UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K/AAmendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007
Commission file number: 000-50499

MINDSPEED TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

|Delaware(State of incorporation)                                                                                   |  | 01-0616769(I.R.S. Employer
Identification No.)                        
|------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------
|4000 MacArthur Boulevard, East Tower
Newport Beach, California(Address of principal executive offices)             |  | 92660-3095(Zip code)                                                  
|Registrant's telephone number, including area code: (949) 579-3000                                                
|Securities registered pursuant to Section 12(b) of the Act:                                                       
|Common Stock $0.01 par value per share
(including associated Preferred Share Purchase Rights)(Title of Each Class) |  | The NASDAQ Stock Market LLC(Name of Each Exchange on Which Registered)
|Securities registered pursuant to Section 12(g) of the Act:                                                       
|None                                                                                                              

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o No ý

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes ý No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large
Accelerated Filer o    Accelerated Filer ý    Non-accelerated Filer
o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

The aggregate market value of the Registrant's voting and non-voting stock held by non-affiliates of the Registrant as of the end of its
most recently completed second fiscal quarter was approximately $245 million. Shares held by each officer and director and each person owning more than 10% of the outstanding voting and
non-voting stock have been excluded from this calculation because such persons may be deemed to be affiliates of the Registrant. This determination of potential affiliate status is not
necessarily a conclusive determination for other purposes. Shares held include shares of which certain of such persons disclaim beneficial ownership.

The
number of outstanding shares of the Registrant's Common Stock as of January 22, 2008 was 117,478,374.



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EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (this
"Amendment"), filed with the Securities and Exchange Commission on November 30, 2007, for the purposes of amending the Stock Performance Graph in Part II, Item 5 of
Form 10-K, providing certain information required by Part III of Form 10-K and reflecting exhibits filed with this Amendment. Unless otherwise expressly stated, this Amendment does not
reflect events occurring after the filing of the original Form 10-K, or modify or update in any way the disclosures contained in the original Form 10-K.

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PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities

Market Information

Our common stock is traded on the Nasdaq Global Market under the symbol "MSPD." The following table lists the high and low sales price of our common stock as
reported by the Nasdaq Global Market for the periods indicated.

High

LowFiscal 2006Quarter ended December 31, 2005

$
2.38

$
1.70Quarter ended March 31, 2006

$
4.05

$
2.41Quarter ended June 30, 2006

$
4.25

$
2.30Quarter ended September 30, 2006

$
2.62

$
1.39Fiscal 2007Quarter ended December 31, 2006

$
2.05

$
1.62Quarter ended March 31, 2007

$
2.53

$
1.75Quarter ended June 30, 2007

$
2.38

$
1.95Quarter ended September 30, 2007

$
2.25

$
1.59


Recent Share Prices and Holders

The last reported sale price of our common stock on January 22, 2008 was $0.84 and there were approximately 37,826 holders of record of our common stock.
However, many holders' shares are listed under their brokerage firms' names.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any earnings for use in our business and do not anticipate paying cash
dividends in the foreseeable future.

Issuer Purchases of Equity Securities

|                                      |  | Total Number of
Shares (or Units)
Purchased |     | Average Price
Paid per Share
(or Unit) |      | Total Number of
Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs |   | Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May yet be
Purchased Under the
Plans or Programs
|------------------------------------- |  | ------------------------------------------- | --- | -------------------------------------- | ---- | ------------------------------------------------------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------
|June 30, 2007 to July 27, 2007        |  | 639                                         | (a) | $                                      | 2.21 |                                                                                             |  |                                                                                                                        
|July 28, 2007 to August 24, 2007      |  |                                            |     | $                                      |     |                                                                                             |  |                                                                                                                        
|August 25, 2007 to September 28, 2007 |  |                                            |     | $                                      |     |                                                                                             |  |                                                                                                                        
|                                      |  |                                             |     |                                        |      |                                                                                             |   |                                                                                                                        
|                                      |  | 639                                         |     | $                                      | 2.21 |                                                                                             |  |                                                                                                                        
|                                      |  |                                             |     |                                        |      |                                                                                             |   |                                                                                                                        

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Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act or the Exchange Act that might incorporate future filings,
including this Annual Report on Form 10-K, in whole or in part, the Stock Performance Graph which follows shall not be deemed to be incorporated by reference in

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to any such filings except to the extent that we specifically incorporate any such information into any such future filings. The Stock Performance Graph is not, and shall not be deemed to be,
"soliciting material" or "filed" with the Securities and Exchange Commission.

