restricted Stock Units (to theextent settled in Stock) or (iii) 50,000 (fifty thousand) shares ofUnrestricted Stock, in each case subject to adjustment as set forth in Section 9.

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## b.             Sharesof Stock with respect to the unexercised, undistributed or unearned portion ofany terminated or forfeited Award shall be available for further Awards inaddition to the shares of Stock available under Section 5(a).  Additional rules for determining thenumber of shares of Stock granted under the Plan may be adopted by theCommittee, as it deems necessary and appropriate.

 

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## c.             TheStock that may be delivered pursuant to an Award under the Plan may be treasuryor authorized but unissued Stock, or Stock may be acquired, subsequently or inanticipation of the transaction, in the open market to satisfy the requirementsof the Plan.

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# **Section 6:**         Award Agreements.

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Each Award under the Planshall be evidenced by an Award Agreement. Each Award Agreement shall set forth the number of shares of Stocksubject to the Award and shall include the terms set forth below and such otherterms and conditions applicable to the Award, as determined by the Committee,not inconsistent with the terms of the Plan. Notwithstanding the foregoing, the provisions of subsection (b) belowmay be modified to the extent deemed advisable by the Committee in AwardAgreements pertaining to Non-Employees providing consulting, contracting orother services to the Company or a Subsidiary. In the event of any conflict between an Award Agreement and the Plan,the terms of the Plan shall govern.

 

## a.             *Assignability*.  A provision setting forth the conditionspursuant to which an Award may be assigned or transferred.

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## b.             *Termination of Employment*.

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### (i)            Aprovision describing the treatment of an Award in the event of the Retirement,Disability, death or other termination of a Participant’s employment with theCompany or a Subsidiary, including, but not limited to, the definitions ofRetirement and Disability and terms relating to the vesting, time for exercise,forfeiture or cancellation of an Award in such circumstances.  Participants who terminate employment due toRetirement, Disability or death prior to the satisfaction of applicableconditions and restrictions associated with their Awards may be entitled toprorated Awards as and to the extent determined by the Committee.

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### (ii)           Aprovision describing the treatment of an Award in the event of (A) atransfer of an Employee from the Company to a Subsidiary or an affiliate of theCompany, whether or not incorporated, or vice versa, or from one Subsidiary oraffiliate of the Company to another or (B) a leave of absence, dulyauthorized in writing by the Company.

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### (iii)          Aprovision stating that in the event the Participant’s employment is terminatedfor Cause (as defined in the Award Agreement), anything else in the Plan orAward Agreement to the contrary notwithstanding, all Awards granted to theParticipant shall immediately terminate and be forfeited.

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## c.             *Rights as a Shareholder*.* *Aprovision stating that a Participant shall have no rights as a shareholder withrespect to any Stock covered by an Award until the date the Participant becomesthe holder of record thereof.  Except asprovided in Section 9, no adjustment shall be made for dividends or otherrights, unless the Award Agreement specifically requires such adjustment.

 

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## d.             *Withholding*.  A provision requiring the withholding ofapplicable taxes required by law from all amounts paid in satisfaction of anAward.  A Participant may satisfy thewithholding obligation by paying the amount of any taxes in cash or, with theapproval of the Committee, shares of Stock may be delivered to the Company ordeducted from the payment or, in accordance with Section 4(a)(ii), sold tosatisfy the obligation in full or in part. If such tax withholding obligation is paid in shares of Stock, taxamounts shall be limited to the statutory minimum as required by law.

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## e.             *Treatment of Options. *Each Award of an option shall state whether it will or willnot be treated as an Incentive Stock Option.

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## f.              *Performance Conditions. *The Committee may condition, orprovide for the acceleration of, the exercisability or vesting of any Awardupon such prerequisites as it, in its sole discretion, deems appropriate,including, but not limited to, achievement of specific objectives, whetherabsolute or relative to a peer group or index designated by the Committee, withrespect to one or more measures of the performance of the Company and/or one ormore Subsidiaries, including, but not limited to, earnings per share, revenue,net income (whether before or after extraordinary items), net operating income,earnings before interest, taxes, depreciation and amortization (EBITDA), stockprice and total shareholder return.  Suchperformance objectives shall be determined in accordance with the Company’saudited financial statements, to the extent applicable, and so that a thirdparty having knowledge of the relevant facts could determine whether suchperformance objectives are met.

