exv10w1






Exhibit 10.1



Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as [***]. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT




     THIS CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into
as of the last date set forth on the signature page hereto, and is made effective as of April 3,
2009 (the “Effective Date”), by and between Preetinder S. Virk (“Employee”) and Mindspeed
Technologies, Inc., a Delaware corporation (“Mindspeed”).



RECITALS




WHEREAS, Employee is currently employed by Mindspeed as Senior Vice President and General Manager,
Enterprise and Customer Premise Equipment (“CPE”);



WHEREAS, Employee and Mindspeed wish to arrange for Employee’s separation from employment with
Mindspeed on mutually agreeable terms and conditions as set forth in this Agreement;



ACCORDINGLY, the parties agree as follows:




     1. Termination. Employee will cease active employment with Mindspeed on the Effective
Date. Mindspeed accepts Employee’s decision to leave the company. Mindspeed and Employee agree to
affect a thoughtful and professional business transition. Employee agrees to provide transitional
assistance to Mindspeed through September 11, 2009 to contribute to a structured CPE business
transition and Mindspeed’s strategy development.



     2. Resignation. As of the Effective Date, Employee hereby resigns his position as an
officer of Mindspeed and as a director or officer in each of Mindspeed’s subsidiaries for which he
holds an office or offices.



     3. Settlement Sum. In consideration of Employee’s representations and releases in
this Agreement, Mindspeed will provide Employee with salary continuation pay at Employee’s current
salary level of $4,807.69 per week (less applicable withholdings) for twenty-three (23) weeks
beginning on April 4, 2009 and continuing through September 11, 2009 (the “Salary Continuation
Period”). The salary continuation payments will be made in accordance with Mindspeed’s bi-weekly
payroll schedule. Employee will not accrue additional vacation hours after the Effective Date.
During the Salary Continuation Period, Mindspeed will continue to pay the costs of Employee’s
health club membership, two (2) airline clubs, and financial



1









 







counseling benefits, to the same extent as if Employee had remained an officer of Mindspeed during
such period. Participation in Mindspeed’s life insurance plan, long term disability insurance
coverage, 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 to
satisfy Employee’s repayment obligations for the unearned amount of the special bonus Employee
received pursuant to that certain April 8, 2008 letter from Raouf Halim. If Employee does not pay
Mindspeed $37,500 within such period, Employee agrees that the foregoing payments and benefits will
terminate on July 17, 2009. The foregoing payments and benefits will be referred to collectively
as the “Settlement Sum,” and the parties hereto agree that the Settlement Sum provides Employee
with full recompense for any and all claims for lost or unpaid wages, benefits, damages, interest
and 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 the
close of business on the last day of the Salary Continuation Period (the “Termination Date”), all
stock options for Mindspeed stock that have been granted to Employee under any of Mindspeed’s or
any other company’s stock plans and which are not vested as of the Termination Date, shall
immediately expire and shall not be exercisable under any circumstances. Any such options that are
vested as of the Termination Date shall be exercisable for the period of time specified in the
terms of the option following the Termination Date and shall expire and shall not be exercisable at
the end of such period if they are not exercised within such period. All unearned restricted stock
as of the Termination Date, together with any dividends thereon, shall be forfeited, and Employee
shall have no further rights of any kind or nature with respect thereto. Employee’s Mindspeed
stock option and restricted stock awards outstanding as of the Effective Date are detailed in the
attached Schedule A.



     5. No Section 16 Reporting. Employee understands and agrees that, as of the Effective
Date, Employee shall no longer be a Section 16 officer of Mindspeed and all such reporting by
Mindspeed on Employee’s behalf shall cease.



     6. Mindspeed Proprietary Information. Employee represents, understands and agrees that he
is subject to that certain Employment Agreement, dated February 1, 2000, with Mindspeed, as
successor 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 and
effect. 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 trade
secret information of Mindspeed to the press, customers, analysts, investors or competitors. This
representation includes, but is not limited to, product roadmaps, customer lists, design wins and
employee lists. Mindspeed acknowledges that Employee’s employment with any of its competitors, in
and of itself, will not constitute disclosure. Mindspeed further acknowledges that the act of
meeting with a Mindspeed customer,



2









 




Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as [***]. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.



in and of itself, will not constitute disclosure, use or misappropriation of Mindspeed proprietary
information.




     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 no
longer in effect as of the Effective Date.