Stock Performance Graph

Set forth below is a line graph comparing the cumulative total stockholder return on our common stock against the cumulative total return of the Nasdaq U.S. Index
and the Nasdaq Electronic Components Index. The graph assumes that $100 was invested on June 30, 2003, the first day of public trading of our common stock, in each of our common stock, the
Nasdaq U.S. Index and the Nasdaq Electronic Components Index and that all dividends were reinvested. No cash dividends have been paid or declared on our common stock. Total return is based on
historical results and is not intended to indicate future performance.

COMPARISON OF CUMULATIVE TOTAL RETURN*AMONG MINDSPEED TECHNOLOGIES, INC., THE NASDAQ U.S. INDEX
AND THE NASDAQ ELECTRONIC COMPONENTS INDEX

GRAPHIC

|                                   |  | Cumulative Total Return
|---------------------------------- |  | -----------------------
|
|
|MINDSPEED TECHNOLOGIES, INC.       |  | $                      
|NASDAQ U.S. INDEX                  |  |                        
|NASDAQ ELECTRONIC COMPONENTS INDEX |  |                        

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PART III

Item 10.Directors, Executive Officers and Corporate Governance

Board of Directors

Our certificate of incorporation provides for a board consisting of three classes of directors with overlapping three-year terms. One class of
directors is elected each year with a term extending to the third succeeding annual meeting after election. Our certificate of incorporation also provides that each of the three classes be as nearly
equal in number as the then total number of directors permits.

Class II Directorsup for election at the 2008 annual meeting with terms expiring at the 2011 annual meeting

Mr. Hayashi, 51, has been a director since August 2005. He has been the senior vice president,
advanced engineering and technologies, of Time Warner Cable, Inc. (cable television) since May 2002. Mr. Hayashi was the vice president, advanced technologies, of Time Warner
Cable from July 1993 to May 2002.

Mr. Louie, 61, has been a director since June 2003. Mr. Louie co-founded and has served as the managing
director and a director of Mobile Radius, Inc. (mobile internet data services) since
March 2002. Mr. Louie served as the China President of the GSM Association (global trade associationwireless technology) from October 2003 to May 2005. He also
has been the managing director of Dynasty Capital Services LLC (consulting) since January 2002. Mr. Louie served as president of Qualcomm Greater China (wireless communications) from
May 2000 to October 2001 and as vice president, business development, of Globalstar Communications Limited (satellite telecommunications) from January 1989 to May 2000.

Mr. Madden, 54, has been a director since June 2003. He was the executive vice president and chief financial officer of
Ingram Micro Inc. (computer technology services) from July 2001 through April 2005. He served as senior vice president and chief financial officer of ArvinMeritor, Inc.
(automotive components) from October 1997 to July 2001. He currently serves as a director of FreightCar America, Inc. (manufacturing and rebuildingrailroad freight
cars), Champion Enterprises, Inc. (manufacturingfactory built housing) and Intcomex, Inc. (computer part distribution).

Class I Directors*continuing directors with terms expiring at the 2010 annual meeting

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Mr. Gips, 47, has been a director since May 2004. He has been the group vice president in charge of global corporate
development of Level 3 Communications, Inc. (communications and information services) since February 2001, and he was Level 3's group vice president overseeing global marketing and
sales, as well as all of its lines of business and marketing and sales strategies from May 2000 to February 2001. Mr. Gips is also a director of Mobile Satellite Ventures (mobile
satellite services).

Mr. Stead, 65, has been a director since June 2003. He has been chairman of the board of IHS, Inc. (software) since
December 2000 and he has acted as chief executive officer of IHS since September 2006. Prior to that, he was chairman of the board and chief executive officer of Ingram Micro (computer
technology services) from August 1996 to May 2000. Mr. Stead is a director of Brightpoint, Inc. (electronics distribution) and Conexant
(semiconductorsbroadband communications). He is also chairman of the board of the Center of Ethics and Values at Garrett Seminary on the Northwestern University campus.

