Mindspeed Technologies, Inc. Inducement Incentive Plan



 EXHIBIT 4.10 
 MINDSPEED TECHNOLOGIES, INC. 

INDUCEMENT INCENTIVE PLAN 

 
  
 Section 1: Purpose 
 The purpose of the Mindspeed Technologies, Inc.
Inducement Incentive Plan (the “Plan”) is to provide a material inducement for the best available employees to join the Company and its Subsidiaries; to attract and retain such employees; and to align the interests of such persons with the
interests of the Company’s shareholders. 
 Section 2: Definitions 

The following terms, as used herein, shall have the meaning specified: 

“Award” means an award granted pursuant to Section 4. 

“Award Agreement” means a letter to a Participant, together with the terms and conditions applicable to
an Award granted to the Participant, issued by the Company, as described in Section 6. 
 “Board of
Directors” means the Board of Directors of the Company as it may be comprised from time to time. 

“Code” means the Internal Revenue Code of 1986, and any successor statute, as it or they may be amended
from time to time. 
 “Committee” means the Compensation and Management Development Committee of
the Board of Directors as it may be comprised from time to time. 
 “Company” means Mindspeed
Technologies, Inc., a Delaware corporation, and any successor corporation. 
 “Employee” means,
subject to the exclusions set forth below, an individual who was hired (and advised that he or she was being hired) directly by the Company or a Subsidiary as a regular employee and who at the time of grant of an Award performs regular employment
services directly for the Company or a Subsidiary, but shall not include (a) members of the Board of Directors who are not also employees of the Company 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 Company 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 Company or a Subsidiary and any third party. For the purposes of the Plan, 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. 







 “ERISA” means the Employee Retirement Income Security Act
of 1974, as amended. 
 “Exchange Act” means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time. 
 “Executive Officer” means an
Employee who is an executive officer of the Company as defined in Rule 3b-7 under the Exchange Act (or any successor provision). 
 “Fair Market Value” means the closing sale price of the Stock as reported on the Nasdaq Stock Market or such other national securities exchange or automated inter-dealer quotation system
on which the Stock has been duly listed and approved for quotation and trading on the relevant date, or if no sale of the Stock is reported for such date, the next preceding day for which there is a reported sale. 

“Immediate Family” means a participant’s spouse and natural, adopted or step-children and
grandchildren. 
 “Non-Qualified Stock Option” shall have the meaning set forth in
Section 4(a). 
 “Participant” means any Employee who has been granted an Award pursuant to
the Plan. 
 “Restricted Stock” shall have the meaning set forth in Section 4(c).

 “Restricted Stock Units” shall have the meaning set forth in Section 4(f). 

“SARs” shall have the meaning set forth in Section 4(e). 

“Share Reserve” shall have the meaning set forth in Section 5(a). 

“Stock” means shares of common stock, par value $.01 per share, of the Company, or any security of the
Company issued in substitution, exchange or lieu thereof. 
 “Subsidiary” means any corporation
or other entity in which the Company, directly or indirectly, controls 50% or more of the total combined voting power of such corporation or other entity. 
 “Unrestricted Stock” shall have the meaning set forth in Section 4(d). 

Section 3: Eligibility 
 Awards may only be granted to Employees so long as the following requirements are met (a) the Employee was previously not an Employee, or the Employee is returning to the employment of the Company
following a bona-fide period of non-employment, and (b) the grant of an Award under the Plan is a material inducement to the Employee’s decision to enter into the employment 







 
of the Company. Notwithstanding the foregoing, an Employee may be granted an Award in connection with a merger, acquisition or similar transaction, to the extent permitted by the Nasdaq Stock
Market rules governing stockholder approval of inducement equity compensation plans. 
 Section 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: 
 a. Non-Qualified Stock Options. A “Non-Qualified
Stock Option” is an Award to an Employee in the form of an option to purchase a specific number of shares of Stock 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 Stock on the date the option is granted. 
 (i) The purchase price of the Stock 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 Stock (the value of such Stock
shall be its Fair Market Value on the date of exercise), or through a combination of Stock and cash, or through such other means as the Committee determines are consistent with the Plan’s purpose and applicable law. No fractional shares of
Stock 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 of Stock 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 Stock and any applicable withholding taxes. 

(iii) Dividends and dividend equivalents shall not be paid on Non-Qualified Stock Options. 

b. Restricted Stock. Restricted Stock is an Award of Stock that is issued to an Employee subject to restrictions on
transfer and such other restrictions on incidents of ownership as the Committee may determine. Subject to such restrictions, a Participant as owner of shares of Restricted Stock shall have the rights of a holder of shares of Stock, except that the
Committee shall provide at the time of the Award that any dividends or other distributions paid on the Restricted Stock while subject to such restrictions shall be reinvested in Stock and held subject to the same restrictions as the Restricted Stock
and such other terms and conditions as the Committee shall determine. Shares of Restricted Stock shall be registered in the name of the Participant and, at the Company’s sole discretion, (i) shall be held in book-entry form subject to the
Company’s instructions until the restrictions relating thereto lapse, or (ii) shall be evidenced by a certificate, which shall bear an appropriate restrictive legend, shall be subject to appropriate stop-transfer orders and shall be held
in custody by the Company until the restrictions relating thereto lapse, and the Participant shall deliver to the Company a stock power endorsed in blank relating to the Restricted Stock. 







