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                                                                     Exhibit 4.5


                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

         1. Purpose.

         In connection with the Distribution, certain stock options granted
pursuant to the Conexant Stock Option Plans will be adjusted in accordance with
the provisions of the Employee Matters Agreement so that following the
Distribution the respective grantees will hold stock options to purchase Shares
in addition to stock options to purchase Conexant Shares, and the Corporation
will assume Conexant's obligations with respect to the adjusted stock options
for Shares. The purpose of this 2003 Stock Option Plan is (a) to provide a means
for the Corporation to perform its obligations with respect to the adjusted
stock options for Shares and (b) to foster creation of and enhance shareholder
value by linking the compensation of officers and other employees of the
Corporation, whose stock options granted pursuant to the Conexant Stock Option
Plans will be adjusted so that such officers and employees also hold stock
options for Shares or who may receive grants of stock options pursuant to the
terms of the Plan, to increases in the price of the Shares, thus providing means
by which persons of outstanding abilities can be motivated and retained. Subject
to the rights of the Board of Directors and the Committee provided in the Plan
and any Sub-Plan, it is intended that the provisions of the Plan and any of
Sub-Plans A through K will provide the Participants with Options that have
substantially the same terms and conditions as the Conexant Options from which
such Options are derived. The Board of Directors or the Committee may look to
the original plan or plans from which the Plan or any of Sub-Plans A through K
is derived in order to interpret the Plan or any of Sub-Plans A through K or an
Option governed by the Plan or any of Sub-Plans A through K or to resolve any
inconsistency or error which may exist in the Plan or any of Sub-Plans A through
K.

         2. Definitions.

         For purposes of the Plan, the following terms shall have the meanings
set forth below:

         a. Board of Directors. The Board of Directors of the Corporation.

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

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

         d. Conexant. Conexant Systems, Inc., a Delaware corporation, and any
    successor thereto.

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         e. Conexant Option. An option to purchase Conexant Shares granted
    pursuant to any of the Conexant Stock Option Plans, other than Specified
    Conexant Options.

         f. Conexant Shares. Shares of common stock, par value $.01 per share,
    of Conexant, or any security of Conexant issued in substitution or exchange
    therefor or in lieu thereof.

         g. Conexant Stock Option Plans. As the context requires, any or all of
    the following (including any sub-plans authorized thereunder), in each case,
    as amended through the Distribution Date:

              1.   Conexant Systems, Inc. 1998 Stock Option Plan;

              2.   Conexant Systems, Inc. 1999 Long-Term Incentives Plan;

              3.   Conexant Systems, Inc. 2000 Non-Qualified Stock Plan;

              4.   Conexant Systems, Inc. Directors Stock Plan;

              5.   Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan;

              6.   HotRail, Inc. 1997 Equity Incentive Plan;

              7.   HotRail, Inc. 2000 Equity Plan;

              8.   HyperXS Communications, Inc. 2000 Stock Option Plan;

              9.   Istari Design, Inc. 1997 Stock Option Plan;

             10.   Maker Communications, Inc. 1996 Stock Option Plan;

             11.   Maker Communications, Inc. 1999 Stock Incentive Plan;

             12.   Microcosm Communications Limited Stock Option Plan;

             13.   NetPlane Systems, Inc. Stock Option Plan;

             14.   Novanet Semiconductor Ltd. Employee Shares Option Plan;

             15.   Philsar Semiconductor Inc. Stock Option Plan; and

             16.   Sierra Imaging, Inc. 1996 Stock Option Plan.

         h. Corporation. Mindspeed Technologies, Inc., a Delaware corporation,
    and any successor thereto.

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         i. Director. A member of the Board of Directors.

         j. Distribution. The pro rata distribution of outstanding Shares owned
    by Conexant to Conexant's shareowners.

         k. Distribution Date. The date on which Conexant distributes Shares to
    Conexant's shareowners.

         l. Employee Matters Agreement. The Employee Matters Agreement dated as
    of June 27, 2003 by and between Conexant and the Corporation.

         m. Exchange Act. The Securities Exchange Act of 1934, as amended.

         n. Fair Market Value. The closing price of the Shares as reported on
    the American Stock Exchange 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 of a determination
    (or on the next preceding day such stock was traded if it was not traded on
    the date of a determination).

         o. Option. An option to purchase Shares derived from adjustments to a
    Conexant Option, other than Specified Conexant Options, in connection with
    the Distribution and in accordance with the Employee Matters Agreement or an
    option granted in connection with an offer to exchange outstanding Options
    for new Options pursuant to Section 4(c) and Sub-Plan L.

         p. Participant. Any person who as of the close of business on the
    Distribution Date held one or more outstanding Conexant Options under one or
    more of the Conexant Stock Option Plans and who, for purposes of a
    particular Sub-Plan, also satisfies the additional requirements set forth in
    the definition of "Participant" in that Sub-Plan.

         q. Plan. This Mindspeed Technologies, Inc. 2003 Stock Option Plan.

         r. Securities Act. The Securities Act of 1933, as amended.

         s. Shares. Shares of common stock, par value $.01 per share, of the
    Corporation, or any security of the Corporation issued in substitution,
    exchange or in lieu thereof.

         t. Specified Conexant Options. Conexant Options (i) granted to certain
    executive officers of Conexant's Broadband Communications business which
    pursuant to their terms shall remain solely options to purchase Conexant
    Shares or (ii) held by persons in certain foreign locations as shall be
    designated by Conexant.

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         u. Sub-Plans. Sub-Plans A through L of the Plan.

         3. Plan Administration.

         a. The Committee shall exercise all responsibilities, powers and
    authority relating to the administration of the Plan not reserved by the
    Board of Directors.

         b. The Board of Directors reserves the right, in its sole discretion,
    to exercise or authorize another committee or person to exercise some of or
    all the responsibilities, powers and authority vested in the Committee under
    the Plan.

         c. None of the Corporation or any of its Subsidiaries, any member of
    the Board of Directors or of the Committee, or any other person
    participating in any determination of any question under the Plan, or in the
    interpretation, administration or application of the Plan, shall have any
    liability to any party for any action taken, or not taken, in good faith
    under the Plan.

         4. Options.

         a. The outstanding Options entitle the holders thereof to purchase such
    numbers of Shares at such exercise prices as shall be determined pursuant to
    resolutions to be adopted by Conexant's Board of Directors before the
    Distribution Date in accordance with the Employee Matters Agreement and
    otherwise have the same terms and conditions as the Conexant Options from
    which they are derived; provided, however, that references to the
    "Corporation" shall mean the Corporation instead of Conexant; provided,
    further, that the purchase price of the Shares shall be payable as provided
    in Section 5.

         b. Options granted pursuant to Section 4(c) will entitle the holders
    thereof to purchase such numbers of Shares at such exercise prices as shall
    be determined by the Committee pursuant to the terms and conditions of
    Sub-Plan L.

         c. Shares subject to the unexercised portion of any terminated,
    forfeited or cancelled Option shall be available for future grants of
    Options solely in connection with offers to exchange outstanding Options for
    new Options made to Employees and Non-Employees (as defined in Sub-Plan L),
    which new Options shall be subject to the terms and conditions set forth in
    Sub-Plan L. Notwithstanding anything in the Plan to the contrary, the
    specific provisions of Sub-Plan L shall govern any Options granted pursuant
    to this Section 4(c).

         5. Payment. To the extent that the right to purchase Shares has accrued
and is in effect, the Option may be exercised in full at one time or in part
from time to time by giving notice of exercise pursuant to such procedures and
according to such terms and conditions as may be adopted by the Committee from
time to time. Options granted under the Plan may provide for the payment of the
exercise price, as provided in the

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terms and conditions applicable to the Conexant Options from which the Options
are derived, by delivery of (a) cash or a check payable to the order of the
Corporation in an amount equal to the exercise price of such Options, (b) Shares
owned by the Participant having a Fair Market Value equal in amount to the
exercise price of the Options being exercised, or (c) any combination of (a) and
(b); provided, however, that payment of the exercise price by delivery of Shares
owned by the Participant may be made only if the payment does not result in a
charge to earnings for financial accounting purposes as determined by the Board
of Directors or the Committee; provided, further, that the purchase price of the
Shares with respect to which an Option or portion thereof is exercised cannot be
paid by delivery of Conexant Shares but shall be payable in full in cash or in
Shares or in a combination of cash and Shares; provided, further, that to the
extent that the exercise price of an Option is denominated in foreign currency
and is not converted (with the consent of the Option holder) into U.S. dollars,
only payment by cash or check may be made. In addition, Participants may, either
on a selective or aggregate basis, simultaneously exercise options and sell the
Shares thereby acquired, pursuant to a brokerage or similar arrangement approved
in advance by the Committee, and use the proceeds from such sale as payment of
the purchase price of such Shares and any applicable withholding taxes.

         6. Book-Entry Statements. Upon exercise and full payment for the
Option, a book-entry statement representing the number of Shares purchased will
be issued as soon as practicable (i) after the stock option administrator (the
"Administrator") whom the Corporation has engaged to administer and process
stock option exercises has received full payment therefor or (ii) at the
Corporation's or the Administrator's election in their sole discretion, after
the Corporation or the Administrator has received (x) full payment of the
exercise price of the Shares subject to the Options and (y) any reimbursement in
respect of withholding taxes due.

         7. Shares Available. The total number of Shares which may be delivered
upon exercise of Options shall not exceed the number (presently estimated to be
approximately 30 million Shares) necessary to provide for the exercise of
Options outstanding on the Distribution Date as provided in the Employee Matters
Agreement, subject to any further adjustments provided for herein; provided,
however, that, subject to the provisions of Section 8, without the approval of
shareholders of the Corporation, the Committee may not amend the Plan to
increase the number of Shares which may be delivered under the Plan. Shares
which may be delivered upon exercise of Options may consist in whole or in part
of unissued or reacquired Shares. The Corporation will at all times reserve a
sufficient number of authorized and unissued Shares to satisfy outstanding
Options in full.

         8. Adjustments. 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

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and such adjustments and actions thereunder as the Board of Directors may deem
appropriate under the circumstances; provided, however, that the foregoing is
subject to the specific provisions of each individual Sub-Plan regarding
adjustments.

         9. Miscellaneous.

         a. No award or portion thereof shall be transferable by the Participant
    otherwise than (i) by will or by laws of descent and distribution, (ii) by
    gift to members of a Participant's immediate family, (iii) to a trust
    established for the benefit of a Participant's immediate family members
    only, (iv) to a partnership in which a Participant's immediate family
    members are the only partners or (v) as otherwise determined by the
    Committee. For purposes of this plan, "immediate family" shall mean the
    Participant's spouse and natural, adopted or step- children and
    grandchildren. Notwithstanding any transfer of an award or portion thereof,
    the transferred award shall continue to be subject to the same plan and
    grant agreement terms and conditions as were applicable to the Participant
    immediately prior to the transfer, as if the Option had not been
    transferred. Except as otherwise provided under Sub-Plan L and any award
    agreement thereunder, each Option shall be exercisable during the lifetime
    of the Participant to whom the Conexant Option from which it is derived was
    granted only by such Participant unless the Option has been transferred in
    accordance with the provisions of the Plan, in which case it shall be
    exercisable only by such transferee (or by the legal representative of the
    estate or the heirs or legatees of such transferee).

         b. No person shall have the rights or privileges of a shareholder of
    the Corporation with respect to Shares subject to an Option until such
    person has received such Shares following exercise of such Option.

         c. No fractional Shares shall be issued or transferred pursuant to the
    Plan. If any Option shall be exercisable for a fractional Share, the person
    entitled thereto shall be paid an amount equal to the excess of the Fair
    Market Value as of the date of exercise over the exercise price for any
    fractional Share deliverable in respect of exercise of that Option.

         d. The Corporation shall have the right in connection with the delivery
    of any Shares upon exercise of an Option to require as a condition of such
    delivery that the recipient represent that such Shares are being acquired
    for investment and not with a view to the distribution thereof and that he
    or she will make no transfer of the same except in compliance with any rules
    and regulations in force at the time of such transfer under the Securities
    Act or any other applicable law.

         e. The Corporation shall have the right in connection with any exercise
    of an Option, to deduct from any amount otherwise payable by the
    Corporation, an amount equal to any taxes required by law to be withheld
    with respect to exercise of that Option or to require the Participant or
    other person effecting such exercise, as a condition of and prior to
    delivery of Shares upon such exercise, to pay to the Corporation an amount
    sufficient to provide for any such taxes so required to be withheld,
    provided that such amount shall not exceed the statutory maximum.

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         f. The Corporation shall bear all expenses and costs in connection with
    the operation of the Plan, including costs related to the purchase, issue or
    transfer of Shares, but excluding taxes imposed on any person receiving a
    payment or delivery of Shares under the Plan.

         g. No employee of the Corporation shall have any right as a Participant
    to continue in the employ of the Corporation for any period of time or to a
    continuation of any particular rate of compensation, and the Corporation
    expressly reserves the right to discharge or change the assignment of any of
    its employees who are Participants at any time. There is no obligation for
    uniformity of treatment of Participants under the Plan.

         10. Interpretations and Determinations. The Committee shall have the
power from time to time to interpret the Plan and any Sub-Plan, to adopt, amend
and rescind rules, regulations and procedures relating to the Plan and any
Sub-Plan, to make, amend and rescind determinations under the Plan and any
Sub-Plan and to take all other actions that the Committee shall deem necessary
or appropriate for the implementation and administration of the Plan and any
Sub-Plan. All interpretations, determinations and other actions by the Committee
not revoked or modified by the Board of Directors shall be final, conclusive and
binding upon all parties. In the event of any conflict between the Plan and any
Sub-Plan, the terms of the Sub-Plan shall govern and, with respect to Sub-Plans
A-K, in a manner consistent with Section 1 of the Plan; provided, however, that
Section 9(a) of the Plan shall control over any inconsistent provision in any of
Sub-Plans A-K or an award agreement related to any of Sub-Plans A-K.

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

         12. Gender, Etc. In interpreting the Plan and any Sub-Plan, the
masculine gender shall include the feminine, the neutral gender shall include
the masculine or feminine, and the singular shall include the plural unless the
context clearly indicates otherwise.

         13. Invalidity. If any term or provision contained herein or in any
award agreement evidencing an Option shall to any extent be invalid or
unenforceable, such term or provision will be re-formed so that it is valid, and
such invalidity or unenforceability shall not affect any other provision or part
thereof.

         14. Effective Date. Upon approval by the sole shareholder of the
Corporation, the Plan shall become effective as of the Distribution Date.

         15. Applicable Law. The Plan, any Sub-Plan, any award agreement related
to any Sub-Plan and all actions taken hereunder or thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware without
regard to the conflict of law principles thereof.

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                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN A
                 (CONEXANT SYSTEMS, INC. 1998 STOCK OPTION PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Conexant Systems, Inc. 1998 Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions of this Sub-Plan A, govern the Options derived from such
Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan A shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan A, the terms and conditions of this
Sub-Plan A shall control in a manner consistent with Section 1 of the Plan.