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Class III Directorscontinuing directors with terms expiring at the 2009 annual meeting

Mr. Decker, 57, has been a director since January 2002 and our non-executive chairman of
the board since June 2003. Mr. Decker has been chairman of the board of Conexant since December 1998, serving as the non-executive chairman of the board from
February 2004 until November 2004 and again since July 2007. He served as the chief executive officer of Conexant from January 1999 to February 2004 and from
November 2004 to July 2007. Mr. Decker is also the non-executive chairman of the board of Skyworks Solutions, Inc. (semiconductorswireless
communications), and serves as a director of Newport Media, Inc. (semiconductorsbroadcast media), BCD Semiconductor Manufacturing Limited (semiconductorsanalog) and
Pacific Mutual Holding Company (life insurance products). He also serves as a director or member of numerous professional and civic organizations.

Mr. Halim, 47, has been a director since January 2002 and our chief executive officer since June 2003. He was the
senior vice president and chief executive officer of the internet infrastructure business of Conexant from February 2002 to June 2003 and the senior vice president and general manager,
network access division, of Conexant from January 1999 to February 2002.

Executive Officers

The table below sets forth certain information concerning our executive officers as of November 30, 2007.

|Name               |  | Age |  | Title                                                                               
|------------------ |  | --- |  | ------------------------------------------------------------------------------------
|Raouf Y. Halim     |  | 47  |  | Chief Executive Officer                                                             
|Simon Biddiscombe  |  | 40  |  | Senior Vice President, Chief Financial Officer, Treasurer and Secretary             
|Najabat H. Bajwa   |  | 30  |  | Senior Vice President and General Manager, Lightspeed Connectivity Solutions        
|Kurt F. Busch      |  | 37  |  | Senior Vice President and General Manager, High-Performance Analog                  
|Ron Cates          |  | 49  |  | Senior Vice President and General Manager, Wide Area Networking                     
|Gerald J. Hamilton |  | 54  |  | Senior Vice President, Worldwide Sales                                              
|Thomas J. Medrek   |  | 51  |  | Senior Vice President and General Manager, Multiservice Access                      
|Thomas O. Morton   |  | 53  |  | Senior Vice President, Human Resources                                              
|Wayne K. Nesbit    |  | 46  |  | Senior Vice President, Operations                                                   
|Thomas A. Stites   |  | 52  |  | Senior Vice President, Communications                                               
|Preetinder S. Virk |  | 44  |  | Senior Vice President and General Manager, Enterprise and Customer Premise Equipment

There
are no family relationships among the individuals serving as our directors or executive officers. Set forth below are the name, office and position held with our company and
principal occupations and employment during the past five years of each of our executive officers. Biographical information on Mr. Halim is discussed above under the caption "Item 10.
Directors, Executive Officers and Corporate GovernanceBoard of DirectorsClass III Directors."

Mr. Biddiscombehas been our senior vice president, chief financial officer and treasurer since June 2003. He was elected our
secretary in April 2004. Mr. Biddiscombe previously served as the vice president, finance, and controller of the internet infrastructure business of Conexant from December 2000 to June 2003. He
was the senior vice president and chief financial officer from May 1999 to December 2000 and the chief operating officer from May 2000 to December 2000 of Wyle Electronics (distributor of
semiconductor products).

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Mr. Bajwahas been our senior vice president and general manager, lightspeed connectivity solutions, since October 2007.
Mr. Bajwa previously served as our vice president of marketing and applications engineering from October 2006 to October 2007, executive director of marketing from
April 2006 to October 2006 and director of marketing from August 2003 to April 2006 for our optical communications IC product line. Prior to joining us, Mr. Bajwa
was the director, navigation business, of Agilent Technologies, Inc. (electronic measurement devices and services) from November 2002 to August 2003.

Mr. Buschhas been our senior vice president and general manager, high-performance analog, since October 2007.
Mr. Busch previously served as our vice president of marketing and applications for our switching and signal conditioning product line from November 2006 to October 2007 and our
executive director of business development from January 2006 to November 2006. Prior to joining us, Mr. Busch was a business development manager of Analog Devices, Inc.
(signal processing solutions) from November 2003 to December 2005 and the vice president of marketing and president of the U.S. subsidiary of TeraCross Ltd. (semiconductor
manufacturer) from November 2001 to November 2003.

Mr. Cateshas been our senior vice president and general manager, wide area networking, since May 2007. Prior to joining us,
he was the vice president of North American sales and marketing of Metalink Ltd. (broadband communications) from October 2004 to May 2007. Mr. Cates also served as the vice
president of marketing of Solarflare Communications, Inc. (vendor of ethernet products) from June 2003 to September 2004 and the vice president of sales and marketing of Peregrine
Semiconductor Corp. (semiconductor manufacturer and designer) from September 2001 to June 2003.

