Exhibit 10.1





EXHIBIT 10.1




Mindspeed Technologies, Inc.




Directors Stock Plan




as amended and restated




As of November 20, 2009




 






1. PURPOSE OF THE PLAN.




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



2. PARTICIPANTS.




Participants in the Plan shall consist of directors of Mindspeed who are not employees of
Mindspeed or any of its subsidiaries (Non-Employee Director). The term “subsidiary” as
used in the Plan means a corporation more than 50% of the voting stock of which, or an
unincorporated 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 UNDER THE PLAN.




Subject to the provisions of Section 11 of the Plan, there shall be reserved for delivery under
the Plan, from the date of inception of the Plan, an aggregate of 288,000 shares of common
stock, par value $.01 per share, of Mindspeed (Shares). Shares to be delivered under the
Plan may be authorized and unissued Shares, Shares held in treasury or any combination
thereof. Shares delivered under the Plan which are forfeited or otherwise terminated shall
be available for subsequent grant under the Plan.



 


 









 







4. ADMINISTRATION OF THE PLAN.




The Plan shall be administered by the Compensation and Management Development Committee
(the Committee) of the Board, subject to the right of the Board, in its sole discretion, to
exercise or authorize another “independent committee” to exercise some or all of the
responsibilities, powers and authority vested in the Committee under the Plan. The
Committee (or the Board or any other independent committee authorized by the Board) shall
have authority to interpret the Plan, and to prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, and all such interpretations, rules
and regulations shall be conclusive and binding on all persons. For purposes of the Plan,
“independent committee” shall mean a committee of the Board consisting only of directors
who are: (i) an “independent director” under applicable NASDAQ rules, (ii) a “non-employee
director” as defined under Rule 16b-3 under the Securities Exchange Act of 1934 and (iii)
an “outside director” under Section 162(m) of the Internal Revenue Code of 1986.



5. EFFECTIVE DATE OF THE PLAN.




The Plan 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 rata distribution of all
outstanding Shares to Conexant’s shareowners (the Distribution).



 


 









 







6. STOCK OPTIONS.




Each Non-Employee Director in office at the time of the Distribution shall be granted, on
the first trading day following the Distribution or on such later date within 60 days
thereafter as the Board may designate, an option to purchase 8,000 Shares. Each other
Non-Employee Director shall be granted an option to purchase 8,000 Shares at the meeting of
the Board at which, or following the Annual Meeting of Shareholders at which, the
Non-Employee Director is first elected a director of Mindspeed. Following the Annual
Meeting of Shareholders held in the year 2004 and each Annual Meeting of Shareholders
thereafter, each Non-Employee Director who is elected a director at, or who was previously
elected and continues as a director after, that Annual Meeting shall be granted an option
to purchase 4,000 Shares, provided that the Board may, by action taken on or before the day
following the date of any such Annual Meeting, defer the option grants in respect of such
Annual Meeting for up to 60 days following such Annual Meeting to a date coinciding with
the date of grant of options or other incentive compensation by Mindspeed to some or all of
the officers of Mindspeed.



The exercise price per share for each option granted under the Plan shall be the closing
price per share (the Fair Market Value) of Shares on the date of grant as reported on the
Nasdaq Stock Market or such other national securities exchange or automated inter-dealer
quotation system on which the Shares have been duly listed and approved for quotation and
trading (or on the next preceding day such stock was traded if it was not traded on the
date of grant). The purchase price of the Shares with respect to which an option or
portion thereof is exercised shall be payable in full in cash, Shares valued at their Fair
Market Value on the date of exercise, or a combination thereof. Each option may be
exercised in whole or in part at any time after it becomes exercisable; and each option
shall become exercisable in four approximately equal installments on each of the first,
second, third and fourth anniversaries of the date the option is granted. No option shall
be exercisable prior to one year 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 after the date of the optionee’s death for a period of three years (or until the
expiration date specified in the option if earlier) even if it was not exercisable at the
date of death. Moreover, if an optionee retires after attaining age 55 and completing at
least five
years service as a director, all options then held by such optionee shall be exercisable even
if they were not exercisable at such retirement date; provided, however, that each such
option shall expire at the earlier of five years from the date of the optionee’s retirement
or the expiration date specified in the option.




 


 









 









Options granted under the Plan are not transferable other than (i) by will or by the laws of
descent and distribution; or (ii) by gift to the grantee’s spouse or natural, adopted or
step- children or grandchildren (Immediate Family Members) or to a trust for the benefit of
one or more of the grantee’s Immediate Family Members or to a family charitable trust
established by the grantee or a member of the grantee’s family. If an optionee ceases to
be a director while holding unexercised options, 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 years service as a director, or (iv) resignation from the Board for reasons
of the antitrust laws, compliance with Mindspeed’s conflict of interest policies or other
circumstances that the Committee may determine as serving the best interests of Mindspeed.



7. RESTRICTED STOCK UNITS.




Following the Annual Meeting of Shareholders held in the year 2008 and each Annual Meeting of
Shareholders thereafter, each Non-Employee Director who is elected a director at, or who
was previously elected and continues as a director after, that Annual Meeting shall be
granted restricted stock units (Restricted Stock Units) in an amount equal to the lesser of
(a) 3,000 Restricted Stock Units or (b) the number of Restricted Stock Units (rounded to
the nearest whole unit) equaling $45,000 divided by the closing price of Shares on the date
of grant as reported on the Nasdaq Stock Market or such other national securities exchange
or automated inter-dealer quotation system on which the Shares have been duly listed and
approved for quotation and trading (or on the next preceding day such stock was traded if
it was not traded on the date of grant). For the purpose of the calculation in the
previous sentence, one Restricted Stock Unit shall equal one Share.



