exv10w3






Exhibit 10.3




MINDSPEED TECHNOLOGIES, INC.

2003 LONG-TERM INCENTIVES PLAN

AWARD AGREEMENT FOR U.S. EMPLOYEES

STOCK OPTION TERMS AND CONDITIONS




DEFINITIONS





Capitalized terms used and not defined herein shall have the respective meanings assigned to
such terms in the Plan. As used in these Stock Option Terms and Conditions, the following
words and phrases shall have the respective meanings ascribed to them below unless the
context in which any of them is used clearly indicates a contrary meaning:


Award Agreement: These Stock Option Terms and Conditions together with the Grant Letter.



Cause: (i) A felony conviction of a Participant; (ii) the commission by a Participant of
an act of fraud or embezzlement against the Company and/or a Subsidiary; (iii) willful misconduct
or gross negligence materially detrimental to the Company and/or a Subsidiary; (iv) the
Participant’s continued failure to implement reasonable requests or directions received in the
course of his or her employment; (v) the Participant’s wrongful dissemination or use of
confidential or proprietary information; or (vi) the intentional and habitual neglect by the
Participant of his or her duties to the Company and/or a Subsidiary.



Disability: Permanent and total disability within the meaning of the Company’s long-term
disability plan, as it may be amended from time to time, or, if there is no such plan, as
determined by the Committee.



FAST: Fidelity’s automated service telephone system that is used to facilitate stock option
transactions.



Fidelity: Fidelity Stock Plan Services, the stock option administrator whom the Company
has engaged to administer and process all stock option exercises.



Grant Letter: The letter from the Company granting the stock option or stock options to
the Employee or Non-Employee.



Mindspeed: Mindspeed Technologies, Inc., a Delaware corporation.



NASDAQ: The Nasdaq National Market.



Options: The stock option or stock options listed in the first paragraph of the Grant
Letter and which together with these Stock Option Terms and Conditions constitutes the Award
Agreement.



Option Shares: The shares of Mindspeed Common Stock issuable or transferable on exercise
of the Options.



Plan: Mindspeed’s 2003 Long-Term Incentives Plan, as such Plan may be amended and in
effect at the relevant time.



Retirement: Retirement at or after age sixty two (62) or, with the advance consent of the
Committee, before age sixty two (62) but at or after age fifty five (55).



Web: Fidelity’s website that is used to facilitate stock option transactions and is
accessible through Mindspeed MyNet.




WHEN OPTIONS MAY BE EXERCISED





The Options are vested and may be exercised in accordance with the schedule included in the
Grant Letter, provided that:



if you die while an employee of Mindspeed, your estate, or any person who acquires the Options by
bequest or inheritance, may exercise all the Options not theretofore exercised, within (and only
within) the period beginning on your date of death (even if you die before you have become entitled
to exercise all or any part of the Options) and ending three (3) years thereafter;


if your employment by Mindspeed terminates other than by death, then:


if your employment by Mindspeed is terminated for Cause, the Options shall expire forthwith upon
your termination and may not be exercised thereafter; and


if your employment by Mindspeed terminates for any reason (including Retirement or Disability) not
specified in subparagraph (a) or in clause (i) of this subparagraph (b), you (or if you die after
your termination date, your estate or any person who acquires the Options by bequest or
inheritance) may thereafter exercise the Options within (and only within) the period ending three
(3) months after your termination date, but only to the extent they were exercisable on your
termination date, it being understood that neither (i) your transfer from Mindspeed to a Subsidiary
or affiliate of




1








 







Mindspeed, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of
Mindspeed to another, nor (ii) a leave of absence duly authorized in writing by Mindspeed, shall be
deemed a termination of employment; and



the beginning exercise date of any unexercisable Options will be delayed for the length of time
during which you are on an unpaid leave of absence duly authorized in writing by Mindspeed that
exceeds six (6) months.





The Committee may, in its discretion, extend the period during which Options may be
exercised beyond the period set forth in subparagraphs (a) and (b)(ii) above, but in no
event shall the provisions of the foregoing subparagraphs (a) or (b)(ii) extend to a date
more than eight (8) years after the date of the grant, the period during which the Options
may be exercised.



EXERCISE PROCEDURE



To exercise all or any part of the Options, you (or after your death, your estate or any person who
has acquired the Options by bequest or inheritance) must:



contact the administrator, Fidelity, by using the FAST or Web system or by speaking to a Fidelity
customer service representative and follow the instructions provided;



confirm the Option transaction by receiving a confirmation number through the FAST or Web system or
by speaking to a Fidelity customer service representative;



submit full payment of the exercise price for the Option Shares to be purchased on exercise of the Options:





	 	u	 	by check or cash; or
	 
	 	u	 	in shares of Stock; or
	 
	 	u	 	in a combination of check or cash and shares of Stock; and




provide, in the case of any person other than you seeking to exercise the Options, such documents
as Fidelity or the Secretary of Mindspeed shall require to establish to their satisfaction that
the person seeking to exercise the Options is entitled to do so.



