**EXHIBIT10.8**

 

**MINDSPEED TECHNOLOGIES, INC.**

 

**DIRECTORS STOCK PLAN**

 

**ASAMENDED AND RESTATED**

 

**AS OFJULY 1, 2008**

 

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1.             *PURPOSE OF THE PLAN.*

 

Thepurpose of the Directors Stock Plan (as amended and restated, the Plan) is tolink the compensation of non-employee directors of Mindspeed Technologies, Inc.(Mindspeed) directly with the interests of the Mindspeed shareholders.

 

2.             *PARTICIPANTS.*

 

Participantsin the Plan shall consist of directors of Mindspeed who are not employees ofMindspeed or any of its subsidiaries (Non-Employee Director).  The term “subsidiary” as used in the Planmeans a corporation more than 50% of the voting stock of which, or anunincorporated business entity more than 50% of the equity interest in which,shall at the time be owned directly or indirectly by Mindspeed.

 

3.             *SHARES RESERVED UNDERTHE PLAN.*

 

Subjectto the provisions of Section 11 of the Plan, there shall be reserved fordelivery under the Plan, from the date of inception of the Plan, an aggregateof 288,000 shares of common stock, par value $.01 per share, of Mindspeed(Shares).  Shares to be delivered underthe Plan may be authorized and unissued Shares, Shares held in treasury or anycombination thereof.  Shares deliveredunder the Plan which are forfeited or otherwise terminated shall be availablefor subsequent grant under the Plan.

 

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4.             *ADMINISTRATION OF THEPLAN*.

 

ThePlan shall be administered by the Compensation and Management DevelopmentCommittee (the Committee) of the Board, subject to the right of the Board, inits sole discretion, to exercise or authorize another committee or person toexercise some or all of the responsibilities, powers and authority vested inthe Committee under the Plan.  TheCommittee (or the Board or any other committee or person authorized by theBoard) shall have authority to interpret the Plan, and to prescribe, amend andrescind rules and regulations relating to the administration of the Plan,and all such interpretations, rules and regulations shall be conclusiveand binding on all persons.

 

5.             *EFFECTIVE DATE OF THEPLAN*.

 

ThePlan has been approved by the Board and shall be submitted to Conexant Systems, Inc.(Conexant), the sole shareholder of Mindspeed, for approval and, if approved,shall become effective on the date on which Conexant completes the pro ratadistribution of all outstanding Shares to Conexant’s shareowners (theDistribution).

 

6.             *STOCK OPTIONS*.

 

EachNon-Employee Director in office at the time of the Distribution shall begranted, on the first trading day following the Distribution or on such laterdate within 60 days thereafter as the Board may designate, an option topurchase 8,000 Shares.  Each otherNon-Employee Director shall be granted an option to purchase 8,000 Shares atthe meeting of the Board at which, or following the Annual Meeting ofShareholders at which, the 

 

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Non-EmployeeDirector is first elected a director of Mindspeed.  Following the Annual Meeting of Shareholdersheld in the year 2004 and each Annual Meeting of Shareholders thereafter, eachNon-Employee Director who is elected a director at, or who was previouslyelected and continues as a director after, that Annual Meeting shall be grantedan option to purchase 4,000 Shares, provided that the Board may, by actiontaken on or before the day following the date of any such Annual Meeting, deferthe option grants in respect of such Annual Meeting for up to 60 days followingsuch Annual Meeting to a date coinciding with the date of grant of options orother incentive compensation by Mindspeed to some or all of the officers ofMindspeed.

 

Theexercise price per share for each option granted under the Plan shall be theclosing price per share (the Fair Market Value) of Shares on the date of grantas reported on the Nasdaq Stock Market or such other national securitiesexchange or automated inter-dealer quotation system on which the Shares havebeen duly listed and approved for quotation and trading (or on the nextpreceding day such stock was traded if it was not traded on the date ofgrant).  The purchase price of the Shareswith respect to which an option or portion thereof is exercised shall bepayable in full in cash, Shares valued at their Fair Market Value on the dateof exercise, or a combination thereof. Each option may be exercised in whole or in part at any time after itbecomes exercisable; and each option shall become exercisable in fourapproximately equal installments on each of the first, second, third and fourthanniversaries of the date the option is granted.  No option shall be exercisable prior to oneyear nor after ten years from the date of the grant thereof; provided, however,that if the holder of an option dies, the option may be exercised from and afterthe date of the optionee’s death for a period of three years (or until theexpiration date specified in the 

 

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optionif earlier) even if it was not exercisable at the date of death.  Moreover, if an optionee retires afterattaining age 55 and completing at least five years service as a director, alloptions then held by such optionee shall be exercisable even if they were notexercisable at such retirement date; provided, however, that each such optionshall expire at the earlier of five years from the date of the optionee’sretirement or the expiration date specified in the option.