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# **Section 7:**         Amendment and Termination

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The Board of Directorsmay at any time amend, suspend or discontinue the Plan, in whole or in part, *provided*, *however*, thatno such action shall be effective without the approval of the shareholders ofthe Company to the extent that such approval is necessary to comply with anytax or regulatory requirement applicable to the Plan; and *provided*,*further*, that subject to Section 9,no such action shall impair the rights of any holder of an Award without theholder’s consent.  The Committee may atany time alter or amend any or all Awards and Award Agreements under the Planto the extent permitted by law, except that, subject to the provisions of Section 9,no such alteration or amendment shall impair the rights of any holder of anAward without the holder’s consent. Notwithstanding the foregoing, no such action may, without approval ofthe shareholders of the Company, increase the number of shares of Stock withrespect to which Awards may be granted or reduce the exercise price of anyOption or SAR below Fair Market Value on the date of grant.

 

# **Section 8:**         Administration

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## a.             ThePlan and all Awards shall be administered by the Committee.  The members of the Committee shall bedesignated by the Board of Directors from among its members who are noteligible for Awards under the Plan.

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## b.             Anymember of the Committee who, at the time of any proposed grant of one or moreAwards, is not a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) underthe Exchange Act (or any successor provision) shall abstain from and take nopart in the Committee’s action on the proposed grant.

 

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## c.             TheCommittee and others to whom the Committee has delegated such duties shall keepa record of all their proceedings and actions and shall maintain all such booksof account, records and other data as shall be necessary for the properadministration of the Plan.

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## d.             TheCompany shall pay all reasonable expenses of administering the Plan, including,but not limited to, the payment of professional fees.

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## e.             TheCommittee may appoint such accountants, counsel and other experts as it deemsnecessary or desirable in connection with the administration of the Plan.  Subject to the express provisions of thePlan, the Committee may delegate to the officers or employees of the Companyand its Subsidiaries the authority to execute and deliver such instruments anddocuments, to do all such acts and things, and to take all such other stepsdeemed necessary, advisable or convenient for the effective administration ofthe Plan in accordance with its terms and purpose.

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## f.              TheCommittee may adopt such procedures and sub-plans as are necessary orappropriate to permit participation in the Plan by employees who are foreignnationals or employed outside the U.S. Without limiting the foregoing, the Committee may authorize supplementaryplans applicable to Employees subject to the tax laws of one or more countriesother than the United States in order to provide for the grant of Non-QualifiedStock Options, Restricted Stock, Restricted Stock Units, Unrestricted Stock orSARs to such Employees on terms and conditions, consistent with the Plan,determined by the Committee which may differ from the terms and conditions ofother Awards in those forms pursuant to the Plan for the purpose of complyingwith the conditions for qualification of Awards for favorable treatment underforeign tax laws.

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## g.             Subjectto the express provisions of the Plan, the Committee shall have the power (i) toimplement (including the power to delegate such implementation to appropriateofficers of the Company), interpret and construe the Plan and Awards and AwardAgreements or other documents defining the rights and obligations of theCompany and Participants hereunder and thereunder, (ii) to determine allquestions arising hereunder and thereunder, and (iii) to adopt and amendsuch rules and regulations for the administration hereof and thereof as itmay deem desirable.  The interpretationand construction by the Committee of any provisions of the Plan or of any Awardor Award Agreement shall be conclusive and binding.  Any action taken by, or inaction of, theCommittee relating to the Plan or any Award or Award Agreement shall be withinthe discretion of the Committee and shall be conclusive and binding upon allpersons.  Subject only to compliance withthe express provisions hereof, the Committee may act in its discretion inmatters related to the Plan and any and all Awards and Award Agreements.  The Committee’s determinations under the Planneed not be uniform and may be made by it selectively among Employees andNon-Employees who receive, or who are eligible to receive, Awards under thePlan, whether or not such persons are similarly situated.