The recipient shall not have the rights of a shareholder until such time as the Shares
underlying the Restricted Stock Units are settled by the issuance of such Shares to the
Non-Employee Director.
Upon receipt of the Shares underlying the Restricted Stock Units, the recipient shall have
the right to vote the Shares. One Share shall be issuable for each Restricted Stock Unit
awarded.



 


 









 







Restricted Stock Units issued under this Section 7 shall not be settled, and such Shares shall
not be issued, until ten days after (i) the recipient retires from the Board after
attaining age 55 and completing at least five years service as a director or (ii) the
recipient resigns from the Board or ceases to be a director by reason of the antitrust
laws, compliance with Mindspeed’s conflict of interest policies, death, disability or other
circumstances, and the Board has not determined (prior to the expiration of such ten day
period) that such resignation or cessation of service as a director is adverse to the best
interests of Mindspeed.



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



8. SHARES OR RESTRICTED STOCK UNITS IN LIEU OF CASH COMPENSATION.




Each Non-Employee Director may elect each year, not later than December 31 of the year
preceding the year as to which an election is to be applicable, to receive all or any
portion of the cash retainer to be paid for board, committee or other service in the
following calendar year through the issuance or transfer of Shares, valued at the closing
price as reported on the Nasdaq Stock Market or such other national securities exchange or
automated inter-dealer quotation system on which the Shares have been duly listed and
approved for quotation and trading, on the date when each payment of such retainer amount
would otherwise be made in cash (or on the next preceding day such stock was traded if it
was not traded on that date). Each Non-Employee Director making such an election may
also elect at the same time to receive the value of those Shares in the form of Restricted
Stock Units. The recipient shall not have the rights of a shareholder until such time as the
Shares underlying the Restricted Stock Units are settled by the issuance of such Shares to
the Non-Employee Director. Upon receipt of the Shares underlying the Restricted Stock Units,
the recipient shall have the right to vote the Shares. One Share shall be issuable for each
Restricted Stock Unit awarded.


 


 









 







Restricted Stock Units issued under this Section 8 shall not be settled, and such Shares shall
not be issued, until ten days after (i) the recipient retires from the Board after
attaining age 55 and completing at least five years service as a director or (ii) the
recipient resigns from the Board or ceases to be a director by reason of the antitrust
laws, compliance with Mindspeed’s conflict of interest policies, death, disability or other
circumstances, and the Board has not determined (prior to the expiration of such ten day
period) that such resignation or cessation of service as a director is adverse to the best
interests of Mindspeed.



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



9. RESTRICTED STOCK.




The Board or the Committee may, from time to time, as and when either thereof deems it
appropriate, provide one or more Non-Employee Directors with a grant of Restricted Stock,
subject to the terms, conditions and restrictions established by the Board or the Committee
at the time of grant.



 


 









 







10. ADDITIONAL COMPENSATION.




The Board or the Committee may, from time to time, as and when either thereof deems it
appropriate, provide one or more Non-Employee Directors with additional compensation under
the Plan. Such additional compensation may be in the form of a grant of Shares, Restricted
Stock, Restricted Stock Units, options to purchase Shares or a combination thereof, subject
to the terms, conditions and restrictions established by the Board or the Committee at the
time of grant.



11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.




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



12. GOVERNMENT AND OTHER REGULATIONS.




The obligations of Mindspeed to deliver Shares upon exercise of options granted under
Section 6 of the Plan, upon vesting and settlement of Restricted Stock Units pursuant to
Section 7 or an election made under Section 8 or the delivery of Shares pursuant to an
election made under Section 8 of the Plan or grants made under Section 9 or Section 10 of
the Plan, shall be subject to (i) all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required, including, without limitation,
compliance with the Securities Act of 1933, as amended, and (ii) the condition that such
Shares shall have been duly listed and approved for quotation and trading on the Nasdaq
Stock Market, or such other national securities exchange or automated inter-dealer
quotation system as shall be approved by the Board.



13. AMENDMENT AND TERMINATION OF THE PLAN.




The Plan may be amended by the Board in any respect, provided that, without shareholder
approval, no amendment shall (i) materially increase the maximum number of Shares available
for delivery under the Plan (other than adjustments pursuant to Section 11 hereof), (ii)
materially increase the benefits
accruing to participants under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan. The Plan may also be terminated at any time by
the Board.


 


 









 







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



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 then outstanding pursuant to the Plan shall forthwith
become fully exercisable whether or not then exercisable, all Restricted Stock Units shall
become fully vested and settled by the issuance of Shares, and the restrictions on all
Shares granted as Restricted Stock under the Plan shall forthwith lapse; provided, however,
that each such option shall expire at the earlier of five years from the date of the Change
of Control or the expiration date specified in the option; provided, also, that if the
event constituting a Change of Control is not also a “change in the ownership or effective
control” of Mindspeed, or a “change in the ownership of a substantial portion of the
assets” of Mindspeed, as those terms are defined under Code Section 409A, then Restricted
Stock Units shall be settled upon the Non-Employee Director’s “separation from service”
within the meaning under Code Section 409A coincident with or subsequent to such Change of
Control.

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

	 
	 	(c)	 	To the extent that Federal laws do not otherwise control, the Plan and all
determinations made and actions taken pursuant hereto shall be governed by the law of the
State of Delaware.