                  2. Definitions. For purposes of this Sub-Plan A, the following
terms shall have the meanings set forth below:

                  a. Boeing. The Boeing Company, a Delaware corporation.

                  b. Boeing North American. Boeing North American, Inc.
         (formerly Rockwell International Corporation), a Delaware corporation
         incorporated in 1928 that is the surviving corporation in a merger with
         Boeing NA, Inc., a wholly-owned subsidiary of Boeing, and any successor
         thereto.

                  c. Change of Control. Any of the following:

                           (i) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Exchange Act) (a "Person") of beneficial ownership (within
                  the meaning of Rule 13d-3 promulgated under the Exchange Act)
                  of 20% or more of either (A) the outstanding Shares (the
                  "Outstanding Shares") or (B) the combined voting power of the
                  outstanding voting securities of the Corporation entitled to
                  vote generally in the election of directors (the "Outstanding
                  Voting Securities"); provided, however, that for purposes of
                  this subparagraph (i), the following acquisitions shall not
                  constitute a Change of Control:

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                  (w) any acquisition directly from the Corporation, (x) any
                  acquisition by the Corporation, (y) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation, Conexant or any corporation
                  controlled by the Corporation or Conexant or (z) any
                  acquisition pursuant to a transaction which complies with
                  clauses (A), (B) and (C) of subsection (iii) of this Section
                  2(c); or

                           (ii) Individuals who, immediately after the
                  Distribution Date, constitute the Board of Directors (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board of Directors; provided, however, that
                  any individual becoming a director subsequent to that time
                  whose election, or nomination for election by the
                  Corporation's shareholders, was approved by a vote of at least
                  a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board of
                  Directors; or

                           (iii) Consummation of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Corporation or the
                  acquisition of assets of another entity (a "Corporate
                  Transaction"), in each case, unless, following such Corporate
                  Transaction, (A) all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Shares and Outstanding Voting Securities
                  immediately prior to such Corporate Transaction, beneficially
                  own, directly or indirectly, more than 60% of, respectively,
                  the outstanding shares of common stock and the combined voting
                  power of the outstanding voting securities entitled to vote
                  generally in the election of directors, as the case may be, of
                  the corporation resulting from such Corporate Transaction
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Corporation or all or
                  substantially all of the Corporation's assets either directly
                  or through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Corporate Transaction, of the Outstanding Shares and
                  Outstanding Voting Securities, as the case may be, (B) no
                  Person (excluding any employee benefit plan (or related trust)
                  of the Corporation or such corporation resulting from such
                  Corporate Transaction) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the outstanding
                  shares of common stock of the corporation

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                  resulting from such Corporate Transaction or the combined
                  voting power of the outstanding voting securities of such
                  corporation except to the extent that such ownership existed
                  prior to the Corporate Transaction and (C) at least a majority
                  of the members of the board of directors of the corporation
                  resulting from such Corporate Transaction were members of the
                  Incumbent Board at the time of the execution of the initial
                  agreement, or of the action of the Board of Directors,
                  providing for such Corporate Transaction; or

                           (iv) Approval by the Corporation's shareholders of a
                  complete liquidation or dissolution of the Corporation;

         provided that in no event shall the Distribution constitute a Change of
         Control, it being understood that the foregoing definition shall take
         effect immediately after the completion of the Distribution.

                  c. Conexant Distribution. The pro rata distribution of
         Conexant Shares to Rockwell's shareowners.

                  d. Conexant Distribution Date. The Distribution Date as
         defined in the Distribution Agreement between Rockwell and Conexant
         relating, among other things, to the distribution of Conexant Shares to
         Rockwell's shareowners.

                  e. Merger Closing Date. The Closing Date as defined in the
         Agreement and Plan of Merger dated as of July 31, 1996 among Boeing
         North American, Boeing and Boeing NA, Inc.

                  f. Meritor. Meritor Automotive, Inc., a Delaware corporation,
         and, effective July 7, 2000, ArvinMeritor, Inc., an Indiana
         corporation.

                  g. Meritor Distribution Date. The Distribution Date as defined
         in the Distribution Agreement between Rockwell and Meritor relating,
         among other things, to the distribution of shares of common stock of
         Meritor to Rockwell's shareowners.

                  h. Non-Employee Director. A non-employee director or former
         non-employee director of Rockwell on the Conexant Distribution Date
         (other than a person who was a director of Conexant but not also a
         director of Rockwell).

                  i. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the Conexant Systems,
         Inc. 1998 Stock Option Plan: (i) who on or before the close of business
         on the Merger

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         Closing Date became an employee of United Space Alliance, LLC ("USA")
         immediately upon termination of employment (by retirement or otherwise)
         by Rockwell or a subsidiary corporation of Rockwell (a "Continuing USA
         Participant"), but only for purposes of determining such person's
         rights with respect to his or her outstanding Options and only so long
         as (x) such person shall remain an employee of USA and (y) Boeing or
         any of its subsidiaries shall continue to own at least 50% of the total
         ownership interests in USA; (ii) who as of the close of business on the
         Merger Closing Date remained or became an employee of Boeing North
         American, Boeing or any of their respective subsidiaries (a "Continuing
         Boeing Participant"), but only for purposes of determining such
         person's rights with respect to his or her outstanding Options and only
         so long as such person shall remain an employee of Boeing North
         American, Boeing, or any of their respective subsidiaries; (iii) who as
         of the close of business on the Meritor Distribution Date remained or
         became an employee of Meritor or any of its subsidiaries (a "Continuing
         Meritor Participant"), but only for purposes of determining such
         person's rights with respect to his or her outstanding Options and only
         so long as such person shall remain an employee of Meritor or any of
         its subsidiaries; (iv) who as of the close of business on the Conexant
         Distribution Date remained or became an employee of Rockwell or any of
         its subsidiaries (a "Continuing Rockwell Participant"), but only for
         purposes of determining such person's rights with respect to his or her
         outstanding Options and only so long as such person shall remain an
         employee of Rockwell or any of its subsidiaries; (v) who as of the
         close of business on the Conexant Distribution Date remained or became
         an employee of Conexant or any of its subsidiaries (a "Continuing
         Conexant Participant"), but only for purposes of determining such
         person's rights with respect to his or her outstanding Options and only
         so long as such person shall remain an employee of Conexant or any of
         its subsidiaries; (vi) who held Options expiring on or after August 3,
         2002 and who as of the close of business on May 3, 2002 became an
         employee of Jazz Semiconductor, Inc. ("Jazz") or any of its
         subsidiaries (a "Continuing Jazz Participant"), but only for purposes
         of determining such person's rights with respect to his or her
         outstanding Options and only so long as such person shall remain an
         employee of Jazz or any of its subsidiaries; (vii) who as of the close
         of business on the Conexant Distribution Date was a Non-Employee
         Director, but only for purposes of determining such person's rights
         with respect to his or her outstanding Options; (viii) who as of the
         close of business on the Skyworks Distribution Date remained or became
         an employee of Skyworks or any of its subsidiaries (a "Continuing
         Skyworks Participant"), but only for purposes of determining such
         person's rights with respect to his or her outstanding Options and only
         so long as such person shall remain an employee of Skyworks or any of
         its subsidiaries; (ix) who at any time prior to the close of business
         on the Distribution Date terminated his or her

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         employment with Conexant or any of its subsidiaries (a "Former Conexant
         Participant"); and (x) who as of the close of business on the
         Distribution Date remained or became an employee of the Corporation or
         any of its subsidiaries (a "Continuing Mindspeed Participant"), but
         only for purposes of determining such person's rights with respect to
         his or her outstanding Options and only so long as such person shall
         remain an employee of the Corporation or any of its subsidiaries.

                  j. Rockwell. Rockwell Automation, Inc. (formerly Rockwell
         International Corporation), a Delaware corporation, and any successor
         thereto.

                  k. Rockwell Option. An option to purchase Rockwell Shares
         granted pursuant to Rockwell's 1988 Long-Term Incentives Plan, as
         amended, Rockwell's 1995 Long-Term Incentives Plan, as amended, and
         Rockwell's Directors Stock Plan, as amended.

                  l. Rockwell Shares. Shares of common stock, par value $1.00
         per share, of Rockwell or any security of Rockwell issued in
         substitution or exchange therefor or in lieu thereof.

                  m. Skyworks. Skyworks Solutions, Inc. (formerly Alpha
         Industries, Inc.), a Delaware corporation and successor by merger to
         Washington Sub, Inc.

                  n. Skyworks Distribution Date. The Distribution Date as
         defined in the Contribution and Distribution Agreement dated as of
         December 16, 2001, as amended as of June 25, 2002, by and between
         Conexant and Washington Sub, Inc., a Delaware corporation.

                  3. Effect of Death or Termination of Employment.

                  a. If the employment by Rockwell or any of its subsidiaries of
         a Continuing Rockwell Participant, the employment by USA of a
         Continuing USA Participant, the employment by Boeing North American,
         Boeing or any of their respective subsidiaries of a Continuing Boeing
         Participant, the employment by Meritor or any of its subsidiaries of a
         Continuing Meritor Participant, the employment by Conexant or any of
         its subsidiaries of a Continuing Conexant Participant, the employment
         by Jazz or any of its subsidiaries of a Continuing Jazz Participant,
         the service as a director of Rockwell of any Non-Employee Director, the
         employment by Skyworks or any of its subsidiaries of a Continuing
         Skyworks Participant, or the employment by the Corporation or any of
         its subsidiaries of a Continuing Mindspeed Participant, who (or whose
         permitted transferee) holds outstanding Options terminates by reason of
         the death of the

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         Participant, the Options not theretofore exercised may be exercised
         from and after the date of the death of the Participant for a period of
         three years (or until the expiration date specified in the Conexant
         Option from which the Option is derived, if earlier) even if any of
         them was not exercisable at the date of death.

                  b. If a Continuing Rockwell Participant, a Continuing USA
         Participant, a Continuing Boeing Participant, a Continuing Meritor
         Participant, a Continuing Conexant Participant, a Continuing Jazz
         Participant, a Continuing Skyworks Participant, or a Continuing
         Mindspeed Participant who (or whose permitted transferee) holds
         outstanding Options retires under a retirement plan of Rockwell, USA,
         Boeing North American, Boeing, Meritor, Conexant, Jazz, Skyworks, the
         Corporation or any of their respective subsidiaries, as the case may
         be, at any time after a portion thereof has become exercisable, the
         Options not theretofore exercised may be exercised from and after the
         date upon which they are first exercisable under the terms thereof for
         a period of five years from the date of retirement (or until the
         expiration date specified in the Conexant Option from which the Option
         is derived, if earlier) even if any of them was not exercisable at the
         date of retirement, except that Options derived from Conexant Options
         derived from Rockwell Options granted prior to November 30, 1994 may be
         exercised for such period, not to exceed three years, from the date of
         retirement as specified in the Rockwell Option from which the Conexant
         Option from which the Option is derived (or until the expiration date
         specified in such Rockwell Option, if earlier) and only to the extent
         the grantee thereof (or permitted transferee) was entitled to exercise
         the Options at the time of such retirement.

                  c. If a Non-Employee Director who holds outstanding Options
         retires as a director of Rockwell after attaining age 72 or completing
         ten years of services as a director of Rockwell, whether or not any
         portion of those Options was exercisable at the date of retirement, the
         Options not theretofore exercised may be exercised from and after the
         date upon which they are first exercisable under the terms thereof for
         a period of five years from the date of retirement (or until the
         expiration date specified in the Rockwell Option from which the
         Conexant Option and, subsequently, the Option are derived, if earlier)
         even if any of them was not exercisable at the date of retirement.

                  d. If the employment by Rockwell or any of its subsidiaries of
         a Continuing Rockwell Participant, the employment by USA of a
         Continuing USA Participant, the employment by Boeing North American,
         Boeing or any of their respective subsidiaries of a Continuing Boeing
         Participant, the employment by Meritor or any of its subsidiaries of a
         Continuing Meritor Participant, the employment by Conexant or any of
         its subsidiaries of a Continuing Conexant Participant, the employment
         by Jazz or any of its subsidiaries of a Continuing

                                       6

<PAGE>

         Jazz Participant, the employment by Skyworks or any of its subsidiaries
         of a Continuing Skyworks Participant, or the employment by the
         Corporation or any of its subsidiaries of a Continuing Mindspeed
         Participant who (or whose permitted transferee) holds any outstanding
         Options is terminated for any reason other than death or retirement
         under a retirement plan of Rockwell, USA, Boeing North American,
         Boeing, Meritor, Conexant, Jazz, Skyworks, the Corporation or any of
         their respective subsidiaries, the Options not theretofore exercised
         may be exercised only within 90 days after the termination of such
         employment (or until the expiration date specified in the Conexant
         Option from which the Option is derived if earlier) and only to the
         extent the grantee thereof (or a permitted transferee) was entitled to
         exercise the Options at the time of termination of such employment,
         unless and except to the extent the Committee may otherwise determine;
         provided, however, that the Committee shall not in any event permit a
         longer period of exercise than would have been applicable had the
         provisions of paragraph b, above been applicable.

                  e. Options held by a Former Conexant Participant may be
         exercised only until the date the corresponding Conexant Option from
         which the Option is derived may be exercised.

                  4. Amendment and Termination. The Committee shall have the
power in its discretion to amend, suspend or terminate this Sub-Plan A or
Options subject hereto at any time except that, subject to the provisions of
Section 7 of the Plan, (a) without the consent of the person affected, no such
action shall cancel or reduce an outstanding Option subject hereto other than as
provided for or contemplated in the agreement evidencing the Rockwell Option
from which the Conexant Option and, subsequently, the Option are derived, and
(b) without the approval of the shareholders of the Corporation, the Committee
may not reduce the exercise price of any Option subject hereto.

                  5. Miscellaneous.

                  a. Notwithstanding any other provision of the Plan or this
         Sub-Plan A, if a Change of Control shall occur, the Options outstanding
         pursuant to this Sub-Plan A shall forthwith become fully exercisable
         whether or not otherwise then exercisable.

                  b. Unless otherwise determined by the Committee or provided in
         an agreement between any Participant and his or her employer, for
         purposes of this Sub-Plan A, a Participant on authorized leave of
         absence will be considered as being in the employ of Rockwell, USA,
         Boeing North American, Boeing, Meritor, Conexant, Jazz, Skyworks, the
         Corporation or any of their respective subsidiaries, as the case may
         be.

                                       7

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN B
             (CONEXANT SYSTEMS, INC. 1999 LONG-TERM INCENTIVES PLAN;
              CONEXANT SYSTEMS, INC. 2000 NON-QUALIFIED STOCK PLAN;
                CONEXANT SYSTEMS, INC. DIRECTORS STOCK PLAN; AND
           APPLIED TELECOM, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN)

         1. General. The additional terms and conditions detailed below are to
be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Conexant Systems, Inc. 1999 Long-Term Incentives Plan, the
Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, the Conexant Systems, Inc.
Directors Stock Plan or the Applied Telecom, Inc. 2000 Non-Qualified Stock
Option Plan. The terms and conditions of the Plan, as amended from time to time,
shall, together with the terms and conditions of this Sub-Plan B, govern the
Options derived from such Conexant Options, and unless the context dictates
otherwise, all references herein to this Sub-Plan B shall include the terms and
conditions of the Plan. In the event of any conflict between the terms and
conditions of the Plan and the terms and conditions of this Sub-Plan B, the
terms and conditions of this Sub-Plan B shall control in a manner consistent
with Section 1 of the Plan.

         2. Definitions. For purposes of this Sub-Plan B, the following terms
shall have the meanings set forth below:

         a. Award Agreement. An agreement setting forth the terms and conditions
            applicable to an Option under this Sub-Plan B, including, to the
            extent a separate agreement is not executed by the Corporation, any
            such agreement governing the Conexant Option from which such Option
            is derived.

         b. Cause. For purposes of the Options derived from Conexant Options
            granted under the Conexant Systems, Inc. 1999 Long-Term Incentives
            Plan:

                  (i) a felony conviction of a Participant;

                  (ii) the commission by a Participant of an act of fraud or
            embezzlement against Conexant, Jazz, Skyworks, the Corporation
            and/or any of their respective Subsidiaries;

<PAGE>

                  (iii) willful misconduct or gross negligence materially
            detrimental to Conexant, Jazz, Skyworks, the Corporation and/or any
            of their respective Subsidiaries;

                  (iv) the Participant's continued failure to implement
            reasonable requests or directions received in the course of his or
            her employment;

                  (v) the Participant's wrongful dissemination or use of
            confidential or proprietary information; or

                  (vi) the intentional and habitual neglect by the Participant
            of his or her duties to Conexant, Jazz, Skyworks, the Corporation
            and/or any of their respective Subsidiaries.

         c. Change of Control. As defined in Section 3 of this Sub-Plan B.

         d. Conexant Director. A non-employee or former non-employee director of
            Conexant on the Distribution Date (other than a person who was
            director of the Corporation but not also a director of Conexant).

         e. Participant. Any person who as of the close of business on the
            Distribution Date held Conexant Options under the Conexant Systems,
            Inc. 1999 Long-Term Incentives Plan, the Conexant Systems, Inc. 2000
            Non-Qualified Stock Plan, the Conexant Systems, Inc. Directors Stock
            Plan and/or the Applied Telecom, Inc. 2000 Non-Qualified Stock
            Option Plan and (i) who as of the close of business on the Conexant
            Distribution Date remained or became an employee of Conexant or any
            of its subsidiaries (a "Continuing Conexant Participant"), but only
            for purposes of determining such person's rights with respect to his
            or her outstanding Options and only so long as such person shall
            remain an employee of Conexant or any of its subsidiaries; (ii) who
            held Options expiring on or after August 3, 2002 and who as of the
            close of business on May 3, 2002 became an employee of Jazz
            Semiconductor, Inc. ("Jazz") or any of its subsidiaries (a
            "Continuing Jazz Participant"), but only for purposes of determining
            such person's right with respect to his or her outstanding Options
            and only so long as such person shall remain an employee of Jazz or
            any of its subsidiaries; (iii) who as of the close of business on
            the Skyworks Distribution Date remained or became an employee of
            Skyworks or any of its subsidiaries (a "Continuing Skyworks
            Participant"), but only for purposes of determining such person's
            rights with respect to his or her outstanding Options and only so
            long as such person shall remain an employee of Skyworks or any of
            its subsidiaries; (iv) who as of the close of business on the
            Distribution Date remained or became an employee of the Corporation
            or

                                       2

<PAGE>

            any of its subsidiaries (or a director of the Corporation who was
            not also a director of Conexant on the Distribution Date) (a
            "Continuing Mindspeed Participant"), but only for purposes of
            determining such person's rights with respect to his or her
            outstanding Options and only so long as such person shall remain an
            employee of the Corporation or any of its subsidiaries (or a
            director of the Corporation); (v) who at any time prior to the close
            of business on the Distribution Date terminated his or her
            employment with Conexant or any of its subsidiaries (a "Former
            Conexant Participant"); or (vi) who as of the close of business on
            the Distribution Date remained a Conexant Director but only for
            purposes of determining such person's rights with respect to his or
            her outstanding Options and only so long as such person shall remain
            a Conexant Director.

         f. Rockwell. Rockwell Automation, Inc. (formerly Rockwell International
            Corporation), a Delaware corporation.

         g. Skyworks. Skyworks Solutions, Inc. (formerly Alpha Industries,
            Inc.), a Delaware corporation and successor by merger to Washington
            Sub, Inc.

         h. Skyworks Distribution Date. The Distribution Date as defined in the
            Distribution Agreement among Conexant, Washington Sub, Inc., a
            Delaware corporation, and Skyworks.

         i. Subsidiary. Any corporation or other entity in which Conexant, Jazz,
            Skyworks or the Corporation, as the case may be, directly or
            indirectly controls 50% or more of the total combined voting power
            of all classes of such corporation's stock.