 

Optionsgranted under the Plan are not transferable other than (i) by will or bythe laws of descent and distribution; or (ii) by gift to the grantee’sspouse or natural, adopted or step- children or grandchildren (Immediate FamilyMembers) or to a trust for the benefit of one or more of the grantee’sImmediate Family Members or to a family charitable trust established by thegrantee or a member of the grantee’s family. If an optionee ceases to be a director while holding unexercisedoptions, such options are then void, except in the case of (i) death, (ii) disability,(iii) retirement after attaining age 55 and completing at least five yearsservice as a director, or (iv) resignation from the Board for reasons ofthe antitrust laws, compliance with Mindspeed’s conflict of interest policiesor other circumstances that the Committee may determine as serving the bestinterests of Mindspeed.

 

7.             *RESTRICTED STOCK UNITS.*

 

Followingthe Annual Meeting of Shareholders held in the year 2008 and each AnnualMeeting of Shareholders thereafter, each Non-Employee Director who is elected adirector at, or who was previously elected and continues as a director after,that Annual Meeting shall be granted restricted stock units (Restricted StockUnits) in an amount equal to the lesser of (a) 3,000 Restricted StockUnits or (b) the number of Restricted Stock Units 

 

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(roundedto the nearest whole unit) equaling $45,000 divided by the closing price ofShares on the date of grant as reported on the Nasdaq Stock Market or suchother national securities exchange or automated inter-dealer quotation systemon which the Shares have been duly listed and approved for quotation andtrading (or on the next preceding day such stock was traded if it was nottraded on the date of grant).  For thepurpose of the calculation in the previous sentence, one Restricted Stock Unitshall equal one Share.

 

Therecipient shall not have the rights of a shareholder until such time as theShares underlying the Restricted Stock Units are settled by the issuance ofsuch Shares to the Non-Employee Director. However, the recipient will receive dividends in respect of the Sharesunderlying the Restricted Stock Units, which will be paid if and when suchdividends are normally paid to Mindspeed shareholders.  Upon receipt of the Shares underlying theRestricted Stock Units, the recipient shall have the right to vote theShares.  One Share shall be issuable foreach Restricted Stock Unit awarded.

 

RestrictedStock Units issued under this Section 7 shall not be settled, and suchShares shall not be issued, until ten days after (i) the recipient retiresfrom the Board after attaining age 55 and completing at least five yearsservice as a director or (ii) the recipient resigns from the Board orceases to be a director by reason of the antitrust laws, compliance withMindspeed’s conflict of interest policies, death, disability or othercircumstances, and the Board has not determined (prior to the expiration ofsuch ten day period) that such resignation or cessation of service as adirector is adverse to the best interests of Mindspeed.

 

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Thesettlement of the Restricted Stock Units as described above shall be delayed inthe event Mindspeed reasonably determines that the issuance of the Shares wouldconstitute a violation of federal securities laws or other applicable law.  If the settlement of the Restricted StockUnits is delayed by the provisions of this paragraph, the settlement of theRestricted Stock Units shall occur at the earliest date at which Mindspeedreasonably determines that issuing the Shares will not cause a violation offederal securities laws or other applicable law.  For purposes of this paragraph, the issuanceof Shares that would cause inclusion in gross income or the application of anypenalty provision or other provision of the Internal Revenue Code of 1986, asamended (the Code), is not considered a violation of applicable law.

 

8.             *SHARES OR RESTRICTEDSTOCK UNITS IN LIEU OF CASH COMPENSATION.*

 

EachNon-Employee Director may elect each year, not later than December 31 ofthe year preceding the year as to which an election is to be applicable, toreceive all or any portion of the cash retainer to be paid for board, committeeor other service in the following calendar year through the issuance ortransfer of Shares, valued at the closing price as reported on the Nasdaq StockMarket or such other national securities exchange or automated inter-dealerquotation system on which the Shares have been duly listed and approved forquotation and trading, on the date when each payment of such retainer amountwould otherwise be made in cash (or on the next preceding day such stock wastraded if it was not traded on that date). Each Non-Employee Director making such an election may also elect at thesame time to receive the value of those Shares in the form of Restricted StockUnits.  The recipient shall not have therights of a shareholder until such time as the Shares underlying the RestrictedStock Units are settled by the issuance of such 

 

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Sharesto the Non-Employee Director.  However,the recipient will receive dividends in respect of the Shares underlying theRestricted Stock Units, which will be paid if and when such dividends arenormally paid to Mindspeed shareholders. Upon receipt of the Shares underlying the Restricted Stock Units, therecipient shall have the right to vote the Shares.  One Share shall be issuable for eachRestricted Stock Unit awarded.

