##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 1, 2010
 Commission file number: 001-31650
 MINDSPEED TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    01-0616769(State of incorporation)
    
    (I.R.S. Employer
Identification No.)4000 MacArthur Boulevard, East Tower
    
    92660-3095Newport Beach, California
    
    (Zip code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(949) 579-3000
 Securities registered pursuant to Section 12(b) of the Act:
 (Title of Each Class)
    
    (Name of Each Exchange on Which Registered)Common Stock $0.01 par value per share
    
    The NASDAQ Stock Market LLC(including associated Preferred Share Purchase Rights)
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEX-31.3EX-31.4    Table of Contents  EXPLANATORY NOTE




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Board of Directors
  Class II Directors  up for election at the 2011 annual meeting with terms expiring at the
2014 annual meeting
 Mr. Hayashi
 Mr. Louie
 Mr. Madden
 Class III Directors  continuing directors with terms expiring at the 2012 annual meeting
 Mr. Decker
 3




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Mr. Halim
 Class I Directors  continuing directors with terms expiring at the 2013 annual meeting
 Mr. Conrad
 Mr. Stead
 Executive Officers
  Name
    
    Age
    
    TitleRaouf Y. Halim
    
    
    50
    
    
    Chief Executive OfficerBret W. Johnsen
    
    
    41
    
    
    Senior Vice President and Chief Financial OfficerNajabat H. Bajwa
    
    
    33
    
    
    Senior Vice President and General Manager,
Lightspeed Connectivity SolutionsKurt F. Busch
    
    
    40
    
    
    Senior Vice President and General Manager,
High-Performance AnalogJing Cao
    
    
    51
    
    
    Senior Vice President, OperationsAllison K. Garcia
    
    
    38
    
    
    Senior Vice President, Human ResourcesGerald J. Hamilton
    
    
    57
    
    
    Senior Vice President, Worldwide SalesAnil S. Mankar
    
    
    55
    
    
    Senior Vice President, VLSI EngineeringThomas J. Medrek
    
    
    54
    
    
    Senior Vice President and General Manager,
Communications Convergence Processing
  4




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Mr. Johnsen
 Mr. Bajwa
 Mr. Busch
 Mr. Cao
 Ms. Garcia
 Mr. Hamilton
 Mr. Mankar
 Mr. Medrek
 5




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.mindspeed.com
 Board Committee Membership
  Governance
    
    Compensationand Board
    
    and ManagementName
    
    Audit
    
    Composition
    
    DevelopmentDwight W. Decker
    
    
    
    
    
    ChairRobert J. Conrad
    
    
    
    
    
    
    X
    
    
    
    XMichael T. Hayashi
    
    
    X
    
    
    
    X
    
    
    
    XMing Louie
    
    
    X
    
    
    
    XThomas A. Madden
    
    Chair
    
    
    XJerre L. Stead
    
    
    
    
    
    
    X
    
    
    ChairNumber of meetings during fiscal year 2010
    
    
    9
    
    
    
    4
    
    
    
    6
  Audit Committee Financial Expert
  6




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Executive Summary
   
    
    four consecutive quarters of sequential product revenue growth and improved operating
profitability;
    
    record product revenue, net income, earnings per share and cash generation;
    
    $43.7 million in cash on our balance sheet at fiscal year end and the best net cash
balance of the last five years;
    
    the debut of a record 52 new products; and
    
    the highest number of design wins in company history, up 30% over fiscal year 2009.
  Fiscal Year 2010 Financial Highlights
  Fiscal Year
    
    Fiscal YearFinancial Metric
    
    2009
    
    2010
    
    Change %Fiscal year end closing stock price
    
    $
    3.05
    
    
    $
    7.73
    
    
    
    153
    %Total net revenues (in millions)
    
    
    126.6
    
    
    
    178.2
    
    
    
    41Product revenue (in millions)
    
    
    121.6
    
    
    
    165.4
    
    
    
    36Net income/(loss) (in millions)
    
    
    (25.1
    )
    
    
    21.1
    
    
    
    N/ANet income/(loss) per share (diluted)
    
    
    (1.04
    )
    
    
    0.65
    
    
    
    N/ANet cash provided by/(used in)
operating activities (in millions)
    
    
    (5.4
    )
    
    
    23.8
    
    
    
    N/A
 Fiscal Year 2010 Compensation Decisions
   7




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##### Table of Contents




    
    During fiscal year 2010, we reviewed executive officer perquisites to be more
reflective of current compensation practices and trends, resulting in a significant overall
reduction of perquisites available to executive officers.
    
    We modified our process for measuring and calculating performance metrics in
connection with short-term cash incentive awards, and limited the award of discretionary cash
bonuses to executive officers.
    
    At the end of fiscal year 2010, we conducted an assessment and review of
executive officer stock ownership levels to ensure there is considerable incentive for
management to align our companys long-term interests because a portion of their personal
investment portfolio consists of our companys stock. The assessment indicated executive
officer stock ownership levels were appropriate as compared to the executive officer stock
ownership levels of executive officers at our emerging peer group companies.
    
    During fiscal year 2011, short-term incentive cash awards will be based on a
linear curve, thereby eliminating award cliffs and performance accelerators between
performance metric ranges.
    
    We implemented a maximum short-term incentive cash award amount of 200% of target
award amounts for our fiscal year 2011 cash bonus plan for eligible executive officers and employees.
 Overview
  
    
    The objectives of our compensation program are to: (i) attract and retain talented
executive officers; (ii) further align the financial interests of executive officers with
those of our stockholders; and (iii) pay-for-performance.
    
    In making its fiscal year 2010 compensation decisions, the compensation committee
consulted with a third-party compensation consultant and compared the compensation and
performance of our executive officers with a peer group of 20 other semiconductor companies.
    
    Our executive compensation consists primarily of: (i) a base annual salary; (ii)
short-term cash incentive-based compensation; and (iii) long-term incentive equity awards.
We also provide certain perquisites to our executive officers and on occasion grant
discretionary and retention bonuses, and short-term incentive equity awards.
    
    We encourage a pay-for-performance environment by linking short-term cash incentive-based
compensation to the achievement of overall company and individual performance goals.
Achievement of performance goals by our named executive officers during fiscal year 2010
ranged from 105% to 179%.
    
    In fiscal year 2011, we intend to continue to deliver a combination of cash, stock
options and restricted stock awards as part of our overall compensation program.
 8




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Objectives of Compensation Programs and Compensation Program Design
  
    
    Attract and retain talented executive officers.We are engaged in a very competitive and
highly cyclical industry, and our success depends upon our ability to attract and retain
qualified executive officers through competitive compensation arrangements.
    
    Further align the financial interests of executive officers with those of our
stockholders. We want and expect our executive officers to think and act in both the
near-term and long-term interests of our stockholders.
    
    Pay-for-performance.We provide executive officers with incentive opportunities linked
to achievement of both overall company and individual performance goals. Incentive programs
are designed to reward business plan achievement.
  Total Compensation Program Design
   Role of Executive Officers and Compensation Consultants in Compensation Decisions
    9




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Goal Setting and Performance Evaluation
    10




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Peer Group
  Emerging Peers
    
    Mature Peers
    
    Applied Micro Circuits Corporation
    
    
    
    Broadcom Corporation
    
    PMC-Sierra, Inc.
    
    
    
    Qualcomm, Inc.
    
    Vitesse Semiconductor Corporation
    
    
    
    Advanced Micro Devices, Inc.
    
    Transwitch Corporation
    
    
    
    Intel Corporation
    
    Conexant Systems, Inc.
    
    
    
    Texas Instruments, Inc.
    
    Skyworks Solutions, Inc.
    
    
    
    Maxim Integrated Products, Inc.
    
    Microsemi Corporation
    
    
    
    Analog Devices, Inc.(1)
    
    NetLogic Microsystems, Inc.
    
    
    
    Linear Technology Corporation(1)
    
    Cavium Networks, Inc.(1)
    
    
    
    National Semiconductor Corporation(1)
    
    Mellanox Technologies, Ltd.(1)
    
    Silicon Laboratories Inc.(1)
 
 (1)
    
    Peer added for fiscal year 2010 to provide additional comparison
data from companies in our strategic growth markets.   11




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Elements of Compensation
  Base Annual Salary
  th
  Cash Incentive Awards
  Fiscal Year 2010 Cash Bonus Plan
  
    
    a dollar amount equal to 100% of any favorable quarterly variance to our planned
fiscal year 2010 quarterly operating expense levels; plus
    
    a dollar amount equal to 20% of our income from any fiscal year 2010
intellectual property sales.
 12




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Performance Goals
    Fiscal Year
    
    Range of Achievement2009
    
    50%  97
    %2008
    
    90%  100
    %2007
    
        73%  94
    %
  Named Executive Officer
    
    Performance Factors (and Weight)Raouf Y. Halim
    
    
    
    Company fiscal year net income and cash generation targets: 50%
    
    Design win execution against the fiscal year plan: 15%
    
    Engineering execution: 20%
    
    Individual organizational development goals: 15%Bret W. Johnsen
    
    
    
    Company fiscal year net income target: 50%
    
    Balance sheet improvement: 20%
    
    Individual organizational execution goals: 20%
    
    Investor relations goals: 10%Thomas J. Medrek
    
    
    
