<PAGE>

                                                                    Exhibit 10.3

                                                                       [5/13/03]

                                    FORM OF

                          MINDSPEED TECHNOLOGIES, INC.

                         2003 LONG-TERM INCENTIVES PLAN

      SECTION 1: PURPOSE

      The purpose of the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan (the "Plan") is to provide incentive compensation to officers, executives
and other employees, and prospective employees, contractors and consultants of
the Company and its Subsidiaries; to attract and retain individuals of
outstanding ability; and to align the interests of such persons with the
interests of the Company's shareholders.

      SECTION 2: DEFINITIONS

      The following terms, as used herein, shall have the meaning specified:

      "Award" means an award granted pursuant to Section 4.

      "Award Agreement" means a letter to a Participant, together with the terms
and conditions applicable to an Award granted to the Participant, issued by the
Company, as described in Section 6.

      "Board of Directors" means the Board of Directors of the Company as it may
be comprised from time to time.

      "Code" means the Internal Revenue Code of 1986, and any successor statute,
as it or they may be amended from time to time.

      "Committee" means the Compensation and Management Development Committee of
the Board of Directors as it may be comprised from time to time or another
committee of the Board of Directors designated by the Board of Directors to
administer the Plan.

      "Company" means Mindspeed Technologies, Inc., a Delaware corporation, and
any successor corporation.

      "Conexant" means Conexant Systems, Inc., a Delaware corporation, and any
successor corporation.

      "Employee" means, subject to the exclusions set forth below, an individual
who was hired (and advised that he or she was being hired) directly by the
Company or a Subsidiary as a regular employee and who at the time of grant of an
Award performs regular employment services directly for the Company or a
Subsidiary, but shall not include (a) members of the Board of Directors who are
not also employees of the Company or a Subsidiary or (b) any individuals who
work, or who were hired to work, or who were advised that they work: (i) as
independent contractors or employees of independent contractors; (ii) as
temporary employees, regardless of
<PAGE>
the length of time that they work at the Company or a Subsidiary; (iii) through
a temporary employment agency, job placement agency, or other third party; or
(iv) as part of an employee leasing arrangement between the Company or a
Subsidiary and any third party. For the purposes of the Plan, the exclusions
described above shall remain in effect even if the described individual could
otherwise be construed as an employee under any applicable common law.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.

      "Executive Officer" means an Employee who is an executive officer of the
Company as defined in Rule 3b-7 under the Exchange Act (or any successor
provision).

      "Fair Market Value" means the closing sale price of the Stock as reported
on the American Stock Exchange or such other national securities exchange or
automated inter-dealer quotation system on which the Stock has been duly listed
and approved for quotation and trading on the relevant date, or if no sale of
the Stock is reported for such date, the next preceding day for which there is a
reported sale.

      "Incentive Stock Option" means an option to purchase Stock that is granted
pursuant to Section 4(b) or pursuant to any other plan of the Company or a
Subsidiary that complies with Code Section 422.

      "Mindspeed Distribution Date" means the date on which Conexant completes
the pro rata distribution of all outstanding Stock to Conexant shareowners.

      "Non-Employee" means an individual who at the time of grant of an Award
(a) has been extended an offer of employment with the Company or a Subsidiary
but who has not yet accepted the offer and become an Employee, or (b) performs
consulting, contracting or other services for the Company or a Subsidiary other
than in a capacity as an Employee or who has been extended an offer to perform
consulting, contracting or other services for the Company or a Subsidiary, but
shall not include members of the Board of Directors.

      "Non-Qualified Stock Option" shall have the meaning set forth in Section
4(a).

      "Participant" means any Employee or Non-Employee who has been granted an
Award pursuant to the Plan.

      "Restricted Stock" shall have the meaning set forth in Section 4(c).

      "SARs" shall have the meaning set forth in Section 4(e).

      "Stock" means shares of common stock, par value $.01 per share, of the
Company, or any security of the Company issued in substitution, exchange or lieu
thereof.


                                     - 2 -
<PAGE>
      "Subsidiary" means any corporation or other entity in which the Company,
directly or indirectly, controls 50% or more of the total combined voting power
of such corporation or other entity.

