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clubs, and financial counseling benefits, to the same extent as if Employee had remained anofficer of Mindspeed during such period. In addition, Company will reimburse (not to exceed atotal of $1,000) membership fees in three (3) professional organizations (PRSA, IABC, NIRI).Participation in Mindspeed’s long term disability insurance coverage, Mindspeed’s Group PersonalExcess Liability Coverage, and participation in Mindspeed’s 401(k) plan end on November 14, 2008.Employee agrees to be available to provide limited consulting services to assist with FY09Q1earnings release and call. Following the conclusion of the Salary Continuation Period, Employeewill be placed on unpaid leave through February 12, 2010 (the “Unpaid LOA Period”), during whichtime 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’sgroup medical, dental, and vision insurance plans, which coverage may be provided under COBRA atMindspeed’s election subject to Employee’s payment of any employee contributions that would haveapplied if Employee had remained an officer of the Company; and (b) pay the costs of Employee’sannual executive physical, health club membership, two (2) airline clubs, and financial counselingbenefits 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 November 14, 2008 at Mindspeed’s expense through Right Management Consultants, ora similar firm, at the selected firm’s office location. The foregoing payments and benefits willbe referred to collectively as the “Settlement Sum,” and the parties hereto agree that theSettlement Sum provides Employee with full recompense for any and all claims for lost or unpaidwages, benefits, damages, interest and any other claim related to Employee’s employment or to theseparation of such employment.     4. **Stock Plans**. Upon the termination of Employee’s employment from Mindspeed at theclose of business on the last day of the Unpaid LOA Period (the “Termination Date”), all stockoptions for Mindspeed stock that have been granted to Employee under any of Mindspeed’s or theother company’s stock plans and which are not vested as of the Termination Date, shall immediatelyexpire and shall not be exercisable under any circumstances. Any such options that are vested asof the Termination Date shall be exercisable for a period of three (3) months following theTermination Date and shall expire and shall not be exercisable at the end of such period if theyare not exercised within that period. All unearned restricted stock as of the Termination Date,together with any dividends thereon, shall be forfeited, and Employee shall have no further rightsof any kind or nature with respect thereto. Employee’s Mindspeed stock option and restricted stockawards outstanding as of the Effective Date are detailed in the attached Schedule A.     5. **No Section 16 Reporting**. Employee understands and agrees that, as of November 14,2008, Employee shall no longer be a Section 16 officer of Mindspeed and all such reporting byMindspeed on Employee’s behalf shall cease.     6. **Mindspeed Proprietary Information**. Employee represents, understands and agreesthat he is subject to that certain Employment Agreement, dated January 1, 1999,
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regarding Mindspeed’s proprietary information, which he executed in connection with hisemployment with Mindspeed, and that the provisions which survive his employment are enforceable andremain in full force and effect. Employee represents, as a material inducement to Mindspeed toenter into this Agreement, that he has not and will not disclose, use or misappropriate anyconfidential, proprietary or trade secret information of Mindspeed to the press, customers,analysts, investors or competitors. This representation includes, but is not limited to, productroadmaps, customer lists, design wins and employee lists. Mindspeed acknowledges that Employee’semployment with competitors, in and of itself, will not constitute disclosure. Mindspeed furtheracknowledges that the act of meeting with a Mindspeed customer, in and of itself, will notconstitute disclosure, use or misappropriation of Mindspeed proprietary information.     7. **Termination of Agreement**. That certain change of control Employment Agreement,dated as of June 10, 2008 by and between Mindspeed and Employee, shall be terminated, and no longerin effect as of the Effective Date.     8. **Non-Solicit**. During the Salary Continuation Period and Unpaid LOA and for a periodof twelve (12) months after Employee’s Termination Date, Employee shall not directly or indirectlysolicit or assist any other company or person in soliciting any Mindspeed employee to leaveMindspeed and join another company.     9. **No Further Claims**. Employee agrees that he is not entitled to receive, and willnot 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 isexpressly set forth in Section 3, and hereby expressly waives any right to additional rights,benefits, payments or compensation. Employee further acknowledges that Mindspeed makes thisAgreement without any admission of liability, and agrees, to the extent permissible by law, that hewill not defame, disparage or make false or deceptive allegations against Mindspeed, whether to thepress, employees, customers, investors or otherwise. In the event of Employee’s breach of thisSection 9, Mindspeed may immediately terminate Employee’s employment for cause, and Employee shallforfeit any unpaid remainder of the Settlement Sum. For their part, the specific Mindspeedexecutives aware of this Agreement, Raouf Y. Halim, Thomas O. Morton and Bret W. Johnsen, agree notto 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 Mindspeedemployees to defame or disparage Employee. Employee should direct all prospective employmentinquiries or requests for employment references to either Mr. Halim or Mr. Morton.     10. **Release**. In exchange for the Settlement Sum, Employee agrees to, and by signingthis Agreement does, waive and release all claims (known and unknown) which he might otherwise havehad against Mindspeed and each of its past and present employees, officers, directors, agents,representatives, attorneys, insurers, related entities, assigns, successors, and predecessors ofMindspeed, and all persons acting by, through, under or in concert with any of