    Company fiscal year operating profit target: 30%
    
    Business unit fiscal year revenue target: 30%
    
    Business unit fiscal year gross margin target: 10%
    
    Business unit fiscal year operating expense target: 10%
    
    Business unit design win execution against the fiscal year plan: 10%
    
    Business unit engineering execution: 10%Gerald J. Hamilton
    
    
    
    Company fiscal year revenue target: 60%
    
    Design win execution against the fiscal year plan: 30%
    
    Budget reduction target for the worldwide sales department: 10%
 13




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Named Executive Officer
    
    Performance Factors (and Weight)Kurt F. Busch
    
    
    
    Company fiscal year operating profit target: 30%
    
    Business unit fiscal year revenue target: 30%
    
    Business unit fiscal year gross margin target: 10%
    
    Business unit fiscal year operating expense target: 10%
    
    Business unit design win execution against the fiscal year plan: 10%
    
    Business unit engineering execution: 10%
  Target Incentives
  Named Executive Officer
    
    Base Annual Salary(1)
    
    Target Incentive(2)Raouf Y. Halim
    
    $
    512,500
    
    
    
    100
    %Bret W. Johnsen
    
    
    303,750
    
    
    
    60
    %Thomas J. Medrek
    
    
    327,750
    
    
    
    55
    %Gerald J. Hamilton
    
    
    252,500
    
    
    
    55
    %Kurt F. Busch
    
    
    268,975
    
    
    
    55
    %
 
 (1)
    
    Salaries adjusted to reflect three fiscal quarters at each named
executive officers base annual salary prior to the
implementation of merit salary increases, and one fiscal quarter
at each named executive officers adjusted salary following the
implementation of the merit salary increases.(2)
    
    Target incentive represents a target amount of base annual salary
to be paid pursuant to the 2010 cash bonus plan (except for Mr.
Hamilton, whose awards are made under our sales incentive plan). Achievement against Performance Goals
  Mr. Halim.
  14




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Mr. Johnsen.
 Mr. Medrek.
 Mr. Hamilton.
  Mr. Busch.
 15




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Fiscal Year 2011 Cash Bonus Plan
  Long-Term Incentive Equity Awards
       16




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Incentive Equity Awards for Fiscal Year 2011
  Number of Stock
    
    Number of Shares ofNamed Executive Officer
    
    Options
    
    Restricted StockRaouf Y. Halim
    
    
    30,000
    
    
    
    15,000Bret W. Johnsen
    
    
    20,000
    
    
    
    10,000Thomas J. Medrek
    
    
    12,500
    
    
    
    6,250Gerald J. Hamilton
    
    
    12,500
    
    
    
    6,250Kurt F. Busch
    
    
    12,500
    
    
    
    6,250
 Special Bonuses
 Discretionary Cash Bonuses
  Retention Bonuses
  17




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Other Compensation Policies
 Perquisites and Personal Benefits
   Timing of Grants of Equity Awards
  Policy Regarding Deductibility of Compensation
   Change of Control Agreements
  18




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
    
    the acquisition by any individual, entity or group of beneficial ownership of 35% or more
of either the then outstanding shares of our common stock or the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of
directors;
    
    a change in the composition of a majority of the board, which is not supported by the
current board;
    
    a major corporate transaction, such as a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of our assets, which results in a change in
the majority of the board or of more than 60% of our stockholders; or
    
    approval by our stockholders of the complete liquidation or dissolution of our company.
  
    
    three times the executive officers base annual salary for our chief executive officer
and two times the base annual salary for all other executive officers;
    
    three times the executive officers bonus under our annual incentive plans for our chief
executive officer and two times the bonus for all other executive officers;
    
    accrued vacation pay to the extent that it remains unpaid;
    
    continued coverage under our welfare benefit plans for two years after termination,
including, without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs to the extent
applicable generally to other peer executive officers of our company and our affiliated
companies;
    
    outplacement services, the scope and provider of which will be selected by the executive
officer in his sole discretion;
    
    immediate vesting of all equity securities held by the executive officer;
    
    other benefits including those that the executive officer is eligible to receive under
any plan, program, policy or practice or contract or agreement; and
    
    for substantially all of our executive officers, a gross-up payment, defined as the
amount equal to the excise tax on any payment by us pursuant to the change of control
agreement as imposed by Section 4999 of the Internal Revenue Code and all taxes associated
with the payment of that excise tax.
  19




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Retirement Plans
  20




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Summary Compensation Table (2010)
  
    
    our chief executive officer;
    
    our chief financial officer; and
    
    each of our other three most highly compensated executive officers, employed by us as of
the end of fiscal year 2010, whom we refer to collectively as our named executive
officers.
 Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherSalary
    
    
    
    
    
    Awards
    
    Awards
    
    Compensation
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    Bonus ($)
    
    ($)(1)
    
    ($)(1)
    
    ($)
    
    ($)(2)
    
    Total($)Raouf Y. Halim
    
    
    2010
    
    
    $
    512,500
    
    
    
    
    
    
    $
    2,517,300
    
    
    $
    148,800
    
    
    $
    916,278
    
    
    $
    40,063
    
    
    $
    4,134,941Chief Executive Officer
    
    
    2009
    
    
    
    500,000
    
    
    $
    600,000
    
    
    
    106,000
    
    
    
    203,400
    
    
    
    
    
    
    
    53,116
    
    
    
    1,462,5162008
    
    
    
    500,000
    
    
    
    250,000
    
    
    
    278,250
    
    
    
    267,000
    
    
    
    
    
    
    
    54,371
    
    
    
    1,349,621Bret W. Johnsen
    
    
    2010
    
    
    
    303,750
    
    
    
    50,000
    (3)
    
    
    87,200
    
    
    
    99,200
    
    
    
    297,423
    
    
    
    22,830
    
    
    
    860,403Senior Vice President
    
    
    2009
    
    
    
    300,000
    
    
    
    75,000
    
    
    
    106,000
    
    
    
    56,500
    
    
    
    
    
    
    
    25,559
    
    
    
    563,059and Chief Financial Officer
    
    
    2008
    
    
    
    69,231
    
    
    
    200,000
    
    
    
    
    
    
    
    354,000
    
    
    
    
    
    
    
    2,144
    
    
    
    625,375Thomas J. Medrek
    
    
    2010
    
    
    
    327,750
    
    
    
    
    
    
    
    531,800
    
    
    
    62,000
    
    
    
    223,049
    
    
    
    20,525
    
    
    
    1,165,124Senior Vice President
    
    
    2009
    
    
    
    308,077
    
    
    
    
    
    
    
    21,200
    
    
    
    73,450
    
    
    
    
    
    
    
    37,610
    
    
    
    440,337and General Manager,
    
    
    2008
    
    
    
    300,000
    
    
    
    35,000
    
    
    
    64,990
    
    
    
    
    
    
    
    
    
    
    
    35,514
    
    
    
    435,504Communications Convergence
ProcessingGerald J. Hamilton
    
    
    2010
    
    
    
    252,500
    
    
    
    
    
    
    
    213,600
    
    
    
    62,000
    
    
    
    145,176
    
    
    
    13,796
    
    
    
    687,072Senior Vice President,
    
    
    2009
    
    
    
    250,000
    
    
    
    
    
    
    
    21,200
    
    
    
    56,500
    
    
    
    132,935
    
    
    
    13,429
    
    
    
    474,064Worldwide Sales
    
    
    2008
    
    
    
    247,308
    
    
    
    
    
    
    
    73,250
    
    
    
    
    
    
    
    135,369
    
    
    
    34,315
    
    
    
    490,242Kurt F. Busch
    
    
    2010
    
    
    
    268,975
    
    
    
    
    
    
    
    54,500
    
    
    
    62,000
    
    
    
    182,295
    
    
    
    22,600
    
    
    
    590,370Senior Vice President
and General Manager, 
High-Performance Analog
 
 (1)
    
    These amounts reflect the grant date fair value calculated in accordance with ASC 718 on the basis of
the fair market value of the underlying awards on the respective grant dates and without any
adjustment for estimated forfeitures. Assumptions used in the calculation of these amounts are
included in Note 12, Stock-Based Compensation,to our audited financial statements for the fiscal
year ended October 1, 2010, included in our annual report on Form 10-K filed with the SEC on November
22, 2010. The stock awards for Messrs. Halim, Medrek and Hamilton consist of awards of restricted
stock and unrestricted performance stock. The grant date fair value of the unrestricted performance
stock awards set forth in the table above, based on expected performance, is as follows: $1,128,000
for Mr. Halim; $225,600 for Mr. Medrek; and $75,200 for Mr. Hamilton. The grant date fair value of
these awards, assuming that the highest level of performance conditions will be achieved, is as
follows: $1,731,000 for Mr. Halim; $346,200 for Mr. Medrek; and $115,400 for Mr. Hamilton. The
unrestricted performance stock awards begin to vest on the date when the average of the closing price
of our common stock reaches certain minimum amounts over a consecutive 20-day trading period. The
vesting trigger price for 50% of each named executive officers award is $10.49 and the vesting
trigger price for the remaining 50% of each named executive officers award is $12.59, which
represents a 25% and 50% increase in the price of our common stock as of the grant date,
respectively. For more information on these awards, see the discussion above under the caption
Executive Officer and Director Compensation  Compensation Discussion and Analysis  Elements of
Compensation  Long-Term Incentive Equity Awards.(2)
    
    The amount shown as All Other Compensation includes the following perquisites and personal benefits: 21




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Retirement
    
    
    
    
    
    LiabilitySavings Plan
    
    Life
    
    Insurance
    
    Airline
    
    
    