      "Ten-Percent Shareholder" means any person who owns, directly or
indirectly, on the relevant date, securities having ten percent (10%) or more of
the combined voting power of all classes of the Company's securities or of its
parent or subsidiaries. For purposes of applying the foregoing ten percent (10%)
limitation, the rules of Code Section 424(d) shall apply.

      "Unrestricted Stock" shall have the meaning set forth in Section 4(d).

      SECTION 3: ELIGIBILITY

      Persons eligible for Awards shall consist of Employees and Non-Employees
whose performance or potential contribution, in the judgment of the Committee,
will benefit the future success of the Company and/or a Subsidiary.
Notwithstanding the foregoing, only Employees will be eligible for Awards of
Incentive Stock Options, Restricted Stock and/or Unrestricted Stock under the
Plan and only Employees who are foreign nationals or employed outside the United
States will be eligible for Awards of SARs under the Plan.

      SECTION 4: AWARDS

      The Committee may grant any of the following types of Awards, either
singly, in tandem or in combination with other types of Awards, as the Committee
may in its sole discretion determine:

      a. Non-Qualified Stock Options. A "Non-Qualified Stock Option" is an Award
to an Employee or Non-Employee in the form of an option to purchase a specific
number of shares of Stock exercisable at such time or times, and during such
specified time not to exceed ten (10) years, as the Committee may determine, at
a price not less than 100% of the Fair Market Value of the Stock on the date the
option is granted.

            (i) The purchase price of the Stock subject to the option may be
      paid in cash. At the discretion of the Committee, the purchase price may
      also be paid by the tender of Stock (the value of such Stock shall be its
      Fair Market Value on the date of exercise), or through a combination of
      Stock and cash, or through such other means as the Committee determines
      are consistent with the Plan's purpose and applicable law. No fractional
      shares of Stock will be issued or accepted.

            (ii) Without limiting the foregoing, the Committee may permit
      Participants, either on a selective or aggregate basis, to simultaneously
      exercise options and sell the shares of Stock thereby acquired, pursuant
      to a brokerage or similar arrangement approved in advance by the
      Committee, and use the proceeds from such sale as payment of the purchase
      price of such Stock and any applicable withholding taxes.

      b. Incentive Stock Options. An Incentive Stock Option is an Award to an
Employee in the form of an option to purchase a specified number of shares of
Stock that complies with the


                                     - 3 -
<PAGE>
requirements of Code Section 422, which option shall, subject to the following
provisions, be exercisable at such time or times, and during such specified
time, as the Committee may determine.

            (i) The aggregate Fair Market Value (determined at the time of the
      grant of the Award) of the shares of Stock subject to Incentive Stock
      Options which are exercisable by one person for the first time during a
      particular calendar year shall not exceed $100,000.

            (ii) No Incentive Stock Option may be granted under the Plan after
      [          ], 2013.

            (iii) No Incentive Stock Option may be exercisable more than:

                  (A) in the case of an Employee who is not a Ten-Percent
            Shareholder on the date the option is granted, ten (10) years after
            the date the option is granted, and

                  (B) in the case of an Employee who is a Ten-Percent
            Shareholder on the date the option is granted, five (5) years after
            the date the option is granted.

            (iv) The exercise price of any Incentive Stock Option shall not be
      less than:

                  (A) in the case of an Employee who is not a Ten-Percent
            Shareholder on the date the option is granted, the Fair Market Value
            of the Stock subject to the option on such date; and

                  (B) in the case of an Employee who is a Ten-Percent
            Shareholder on the date the option is granted, 110% of the Fair
            Market Value of the Stock subject to the option on such date.

            (v) The Committee may provide that the exercise price of an
      Incentive Stock Option may be paid by one or more of the methods available
      for paying the exercise price of a Non-Qualified Stock Option.

      c. Restricted Stock. Restricted Stock is an Award of Stock that is issued
to an Employee subject to restrictions on transfer and such other restrictions
on incidents of ownership as the Committee may determine. Subject to such
restrictions, a Participant as owner of shares of Restricted Stock shall have
the rights of a holder of shares of Stock, except that the Committee may provide
at the time of the Award that any dividends or other distributions paid on the
Restricted Stock while subject to such restrictions shall be accumulated or
reinvested in Stock and held subject to the same restrictions as the Restricted
Stock and such other terms and conditions as the Committee shall determine.
Shares of Restricted Stock shall be registered in the name of the Participant
and, at the Company's sole discretion, (i) shall be held in book-entry form
subject to the Company's instructions until the restrictions relating thereto
lapse, or (ii) shall be evidenced by a certificate, which shall bear an
appropriate restrictive legend, shall be subject to appropriate stop-transfer
orders and shall be held in custody by the Company until the