         3. Change of Control

         a. In the event a Change of Control shall occur, then (i) all Options
granted on or before December 9, 1999 under the Conexant Systems, Inc. 1999
Long-Term Incentives Plan and (ii) all Options derived from Conexant Options
granted under the Conexant Systems, Inc. Directors Stock Plan, that are
outstanding under this Sub-Plan B shall forthwith become fully exercisable
whether or not otherwise then exercisable.

         b. Change of Control means:

                  (i) The acquisition by any individual, entity or group (within
            the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
            "Person") of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 20% or more of either (A) the
            outstanding Shares (the

                                       3

<PAGE>

            "Outstanding Shares") or (B) the combined voting power of the
            outstanding voting securities of the Corporation entitled to vote
            generally in the election of directors (the "Outstanding Voting
            Securities"); provided, however, that for purposes of this
            subparagraph (i), the following acquisitions shall not constitute a
            Change of Control: (w) any acquisition directly from the
            Corporation, (x) any acquisition by the Corporation, (y) any
            acquisition by any employee benefit plan (or related trust)
            sponsored or maintained by the Corporation, Conexant or any
            corporation controlled by the Corporation or Conexant or (z) any
            acquisition pursuant to a transaction which complies with clauses
            (A), (B) and (C) of subsection (iii) of this Section 3(b); or

                  (ii) Individuals who, immediately after the Distribution Date,
            constitute the Board of Directors (the "Incumbent Board") cease for
            any reason to constitute at least a majority of the Board of
            Directors; provided, however, that any individual becoming a
            director subsequent to that time whose election, or nomination for
            election by the Corporation's shareholders, was approved by a vote
            of at least a majority of the directors then comprising the
            Incumbent Board shall be considered as though such individual were a
            member of the Incumbent Board, but excluding, for this purpose, any
            such individual whose initial assumption of office occurs as a
            result of an actual or threatened election contest with respect to
            the election or removal of directors or other actual or threatened
            solicitation of proxies or consents by or on behalf of a Person
            other than the Board of Directors; or

                  (iii) Consummation of a reorganization, merger or
            consolidation or sale or other disposition of all or substantially
            all of the assets of the Corporation or the acquisition of assets of
            another entity (a "Corporate Transaction"), in each case, unless,
            following such Corporate Transaction, (A) all or substantially all
            of the individuals and entities who were the beneficial owners,
            respectively, of the Outstanding Shares and Outstanding Voting
            Securities immediately prior to such Corporate Transaction
            beneficially own, directly or indirectly, more than 60% of,
            respectively, the outstanding shares of common stock and the
            combined voting power of the outstanding voting securities entitled
            to vote generally in the election of directors, as the case may be,
            of the corporation resulting from such Corporate Transaction
            (including, without limitation, a corporation which as a result of
            such transaction owns the Corporation or all or substantially all of
            the Corporation's assets either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership, immediately prior to such Corporate Transaction, of the
            Outstanding Shares and Outstanding Voting Securities, as the case
            may be, (B) no Person (excluding any employee benefit plan (or
            related trust) of the Corporation or such corporation resulting from
            such Corporate Transaction) beneficially

                                       4

<PAGE>

            owns, directly or indirectly, 20% or more of, respectively, the
            outstanding shares of common stock of the corporation resulting from
            such Corporate Transaction or the combined voting power of the
            outstanding voting securities of such corporation except to the
            extent that such ownership existed prior to the Corporate
            Transaction and (C) at least a majority of the members of the board
            of directors of the corporation resulting from such Corporate
            Transaction were members of the Incumbent Board at the time of the
            execution of the initial agreement, or of the action of the Board of
            Directors, providing for such Corporate Transaction; or

                  (iv) Approval by the Corporation's shareholders of a complete
            liquidation or dissolution of the Corporation;

         provided that in no event shall the Distribution constitute a Change of
         Control, it being understood that the foregoing definition shall take
         effect immediately after the completion of the Distribution.

         4. Effect of Death or Termination of Employment

         a. If the employment by Conexant or any of its subsidiaries of a
Continuing Conexant Participant, the employment by Jazz or any of its
subsidiaries of a Continuing Jazz Participant, the employment by Skyworks or any
of its subsidiaries of a Continuing Skyworks Participant, the employment by the
Corporation or any of its subsidiaries (or the service as a Director) of a
Continuing Mindspeed Participant or the service as a director of Conexant of any
Conexant Director who (or whose permitted transferee) holds outstanding Options
terminates by reason of the death of the Participant, the Options not
theretofore exercised may be exercised from and after the date of the death of
the Participant for a period of three years (or until the expiration date
specified in the Conexant Option from which the Option is derived, if earlier)
even if any of them was not exercisable at the date of death.

         b. If the employment by Conexant or any its subsidiaries of a
Continuing Conexant Participant, the employment by Jazz or any of its
subsidiaries of a Continuing Jazz Participant, the employment by Skyworks or any
of its subsidiaries of a Continuing Skyworks Participant or the employment by
the Corporation or any of its subsidiaries of a Continuing Mindspeed Participant
who (or whose permitted transferee) holds any outstanding Options is terminated
for any reason other than death or for cause (or for Cause with respect to
Options derived from Conexant Options issued under the Conexant Systems, Inc.
1999 Long-Term Incentives Plan), the Options not theretofore exercised may be
exercised only within 90 days after the termination of such employment (or until
the expiration date specified in the Conexant Option from which the Option is
derived if earlier) and only to the extent the grantee thereof (or a permitted
transferee) was entitled

                                       5

<PAGE>

to exercise the Options at the time of termination of such employment, unless
and except to the extent the Committee may otherwise determine.

         c. In the event the employment of a Continuing Conexant Participant, a
Continuing Mindspeed Participant, a Continuing Jazz Participant or a Continuing
Skyworks Participant is terminated for cause (or for Cause for purposes of the
Conexant Systems, Inc. 1999 Long-Term Incentives Plan), anything else in the
Plan or the Award Agreement to the contrary notwithstanding, all unexercised or
unearned Options granted to the Participant shall immediately terminate and be
forfeited.

         d. If a Conexant Director who holds outstanding Options retires as a
director of Conexant after attaining age 72 or completing ten years of services
as a director of Conexant whether or not any portion of those Options was
exercisable at the date of retirement, the Options not theretofore exercised may
be exercised from and after the date upon which they are first exercisable under
the terms thereof for a period of five years from the date of retirement (or
until the expiration date specified in the Conexant Option from which the Option
is derived, if earlier) even if any of them was not exercisable at the date of
retirement.

         e. If a Conexant Director ceases to be a Conexant Director while
holding unexercised Options, such Options are then void, except in the case of
(i) death, (ii) disability, (iii) retirement after attaining age 72 or
completing ten years service as a Conexant Director, as the case may be, or (iv)
resignation from the Board of Directors of Conexant for reasons of the antitrust
laws, compliance with Conexant's or the Corporation's conflict of interest
policies or other circumstances that the Committee may determine as serving the
best interests of Conexant or the Corporation.

         f. If a Continuing Mindspeed Participant who was a Director but not
also a director of Conexant on the Distribution Date who (or whose permitted
transferee) holds outstanding Mindspeed Options retires as a director of the
Corporation after attaining age 72 or completing an aggregate of ten years of
service as a director of Conexant and of the Corporation whether or not any
portion of those Options was exercisable at the date of retirement, the Options
not theretofore exercised may be exercised from and after the date upon which
they are first exercisable under the terms thereof for a period of five years
from the date of retirement (or until the expiration date specified in the
Conexant Option from which the Option is derived, if earlier) even if any of
them was not exercisable at the date of retirement.

         g. If a Continuing Mindspeed Participant who was a Director but not
also a director of Conexant on the Distribution Date 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 72 or
completing ten years service as a

                                       6

<PAGE>

Director, as the case may be, or (iv) resignation from the Board of Directors
for reasons of the antitrust laws, compliance with the Corporation's conflict of
interest policies or other circumstances that the Committee may determine as
serving the best interests of the Corporation.

         h. Options held by a Former Conexant Participant may be exercised only
until the date the corresponding Conexant Option from which the Option is
derived may be exercised.

         i. The provisions of subsection (a), (b) and (c) may be modified to the
extent deemed advisable by the Committee with respect to non-employees providing
consulting, contracting or other services to Conexant, Jazz, Skyworks, the
Corporation, or any of their respective subsidiaries.

         j. For purposes of this Sub-Plan B, (i) a transfer of an employee from
Conexant, Skyworks, Jazz or the Corporation to any of their respective
subsidiaries or affiliates, whether or not incorporated, or vice versa, or from
one such subsidiary or affiliate of such entity to another, and (ii) a leave of
absence, duly authorized in writing by Conexant, Skyworks, Jazz or the
Corporation, as applicable, shall not be deemed a termination of employment.

         5. Amendment and Termination.

         a. The Board of Directors may at any time amend, suspend or discontinue
this Sub-Plan B, in whole or in part. The Committee may at any time alter or
amend any or all Award Agreements to the extent permitted by law; provided,
however, that no such alteration or amendment shall impair the rights of any
holder of an Option without the holder's consent; provided, further, that this
sentence shall not apply to Options derived from Conexant Options issued under
the Conexant Systems, Inc. Directors Stock Plan.

         b. Notwithstanding the foregoing, no such action may, without approval
of the shareholders of the Corporation, (i) for Options derived from Conexant
Options issued under the Conexant Systems, Inc. 1999 Long-Term Incentives Plan,
increase the number of Shares with respect to which Awards may be granted or
reduce the exercise price of any Option below Fair Market Value on the date of
grant and (ii) for Options derived from Conexant Options issued under the
Conexant Systems, Inc. Directors Stock Plan, (A) materially increase the maximum
number of Shares available for delivery upon exercise of such Options under this
Sub-Plan B (other than permitted adjustments), (B) materially increase the
benefits accruing to Participants under this Sub-Plan B or (C) materially modify
the requirements as to eligibility for participation in this Sub-Plan B.

                                       7

<PAGE>

         6. Miscellaneous.

         a. Unfunded Plan. The Plan shall be unfunded. No provision of this
Sub-Plan B or any Award Agreement shall require the Corporation or any of its
Subsidiaries, for the purpose of satisfying any obligations under this Sub-Plan
B, to purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Corporation or any of its Subsidiaries be required to maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under this Sub-Plan B other than as unsecured general creditors
of the Corporation or any of its Subsidiaries, except that insofar as they may
have become entitled to payment of additional compensation by performance of
services, they shall have the same rights as other employees under generally
applicable law.

         b. Limits of Liability. Any liability of the Corporation or any of its
Subsidiaries to any Participant with respect to an Award shall be based solely
upon contractual obligations created by this Sub-Plan B and the Award Agreement.
None of the Corporation or any of its Subsidiaries, any member of the Board of
Directors or of the Committee, or any other person participating in any
determination of any question under this Sub-Plan B, or in the interpretation,
administration or application of the Plan, shall have any liability to any party
for any action taken, or not taken, in good faith under this Sub-Plan B.

         c. Compliance with Laws. Notwithstanding anything contained herein or
in any Award Agreement to the contrary, the Corporation shall not be required to
sell or issue Shares hereunder or thereunder if the issuance thereof would
constitute a violation by the Participant or the Corporation of any provisions
of any law or regulation of any governmental authority or any national
securities exchange; and as a condition of any sale or issuance the Corporation
may require such agreements or undertakings, if any, as the Corporation may deem
necessary or advisable to assure compliance with any such law or regulation.

                                       8

<PAGE>

                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN C
                 (HOTRAIL, INC. 1997 EQUITY INCENTIVE PLAN; AND
                         HOTRAIL, INC. 2000 EQUITY PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Hotrail, Inc. 1997 Equity Incentive Plan or the Hotrail, Inc.
2000 Equity Plan. The terms and conditions of the Plan, as amended from time to
time, shall, together with the terms and conditions set out in this Sub-Plan C,
govern the Options derived from such Conexant Options, and unless the context
dictates otherwise, all references herein to this Sub-Plan C shall include the
terms and conditions of the Plan. In the event of any conflict between the terms
and conditions of the Plan and the terms and conditions of this Sub-Plan C, the
terms and conditions of this Sub-Plan C shall control in a manner consistent
with Section 1 of the Plan.

                  2. Definitions. For purposes of this Sub-Plan C, the following
terms shall have the meanings set forth below:

                  a. Award Agreement. With respect to each Option, the signed
         written agreement setting forth the terms and conditions of the Option
         under this Sub-Plan C, including, to the extent a separate agreement is
         not executed by the Corporation, any such agreement governing the
         Conexant Option from which such Option is derived.

                  b. Cause. Termination because of (a) any willful material
         violation by the Continuing Mindspeed Participant of any law or
         regulation applicable to the business of the Corporation or any of its
         subsidiaries, the Continuing Mindspeed Participant's conviction for, or
         guilty plea to, a felony or a crime involving moral turpitude, any
         willful perpetration by the Continuing Mindspeed Participant of a
         common law fraud or any unlawful use by the Continuing Mindspeed
         Participant of drugs or other controlled substances, (b) the Continuing
         Mindspeed Participant's commission of an act of personal dishonesty
         which involves personal profit in connection with the Corporation or
         any of its subsidiaries or any other entity having a business
         relationship with the Corporation or any of its subsidiaries, (c) any
         material breach by the Continuing

<PAGE>

         Mindspeed Participant of any material provision of any agreement or
         understanding between the Corporation or any of its subsidiaries and
         the Continuing Mindspeed Participant regarding the terms of the
         Continuing Mindspeed Participant's service as an employee, director,
         consultant, independent contractor or adviser to the Corporation or any
         of its subsidiaries, including without limitation, the willful and
         continued failure or refusal of the Continuing Mindspeed Participant to
         perform the material duties required of such Continuing Mindspeed
         Participant as an employee, director, consultant, independent
         contractor or adviser of the Corporation or any of its subsidiaries
         other than as a result of having a Disability, or a breach of any
         applicable invention assignment and confidentiality agreement or
         similar agreement between the Corporation or any of its subsidiaries
         and the Continuing Mindspeed Participant, (d) the Continuing Mindspeed
         Participant's intentional disregard of the policies of the Corporation
         or any of its subsidiaries so as to cause loss, damage or injury to the
         property, reputation or employees of the Corporation or any of its
         subsidiaries, or (e) any other misconduct by the Continuing Mindspeed
         Participant which is materially injurious to the financial condition or
         business reputation of, or is otherwise materially injurious to, the
         Corporation or any of its subsidiaries.

                  c. Disability. A disability, whether temporary or permanent,
         partial or total, as determined by the Committee.

                  d. Exercise Price. The price at which a holder of an Option
         may purchase the Shares issuable upon exercise thereof.

                  e. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the Hotrail, Inc.
         1997 Equity Incentive Plan and/or the Hotrail, Inc. 2000 Equity Plan
         and (i) who at any time prior to the close of business on the
         Distribution Date terminated his or her employment with Conexant or any
         of its subsidiaries (a "Former Conexant Participant") or (ii) who then
         remained or became an employee of the Corporation or any of its
         subsidiaries (a "Continuing Mindspeed Participant"), but only for
         purposes of determining such person's rights with respect to his or her
         outstanding Options and only so long as such person shall remain an
         employee of the Corporation or any of its subsidiaries.

                  f. SEC. The Securities and Exchange Commission.

                  g. Service Provider. An employee, officer, director,
         independent contractor or consultant of the Corporation or any of its
         subsidiaries (including, prior to the Distribution, Conexant or any of
         its subsidiaries).

                                       2

<PAGE>

                  h. Termination or Terminated. For purposes of this Sub-Plan C,
         with respect to a Continuing Mindspeed Participant, that the Continuing
         Mindspeed Participant has for any reason ceased to provide services as
         a Service Provider. A Continuing Mindspeed Participant will not be
         deemed to have ceased to provide services in the case of (a) sick
         leave, (b) military leave, or (c) any other leave of absence approved
         by the Conexant Compensation Committee, provided that such leave is for
         a period of not more than 90 days unless reemployment upon the
         expiration of such leave is guaranteed by contract or statute, or
         unless provided otherwise pursuant to formal policy adopted from time
         to time by the Corporation or any of its subsidiaries and issued and
         promulgated in writing. In the case of any Continuing Mindspeed
         Participant on (a) sick leave, (b) military leave, or (c) an approved
         leave of absence, the Committee may make such provisions respecting
         suspension of vesting of the Option while on leave from the employ of
         the Corporation or any of its subsidiaries as it may deem appropriate,
         except that in no event may an Option be exercised after the expiration
         of the term set forth in the Award Agreement. The Committee will have
         sole discretion to determine whether a Continuing Mindspeed Participant
         has ceased to provide services and the effective date on which the
         Continuing Mindspeed Participant ceased to provide services (the
         "Termination Date").

                  i. Unvested Shares. As defined in the Award Agreement.

                  j. Vested Shares. As defined in the Award Agreement.