 c. Unrestricted Stock. Unrestricted Stock is an Award of Stock that is
issued to an Employee without any restrictions, as the Committee in its sole discretion shall determine, including the issuance of Unrestricted Stock pursuant to awards conditioned upon the achievement of performance or other vesting requirements
(as may be established by the Committee) prior to the delivery of such Unrestricted Stock. A Participant shall not be required to make any payment for Unrestricted Stock. Upon receipt of shares of Unrestricted Stock, the Participant as owner of such
shares shall have the rights of a holder of shares of Stock, including the right to vote the Unrestricted Stock and to receive dividends and distributions thereon. 
 d. Stock Appreciation Rights (SARs). A SAR is the right to receive a payment measured by the increase in the Fair Market Value of a specified number of shares of Stock from the date of
grant of the SAR to the date on which the Employee exercises the SAR. The payment to which the Employee is entitled on exercise of a SAR may be in cash, in Stock valued at Fair Market Value on the date of exercise or partly in cash and partly in
Stock, as the Committee may determine. Dividends and dividend equivalents shall not be paid on SARs. No SAR may be exercisable more than ten (10) years after the date the SAR is granted. 

e. Restricted Stock Units. A Restricted Stock Unit is an Award which may be earned in whole or in part upon the passage
of time or the attainment of performance criteria established by the Committee and which may be settled for cash, Stock or other securities or a combination of cash, Stock or other securities as established by the Committee. Dividend equivalents
declared prior to the settlement of Restricted Stock Units shall not be paid until the settlement of the underlying Restricted Stock Units. 

Section 5: Shares of Stock Available Under Plan 
 a. Subject to the provisions set forth in Section 9, the maximum aggregate number of shares of Stock which may be issued pursuant to all Awards shall be Five Hundred Thousand
(500,000) shares of Stock (the “Share Reserve”). Any shares of Stock that pursuant to Section 5(b) again become available for grant upon the forfeiture, repurchase, cancellation or expiration of any Award shall be added back to
the Share Reserve. The shares of Stock to be issued pursuant to Awards may be authorized, but unissued, or reacquired Stock. 

b. Any shares of Stock covered by an Award (or portion of an Award) which is forfeited, canceled or expires shall be deemed not to have
been issued for purposes of determining the Share Reserve. Shares of Stock that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except
that if unvested shares of Stock are forfeited, or repurchased by the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such shares of Stock shall become available for future grant under the
Plan. Notwithstanding anything to the contrary contained herein: (i) shares of Stock tendered or withheld in payment of an option exercise price shall not be returned to the Plan and shall not become available for future issuance under the
Plan; (ii) shares of Stock withheld by the Company to satisfy any tax withholding obligation shall not be returned to the Plan and shall not become available for future issuance under the Plan; and (iii) all shares of Stock covered by the
portion of a SAR that is exercised (whether or not shares of Stock are actually issued to the Participant upon exercise of the SAR) shall be considered issued pursuant to the Plan. 







 Section 6: Award Agreements. 

Each Award under the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall set forth the number of shares of Stock
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 the Plan. In the event of any conflict between an Award
Agreement and the Plan, the terms of the Plan shall govern. 
 a. Transferability. A provision stating that an
Award may not be transferred or assigned other than (i) by will or by the laws of descent and distribution; or (ii) by gift to members of the Participant’s Immediate Family or to a trust established for the benefit of one or more
members of the Participant’s Immediate Family. 
 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 Company 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 Company to a Subsidiary or an affiliate of the Company, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Company to another or (B) a leave of absence, duly
authorized in writing by the Company. 
 (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 the Plan 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 Stock 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 of Stock may be delivered to the Company 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 of Stock, tax amounts shall be limited to the statutory minimum as required by law.








 e. Treatment of Options. Each Award of an option shall be a Non-Qualified
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 Company and/or one or more Subsidiaries, including, but not limited to, earnings per share, revenue, net income, net operating income, earnings before interest, taxes,
depreciation and amortization (EBITDA), stock price, total shareholder return, operating margin, gross margin, return on equity, return on assets, return on investment, operating income, pre-tax profit, cash flow, expenses, earnings before interest,
taxes and depreciation, economic value added and market share. At the time it sets the performance measures, the Committee may determine to include or exclude extraordinary, unusual, nonrecurring or other items. Such performance objectives shall be
determined in accordance with the Company’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. 

Section 7: Amendment and Termination 
 The Board of Directors may at any time amend, suspend or discontinue the Plan, in whole or in part, provided, however, that no such action shall be effective without the approval of the
shareholders of the Company to the extent that such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan; 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 the Plan 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 and subject to Section 10(m), no such action may, without approval of the
shareholders of the Company, reduce the exercise price of any Option or SAR below Fair Market Value on the date of grant. 
 Section 8:
Administration 
 a. The Plan and all Awards shall be administered by the Committee. 

