exv10w39





EXHIBIT 10.39




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 August 21,
2009 (the “Effective Date”), by and between Thomas O. Morton (“Employee”) and Mindspeed
Technologies, Inc., a Delaware corporation (“Mindspeed”).



RECITALS




WHEREAS, Employee is currently employed by Mindspeed as Senior Vice President, Human Resources;



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 full-time employment with Mindspeed on the
Effective Date. Following the completion of the Salary Continuation Period (as defined in
Paragraph 3 below) and the Unpaid LOA Period (as defined in Paragraph 3 below), and effective
immediately upon the close of business on the Termination Date (as defined in Paragraph 4 below),
Employee and Mindspeed will terminate their employment relationship altogether. Employee and
Mindspeed expressly acknowledge and agree that, although the termination of Employee’s employment
will not take ultimate effect until the Termination Date, the final decision to terminate such
employment has already been made and communicated as of the date of execution of this Agreement.
Employee acknowledges and agrees that he has no expectation of active employment with Mindspeed
beyond the Effective Date, or of any employment relationship with Mindspeed beyond the Termination
Date, and that he will not apply for, seek or accept any employment relationship with Mindspeed
other than what is expressly agreed to in this Agreement.



2. Resignation. 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, such resignation to be effective upon the Effective Date.


 


 









 





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 $4,230.769 per week (less applicable withholdings) for a
period of twelve (12) months beginning on August 22, 2009 and continuing through August 21, 2010
(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 (a)
pay the premiums for Employee’s coverage under Mindspeed’s group medical, dental, and vision
insurance plans, which coverage may be provided under COBRA at Mindspeed’s election, subject to
Employee’s payment of any employee contributions that would have applied if Employee had remained
an officer of Mindspeed; and (b) pay the costs of Employee’s annual executive physical examination,
health club membership, two (2) airline clubs, and financial counseling benefits, to the same
extent as if Employee had remained an officer of Mindspeed during such period. Employee’s coverage
under Mindspeed’s life, long-term disability, group personal excess liability and any supplemental
insurance plans and Employee’s participation in Mindspeed’s 401(k) plan end on the Effective Date.
Following the conclusion of the Salary Continuation Period, Employee will be paid all accrued but
unused vacation in a lump sum and placed on unpaid leave for a period of twelve (12) months
beginning on August 22, 2010 and continuing through August 21, 2011 (the “Unpaid LOA Period”),
during which time he will not accrue further pay, vacation or other compensation. During the
Unpaid LOA Period, Mindspeed will continue to (a) pay the premiums for Employee’s continued
coverage under Mindspeed’s group medical, dental, and vision insurance plans, which coverage may be
provided under COBRA at Mindspeed’s election subject to Employee’s payment of any employee
contributions that would have applied if Employee had remained an officer of Mindspeed; and (b) pay
the costs of Employee’s annual executive physical, health club membership, two (2) airline clubs,
and financial counseling benefits to the same extent as if Employee had remained an officer of
Mindspeed during such period. Additionally, Mindspeed will provide Employee with outplacement
assistance for a period of six (6) months following the Effective Date at Mindspeed’s expense
through Right Management Consultants, or a similar firm, at the selected firm’s office location.
Employee will retain his Mindspeed provided BlackBerry mobile device and laptop computer and
associated licensed Microsoft software. 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 Unpaid LOA 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.


 


2









 





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 August 19, 2009, 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, 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-Solicit. Employee acknowledges that, because of his position at Mindspeed, he
has access to Mindspeed’s business strategies, information regarding customers and employees, and
other valuable proprietary information and trade secrets, and that misuse or disclosure of such
proprietary information and trade secrets would be extremely difficult to detect or prove.
Accordingly, Employee agrees that the following restrictions are necessary to protect Mindspeed’s
trade secrets. Employee agrees that, during the Salary Continuation Period, the Unpaid LOA and for
a period of twelve (12) months after the Termination Date, Employee shall not directly or
indirectly solicit, induce, recruit or encourage any person employed by Mindspeed to terminate his
or her employment.



9. 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 Paragraph 3 above, 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



 


3









 






against Mindspeed, whether to the press, employees, customers, investors or otherwise. Any breach
by Employee of this Paragraph 9 shall constitute cause for termination, and Employee agrees that
his employment shall be terminated immediately upon such breach. In the case of such termination,
Employee shall not receive any unpaid remainder of the Settlement Sum (including the benefits
described as part of the Settlement Sum in Paragraph 3 above). Such termination shall also be the
equivalent of the “Termination Date” for purposes of Paragraph 4 above. For their part, the
specific Mindspeed executives aware of this Agreement, Raouf Y. Halim 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. Employee should direct all prospective
employment inquiries or requests for employment references to either Mr. Halim or Mr. Johnsen.