                                     - 4 -

<PAGE>
restrictions relating thereto lapse, and the Participant shall deliver to the
Company a stock power endorsed in blank relating to the Restricted Stock.

      d. Unrestricted Stock. Unrestricted Stock is an Award of Stock that is
issued to an Employee without any restrictions, as the Committee in its sole
discretion shall determine. A Participant shall not be required to make any
payment for Unrestricted Stock. Upon receipt of shares of Unrestricted Stock,
the Participant as owner of such shares shall have the rights of a holder of
shares of Stock, including the right to vote the Unrestricted Stock and to
receive dividends and distributions thereon.

      e. Stock Appreciation Rights (SARs). A SAR is the right to receive a
payment measured by the increase in the Fair Market Value of a specified number
of shares of Stock from the date of grant of the SAR to the date on which the
Employee exercises the SAR. The payment to which the Employee is entitled on
exercise of a SAR may be in cash, in Stock valued at Fair Market Value on the
date of exercise or partly in cash and partly in Stock, as the Committee may
determine.

      SECTION 5: SHARES OF STOCK AVAILABLE UNDER PLAN

      a. Subject to adjustment as set forth in Section 9, the maximum number of
shares of Stock that may be delivered pursuant to the Plan shall be 10,000,000
(ten million). Subject to the maximum number of shares available under the Plan,
no more than 6,500,000 (six million five hundred thousand) shares shall be
available for Awards of Restricted Stock, no more than 6,500,000 (six million
five hundred thousand) shares shall be available for Awards of Unrestricted
Stock and SARs shall be granted with respect to no more than 50,000 (fifty
thousand) shares of Stock. No single Participant shall receive, in any one
calendar year, Awards which, over any three-year period, exceed a per-year
average of (i) options (whether Non-Qualified Stock Options or Incentive Stock
Options) with respect to 900,000 (nine hundred thousand) shares of Stock, (ii)
250,000 (two hundred fifty thousand) shares of Restricted Stock or (iii) 250,000
(two hundred fifty thousand) shares of Unrestricted Stock, in each case subject
to adjustment as set forth in Section 9.

      b. Shares of Stock with respect to the unexercised, undistributed or
unearned portion of any terminated or forfeited Award shall be available for
further Awards in addition to the shares of Stock available under Section 5(a).
Additional rules for determining the number of shares of Stock granted under the
Plan may be adopted by the Committee, as it deems necessary and appropriate.

      c. The Stock that may be delivered pursuant to an Award under the Plan may
be treasury or authorized but unissued Stock, or Stock may be acquired,
subsequently or in anticipation of the transaction, in the open market to
satisfy the requirements of the Plan.

      SECTION 6: AWARD AGREEMENTS.

      Each Award under the Plan shall be evidenced by an Award Agreement. Each
Award Agreement shall set forth the number of shares of Stock subject to the
Award and shall include the terms set forth below and such other terms and
conditions applicable to the Award, as


                                     - 5 -
<PAGE>
determined by the Committee, not inconsistent with the terms of the Plan.
Notwithstanding the foregoing, the provisions of subsection (b) below may be
modified to the extent deemed advisable by the Committee in Award Agreements
pertaining to Non-Employees providing consulting, contracting or other services
to the Company or a Subsidiary. In the event of any conflict between an Award
Agreement and the Plan, the terms of the Plan shall govern.

      a. Assignability. A provision setting forth the conditions pursuant to
which an Award may be assigned or transferred.

      b. Termination of Employment.

            (i) A provision describing the treatment of an Award in the event of
      the Retirement, Disability, death or other termination of a Participant's
      employment with the Company or a Subsidiary, including, but not limited
      to, the definitions of Retirement and Disability and terms relating to the
      vesting, time for exercise, forfeiture or cancellation of an Award in such
      circumstances. Participants who terminate employment due to Retirement,
      Disability or death prior to the satisfaction of applicable conditions and
      restrictions associated with their Awards may be entitled to prorated
      Awards as and to the extent determined by the Committee.

