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counseling benefits, to the same extent as if Employee had remained an officer of Mindspeed duringsuch period. Participation in Mindspeed’s life insurance plan, long term disability insurancecoverage, group personal excess liability coverage and 401(k) plan end on the Effective Date.Coverage under Mindspeed’s group medical, dental, and vision insurance plans ends on April 30,2009. Employee agrees to pay Mindspeed $37,500 within thirty (30) days from the Effective Date tosatisfy Employee’s repayment obligations for the unearned amount of the special bonus Employeereceived pursuant to that certain April 8, 2008 letter from Raouf Halim. If Employee does not payMindspeed $37,500 within such period, Employee agrees that the foregoing payments and benefits willterminate on July 17, 2009. The foregoing payments and benefits will be referred to collectivelyas the “Settlement Sum,” and the parties hereto agree that the Settlement Sum provides Employeewith full recompense for any and all claims for lost or unpaid wages, benefits, damages, interestand any other claim related to Employee’s employment or to the separation of such employment.     4. **Stock Plans**. Upon the termination of Employee’s employment from Mindspeed at theclose of business on the last day of the Salary Continuation Period (the “Termination Date”), allstock options for Mindspeed stock that have been granted to Employee under any of Mindspeed’s orany other company’s stock plans and which are not vested as of the Termination Date, shallimmediately expire and shall not be exercisable under any circumstances. Any such options that arevested as of the Termination Date shall be exercisable for the period of time specified in theterms of the option following the Termination Date and shall expire and shall not be exercisable atthe end of such period if they are not exercised within such period. All unearned restricted stockas of the Termination Date, together with any dividends thereon, shall be forfeited, and Employeeshall have no further rights of any kind or nature with respect thereto. Employee’s Mindspeedstock option and restricted stock awards outstanding as of the Effective Date are detailed in theattached Schedule A.     5. **No Section 16 Reporting**. Employee understands and agrees that, as of the EffectiveDate, Employee shall no longer be a Section 16 officer of Mindspeed and all such reporting byMindspeed on Employee’s behalf shall cease.     6. **Mindspeed Proprietary Information**. Employee represents, understands and agrees that heis subject to that certain Employment Agreement, dated February 1, 2000, with Mindspeed, assuccessor in interests to Conexant Systems, Inc., regarding Mindspeed’s proprietary information,and that the provisions which survive his employment are enforceable and remain in full force andeffect. Employee represents, as a material inducement to Mindspeed to enter into this Agreement,that he has not and will not disclose, use or misappropriate any confidential, proprietary or tradesecret information of Mindspeed to the press, customers, analysts, investors or competitors. Thisrepresentation includes, but is not limited to, product roadmaps, customer lists, design wins andemployee lists. Mindspeed acknowledges that Employee’s employment with any of its competitors, inand of itself, will not constitute disclosure. Mindspeed further acknowledges that the act ofmeeting with a Mindspeed customer,
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***Confidential treatment has been requested for portions of this exhibit. The copy filed herewithomits the information subject to the confidentiality request. Omissions are designated as [***]. Acomplete version of this exhibit has been filed separately with the Securities and ExchangeCommission.***in and of itself, will not constitute disclosure, use or misappropriation of Mindspeed proprietaryinformation.     7. **Termination of Agreement**. That certain change of control Employment Agreement,dated as of December 15, 2008, by and between Mindspeed and Employee, shall be terminated, and nolonger in effect as of the Effective Date.     8. **Non-Compete**. For a period of one year from the Effective Date, Employee agrees notto perform services for a division or unit of one of the following companies directly competingwith Mindspeed in the Enterprise/CPE and VoIP space: **[***]**. In the event of Employee’s breach ofthis Section 8, in addition to any other remedy available by law, Mindspeed may immediatelyterminate Employee’s employment for cause, and Employee shall forfeit any unpaid remainder of theSettlement Sum. During the Salary Continuation Period, Employee shall be permitted to performservices for one of the foregoing companies in portions of their operations that do not directlycompete in the markets and technologies described above, including a Chief Executive Officer, ChiefOperating Officer, or “Group” executive role with responsibility for multiple business units,provided that Employee complies with Section 6.     9. **Non-Solicit**. During the Salary Continuation Period and for a period of twelve (12)months after Employee’s Termination Date, Employee shall not directly or indirectly solicit orassist any other company or person in soliciting any Mindspeed employee to leave Mindspeed and joinanother company.     10. **No Further Claims**. Employee agrees that he is not entitled to receive, and will notclaim, any additional right, benefit, payment or compensation, including but not limited to, anyclaim for wages, benefits, damages, interest, attorneys fees and costs, other than what isexpressly set forth in Section 3, and hereby expressly waives any right to additional rights,benefits, payments or compensation. Employee further acknowledges that Mindspeed makes thisAgreement without any admission of liability, and agrees, to the extent permissible by law, that hewill not defame, disparage or make false or deceptive allegations against Mindspeed, whether to thepress, employees, customers, investors or otherwise. In the event of Employee’s breach of thisSection 10, Mindspeed may immediately terminate Employee’s employment for cause, and Employee shallforfeit any unpaid remainder of the Settlement Sum. For their part, the specific Mindspeedexecutives aware of this Agreement, Raouf Y. Halim, Thomas O. Morton and Bret W. Johnsen, agree notto defame, disparage or make false or deceptive allegations against Employee, whether to the press,employees, customers, investors or otherwise, or furthermore to knowingly allow other Mindspeedemployees to defame or disparage Employee.