     8. Non-Compete. For a period of one year from the Effective Date, Employee agrees not
to perform services for a division or unit of one of the following companies directly competing
with Mindspeed in the Enterprise/CPE and VoIP space: [***]. In the event of Employee’s breach of
this Section 8, in addition to any other remedy available by law, Mindspeed may immediately
terminate Employee’s employment for cause, and Employee shall forfeit any unpaid remainder of the
Settlement Sum. During the Salary Continuation Period, Employee shall be permitted to perform
services for one of the foregoing companies in portions of their operations that do not directly
compete in the markets and technologies described above, including a Chief Executive Officer, Chief
Operating 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 or
assist any other company or person in soliciting any Mindspeed employee to leave Mindspeed and join
another company.



     10. No Further Claims. Employee agrees that he is not entitled to receive, and will not
claim, any additional right, benefit, payment or compensation, including but not limited to, any
claim for wages, benefits, damages, interest, attorneys fees and costs, other than what is
expressly set forth in Section 3, and hereby expressly waives any right to additional rights,
benefits, payments or compensation. Employee further acknowledges that Mindspeed makes this
Agreement without any admission of liability, and agrees, to the extent permissible by law, that he
will not defame, disparage or make false or deceptive allegations against Mindspeed, whether to the
press, employees, customers, investors or otherwise. In the event of Employee’s breach of this
Section 10, Mindspeed may immediately terminate Employee’s employment for cause, and Employee shall
forfeit any unpaid remainder of the Settlement Sum. For their part, the specific Mindspeed
executives aware of this Agreement, Raouf Y. Halim, Thomas O. Morton and Bret W. Johnsen, agree not
to 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 Mindspeed
employees to defame or disparage Employee.



3









 




Employee should direct all prospective employment inquiries or requests for employment references
to either Mr. Halim or Mr. Morton.




     11. Release. In exchange for the Settlement Sum, Employee agrees to, and by signing
this Agreement does, waive and release all claims (known and unknown) which he might otherwise have
had against Mindspeed and each of its past and present employees, officers, directors, agents,
representatives, attorneys, insurers, related entities, assigns, successors, and predecessors of
Mindspeed, 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 limited
to, rights arising out of alleged violations of any contract, express or implied (including but not
limited to any contract of employment, partnership, independent contractor, fiduciary, special or
confidential relationship); any covenant of good faith and fair dealing (express or implied); any
tort, 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 of
public policy; any violations or breaches of corporate by-laws; any legal restrictions on
Mindspeed’s right to terminate employees or take other employment actions; or any federal, state,
local, municipal or other governmental statute, regulation or ordinance, including, without
limitation, Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing
Act, 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 benefits
afforded by Section 1542 of the Civil Code of the State of California, and does so understanding
and acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the
Civil Code of the State of California states as follows:




“A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”


Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full
and complete release and discharge of all Releasees, Employee expressly acknowledges that this
Agreement is intended to include in its effect, without limitation, all Claims which Employee does
not know or suspect to exist in his favor against the Releasees, or any of them, at the time of


4









 






execution hereof, and that this Agreement contemplates the extinguishment of any such Claim or
Claims. 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 action
unrelated to Employee’s employment with Mindspeed or its predecessor companies), Mindspeed shall be
entitled to payment from Employee of all costs, expenses and attorney’s fees incurred as a result
of 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 other
than those which are expressly set forth above herein.



     14. Confidentiality. Employee represents and agrees that, with the exception of any
civil judicial action where disclosure of this Agreement is ordered by the court, or where
disclosure is compelled by law or government audit, he has and will keep the nature, terms and
existence of this Agreement and the Settlement Sum strictly confidential, and that he has not and
will not disclose, discuss or reveal any information concerning the nature, terms and existence of
this Agreement and the Settlement Sum to any other person, entity or organization, except that
Employee 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 judicial
action immediately upon learning of it so Mindspeed will be afforded a full opportunity to
intervene, to object and to take any other action necessary to protect the confidentiality of this
Agreement and the Settlement Sum. Employee acknowledges and agrees that Mindspeed is permitted to
disclose this Agreement and the Settlement Sum in order to comply with any Securities and Exchange
Commission or stock exchange disclosure requirements.



     15. Representations. Employee acknowledges that he has been advised to carefully
consider 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 his
attorneys to the full extent he so desired; that Employee has carefully read and fully understands
all of the provisions of this Agreement; that Employee has taken as much time as he needs for full
consideration of this Agreement; that Employee fully understands that this Agreement releases all
of his claims, both known and unknown, against the Releasees; that Employee is voluntarily entering
into 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 Age
Discrimination in Employment Act (“ADEA”) before signing this Agreement. Employee further
understands that he may use as much or as little of this twenty-one (21) day period as he wishes to
prior to signing this Agreement. Employee also understands that after he signs this Agreement he
is given seven (7) days within which to revoke the portion of this



5









 







Agreement releasing his claims
under the ADEA and we encourage Employee to seek the advice of counsel concerning his revocation
rights. 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 executing
this Agreement, he does not rely and has not relied upon any representation or
statement not set forth in this Agreement made by Mindspeed, the Releasees, or by any of their
agents, representatives or attorneys with regard to the subject matter, basis or effect of this
Agreement.