    
    
    Financial
    
    Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    TaxContributions
    
    Insurance
    
    Premiums
    
    Club
    
    Club
    
    Services
    
    Management
    
    Health
    
    Physical
    
    Internet
    
    ReimbursementName
    
    (A)
    
    Premiums
    
    (B)
    
    Fees
    
    Dues (C)
    
    (C)(D)
    
    (E)
    
    Club
    
    Exams
    
    Reimbursement
    
    (F)Raouf Y. Halim
    
    $
    9,577
    
    
    $
    2,463
    
    
    $
    3,598
    
    
    $
    425
    
    
    $
    5,268
    
    
    $
    5,500
    
    
    
    
    
    
    $
    3,248
    
    
    $
    1,500
    
    
    $
    540
    
    
    $
    7,944Bret W. Johnsen
    
    
    12,150
    
    
    
    669
    
    
    
    1,248
    
    
    
    375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,400
    
    
    
    
    
    
    
    
    
    
    
    2,988Thomas J. Medrek
    
    
    11,141
    
    
    
    1,671
    
    
    
    1,248
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,976
    
    
    
    297
    
    
    
    
    
    
    
    
    
    
    
    192Gerald J. Hamilton
    
    
    9,715
    
    
    
    2,348
    
    
    
    1,248
    
    
    
    325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160Kurt F. Busch
    
    
    9,536
    
    
    
    571
    
    
    
    1,248
    
    
    
    399
    
    
    
    
    
    
    
    1,175
    
    
    
    
    
    
    
    5,355
    
    
    
    
    
    
    
    540
    
    
    
    3,776
  (A)
    
    Represents amounts we contributed pursuant to our retirement savings plan.(B)
    
    Represents amounts we paid for excess personal liability insurance coverage.(C)
    
    In May 2010, the compensation committee discontinued these perquisites.(D)
    
    Represents fees we paid on behalf of the executive for financial services provided by a third party, including financial counseling, tax return preparation and
estate planning.(E)
    
    Represents amount for property management fees we paid for Mr. Medreks former residence in connection with his relocation to Southern California.(F)
    
    We discontinued the practice of issuing tax reimbursement payments related to perquisites to our executive officers beginning in fiscal year 2011 in order to
be more in line with best pay practices.
 For more information about perquisites, see the discussion above under the caption
Executive Officer and Director Compensation  Compensation Discussion and Analysis 
Other Compensation Policies  Perquisites and Personal Benefits.(3)
    
    The amount disclosed for Mr. Johnsen represents a discretionary cash
bonus in recognition of his outstanding performance in fiscal year
2010, and is discussed further above under the caption Executive
Officer and Director Compensation  Compensation Discussion and
Analysis  Special Bonuses. Compensation Policies and Practices and Risk Management
  
    
    We structure our compensation to consist of both fixed and variable
compensation. The variable portions of compensation (short-term incentive-based cash and
equity compensation and long-term incentive equity compensation) are designed to: (i) align
the financial interests of our executive officers with those of our stockholders; and (ii)
pay for both short-and long-term corporate performance. For short-term performance, our
incentives are awarded based on pay-for-performance criteria that include: (i) net income;
(ii) operating profitability; and (iii) attainment of engineering and strategic business
development goals. For long-term performance, our stock option awards, restricted stock
awards and unrestricted performance stock awards (if the stock price-based vesting
thresholds are met) generally vest over three to four years. Stock option and unrestricted
performance stock awards, which vest only upon the achievement of certain stock price
appreciation thresholds, are only valuable, and, in some cases, only earned, if our stock
price increases over time. Our restricted stock awards generally vest quarterly over three
years. We feel these variable elements of compensation are a sufficient percentage of
overall compensation to motivate our executive officers to meet short-term business
objectives and produce superior long-term corporate results, while the fixed element is
appropriate and discourages the need for executive officers to take unnecessary or
excessive risks
in doing so. Fixed compensation is reviewed annually and adjusted periodically as discussed
above under the caption Executive Officer and Director Compensation  Compensation
Discussion and Analysis  Elements of Compensation  Cash Incentive Awards. Metrics used
in determining funding of the short-
 22




---



##### Table of Contents



term cash incentive awards are approved by the
compensation committee at the commencement of the fiscal year.
    
    We have strict internal controls over the measurement and calculation of
performance metrics, which are validated through multiple business units, thereby reducing
the risk of manipulation by any employee or executive. In addition, all of our employees
are required to undergo training on our code of business conduct and ethics, which covers,
among other things, accuracy of business records.
    
    We believe that our combined focus on income and profitability (through
short-term incentive cash and equity awards) and stock price (through long-term incentive
equity awards) naturally limits excessive or inappropriate risk-taking. The short-term
incentive mix of cash and equity awards is approved by the compensation committee, which
believes the mix of cash and equity awards, and the financial metrics used to determine the
amount of an executive officers annual short-term incentive cash and equity awards are
measures that drive long-term stockholder value. These measures include fiscal year net
income and cash generation, which encourages the pursuit of opportunities that enhance
stockholder value. The long-term incentive equity awards work to do the same; encourage
executive officers to look to long-term appreciation in value.
  
    
    an assessment and review of executive stock ownership levels to ensure there is
considerable incentive for management to consider our companys long-term interests because
a portion of their personal investment portfolio consists of our companys stock; and
    
    structure short-term incentive cash awards on a linear curve, thereby
eliminating award cliffs and performance accelerators between performance metric ranges.
  23




---



##### Table of Contents



Grants of Plan-Based Awards (2010)
  Estimated Possible Payouts Under
    
    Estimated Possible PayoutsNon-Equity Incentive Plan
    
    Under Equity Incentive PlanAwards(1)
    
    Awards(2)(3)AllOtherStock
    
    All OtherAwards:
    
    Option
    
    
    
    
    
    GrantNumber
    
    Awards:
    
    Exercise
    
    Date Fairof
    
    Number of
    
    or Base
    
    Value ofShares
    
    Securities
    
    Price of
    
    Stock andof Stock
    
    Underlying
    
    option
    
    OptionThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)(2)
    
    (#)(2)
    
    ($/Sh)
    
    (4)Raouf Y. Halim
    
    
    
    
    
    
    
    
    
    $
    512,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    $
    130,8003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    1,258,50011/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    $
    4.36
    
    
    
    148,8003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,128,000Bret W. Johnsen
    
    
    
    
    
    
    
    
    
    
    182,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    87,20011/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    4.36
    
    
    
    99,200Thomas J. Medrek
    
    
    
    
    
    
    
    
    
    
    180,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    54,5003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    251,70011/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    4.36
    
    
    
    62,0003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,600Gerald J. Hamilton
    
    
    
    
    
    
    
    
    
    
    138,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    54,5003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    83,90011/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    4.36
    
    
    
    62,0003/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,200Kurt F. Busch
    
    
    
    
    
    
    
    
    
    
    147,936
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    54,50011/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    4.36
    
    
    
    62,000
 
 (1)
    
    The non-equity incentive plan does not provide for a threshold or
maximum payout. The material terms of this plan are discussed
above under the caption Executive Officer and Director
Compensation  Compensation Discussion and Analysis  Elements
of Compensation  Cash Incentive Awards. The fiscal year 2011
cash bonus plan does provide for a maximum payout not to exceed
200% of target award amounts, and is discussed above under the
caption Executive Officer and Director Compensation 
Compensation Discussion and Analysis  Elements of Compensation
 Fiscal Year 2011 Cash Bonus Plan.(2)
    
    The material terms of these awards are discussed above under the
caption Executive Officer and Director Compensation 
Compensation Discussion and Analysis  Elements of Compensation
 Long-Term Incentive Equity Awards.(3)
    
    These unrestricted performance stock awards begin to vest on the
date when the average of the closing price of our common stock
reaches certain minimum
amounts over a consecutive 20-day trading period. The vesting trigger price for 50% of each named
executive officers award is $10.49 and the vesting trigger price
for the remaining 50% of each named executive officers award is
$12.59, which represents a 25% and 50% increase in the price of
our common stock as of the grant date, respectively.(4)
    
    These amounts reflect the grant date fair value calculated in
accordance with ASC 718 on the basis of the fair market value of
the underlying awards on the respective grant dates and without
any adjustment for estimated forfeitures. Assumptions used in the
calculation of these amounts are included in Note 12,
Stock-Based Compensation,to our audited financial statements
for the fiscal year ended October 1, 2010, included in our annual
report on Form 10-K filed with the SEC on November 22, 2010. 24




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End (2010)
  EquityIncentivePlanEquity
    
    Awards:Incentive
    
    Market orPlan
    
    PayoutAwards:
    
    Value ofNumber of
    
    UnearnedUnearned
    
    Shares,Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Market Value
    
    Shares,
    
    Units orSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    of Shares or
    
    Units or
    
    OtherUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of Stock
    
    Other
    
    Rights ThatUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    That Have
    
    Rights that
    
    Have NotOptions (#)
    
    Options (#)
    
    Exercise
    
    Expiration
    
    Have Not
    
    Not Vested
    
    Have Not
    
    VestedName
    
    Grant Date
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    Date
    
    Vested (#)
    
    ($)(1)
    
    Vested (#)
    
    ($)(2)Raouf Y. Halim
    
    
    10/27/2000
    
    
    
    1,715
    
    
    
    
    
    
    $
    22.0295
    
    
    
    10/27/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/30/2001
    
    
    
    191,185
    
    
    