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## h.             Itis the intent of the Company that the Plan and Awards hereunder satisfy, and beinterpreted in a manner that satisfy, in the case of Participants who are ormay be Executive Officers, the applicable requirements of Rule 16b-3 underthe Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3,or other exemptive rules under Section 16 of the Exchange Act, andwill not be subjected to avoidable liability under Section 16(b) ofthe Exchange Act.

 

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## i.              TheCommittee may delegate, and revoke the delegation of, all or any portion of itsauthority and powers under the Plan to the Chief Executive Officer of theCompany, except that the Committee may not delegate any discretionary authoritywith respect to substantive decisions or functions regarding the Plan or Awardsto the extent (i) related to Awards granted to Executive Officers, (ii) inconsistentwith the intent expressed in Section 8(h) or (iii) prohibited byapplicable law.

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# **Section 9:**         Adjustment Provisions

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## a.             Inthe event of any change in or affecting the outstanding shares of Stock byreason of a stock dividend or split, recapitalization, reclassification, mergeror consolidation (whether or not the Company is a surviving corporation),reorganization, combination or exchange of shares or other similar corporatechanges or an extraordinary dividend in cash, securities or other property, theBoard of Directors shall make or take such amendments to the Plan andoutstanding Awards and Award Agreements and such adjustments and actionshereunder and thereunder as it deems appropriate, in its sole discretion, underthe circumstances, and its determination in that respect shall be final andbinding.  Such amendments, adjustmentsand actions may include, but are not limited to, changes in the number ofshares of Stock (or other securities) then remaining subject to the Plan, andthe maximum number of shares that may be delivered to any single Participantpursuant to the Plan, including those that are then covered by outstandingAwards, or accelerating the vesting of outstanding Awards.  No fractional interests will be issued underthe Plan resulting from any adjustments.

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## b.             TheCommittee shall make any further adjustments as it deems necessary to ensureequitable treatment of any holder of an Award as the result of any transactionaffecting the securities subject to the Plan not described in (a), or as isrequired or authorized under the terms of any applicable Award Agreement.

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## c.             Theexistence of the Plan and the Awards granted hereunder shall not affect orrestrict in any way the right or power of the Board of Directors or theshareholders of the Company to make or authorize any adjustment,recapitalization, reorganization or other change in its capital structure orits business, any merger or consolidation of the Company, any issue of bonds,debentures, preferred or prior preference stock or other securities ahead of oraffecting the Stock or the rights thereof, the dissolution or liquidation ofthe Company or any sale or transfer of all or any part of its assets orbusiness, or any other corporate act or proceeding.

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# **Section 10:**       Miscellaneous

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## a.             *Other Payments or Awards. *Nothing contained in the Planshall be deemed in any way to limit or restrict the Company or a Subsidiaryfrom making any award or payment to any person under any other plan,arrangement or understanding, whether now existing or hereafter in effect.

 

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## b.             *Payments to Other Persons. *If payments are legally requiredto be made to any person other than the person to whom any amount is made availableunder the Plan, payments shall be made accordingly. Any such payment shall be acomplete discharge of the liability hereunder.

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## c.             *Unfunded Plan. *The Plan shall be unfunded. No provision of the Plan or any Award or Award Agreement shall require theCompany or a Subsidiary, for the purpose of satisfying any obligations underthe Plan, to purchase assets or place any assets in a trust or other entity towhich contributions are made or otherwise to segregate any assets, nor shallthe Company or a Subsidiary maintain separate bank accounts, books, records orother evidence of the existence of a segregated or separately maintained oradministered fund for such purposes. Participants shall have no rights underthe Plan other than as unsecured general creditors of the Company or aSubsidiary, except that insofar as they may have become entitled to payment ofadditional compensation by performance of services, they shall have the samerights as other employees or consultants, as applicable, under generally applicablelaw.

