<PAGE>

                                                                     Exhibit 4.1

                         [FACE OF CERTIFICATE OF STOCK]

Incorporated in Delaware 2001                                       COMMON STOCK

                NUMBER                                              SHARES

    TRANSFERABLE IN                                         CUSIP [            ]
     NEW YORK, NY                            SEE REVERSE FOR CERTAIN DEFINITIONS
  AND RIDGEFIELD PARK, NJ


                             MINDSPEED TECHNOLOGIES
                          MINDSPEED TECHNOLOGIES, INC.

THIS CERTIFIES THAT



IS THE OWNER OF

         FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF Mindspeed
Technologies, Inc. (hereinafter called the Corporation) transferable on the
books of the Corporation by said owner in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate is not
valid until countersigned by a Transfer Agent and registered by a Registrar.

         Witness the seal of the Corporation and the signatures of its duly
authorized officers.

         [the words "CERTIFICATE OF STOCK" are superimposed over the foregoing
text]


Dated

            SECRETARY                            CHIEF EXECUTIVE OFFICER

       [CORPORATE SEAL OF MINDSPEED TECHNOLOGIES, INC. - 2001 - DELAWARE]

                          COUNTERSIGNED AND REGISTERED:

                          MELLON INVESTOR SERVICES LLC
                          TRANSFER AGENT AND REGISTRAR,


                          BY                            AUTHORIZED SIGNATURE
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                        [REVERSE OF CERTIFICATE OF STOCK]
                          MINDSPEED TECHNOLOGIES, INC.

         The Corporation will furnish without charge to each shareholder who so
requests, a copy of the provisions setting forth the voting powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof which the Corporation is
authorized to issue, and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request may be addressed to the Secretary of
the Corporation or to the Transfer Agent named on the face hereof.

         This Certificate also evidences and entitles the holder hereof to
certain Rights as set forth (and as defined) in a Rights Agreement between the
Corporation and [ ], dated as of [ ], 2003 (the "Rights Agreement"), the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of the Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
Certificate. The Corporation will mail to the holder of this Certificate a copy
of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement,
Rights issued to any person who becomes an Acquiring Person (as defined in the
Rights Agreement) may become null and void.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with right
           of survivorship and not as
           tenants in common

UNIF GIFT MIN ACT --                     Custodian
                     -------------------           ---------------------------
                           (Cust)                            (Minor)

Under Uniform Gifts to Minors Act
                                  -------------------------------
                                              (State)

         Additional abbreviations may also be used though not in the above list.


                                       2
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         For Value Received,           hereby sell, assign and transfer unto
                            -----------

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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                                                                       Shares
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of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint

                                                                     Attorney to
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transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.

Dated
     --------------------------


                       ---------------------------------------------------------
                       NOTICE:      THE SIGNATURE TO THIS ASSIGNMENT MUST
                                    CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                    FACE OF THE CERTIFICATE IN EVERY PARTICULAR
                                    WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                    CHANGE WHATEVER.


Signature(s) Guaranteed:

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15


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