            (ii) A provision describing the treatment of an Award in the event
      of (A) a transfer of an Employee from the Company to a Subsidiary or an
      affiliate of the Company, whether or not incorporated, or vice versa, or
      from one Subsidiary or affiliate of the Company to another or (B) a leave
      of absence, duly authorized in writing by the Company.

            (iii) A provision stating that in the event the Participant's
      employment is terminated for Cause (as defined in the Award Agreement),
      anything else in the Plan or Award Agreement to the contrary
      notwithstanding, all Awards granted to the Participant shall immediately
      terminate and be forfeited.

      c. Rights as a Shareholder. A provision stating that a Participant shall
have no rights as a shareholder with respect to any Stock covered by an Award
until the date the Participant becomes the holder of record thereof. Except as
provided in Section 9, no adjustment shall be made for dividends or other
rights, unless the Award Agreement specifically requires such adjustment.

      d. Withholding. A provision requiring the withholding of applicable taxes
required by law from all amounts paid in satisfaction of an Award. A Participant
may satisfy the withholding obligation by paying the amount of any taxes in cash
or, with the approval of the Committee, shares of Stock may be delivered to the
Company or deducted from the payment or, in accordance with Section 4(a)(ii),
sold to satisfy the obligation in full or in part. If such tax withholding
obligation is paid in shares of Stock, tax amounts shall be limited to the
statutory minimum as required by law.

      e. Treatment of Options. Each Award of an option shall state whether it
will or will not be treated as an Incentive Stock Option.


                                     - 6 -
<PAGE>
      f. Performance Conditions. The Committee may condition, or provide for the
acceleration of, the exercisability or vesting of any Award upon such
prerequisites as it, in its sole discretion, deems appropriate, including, but
not limited to, achievement of specific objectives, whether absolute or relative
to a peer group or index designated by the Committee, with respect to one or
more measures of the performance of the Company and/or one or more Subsidiaries,
including, but not limited to, earnings per share, revenue, net income (whether
before or after extraordinary items), net operating income, earnings before
interest, taxes, depreciation and amortization (EBITDA), stock price and total
shareholder return. Such performance objectives shall be determined in
accordance with the Company's audited financial statements, to the extent
applicable, and so that a third party having knowledge of the relevant facts
could determine whether such performance objectives are met.

      SECTION 7: AMENDMENT AND TERMINATION

      The Board of Directors may at any time amend, suspend or discontinue the
Plan, in whole or in part, provided, however, that no such action shall be
effective without the approval of the shareholders of the Company to the extent
that such approval is necessary to comply with any tax or regulatory requirement
applicable to the Plan; and provided, further, that subject to Section 9, no
such action shall impair the rights of any holder of an Award without the
holder's consent. The Committee may at any time alter or amend any or all Awards
and Award Agreements under the Plan to the extent permitted by law, except that,
subject to the provisions of Section 9, no such alteration or amendment shall
impair the rights of any holder of an Award without the holder's consent.
Notwithstanding the foregoing, no such action may, without approval of the
shareholders of the Company, increase the number of shares of Stock with respect
to which Awards may be granted or reduce the exercise price of any Option or SAR
below Fair Market Value on the date of grant.

SECTION 8:  ADMINISTRATION

      a. The Plan and all Awards shall be administered by the Committee. The
members of the Committee shall be designated by the Board of Directors from
among its members who are not eligible for Awards under the Plan.

      b. Any member of the Committee who, at the time of any proposed grant of
one or more Awards, is not both an "outside director" as defined for purposes of
Code Section 162(m) and a "Non-Employee Director" as defined in Rule
16b-3(b)(3)(i) under the Exchange Act (or any successor provision) shall abstain
from and take no part in the Committee's action on the proposed grant.

      c. The Committee and others to whom the Committee has delegated such
duties shall keep a record of all their proceedings and actions and shall
maintain all such books of account, records and other data as shall be necessary
for the proper administration of the Plan.

      d. The Company shall pay all reasonable expenses of administering the
Plan, including, but not limited to, the payment of professional fees.


