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EXHIBIT 10.17









MINDSPEED TECHNOLOGIES, INC.

2003 LONG-TERM INCENTIVES PLAN

STOCK OPTION AGREEMENT

TERMS AND CONDITIONS





	1.	 	Definitions






	 	 	Capitalized terms used and not defined herein shall have the respective
meanings assigned to such terms in the Plan. As used in these Stock
Options Terms and Conditions, the following words and phrases shall have
the respective meanings ascribed to them below unless the context in which
any of them is used clearly indicates a contrary meaning:






	(a)	 	Award Agreement: These Stock Options Terms and Conditions
together with the Grant Letter.
	 
	(b)	 	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.
	 
	(c)	 	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.
	 
	(d)	 	Grant Letter: The letter from the Company granting the stock
option or stock options to the Employee or Non-Employee.
	 
	(e)	 	IVR: Integrated Voice Response system that is used to
facilitate stock option transactions.
	 
	(f)	 	Mellon: Mellon Investor Services LLC, the stock option
administrator whom the Company has engaged to administer and process
all stock option exercises.
	 
	(g)	 	Mindspeed: Mindspeed Technologies, Inc., a Delaware
corporation.




 









 

















	(h)	 	Options: The stock option or stock options listed in the first
paragraph of the Grant Letter and which together with the Stock
Options Terms and Conditions constitutes the Award Agreement.
	 
	(i)	 	Option Shares: The shares of Mindspeed Common Stock issuable
or transferable on exercise of the Options.
	 
	(j)	 	Plan: Mindspeed’s 2003 Long-Term Incentives Plan, as such Plan
may be amended and in effect at the relevant time.
	 
	(k)	 	Retirement: Retirement at or after age 62 or, with the advance
consent of the Committee, before age 62 but at or after age 55.
	 
	(l)	 	Web: Mellon Employee ServiceDirect System that is used to
facilitate stock option transactions and is accessible through
Mindspeed MyNet.






	2.	 	When Options May be Exercised






The Options are vested and may be exercised in accordance with the
schedule included in the Grant Letter, provided that:




	(a)	 	if you die while an employee of Mindspeed, your estate, 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 your date of death (even if you die
before you have become entitled to exercise all or any part of the
Options) and ending three (3) years thereafter;
	 
	(b)	 	if your employment by Mindspeed terminates other than by death,
then:






	(i)	 	if your employment by Mindspeed is terminated for
Cause, the Options shall expire forthwith upon your termination
and may not be exercised thereafter; and
	 
	(ii)	 	if your employment by Mindspeed terminates for any
reason (including Retirement or Disability) not specified in
subparagraph (a) or in clause (i) of this subparagraph (b), you
(or if you die after your termination date, your estate or any
person who acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only within) the
period ending three (3) months after your termination date, but
only to the extent they were exercisable on your termination
date, it being understood that neither (i) your transfer from
Mindspeed to a Subsidiary or affiliate of Mindspeed, whether or
not incorporated, or vice versa, or from one Subsidiary or
affiliate of




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	 	 	Mindspeed to another, nor (ii) a leave of absence duly
authorized in writing by Mindspeed, shall be deemed a
termination of employment; and






	(c)	 	the beginning exercise date of any unexercisable Options will
be delayed for the length of time during which you are on an unpaid
leave of absence duly authorized in writing by Mindspeed that exceeds
six months.






	 	 	The Committee may, in its discretion, extend the period during which
Options may be exercised beyond the period set forth in subparagraphs (a)
and (b)(ii) above, but in no event shall the provisions of the foregoing
subparagraphs (a) or (b)(ii) extend to a date more than eight (8) years
after the date of the grant, the period during which the Options may be
exercised.






	3.	 	Exercise Procedure






	(a)	 	To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options by
bequest or inheritance) must contact the administrator, Mellon, by
using the IVR or Web system as follows:






	(i)	 	contact Mellon and follow the instructions provided
(or contact Mellon using a rotary phone and speak to a customer
service representative);
	 
	(ii)	 	confirm the Option transaction through the IVR or
Web system by receiving a confirmation number;
	 
	(iii)	 	at any time you may speak to a customer service
representative for assistance;
	 
	(iv)	 	full payment of the exercise price for the Option
Shares to be purchased on exercise of the Options may be made
by:






	u	 	check; or
	 
	u	 	in shares of Stock; or
	 
	u	 	in a combination of check and shares of Stock; and






	(v)	 	in the case of any person other than you seeking to
exercise the Options, such documents as Mellon or the Secretary
of Mindspeed shall require to establish to their satisfaction
that the person seeking to exercise the Options is entitled to
do so.