     18. No Admission of Liability. This Agreement shall not in any way be construed as an
admission 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. Mindspeed
specifically disclaims any liability to or wrongful acts against Employee or any other person, on
the 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 been
complicit in any financial reporting certification or board action taken in anything other than the
best 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 The
Sarbanes-Oxley Act or any applicable securities regulations) or exposure of any kind on the part of
Mindspeed 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 of
it is found to be unenforceable, the other sections shall remain fully valid and enforceable. This
Agreement shall survive the termination of any arrangements contained herein.



     21. Governing Law. This Agreement is made and entered into in the State of
California, and shall in all respects be interpreted, enforced and governed by and under the laws
of the State of California.



     22. Entire Agreement. This Agreement sets forth the entire agreement between the
parties hereto, and fully supersedes any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter of this Agreement. This Agreement may not be
modified, waived, rescinded or amended in any manner, except by a writing executed by all parties
to this Agreement which clearly and specifically modifies, waives, rescinds or amends this
Agreement. This Agreement is intended to comply with the provisions of Internal Revenue Code
Section 409A (“Code Section 409A”) and, accordingly, the parties agree to amend this Agreement in
good faith to the extent necessary to make this Agreement comply with Code Section 409A;  provided,
however, that Mindspeed makes no representation that the



6









 




amounts payable under this Agreement will
comply with Code Section 409A and makes no undertaking to prevent Code Section 409A from applying
to the amounts payable under this Agreement or to mitigate its effects on any payments made under
this Agreement.


     23. Successors and Assigns. This Agreement shall be binding upon Employee and upon
his respective heirs, administrators, representatives, executors, successors and assigns, and shall
inure to the benefit of Mindspeed and the other Releasees and their related entities. This
Agreement shall be binding on any successor entity to Mindspeed.


     24. No Assignment of Claims. Employee represents and warrants that he has
not 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 therein
he may have against the Releasees, and he agrees to indemnify, defend and hold the Releasees
harmless from and against any and all liability, loss, demands, claims, damages, costs, expenses or
attorneys’ fees incurred by the Releasees as the result of any person or entity asserting any such
right, assignment, transfer or subrogation.


     25. Execution in Counterparts. This Agreement may be executed in one or more
counterparts, any one of which shall be deemed to be the original even if the others are not
produced.


     26. Joint Preparation of this Agreement. Each party has had the opportunity to
revise, comment upon and redraft this Agreement. Accordingly, it is agreed that no rule of
construction shall apply against any party or in favor of any party. This Agreement shall be
construed as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shall
not be interpreted against any one party and in favor of the other.


     27. Further Actions. The parties hereto, without further consideration, shall execute
and deliver such other documents and take such other actions as may be necessary to achieve the
objectives of this Agreement. Employee further agrees to cooperate fully in the transition of
matters under his responsibility, and to make himself reasonably available, as necessary, to answer
questions or assist in such transitions.


     PLEASE READ CAREFULLY. THIS CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


	 	 	 	 	 	 	 	 	 
	Dated: April 3, 2009
	 	 	 	By:	 	/s/ Preetinder S. Virk
 

     Preetinder S. Virk	 	 




7







 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	MINDSPEED TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Dated: April 8, 2009
	 	 
	 	By:
	 	/s/ Raouf Y. Halim	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	      Raouf Y. Halim	 	 
	 
	 	 	 	 	 	      Chief Executive Officer	 	 




8








 





SCHEDULE A





9











 










Optionee Detail Report




04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name




Participant  ID # / Employee Id # / Employee Status / Location Code / Locale / Division / Section  16B / Insider / Term Code / Term Date




Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 408180 / Active / 645 / Domestic / / Section 1 6: Yes / Insider: No / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / ISO / MSPOP / MINDSPEED STOCK OPTION PL / 0000018513 / 2003-30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01/18/1999

	 	01/18/2009
	 	 	882	 	 	$	6.714	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	01/18/2009 — C
	 	 	882	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000026534 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/27/2000

	 	10/27/2008
	 	 	178	 	 	$	22.0295	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	10/27/2008 — C
	 	 	178	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000032852 / 2003-50	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	03/30/2001

	 	03/30/2009
	 	 	3,956	 	 	$	9.001	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	03/30/2009 — C
	 	 	3,956	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 000001 8940 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04/03/2002

	 	04/03/2010
	 	 	715	 	 	$	11.793	 	 	 	 	 	 	 	 	 	715	 	 	 	715	 	 	 	 	 	 	 	 	 	 	 






Fidelity Stock Plan Services LLC.