                                     - 7 -
<PAGE>
      e. The Committee may appoint such accountants, counsel and other experts
as it deems necessary or desirable in connection with the administration of the
Plan. Subject to the express provisions of the Plan, the Committee may delegate
to the officers or employees of the Company and its Subsidiaries the authority
to execute and deliver such instruments and documents, to do all such acts and
things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of the Plan in accordance with its
terms and purpose.

      f. The Committee may adopt such procedures and sub-plans as are necessary
or appropriate to permit participation in the Plan by employees who are foreign
nationals or employed outside the U.S. Without limiting the foregoing, the
Committee may authorize supplementary plans applicable to Employees subject to
the tax laws of one or more countries other than the United States in order to
provide for the grant of Non-Qualified Stock Options, Restricted Stock,
Unrestricted Stock or SARs to such Employees on terms and conditions, consistent
with the Plan, determined by the Committee which may differ from the terms and
conditions of other Awards in those forms pursuant to the Plan for the purpose
of complying with the conditions for qualification of Awards for favorable
treatment under foreign tax laws.

      g. Subject to the express provisions of the Plan, the Committee shall have
the power (i) to implement (including the power to delegate such implementation
to appropriate officers of the Company), interpret and construe the Plan and
Awards and Award Agreements or other documents defining the rights and
obligations of the Company and Participants hereunder and thereunder, (ii) to
determine all questions arising hereunder and thereunder, and (iii) to adopt and
amend such rules and regulations for the administration hereof and thereof as it
may deem desirable. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award or Award Agreement shall be conclusive
and binding. Any action taken by, or inaction of, the Committee relating to the
Plan or any Award or Award Agreement shall be within the discretion of the
Committee and shall be conclusive and binding upon all persons. Subject only to
compliance with the express provisions hereof, the Committee may act in its
discretion in matters related to the Plan and any and all Awards and Award
Agreements. The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among Employees and Non-Employees who receive,
or who are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.

      h. It is the intent of the Company that the Plan and Awards hereunder
satisfy, and be interpreted in a manner that satisfy, in the case of
Participants who are or may be Executive Officers, the applicable requirements
of Rule 16b-3 under the Exchange Act, so that such persons will be entitled to
the benefits of Rule 16b-3, or other exemptive rules under Section 16 of the
Exchange Act, and will not be subjected to avoidable liability under Section
16(b) of the Exchange Act.

      i. The Committee may delegate, and revoke the delegation of, all or any
portion of its authority and powers under the Plan to the Chief Executive
Officer of the Company, except that the Committee may not delegate any
discretionary authority with respect to substantive decisions or functions
regarding the Plan or Awards to the extent (i) related to Awards granted to


                                     - 8 -
<PAGE>
Executive Officers, (ii) inconsistent with the intent expressed in Section 8(h)
or (iii) prohibited by applicable law.

      SECTION 9: ADJUSTMENT PROVISIONS

      a. In the event of any change in or affecting the outstanding shares of
Stock by reason of a stock dividend or split, recapitalization,
reclassification, merger or consolidation (whether or not the Company is a
surviving corporation), reorganization, combination or exchange of shares or
other similar corporate changes or an extraordinary dividend in cash, securities
or other property, the Board of Directors shall make or take such amendments to
the Plan and outstanding Awards and Award Agreements and such adjustments and
actions hereunder and thereunder as it deems appropriate, in its sole
discretion, under the circumstances, and its determination in that respect shall
be final and binding. Such amendments, adjustments and actions may include, but
are not limited to, changes in the number of shares of Stock (or other
securities) then remaining subject to the Plan, and the maximum number of shares
that may be delivered to any single Participant pursuant to the Plan, including
those that are then covered by outstanding Awards, or accelerating the vesting
of outstanding Awards. No fractional interests will be issued under the Plan
resulting from any adjustments.

      b. The Committee shall make any further adjustments as it deems necessary
to ensure equitable treatment of any holder of an Award as the result of any
transaction affecting the securities subject to the Plan not described in (a),
or as is required or authorized under the terms of any applicable Award
Agreement.

      c. The existence of the Plan and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Board of Directors or
the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stock or other securities ahead of or
affecting the Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.