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Employee should direct all prospective employment inquiries or requests for employment referencesto either Mr. Halim or Mr. Morton.     11. **Release**. In exchange for the Settlement Sum, Employee agrees to, and by signingthis Agreement does, waive and release all claims (known and unknown) which he might otherwise havehad against Mindspeed and each of its past and present employees, officers, directors, agents,representatives, attorneys, insurers, related entities, assigns, successors, and predecessors ofMindspeed, and all persons acting by, through, under or in concert with any of them (collectively,the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises,agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs,losses, debts and expenses (including back wages, and attorneys’ fees and costs actually incurred)of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limitedto, rights arising out of alleged violations of any contract, express or implied (including but notlimited to any contract of employment, partnership, independent contractor, fiduciary, special orconfidential relationship); any covenant of good faith and fair dealing (express or implied); anytort, including fraud and deceit, negligent misrepresentation, promise without intent to perform,conversion, breach of fiduciary duty, defamation, libel, slander, invasion of privacy, negligence,intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process,intentional or negligent interference with prospective economic advantage and conspiracy; any“wrongful discharge” and “constructive discharge” claims; any claims relating to any breach ofpublic policy; any violations or breaches of corporate by-laws; any legal restrictions onMindspeed’s right to terminate employees or take other employment actions; or any federal, state,local, municipal or other governmental statute, regulation or ordinance, including, withoutlimitation, Title VII of the Civil Rights Act of 1964, the California Fair Employment and HousingAct, the Americans with Disabilities Act, and the Age Discrimination in Employment Act(collectively “Claim” or “Claims”) arising prior to the execution of this Agreement.     12. **Waiver**. Employee expressly waives and relinquishes all rights and benefitsafforded by Section 1542 of the Civil Code of the State of California, and does so understandingand acknowledging the significance of such specific waiver of Section 1542. Section 1542 of theCivil Code of the State of California states as follows:“A general release does not extend to claims which the creditor doesnot know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must havematerially affected his or her settlement with the debtor.”Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a fulland complete release and discharge of all Releasees, Employee expressly acknowledges that thisAgreement is intended to include in its effect, without limitation, all Claims which Employee doesnot know or suspect to exist in his favor against the Releasees, or any of them, at the time of
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execution hereof, and that this Agreement contemplates the extinguishment of any such Claim orClaims. If Employee hereafter institutes any legal action against the Releasees, and each of them(except to enforce the specific provisions of this Agreement or for any future cause of actionunrelated to Employee’s employment with Mindspeed or its predecessor companies), Mindspeed shall beentitled to payment from Employee of all costs, expenses and attorney’s fees incurred as a resultof such legal action.     13. **No Other Promises**. This Agreement contains all of the terms, promises,representations and understandings made between the parties. Employee agrees that no promises,representations or inducements have been made to him which caused him to sign this Agreement otherthan those which are expressly set forth above herein.     14. **Confidentiality**. Employee represents and agrees that, with the exception of anycivil judicial action where disclosure of this Agreement is ordered by the court, or wheredisclosure is compelled by law or government audit, he has and will keep the nature, terms andexistence of this Agreement and the Settlement Sum strictly confidential, and that he has not andwill not disclose, discuss or reveal any information concerning the nature, terms and existence ofthis Agreement and the Settlement Sum to any other person, entity or organization, except thatEmployee may disclose this information to his legal counsel, spouse and professional accountant.Employee is to advise Mindspeed of any request or demand for disclosure in any civil judicialaction immediately upon learning of it so Mindspeed will be afforded a full opportunity tointervene, to object and to take any other action necessary to protect the confidentiality of thisAgreement and the Settlement Sum. Employee acknowledges and agrees that Mindspeed is permitted todisclose this Agreement and the Settlement Sum in order to comply with any Securities and ExchangeCommission or stock exchange disclosure requirements.     15. **Representations**. Employee acknowledges that he has been advised to carefullyconsider all of the provisions in this Agreement before signing it. Employee represents,acknowledges and agrees that he has fully discussed all aspects of this Agreement with hisattorneys to the full extent he so desired; that Employee has carefully read and fully understandsall of the provisions of this Agreement; that Employee has taken as much time as he needs for fullconsideration of this Agreement; that Employee fully understands that this Agreement releases allof his claims, both known and unknown, against the Releasees; that Employee is voluntarily enteringinto this Agreement; and that Employee has the capacity to enter into this Agreement.     16. **Age Discrimination**. Employee understands that he has a period of twenty-one (21)days to review and consider his release of his claims of age discrimination under the AgeDiscrimination in Employment Act (“ADEA”) before signing this Agreement. Employee furtherunderstands that he may use as much or as little of this twenty-one (21) day period as he wishes toprior to signing this Agreement. Employee also understands that after he signs this Agreement heis given seven (7) days within which to revoke the portion of this