    
    
    
    
    9.001
    
    
    
    3/30/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/3/2002
    
    
    
    64
    
    
    
    
    
    
    
    11.793
    
    
    
    4/2/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/3/2002
    
    
    
    32,121
    
    
    
    
    
    
    
    11.793
    
    
    
    4/3/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/15/2003
    
    
    
    60,000
    
    
    
    
    
    
    
    13.25
    
    
    
    8/15/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/30/2004
    
    
    
    30,000
    
    
    
    
    
    
    
    17.765
    
    
    
    7/30/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/28/2005
    
    
    
    36,000
    
    
    
    
    
    
    
    11.40
    
    
    
    1/28/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/2/2007
    
    
    
    50,000
    
    
    
    
    
    
    
    10.95
    
    
    
    2/2/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/24/2008
    
    
    
    28,125
    
    
    
    75,000
    
    
    
    3.87
    
    
    
    7/24/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    74,994
    
    
    
    105,006
    
    
    
    2.12
    
    
    
    4/30/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    15,000
    
    
    
    45,000
    
    
    
    4.36
    
    
    
    11/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,375
    
    
    $
    265,719
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    57,975
    
    
    
    
    
    
    
    3/10/2010
    (A)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    
    966,250
    
    
    
    
    
    
    
    3/10/2010
    (B)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    1,731,000Bret W. Johnsen
    
    
    7/24/2008
    
    
    
    20,833
    
    
    
    91,667
    
    
    
    3.87
    
    
    
    7/24/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    4,166
    
    
    
    29,169
    
    
    
    2.12
    
    
    
    4/30/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    10,000
    
    
    
    30,000
    
    
    
    4.36
    
    
    
    11/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,375
    
    
    
    265,719
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    38,650
    
    
    
    
    
    
    
    Thomas J. Medrek
    
    
    10/27/2000
    
    
    
    416
    
    
    
    
    
    
    
    22.0295
    
    
    
    10/27/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/30/2001
    
    
    
    4,302
    
    
    
    
    
    
    
    9.001
    
    
    
    3/29/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/15/2003
    
    
    
    20,000
    
    
    
    
    
    
    
    13.25
    
    
    
    8/15/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/16/2004
    
    
    
    15,000
    
    
    
    
    
    
    
    15.50
    
    
    
    7/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/30/2004
    
    
    
    10,999
    
    
    
    
    
    
    
    17.765
    
    
    
    7/30/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/28/2005
    
    
    
    12,000
    
    
    
    
    
    
    
    11.40
    
    
    
    1/28/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/2/2007
    
    
    
    12,500
    
    
    
    
    
    
    
    10.95
    
    
    
    2/2/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    27,080
    
    
    
    37,920
    
    
    
    2.12
    
    
    
    4/30/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    6,250
    
    
    
    18,750
    
    
    
    4.36
    
    
    
    11/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,875
    
    
    
    53,144
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,125
    
    
    
    24,156
    
    
    
    
    
    
    
    3/10/2010
    (A)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    193,250
    
    
    
    
    
    
    
    3/10/2010
    (B)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    346,200Gerald J. Hamilton
    
    
    8/15/2003
    
    
    
    6,667
    
    
    
    
    
    
    
    13.25
    
    
    
    8/15/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/30/2004
    
    
    
    3,500
    
    
    
    
    
    
    
    16.15
    
    
    
    7/30/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/28/2005
    
    
    
    4,860
    
    
    
    
    
    
    
    11.40
    
    
    
    1/28/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/4/2006
    
    
    
    5,000
    
    
    
    
    
    
    
    7.45
    
    
    
    8/4/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/2/2007
    
    
    
    12,500
    
    
    
    
    
    
    
    10.95
    
    
    
    2/2/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    4,166
    
    
    
    29,169
    
    
    
    2.12
    
    
    
    4/30/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    6,250
    
    
    
    18,750
    
    
    
    4.36
    
    
    
    11/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,875
    
    
    
    53,144
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,125
    
    
    
    24,156
    
    
    
    
    
    
    
    3/10/2010
    (A)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,334
    
    
    
    64,422
    
    
    
    
    
    
    
    3/10/2010
    (B)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    115,400Kurt F. Busch
    
    
    11/15/2007
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    7.00
    
    
    
    11/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/14/2008
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    3.96
    
    
    
    8/14/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    9,581
    
    
    
    20,419
    
    
    
    2.12
    
    
    
    4/30/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/15/2009
    
    
    
    592
    
    
    
    1,185
    
    
    
    1.70
    
    
    
    1/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/15/2009
    
    
    
    433
    
    
    
    867
    
    
    
    1.70
    
    
    
    2/2/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    6,250
    
    
    
    18,750
    
    
    
    4.36
    
    
    
    11/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/15/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    23,190
    
    
    
    
    
    
    
    4/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,875
    
    
    
    53,144
    
    
    
    
    
    
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,125
    
    
    
    24,156
    
    
    
    
    
    
    
    
 
 (1)
    
    The market value noted in this column was determined by
multiplying the number of unvested shares by $7.73, the closing
price of our common stock on the last business day of fiscal year
2010.(2)
    
    The market value noted in this column was determined by
multiplying the number of unvested shares by the price of our
common stock, which triggers vesting for such shares. 25




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##### Table of Contents



Stock Option Award Vesting Schedule
  Grant Date
    
    Vesting10/27/2000
    
    Options vested as to 50% of the underlying award on each anniversary of
the grant date for two years.3/30/2001
    
    Options vested as to 50% of the underlying award on the first
anniversary of the grant date and as to 25% of the underlying award on
each anniversary of the grant date for two years thereafter.4/3/2002
    
    These options were repriced options from earlier grants. Each repriced
grant retained its original vesting schedule and the original grant
dates are as follows: 16,092 options were granted on February 10, 2000;
and 16,093 options were granted on July 24, 2000. The vesting schedule
for each of these grants provided for 25% of the underlying award to
vest on each anniversary of the grant date for four years.8/15/2003
7/16/2004
8/4/2006
11/15/2007
8/14/2008
    
    Options vested as to 25% of the underlying award on each anniversary of
the grant date for four years.7/30/2004
    
    Options vested as to 25% of the underlying award on the first
anniversary of the grant date and as to 2.083% of the underlying award
each month for three years thereafter.1/28/2005
    
    Options vested as to 50% of the underlying award on the six month
anniversary of the grant date and as to 50% of the underlying award on
the one year anniversary of the grant date.2/2/2007
    
    Options vested as to 12.5% of the underlying award on the fifteen month
anniversary of the grant date and as to 12.5% of the underlying award
each three months for two years thereafter.7/24/2008
    
    Options vested as to 25% of the underlying award on the first
anniversary of the grant date and will continue to vest as to 2.083% of
the underlying award each month for three years thereafter.4/30/2009
    
    Options vested as to 33% of the underlying award on the first
anniversary of the grant date and will continue to vest as to 8.33% of
the underlying award each three months for two years thereafter.5/15/2009
    
    These options were granted in exchange for earlier grants of 8,000
options awarded on January 6, 2006 and 2,600 options awarded on February
2, 2007. The options vested as to 33% of the underlying awards on the
first anniversary of the new grant date and will continue to vest as to
33% of the underlying awards each year for two years thereafter.11/20/2009
    
    Options vested as to 8.33% of the underlying award on the three month
anniversary of the grant date and will continue to vest as to 8.33% of
the underlying award each three months thereafter.
 26




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##### Table of Contents



Restricted Stock Award Vesting Schedule
  Grant Date
    
    Vesting11/15/2007
    
    The shares of restricted stock vested as to 25% of the underlying award
on October 31, 2008 and will continue to vest as to 25% of the
underlying award on each anniversary thereof for three years thereafter.4/30/2009
    
    The shares of restricted stock vested as to 25% of the underlying award
on May 6, 2010 and will continue to vest as to 6.25% of the underlying
award each three months for three years thereafter.11/20/2009
    
    The shares of restricted stock vested as to 25% of the underlying award
on June 10, 2010 and as to 25% of the underlying
award each three months thereafter.3/10/2010(A)
    
    The shares of restricted stock vested as to 8.33% of the underlying
award each three months after the grant date.3/10/2010(B)
    
    The unrestricted performance stock awards begin to vest on the date when
the average of the closing price of our common stock reaches certain
minimum amounts over a consecutive
20-day trading period. The vesting
trigger price for 50% of each named executive officers award is $10.49
and the vesting trigger price for the remaining 50% of each named
executive officers award is $12.59, which represents a 25% and 50%
increase in the price of our common stock as of the grant date,
respectively. On the date the awards begin to vest, 8.33% of the shares
of common stock underlying the awards will vest for each completed three
month period from the grant date to the date the awards begin to vest.
An additional 8.33% of the shares of common stock underlying the awards
will vest on each three month anniversary date of the date the awards
begin to vest. For more information on these awards, see the discussion
above under the caption Executive Officer and Director Compensation 
Compensation Discussion and Analysis  Elements of Compensation 
Long-Term Incentive Equity Awards.
 27




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##### Table of Contents



Option Exercises and Stock Vested (2010)
  Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized on
    
    Number of Shares
    
    Value Realized onAcquired on
    
    Exercise
    
    Acquired on Vesting
    
    VestingName
    
    Exercise (#)
    
    ($)(1)
    
    (#)
    
    ($)(2)Raouf Y. Halim
    
    
    46,875
    
    
    $
    123,281
    
    
    
