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                                                                    Exhibit 10.5

                                                                       [5/13/03]

                                    FORM OF

                          MINDSPEED TECHNOLOGIES, INC.

                              DIRECTORS STOCK PLAN

1.    PURPOSE OF THE PLAN.

      The purpose of the Directors Stock Plan (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 9 of the Plan, there shall be
      reserved for delivery under the Plan an aggregate number of shares of
      common stock, par value $.01 per share, of Mindspeed (Shares) equal to the
      sum of (a) 400,000 plus (b) an annual increase effective on the first day
      of each fiscal year of Mindspeed commencing with the fiscal year beginning
      on or about October 1, 2004 and ending with the fiscal year beginning on
      or about October 1, 2014 in an amount
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      equal to the greater of (i) 160,000 Shares or (ii) 0.18% of the Shares
      outstanding on such date, provided that the Board of Directors of
      Mindspeed (the Board) may, in its sole discretion, determine that the
      amount of any one or more annual increases shall be a lesser number of
      Shares. Shares to be delivered under the Plan may be authorized and
      unissued Shares, Shares held in treasury or any combination thereof.

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
      committee or person 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 committee or person 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.

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


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      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 40,000 Shares. Each other Non-Employee Director shall be
      granted an option to purchase 40,000 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
      20,000 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.


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      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 American Stock Exchange (American Stock
      Exchange) 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.


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      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.    SHARES 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 American Stock Exchange 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


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      at the same time to receive those Shares in the form of restricted stock
      (Restricted Shares). Upon receipt of Shares, the recipient shall have all
      the rights of a shareholder. Upon receipt of Restricted Shares, the
      recipient shall have the right to vote the Shares and to receive dividends
      thereon, and the Restricted Shares shall have all the attributes of
      outstanding Shares except that the registered owner shall have no right to
      direct the transfer thereof. Restricted Shares shall be held in book-entry
      accounts subject to the direction of Mindspeed (or if Mindspeed elects,
      certificates therefor may be issued in the recipient's name but delivered
      to and held by Mindspeed) 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 the Board determines not to be adverse to the best interests
      of Mindspeed, when the restrictions on such book-entry accounts shall be
      released (or any certificates issued shall be delivered to the director),
      and such Shares shall cease to be Restricted Shares.

8.    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 Shares, options to
      purchase Shares or a


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      combination thereof, subject to the terms, conditions and restrictions
      established by the Board or the Committee at the time of grant.

9.    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.

10.   GOVERNMENT AND OTHER REGULATIONS.

      The obligations of Mindspeed to deliver Shares upon exercise of options
      granted under Section 6 of the Plan, pursuant to an election made under
      Section 7 of the Plan or pursuant to a grant made under Section 8 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 American Stock
      Exchange, or such other national securities exchange or automated
      inter-dealer quotation system as shall be approved by the Board.


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11.   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 as provided for in Section 3 hereof and adjustments pursuant to
      Section 9 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.

12.   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 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.

      (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.


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      (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.


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