                  3. Options.

                  a. Exercise Period. Options may be exercisable immediately or
may be exercisable within the times or upon the events determined by the
Committee as set forth in the Award Agreement governing the Options; provided,
however, that no Option will be exercisable after the expiration of ten years
from the date the Option is granted. The Committee also may provide for Options
to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

                  b. Termination. Subject to earlier termination provisions
contained in this Sub-Plan C and notwithstanding the exercise periods set forth
in the Award Agreement, exercise of an Option will always be subject to the
following:

                  (i) If the Continuing Mindspeed Participant is Terminated for
         any reason except death, Disability or for Cause, then the Continuing
         Mindspeed Participant may exercise such Continuing Mindspeed
         Participant's Options only to the extent that such Options are
         exercisable upon the Termination Date no later

                                       3

<PAGE>

         than three months after the Termination Date (or such shorter time
         period, not less than 30 days, as may be specified in the Award
         Agreement) or such longer time period not exceeding five years after
         the Termination Date as may be determined by the Committee, but in any
         event, no later than the expiration date of the Options.

                  (ii) If the Continuing Mindspeed Participant is Terminated
         because of the Continuing Mindspeed Participant's death or Disability
         (or the Continuing Mindspeed Participant dies within three months after
         a Termination other than because of the Continuing Mindspeed
         Participant's Disability or for Cause), then the Continuing Mindspeed
         Participant's Options may be exercised only to the extent that such
         Options are exercisable by the Continuing Mindspeed Participant on the
         Termination Date and must be exercised by the Continuing Mindspeed
         Participant (or the Continuing Mindspeed Participant's legal
         representative or authorized assignee) no later than twelve months
         after the Termination Date (or such shorter time period, not less than
         six months, or longer time period not exceeding five years after the
         Termination Date, as may be determined by the Committee and specified
         in the Award Agreement), but in any event no later than the expiration
         date of the Options.

                  (iii) If the Continuing Mindspeed Participant is terminated
         for Cause, then the Continuing Mindspeed Participant's Options shall
         expire on such Continuing Mindspeed Participant's Termination Date, or
         at such later time and on such conditions as are determined by the
         Committee.

                  (iv) Options held by a Former Conexant Participant may be
         exercised only until the date the corresponding Conexant Option from
         which the Option is derived may be exercised.

                  c. Modification, Extension or Renewal. The Committee may
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of a Participant, impair any of such Participant's rights
under any Option previously granted. The Committee may reduce the Exercise Price
of outstanding Options without the consent of the Participants affected by a
written notice to them.

                  4. Corporate Transactions.

                  a. Assumption or Replacement of Options. In the event of:

                  (i) a dissolution or liquidation of the Corporation;

                                       4

<PAGE>

                  (ii) a merger or consolidation in which the Corporation is not
         the surviving corporation (other than a merger or consolidation with a
         wholly-owned subsidiary, a reincorporation of the Corporation in a
         different jurisdiction, or other transaction in which there is no
         substantial change in the shareholders of the Corporation or their
         relative stock holdings and the Options granted under this Sub-Plan C
         are assumed, converted or replaced by the successor corporation, which
         assumption, conversion or replacement will be binding on all
         Participants);

                  (iii) a merger in which the Corporation is the surviving
         corporation but after which the shareholders of the Corporation
         immediately prior to such merger (other than any shareholder which
         merges with the Corporation in such merger, or which owns or controls
         another corporation which merges with the Corporation in such merger)
         cease to own at least 90% of their shares or other equity interests in
         the Corporation;

                  (iv) the sale of all or substantially all of the assets of the
         Corporation; or

                  (v) the sale by the shareholders of the Corporation of at
         least 90% of the outstanding shares of capital stock of the Corporation
         in one transaction or series of related transactions;

then, any or all outstanding Options may be assumed, converted or replaced by
the successor corporation (if any), which assumption, conversion or replacement
will be binding on all Participants. In the alternative, the successor
corporation may substitute equivalent Options or provide substantially similar
consideration to such Participants as was provided to shareholders (after taking
into account the existing provisions of the Awards). The successor corporation
may also issue, in place of outstanding Shares of the Corporation held by such
Participant, substantially similar shares or other property subject to
repurchase restrictions and other provisions no less favorable to the
Participant than those which applied to such outstanding Shares immediately
prior to such transaction described in this Section 4. In the event such
successor corporation (if any) refuses to assume or substitute Options, as
provided above, pursuant to a transaction described in this Section 4, then
notwithstanding any other provision in this Sub-Plan C to the contrary, the
vesting of such Options will accelerate and the Options will vest and become
exercisable as to one (1) year in addition to the amount of vesting that would
have been applicable in the absence of such accelerated vesting, which vesting
shall accelerate prior to the consummation of such transaction at such times and
on such conditions as the Committee determines, and if such Options are not
exercised in full prior to the consummation of such transaction, they will
expire as to the unexercised portion on the occurrence of such transaction at
such time and on such conditions as the Committee will determine.

                                       5

<PAGE>

                  b. Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 4, in the
event of the occurrence of any transaction described in Section 4(a), any
outstanding Awards will be treated as provided in the applicable agreement
entered into by the Corporation in connection therewith or the plan of merger,
consolidation, dissolution or liquidation relating thereto.

                  5. Term of Plan. Unless earlier terminated as provided herein,
this Sub-Plan C will terminate (i) with regard to Options derived from Conexant
Options granted under the Hotrail, Inc. 1997 Equity Incentive Plan, on July 10,
2007 and (ii) with regard to Options derived from Conexant Options granted under
the Hotrail, Inc. 2000 Equity Plan, on April 19, 2010; provided that this
Sub-Plan may terminate earlier upon the approval of the Board of Directors.

                                       6

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN D
              (HYPERXS COMMUNICATIONS, INC. 2000 STOCK OPTION PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the HyperXS Communications, Inc. 2000 Stock Option Plan. The terms
and conditions of the Plan, as amended from time to time, shall, together with
the terms and conditions set out in this Sub-Plan D, govern the Options derived
from such Conexant Options, and unless the context dictates otherwise, all
references herein to this Sub-Plan D shall include the terms and conditions of
the Plan. In the event of any conflict between the terms and conditions of the
Plan and the terms and conditions of this Sub-Plan D, the terms and conditions
of this Sub-Plan D shall control in a manner consistent with Section 1 of the
Plan.

                  2. Definitions. For purposes of this Sub-Plan D, the following
terms shall have the meanings set forth below:

                  a. Closing Date. February 26, 2001.

                  b. Consultant. Any independent contractor retained to perform
         services for Conexant or any of its Subsidiaries.

                  c. Continuous Employment. The absence of any interruption or
         termination of service as an Employee, Director or Consultant by
         Conexant or any Subsidiary of Conexant (including, prior to its
         acquisition by Conexant, HyperXS Communications, Inc.). Continuous
         Employment shall not be considered interrupted during any period of (i)
         any leave of absence approved by Conexant or (ii) transfers between
         locations of Conexant or between Conexant or any Subsidiary of
         Conexant. A leave of absence approved by Conexant shall include sick
         leave, military leave or any other personal leave approved by an
         authorized representative of Conexant.

                  d. Employee. Any person, including officers (whether or not
         they are Directors), employed by Conexant or any of its Subsidiaries.

<PAGE>

                  e. Option Agreement. A written agreement between the
         Corporation and the Participant regarding the grant and exercise of
         Options to purchase Shares and the terms and conditions thereof as
         determined by the Committee pursuant to this Sub-Plan D, including to
         the extent a separate agreement is not executed by the Corporation, any
         such agreement governing the Conexant Option from which such Option is
         derived.

                  f. Optioned Shares. The Shares subject to an Option.

                  g. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the HyperXS
         Communications, Inc. 2000 Stock Option Plan and (i) who at any time
         prior to the close of business on the Distribution Date terminated his
         or her employment with Conexant or any of its Subsidiaries (a "Former
         Conexant Participant") or (ii) who then remained or became an employee
         of Conexant or any of its Subsidiaries (a "Continuing Conexant
         Participant"), but only for purposes of determining such person's
         rights with respect to his or her outstanding Options and only so long
         as such person shall remain an employee of Conexant or any of its
         Subsidiaries.

                  h. Subsidiary. A subsidiary corporation, whether now or
         hereafter existing, as defined in Section 424(f) of the Code.

                  i. Termination of Service. (a) In the case of an Employee, a
         cessation of the employee-employer relationship between an Employee and
         Conexant or a Subsidiary of Conexant for any reason, including, but not
         by way of limitation, a termination by resignation, discharge, death,
         disability, or the disaffiliation of a Subsidiary, but excluding any
         such termination where there is a simultaneous reemployment by Conexant
         or a Subsidiary of Conexant; and (b) in the case of a Consultant, a
         cessation of the service relationship between a Consultant and Conexant
         or a Subsidiary of Conexant for any reason, including, but not by way
         of limitation, a termination by resignation, discharge, death,
         disability, or the disaffiliation of a Subsidiary, but excluding any
         such termination where there is a simultaneous re-engagement of the
         Consultant by Conexant or a Subsidiary of Conexant.

                  3. Term. This Sub-Plan D shall continue in effect until May
31, 2010 unless sooner terminated under Section 8 of this Sub-Plan D.

                  4. Term of Option. Unless the Committee determines otherwise,
the term of each Option granted under this Sub-Plan D shall be ten (10) years
from the grant date of the Conexant Option from which the Option is derived. The
term of the Option is as set forth in the Option Agreement. No Option shall be
exercisable after the expiration of

                                        2

<PAGE>

ten (10) years from the grant date of the Conexant Option from which the Option
is derived.

                  5. Exercise of Option.

                  a. Vesting Period. Any Option granted hereunder shall be
exercisable at such times and under such conditions specified in the Option
Agreement evidencing the Option. Unless the Option Agreement specifically
provides otherwise, each Option shall vest and become exercisable with respect
to one-fourth (1/4) of the Optioned Shares on the first anniversary of the
commencement of a Participant's Continuous Employment and shall vest with an
additional one thirty-sixth (1/36) of the other Optioned Shares each month
thereafter. An Option may not be exercised for fractional shares.

                  b. Termination of Status as Employee or Consultant. Except as
provided in Section 5(c) or (d), if a Continuing Conexant Participant shall
cease to be an Employee or Consultant for any reason, he or she may, but only at
any time(s) within ninety (90) days (or such other period of time as is
determined by the Committee) after the date of such cessation, exercise his or
her Option to the extent that he or she was entitled to exercise it at the date
of such cessation, subject to the condition that no Option shall be exercised
after the expiration of the Option period.

                  c. Disability of Participant. If a Continuing Conexant
Participant shall cease to be an Employee or Consultant due to his or her being
disabled (as defined for purposes of Section 422 of the Code), he or she may,
but only at any time(s) within twelve (12) months (or such other period of time
as is determined by the Committee) after the date of such cessation, exercise
his or her Option to the extent that he or she was entitled to exercise it at
the date of such cessation, subject to the condition that no Option shall be
exercised after the expiration of the Option period.

                  d. Death of Participant. In the event of the death during the
Option period of a Continuing Conexant Participant who is, at the time of his or
her death, an Employee or Consultant, his or her Option may be exercised, but
only at any time(s) within twelve (12) months (or such other period of time as
is determined by the Committee) following the date of such death, by the
Continuing Conexant Participant's estate or by a person who acquired the right
to exercise the Option by bequest, inheritance or otherwise as a result of the
Continuing Conexant Participant's death, but only to the extent that the
Continuing Conexant Participant was entitled to exercise it at the time of his
or her death, subject to the condition that no Option shall be exercised after
the expiration of the Option period.

                                        3

<PAGE>

                  e. Former Conexant Participant. Options held by a Former
Conexant Participant may be exercised only until the date the corresponding
Conexant Option from which the Option is derived may be exercised.

                  6. Transfer of Options. The Committee may, in its discretion,
upon request of a Participant amend an Option to permit transfer by such
Participant to (i) the spouse, children or grandchildren of the Participant
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, (iii) a partnership in which such Immediate
Family Members are the only partners, or (iv) any other entity affiliated with
the Participant that may be approved by the Committee, provided that (x) there
may be no consideration for any such transfer, (y) the Option Agreement pursuant
to which such Options are granted, and any amendment thereto, must be approved
by the Committee, and must expressly provide, for transferability in a manner
consistent with this Section 6, and (z) subsequent transfers of transferred
Options shall be prohibited except those in accordance with this Section 6.
Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that the term Participant shall be deemed to refer to the transferee. The events
of termination of service of Section 5 hereof or in the Option Agreement shall
continue to be applied with respect to the original Participant, following which
the Options shall be exercisable by the transferee only to the extent, and for
the periods specified in the Option Agreement or Section 5, as applicable.
Except as specifically provided above, an Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during the
lifetime of the Participant, only by the Participant.

                  7. Adjustments Upon Changes in Capitalization.

                  a. In the event of any change in the outstanding Shares by
reason of a stock dividend or split, recapitalization, reclassification, merger
or consolidation (whether or not the Corporation is a surviving corporation),
reorganization, combination or exchange of shares or other similar corporate
changes or an extraordinary dividend in cash, securities or other property, the
Board of Directors shall make or take such amendments to this Sub-Plan D and
outstanding Options and Option Agreements and such adjustments and actions
hereunder and thereunder as it deems appropriate, in its sole discretion, under
the circumstances, and its determination in that respect shall be final and
binding. Such amendments, adjustments and actions may include, but are not
limited to, changes in the number of Shares (or other securities) then remaining
subject to this Sub-Plan D, and the maximum number of shares that may be
delivered to any single Participant pursuant to this Sub-Plan D, including those
that are covered by outstanding Options, so that upon such adjustment, the
number of Shares shall: (i) in the event of an increase in the number of
outstanding shares, be proportionately increased and the price for each share
covered by an

                                        4

<PAGE>

outstanding Option shall be proportionately reduced; and (ii) in the event of a
reduction in the number of outstanding shares, be proportionately reduced and
the price for each share covered by an outstanding Option shall be
proportionately increased. No fractional interests will be issued under this
Sub-Plan D resulting from any adjustments.

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

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

                  8. Amendment and Termination of the Plan. The Board of
Directors, upon the recommendation of the Committee, may amend or terminate this
Sub-Plan D from time to time in such respects as the Board of Directors and the
Committee may deem advisable; provided, however, that any such amendment shall
comply with all applicable laws and stock exchange listing requirements. Any
such amendment or termination of this Sub-Plan D shall not affect Options
already granted, and such Options shall remain in full force and effect as if
this Sub-Plan D had not been amended or terminated.

                  9. Conditions Upon Issuance of Shares. Shares shall not be
issued with respect to an Option granted under this Sub-Plan D unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Corporation with respect to such compliance. As a condition to
the exercise of an Option, the Corporation may require the person exercising
such Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the
Corporation, such a representation is required by any of the aforementioned
relevant provisions of law.

                                        5

<PAGE>

                  10. Reservation of Shares. During the term of this Sub-Plan D,
the Corporation will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of this Sub-Plan D.
The inability of the Corporation to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Corporation's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Corporation of any liability in respect of the nonissuance or sale
of such Shares as to which such requisite authority shall not have been
obtained.

                                        6

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN E
                  (ISTARI DESIGN, INC. 1997 STOCK OPTION PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Istari Design, Inc. 1997 Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions of this Sub-Plan E, govern the Options derived from such
Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan E shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan E, the terms and conditions of this
Sub-Plan E shall control in a manner consistent with Section 1 of the Plan.

                  2. Definitions. For the purpose of this Sub-Plan E, the
following terms shall have the meanings set forth below:

                  a. Affiliate. Any parent corporation or subsidiary
         corporation, whether now or hereafter existing, as those terms are
         defined in Sections 424(e)and (f) respectively, of the Code.

                  b. Continuous Status As An Employee, Director Or Consultant.
         Service of an individual to Conexant or any subsidiary of Conexant
         (including, prior to its acquisition by Conexant, Istari Design, Inc.),
         whether as an Employee, Director or Consultant, that is not interrupted
         or terminated. Conexant may determine, in that party's sole discretion,
         whether Continuous Status as an Employee, Director or Consultant shall
         be considered interrupted in the case of: (i) any leave of absence
         approved by Conexant, including sick leave, military leave, or any
         other personal leave; or (ii) transfers between Conexant or any
         subsidiary or Affiliate of Conexant or their respective successors.

                  c. Option Agreement. A written agreement between the
         Corporation and a Participant evidencing the terms and conditions of an
         individual Option grant, including, to the extent a separate agreement
         is not executed by the Corporation, any such agreement governing the
         Conexant Option from which such Option is derived.

<PAGE>

                  d. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the Istari Design,
         Inc. 1997 Stock Option Plan and (i) who at any time prior to the close
         of business on the Distribution Date terminated his or her employment
         with Conexant or any of its subsidiaries (a "Former Conexant
         Participant") or (ii) who then remained or became an employee of
         Conexant or any of its subsidiaries (a "Continuing Conexant
         Participant"), but only for purposes of determining such person's
         rights with respect to his or her outstanding Options and only so long
         as such person shall remain an employee of Conexant or any of its
         subsidiaries.

                  3. Option Provisions. No Option shall be exercisable after the
expiration of ten (10) years from the date the Conexant Option from which it was
derived was granted.

                  4. Transferability. The Participant to whom the Option is
granted may, by delivering written notice to the Corporation, in a form
satisfactory to the Corporation, designate a third party who, in the event of
the death of the Participant, shall thereafter be entitled to exercise the
Option.

