Exhibit 10.2



 




 




    EXHIBIT 10.2



 




    Mindspeed
    Technologies, Inc.

    



 




    Directors
    Stock Plan

    





    as
    amended and restated



 


		
	
    1.  
    
	
    PURPOSE
    OF THE PLAN.




 



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



 


		
	
    2.  
    
	
    PARTICIPANTS.




 



    Participants in the Plan shall consist of directors of Mindspeed
    who are not employees of Mindspeed or any of its subsidiaries
    (Non-Employee Director). The term “subsidiary” as used
    in the Plan means a corporation more than 50% of the voting
    stock of which, or an unincorporated business entity more than
    50% of the equity interest in which, shall at the time be owned
    directly or indirectly by Mindspeed.



 


		
	
    3.  
    
	
    SHARES RESERVED
    UNDER THE PLAN.




 



    Subject to the provisions of Section 10 of the Plan, there
    shall be reserved for delivery under the Plan, from the date of
    inception of the Plan, an aggregate of 1,440,000 shares of
    common stock, par value $.01 per share, of Mindspeed
    (Shares). Shares to be delivered under the Plan may be
    authorized and unissued Shares, Shares held in treasury or any
    combination thereof. Shares delivered under the Plan which are
    forfeited or otherwise terminated shall be available for
    subsequent grant under the Plan.



 


		
	
    4.  
    
	
    ADMINISTRATION
    OF THE PLAN.




 



    The Plan shall be administered by the Compensation and
    Management Development Committee (the Committee) of the Board,
    subject to the right of the Board, in its sole discretion, to
    exercise or authorize another committee or person to exercise
    some or all of the responsibilities, powers and authority vested
    in the Committee under the Plan. The Committee (or the Board or
    any other committee or person authorized by the Board) shall
    have authority to interpret the Plan, and to prescribe, amend
    and rescind rules and regulations relating to the administration
    of the Plan, and all such interpretations, rules and regulations
    shall be conclusive and binding on all persons.



 


		
	
    5.  
    
	
    EFFECTIVE
    DATE OF THE PLAN.




 



    The Plan has been approved by the Board and shall be submitted
    to Conexant Systems, Inc. (Conexant), the sole shareholder of
    Mindspeed, for approval and, if approved, shall become effective
    on the date on which Conexant completes the pro rata
    distribution of all outstanding Shares to Conexant’s
    shareowners (the Distribution).



 


		
	
    6.  
    
	
    STOCK
    OPTIONS.




 



    Each Non-Employee Director in office at the time of the
    Distribution shall be granted, on the first trading day
    following the Distribution or on such later date within
    60 days thereafter as the Board may designate, an option to
    purchase 40,000 Shares. Each other Non-Employee Director
    shall be granted an option to purchase 40,000 Shares at the
    meeting of the Board at which, or following the Annual Meeting
    of Shareholders at which, the Non-Employee Director is first
    elected a director of Mindspeed. Following the Annual Meeting of
    Shareholders held in the year 2004 and each Annual Meeting of
    Shareholders thereafter, each Non-Employee Director who is
    elected a director at, or who was previously elected and
    continues as a director after, that Annual Meeting shall be
    granted an option to purchase 20,000 Shares,
    provided that the Board may, by action taken on or before
    the day following the date of any such Annual Meeting, defer the
    option grants in respect of such Annual Meeting for up to
    60 days following such




    

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    Annual Meeting to a date coinciding with the date of grant of
    options or other incentive compensation by Mindspeed to some or
    all of the officers of Mindspeed.



 



    The exercise price per share for each option granted under the
    Plan shall be the closing price per share (the Fair Market
    Value) of Shares on the date of grant as reported on the Nasdaq
    Stock Market or such other national securities exchange or
    automated inter-dealer quotation system on which the Shares have
    been duly listed and approved for quotation and trading (or on
    the next preceding day such stock was traded if it was not
    traded on the date of grant). The purchase price of the Shares
    with respect to which an option or portion thereof is exercised
    shall be payable in full in cash, Shares valued at their Fair
    Market Value on the date of exercise, or a combination thereof.
    Each option may be exercised in whole or in part at any time
    after it becomes exercisable; and each option shall become
    exercisable in four approximately equal installments on each of
    the first, second, third and fourth anniversaries of the date
    the option is granted. No option shall be exercisable prior to
    one year nor after ten years from the date of the grant thereof;
    provided, however, that if the holder of an option
    dies, the option may be exercised from and after the date of the
    optionee’s death for a period of three years (or until the
    expiration date specified in the option if earlier) even if it
    was not exercisable at the date of death. Moreover, if an
    optionee retires after attaining age 55 and completing at
    least five years service as a director, all options then held by
    such optionee shall be exercisable even if they were not
    exercisable at such retirement date; provided,
    however, that each such option shall expire at the
    earlier of five years from the date of the optionee’s
    retirement or the expiration date specified in the option.