	(b)	 	An exercise of the whole or any part of the Options shall be
effective:




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	(i)	 	if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the exercise
price for the Option Shares entirely by check, (1) upon
confirmation of your transaction by using the IVR or Web system
and full payment of the exercise price and withholding taxes
(if applicable) being received by Mellon within twenty one (21)
business days following the confirmation; and (2) receipt of
any documents required pursuant to Section 3(a)(v); and
	 
	(ii)	 	if you elect (or after your death, the person
entitled to exercise the Options elects) to pay the exercise
price of the Option Shares in shares of Stock or in a
combination of shares of Stock and check, (1) upon confirmation
of your transaction by using the IVR or Web system and full
payment of the exercise price (as defined in Section 3(d)(i))
and withholding taxes (if applicable) being received by Mellon
within twenty one (21) business days following the
confirmation; and (2) receipt of any documents required
pursuant to Section 3(a)(v).






	(c)	 	If you choose (or after your death, the person entitled to
exercise the Options chooses) to pay the exercise price for the
Option Shares to be purchased on exercise of any of the Options
entirely by check, payment must be made by:






	u	 	delivering to Mellon a check in the full
amount of the exercise price for those Option Shares; or
	 
	u	 	arranging with a stockbroker, bank or other
financial institution to deliver to Mellon full payment, by
check or (if prior arrangements are made with Mellon) by
wire transfer, of the exercise price of those Option Shares.






	 	 	In either event, in accordance with Section 3(e), full payment of
the exercise price for the Option Shares purchased must be made
within twenty one (21) business days after the exercise has been
conducted and confirmed through the IVR or Web system.






	(d)	 	(i)	 	If you choose (or after your death, the person entitled to
exercise the Options chooses) to use already-owned Stock to pay all
or part of the exercise price for the Option Shares to be purchased
on exercise of any of the Options, you (or after your death, the
person entitled to exercise the Options) must deliver to Mellon one
or more certificates (and executed stock powers), or authorize the
book-entry transfer to Mindspeed of shares of Stock, representing:






	u	 	at least the number of shares of Stock
whose value, based on the closing price of the Stock
reported on Amex on the day you exercised




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	 	 	your Options through the IVR or Web system, equals the
exercise price for those Option Shares; or






	u	 	any lesser number of shares of Stock
you desire (or after your death, the person entitled to
exercise the Options desires) to use to pay the exercise
price for those Option Shares and a check in the amount
of such exercise price less the value of the Stock
delivered, based on the closing price of the Stock
reported on Amex on the day you exercised your Options
through the IVR or Web system.






	(ii)	 	Mellon will advise you (or any other person who,
being entitled to do so, exercises the Options) of the exact
number of shares of Stock, valued in accordance with Section 4
of the Plan at the closing price reported on Amex on the
effective date of exercise under Section 3(b)(ii), and any
funds required to pay in full the exercise price for the Option
Shares purchased. In accordance with Section 3(e), you (or
such other person) must pay, by check, in shares of Stock or in
a combination of check and shares of Stock, any balance
required to pay in full the exercise price of the Option Shares
purchased within twenty one (21) business days following the
confirmation of such exercise of the Options under Section
3(b)(ii).
	 
	(iii)	 	Notwithstanding any other provision of the Award
Agreement, the Secretary of Mindspeed may limit the number,
frequency or volume of successive exercises of any of the
Options in which payment is made, in whole or in part, by
delivery of shares of Stock pursuant to this subparagraph (d)
to prevent unreasonable pyramiding of such exercises.