 Page 1 of 9 









 












Optionee Detail Report


04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name


Participant  ID # / Employee ID # / Employee Status / Location Code / Locale / Division / Section  16B / Insider / Term Code / Term Date


Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 4081 80
/ Active / 645 / Domestic / / Section 16: Yes / Insider: No / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000020498 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 
	04/03/2002

	 	04/03/2010
	 	 	715	 	 	$	11.793	 	 	 	 	 	 	 	 	 	715	 	 	 	715	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / CXT0000201 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04/03/2002

	 	04/03/2010
	 	 	786	 	 	$	11.793	 	 	 	 	 	 	 	 	 	786	 	 	 	786	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 25841880 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/05/2002

	 	11/05/2010
	 	 	857	 	 	$	5.015	 	 	 	 	 	 	 	 	 	857	 	 	 	857	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / FLD0000018 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	07/30/2004

	 	07/30/2012
	 	 	1,500	 	 	$	16.15	 	 	 	 	 	 	 	 	 	1,500	 	 	 	1,500	 	 	 	 	 	 	 	 	 






Fidelity Stock Plan Services LLC




 Page 2 of 9 









 











Optionee Detail Report




04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name

Participant ID # / Employee ID # / Employee Status / Location Code
/ Locale / Division / Section 16B / Insider / Term Code / Term Date


Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2015687924 / 408180
/ Active / 645 / Domestic / / Section 16: Yes / Insider: No / /	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0504200000515 / 2003LT-70	 	 	 	 	 
	01/28/2005

	 	01/28/2013
	 	 	2,500	 	 	$	11.40	 	 	 	 	 	 	 	 	 	2,500	 	 	 	2,500	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0508800000001 / 2003LT-70	 	 	 	 	 
	03/23/2005

	 	03/23/2013
	 	 	5,000	 	 	$	11.95	 	 	 	 	 	 	 	 	 	5,000	 	 	 	5,000	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0608000000007 / 2003LT-70	 	 	 	 	 
	03/10/2006

	 	03/10/2014
	 	 	10,000	 	 	$	17.70	 	 	 	 	 	 	 	 	 	10,000	 	 	 	5,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/01/2009
	 	2,500 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/01/2010
	 	2,500 	 	 	 	 






Fidelity Stock Plan Services LLC




 Page 3 of 9 









 










Optionee Detail Report




04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name


Participant  ID # / Employee ID # / Employee Status / Location Code /
Locale / Division / Section  16B / Insider / Term Code / Term Date


Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 408180 / Active / 645 / Domestic / / Section 1 6: Yes / Insider: No / /	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0705100000008 / 2003LT-70	 	 	 	 	 	 
	02/02/2007

	 	02/02/2015
	 	 	6,000	 	 	$	10.95	 	 	 	 	 	 	 	 	 	6,000	 	 	 	3,000	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/02/2009
	 	 	750	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/02/2009
	 	 	750	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/02/2009
	 	 	750	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	02/02/2010
	 	 	750	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0732300000015 / 2003LT-70	 	 	 	 	 	 	 
	11/15/2007

	 	11/15/2015
	 	 	8,000	 	 	 	$7.00	 	 	 	 	 	 	 	 	 	8,000	 	 	 	2,000	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2009
	 	 	2,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2010
	 	 	2,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2011
	 	 	2,000	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / SSJ0000578 / 2003-58	 	 	 	 	 	 	 
	05/09/2003

	 	05/09/2011
	 	 	266	 	 	 	$0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 






Fidelity
Stock Plan Services LLC




 Page 4 of 9 









 










Optionee Detail Report




04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name


Participant ID # / Employee ID # / Employee Status / Location Code /
Locale / Division / Section 16B / Insider / Term Code / Term Date


Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 408180
/Active / 645 / Domestic/ / Section 16: Yes / Insider: No/ /	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / MIN0000064 / 2003RS-74	 	 	 	 	 
	09/03/2004

	 	09/03/2012
	 	 	1,500	 	 	$	0,00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0529000000237 / 2003RS-75	 	 	 	 	 
	10/07/2005