 

RestrictedStock Units issued under this Section 8 shall not be settled, and suchShares shall not be issued, until ten days after (i) the recipient retiresfrom the Board after attaining age 55 and completing at least five yearsservice as a director or (ii) the recipient resigns from the Board orceases to be a director by reason of the antitrust laws, compliance withMindspeed’s conflict of interest policies, death, disability or othercircumstances, and the Board has not determined (prior to the expiration ofsuch ten day period) that such resignation or cessation of service as adirector is adverse to the best interests of Mindspeed.

 

Thesettlement of the Restricted Stock Units as described above shall be delayed inthe event Mindspeed reasonably determines that the issuance of the Shares wouldconstitute a violation of federal securities laws or other applicable law.  If the settlement of the Restricted StockUnits is delayed by the provisions of this paragraph, the settlement of theRestricted Stock Units shall occur at the earliest date at which Mindspeedreasonably determines that issuing the Shares will not cause a violation offederal securities laws or other applicable law.  For purposes of this paragraph, the issuanceof Shares that would cause inclusion in gross income or the application of anypenalty provision or other provision of the Code is not considered a violationof applicable law.

 

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9.             *RESTRICTED STOCK*.

 

TheBoard or the Committee may, from time to time, as and when either thereof deemsit appropriate, provide one or more Non-Employee Directors with a grant ofRestricted Stock, subject to the terms, conditions and restrictions establishedby the Board or the Committee at the time of grant.

 

10.           *ADDITIONAL COMPENSATION*.

 

TheBoard or the Committee may, from time to time, as and when either thereof deemsit appropriate, provide one or more Non-Employee Directors with additionalcompensation under the Plan.  Suchadditional compensation may be in the form of a grant of Shares, RestrictedStock, Restricted Stock Units, options to purchase Shares or a combinationthereof, subject to the terms, conditions and restrictions established by theBoard or the Committee at the time of grant.

 

11.           *ADJUSTMENTS UPONCHANGES IN CAPITALIZATION*.

 

Ifthere shall be any change in or affecting Shares on account of any merger,consolidation, reorganization, recapitalization, reclassification, stockdividend, stock split or combination, or other distribution to holders ofShares (other than a cash dividend), there shall be made or taken suchamendments to the Plan and such adjustments and actions thereunder as the Boardmay deem appropriate under the circumstances.

 

12.           *GOVERNMENT AND OTHERREGULATIONS*.

 

Theobligations of Mindspeed to deliver Shares upon exercise of options grantedunder Section 6 of the Plan, upon vesting and settlement of RestrictedStock Units pursuant to Section 7 or an election made under Section 8or the delivery of Shares pursuant to an 

 

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electionmade under Section 8 of the Plan or grants made under Section 9 or Section 10of the Plan, shall be subject to (i) all applicable laws, rules andregulations and such approvals by any governmental agencies as may be required,including, without limitation, compliance with the Securities Act of 1933, asamended, and (ii) the condition that such Shares shall have been dulylisted and approved for quotation and trading on the Nasdaq Stock Market, orsuch other national securities exchange or automated inter-dealer quotationsystem as shall be approved by the Board.

 

13.           *AMENDMENT ANDTERMINATION OF THE PLAN*.

 

ThePlan may be amended by the Board in any respect, provided that, withoutshareholder approval, no amendment shall (i) materially increase themaximum number of Shares available for delivery under the Plan (other thanadjustments pursuant to Section 11 hereof), (ii) materially increasethe benefits accruing to participants under the Plan, or (iii) materiallymodify the requirements as to eligibility for participation in the Plan.  The Plan may also be terminated at any timeby the Board.

 

ThePlan was amended and restated effective July 1, 2008 to adjust (inaccordance with Section 11 of the Plan) the number of Shares available forissuance under the Plan, as well as the number of Shares subject to automatic stockoption and Restricted Stock Unit grants after giving effect to a 1-for-5reverse stock split of the Company’s common stock, which became effective at11:59 p.m. EDT on June 30, 2008. Such amendment and restatement was not subject to the approval of theCompany’s shareholders.

 

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14.           *MISCELLANEOUS.*

 

(a)         If a Change of Control as defined in Article III,Section 14(I)(1) of Mindspeed’s Bylaws shall occur, all options thenoutstanding pursuant to the Plan shall forthwith become fully exercisablewhether or not then exercisable, all Restricted Stock Units shall become fullyvested and settled by the issuance of Shares, and the restrictions on allShares granted as Restricted Stock under the Plan shall forthwith lapse;provided, however, that each such option shall expire at the earlier of fiveyears from the date of the Change of Control or the expiration date specifiedin the option.

 

(b)         Nothing contained in the Plan shall bedeemed to confer upon any person any right to continue as a director of or tobe associated in any other way with Mindspeed.

 

(c)         To the extent that Federal laws do nototherwise control, the Plan and all determinations made and actions takenpursuant hereto shall be governed by the law of the State of Delaware.

 

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