 



    Options granted under the Plan are not transferable other than
    (i) by will or by the laws of descent and distribution; or
    (ii) by gift to the grantee’s spouse or natural,
    adopted or step- children or grandchildren (Immediate Family
    Members) or to a trust for the benefit of one or more of the
    grantee’s Immediate Family Members or to a family
    charitable trust established by the grantee or a member of the
    grantee’s family. If an optionee ceases to be a director
    while holding unexercised options, such options are then void,
    except in the case of (i) death, (ii) disability,
    (iii) retirement after attaining age 55 and completing
    at least five years service as a director, or
    (iv) resignation from the Board for reasons of the
    antitrust laws, compliance with Mindspeed’s conflict of
    interest policies or other circumstances that the Committee may
    determine as serving the best interests of Mindspeed.



 


		
	
    7.  
    
	
    RESTRICTED
    SHARES.




 



    Following the Annual Meeting of Shareholders held in the year
    2007 and each Annual Meeting of Shareholders thereafter, each
    Non-Employee Director who is elected a director at, or who was
    previously elected and continues as a director after, that
    Annual Meeting shall be granted restricted stock (Restricted
    Shares) in an amount equal to the lesser of (a) 15,000
    Restricted Shares or (b) the number of Restricted Shares
    (rounded to the nearest whole share) equaling $45,000 divided by
    the closing price of Shares on the date of grant as reported on
    the Nasdaq Stock Market or such other national securities
    exchange or automated inter-dealer quotation system on which the
    Shares have been duly listed and approved for quotation and
    trading (or on the next preceding day such stock was traded if
    it was not traded on the date of grant). The rights,
    restrictions and other provisions applicable to Restricted
    Shares received pursuant to Section 8 below shall also
    apply to Restricted Shares received pursuant to this
    Section 7.



 


		
	
    8.  
    
	
    SHARES IN
    LIEU OF CASH COMPENSATION.




 



    Each Non-Employee Director may elect each year, not later than
    December 31 of the year preceding the year as to which an
    election is to be applicable, to receive all or any portion of
    the cash retainer to be paid for board, committee or other
    service in the following calendar year through the issuance or
    transfer of Shares, valued at the closing price as reported on
    the Nasdaq Stock Market or such other national securities
    exchange or automated inter-dealer quotation system on which the
    Shares have been duly listed and approved for quotation and
    trading, on the date when each payment of such retainer amount
    would otherwise be made in cash (or on the next preceding day
    such stock was traded if it was not traded on that date). Each
    Non-Employee Director making such an election may also elect at
    the same time to receive those Shares in the form of Restricted
    Shares. Upon receipt of Shares, the recipient shall have all the
    rights of a shareholder. Upon receipt of Restricted Shares, the
    recipient shall have the right to vote the Shares and to receive
    dividends thereon, and the Restricted Shares shall have all the
    attributes of outstanding Shares except that the registered
    owner shall have no right to direct the transfer thereof.
    Restricted Shares shall be held in book-entry accounts subject
    to the direction of Mindspeed (or if Mindspeed elects,




    

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    certificates therefor may be issued in the recipient’s name
    but delivered to and held by Mindspeed) until ten days after
    (i) the recipient retires from the Board after attaining
    age 55 and completing at least five years service as a
    director or (ii) the recipient resigns from the Board or
    ceases to be a director by reason of the antitrust laws,
    compliance with Mindspeed’s conflict of interest policies,
    death, disability or other circumstances the Board determines
    not to be adverse to the best interests of Mindspeed, when the
    restrictions on such book-entry accounts shall be released (or
    any certificates issued shall be delivered to the director), and
    such Shares shall cease to be Restricted Shares.



 


		
	
    9.  
    
	
    ADDITIONAL
    COMPENSATION.




 



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



 


		
	
    10.  
    
	
    ADJUSTMENTS
    UPON CHANGES IN CAPITALIZATION.




 



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



 


		
	
    11.  
    
	
    GOVERNMENT
    AND OTHER REGULATIONS.




 



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



 


		
	
    12.  
    
	
    AMENDMENT
    AND TERMINATION OF THE PLAN.




 



    The Plan may be amended by the Board in any respect, provided
    that, without shareholder approval, no amendment shall
    (i) materially increase the maximum number of Shares
    available for delivery under the Plan (other than adjustments
    pursuant to Section 10 hereof), (ii) materially
    increase the benefits accruing to participants under the Plan,
    or (iii) materially modify the requirements as to
    eligibility for participation in the Plan. The Plan may also be
    terminated at any time by the Board.



 


		
	
    13.  
    
	
    MISCELLANEOUS.




 



    (a) If a Change of Control as defined in Article III,
    Section 14(I)(1) of Mindspeed’s Bylaws shall occur,
    all options then outstanding pursuant to the Plan shall
    forthwith become fully exercisable whether or not then
    exercisable and the restrictions on all Shares granted as
    Restricted Stock under the Plan shall forthwith lapse;
    provided, however, that each such option shall
    expire at the earlier of five years from the date of the Change
    of Control or the expiration date specified in the option.



 



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



 



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




    

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