    74,709
    
    
    $
    551,351Bret W. Johnsen
    
    
    104,165
    
    
    
    669,315
    
    
    
    30,625
    
    
    
    249,406Thomas J. Medrek
    
    
    6,149
    
    
    
    18,824
    
    
    
    20,300
    
    
    
    149,040Gerald J. Hamilton
    
    
    33,811
    
    
    
    174,457
    
    
    
    20,041
    
    
    
    145,045Kurt F. Busch
    
    
    5,000
    
    
    
    38,350
    
    
    
    16,188
    
    
    
    113,448
 
 (1)
    
    We computed the dollar amount realized upon exercise by
multiplying the number of shares by the difference between the market
price of the underlying securities at exercise and the exercise price of the
options.(2)
    
    We computed the dollar amount realized upon vesting by multiplying the number of shares by
the market price of the underlying securities on the vesting date. 28




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##### Table of Contents



Potential Payments upon Termination or Change-in-Control (2010)
   
    
    the termination event occurred on the last day of fiscal year 2010;
    
    all payments are made in a lump sum on the date of termination;
    
    we are current on all obligations owed to the executive through the date of termination
(including salary and bonus, but excluding accrued vacation); and
    
    the executive does not find new employment with another employer within two years.
  Qualified
    
    
    Termination for
    
    
    TerminationTermination in
    
    
    Reason Other than
    
    
    for AnyConnection with a
    
    
    Personal
    
    
    OtherName
    
    Death
    
    
    Change of Control
    
    
    Performance
    
    
    ReasonRaouf Y. HalimAccrued Vacation(1)
    
    $
    72,407
    
    
    $
    72,407
    
    
    $
    72,407
    
    
    $
    72,4072003 Long-Term Incentives Plan
    
    
    3,479,677
    
    
    
    
    
    
    
    
    
    
    
    Change of Control Agreement
Multiplied Salary(2)
    
    
    
    
    
    
    1,650,000
    
    
    
    
    
    
    
    Multiplied Annual Bonus(3)
    
    
    
    
    
    
    1,650,000
    
    
    
    
    
    
    
    Welfare Benefits(4)
    
    
    
    
    
    
    30,388
    
    
    
    
    
    
    
    Outplacement Services(5)
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    Acceleration of Equity Awards(6)
    
    
    
    
    
    
    3,479,677
    
    
    
    
    
    
    
    Gross-up Payment
    
    
    
    
    
    
    3,205,937
    
    
    
    
    
    
    
    Total
    
    $
    3,552,084
    
    
    $
    10,100,409
    
    
    $
    72,407
    
    
    $
    72,407Bret W. JohnsenAccrued Vacation(1)
    
    $
    2,750
    
    
    $
    2,750
    
    
    $
    2,750
    
    
    $
    2,7502003 Long-Term Incentives Plan
    
    
    922,941
    
    
    
    
    
    
    
    
    
    
    
    Change of Control Agreement
Multiplied Salary(2)
    
    
    
    
    
    
    630,000
    
    
    
    
    
    
    
    Multiplied Annual Bonus(3)
    
    
    
    
    
    
    378,000
    
    
    
    
    
    
    
    Welfare Benefits(4)
    
    
    
    
    
    
    29,696
    
    
    
    
    
    
    
    Outplacement Services(5)
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    Acceleration of Equity Awards(6)
    
    
    
    
    
    
    922,941
    
    
    
    
    
    
    
    Gross-up Payment
    
    
    
    
    
    
    845,743
    
    
    
    
    
    
    
    Total
    
    $
    925,691
    
    
    $
    2,821,130
    
    
    $
    2,750
    
    
    $
    2,750Thomas J. MedrekAccrued Vacation(1)
    
    $
    39,898
    
    
    $
    39,898
    
    
    $
    39,898
    
    
    $
    39,8982003 Long-Term Incentives Plan
    
    
    725,225
    
    
    
    
    
    
    
    
    
    
    
    Change of Control Agreement
Multiplied Salary(2)
    
    
    
    
    
    
    702,000
    
    
    
    
    
    
    
    Multiplied Annual Bonus(3)
    
    
    
    
    
    
    386,100
    
    
    
    
    
    
    
    Welfare Benefits(4)
    
    
    
    
    
    
    29,806
    
    
    
    
    
    
    
    Outplacement Services(5)
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    Acceleration of Equity Awards(6)
    
    
    
    
    
    
    778,369
    
    
    
    
    
    
    
    Gross-up Payment
    
    
    
    
    
    
    829,932
    
    
    
    
    
    
    
    
 29




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##### Table of Contents



Qualified
    
    
    Termination for
    
    
    TerminationTermination in
    
    
    Reason Other than
    
    
    for AnyConnection with a
    
    
    Personal
    
    
    OtherName
    
    Death
    
    
    Change of Control
    
    
    Performance
    
    
    ReasonTotal
    
    $
    765,123
    
    
    $
    2,778,105
    
    
    $
    39,898
    
    
    $
    39,898Gerald J. HamiltonAccrued Vacation(1)
    
    $
    17,773
    
    
    $
    17,773
    
    
    $
    17,773
    
    
    $
    17,7732003 Long-Term Incentives Plan
    
    
    445,847
    
    
    
    
    
    
    
    
    
    
    
    Change of Control Agreement
Multiplied Salary(2)
    
    
    
    
    
    
    520,000
    
    
    
    
    
    
    
    Multiplied Annual Bonus(3)
    
    
    
    
    
    
    286,000
    
    
    
    
    
    
    
    Welfare Benefits(4)
    
    
    
    
    
    
    29,440
    
    
    
    
    
    
    
    Outplacement Services(5)
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    Acceleration of Equity Awards(6)
    
    
    
    
    
    
    445,847
    
    
    
    
    
    
    
    Gross-up Payment
    
    
    
    
    
    
    474,334
    
    
    
    
    
    
    
    Total
    
    $
    463,620
    
    
    $
    1,785,394
    
    
    $
    17,773
    
    
    $
    17,773Kurt BuschAccrued Vacation(1)
    
    $
    8,446
    
    
    $
    8,446
    
    
    $
    8,446
    
    
    $
    8,4462003 Long-Term Incentives Plan
    
    
    310,912
    
    
    
    
    
    
    
    
    
    
    
    Change of Control Agreement
Multiplied Salary(2)
    
    
    
    
    
    
    561,800
    
    
    
    
    
    
    
    Multiplied Annual Bonus(3)
    
    
    
    
    
    
    308,990
    
    
    
    
    
    
    
    Welfare Benefits(4)
    
    
    
    
    
    
    29,594
    
    
    
    
    
    
    
    Outplacement Services(5)
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    Acceleration of Equity Awards(6)
    
    
    
    
    
    
    310,912
    
    
    
    
    
    
    
    Gross-up Payment
    
    
    
    
    
    
    527,351
    
    
    
    
    
    
    
    Total
    
    $
    319,358
    
    
    $
    1,759,093
    
    
    $
    8,446
    
    
    $
    8,446
 
 (1)
    
    Our named executive officers are entitled to payments for their accrued
vacation time regardless of the reason for the termination of their
employment. The amounts of these payments vary with respect to each
individual officer.(2)
    
    The multiple used for the salary figure for Mr. Halim as our chief
executive officer is three. The multiple used for all other named
executive officers is two. The salary figure is based on the named
executive officers base annual salary as of the end of fiscal year
2010.(3)
    
    The multiple used for the annual bonus figure for Mr. Halim as our
chief executive officer is three. The multiple used for all other named
executive officers is two. The annual bonus amount used is based on
individual target incentive amounts for each named executive officer as
established by the compensation committee for fiscal year 2010.(4)
    
    Welfare benefits include the following benefits (based on annual value): Basic Life and
    
    Long-TermName
    
    Medical
    
    Dental
    
    Vision
    
    AD&D
    
    DisabilityMr. Halim
    
    $
    12,467
    
    
    $
    1,533
    
    
    $
    147
    
    
    $
    822
    
    
    $
    225Mr. Johnsen
    
    
    12,467
    
    
    
    1,533
    
    
    
    147
    
    
    
    476
    
    
    
    225Mr. Medrek
    
    
    12,467
    
    
    
    1,533
    
    
    
    147
    
    
    
    531
    
    
    
    225Mr. Hamilton
    
    
    12,467
    
    
    
    1,533
    
    
    
    102
    
    
    
    393
    
    
    
    225Mr. Busch
    
    
    12,467
    
    
    
    1,533
    
    
    
    147
    
    
    
    425
    
    
    
    225
 (5)
    
    The value of outplacement services is estimated based on industry standards.(6)
    
    The value of accelerated option awards is calculated by multiplying the
number of outstanding but unvested options by the difference between the
exercise price of the option and $7.73, the closing price of our common
stock on the last business day of fiscal year 2010. The value of
accelerated restricted stock awards is calculated by multiplying the number
of outstanding but unvested shares of restricted stock by $7.73, the
closing price of our common stock on the last business day of fiscal year
2010.
 30




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##### Table of Contents



Plan and Agreement Affecting Potential Payments upon Termination or Change-in-Control
 2003 Long-Term Incentives Plan
   Change of Control Agreement
  31




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##### Table of Contents



Director Compensation (2010)
  Fees Earned
    
    Stock
    
    Optionor Paid in
    
    Awards
    
    AwardsName(1)
    
    Cash ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    Total ($)Dwight W. Decker
    