An exercise of the whole or any part of the Options shall be effective:



if you elect (or after your death, the person entitled to exercise the Options elects) to pay the
exercise price for the Option Shares entirely by check or cash, (1) upon confirmation of your
transaction by using the FAST or Web system or by speaking to a Fidelity customer service
representative and full payment of the exercise price and withholding taxes (if applicable) being
received by Fidelity within three (3) business days following the confirmation; and (2) receipt of
any documents required pursuant to Section 3(a)(iv); and



if you elect (or after your death, the person entitled to exercise the Options elects) to pay the
exercise price of the Option Shares in shares of Stock or in a combination of shares of Stock and
check or cash, (1) upon confirmation of your transaction by using the FAST or Web system or by
speaking to a Fidelity customer service representative and full payment of the exercise price (as
defined in Section 3(d)(i)) and withholding taxes (if applicable) being received by Fidelity within
three (3) business days following the confirmation; and (2) receipt of any documents required
pursuant to Section 3(a)(iv).



If you choose (or after your death, the person entitled to exercise the Options chooses) to pay the
exercise price for the Option Shares to be purchased on exercise of any of the Options entirely by
check or cash, payment must be made by:





	 	u	 	delivering to Fidelity a check or cash in the full amount of the
exercise price for those Option Shares; or
	 
	 	u	 	arranging with a stockbroker, bank or other financial institution to
deliver to Fidelity full payment, by check, cash or (if prior arrangements
are made with Fidelity) by wire transfer, of the exercise price of those
Option Shares.






In either event, in accordance with Section 3(e), full payment of the exercise price
for the Option Shares purchased must be made within three (3) business days after
the exercise has been conducted and confirmed through the FAST or Web system or by
speaking to a Fidelity customer service representative.




	 	(i)	 	If you choose (or after your death, the person entitled to exercise the Options
chooses) to
use already-owned Stock to pay all or
     part of the exercise price for the
Option




2









 






	 	 	 	Shares to be purchased on exercise of any of the Options, you (or
after your death, the person entitled to exercise the Options) must deliver
to Fidelity one or more certificates (and executed stock powers), or
authorize the book-entry transfer to Mindspeed of shares of Stock,
representing:






	 	u	 	at least the number of shares of Stock whose value, based on the
closing price of the Stock reported on NASDAQ on the day you exercised
your Options through the FAST or Web system or by speaking to a
Fidelity customer service representative, equals the exercise price for
those Option Shares; or
	 
	 	u	 	any lesser number of shares of Stock you desire (or after your
death, the person entitled to exercise the Options desires) to use to
pay the exercise price for those Option Shares and a check or cash in
the amount of such exercise price less the value of the Stock
delivered, based on the closing price of the Stock reported on NASDAQ
on the day you exercised your Options through the FAST or Web system or
by speaking to a Fidelity customer service representative.






In the event you are using shares of Stock acquired from a Mindspeed benefit
plan, including but not limited to a stock option plan, restricted stock
plan, performance share plan and employee stock purchase plan, these shares
of Stock must have been held for a minimum of six (6) months from the date
of acquisition. You will be required to provide proper documentation
attesting to the fact that the shares of Stock used to pay all or part of
the exercise price for the Option Shares are mature shares of Stock. In the
event you are using shares of Stock purchased on the open market, there is
no required holding period.




	 	(ii)	 	Fidelity will advise you (or any other person who, being
entitled to do so, exercises the Options) of the exact number of shares of
Stock, valued in accordance with Section 4 of the Plan at the closing price
reported on NASDAQ on the effective date of exercise under Section 3(a)(ii),
and any funds required to pay in full the exercise price for the Option Shares
purchased. In accordance with Section 3(e), you (or such other person) must
pay, by check or cash, in shares of Stock or in a combination of check or cash
and shares of Stock, any balance required to pay in full the exercise price of
the Option Shares purchased within three (3) business days following the
confirmation of such exercise of the Options under Section 3(a)(ii).
	 
	 	(iii)	 	Notwithstanding any other provision of the Award Agreement,
the Secretary of Mindspeed may limit the number, frequency or volume of
successive exercises of any of the Options in which payment is made, in whole
or in part, by delivery of shares of Stock pursuant to this subparagraph (d) to
prevent unreasonable pyramiding of such exercises.