      SECTION 10: MISCELLANEOUS

      a. Other Payments or Awards. Nothing contained in the Plan shall be deemed
in any way to limit or restrict the Company or a Subsidiary from making any
award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.

      b. Payments to Other Persons. If payments are legally required to be made
to any person other than the person to whom any amount is made available under
the Plan, payments shall be made accordingly. Any such payment shall be a
complete discharge of the liability hereunder.

      c. Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or
any Award or Award Agreement shall require the Company or a Subsidiary, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other


                                     - 9 -
<PAGE>
entity to which contributions are made or otherwise to segregate any assets, nor
shall the Company or a Subsidiary maintain separate bank accounts, books,
records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no
rights under the Plan other than as unsecured general creditors of the Company
or a Subsidiary, except that insofar as they may have become entitled to payment
of additional compensation by performance of services, they shall have the same
rights as other employees or consultants, as applicable, under generally
applicable law.

      d. Limits of Liability. Any liability of the Company or a Subsidiary to
any Participant with respect to an Award shall be based solely upon contractual
obligations created by the Plan and the Award Agreement. Neither the Company or
its Subsidiaries, nor any member of the Board of Directors or of the Committee,
nor any other person participating in any determination of any question under
the Plan, or in the interpretation, administration or application of the Plan,
shall have any liability to any party for any action taken, or not taken, in
good faith under the Plan.

      e. Rights of Employees and Non-Employees. Status as an eligible Employee
or Non-Employee shall not be construed as a commitment that any Award shall be
made under the Plan to such eligible Employee or Non-Employee or to eligible
Employees or Non-Employees generally. Nothing contained in the Plan or in any
Award Agreement shall confer upon any Employee or Non-Employee any right to
continue in the employ or other service of or, in the case of prospective
employees, contractors or consultants, become employed by or render service to
the Company or a Subsidiary or constitute any contract or limit in any way the
right of the Company or a Subsidiary to change such person's compensation or
other benefits or, in the case of prospective employees, contractors or
consultants, prospective compensation or benefits or to terminate the employment
or other service or, in the case of prospective employees, contractors or
consultants, withdraw an offer of employment or offer to retain such person with
or without cause.

      f. Section Headings. The section headings contained herein are for the
purpose of convenience only, and in the event of any conflict, the text of the
Plan, rather than the section headings, shall control.

      g. Gender, Etc. In interpreting the Plan, the masculine gender shall
include the feminine, the neuter gender shall include the masculine or feminine,
and the singular shall include the plural unless the context clearly indicates
otherwise.

      h. Invalidity. If any term or provision contained herein or in any Award
Agreement shall to any extent be invalid or unenforceable, such term or
provision, to the extent practicable, will be reformed so that it is valid and
as consistent as possible with the original provisions hereof, and such
invalidity or unenforceability shall not affect any other provision or part
thereof.

      i. Applicable Law. The Plan, the Award Agreements and all actions taken
hereunder or thereunder shall be governed by, and construed in accordance with,
the laws of the State of Delaware without regard to the conflict of law
principles thereof.


                                     - 10 -
<PAGE>
      j. Compliance with Laws. Notwithstanding anything contained herein or in
any Award Agreement to the contrary, the Company shall not be required to sell
or deliver shares of Stock or other securities hereunder or thereunder if the
sale or delivery thereof would constitute a violation by the Participant or the
Company of any provisions of any law or regulation of any governmental authority
or any national securities exchange or interdealer quotation system, and as a
condition of any sale or delivery the Company may require such agreements or
undertakings, if any, as the Company may deem necessary or advisable in its
discretion to assure compliance with any such law or regulation.

      k. Effective Date and Term. The Plan was adopted by the Board of Directors
of the Company and shall be submitted to the sole shareholder of the Company,
and if approved, shall be effective as of the Mindspeed Distribution Date. The
Plan shall also be submitted to the shareholders of the Company for approval at
an Annual Meeting of Shareholders of the Company to be held in 2004 or 2005, and
no Award may be granted under the Plan after the date of that meeting unless
such shareholder approval is obtained. If such shareholder approval is not
obtained, the rights of any holder of an outstanding Award shall continue in
force and effect after termination of the Plan, except as they may lapse or be
terminated pursuant to the terms of the Plan or by their own terms and
conditions. The Plan shall remain in effect until all Awards granted under the
Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan may only be
granted within ten (10) years from the effective date of the Plan.

      l. Awards for Compensation Purposes Only. The Plan is not intended to
constitute an "employee benefit plan" within the meaning of Section 3(3) of
ERISA.


                                     - 11 -