    $
    101,250
    
    
    $
    25,170
    
    
    $
    416,972
    (5)
    
    $
    543,392
    (5)Robert J. Conrad (6)
    
    
    4,565
    
    
    
    
    
    
    
    32,000
    
    
    
    36,565Michael T. Hayashi
    
    
    75,000
    
    
    
    25,170
    
    
    
    20,320
    
    
    
    120,490Ming Louie
    
    
    65,000
    
    
    
    25,170
    
    
    
    20,320
    
    
    
    110,490Thomas A. Madden
    
    
    83,750
    
    
    
    25,170
    
    
    
    20,320
    
    
    
    129,240Jerre L. Stead
    
    
    76,250
    
    
    
    25,170
    
    
    
    20,320
    
    
    
    121,740
 
 (1)
    
    Mr. Halim serves as a member of the board and also as our chief
executive officer. Mr. Halim did not receive any compensation for
serving as a member of the board, but is compensated for serving
as our chief executive officer.(2)
    
    Represents the amount of cash compensation earned during fiscal
year 2010 for service on the board and committees of the board,
as applicable. For more information on how the directors were
compensated, please see the explanation set forth below.(3)
    
    These amounts reflect the grant date fair value calculated in
accordance with ASC 718 on the basis of the fair market value of
the underlying awards on the respective grant dates and without
any adjustment for estimated forfeitures. Assumptions used in the
calculation of these amounts are included in Note 12,
Stock-Based Compensation,to our audited financial statements
for the fiscal year ended October 1, 2010, included in our annual
report on Form 10-K filed with the SEC on November 22, 2010. On
March 10, 2010, we awarded each of our non-employee directors,
other than Mr. Conrad, 3,000 restricted stock units. These awards
were granted pursuant to our directors stock plan. As of the end of fiscal year 2010, each of the following directors held awards of restricted
stock in the aggregate amounts set forth in the table below, subject to the terms of their
award agreements:
 Aggregate Numberof Shares ofRestricted StockName
    
    (#)Dwight W. Decker
    
    
    5,000Robert J. Conrad
    
    
    Michael T. Hayashi
    
    
    5,000Ming Louie
    
    
    5,000Thomas A. Madden
    
    
    5,000Jerre L. Stead
    
    
    5,000
 32




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##### Table of Contents



As of the end of fiscal year 2010, each of the following directors held awards of restricted
stock units in the aggregate amounts set forth in the table below, subject to the terms of
their award agreements:
 Aggregate Number ofRestricted Stock UnitsName
    
    (#)Dwight W. Decker
    
    
    9,000Robert J. Conrad
    
    
    Michael T. Hayashi
    
    
    9,000Ming Louie
    
    
    9,000Thomas A. Madden
    
    
    9,000Jerre L. Stead
    
    
    9,000
 (4)
    
    These amounts reflect the grant date
fair value calculated in accordance
with ASC 718 on the basis of the fair
market value of the underlying awards
on the respective grant dates and
without any adjustment for estimated
forfeitures. Assumptions used in the
calculation of these amounts are
included in Note 12, Stock-Based
Compensation,to our audited
financial statements for the fiscal
year ended October 1, 2010, included
in our annual report on Form 10-K
filed with the SEC on November 22,
2010. On March 10, 2010, we awarded
each of the following non-employee
directors options to acquire 4,000
shares of our common stock pursuant to
our directors stock plan: Messrs.
Decker, Hayashi, Louie, Madden and
Stead. Mr. Conrad, who was elected to
the board on August 18, 2010, was
awarded options to acquire 8,000
shares of our common stock pursuant to
our directors stock plan.As of the end of fiscal year 2010,
each of the following directors held
awards of stock options to purchase
shares of our common stock in the
aggregate amounts set forth in the
table below, subject to the terms of
their award agreements: Aggregate Number ofStock OptionsName
    
    (#)Dwight W. Decker
    
    
    201,655Robert J. Conrad
    
    
    8,000Michael T. Hayashi
    
    
    28,000Ming Louie
    
    
    36,000Thomas A. Madden
    
    
    36,000Jerre L. Stead
    
    
    47,439
 
 (5)
    
    In March 2010, the compensation committee approved an amendment to the terms of Mr. Deckers options to
acquire an aggregate of 166,455 shares of our common stock. The stock options were derived from stock
options granted to Mr. Decker by Conexant during his employment with Conexant prior to the distribution
of all shares of our common stock to Conexants stockholders on June 27, 2003 and were scheduled to
expire on March 31, 2010. In recognition of Mr. Deckers past and continuing contributions to our
business, the compensation committee extended the exercisability period of these stock options until the
earlier of: (i) 90 days following the resignation, retirement or removal of Mr. Decker from the board;
and (ii) the expiration date for the stock options. The amount in the table reflects the incremental
increase in fair value of these stock options, as of the modification date, as a result of the extension
of their exercisability period of $396,652(6)
    
    Mr. Conrad was appointed to the board and governance and compensation committees on August 18, 2010.  33




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  34




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##### Table of Contents



Notwithstanding anything to the contrary set forth in any of our filings under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate
future filings, including this annual report on Form 10-K , in whole or in part, the Compensation
Committee Report, which follows does not constitute soliciting material and shall not be deemed
filed or incorporated by reference into any such filings, except to the extent that we specifically
incorporate any such information into any such future filings.
 Compensation Committee Report
   Chairman
 35




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Equity Compensation Plan Information
  Number of SecuritiesNumber of Securities
    
    
    
    
    
    Remaining Available forto be Issued upon
    
    Weighted-Average
    
    Future Issuance UnderExercise of
    
    Exercise Price of
    
    Equity CompensationOutstanding Options,
    
    Outstanding Options,
    
    Plans (ExcludingWarrants and Rights
    
    Warrants and Rights
    
    Securities Reflected inPlan Category
    
    (a)
    
    (b)
    
    Column (a)) (c)Equity compensation plans
approved by stockholders2003 long-term incentives plan(1)
    
    
    1,994,141
    
    
    
    $    4.96
    
    
    
    1,112,8092003 stock option plan
    
    
    517,183
    
    
    
    9.60
    
    
    
    Directors stock plan(2)
    
    
    249,000
    
    
    
    13.37
    
    
    
    144,371Equity compensation plans not
approved by stockholders(3)
    
    
    184,500
    
    
    
    5.44
    
    
    
    Total(4)
    
    
    2,944,824
    
    
    
    6.41
    
    
    
    1,257,180
 (1)
    
    As of the end of fiscal year 2010, under our 2003 long-term incentives
plan, there were awards of: (i) 389,734 shares of restricted stock
outstanding; and (ii) 190,000 shares of unrestricted performance stock
outstanding.(2)
    
    As of the end of fiscal year 2010, under our directors stock plan,
there were awards of 25,000 shares of restricted stock outstanding.
The weighted-average exercise price set forth above excludes 45,000
restricted stock units, which are exercisable for no consideration.(3)
    
    The securities set forth above relate to inducement grants made
pursuant to NASDAQ Listing Rule 5635(c)(4) to Mr. Johnsen, Ms. Garcia
and two non-executive officers. Mr. Johnsens inducement grant
consists of 112,500 stock options, the material terms of which are set
forth in the Outstanding Equity Awards at Fiscal Year-End (2010)
table above. Ms. Garcias inducement grant consists of 30,000 stock
options, which vest as to 25% of the underlying award on each of the
first four anniversaries of the grant date (June 25, 2010), and which
have an exercise price of $8.28 per share. The inducement grants made
to the two non-executive officers consist of a total of 42,000 stock
options.
As of the end of fiscal year 2010, under equity compensation plans not
approved by stockholders, there were awards of 28,500 shares of
restricted stock outstanding, including 15,000 shares of restricted
stock granted to Ms. Garcia as an inducement grant, which vest as to
25% of the underlying award on August 1, 2011 and as to 6.25% of the
underlying award each quarter for three years thereafter.(4)
    
    As of the end of fiscal year 2010, under all plans combined, there
were awards of: (i) 443,234 shares of restricted stock outstanding;
and (ii) 190,000 shares of unrestricted performance stock outstanding.
The weighted-average exercise price set forth above excludes 45,000
restricted stock units, which are exercisable for no consideration. 36




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##### Table of Contents



Security Ownership of Certain Beneficial Owners and Management
  Common Stock(1)PercentName
    
    Shares
    
    of Class5% StockholdersFederated Investors, Inc.(2)1001 Liberty AvenuePittsburgh, PA 15222
    
    
    2,982,000
    
    
    
    9.18
    %AQR Capital Management, LLC(3)Two Greenwich Plaza, 3rd Floor

Greenwich, CT 06830
    
    
    2,531,640
    
    
    
    7.23
    %Conexant Systems, Inc.(4)4000 MacArthur Boulevard, West Tower

Newport Beach, CA 92660
    
    
    6,109,113
    
    
    
    15.82
    %DirectorsDwight W. Decker(5)
    
    
    476,313
    
    
    
    1.46
    %Raouf Y. Halim(5)
    
    
    932,690
    
    
    
    2.82
    %Robert J. Conrad(6)
    
    
    0
    
    
    
    *Michael T. Hayashi(5)
    
    
    32,600
    
    
    
    *Ming Louie(5)
    
    
    40,000
    
    
    
    *Thomas A. Madden(5)
    
    
    40,000
    
    
    
    *Jerre L. Stead(5)
    
    
    55,971
    
    
    
    *Named Executive OfficersBret W. Johnsen(5)
    