                  5. Vesting. The total number of Shares subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the Shares allotted to that period, and may be
exercised with respect to some or all of the Shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised as the Board of Directors may deem
appropriate. The vesting provisions of individual Options may vary but in each
case will provide for vesting of at least twenty percent (20%) per year of the
total number of Shares subject to the Option.

                  6. Securities Law Compliance. The Corporation may require any
Participant, or any person to whom an Option is transferred under Section 5 of
this Sub-Plan E, as a condition of exercising any such Option, to provide such
representations, written assurances or information which the Corporation shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such
Participant or permitting the Participant to exercise such Option. The
Corporation may, upon advice of counsel to the Corporation, place legends on
stock certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Shares.

                                        2

<PAGE>

                  7. Termination of a Participant. In the event the Continuing
Conexant Participant's employment with Conexant or any of its subsidiaries
terminates (other than upon the Continuing Conexant Participant's death or
disability), the Continuing Conexant Participant may exercise his or her Option
(to the extent that the Continuing Conexant Participant was entitled to exercise
it as of the date of termination) but only within such period of time ending on
the earlier of (i) the date three (3) months following the termination of the
Continuing Conexant Participant's employment, or such longer or shorter period
(which shall not be less than thirty (30) days, unless such termination is for
cause) specified in the Option Agreement, or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, at the date of termination,
the Continuing Conexant Participant is not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to the status of authorized but unissued Shares. If, after
termination, the Continuing Conexant Participant does not exercise his or her
Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to the status of
authorized but unissued Shares.

                  8. Disability of Participant. In the event the Continuing
Conexant Participant's employment with Conexant or any of its subsidiaries
terminates as a result of the Continuing Conexant Participant's disability, the
Continuing Conexant Participant may exercise his or her Option (to the extent
that the Continuing Conexant Participant was entitled to exercise it as of the
date of termination), but only within such period of time ending on the earlier
of (i) the date twelve (12) months following such termination (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the Option Agreement), or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, at the date of termination, the
Continuing Conexant Participant is not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the Option shall
revert to the status of authorized but unissued Shares. If, after termination,
the Continuing Conexant Participant does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to the status of authorized but unissued Shares.

                  9. Death of Participant. In the event of the Continuing
Conexant Participant's death during, or within a period specified in the Option
Agreement after termination of, the Continuing Conexant Participant's employment
with Conexant or any of its subsidiaries, the Option may be exercised (to the
extent the Continuing Conexant Participant was entitled to exercise the Option
as of the date of death) by the Continuing Conexant Participant's estate, by a
person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the option upon the Continuing Conexant
Participant's death pursuant to Section 5, but only within the period ending on
the earlier of (i) the date eighteen (18) months following the date of death (or
such longer or shorter period, which in no event shall be less than six (6)
months,

                                        3

<PAGE>

specified in the Option Agreement), or (ii) the expiration of the term of such
Option as set forth in the Option Agreement. If, at the time of death, the
Continuing Conexant Participant was not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the Option shall
revert to the status of authorized but unissued Shares. If, after death, the
Option is not exercised within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to the status of
authorized but unissued Shares.

                  10. Former Conexant Participant. Options held by a Former
Conexant Participant may be exercised only until the date the corresponding
Conexant Option from which the Option is derived may be exercised.

                  11. Miscellaneous. The Board of Directors shall have the power
to accelerate the time at which an Option may first be exercised or the time
during which an Option or any part thereof will vest pursuant to this Sub-Plan
E, notwithstanding the provisions in the Option Agreement stating the time at
which it may first be exercised or the time during which it will vest.

                  12. Change of Control.

                  a.  In the event of: (1) a dissolution, liquidation, or sale
         of all or substantially all of the assets of the Corporation; (2) a
         merger or consolidation in which the Corporation is not the surviving
         corporation; or (3) a reverse merger in which the Corporation is the
         surviving corporation but the shares of the Corporation's common stock
         outstanding immediately preceding the merger are converted by virtue of
         the merger into other property, whether in the form of securities, cash
         or otherwise, then: (i) any surviving or acquiring corporation shall
         assume Options outstanding under this Sub-Plan E or shall substitute
         similar options (including an option to acquire the same consideration
         paid to shareholders in the transaction described in this Section 12
         for those outstanding under this Sub-Plan E), or (ii) in the event any
         surviving or acquiring corporation refuses to assume such Options or to
         substitute similar options for those outstanding under this Sub-Plan E,
         (A) with respect to Options held by Participants, the vesting of such
         Options and the time during which such Options may be exercised shall
         be accelerated prior to such event and the Options terminated if not
         exercised after such acceleration and at or prior to such event, and
         (B) with respect to any other Options outstanding under this Sub-Plan
         E, such Options shall be terminated if not exercised prior to such
         event, provided that in no event shall the Distribution constitute a
         Change of Control, it being understood that the foregoing definition
         shall take effect immediately after the completion of the Distribution.

                                        4

<PAGE>

                  13. Amendment of this Sub-Plan E and Options.

                  a.  The Board of Directors at any time, and from time to time,
         may amend this Sub-Plan E. However, except as it may relate to
         adjustments upon changes in stock, no amendment shall be effective
         unless approved by the shareholders of the Corporation to the extent
         such modification requires shareholder approval in order for this
         Sub-Plan E to satisfy the requirements of Section 422 of the Code, Rule
         16b-3, or applicable requirements for listing with the American Stock
         Exchange or other stock exchange.

                  b.  The Corporation may in its sole discretion submit any
         other amendment to this Sub-Plan E for shareholder approval, including,
         but not limited to, amendments to this Sub-Plan E intended to satisfy
         the requirements of Section 162(m) of the Code and the regulations
         promulgated thereunder regarding the exclusion of performance-based
         compensation from the limit on corporate deductibility of compensation
         paid to certain executive officers.

                  c.  Rights and obligations under any Option granted before
         amendment of this Sub-Plan E shall not be impaired by any amendment of
         this Sub-Plan E unless (i) the Corporation requests the consent of the
         person to whom the Option was granted and (ii) such person consents in
         writing.

                  d.  The Board of Directors at any time, and from time to time,
         may amend the terms of any one or more Options; provided, however, that
         the rights and obligations under any Option shall not be impaired by
         any such amendment unless (i) the Corporation requests the consent of
         the person to whom the Option was granted and (ii) such person consents
         in writing.

                  14. Termination or Suspension of this Sub-Plan E.

                  a.  The Board of Directors may suspend or terminate this
         Sub-Plan E at any time. Unless sooner terminated, this Sub-Plan E shall
         terminate on April 1, 2007.

                  b.  Rights and obligations under any Option granted while this
         Sub-Plan E is in effect shall not be impaired by suspension or
         termination of this Sub-Plan E, except with the written consent of the
         person to whom the Option was granted.

                                        5

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 Stock Option Plan

                                   SUB-PLAN F
             (MAKER COMMUNICATIONS, INC. 1996 STOCK OPTION PLAN; AND
              MAKER COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN)

         1. General. The additional terms and conditions detailed below are to
be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Maker Communications, Inc. 1996 Stock Option Plan or the Maker
Communications, Inc. 1999 Stock Incentive Plan. The terms and conditions of the
Plan, as amended from time to time, shall, together with the terms and
conditions set out in this Sub-Plan F, govern the Options derived from such
Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan F shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan F, the terms and conditions of this
Sub-Plan F shall control in a manner consistent with Section 1 of the Plan.

         2. Definitions. For purposes of this Sub-Plan F, the following terms
shall have the meanings set forth below:

            a. Change in Control. A change in control as defined in Section 7(a)
of this Sub-Plan F.

            b. Participant. Any person who as of the close of business on the
Distribution Date held Conexant Options under the Maker Communications, Inc.
1996 Stock Option Plan or the Maker Communications, Inc. 1999 Stock Incentive
Plan and (i) who at any time prior to the close of business on the Distribution
Date terminated his or her employment with Conexant or any of its subsidiaries
(a "Former Conexant Participant") or (ii) who then remained or became an
employee of the Corporation or any of its subsidiaries (a "Continuing Mindspeed
Participant"), but only for purposes of determining such person's rights with
respect to his or her outstanding Options and only so long as such person shall
remain an employee of the Corporation or any of its subsidiaries.

         3. Shares Subject to this Sub-Plan F. The Shares issuable under this
Sub-Plan F shall be subject to such restrictions on transfer, repurchase rights
or other

<PAGE>

restrictions as shall be set forth in the award agreements for the Conexant
Option from which the Option is derived.

         4. Exercise of Options. To the extent that an Option is not exercised
by a Participant when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall be exercisable, on a cumulative basis, until
the expiration of the exercise period.

         5. Term of Options; Exercisability.

            a. Term.

                  (i)   Except as otherwise provided in this Section 5, an
            Option granted to any Continuing Mindspeed Participant who ceases to
            be an employee of the Corporation or any of its subsidiaries shall
            terminate seven days after the date such Continuing Mindspeed
            Participant ceases to be an employee of the Corporation or one of
            its subsidiaries, or on the date on which the Option expires by its
            terms, whichever occurs first.

                  (ii)  If such termination of employment is because of
            dismissal for cause or because the employee is in breach of any
            employment agreement, such Option will terminate immediately on the
            date the Continuing Mindspeed Participant ceases to be an employee
            of the Corporation or any of its subsidiaries.

                  (iii) If such termination of employment is because the
            Continuing Mindspeed Participant has become permanently disabled
            (within the meaning of Section 22(e)(3) of the Code), such option
            shall terminate on the last day of the twelfth month from the date
            such Continuing Mindspeed Participant ceases to be an employee of
            the Corporation or any of its subsidiaries, or on the date on which
            the Option expires by its terms, whichever occurs first.

                  (iv)  In the event of the death of any Continuing Mindspeed
            Participant, any Option granted to such Continuing Mindspeed
            Participant shall terminate on the last day of the twelfth month
            from the date of death, or on the date on which the Option expires
            by its terms, whichever occurs first.

                  (v)   Notwithstanding subparagraphs (i), (ii), (iii) and (iv)
            above, the Committee shall have the authority to extend the
            expiration date of any outstanding Option in circumstances in which
            it deems such action to be

                                        2

<PAGE>

            appropriate, provided that no such extension shall extend the term
            of an Option beyond the date on which the Option would have expired
            if no termination of the Participant's employment had occurred.

                  (vi)  Options held by a Former Conexant Participant may be
            exercised only until the date the corresponding Conexant Option from
            which the Option is derived may be exercised.

            b. Exercisability.

                  (i)   An Option granted to a Continuing Mindspeed Participant
            who ceases to be an employee of the Corporation or any of its
            subsidiaries for any reason shall be exercisable only to the extent
            that the right to purchase Shares under such Option has accrued and
            is vested and is in effect on the date such Participant ceases to be
            an employee of the Corporation or any of its subsidiaries.

                  (ii)  In the event of the death of any Participant, the Option
            granted to such Participant may be exercised by the estate of such
            Participant, or by any person or persons who acquired the right to
            exercise such Option by bequest or inheritance or by reason of the
            death of such Participant.

         6. Transferability. The right of any Participant to exercise any Option
granted to him or her shall not be assignable or transferable by such
Participant otherwise than by will or the laws of descent and distribution. Any
Option granted under this Sub-Plan F shall be null and void and without effect
upon the bankruptcy of the Participant to whom the Option is granted, or upon
any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, divorce, trustee
process or similar process, whether legal or equitable, upon such Option.

         7. Change of Control.

            a. In the event that the outstanding Shares are changed into or
exchanged for a different number or kind of shares or other securities of the
Corporation or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares, or dividends payable in capital stock, appropriate adjustment shall
be made in the number and kind of shares as to which Options may be granted
under the Plan and this Sub-Plan F and as to which outstanding Options or
portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the Participant shall be maintained as before the

                                        3

<PAGE>

occurrence of such event; such adjustment in outstanding Options shall be made
without change in the total price applicable to the unexercised portion of such
Options and with a corresponding adjustment in the Option price per share.

            b. In addition, unless otherwise determined by the Committee in its
sole discretion, in the case of any (i) sale or conveyance to another entity of
all or substantially all of the property and assets of the Corporation or (ii)
Change in Control (as hereinafter defined) of the Corporation, the purchaser(s)
of the Corporation's assets or stock may, in his, her or its discretion, deliver
to the Participant the same kind of consideration that is delivered to the
shareholders of the Corporation as a result of such sale, conveyance or Change
in Control, or the Committee may cancel all outstanding Options in exchange for
consideration in cash or in kind, which consideration in both cases shall be
equal in value to the value of those Shares or other securities the Participant
would have received had the Option been exercised (to the extent then
exercisable) and no disposition of Shares acquired upon such exercise been made
prior to such sale, conveyance or Change in Control, less the Option price
therefor. Upon receipt of such consideration by the Participant, his or her
Option shall immediately terminate and be of no further force and effect. The
value of the Shares or other securities the Participant would have received if
the Option had been exercised shall be determined in good faith by the
Committee, and in the case of Shares, in accordance with the provisions of this
Sub-Plan F. The Committee shall also have the power and right to accelerate the
exercisability of any Options, notwithstanding any limitations in this Sub-Plan
F or in the applicable award agreement for such Options upon such a sale,
conveyance or Change in Control, and in any event the exercisability of Options
due to vest during the following twelve (12) month period shall automatically be
accelerated. To the extent permitted by law, upon such a sale, conveyance or a
Change of Control the Committee may, in its sole discretion, amend any
applicable award agreement in such manner as it deems appropriate, including
without limitation, by amendments that advance the dates upon which any or all
outstanding Options shall become free of restrictions or shall become issued or
payable, or that advance the dates upon which any or all outstanding awards
shall terminate.

         A "Change in Control" shall be deemed to have occurred if any person,
or any two or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than fifty percent (50%) (or
twenty percent (20%) with respect to Options derived from Conexant Options
issued under the Maker Communications, Inc. 1996 Stock Option Plan) of the
outstanding Shares, shall acquire such additional Shares in one or more
transactions, or series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own fifty percent
(50%) or more of the Shares outstanding; provided that in no event shall the
Distribution constitute a Change of Control, it being understood that

                                        4

<PAGE>

the foregoing definition shall take effect immediately after completion of the
Distribution.

            c. Upon dissolution or liquidation of the Corporation, all Options
granted under this Sub-Plan F shall terminate, but each Continuing Mindspeed
Participant (if at such time in the employ of or otherwise associated with the
Corporation or any of its subsidiaries) shall have the right, immediately prior
to such dissolution or liquidation, to exercise his or her Option to the extent
then exercisable. The Committee shall have the right to accelerate the vesting
of any award or take such other action with respect thereto as the Committee
shall in its sole discretion determine in the event of any contemplated
dissolution or liquidation of the Corporation.

            d. No fraction of a share shall be purchasable or deliverable upon
the exercise of any Option, but in the event any adjustment hereunder of the
number of shares covered by the Option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.

         8. Modification of Outstanding Options. The Committee may authorize the
amendment of any outstanding Option with the consent of the Participant when and
subject to such conditions as are deemed to be in the best interests of the
Corporation and in accordance with the purposes of this Sub-Plan F.

         9. Termination and Amendment. Unless sooner terminated as herein
provided, this Sub-Plan F shall terminate on the date that is ten years from the
date the Maker Communications, Inc. 1999 Stock Incentive Plan was adopted by the
Maker Board of Directors. The Board of Directors may at any time terminate this
Sub-Plan F or make such modification or amendment thereof as it deems advisable.
The Committee may terminate, amend or modify any outstanding Option without the
consent of the Option holder; provided, however, that, except as otherwise
provided in this Sub-Plan F, without the consent of the Participant, the
Committee shall not change the number of shares subject to an Option, nor the
exercise price thereof, nor extend the term of such Option, or make any other
change in this Sub-Plan F which requires shareholder approval under applicable
law or regulations.

         10. Reservation of Shares. The Corporation shall at all times during
the term of this Sub-Plan F reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of this Sub-Plan F and shall pay
all fees and expenses necessarily incurred by the Corporation in connection
therewith.

                                        5

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN G
              (MICROCOSM COMMUNICATIONS LIMITED STOCK OPTION PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Microcosm Communications Limited Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions set out in this Sub-Plan G, govern the Options derived from
such Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan G shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan G, the terms and conditions of this
Sub-Plan G shall control in a manner consistent with Section 1 of the Plan.

                  2. Definitions. For purposes of the Plan, the following terms
shall have the meanings set forth below:

                  a. Microcosm. Microcosm Communications Limited, a corporation
         incorporated under the laws of England and Wales.

                  b. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the Microcosm
         Communications Limited Stock Option Plan.

                  3. Amendment and Termination. Except as it relates to certain
permitted adjustments set forth in Section 4 of this Sub-Plan G, the Options
subject thereto may not be amended, suspended or terminated (a) without the
consent in writing of the holders of outstanding Options representing at least
75% of the Shares underlying such Options and (b) without the approval of the
shareholders of the Corporation, the exercise price of any Option may not be
reduced; provided, however, that no such amendment, suspension or termination
shall impair the rights of any holder of Options without such holder's consent.