10. 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. This
Agreement does not waive (and the definition of “Claims” does not include) claims for
workers’ compensation or unemployment insurance, claims for reimbursement under Labor Code Section
2802 or claims that may not be waived as a matter of state or federal law. In addition, this
Agreement does not limit Employee’s right to file a charge
or complaint with any state or federal agency or to participate or cooperate in such a matter,
although Employee waives and relinquishes all rights to any monetary relief related to any such
matter.


 


4









 





11. 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
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.



12. 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.



13. 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.


 


5









 





14. 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.



15. 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 Agreement releasing his claims
under the ADEA and Mindspeed encourages 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.



16. 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.



17. 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.



18. Cooperation. Employee acknowledges that he presently possesses information
regarding the current status and anticipated activity relating to Human Resources matters and
projects upon which Employee has been working, including but not limited to board and proxy
statement matters. Employee agrees that he will cooperate fully with Mindspeed to transition such
information and matters in a thoughtful and professional manner. Employee
agrees that such cooperation will include making himself available on a mutually reasonably
convenient schedule for consultation by Mindspeed regarding Human Resources matters, and, upon
request by Mindspeed, providing truthful declarations, statements, depositions, or other testimony
in connection with such matters.


 


6









 





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 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.


 


7









 





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: August 21, 2009 	By:  	/s/ Thomas O. Morton
 	 
	 	 	Thomas O. Morton 	 
	 	 	 	 
	 
	 	MINDSPEED TECHNOLOGIES, INC.

 	 
	Dated: August 26, 2009 	By:  	/s/ Raouf Y. Halim
 	 
	 	 	Raouf Y. Halim 	 
	 	 	Chief Executive Officer 	 



 


8









 





	 	 	 	 	 



SCHEDULE A




See attached.





 


9











 












Optionee
Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date
— Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date
— Type	 	 	Cancelled	 
	
MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000008471 / 2003-21	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
01/04/1999
	 	 	01/04/2009	 	 	 	2,817	 	 	$	9.473	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/04/2009 — C	 	 	 	2,817	 
	SO / ISO / MSPOP / MINDSPEED STOCK OPTION PL / 0000008472 / 2003-22	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01/04/1999
	 	 	01/03/2009	 	 	 	757	 	 	$	9.473	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/03/2009 — C	 	 	 	757	 
	
SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000028733 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
10/27/2000
	 	 	10/27/2008	 	 	 	296	 	 	$	22.0295	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/27/2008 — C	 	 	 	296	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000033472 / 2003-50	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	03/30/2001
	 	 	03/30/2009	 	 	 	2,472	 	 	$	9.001	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	03/30/2009 — C	 	 	 	2,472	 






Fidelity Stock Plan Services LLC



Page 1 of 13









 












Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date
— Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	
MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000016046 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
04/03/2002
	 	 	4/03/2010	 	 	 	1,287	 	 	$	11.793	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	1,287	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0000022654 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04/03/2002
	 	 	04/03/2010	 	 	 	965	 	 	$	11.793	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	965	 
	
SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 25842230 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
11/05/2002
	 	 	11/05/2010	 	 	 	1,072	 	 	$	5.015	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	268	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	268	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	268	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 — C	 	 	 	268	 







Fidelity Stock Plan Services LLC






Page 2 of 13









 













Optionee Detail Report
08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date - Type	 	 	Cancelled	 
	
MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 9859000244 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
08/15/2003
	 	 	08/15/2011	 	 	 	4,900	 	 	$	13.25	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009      — C	 	 	 	1,225	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009      — C	 	 	 	1,225	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009      — C	 	 	 	1,225	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009      — C	 	 	 	1,225	 







Fidelity Stock Plan Services LLC





Page 3 of 13











 










Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / FLD0000288 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	07/30/2004 
	 	 	       07/30/2012	 	 	 	2,500	 	 	$	16.15	 	 	 		 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 







Fidelity Stock Plan Services LLC




Page 4 of 13









 













Optionee Detail Report

08/20/2009




MINDSPEED (MSPD)

All Participants Alphabetically (Active & Inactive)




Participant Name




Participant ID # / Employee ID # I 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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS 0.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	627	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	52	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0504200000212 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01/28/2005
	 	 	01/28/2013	 	 	 	3,000	 	 	 	$	11.40	 	 	 	 	 	         	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	 	 	 	 	0	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	1,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	1,500	 







Fidelity Stock Plan Services LLC




Page 5 of 13









 













Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0705100000182 /
2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	02/02/2007
	 	 	02/02/2015	 	 	 	2,500	 	 	$	10.95	 	 	 	 	 	 	 	        	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	313	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	312	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	313	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	312	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - F	 	 	 	313	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - F	 	 	 	312	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - C	 	 	 	312	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2009 - F	 	 	 	313	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0727800000001 /
2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/02/2007 
	 	 	10/02/2015	 	 	 	5,000	 	 	$	8.55	 	 	 		       	 	 	 	 	 	 	 	 	 	 	5,000	 	 	 	1,250	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/02/2009	 	 	 	      1,250	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/02/2010 	 	 	 	     1,250	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/02/2011 	 	 	 	     1,250	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC





Page 6 of 13











 










Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915400000178 /2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04/30/2009
	 	 	04/30/2017	 	 	 	20,000	 	 	$	2.12	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	04/30/2010	 	 	 	6,666	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	07/30/2010	 	 	 	1,666	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/30/2010	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/30/2011	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	04/30/2011	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	07/30/2011	 	 	 	1,666	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/30/2011	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/30/2012	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	04/30/2012	 	 	 	1,667	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000650 /2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	04/03/2010	 	 	 	275	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	275	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2009	 	 	 	275	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC




Page 7 of 13









 











Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000651 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	04/03/2010	 	 	 	367	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	367	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2009	 	 	 	367	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000652 / 2003-27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	11/05/2010	 	 	 	389	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	389	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2010	 	 	 	389	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000653 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	08/15/2011	 	 	 	1,088	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,088	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2010	 	 	 	544	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2011	 	 	 	544	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC




Page 8 of 13









 













Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16:Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000654 /2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	07/30/2012	 	 	 	666	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	666	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2010	 	 	 	222	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2011	 	 	 	222	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2012	 	 	 	222	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000655 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	01/28/2013	 	 	 	857	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	857	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2010	 	 	 	285	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2011	 	 	 	286	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2012	 	 	 	286	 	 	 	 	 	 	 	 	 
	SO / NQ / MSPOP / MINDSPEED STOCK OPTION PL / 0915300000656 / 2003LT-70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05/15/2009
	 	 	02/02/2015	 	 	 	1,250	 	 	$	1.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,250	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2010	 	 	 	416	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2011	 	 	 	417	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	05/15/2012	 	 	 	417	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC





Page 9 of 13












 










Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS 0.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0529000000009 / 2003RS-75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/07/2005
	 	 	11/10/2006	 	 	 	2,500	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0529000000470 / 2003RS-76	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/07/2005
	 	 	08/08/2007	 	 	 	833	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0604100000213 / 2003RS-74	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01/31/2006
	 	 	01/31/2010	 	 	 	1,670	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	209	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2009	 	 	 	104	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/31/2010	 	 	 	105	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0635300000034 / 2003RS-74	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/16/2006
	 	 	 	 	 	 	2,500	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC




Page 10 of 13









 













Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0635300000170 / 2003RS-75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/16/2006
	 	 	 	 	 	 	1,250	 	 	 	$0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11/15/2007 — F	 	 	 	38	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0727800000002 / 2003RS-74	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/02/2007
	 	 	 	 	 	 	5,000	 	 	 	$0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,750	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2009	 	 	 	1,250	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2010	 	 	 	1,250	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2011	 	 	 	1,250	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0732300000010 / 2003RS-75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/15/2007
	 	 	 	 	 	 	5,000	 	 	 	$0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC




Page 11 of 13









 













Optionee Detail Report

08/20/2009




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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 	Shares	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Date	 	 	Granted	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	Options	 	 	Exercise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Exercised	 	 	Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vesting	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Vested	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cancel	 	 	Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date — Type	 	 	Cancelled	 
	MORTON, THOMAS O.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	554728515 / 400165 / Active / 645 / Domestic / / Section 16: Yes / Insider: Yes / /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RA / RSA / MSPRS / MINDSPEED RESTRICTED STK / 0807700000305 / 2003RS-74	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	03/07/2008
	 	 	 	 	 	 	6,000	 	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,500	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10/31/2009	 	 	 	750	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	01/31/2010	 	 	 	750	 	 	 	 	 	 	 	 	 







Fidelity Stock Plan Services LLC




Page 12 of 13









 













Optionee Detail Report

08/20/2009




Grand Totals:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Options	 	Shares
	Client Id	 	Options Granted	 	Outstanding	 	Exercisable
	 
	MSPD
	 	 	77,211	 	 	 	35,351	 	 	 	1,250	 






Fidelity Stock Plan Services LLC





Page 13 of 13