    
    135,742
    
    
    
    *Thomas J. Medrek(5)
    
    
    243,141
    
    
    
    *Gerald J. Hamilton(5)(7)
    
    
    97,138
    
    
    
    *Kurt F. Busch(5)
    
    
    60,928
    
    
    
    *All current directors and executive officers as a group (15 persons)(5)
    
    
    2,239,593
    
    
    
    6.83
    %
 
 *
    
    Represents less than 1% of our outstanding common stock.(1)
    
    Unless otherwise indicated, each persons address is c/o Mindspeed
Technologies, Inc., 4000 MacArthur Boulevard, East Tower, Newport
Beach, California 92660. If a stockholder holds options or other
securities that are exercisable or otherwise convertible into our
common stock within 60 days of November 30, 2010, we treat the
common stock underlying those securities as owned by that
stockholder, and as outstanding shares when we calculate that
stockholders percentage ownership of our common stock. However, we
do not consider that common stock to be outstanding when we
calculate the percentage ownership of any other stockholder.(2)
    
    This information is based on a Form 13F filed on October 19, 2010,
by Federated Investors, Inc. on behalf of its wholly-owned
subsidiaries, Federated Equity Management Company of Pennsylvania
and Federated Global Investment Management Corp. Pursuant to Rule
13F-1(b) under the Securities Exchange Act of 1934, as amended,
Federated Investors is deemed to exercise investment discretion,
which may or may not constitute beneficial ownership, over
2,010,000 shares of our common stock and 972,000 shares of our
common stock with Federated Equity and Federated Global,
respectively. Federated Equity and Federated Global report sole 37




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##### Table of Contents



voting power over 2,010,000 shares of our common stock and 972,000
shares, respectively.(3)
    
    Represents shares of our common stock issuable upon conversion of
our convertible notes. This information is based on a Schedule
13G/A filed on February 5, 2010, by AQR Capital Management, LLC and
AQR Absolute Return Master Account L.P. Each of AQR Capital
Management and AQR Absolute Return Master Account shares voting and
dispositive power over the reported shares.(4)
    
    In connection with the spin-off of our company from Conexant in
June 2003 and the distribution of our common stock by Conexant to
its stockholders, we issued Conexant a warrant to purchase 6
million shares of our common stock at a price of $17.04 per share
(subject to adjustment in certain circumstances), exercisable
through June 27, 2013. The warrants may not be exercised to the
extent that such exercise would result in the holder of the
warrants owning at any one time more than 10% of our outstanding
common stock. In accordance with the anti-dilution provisions of
the warrant, the number of shares of our common stock subject to
the warrant has been subsequently increased to 6,109,113, and the
exercise price was decreased to $16.74 per share.(5)
    
    Includes shares that could be purchased by the exercise of options
on November 30, 2010, or within 60 days thereafter, as follows:
162,222 for Mr. Decker; 556,240 for Mr. Halim; 18,000 for Mr.
Hayashi; 26,000 for Mr. Louie; 26,000 for Mr. Madden; 37,439 for
Mr. Stead; 59,166 for Mr. Johnsen; 115,631 for Mr. Medrek; 49,193
for Mr. Hamilton; 29,856 for Mr. Busch and 1,135,161 for all of the
current directors and executive officers as a group.(6)
    
    Mr. Conrad was appointed to the board on August 18, 2010.(7)
    
    Includes shares in which the individual has shared investment power
due to marital dissolution proceedings. 38




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
 Change of Control Agreements
  Indemnification Agreements
  Severance Agreements
    39




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##### Table of Contents



Spin-off from Conexant
 Warrant
  Common Directors
  Sublease
  Other Agreements
  Review, Approval or Ratification of Transactions with Related Persons
 www.mindspeed.com
 40




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www.mindspeed.com
 Director Independence
  41




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Item 14. Principal Accounting Fees and Services
 Principal Accounting Fees and Services
  Type of Fees
    
    2010
    
    
    2009Audit fees(1)
    
    $
    650,794
    
    
    $
    638,394Audit-related fees
    
    
    
    
    
    
    Tax fees(2)
    
    
    31,948
    
    
    
    20,104All other fees
    
    
    
    
    
    
    Total
    
    $
    682,742
    
    
    $
    658,498
 
 (1)
    
    Audit fees consisted of fees for professional services rendered
for the audit of our annual financial statements, review of our
quarterly financial statements, services normally provided in
connection with statutory and regulatory filings and, for fiscal
year 2010 only, audit of our internal control over financial
reporting and attestation of managements report on the
effectiveness of internal control over financial reporting.(2)
    
    Tax fees consisted of fees for professional services rendered for
tax compliance, tax advice and tax planning. Audit Committee Pre-Approval of Audit and Non-Audit Services
  42




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements
   Supplemental Schedules
 Schedule II  Valuation and Qualifying Accounts
  Exhibits
 3.1
    
    Restated Certificate of Incorporation of the Registrant, filed as Exhibit 4.1 to the Registrants
Registration Statement on Form S-3 (Registration Statement No. 333-106146), is incorporated herein
by reference.3.2
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on July 1, 2008, is incorporated
herein by reference (SEC File No. 001-31650).3.3
    
    Certificate of Designation of Series B Junior Participating Preferred Stock, filed as Exhibit 3.1
to the Registrants Current Report on Form 8-K filed on August 10, 2009, is incorporated herein by
reference (SEC File No. 001-31650).3.4
    
    Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrants Annual
Report on Form 10-K for the fiscal year ended September 30, 2005, is incorporated herein by
reference (SEC File No. 000-50499).4.1
    
    Specimen certificate for the Registrants Common Stock, par value $.01 per share, filed as Exhibit
4.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2008,
is incorporated herein by reference (SEC File No. 001-31650).4.2
    
    Rights Agreement dated as of June 26, 2003, by and between the Registrant and Mellon Investor
Services LLC, as Rights Agent, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
filed on July 1, 2003, is incorporated herein by reference (SEC File No. 001-31650).4.3
    
    First Amendment to Rights Agreement, dated as of December 6, 2004, by and between the Registrant
and Mellon Investor Services LLC, filed as Exhibit 4.4 to the Registrants Current Report on Form
8-K filed on December 8, 2004, is incorporated herein by reference (SEC File No. 001-31650).4.4
    
    Second Amendment to Rights Agreement, dated as of June 16, 2008, by and between the Registrant and
Mellon Investor Services LLC, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
filed on June 18, 2008, is incorporated herein by reference (SEC File No. 000-50499).4.5
    
    Section 382 Rights Agreement, dated as of August 9, 2009, between the Registrant and Mellon
Investor Services LLC, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
on August 10, 2009, is incorporated herein by reference (SEC File No. 001-31650).4.6
    
    Common Stock Purchase Warrant dated June 27, 2003, filed as Exhibit 4.5 to the Registrants
Registration Statement on Form S-3, is incorporated herein by reference (Registration Statement
No. 333-109523).4.7
    
    Registration Rights Agreement dated as of June 27, 2003, by and between the Registrant and
Conexant Systems, Inc., filed as Exhibit 4.6 to the Registrants Registration Statement on Form
S-3 (Registration Statement No. 333-109523), is incorporated herein by reference.4.8
    
    Indenture, dated as of August 1, 2008, between the Registrant and Wells Fargo Bank, N.A., filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on August 4, 2008, is
incorporated herein by reference (SEC File No. 001-31650).
 43




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##### Table of Contents



4.9
    
    Form of 6.50% Convertible Senior Notes due 2013, attached as Exhibit A to the Indenture (Exhibit
4.8 hereto), is incorporated herein by reference.10.1
    
    Distribution Agreement dated as of June 27, 2003, by and between Conexant Systems, Inc. and the
Registrant, filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on July 1,
2003, is incorporated herein by reference (SEC File No. 001-31650).10.2
    
    Employee Matters Agreement dated as of June 27, 2003, by and between Conexant Systems, Inc. and
the Registrant, filed as Exhibit 2.2 to the Registrants Current Report on Form 8-K filed on July
1, 2003, is incorporated herein by reference (SEC File No. 001-31650).10.3
    
    Amendment No. 1 to Employee Matters Agreement dated as of June 27, 2003, by and between Conexant
Systems, Inc. and the Registrant, dated January 13, 2005, filed as Exhibit 10.3 to the
Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2005, is
incorporated herein by reference (SEC File No. 000-50499).10.4
    
    Amendment No. 2 to Employee Matters Agreement dated as of June 27, 2003, by and between Conexant
Systems, Inc. and the Registrant, dated July 1, 2005, filed as Exhibit 10.4 to the Registrants
Annual Report on Form 10-K for the fiscal year ended September 30, 2005, is incorporated herein by
reference (SEC File No. 000-50499).10.5
    
    Amendment No. 3 to Employee Matters Agreement dated as of June 27, 2003, by and between Conexant
Systems, Inc. and the Registrant, dated January 9, 2006, filed as Exhibit 10.2 to the Registrants
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2005, is incorporated
herein by reference (SEC File No. 000-50499).10.6
    
    Tax Allocation Agreement dated as of June 27, 2003, by and between Conexant Systems, Inc. and the
Registrant, filed as Exhibit 2.3 to the Registrants Current Report on Form 8-K filed on July 1,
2003, is incorporated herein by reference (SEC File No. 001-31650).10.7
    
    Loan and Security Agreement, dated as of September 30, 2008, by and between the Registrant and
Silicon Valley Bank, filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
October 6, 2008, is incorporated herein by reference (SEC File No. 001-31650).10.8
    