                  4. Adjustments. 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

<PAGE>

(other than a cash dividend), there shall be made or taken such amendments to
this Sub-Plan G and such adjustments and actions thereunder as the Board of
Directors may deem appropriate under the circumstances, provided that such
adjustments and actions do not materially adversely affect the Participants or
any holder of Options granted hereunder, and provided further that in the event
of a recapitalization, reorganization or reclassification of the Corporation,
the Options shall be exercisable for such consideration as that for which the
Shares are exchanged. Such amendments, adjustments and actions may include,
without limitation, changes in the number of Shares which may be issued or
transferred pursuant to this Sub-Plan G, the number of Shares subject to
outstanding Options and the related exercise price per share or a requirement
that holders of Options exercise such Options and become holders of Shares upon
the occurrence of certain events. Without limiting the generality of the
foregoing, (i) if any such change in or affecting Shares shall result in an
increase in the number of outstanding Shares, the number of Shares remaining
subject to this Sub-Plan G shall be proportionately increased and the price for
each Share covered by an outstanding Option shall be proportionately reduced,
and (ii) if any such change in or affecting Shares shall result in a decrease in
the number of outstanding Shares, the number of Shares remaining subject to this
Sub-Plan G shall be proportionately decreased and the price for each Share
covered by an outstanding Option shall be proportionately increased.

                  5. Terms of Options. Each Option granted under this Sub-Plan G
will be exercisable for a period of two years from the date of grant of the
Conexant Option from which it is derived.

                                        2

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN H
                   (NETPLANE SYSTEMS, INC. STOCK OPTION PLAN)

         1. General. The additional terms and conditions detailed below are to
be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the NetPlane Systems, Inc. Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions set out in this Sub-Plan H, govern the Options derived from
such Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan H shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan H, the terms and conditions of this
Sub-Plan H shall control in a manner consistent with Section 1 of the Plan.

         2. Definitions. For purposes of this Sub-Plan H, the following terms
shall have the meanings set forth below:

         a. Disability. "Permanent and total disability" as defined in Section
     22(e)(3) of the Code.

         b. NetPlane. NetPlane Systems, Inc., a Massachusetts corporation, or
     its successor.

         c. Participant. Any person who as of the close of business on the
     Distribution Date held Conexant Options under the NetPlane Systems, Inc.
     Stock Option Plan and (i) who at any time prior to the close of business on
     the Distribution Date terminated his or her employment with Conexant or any
     of its subsidiaries (a "Former Conexant Participant"), (ii) who then
     remained or became an employee of Conexant or any of its subsidiaries (a
     "Continuing Conexant Participant"), but only for purposes of determining
     such person's rights with respect to his or her outstanding Options and
     only so long as such person shall remain an employee of Conexant or any of
     its subsidiaries, or (iii) who then remained or became an employee the
     Corporation or any of its subsidiaries (a "Continuing Mindspeed
     Participant"), but only for purposes of determining such person's rights
     with respect to his or her outstanding Options and only so long as such
     person shall remain an employee of the Corporation or any of its
     subsidiaries.

<PAGE>

         3. Stock Options.

         a. Effect of Expiration, Termination or Surrender. If an Option under
this Sub-Plan H shall expire or terminate unexercised as to any Shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested Shares issued pursuant to
Options under this Sub-Plan H, such Shares shall thereafter be returned to the
status of authorized but unissued Shares.

         b. Term of Options. The full term of each Option granted hereunder
shall be for such period as has been determined by the Board of Directors. Each
Option shall be subject to earlier termination as provided in Sections 5, 6 and
7 of this Sub-Plan H.

         4. Exercise of Option. Each Option granted under this Sub-Plan H shall
be exercisable on such date or dates and during such period and for such number
of shares as shall be determined pursuant to the provisions of the instrument
evidencing such Option. The Board of Directors shall have the right to
accelerate the date of exercise of any Option.

         5. Cessation of Employment.

         a. Unless otherwise determined by the Board of Directors, no Option
granted to a Continuing Conexant Participant or a Continuing Mindspeed
Participant shall be affected by any change of duties or position of such
Participant (including, with respect to a Continuing Conexant Participant,
transfer to or from Conexant and any of its subsidiaries, or with respect to a
Continuing Mindspeed Participant, to or from the Corporation or any of its
subsidiaries). A Continuing Conexant Participant's and a Continuing Mindspeed
Participant's employment shall be considered as continuing and uninterrupted
during any bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service), provided that the period of such
leave does not exceed ninety (90) days or, if longer, any period during which
such Participant's right to reemployment is guaranteed by statute. A bona fide
leave of absence with the written approval of, with respect to a Continuing
Conexant Participant, the Board of Directors of Conexant or any of its
subsidiaries, or with respect to a Continuing Mindspeed Participant, the Board
of Directors of the Corporation or any of its subsidiaries, shall not be
considered an interruption of employment under this Sub-Plan H, provided that
such written approval contractually obligates, with respect to a Continuing
Conexant Participant, Conexant or any of its subsidiaries, or with respect to a
Continuing Mindspeed Participant, the Corporation or any of its subsidiaries, to
continue the employment of such Participant after the approved period of
absence.

         b. If a Continuing Conexant Participant's employment with Conexant or
any of its subsidiaries, or a Continuing Mindspeed Participant's employment with
the

                                        2

<PAGE>

Corporation or any of its subsidiaries, ceases for any reason other than death
or disability, then any remaining Options which are vested shall terminate upon
the earlier of (i) the expiration of the original term of the Options; or (ii)
the expiration of thirty (30) days from the date in which the Continuing
Conexant Participant's term of employment with Conexant or any of its
subsidiaries, or the Continuing Mindspeed Participant's term of employment with
the Corporation or any of its subsidiaries, is terminated.

         6. Death and Disability of Participant.

         a. If the employment by Conexant or any of its subsidiaries of a
Continuing Conexant Participant, or the employment by the Corporation or any of
its subsidiaries of a Continuing Mindspeed Participant, who holds outstanding
Options terminates by reason of Disability of the Continuing Conexant
Participant or the Continuing Mindspeed Participant, as the case may be, then
any remaining Options of such Participant which are vested shall terminate upon
the earlier of (i) the expiration of the original term of the Option or (ii) one
(1) year from the date on which the Continuing Conexant Participant's term of
employment with Conexant or any of its subsidiaries, or the Continuing Mindspeed
Participant's term of employment with the Corporation or any of its
subsidiaries, is terminated.

         b. If the employment by Conexant or any of its subsidiaries of a
Continuing Conexant Participant, or by the Corporation or any of its
subsidiaries of a Continuing Mindspeed Participant, who has the legal right to
exercise any Options under this Sub-Plan H terminates by reason of death of the
Participant, then such persons who shall have acquired (by will or by the laws
of descent or distribution) the right to exercise any Options theretofore
granted, may, unless otherwise provided by the Board of Directors in any
instrument evidencing any Option, exercise such Options at any time prior to one
hundred eighty (180) days from the date of death; provided, that such Options
shall expire in all events no later than the last day of the original term of
such Options; provided, further, that any such exercise shall be limited to the
Options that became vested as of the date when the Continuing Conexant
Participant's or Continuing Mindspeed Participant's employment terminated by
reason of death, unless the Board of Directors provides in the instrument
evidencing such Options that, in the discretion of the Board of Directors,
additional shares covered by such Options may become subject to purchase
immediately upon the death of the Participant.

         7. Former Conexant Participant. Options held by a Former Conexant
Participant may be exercised only until the date the corresponding Conexant
Option from which the Option is derived may be exercised.

                                        3

<PAGE>

         8. Amendment, Suspension or Termination.

         a. The Board of Directors may suspend this Sub-Plan H or any part
thereof at any time or may terminate this Sub-Plan H in its entirety. The
Committee, with the approval of the Board of Directors, may also amend this
Sub-Plan H from time to time.

         b. Options granted prior to suspension or termination of this Sub-Plan
H may not be canceled solely because of such suspension or termination, except
with the consent of the Participant.

         9. Changes in Capital Structure.

         a. In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as shall be determined by the Board of Directors.

         b. Except as expressly provided herein or in this Sub-Plan H, no
issuance by the Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to any outstanding Options. No adjustments shall be made for dividends
paid in cash or in property other than securities of the Corporation.

         10. Application of Funds. The proceeds received by the Corporation from
the sale of Shares pursuant to Options granted under this Sub-Plan H shall be
used for general corporate purposes.

         11. Governmental Regulation. The Corporation's obligation to sell and
deliver Shares under this Sub-Plan H is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such Shares.

                                        4

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN I
            (NOVANET SEMICONDUCTOR LTD. EMPLOYEE SHARES OPTION PLAN)

         1. General. The additional terms and conditions detailed below are to
be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Novanet Semiconductor Ltd. Employee Shares Option Plan. The terms
and conditions of the Plan, as amended from time to time, shall, together with
the terms and conditions set out in this Sub-Plan I, govern the Options derived
from such Conexant Options, and unless the context dictates otherwise, all
references herein to this Sub-Plan I shall include the terms and conditions of
the Plan. In the event of any conflict between the terms and conditions of the
Plan and the terms and conditions of this Sub-Plan I, the terms and conditions
of this Sub-Plan I shall control in a manner consistent with Section 1 of the
Plan.

         2. Definitions. For purposes of this Sub-Plan I, the following terms
shall have the meanings set forth below:

         a. Date of Grant. The date of grant of the Conexant Option from which
     the Option is derived.

         b. Date of Release. As defined in Section 9(b) of this Sub-Plan I.

         c. Exercise Notice. As defined in Section 7(a) of this Sub-Plan I.

         d. Exercise Period. The period during which the Vested Options may be
     exercised, as provided in Section 4 of this Sub-Plan I.

         e. Exercise Price. The price to be paid for the exercise of each
     Option.

         f. Exercised Shares. The Shares that are issued upon the exercise of
     the Options.

         g. Novanet. Novanet Semiconductor Ltd.

         h. Option Agreement. The Agreement signed between the Corporation and
     the Participant under which Option(s) have been granted, including, to the
     extent a separate agreement is not executed by the Corporation, any such
     agreement governing the Conexant Option from which such Option is derived.

<PAGE>

         i. Ordinance. The Israeli Tax Ordinance (New Version), 1961, and the
     rules and regulations promulgated thereunder as are in effect from time to
     time.

         j. Participant. Any person who as of the close of business on the
     Distribution Date held Conexant Options under the Novanet Semiconductor
     Ltd. Employee Shares Option Plan and (i) who at any time prior to the close
     of business on the Distribution Date terminated his or her employment with
     Conexant or any of its subsidiaries (a "Former Conexant Participant") or
     (ii) who then remained or became an employee of the Corporation or any of
     its subsidiaries (a "Continuing Mindspeed Participant"), but only for
     purposes of determining such person's rights with respect to his or her
     outstanding Options and only so long as such person shall remain an
     employee of the Corporation or any of its subsidiaries.

         k. Restricted Period. A period of at least two (2) years from the Date
     of Grant.

         l. Trustee. The trustee designated by the Corporation or any of its
     subsidiaries for the purposes of this Sub-Plan I and approved of by the
     Israeli Income Tax Commissioner, or any other trustee the Corporation or
     any of its subsidiaries may appoint, in its sole discretion, in place of
     the approved trustee, provided that such trustee shall be approved by the
     Israeli Income Tax Commissioner.

         m. Vested Option(s). That portion of the Options which the Participant
     is entitled to exercise in accordance with the provisions of Section 4 of
     this Sub-Plan I or the provisions of the Option Agreement executed with
     such Participant.

         3. Administration.

         a. No amendment or modification of this Sub-Plan I shall adversely
affect the right of a Participant under any Option granted under this Sub-Plan I
without the consent of the Participant.

         b. Unless otherwise determined by the Board of Directors, any amendment
or modification of this Sub-Plan I shall be deemed to have been included, ab
initio, in this Sub-Plan I and shall have full effect over the relationship
between the Corporation and the Participant.

                                        2

<PAGE>

         4. Vesting. Unless otherwise determined by the Board of Directors with
respect to any specific Participant, the right of a Participant to exercise the
Options, granted in such Participant's favor, during the Exercise Period, shall
be vested with such Participant as follows:

            (i)   If the Continuing Mindspeed Participant's employment with the
                  Corporation or any of its subsidiaries (including, prior to
                  the Distribution, Conexant or any of its subsidiaries or,
                  prior to its acquisition by Conexant, Novanet) was terminated
                  for any reason before the lapse of 1 (one) year from the Date
                  of the Grant, the Continuing Mindspeed Participant shall not
                  be entitled to exercise any Options whatsoever; or

            (ii)  If the Continuing Mindspeed Participant remained in the employ
                  of the Corporation or any of its subsidiaries (including,
                  prior to the Distribution, Conexant or any of its subsidiaries
                  or, prior to its acquisition by Conexant, Novanet) for a
                  period of not less than one (1) year from the Date of Grant,
                  the Continuing Mindspeed Participant shall be entitled to
                  exercise 33 1/3% of all the Options granted in such Continuing
                  Mindspeed Participant's favor; or

            (iii) If the Continuing Mindspeed Participant remained in the employ
                  of the Corporation or any of its subsidiaries (including,
                  prior to the Distribution, Conexant or any of its subsidiaries
                  or, prior to its acquisition by Conexant, Novanet) for a
                  period of not less than two (2) years from the Date of Grant,
                  the Continuing Mindspeed Participant shall be entitled to
                  exercise 66 2/3% of all the Options granted in such Continuing
                  Mindspeed Participant's favor; or

            (iv)  If the Continuing Mindspeed Participant remained in the employ
                  of the Corporation or any of its subsidiaries (including,
                  prior to the Distribution, Conexant or any of its subsidiaries
                  or, prior to its acquisition by Conexant, Novanet) for a
                  period of not less than three (3) years from the Date of
                  Grant, the Continuing Mindspeed Participant shall be entitled
                  to exercise 100% of all the Options granted in such Continuing
                  Mindspeed Participant's favor.

                                        3

<PAGE>

         5. Exercise Period. Subject to the provisions of Section 10 of this
Sub-Plan I, each Vested Option shall be exercisable for eight (8) years
following the Date of Grant of such Vested Option.

         6. Adjustment Provisions.

         a. The Board of Directors or the Committee shall in its discretion make
any further adjustments as it deems necessary to ensure equitable treatment of
any Participant as the result of any transaction affecting the securities
subject to this Sub-Plan I not described in this Sub-Plan I, or as is required
or authorized under the terms of any applicable Option Agreement.

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

         7. Exercise.

         a. Vested Options granted in accordance with Section 102 of the
Ordinance may be exercised at one time or from time to time during the Exercise
Period, but only by the Trustee, after the Trustee has received written
instructions from the Participant, accompanied by full payment of the Exercise
Price such Vested Options then being exercised, by personal check or cashier's
check, payable to the order of the Corporation (such written notices accompanied
by the full payment are hereinafter referred to as the "Exercise Notice"). With
respect to Vested Options that have been granted in accordance with Section 102
of the Ordinance for which a Participant has delivered the Exercise Notice, the
Trustee shall exercise such Vested Options by providing the Corporation at its
principal office, a written notice of the Trustee's intent to exercise such
Vested Options, accompanied by the Exercise Notice; provided, however, that in
the case of payment by personal check, the Vested Options shall not be
considered exercised, and no Exercised Shares shall be issued in respect thereof
until the personal check has been fully honored by the bank on which it was
drawn.

         b. Vested Options that are not intended to comply with Section 102 of
the Ordinance may be exercised by the Participant, who must deliver an Exercise
Notice to the Corporation at its principal office; provided, however, that in
the case of payment by personal check, the Vested Options shall not be
considered exercised, and no Exercised Shares shall be issued in respect thereof
until the personal check has been fully honored by the bank on which it was
drawn.

                                        4

<PAGE>

         c. The Exercised Shares issued upon exercise of Vested Options granted
in accordance with Section 102 of the Ordinance shall be issued in the name of
the Trustee who shall hold the same until their release as hereinafter provided
in Section 9. Upon the exercise of and full payment for the Option, Shares will
be issued to the person exercising the Option by book-entry statement
representing the number of Shares purchased, or otherwise, as determined by the
Corporation from time to time.

         8. Transferability. The Participant may transfer or sell the Exercised
Shares, or any part thereof, provided that the actual payment of all taxes
required to be paid upon such sale or transfer have been made to the tax
assessor, and the Trustee and the Corporation shall have received confirmation
from the tax assessor that all taxes required to be paid upon such sale or
transfer have been paid.

         9. Release.

         a. Upon the lapse of the Restricted Period, the Trustee may, pursuant
to the written request of the Participant, release and transfer the Exercised
Shares to the Participant, or to any third party to whom the Participant wishes
to sell the Exercised Shares, as indicated in the Participant's written notice;
provided, however, that the following conditions have been met prior to such
transfer: (i) payment to the tax assessor of all taxes required to be paid upon
the release and transfer of the Exercised Shares have been made and confirmation
of same has been received by the Trustee; and (ii) receipt by the Trustee of a
written confirmation issued by the Corporation at its discretion to the Trustee
stating that all requirements for said release and transfer have been fulfilled
according to this Sub-Plan I, the Option Agreement and all other applicable laws
(including those of Israel and the U.S.).

         b. The date on which the Exercised Shares shall be released and
transferred to the Participant shall hereinafter be referred to as the "Date of
Release".