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## d.             *Limits of Liability. *Any liability of the Company or a Subsidiary to anyParticipant with respect to an Award shall be based solely upon contractualobligations created by the Plan and the Award Agreement.  Neither the Company or its Subsidiaries, norany member of the Board of Directors or of the Committee, nor any other personparticipating in any determination of any question under the Plan, or in theinterpretation, administration or application of the Plan, shall have anyliability to any party for any action taken, or not taken, in good faith underthe Plan.

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## e.             *Rights of Employees and Non-Employees. *Status as an eligible Employee orNon-Employee shall not be construed as a commitment that any Award shall bemade under the Plan to such eligible Employee or Non-Employee or to eligibleEmployees or Non-Employees generally. Nothing contained in the Plan or in any Award Agreement shall conferupon any Employee or Non-Employee any right to continue in the employ or otherservice of or, in the case of prospective employees, contractors orconsultants, become employed by or render service to the Company or aSubsidiary or constitute any contract or limit in any way the right of theCompany or a Subsidiary to change such person’s compensation or other benefitsor, in the case of prospective employees, contractors or consultants,prospective compensation or benefits or to terminate the employment or otherservice or, in the case of prospective employees, contractors or consultants,withdraw an offer of employment or offer to retain such person with or withoutcause.

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## f.              *Section Headings*.  The section headings contained herein are forthe purpose of convenience only, and in the event of any conflict, the text ofthe Plan, rather than the section headings, shall control.

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## g.             *Gender, Etc*.  Ininterpreting the Plan, the masculine gender shall include the feminine, theneuter gender shall include the masculine or feminine, and the singular shallinclude the plural unless the context clearly indicates otherwise.

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## h.             *Invalidity*.  If any term or provision contained herein orin any Award Agreement shall to any extent be invalid or unenforceable, suchterm or provision, to the extent practicable, will be reformed so that it isvalid and as consistent as possible with the original provisions hereof, andsuch invalidity or unenforceability shall not affect any other provision orpart thereof.

 

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## i.              *Applicable Law. *The Plan, the Award Agreements and all actions takenhereunder or thereunder shall be governed by, and construed in accordance with,the laws of the State of Delaware without regard to the conflict of lawprinciples thereof.

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## j.              *Compliance with Laws. *Notwithstanding anything contained herein or in any AwardAgreement to the contrary, the Company shall not be required to sell or delivershares of Stock or other securities hereunder or thereunder if the sale ordelivery thereof would constitute a violation by the Participant or the Companyof any provisions of any law or regulation of any governmental authority or anynational securities exchange or interdealer quotation system, and as acondition of any sale or delivery the Company may require such agreements orundertakings, if any, as the Company may deem necessary or advisable in itsdiscretion to assure compliance with any such law or regulation.

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## k.             *Effective Date and Term. *The Plan was adopted by the Boardof Directors of the Company and shall be submitted to the sole shareholder ofthe Company, and if approved, shall be effective as of the MindspeedDistribution Date.  The Plan shall remainin effect until all Awards granted under the Plan have been exercised orterminated under the terms of the Plan and applicable Award Agreements,provided that Awards under the Plan may only be granted within ten (10) yearsfrom the effective date of the Plan.

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## l.              *Awards for Compensation Purposes Only.*  The Plan is not intended to constitute an “employeebenefit plan” within the meaning of Section 3(3) of ERISA.

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## m.            *Plan History.*  The Plan was amended and restated effective July 1,2008 to adjust (in accordance with Section 9 of the Plan) the number ofshares of Stock available under the Plan, the limits on the number of shares ofStock that may be granted as certain Awards and the annual limits of Awardsthat may be granted to Participants (as set forth in Section 5(a) ofthe Plan) after giving effect to a 1-for-5 reverse stock split of the Company’sStock, which became effective at 11:59 p.m. EDT on June 30, 2008.  Such amendment and restatement was notsubject to the approval of the Company’s shareholders.

 

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