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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 orunsuspected, including, but not limited to, rights arising out of alleged violations of anycontract, express or implied (including but not limited to any contract of employment, partnership,independent contractor, fiduciary, special or confidential relationship); any covenant of goodfaith and fair dealing (express or implied); any tort, including fraud and deceit, negligentmisrepresentation, promise without intent to perform, conversion, breach of fiduciary duty,defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction ofemotional distress, malicious prosecution, abuse of process, intentional or negligent interferencewith prospective economic advantage and conspiracy; any “wrongful discharge” and “constructivedischarge” claims; any claims relating to any breach of public policy; any violations or breachesof corporate by-laws; any legal restrictions on Mindspeed’s right to terminate employees or takeother 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 AgeDiscrimination in Employment Act (collectively “Claim” or “Claims”) arising prior to the executionof this Agreement.     11. **Waiver**. Employee expressly waives and relinquishes all rights and benefitsafforded by Section 1542 of the Civil Code of the State of California, and does so understandingand acknowledging the significance of such specific waiver of Section 1542. Section 1542 of theCivil Code of the State of California states as follows:“A general release does not extend to claims which the creditor doesnot know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must havematerially affected his or her settlement with the debtor.”Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a fulland complete release and discharge of all Releasees, Employee expressly acknowledges that thisAgreement is intended to include in its effect, without limitation, all Claims which Employee doesnot know or suspect to exist in his favor against the Releasees, or any of them, at the time ofexecution hereof, and that this Agreement contemplates the extinguishment of any such Claim orClaims. 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 actionunrelated to Employee’s employment with Mindspeed or its predecessor companies), Mindspeed shall beentitled to payment from Employee of all costs, expenses and attorney’s fees incurred as a resultof 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
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promises, representations or inducements have been made to him which caused him to sign thisAgreement other than those which are expressly set forth above herein.     13. **Confidentiality**. Employee represents and agrees that, with the exception of anycivil judicial action where disclosure of this Agreement is ordered by the court, or wheredisclosure is compelled by law or government audit, he has and will keep the nature, terms andexistence of this Agreement and the Settlement Sum strictly confidential, and that he has not andwill not disclose, discuss or reveal any information concerning the nature, terms and existence ofthis Agreement and the Settlement Sum to any other person, entity or organization, except thatEmployee 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 judicialaction immediately upon learning of it so Mindspeed will be afforded a full opportunity tointervene, to object and to take any other action necessary to protect the confidentiality of thisAgreement and the Settlement Sum. Employee acknowledges and agrees that Mindspeed is permitted todisclose this Agreement and the Settlement Sum in order to comply with any Securities and ExchangeCommission or stock exchange disclosure requirements.     14. **Representations**. Employee acknowledges that he has been advised to carefullyconsider 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 hisattorneys to the full extent he so desired; that Employee has carefully read and fully understandsall of the provisions of this Agreement; that Employee has taken as much time as he needs for fullconsideration of this Agreement; that Employee fully understands that this Agreement releases allof his claims, both known and unknown, against the Releasees; that Employee is voluntarily enteringinto this Agreement; and that Employee has the capacity to enter into this Agreement.     15. **Age Discrimination**. Employee understands that he has a period of forty five (45)days to review and consider his release of his claims of age discrimination under the AgeDiscrimination in Employment Act (“ADEA”) before signing this Agreement. Employee furtherunderstands that he may use as much or as little of this forty five (45) day period as he wishes toprior to signing this Agreement. Employee also understands that after he signs this Agreement heis given seven (7) days within which to revoke the portion of this Agreement releasing his claimsunder the ADEA. Such revocation, to be valid, must be in writing and received by Mindspeed withinthe seven (7) day revocation period.     16. **No Other Representations**. Employee represents and acknowledges that in executingthis Agreement, he does not rely and has not relied upon any representation or statement not setforth 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.