	 	11/10/2006
	 	 	3,000	 	 	$	0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0529000000512 / 2003RS-76	 	 	 	 	 	 
	10/07/2005

	 	08/08/2007
	 	800
	 	$	0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 






Fidelity
Stock Plan Services LLC




 Page 5 of 9 









 










Optionee Detail Report




04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name


Participant  ID # / Employee ID # / Employee Status / Location Code / Locale /Division / Section  16B / Insider / Term Code / Term Date


Product Type / Grant Type / Plan ID / Plan Name / Client Grant ID / Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 408180 / Active / 645 / Domestic / / Section 16: Yes / Insider: No / /	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0604100000010 / 2003RS-74	 	 	 	 	 	 	 	 
	01/31/2006

	 	01/31/2010
	 	 	2,000	 	$	0.00	 	 	 	 	 	 	 	 	 	 	500	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	04/30/2019
	 	 	125	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	07/31/2009
	 	 	125	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2009
	 	 	125	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/31/2010
	 	 	125	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0608000000008 / 2003RS-74	 	 	 	 	 	 	 	 	 	 	 	 
	03/10/2006

	 	08/01/2010
	 	 	5,000	 	$	0.00	 	 	 	 	 	 	 	 	 	 	2,500	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/01/2009
	 	 	1,250	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/01/2010
	 	 	1,250	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0635300000158 / 2003RS-75	 	 	 	 	 	 	 	 
	11/16/2006

	 	 	 	 	2,000	 	$	0.00	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2007 — F
	 	 	130	 






Fidelity Stock Plan Services LLC




 Page 6 of 9 









 











Optionee Detail Report


04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name




Participant  ID # / Employee ID # / Employee Status / Location Code / Locale
/ Division / Section  16B / Insider / Term Code / Term Date




Product Type / Grant Type / Plan ID / Plan Name /Client Grant ID/ Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDER S.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 408180 / Active / 645 / Domestic / / Section 16: Yes / Insider: No / /	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0632400000001 / 2003RS-74	 	 	 	 	 
	11/17/2006

	 	 	 	 	4,500	 	 	$	0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0635300000478 / 2003RS-74 12/01/2006	 	 	 	 	 
	 
	 	 	 	 	1,500	 	 	$	0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0705800000036 / 2003RS-77 03/02/2007	 	 	 	 	 
	 
	 	 	 	 	1,363	 	 	$	0.00	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0722200000002 / 2003RS-74 07/27/2007	 	 	 	 	 
	 
	 	 	 	 	8,000	 	 	$	0.00	 	 	 	 	 	 	 	 	 	4,000	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	07/31/2009
	 	 	4,000	 	 	 	 	 






Fidelity Stock Plan Services LLC




 Page 7 of 9 









 










Optionee Detail Report

04/02/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name




Participant ID #  /
Employment ID # / Employee Status / Location Code / Locale /
Division / Section 16B / Insider / Term Code / Term Date




Product Type / Grant Type / Plan ID / Plan Name /Client Grant ID/ Product ID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    Grant	 	Expiry	 	Options	 	Grant	 	Exercise	 	Options	 	Exercise	 	Options	 	Shares	 	Vesting	 	Shares	 	Cancel	 	Shares
	      Date	 	Date	 	Granted	 	Price	 	Date - Type	 	Exercised	 	Price	 	Outstanding	 	Exercisable	 	Date	 	Vested	 	Date - Type	 	Cancelled
	 
	VIRK, PREETINDERS.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	015687924 / 4081
80 / Active / 645
/ Domestic / /
Section 16: Yes /
Insider: No / /	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0732300000005 / 2003RS-75	 	 	 	 	 	 	 	 	 	 
	11/15/2007

	 	 	6,250	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/21/2008 — C
	 	 	625	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0807700000300 / 2003RS-74	 	 	 	 	 	 	 	 	 	 
	03/07/2008

	 	 	10,000	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	5,000	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	04/30/2009
	 	 	1,250	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	07/31/2009
	 	 	1,250	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2009
	 	 	1,250	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/31/2010
	 	 	1,250	 	 	 	 	 	 	 





Fidelity Stock Plan Services LLC




 Page 8 of 9 









 










Optionee Detail Report

04/02/2009




Grand Totals:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Options	 	Shares
	     Client Id	 	Options Granted	 	Outstanding	 	Exercisable
	 
	MSPD
	 	 	87,268	 	 	 	48,073	 	 	 	22,073	 
	 





Fidelity Stock Plan Services LLC





 Page 9 of 9