    Amendment No. 1 to Loan and Security Agreement, dated March 2, 2009, by and between the Registrant
and Silicon Valley Bank, filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on March 18, 2009, is incorporated herein by reference (SEC File No. 001-31650).10.9
    
    Amendment No. 2 to Loan and Security Agreement, dated March 31, 2010, by and between the
Registrant and Silicon Valley Bank, filed as Exhibit 10.5 to the Registrants Quarterly Report on
Form 10-Q for the quarter ended July 2, 2010, is incorporated herein by reference (SEC File No.
001-31650).10.10
    
    Lease, dated March 23, 2010, by and between the Registrant and 4000 MacArthur L.P., filed as
Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the quarter ended April 2,
2010, is incorporated herein by reference (SEC File No. 001-31650).10.11
    
    First Amendment to Lease, dated as of September 10, 2010, by and between the Registrant and 4000
MacArthur L.P., filed as Exhibit 10.11 to the Registrants Annual Report on Form 10-K for the year
ended October 1, 2010, is incorporated herein by reference (SEC File No. 001-31650).*10.12
    
    Form of Employment Agreement of the Registrant, filed as Exhibit 10.9 to the Registrants Annual
Report on Form 10-K for the fiscal year ended October 3, 2008, is incorporated herein by reference
(SEC File No. 001-31650).*10.13
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially
identical to the form of Employment Agreement filed as Exhibit 10.12 hereto, filed as Exhibit
10.13 to the Registrants Annual Report on Form 10-K for the fiscal year ended October 1, 2010
(SEC File No. 001-31650).*10.14
    
    Form of Employment Agreement of the Registrant, filed as Exhibit 10.5 to the Registrants
Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2009, is incorporated herein by
reference (SEC File No. 001-31650).*10.15
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially identical to the form of Employment Agreement filed as Exhibit 10.14 hereto, filed as Exhibit 10.2
to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2010, is
incorporated herein by reference (SEC File No. 001-31650).
 44




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##### Table of Contents



*10.16
    
    Form of Indemnification Agreement entered into between the Registrant and the Chief Executive
Officer, Chief Financial Officer and each of the directors of the Registrant, filed as Exhibit
10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2005,
is incorporated herein by reference (SEC File No. 000-50499).*10.17
    
    Mindspeed Technologies, Inc. 2003 Stock Option Plan, as amended and restated, filed as Exhibit
10.7 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2008,
is incorporated herein by reference (SEC File No. 001-31650).*10.18
    
    Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, as amended and restated, filed as
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on March 13, 2009, is
incorporated herein by reference (SEC File No. 001-31650).*10.19
    
    Form of Stock Option Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan,
filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter
ended July 1, 2005, is incorporated herein by reference (SEC File No. 000-50499).*10.20
    
    Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan, filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2009, is incorporated herein by reference (SEC File No. 001-31650).*10.21
    
    Form of Restricted Stock Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan, filed as Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended July 1, 2005, is incorporated herein by reference (SEC File No. 000-50499).*10.22
    
    Restricted Stock Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term
Incentives Plan, filed as Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the
fiscal year ended October 1, 2004, is incorporated herein by reference (SEC File No. 001-31650).*10.23
    
    Form of Restricted Stock Unit Award under the Mindspeed Technologies, Inc. 2003 Long-Term
Incentives Plan, filed as Exhibit 10.20 to the Registrants Annual Report on Form 10-K for the
fiscal year ended October 3, 2008, is incorporated herein by reference (SEC File No. 001-31650).*10.24
    
    Restricted Stock Unit Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term
Incentives Plan, filed as Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the
fiscal year ended October 3, 2008, is incorporated herein by reference (SEC File No. 001-31650).*10.25
    
    Form of Unrestricted Stock Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan, filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K dated March 10, 2010,
is incorporated herein by reference (SEC File No. 001-31650).*10.26
    
    Unrestricted Stock Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term
Incentives Plan, filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K dated March
10, 2010, is incorporated herein by reference (SEC File No. 001-31650).*10.27
    
    Mindspeed Technologies, Inc. Employee Stock Purchase Plan, filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K dated March 10, 2010, is incorporated herein by reference
(SEC File No. 001-31650).*10.28
    
    Form of Grant Letter and Mindspeed Technologies, Inc. Non-Qualified Stock Option Award Agreement,
filed as Exhibit 4.12 to the Registrants Registration Statement on Form S-8, is incorporated
herein by reference (Registration Statement No. 333-165875).*10.29
    
    Form of Grant Letter and Mindspeed Technologies, Inc. Restricted Stock Award Agreement, filed as
Exhibit 4.13 to the Registrants Registration Statement on Form S-8, is incorporated herein by
reference (Registration Statement No. 333-165875).*10.30
    
    Non-Qualified Stock Option Award Agreement, dated July 25, 2008 by and between the Registrant and
Bret W. Johnsen, filed as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the
fiscal quarter ended June 27, 2008, is incorporated herein by reference (SEC File No. 001-31650).*10.31
    
    Mindspeed Technologies, Inc. Directors Stock Plan, as amended and restated.*10.32
    
    Form of Stock Option Award under the Mindspeed Technologies, Inc. Directors Stock Plan, filed as
Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended July
1, 2005, is incorporated herein by reference (SEC File No. 000-50499).*10.33
    
    Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. Directors Stock Plan,
filed as Exhibit 10.33 to the Registrants Annual Report on Form 10-K for the fiscal year ended
October 1, 2010 (SEC File No. 001-31650).
 45




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##### Table of Contents



*10.34
    
    Form of Restricted Shares Award under the Mindspeed Technologies, Inc. Directors Stock Plan, filed
as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2006, is incorporated herein by reference (SEC File No. 000-50499).*10.35
    
    Restricted Shares Terms and Conditions under the Mindspeed Technologies, Inc. Directors Stock
Plan, filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006, is incorporated herein by reference (SEC File No. 000-50499).*10.36
    
    Form of Restricted Stock Unit Award under the Mindspeed Technologies, Inc. Directors Stock Plan,
filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on April 11, 2008, is
incorporated herein by reference (SEC File No. 000-50499).*10.37
    
    Restricted Stock Unit Terms and Conditions under the Mindspeed Technologies, Inc. Directors Stock
Plan, filed as Exhibit 10.37 to the Registrants Annual Report on Form 10-K for the fiscal year
ended October 1, 2010, is incorporated herein by reference (SEC File No. 001-31650).*10.38
    
    Summary of Director Compensation Arrangements, filed as Exhibit 10.38 to the Registrants Annual
Report on Form 10-K for the fiscal year ended October 1, 2010, is incorporated herein by reference
(SEC File No. 001-31650).*10.39
    
    Summary of Cash Bonus Arrangement, filed as Exhibit 10.11 to the Registrants Quarterly Report on
Form 10-Q for the fiscal quarter ended June 27, 2008, is incorporated herein by reference (SEC
File No. 001-31650).*10.40
    
    Summary of Mindspeed Technologies, Inc. Fiscal Year 2010 Cash Bonus Plan, as set forth in the
Registrants Current Report on Form 8-K dated December 16, 2009 and as supplemented in the
Registrants Current Report on Form 8-K dated August 20, 2010, is incorporated herein by reference
(SEC File No. 001-31650).*10.41
    
    Letter Agreement, dated as of December 11, 2008, entered into between the Registrant and the Chief
Executive Officer of the Registrant, filed as Exhibit 10.37 to the Registrants Annual Report on
Form 10-K for the fiscal year ended October 3, 2008, is incorporated herein by reference (SEC File
No. 001-31650).*+10.42
    
    Confidential Severance and General Release Agreement, effective as of April 3, 2009, by and
between the Registrant and Preetinder S. Virk, filed as Exhibit 10.1 to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended April 3, 2009, is incorporated herein by
reference (SEC File No. 001-31650).*10.43
    
    Confidential Severance and General Release Agreement, effective as of August 21, 2009, by and
between the Registrant and Thomas O. Morton, filed as Exhibit 10.39 to the Registrants Annual
Report on Form 10-K for the fiscal year ended October 2, 2009, is incorporated herein by reference
(SEC File No. 001-31650).*±10.44
    
    Confidential Severance and General Release Agreement, effective August 13, 2010, by and between
the Registrant and Ron Cates, filed as Exhibit 10.44 to the Registrants Annual Report on Form
10-K for the fiscal year ended October 1, 2010, is incorporated herein by reference (SEC File No.
001-31650).**12.1
    
    Statement re: Computation of Ratios.**21
    
    List of subsidiaries of the Registrant.**23
    
    Consent of independent registered public accounting firm.**24
    
    Power of attorney, authorizing certain persons to sign this Annual Report on Form 10-K on behalf
of certain directors and officers of the Registrant.
 46




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**31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement.+
    
    Certain confidential portions of this exhibit have been omitted pursuant to a grant of confidential treatment. Omitted portions have
been filed separately with the SEC.±
    
    Certain confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions
have been filed separately with the SEC.**
    
    Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the fiscal year ended October 1, 2010, filed with
the SEC on November 22, 2010. Exhibits
  Financial Statement Schedules
  47




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SIGNATURES
 th
 MINDSPEED TECHNOLOGIES, INC.By:
    /s/  Raouf Y. HalimRaouf Y. HalimChief Executive Officer 48




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EXHIBIT INDEX
 31.3
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 49