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     17. **No Admission of Liability**. This Agreement shall not in any way beconstrued as an admission by Mindspeed that it has acted wrongfully with respect to Employeeor any other person, or that Employee or any other person has any rights whatsoever againstMindspeed. Mindspeed specifically disclaims any liability to or wrongful acts against Employee orany other person, on the part of itself, its agents or its employees, past or present.     18. **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 beencomplicit in any financial reporting certification or board action taken in anything other than thebest 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 TheSarbanes-Oxley Act or any applicable securities regulations) or exposure of any kind on the part ofMindspeed that he has not, as of the date of this Agreement, brought to the attention of Mindspeed.     19. **Severability**. The provisions of this Agreement are severable, and if any part ofit is found to be unenforceable, the other sections shall remain fully valid and enforceable. ThisAgreement shall survive the termination of any arrangements contained herein.     20. **Governing Law**. This Agreement is made and entered into in the State ofCalifornia, and shall in all respects be interpreted, enforced and governed by and under the lawsof the State of California.     21. **Entire Agreement**. This Agreement sets forth the entire agreement between theparties hereto, and fully supersedes any and all prior agreements or understandings between theparties hereto pertaining to the subject matter of this Agreement. This Agreement may not bemodified, waived, rescinded or amended in any manner, except by a writing executed by all partiesto this Agreement which clearly and specifically modifies, waives, rescinds or amends thisAgreement. This Agreement is intended to comply with the provisions of Internal Revenue CodeSection 409A (“Code Section 409A”) and, accordingly, the parties agree to amend this Agreement ingood 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 willcomply with Code Section 409A and makes no undertaking to prevent Code Section 409A from applyingto the amounts payable under this Agreement or to mitigate its effects on any payments made underthis Agreement.     22. **Successors and Assigns**. This Agreement shall be binding upon Employee and uponhis respective heirs, administrators, representatives, executors, successors and assigns, and shallinure to the benefit of Mindspeed and the other Releasees and their related entities. ThisAgreement shall be binding on any successor entity to Mindspeed.     23. **No Assignment of Claims**. Employee represents and warrants that he has notheretofore assigned or otherwise transferred or subrogated, or purported to assign, transfer orsubrogate, to any person or entity, any Claim or portion thereof, or interest therein he may have
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against the Releasees, and he agrees to indemnify, defend and hold the Releasees harmless fromand 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.     24. **Execution in Counterparts**. This Agreement may be executed in one or morecounterparts, any one of which shall be deemed to be the original even if the others are notproduced.     25. **Joint Preparation of this Agreement**. Each party has had the opportunity torevise, comment upon and redraft this Agreement. Accordingly, it is agreed that no rule ofconstruction shall apply against any party or in favor of any party. This Agreement shall beconstrued as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shallnot be interpreted against any one party and in favor of the other.     26. **Further Actions**. The parties hereto, without further consideration, shall executeand deliver such other documents and take such other actions as may be necessary to achieve theobjectives of this Agreement. Employee further agrees to cooperate fully in the transition ofmatters under his responsibility, and to make himself reasonably available, as necessary, to answerquestions or assist in such transitions.     **PLEASE READ CAREFULLY. THIS CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT INCLUDES ARELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**     Dated: October 27, 2008 By: /s/ Thomas Stites    Thomas Stites       MINDSPEED TECHNOLOGIES, INC.     Dated: November 3, 2008 By: /s/ Raouf Y. Halim    Raouf Y. Halim    Chief Executive Officer
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