         10. Termination.

         a. Notwithstanding anything to the contrary, any Option issued in favor
of any Participant but not exercised by such Participant within the Exercise
Period and in strict accordance with the terms of this Sub-Plan I and the Option
Agreement, shall, upon the lapse of the Exercise Period, immediately expire and
terminate, become null and void, and shall not entitle the Participant to any
right in, or toward the Corporation in connection with the same, and all
interests and rights of the Participant, in and to the same, shall expire.

         b. Notwithstanding anything to the contrary:

            (i)   if (A) the Continuing Mindspeed Participant dies while an
                  employee, consultant or director of the Corporation or any of
                  its subsidiaries, the Continuing Mindspeed Participant's
                  estate,

                                        5

<PAGE>

                  or any person who acquires the Options by bequest or
                  inheritance, may exercise all the Options not theretofore
                  exercised within (and only within) the period beginning on the
                  Continuing Mindspeed Participant's date of death (even if the
                  Continuing Mindspeed Participant dies before he or she has
                  become entitled to exercise all or any part of the Options)
                  and ending three (3) years thereafter;

            (ii)  if the Continuing Mindspeed Participant's employment by, or
                  consultancy or directorship with, the Corporation or any of
                  its subsidiaries terminates other than by death, then:

                  A. if the Continuing Mindspeed Participant's employment, by or
                     consultancy or directorship with, the Corporation or any of
                     its subsidiaries is terminated for cause (as defined in the
                     Continuing Mindspeed Participant's employment agreement,
                     and if not so defined, as resolved by the Board of
                     Directors in its sole discretion) the Options shall expire
                     forthwith upon the Continuing Mindspeed Participant's
                     termination and may not be exercised thereafter;

                  B. if the Continuing Mindspeed Participant's employment by, or
                     consultancy or directorship with, the Corporation or any of
                     its subsidiaries terminates for any reason (including
                     disability) not specified in Section 10(b)(i) or in clause
                     (A) of this Section 10(b)(ii), the Continuing Mindspeed
                     Participant (or if the Continuing Mindspeed Participant
                     dies after the Continuing Mindspeed Participant's
                     termination date, the Continuing Mindspeed Participant's
                     estate or any person who acquires the Options by bequest or
                     inheritance) may thereafter exercise the Options within
                     (and only within) the period ending nine months after the
                     Continuing Mindspeed Participant's termination date, but
                     only to the extent they were exercisable on the Continuing
                     Mindspeed Participant's termination date, it being
                     understood that neither (1) the Continuing Mindspeed
                     Participant's transfer from the Corporation to any of its
                     subsidiaries, whether or not incorporated, or vice versa,
                     or from one subsidiary to another, nor (2) a leave of
                     absence duly authorized in writing by the Corporation or
                     any of its subsidiaries, shall be deemed a termination of

                                        6

<PAGE>

                     employment, consultancy or directorship, as the case may
                     be;

            (iii) the beginning exercise date of any unexercisable Options will
                  be delayed for the length of time during which the Continuing
                  Mindspeed Participant is on an unpaid leave of absence duly
                  authorized in writing by the Corporation that exceeds six (6)
                  months;

            (iv)  Options held by Former Conexant Participants may be exercised
                  only until the date the corresponding Conexant Option from
                  which the Option is derived may be exercised; and

            (v)   the Board of Directors may, in its discretion, extend the
                  period during which Options may be exercised beyond the period
                  set forth in Sections 10(b)(i) and 10(b)(ii)(B) above, but in
                  no event shall the provisions of the foregoing Section
                  10(b)(i) extend to a date after eight (8) years after Grant
                  Date the period during which the Options may be exercised.

         c. Notwithstanding anything to the contrary herein, upon the issuance
of a court order declaring the bankruptcy of a Participant, or the appointment
of a receiver or a provisional receiver for a Participant, or over all of his
assets, or any material part thereof, or upon making a general assignment for
the benefit of his creditors, any Options issued in favor of such Participant
which are not Vested Options shall immediately expire and terminate, become null
and void and shall not entitle the Participant, his receiver, successors,
creditors or assignees, to any right in, or toward the Corporation in connection
with the same, and all interests and rights of the Participant, his receiver,
successors, creditors or assignees, in and to the same, shall expire.

         11. Rights as Shareholder.

         a. It is hereby clarified that a Participant shall not, by virtue of
this Sub-Plan I, the Option Agreement or any Option granted in favor of him
thereunder, have any of the rights of a shareholder of the Corporation with
respect to any Shares represented by the Options, until the Options have been
exercised.

         b. Furthermore, except for the right to receive dividends as provided
in Section 12(a) hereinafter, the Participant shall not have any rights by
virtue of the Exercised Shares until same shall have been transferred to the
Participant by registering same in the Participant's name, and only then, the
Participant shall have rights of a shareholder of the Corporation with respect
to such shares so registered.

                                        7

<PAGE>

         c. For so long as the Exercised Shares are held by the Trustee, the
Corporation shall consider only the Trustee as the owner of such Shares for all
purposes whatsoever (including without limitation, for the purpose of delivering
notices); the Trustee, however, shall not exercise the voting rights conferred
by such Shares in any way whatsoever, and shall not issue a proxy to any person
or entity to vote such Shares.

         d. The Participant shall not have, and hereby waives the right to have,
by virtue of the Exercised Shares, any pre-emptive rights to purchase, along
with the other shareholders in the Corporation, a pro rata portion of any
securities proposed to be offered by the Corporation prior to the offering
thereof to any third party and any rights of first refusal to purchase any
securities of the Corporation offered by the other shareholders of the
Corporation.

         12. Dividends and Bonus Shares.

         a. Cash dividends paid or distributed, if any, with respect to the
Exercised Shares held by the Trustee, shall be remitted directly to the
Participant who is entitled to the Exercised Shares for which the dividends are
being paid or distributed.

         b. All bonus shares to be issued by the Corporation, if any, with
regard to the Exercised Shares issued upon exercise of Options granted in
accordance with Section 102 of the Ordinance, shall be registered in the name of
the Trustee and all provisions applying to the Exercised Shares, shall apply to
the bonus shares, mutatis mutandis.

         c. The Trustee shall transfer the said bonus shares upon the transfer
of the Exercised Shares with respect to which they were issued.

         13. Rights to Changes, Etc. This Sub-Plan I or the Option Agreement
shall not affect, in any way, the rights, power or freedom of the Corporation to
make or authorize: (a) any sale, transfer or any change whatsoever in all or any
part of the Corporation, obligations or business, or any other business,
commercial or corporate act or proceeding, whether of a similar character or
otherwise; (b) any or all adjustments, recapitalizations, reorganizations or
other changes in the capital structure or business of the Corporation; (c) any
merger or consolidation of the Corporation; (d) any issue of bonds, debentures,
shares (including preferred or prior preference shares ahead of or affecting the
existing shares of the Corporation including the shares into which the Options
granted hereunder are exercisable or the Exercised Shares or the rights thereof,
etc.); or (e) the dissolution or liquidation of the Corporation; and none of the
above acts or authorizations shall entitle the Participant to any right or
remedy, including, without limitation, a right of compensation for any dilution
resulting from any issuance of any shares of stock or any other securities in
the Corporation to any person or entity whatsoever.

                                        8

<PAGE>

         14. No Representation. The Corporation does not and shall not, through
this Sub-Plan I or through any Option Agreement, make or be deemed to make any
representation toward any Participant with regard to the Corporation, its
business, its value or with regard to the Shares in general, and the Exercised
Shares in particular, their value or rights.

         15. Tax Consequences.

         a. All tax consequences arising from the grant or exercise of any
Option, the payment for or the transfer of the Exercised Shares to the
Participant, or from any other event or act (of the Corporation or the
Participant) hereunder, shall be borne solely by the Participant, and the
Participant shall indemnify the Corporation and hold it harmless from and
against any and all liability for any such tax or interest or penalty thereon,
including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to the Participant.

         b. The Corporation and the Trustee may withhold, from any payment which
the Corporation will make to the Participant, the amount of the tax and/or other
mandatory payment the withholding of which is required with respect to the
Options and/or the Exercised Shares under any law.

         c. The Corporation's obligation to issue Shares to a person exercising
an Option issued under the by book-entry statement shall be subject to that
person's satisfaction of all applicable Israeli, U.S., state and local income,
excise, employment and any other tax withholding requirements.

         16. Subordination. It is clarified that the Grant of the Options
intended to comply with the terms of Section 102 of the Ordinance hereunder is
subject to the approval by the Israeli tax authorities of this Sub-Plan I and
the Trustee, in accordance with the Ordinance. It is also clarified that this
Sub-Plan I and the Option Agreement are subject to the provisions of the
Ordinance which shall be deemed an integral part of each, accordingly, and which
shall prevail over any term that is not consistent with the Ordinance.

         17. Applicable Laws. To the extent required, this Sub-Plan I will also
comply with the applicable laws of Israel.

                                        9

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN J
                 (PHILSAR SEMICONDUCTOR INC. STOCK OPTION PLAN)

         1. General. The additional terms and conditions detailed below are to
be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Philsar Semiconductor Inc. Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions set out in this Sub-Plan J, govern the Options derived from
such Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan J shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan J, the terms and conditions of this
Sub-Plan J shall control in a manner consistent with Section 1 of the Plan.

         2. Definitions. For purposes of this Sub-Plan J, the following terms
shall have the meanings set forth below:

            a. Exchange. American Stock Exchange LLC.

            b. Exercise Date. The date the Corporation receives from the
     Participant a completed Stock Option Purchase Form with payment for the
     Option Shares being purchased.

            c. Option Price. The price per share at which a Participant may
     purchase Option Shares.

            d. Option Shares. The Shares which a Participant is entitled to
     purchase under this Sub-Plan J.

            e. Participant. Any person who as of the close of business on the
     Distribution Date held Conexant Options under the Philsar Semiconductor,
     Inc. Stock Option Plan and (i) who at any time prior to the close of
     business on the Distribution Date terminated his or her employment with
     Conexant or any of its subsidiaries (a "Former Conexant Participant"), (ii)
     who on the date of the Skyworks Transaction remained or became an employee
     of Washington Sub, Inc., Skyworks or any of their respective subsidiaries
     (a "Continuing Skyworks Participant"), or (iii) who as of the close of
     business on the Distribution Date (A) remained or became an employee or
     consultant of Conexant or any of its subsidiaries (a "Continuing Conexant
     Participant"), but only for purposes of determining such person's rights
     with respect to his or her outstanding Options and only so long as such
     person shall remain an employee or consultant of Conexant or any of its

<PAGE>

     subsidiaries, or (B) remained or became an employee or consultant of
     Mindspeed or any of its subsidiaries (a "Continuing Mindspeed
     Participant"), but only for purposes of determining such person's rights
     with respect to his or her outstanding Options and only so long as such
     person shall remain an employee or consultant of the Corporation or any of
     its subsidiaries.

            f. Skyworks. Skyworks Solutions, Inc. (formerly Alpha Industries,
     Inc.), a Delaware corporation and successor by merger to Washington Sub,
     Inc.

            g. Skyworks Transaction. The spin-off by Conexant of Washington Sub,
     Inc. to Conexant shareholders pursuant to the terms of the Contribution and
     Distribution Agreement dated as of December 16, 2001, as amended as of June
     25, 2002 by and between Conexant and Washington Sub, Inc., immediately
     followed by the merger of Washington Sub, Inc. with and into Skyworks
     pursuant to the terms of the Agreement and Plan of Reorganization dated as
     of December 16, 2001, as amended as of April 12, 2002, by and among
     Conexant, Washington Sub, Inc. and Skyworks.

            h. Stock Option Agreement. The stock option agreement entered into
     between the Corporation and a Participant in this Sub-Plan J with respect
     to an Option granted to a Participant under this Sub-Plan J, including to
     the extent a separate agreement is not executed by the Corporation, any
     such agreement governing the Conexant Option from which the Option is
     derived.

            i. Vesting Period. The period(s) as stipulated in the Stock Option
     Agreement during which the Participant may purchase the Option Shares.

         3. Exercise.

            a. Options granted under this Sub-Plan J must be exercised within a
period of 10 years from the date of original grant of the Conexant Option from
which the Option is derived, failing which the Participant's right to purchase
the related Option Shares lapses. The Vesting Periods within this 10-year period
during which Options or a portion thereof vest and may be exercised by the
Participant are set forth in the Stock Option Agreement.

            b. In the absence of any stipulated Vesting Period in the Stock
Option Agreement, the Options shall vest in equal annual installments over a
period of 5 years commencing on the first anniversary of the date of original
grant of the Conexant Option from which the Option is derived. Notwithstanding
the vesting period set forth in the Stock Option Agreement, fifty percent (50%)
of the unvested options held by (i) a Continuing Skyworks Participant shall vest
immediately upon any termination (except for cause) of the Continuing Skyworks
Participant's employment or consulting arrangements with Skyworks or one of its
subsidiaries within 6 months of the acquisition by a third party or parties of
control of Skyworks, (ii) a Continuing Conexant Participant shall vest
immediately upon any termination (except for cause) of the Continuing Skyworks
Participant's employment or consulting arrangements with Conexant or one of its
subsidiaries within 6 months of the acquisition by a third party or parties

                                       2
<PAGE>

of control of Conexant, or (iii) a Continuing Mindspeed Participant shall vest
immediately upon any termination (except for cause) of the Continuing Mindspeed
Participant's employment or consulting arrangements with the Corporation or one
of its subsidiaries within 6 months of the acquisition by a third party or
parties of control of the Corporation, and notwithstanding any other provision
set out herein such vested options shall remain exercisable for a period of one
year from the date of such termination. In addition, the Committee may, in its
sole discretion, by written notice to any Participant, accelerate the vesting of
the Options such that the Options become immediately fully vested. In such
circumstances, the Committee may by written notice compel the Participant to
exercise the Options within 30 days of the date of such written notice to
exercise, failing which the Participant's right to purchase such Option Shares
lapses.

         4. Adjustment in Shares.

            a. Appropriate adjustments in the number of Shares subject to this
Sub-Plan J and, as regards Options granted or to be granted, in the number of
Shares optioned and in the Option Price, shall be made by the Committee to give
effect to the adjustments in the number of Shares resulting from sub-divisions,
consolidations or re-classification of the Shares or other relevant changes in
the authorized or issued capital of the Corporation.

            b. In the event that the Corporation proposes to amalgamate, merge
or consolidate with any other corporation or to liquidate, dissolve or wind-up,
the Corporation may, at its option, give written notice thereof to any or all
Participants holding Options under this Sub-Plan J in which case such
Participants shall be entitled to exercise all or a portion of the Options
granted to such Participants, whether or not such Options have previously
vested, within the 30-day period next following the giving of such notice. To
the extent the proposed amalgamation, merger or consolidation is not completed
in a reasonable time, the Corporation may purchase at the Option Price the
Option Shares acquired by such Participant pursuant to Options which would not
have vested but for the acceleration of the Vesting Period. Upon the expiration
of such 30-day period, all rights of such Participants to the Option Shares or
to the exercise of the Options shall terminate and cease to have any further
force and effect.

         5. Termination of Participant for any Reason.

            a. In the event that a Continuing Skyworks Participant's employment
or a contract for consulting services with Skyworks or any of its subsidiaries
is terminated for any reason, the Continuing Skyworks Participant or the
Continuing Skyworks Participant's legal representative, as the case may be, may
elect to purchase at the Option Price all or a portion of the remaining Option
Shares subject to Options that have vested at the time such employment or
contract for service is terminated at any time during the 30-day period, or such
later date as determined by the Board of Directors, following the date of such
termination of employment or contract for services (but in no event after the
lapse of any Options held). For the purposes of this Sub-Plan J, the transfer of
the Continuing Skyworks Participant's employment or contract for consulting
services from Skyworks to any of its subsidiaries, and vice versa, shall not be
considered a termination of the Continuing Skyworks Participant and the
Continuing Skyworks Participant's rights under the Option shall be the same as
if such transfer had not occurred.

                                       3

<PAGE>

            b. In the event that a Continuing Conexant Participant's employment
or contract for consulting services with Conexant or any of its subsidiaries is
terminated for any reason, the Continuing Conexant Participant or the Continuing
Conexant Participant's legal representative, as the case may be, may elect to
purchase at the Option Price all or a portion of the remaining Option Shares
subject to Options that have vested at the time such employment or contract for
service is terminated at any time during the 30-day period, or such later date
as determined by the Board of Directors, following the date of such termination
of employment or contract for services (but in no event after the lapse of any
Options held). For the purposes of this Sub-Plan J, the transfer of the
Continuing Conexant Participant's employment or contract for consulting services
from Conexant to any of its subsidiaries, and vice versa, shall not be
considered a termination of the Continuing Conexant Participant and the
Continuing Conexant Participant's rights under the Option shall be the same as
if such transfer had not occurred.

            c. In the event that a Continuing Mindspeed Participant's employment
or a contract for consulting services with the Corporation or any of its
subsidiaries is terminated for any reason, the Continuing Mindspeed Participant
or the Continuing Mindspeed Participant's legal representative, as the case may
be, may elect to purchase at the Option Price all or a portion of the remaining
Option Shares subject to Options that have vested at the time such employment or
contract for service is terminated at any time during the 30-day period, or such
later date as determined by the Board of Directors, following the date of such
termination of employment or contract for services (but in no event after the
lapse of any Options held). For the purposes of this Sub-Plan J, the transfer of
the Continuing Mindspeed Participant's employment or contract for consulting
services from the Corporation to any of its subsidiaries, and vice versa, shall
not be considered a termination of the Continuing Mindspeed Participant and the
Continuing Mindspeed Participant's rights under the Option shall be the same as
if such transfer had not occurred.

            d. Options held by a Former Conexant Participant may be exercised at
the Option Price for all or a portion of the remaining Option Shares subject to
Options that have vested at the time of the Former Conexant Participant's
termination of employment with Conexant or any of its subsidiaries at any time
during the 30-day period, or such later date as determined by the Board of
Directors, following the date of such termination of employment (but in no event
after the lapse of any Options held).