3









 










An exercise conducted and confirmed through the FAST or Web system or by speaking to a Fidelity
customer service representative, whether or not full payment of the exercise price for the Option
Shares is received by Fidelity, shall constitute a binding contractual obligation by you (or the
other person entitled to exercise the Options) to proceed with and complete that exercise of the
Options (but only so long as you continue, or the other person entitled to exercise the Options
continues, to be entitled to exercise the Options on that date). By your acceptance of this Award
Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to
exercise the Options) to deliver or cause to be delivered to Fidelity any balance of the exercise
price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted
through the FAST or Web system or by speaking to a Fidelity customer service representative
required to pay in full the exercise price for those Option Shares, that payment being by check,
cash, wire transfer, in shares of Stock or in a combination of check or cash and shares of Stock,
on or before the third (3rd) business day after the date on which you confirm the transaction
through the FAST or Web system or by speaking to a Fidelity customer service representative. If
such payment is not made, you (for yourself and on behalf of any other person who becomes entitled
to exercise the Options) authorize Mindspeed, in its discretion, to set off against salary payments
or other amounts due or which may become due you (or the other person entitled to exercise the
Options) any balance of the exercise price for those
Option Shares remaining unpaid thereafter.



A book-entry statement representing the number of Option Shares purchased will be issued as soon as
practicable (i) after Fidelity has received full payment therefor or (ii) at Mindspeed’s or
Fidelity’s election in their sole discretion, after Mindspeed or Fidelity has received (x) full
payment of the exercise price of those Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5.




TRANSFERABILITY





No Options or portion thereof shall be transferable by you otherwise than (i) by will or by
laws of descent and distribution, (ii) by gift to members of your immediate family, (iii) to
a trust established for the benefit of one or more members of your immediate family or (iv)
as otherwise determined by the Committee. For purposes of the Plan, “immediate family”
shall mean your spouse and natural, adopted or step-children and grandchildren.
Notwithstanding any transfer of an Option or portion thereof, the transferred Option shall
continue to be subject to the Plan and Award Agreement as were applicable to you immediately
prior to the transfer, as if the Option had not been transferred.



WITHHOLDING





Mindspeed or Fidelity shall have the right, in connection with the exercise of the Options
in whole or in part, to deduct from any payment to be made by Mindspeed or Fidelity under
the Plan an amount equal to the taxes required to be withheld by law with respect to such
exercise or to require you (or any other person entitled to exercise the Options) to pay to
it an amount sufficient to provide for any such taxes so required to be withheld. By your
acceptance of this Award Agreement, you agree (for yourself and on behalf of any other
person who becomes entitled to exercise the Options) that if Mindspeed or Fidelity elects to
require you (or such other person) to remit an amount sufficient to pay such withholding
taxes, you (or such other person) must remit that amount within three (3) business days
after the confirmation of the Option exercise (Section 3(a)(ii)). If such payment is not
made, Mindspeed, in its discretion, shall have the same right of set-off with respect to
payment of the withholding taxes in connection with the exercise of the Option as provided
under Section 3(e) with respect to payment of the exercise price.



RIGHTS AS SHAREHOLDER





You will not have any rights as a shareholder with respect to any Option Shares unless and
until you become the holder of such Option Shares on the books and records of Mindspeed. No
dividends or dividend equivalents will be paid by Mindspeed with respect to the Option
Shares.



HEADINGS





The section headings contained in these Stock Option Terms and Conditions are solely for the
purpose of reference, are not part of the agreement of the parties and shall in no way
affect the meaning or interpretation of this Award Agreement.



REFERENCES





All references in these Stock Option Terms and Conditions to sections, paragraphs,
subparagraphs or clauses shall be deemed to be references to sections, paragraphs,
subparagraphs and clauses of these Stock Option Terms and Conditions unless otherwise
specifically provided.



4









 





AMENDMENT AND TERMINATION





I understand that Mindspeed has reserved the right to amend or terminate the Plan at any
time, and that the grant of an Option in one year or at one time does not in any way
obligate Mindspeed or its affiliates to make a grant in any future year or in any given
amount. I acknowledge and understand that the grant is wholly discretionary in nature and
is not to be considered part of any normal or expected compensation that is or would be
subject to severance, resignation, redundancy or similar pay, other than to the extent
required by local law.



ENTIRE AGREEMENT





This Award Agreement and the Plan embody the entire agreement and understanding between
Mindspeed and you with respect to the Options, and there are no representations, promises,
covenants, agreements or understandings with respect to the Options other than those
expressly set forth in this Award Agreement and the Plan.



APPLICABLE LAWS AND REGULATIONS





This Award Agreement and Mindspeed’s obligation to issue Option Shares hereunder are
governed by the laws of the State of Delaware, without regard to its conflicts of laws
principles, and the Federal law of the United States.



5