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 the Plan. 







 d. The Company shall pay all reasonable expenses of administering the Plan, 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 the Plan. Subject to the express provisions of the Plan, the Committee may delegate to the officers or employees of the Company 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 the Plan in accordance with its terms and purpose.

 f. The Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the
Plan by employees who are foreign nationals or employed outside the U.S. Without limiting the foregoing, the Committee may authorize supplementary plans applicable to Employees subject to the tax laws of one or more countries other than the
United States in order to provide for the grant of Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Unrestricted Stock or SARs to such Employees on terms and conditions, consistent with the Plan, determined by the Committee
which may differ from the terms and conditions of other Awards in those forms pursuant to the Plan for the purpose of complying with the conditions for qualification of Awards for favorable treatment under foreign tax laws. 

g. Subject to the express provisions of the Plan, the Committee shall have the power (i) to implement (including the power to
delegate such implementation to appropriate officers of the Company), interpret and construe the Plan and Awards and Award Agreements or other documents defining the rights and obligations of the Company 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 the Plan or of any Award or Award Agreement shall be conclusive and binding. Any action taken by, or inaction of, the Committee relating to the Plan 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 the Plan and any and all Awards and Award Agreements. The
Committee’s determinations under the Plan need not be uniform and may be made by it selectively among Employees who receive, or who are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 

h. It is the intent of the Company that the Plan 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. 
 i. The Committee may delegate, and revoke the delegation of, all or any portion of its authority and powers under the Plan to the Chief Executive Officer of the Company, except that the Committee may
not delegate any discretionary authority with respect to substantive decisions or 







 
functions regarding the Plan or Awards to the extent (i) related to Awards granted to Executive Officers, (ii) inconsistent with the intent expressed in Section 8(h) or
(iii) prohibited by applicable law. 
 Section 9: Adjustment Provisions 

a. In the event of any change in or affecting the outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification, merger or consolidation (whether or not the Company 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 the Plan and 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 of Stock (or other securities) then
remaining subject to the Plan, and the maximum number of shares that may be delivered to any single Participant pursuant to the Plan, including those that are then covered by outstanding Awards, or accelerating the vesting of outstanding Awards. No
fractional interests will be issued under the Plan 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 the Plan not described in (a), or as is required or authorized under the terms of
any applicable Award Agreement. 
 c. The existence of the Plan 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 Company to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stock or other securities ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding. 
 Section 10: Miscellaneous 

a. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company 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 the Plan, payments shall be made
accordingly. Any such payment shall be a complete discharge of the liability hereunder. 
 c. Unfunded
Plan. The Plan shall be unfunded. No provision of the Plan or any Award or Award Agreement shall require the Company or a Subsidiary, for the purpose of satisfying any obligations under the Plan, 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 Company 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 the Plan other than as unsecured general creditors of the Company 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 Company or a Subsidiary to any Participant with respect to an Award shall
be based solely upon contractual obligations created by the Plan and the Award Agreement. Neither the Company 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 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. 

e. Rights of Employees. Status as an eligible Employee shall not be construed as a commitment that any Award shall be
made under the Plan to such eligible Employee or to eligible Employees generally. Nothing contained in the Plan or in any Award Agreement shall confer upon any Employee any right to continue in the employ or other service of the Company or a
Subsidiary or constitute any contract or limit in any way the right of the Company or a Subsidiary to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.

 f. 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. 
 g. Gender,
Etc. In interpreting the Plan, the masculine gender shall include the feminine, the neuter gender shall include the masculine or feminine, and the singular shall include the plural unless the context clearly indicates otherwise. 

h. Invalidity. If any term or provision contained herein or in any Award Agreement shall to any extent be invalid or
unenforceable, such term or provision, to the extent practicable, will be reformed so that it is valid and as consistent as possible with the original provisions hereof, and such invalidity or unenforceability shall not affect any other provision or
part thereof. 
 i. Applicable Law. The Plan, the Award Agreements 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. 
 j. Compliance with Laws. Notwithstanding anything contained herein or in any Award Agreement to the contrary, the Company shall not be required to sell or deliver shares of Stock or other
securities hereunder or thereunder if the sale or delivery thereof would constitute a violation by the Participant or the Company 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 Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable in its discretion to assure compliance with any such law or
regulation. 







 k. Effective Date and Term. The Plan was adopted by the Board of Directors
of the Company on January 31, 2012 and such adoption was not subject to the approval of the Company’s shareholders. The Plan shall remain in effect until all Awards granted under the Plan have been exercised or terminated under the terms
of the Plan and applicable Award Agreements, provided that Awards under the Plan may only be granted within ten (10) years from the effective date of the Plan. 
 l. Awards for Compensation Purposes Only. The Plan is not intended to constitute an “employee benefit plan” within the meaning of Section 3(3) of ERISA. 

m. Repricings. Except in connection with a corporate transaction (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding
Non-Qualified Stock Options or SARs or cancel outstanding Non-Qualified Stock Options or SARs in exchange for cash, other Awards or Non-Qualified Stock Options or SARs with an exercise price that is less than the exercise price of the original
Non-Qualified Stock Options or SARs without shareholder approval.