         6. Transfer and Assignment. The Participant's rights under Options
granted under this Sub-Plan J are not assignable or transferable by the
Participant or subject to any other alienation, sale, pledge or encumbrance by
such Participant during the Participant's lifetime and therefore the Options are
exercisable during the Participant's lifetime only by the Participant. The
obligations of each Participant shall be binding on his or her heirs, executors
and administrators.

         7. Corporate Action. Nothing contained in this Sub-Plan J or in the
Stock Option Agreements shall be construed so as to prevent the Corporation or
any of its subsidiaries from taking corporate action which is deemed by the
Corporation or such subsidiary to be

                                       4

<PAGE>

appropriate or in its best interest, whether or not such action would have an
adverse effect on this Sub-Plan J.

         8. Amendments. The Board of Directors shall have the right, in its sole
discretion, to alter, amend or discontinue this Sub-Plan J from time to time and
at any time. No such amendment or discontinuation, however, may, without the
consent of the Participant, alter or impair his or her rights or increase his or
her obligations under this Sub-Plan J. Any amendment to this Sub-Plan J may
require the prior approval of the Exchange and may require the approval of the
Corporation's shareholders.

         9. Government Regulation.

            a. The Corporation's obligation to issue and deliver Shares under
any Option is subject to:

            (i)      the satisfaction of all requirements under applicable
                     securities law in respect thereof and obtaining all
                     regulatory approvals as the Corporation shall determine to
                     be necessary or advisable in connection with the
                     authorization, issuance or sale thereof, including
                     shareholder approval, if required;

            (ii)     the admission of such Shares to listing on any stock
                     exchange on which Shares may then be listed; and

            (iii)    the receipt from the Participant of such
                     representations, agreements and undertakings as to future
                     dealings in such Shares as the Corporation determines to be
                     necessary or advisable in order to safeguard against the
                     violation of the securities law of any jurisdiction.

            b. In this connection, the Corporation shall take all reasonable
steps to obtain such approvals and registrations as may be necessary for the
issuance of such Shares in compliance with applicable securities law and for the
listing of such Shares on any stock exchange on which such Shares are then
listed.

                                       5

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN K
                  (SIERRA IMAGING, INC. 1996 STOCK OPTION PLAN)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options derived from
Conexant Options outstanding as of the close of business on the Distribution
Date under the Sierra Imaging, Inc. 1996 Stock Option Plan. The terms and
conditions of the Plan, as amended from time to time, shall, together with the
terms and conditions set out in this Sub-Plan K, govern the Options derived from
such Conexant Options, and unless the context dictates otherwise, all references
herein to this Sub-Plan K shall include the terms and conditions of the Plan. In
the event of any conflict between the terms and conditions of the Plan and the
terms and conditions of this Sub-Plan K, the terms and conditions of this
Sub-Plan K shall control in a manner consistent with Section 1 of the Plan.

                  2. Definitions. For purposes of this Sub-Plan K, the following
terms shall have the meanings set forth below:

                  a. Applicable Laws. The requirements relating to the
         administration of stock option plans under U.S. state corporate laws,
         U.S. federal and state securities laws, the Code, any stock exchange or
         quotation system on which the Shares are listed or quoted and the
         applicable laws of any other country or jurisdiction where Options have
         been granted under this Sub-Plan K.

                  b. Disability. Total and permanent disability as defined in
         Section 22(e)(3) of the Code.

                  c. Option Agreement. A written or electronic agreement between
         the Corporation and a Participant evidencing the terms and conditions
         of an individual Option grant, including, to the extent a separate
         agreement is not executed by the Corporation, any such agreement
         governing the Conexant Option from which such Option is derived. The
         Option Agreement is subject to the terms and conditions of this
         Sub-Plan K.

                  d. Participant. Any person who as of the close of business on
         the Distribution Date held Conexant Options under the Sierra Imaging,
         Inc. 1996

<PAGE>

         Stock Option Plan and (i) who at any time prior to the close of
         business on the Distribution Date terminated his or her employment with
         Conexant or any of its subsidiaries (a "Former Conexant Participant"),
         (ii) who as of the close of business on the Distribution Date remained
         or became an employee of Conexant or any of its subsidiaries (a
         "Continuing Conexant Participant"), but only for purposes of
         determining such person's rights with respect to his or her outstanding
         Options and only so long as such person shall remain an employee of
         Conexant or any of its subsidiaries, or (iii) who as of the close of
         business on the Distribution Date remained or became an employee of the
         Corporation or any of its subsidiaries (a "Continuing Mindspeed
         Participant"), but only for purposes of determining such person's
         rights with respect to his or her outstanding Options and only so long
         as such person shall remain an employee of the Corporation or any of
         its subsidiaries.

                  3. Term of Option. The term of each Option is stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant of the Conexant Option from which the Option
is derived.

                  4. Procedure for Exercise.

                  a. Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Committee, including
performance criteria with respect to the Corporation and/or the Participant, and
as shall be permissible under the terms of this Sub-Plan K.

                  b. To the extent that the right to purchase shares under an
Option has accrued and is in effect, the Option may be exercised in full at one
time or in part from time to time by giving notice of exercise pursuant to such
procedures and according to such terms and conditions as may be adopted by the
Corporation from time to time. Upon such exercise and full payment for the
shares subject to exercise, Shares will be issued to the person exercising the
Option by book-entry statement representing the number of shares purchased, or
otherwise, as determined by the Corporation from time to time.

                  c. Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of this Sub-Plan K and for sale under the Option, by the number of
Shares as to which the Option is exercised.

                  5. Termination.

                                       2
<PAGE>

                  a. Except as otherwise provided in this Section 5, if a
Continuing Conexant Participant's employment with Conexant or any of its
subsidiaries, or a Continuing Mindspeed Participant's employment with the
Corporation or any of its subsidiaries, terminates, such Participant may
exercise his or her Option within such period of time as is specified in the
Option Agreement (of at least thirty (30) days) to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the termination of employment of the Continuing
Conexant Participant or the Continuing Mindspeed Participant. If, on the date of
termination, the Continuing Conexant Participant or the Continuing Mindspeed
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the status of authorized but
unissued shares. If, after termination, the Continuing Conexant Participant or
the Continuing Mindspeed Participant does not exercise his or her Option within
the time specified by the Committee, the Option shall terminate, and the Shares
covered by such Option shall revert to the status of authorized but unissued
shares.

                  b. If a Continuing Conexant Participant's employment with
Conexant or any of its subsidiaries, or a Continuing Mindspeed Participant's
employment with the Corporation or any of it subsidiaries, terminates as a
result of the Participant's Disability, such Participant may exercise his or her
Option within such period of time as is specified in the Option Agreement (of at
least six (6) months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the termination of employment of the Continuing Conexant
Participant or the Continuing Mindspeed Participant. If, on the date of
termination, the Continuing Conexant Participant or the Continuing Mindspeed
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the status of authorized but
unissued shares. If, after termination, the Continuing Conexant Participant or
the Continuing Mindspeed Participant does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the status of authorized but unissued shares.

                  c. If a Continuing Conexant Participant's employment with
Conexant or any of its subsidiaries, or a Continuing Mindspeed Participant's
employment with the Corporation or any of it subsidiaries, terminates as a
result of the death of the Participant, the Option may be exercised within such
period of time as is specified in the Option Agreement (of at least six (6)
months) to the extent that the Option is vested on the date of death (but in no
event later than the expiration of the term of such Option as set forth

                                       3
<PAGE>

in the Option Agreement) by the Participant's estate or by a person who acquires
the right to exercise the Option by bequest or inheritance. In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the termination of employment of the Continuing
Conexant Participant or the Continuing Mindspeed Participant. If, at the time of
death, the Continuing Conexant Participant or the Continuing Mindspeed
Participant is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the status of
authorized but unissued shares. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the status of authorized but unissued shares.

                  d. Options held by a Former Conexant Participant may be
exercised only until the date the corresponding Conexant Option from which the
Option is derived may be exercised. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the status of authorized but unissued shares.

                  6. Buyout Provisions. The Committee may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Committee shall establish and communicate to
the Participant at the time that such offer is made.

                  7. Adjustments Upon Changes in Capitalization, Change in
Control.

                  a. Changes in Capitalization. Except as expressly provided in
this Sub-Plan K, no issuance by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of Shares subject to an Option.

                  b. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Corporation, the Committee shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for a Participant to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Shares covered thereby, including Shares as to
which the Option would not otherwise be exercisable. In addition, the Committee
may provide that any Corporation repurchase option applicable to any Shares
purchased upon exercise of an Option shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

                                       4

<PAGE>

                  c. Merger or Asset Sale. In the event of a merger of the
Corporation with or into another corporation, or the sale of substantially all
of the assets of the Corporation, each outstanding Option shall be assumed or an
equivalent option or right substituted by the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the
Option, the Participant shall fully vest in and have the right to exercise the
Option as to all of the Shares, including Shares as to which it would not
otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify the Participant in writing or
electronically that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Shares for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation, the Committee, with the consent of the successor corporation, shall
provide for the consideration to be received upon the exercise of the Option,
for each Share subject to the Option, to be solely common stock of the successor
corporation equal in fair market value to the per share consideration received
by holders of Shares in the merger or sale of assets.

                  8. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date on which the Conexant Option from which the
Option is derived was granted, or such other date as is determined by the
Committee.

                  9. Amendment and Termination.

                  a. Authority. The Board of Directors may at any time amend,
alter, suspend or terminate this Sub-Plan K.

                  b. Shareholder Approval. The Board of Directors shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.

                  c. Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of this Sub-Plan K shall impair the rights
of any Participant, unless mutually agreed otherwise between the Participant and
the Committee, which agreement must be in writing and signed by the Participant
and the Corporation.

                                       5
<PAGE>

Termination of this Sub-Plan K shall not affect the Committee's ability to
exercise the powers granted to it hereunder with respect to Options granted
under this Sub-Plan K prior to the date of such termination.

                  10. Conditions Upon Issuance of Shares. Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Corporation with
respect to such compliance.

                  11. Inability to Obtain Authority. The inability of the
Corporation to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Corporation's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Corporation
of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.

                                       6

<PAGE>
                          MINDSPEED TECHNOLOGIES, INC.
                             2003 STOCK OPTION PLAN

                                   SUB-PLAN L
              (OPTIONS GRANTED IN CONNECTION WITH EXCHANGE OFFERS)

                  1. General. The additional terms and conditions detailed below
are to be read in conjunction with the terms and conditions of the Mindspeed
Technologies, Inc. 2003 Stock Option Plan (the "Plan"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Plan.
These additional terms and conditions apply only to Options granted pursuant to
Section 4(c) of the Plan. The terms and conditions of the Plan, as amended from
time to time, shall, together with the terms and conditions set out in this
Sub-Plan L, govern the Options granted pursuant to Section 4(c) of the Plan, and
unless the context dictates otherwise, all references herein to this Sub-Plan L
shall include the terms and conditions of the Plan. In the event of any conflict
between the terms and conditions of the Plan and the terms and conditions of
this Sub-Plan L, the terms and conditions of this Sub-Plan L shall control.

                  2. Definitions. For purposes of this Sub-Plan L, the following
terms shall have the meanings set forth below:

                     a. Award. An award granted pursuant to Section 4.

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

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

                     d. ERISA. The Employee Retirement Income Security Act of
     1974, as amended.

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

<PAGE>

            f. Incentive Stock Option. An option to purchase Shares that is
     granted pursuant to Section 4(b).

            g. Non-Employee. An individual who at the time of grant of an Award
     performs consulting, contracting or other services for the Corporation or a
     Subsidiary other than in a capacity as an Employee, but shall not include
     members of the Board of Directors.

            h. Non-Qualified Stock Option. An option to purchase Shares that is
     granted pursuant to Section 4(a).

            i. Participant. Any Employee or Non-Employee who has been granted an
     Award pursuant to this Sub-Plan L.

            j. Subsidiary. Any corporation or other entity in which the
     Corporation, directly or indirectly, controls 50% or more of the total
     combined voting power of such corporation or other entity.

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

         3. Eligibility.

         Persons eligible for Awards shall consist of Employees and
Non-Employees whose performance or potential contribution, in the judgment of
the Committee, will benefit the future success of the Corporation and/or a
Subsidiary and who have accepted the Corporation's offer to cancel outstanding
Options in exchange for Awards of new Options pursuant to this Sub-Plan L.
Notwithstanding the foregoing, only Employees will be eligible for Awards of
Incentive Stock Options under this Sub-Plan L.

         4. Awards.

         The Committee may grant any of the following types of Awards, either
singly, in tandem or in combination with other types of Awards, as the Committee
may in its sole discretion determine. Such Awards may be granted only in
connection with offers to exchange outstanding Options for new Options made to
Employees and Non-Employees pursuant to Section 4(c) of the Plan.

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

                                       2
<PAGE>

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

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

     b. Incentive Stock Options. An "Incentive Stock Option" is an Award to an
Employee in the form of an Option to purchase a specified number of Shares that
complies with the requirements of Code Section 422, which Option shall, subject
to the following provisions, be exercisable at such time or times, and during
such specified time, as the Committee may determine.

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

            (ii)  No Incentive Stock Option may be granted under this Sub-Plan L
     after June 27, 2013.

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

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

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

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

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

                                       3
<PAGE>

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

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

         5. Shares Available Under Sub-Plan L.

         Shares subject to the unexercised portion of any terminated, forfeited
or cancelled Options under the Plan shall be available for further Awards.
Additional rules for determining the number of Shares granted under this
Sub-Plan L may be adopted by the Committee, as it deems necessary and
appropriate.

         6. Award Agreements.

         Each Award under this Sub-Plan L shall be evidenced by an Award
Agreement. Each Award Agreement shall set forth the number of Shares subject to
the Award and shall include the terms set forth below and such other terms and
conditions applicable to the Award, as determined by the Committee, not
inconsistent with the terms of this Sub-Plan L. Notwithstanding the foregoing,
the provisions of subsection (b) below may be modified to the extent deemed
advisable by the Committee in Award Agreements pertaining to Non-Employees
providing consulting, contracting or other services to the Corporation or a
Subsidiary. In the event of any conflict between an Award Agreement and this
Sub-Plan L, the terms of this Sub-Plan L shall govern.

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

            b. Termination of Employment.

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

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

                                       4
<PAGE>

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

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

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

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

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

         7. Amendment and Termination.

         The Board of Directors may at any time amend, suspend or discontinue
this Sub-Plan L, in whole or in part, provided, however, that no such action
shall be effective without the approval of the shareholders of the Corporation
to the extent that such approval is necessary to comply with any tax or
regulatory requirement applicable to this Sub-Plan L; and provided, further,
that subject to Section 9, no such action shall impair the rights of any holder
of an Award without the holder's consent. The Committee may at any time alter or
amend any or all Awards and Award Agreements under this Sub-Plan L to the extent
permitted by law, except that, subject to the provisions of Section 9, no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's consent. Notwithstanding the foregoing, no such action may,
without approval of the shareholders of the Corporation, increase the number of
Shares

                                       5

<PAGE>

with respect to which Awards may be granted or reduce the exercise price of any
Option below Fair Market Value on the date of grant.

         8. Administration.

            a. All Awards shall be administered by the Committee. The members of
     the Committee shall be designated by the Board of Directors from among its
     members who are not eligible for Awards under this Sub-Plan L.

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

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

            d. The Corporation shall pay all reasonable expenses of
     administering this Sub-Plan L, including, but not limited to, the payment
     of professional fees.

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

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

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<PAGE>

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

         9. Adjustment Provisions.

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

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

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

         10. Miscellaneous.

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

            b. Payments to Other Persons. If payments are legally required to be
     made to any person other than the person to whom any amount is made
     available under this

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<PAGE>

     Sub-Plan L, payments shall be made accordingly. Any such payment
     shall be a complete discharge of the liability hereunder.

            c. Unfunded Plan. This Sub-Plan L shall be unfunded. No provision of
     this Sub-Plan L or any Award or Award Agreement shall require the
     Corporation or a Subsidiary, for the purpose of satisfying any obligations
     under this Sub-Plan L, to purchase assets or place any assets in a trust or
     other entity to which contributions are made or otherwise to segregate any
     assets, nor shall the Corporation or a Subsidiary maintain separate bank
     accounts, books, records or other evidence of the existence of a segregated
     or separately maintained or administered fund for such purposes.
     Participants shall have no rights under this Sub-Plan L other than as
     unsecured general creditors of the Corporation or a Subsidiary, except that
     insofar as they may have become entitled to payment of additional
     compensation by performance of services, they shall have the same rights as
     other employees or consultants, as applicable, under generally applicable
     law.

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

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

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

            g. Awards for Compensation Purposes Only. This Sub-Plan L is not
     intended to constitute an "employee benefit plan" within the meaning of
     Section 3(3) of ERISA.

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