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Agreement releasing his claimsunder the ADEA and we encourage Employee to seek the advice of counsel concerning his revocationrights. Such revocation, to be valid, must be in writing and received by Mindspeed within the seven(7) day revocation period.     17. **No Other Representations**. Employee represents and acknowledges that in executingthis Agreement, he does not rely and has not relied upon any representation orstatement not set forth in this Agreement made by Mindspeed, the Releasees, or by any of theiragents, representatives or attorneys with regard to the subject matter, basis or effect of thisAgreement.     18. **No Admission of Liability**. This Agreement shall not in any way be construed as anadmission by Mindspeed that it has acted wrongfully with respect to Employee or any other person,or that Employee or any other person has any rights whatsoever against Mindspeed. Mindspeedspecifically disclaims any liability to or wrongful acts against Employee or any other person, onthe part of itself, its agents or its employees, past or present.     19. **Compliance with Laws**. Employee represents that he has fulfilled his ethical,legal and professional responsibilities to Mindspeed, that he has not at any time known or beencomplicit in any financial reporting certification or board action taken in anything other than thebest interest of Mindspeed stockholders, and that he is not aware of any liabilities, obligations,noncompliance with legal requirements (including, but not limited to, noncompliance with TheSarbanes-Oxley Act or any applicable securities regulations) or exposure of any kind on the part ofMindspeed that he has not, as of the date of this Agreement, brought to the attention of Mindspeed.     20. **Severability**. The provisions of this Agreement are severable, and if any part ofit is found to be unenforceable, the other sections shall remain fully valid and enforceable. ThisAgreement shall survive the termination of any arrangements contained herein.     21. **Governing Law**. This Agreement is made and entered into in the State ofCalifornia, and shall in all respects be interpreted, enforced and governed by and under the lawsof the State of California.     22. **Entire Agreement**. This Agreement sets forth the entire agreement between theparties hereto, and fully supersedes any and all prior agreements or understandings between theparties hereto pertaining to the subject matter of this Agreement. This Agreement may not bemodified, waived, rescinded or amended in any manner, except by a writing executed by all partiesto this Agreement which clearly and specifically modifies, waives, rescinds or amends thisAgreement. This Agreement is intended to comply with the provisions of Internal Revenue CodeSection 409A (“Code Section 409A”) and, accordingly, the parties agree to amend this Agreement ingood faith to the extent necessary to make this Agreement comply with Code Section 409A;  provided,however, that Mindspeed makes no representation that the
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amounts payable under this Agreement willcomply with Code Section 409A and makes no undertaking to prevent Code Section 409A from applyingto the amounts payable under this Agreement or to mitigate its effects on any payments made underthis Agreement.     23. **Successors and Assigns**. This Agreement shall be binding upon Employee and uponhis respective heirs, administrators, representatives, executors, successors and assigns, and shallinure to the benefit of Mindspeed and the other Releasees and their related entities. ThisAgreement shall be binding on any successor entity to Mindspeed.     24. **No Assignment of Claims**. Employee represents and warrants that he hasnot heretofore assigned or otherwise transferred or subrogated, or purported to assign,transfer or subrogate, to any person or entity, any Claim or portion thereof, or interest thereinhe may have against the Releasees, and he agrees to indemnify, defend and hold the Releaseesharmless from and against any and all liability, loss, demands, claims, damages, costs, expenses orattorneys’ fees incurred by the Releasees as the result of any person or entity asserting any suchright, assignment, transfer or subrogation.     25. **Execution in Counterparts**. This Agreement may be executed in one or morecounterparts, any one of which shall be deemed to be the original even if the others are notproduced.     26. **Joint Preparation of this Agreement**. Each party has had the opportunity torevise, comment upon and redraft this Agreement. Accordingly, it is agreed that no rule ofconstruction shall apply against any party or in favor of any party. This Agreement shall beconstrued as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shallnot be interpreted against any one party and in favor of the other.     27. **Further Actions**. The parties hereto, without further consideration, shall executeand deliver such other documents and take such other actions as may be necessary to achieve theobjectives of this Agreement. Employee further agrees to cooperate fully in the transition ofmatters under his responsibility, and to make himself reasonably available, as necessary, to answerquestions or assist in such transitions.     **PLEASE READ CAREFULLY. THIS CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT INCLUDES ARELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**         Dated: April 3, 2009   By: /s/ Preetinder S. Virk      Preetinder S. Virk  
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             MINDSPEED TECHNOLOGIES, INC.           Dated: April 8, 2009   By: /s/ Raouf Y. Halim                       Raouf Y. Halim              Chief Executive Officer  
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**SCHEDULE A**
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