	(e)	 	An exercise conducted and confirmed through the IVR or Web
system, whether or not full payment of the exercise price for the
Option Shares is received by Mellon, shall constitute a binding
contractual obligation by you (or the other person entitled to
exercise the Options) to proceed with and complete that exercise of
the Options (but only so long as you continue, or the other person
entitled to exercise the Options continues, to be entitled to
exercise the Options on that date). By your acceptance of this Award
Agreement, you agree (for yourself and on behalf of any other person
who becomes entitled to exercise the Options) to deliver or cause to
be delivered to Mellon any balance of the exercise price for the
Option Shares to be purchased upon the exercise pursuant to the
transaction conducted through the IVR or Web system required to pay
in full the exercise price for those Option Shares, that payment
being by check, wire transfer, in shares of Stock or in a combination
of check and shares of Stock, on or before the twenty-first
(21st) business day after the date on which you confirm the transaction
through the IVR or Web system. If such payment is not made, you (for
yourself and on behalf of any other person who becomes entitled to




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	 	 	exercise the Options) authorize Mindspeed, in its discretion, to set
off against salary payments or other amounts due or which may become
due you (or the other person entitled to exercise the Options) any
balance of the exercise price for those Option Shares remaining
unpaid thereafter.






	(f)	 	A book-entry statement representing the number of Option Shares
purchased will be issued as soon as practicable (i) after Mellon has
received full payment therefor or (ii) at Mindspeed’s or Mellon’s
election in their sole discretion, after Mindspeed or Mellon has
received (x) full payment of the exercise price of those Option
Shares and (y) any reimbursement in respect of withholding taxes due
pursuant to Section 5.






	4.	 	Transferability






	 	 	No Options or portion thereof shall be 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 the Plan,
“immediate family” shall mean your spouse and natural, adopted or
step-children and grandchildren. Notwithstanding any transfer of an
Option or portion thereof, the transferred Option shall continue to be
subject to the Plan and Award Agreement as were applicable to you
immediately prior to the transfer, as if the Option had not been
transferred.






	5.	 	Withholding






	 	 	Mindspeed or Mellon shall have the right, in connection with the exercise
of the Options in whole or in part, to deduct from any payment to be made
by Mindspeed or Mellon under the Plan an amount equal to the taxes
required to be withheld by law with respect to such exercise or to require
you (or any other person entitled to exercise the Options) to pay to it an
amount sufficient to provide for any such taxes so required to be
withheld. By your acceptance of this Award Agreement, you agree (for
yourself and on behalf of any other person who becomes entitled to
exercise the Options) that if Mindspeed or Mellon elects to require you
(or such other person) to remit an amount sufficient to pay such
withholding taxes, you (or such other person) must remit that amount
within twenty one (21) business days after the confirmation of the Option
exercise (Section 3(a)(ii)). If such payment is not made, Mindspeed, in
its discretion, shall have the same right of set-off with respect to
payment of the withholding taxes in connection with the exercise of the
Option as provided under Section 3(e) with respect to payment of the
exercise price.




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	6.	 	Rights as Shareholder
	 
	 	 	You will not have any rights as a shareholder with respect to any Option
Shares unless and until you become the holder of such Option Shares on the
books and records of Mindspeed.
	 
	7.	 	Headings
	 
	 	 	The section headings contained in these Stock Options Terms and Conditions
are solely for the purpose of reference, are not part of the agreement of
the parties and shall in no way affect the meaning or interpretation of
this Award Agreement.
	 
	8.	 	References
	 
	 	 	All references in these Stock Options Terms and Conditions to sections,
paragraphs, subparagraphs or clauses shall be deemed to be references to
sections, paragraphs, subparagraphs and clauses of these Stock Options
Terms and Conditions unless otherwise specifically provided.
	 
	9.	 	Amendment and Termination
	 
	 	 	I understand that Mindspeed has reserved the right to amend or terminate
the Plan at any time, and that the grant of an Option in one year or at
one time does not in any way obligate Mindspeed or its affiliates to make
a grant in any future year or in any given amount. I acknowledge and
understand that the grant is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or would
be subject to severance, resignation, redundancy or similar pay, other
than to the extent required by local law.
	 
	10.	 	Entire Agreement
	 
	 	 	This Award Agreement and the Plan embody the entire agreement and
understanding between Mindspeed and you with respect to the Options, and
there are no representations, promises, covenants, agreements or
understandings with respect to the Options other than those expressly set
forth in this Award Agreement and the Plan.
	 
	11.	 	Applicable Laws and Regulations
	 
	 	 	This Award Agreement and Mindspeed’s obligation to issue Option Shares
hereunder are governed by the laws of the State of Delaware, without
regard to its conflicts of laws principles, and the Federal law of the
United States.






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