exv10w19



 





EXHIBIT 10.19




MINDSPEED TECHNOLOGIES, INC.




2003 LONG-TERM INCENTIVES PLAN




RESTRICTED STOCK AWARD TERMS AND CONDITIONS




            In accordance with a determination of the Board of Directors of Mindspeed
Technologies, Inc., you have been awarded Restricted Stock pursuant to the
Company’s 2003 Long-Term Incentives Plan (the “Plan”). Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to such terms
in the Plan.



            The Restricted Stock has been granted to you upon the following terms and
conditions:




	1.	 	Earning of Restricted Stock






     You shall be deemed to have earned the Restricted Stock subject to
this Agreement on the earlier of:




	(a)	 	the vesting provisions as established in your Grant Letter;
or
	 
	(b)	 	your death or Disability (as defined in Section 10).






	2.	 	Retention of Certificates for Restricted Stock and Dividends






     To facilitate implementation of the provisions of this Agreement,
certificates for the Restricted Stock and any dividends or distributions
thereon or in respect thereof (“Dividends”), whether in cash or otherwise
(including but not limited to additional shares of Stock, other
securities of the Company or securities of another entity, any such shares or other securities being collectively referred to herein as
“Stock Dividends”) shall be delivered to and held by the Company, or
shall be held in book-entry form subject to the Company’s instructions,
until you shall have earned the Restricted Stock in accordance with the
provisions of paragraph 1, provided that unless you shall have earlier
earned the Restricted Stock, the Restricted Stock will not be issued, and
no dividends will be paid or distributions made thereon prior to thirty
days after your hire date. Additionally, you agree to provide such other
documents appropriate to effectuate the purpose and intent of this
Agreement as the Company may reasonably request from time to time.



 









 






	3.	 	Voting Rights






     Notwithstanding the retention by the Company of certificates (or the
right to give instructions with respect to shares held in book-entry
form) for the Restricted Stock and any Stock Dividends, you shall be
entitled to vote the Restricted Stock and any Stock Dividends held by the
Company in accordance with paragraph 2, unless and until such shares have
been forfeited in accordance with paragraph 5.




	4.	 	Delivery of Earned Restricted Stock






     As promptly as practicable after you shall have been deemed to have
earned the Restricted Stock in accordance with paragraph 1, the Company
shall deliver to you (or in the event of your death, to your estate or
any person who acquires your interest in the Restricted Stock by bequest
or inheritance) the Restricted Stock, together with any Dividends then
held by the Company (or subject to its instructions).




	5.	 	Forfeiture of Unearned Restricted Stock and Dividends






     Notwithstanding any other provision of this Agreement, (a) if at any
time it shall become impossible for you to earn any of the Restricted
Stock in accordance with this Agreement, or (b) unless determined
otherwise by the Committee, in the event of a Termination of Employment
(as defined below), all unearned Restricted Stock, together with any
Dividends thereon, shall be forfeited, and you shall have no further
rights of any kind or nature with respect thereto. Upon any such
forfeiture, the unearned Restricted Stock theretofore issued, together
with any Dividends thereon, shall be transferred to the Company. For
purposes of this paragraph, “Termination of Employment” shall mean your
termination of your employment as an employee of the Company for any
reason, or the Company terminating your employment for Cause (as defined
in Section 10), provided that (i) death, (ii) Disability, (iii) a
transfer from the Company to a Subsidiary or affiliate of the Company,
whether or not incorporated, or vice versa, or from one Subsidiary or
affiliate of the Company to another and (iv) a leave of absence, duly
authorized in writing by the Company, shall not be deemed a Termination
of Employment.




	6.	 	Transferability






     The Restricted Stock award is not transferable by you otherwise than
(i) by will or by laws of descent and distribution, (ii) by gift to
members of your immediate family, (iii) to a trust established for the
benefit of your immediate family members only, (iv) to a partnership in
which your immediate family members are the only partners or (v) as
otherwise determined by the Committee. For purposes of this plan,
“immediate family” shall mean your spouse and natural,



 









 






	 	adopted or step-children and grandchildren. Notwithstanding any
transfer of the Restricted Stock award or portion thereof, the
transferred Restricted Stock award shall continue to be subject to the
Plan and this Agreement’s terms and conditions as were applicable to you
immediately prior to the transfer, as if the Restricted Stock award had
not been transferred.






	7.	 	Withholding






     The Company shall have the right, in connection with the delivery of
the Restricted Stock and any Dividends subject to this agreement, (i) to
deduct from any payment otherwise due by the Company to you or any other
person receiving delivery of the Restricted Stock and any Dividends an
amount equal to the taxes required to be withheld by law with respect to
such delivery, (ii) to require you or any other person receiving such
delivery to pay to it an amount sufficient to provide for any such taxes
so required to be withheld or (iii) to sell such number of the Restricted
Stock and any Stock Dividends as may be necessary so that the net
proceeds of such sale shall be an amount sufficient to provide for any
such taxes so required to be withheld.




	8.	 	Data Privacy






     If you are an Employee providing services to the Company or one of
its Subsidiaries at a location outside the United States, you hereby
explicitly and unambiguously consent to the collection, use and transfer,
in electronic or other form, of your personal data as described in this
document by and among, as applicable, the Company or its Subsidiaries
(your “Employer”), for the exclusive purpose of implementing,
administering and managing your participation in the Plan.




     You understand that the Company, its Subsidiaries and your Employer
hold certain personal information about you, including, but not limited
to, your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job
title, any shares of Stock or directorships held in the Company or its
Subsidiaries, details of all Restricted Stock awards or any other
entitlement to shares of Stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the purpose of implementing,
administering and managing the Plan (“Data”). You understand that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be
located in your country, or elsewhere, and that the recipient’s country
may have different data privacy laws and protections than your country.
You authorize the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required to a
broker or other third party with whom you may elect to deposit any shares
of



 









 






	 	Stock acquired upon vesting of the Restricted Stock award. You
understand that Data will be held only as long as is necessary to
implement, administer and manage your participation in the Plan. You
understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any
necessary amendments to Data or withdraw the consents herein by
contacting in writing your local human resources representative. You
understand that withdrawal of consent may affect your participation in
the Plan.






	9.	 	Applicable Law






     This agreement and the Company’s obligation to deliver Restricted
Stock and any Dividends hereunder shall be governed by the State of
Delaware, without regard to its conflicts of laws principles, and the
Federal law of the United States.




	10.	 	Definitions






	(a)	 	Cause: (i) A felony conviction of a Participant; (ii) the
commission by a Participant of an act of fraud or embezzlement
against the Company and/or a Subsidiary; (iii) willful misconduct or
gross negligence materially detrimental to the Company and/or a
Subsidiary; (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 the
Company and/or a Subsidiary.
	 
	(b)	 	Disability: Permanent and total disability within the
meaning of the Company’s long-term disability plan, as it may be
amended from time to time, or, if there is no such plan, as
determined by the Committee.
	 
	(c)	 	Grant Letter: The letter from the Company granting the
Restricted Stock to the Employee.