Mr. Hamiltonhas been our senior vice president, worldwide sales, since July 2006. Mr. Hamilton previously served as
our vice president of sales for the Asia Pacific region from June 2003 to July 2006. He served as the vice president of sales for the Asia Pacific region of Conexant from
September 2001 to June 2003.

Mr. Medrekhas been our senior vice president and general manager, multiservice access, since June 2004. Mr. Medrek
previously served as our senior vice president and general manager, broadband internetworking systems, from June 2003 to June 2004. Mr. Medrek served as the vice president and
general manager, broadband internetworking systems, of Conexant from February 2001 to June 2003 and the vice president of marketing, broadband internetworking systems, of Conexant from
March 2000 to February 2001.

Mr. Mortonhas been our senior vice president, human resources, since October 2007. Mr. Morton previously served as
our vice president, human resources, from August 2003 to October 2007 and our executive director, human resources, from June 2003 to August 2003. He served as the executive
director, human resources, of Conexant from January 1999 to June 2003.

Mr. Nesbitwas our senior vice president, operations, from June 2003 until his resignation effective January 3, 2008.
Mr. Nesbit served as the senior vice president, operations, of the internet infrastructure business of Conexant from January 2001 to June 2003.

Mr. Stiteshas been our senior vice president, communications, since June 2003. Mr. Stites previously served as the
senior vice president, communications, of Conexant from December 1999 to June 2003.

Mr. Virkhas been our senior vice president and general manager, enterprise and customer premise equipment, since
October 2007. Mr. Virk previously served as our vice president and business director for enterprise and customer premise equipment media processing solutions from February 2006 to
October 2007, vice president of marketing for our voice-over-Internet Protocol/media processing solutions from January 2005 to February 2006, executive director of marketing from
September 2004 to January 2005 and director of marketing from June 2003 to September 2004. He was the director of marketing, broadband internetworking systems, of Conexant
from July 2001 to June 2003.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of filings with the SEC and written representations that no other reports were required, we believe that all of our directors and executive
officers complied during fiscal year 2007 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, except for one occasion in which
Mr. Hamilton failed to file a complete Form 3 on a timely basis.

Code of Ethics

We have adopted a code of ethics entitled "Code of Business Conduct and Ethics," that applies to all employees, including our executive officers and directors. A
copy of the code of business conduct and ethics is posted on our website(www.mindspeed.com). In addition, we will provide to any person without charge
a copy of the code upon written request to our secretary at the address above. In the event that we make any amendment to, or grant any waiver from, a provision of the code of business conduct and
ethics that requires disclosure under applicable rules, we will disclose such amendment or waiver and the reasons therefor as required by the SEC and NASDAQ.

Board Committee Membership

The board has standing audit, governance and board composition, and compensation and management development committees. The table below provides membership and
meeting information for each of the committees in fiscal year 2007.

|Name                                       |  | Audit |  | Governance and
Board
Composition |  | Compensation
and Management
Development
|------------------------------------------ |  | ----- |  | -------------------------------- |  | ---------------------------------------
|Donald R. Beall                            |  |       |  | X                                |  | Chair                                  
|Donald H. Gips                             |  | X     |  | X                                |  |                                        
|Michael T. Hayashi                         |  |       |  | X                                |  | X                                      
|Ming Louie                                 |  | X     |  | X                                |  |                                        
|Thomas A. Madden                           |  | Chair |  | X                                |  | X                                      
|Jerre L. Stead                             |  | X     |  | Chair                            |  | X                                      
|Number of meetings during fiscal year 2007 |  | 8     |  | 5                                |  | 5                                      

Mr. Beall
retired from the board of directors on November 15, 2007. In January 2008, Mr. Gips was appointed to take Mr. Beall's place as the chairman
of the compensation committee, and Mr. Decker was appointed to replace Mr. Stead as the chairman of the governance committee. Mr. Stead will remain a member of the governance
committee.

Audit Committee Financial Expert

The board has determined that all of the members of the audit committee are "independent" in accordance with Rule 10A-3(b)(1) of the Securities
Exchange Act of 1934, as amended, the applicable rules of NASDAQ and our board membership criteria. All of the audit committee members also meet the audit committee composition requirements of NASDAQ.
The board has determined that Mr. Madden, the chairman of the audit committee, is qualified as an audit committee financial expert within the meaning of SEC regulations and that he has
accounting and related financial management expertise within the meaning of the applicable rules of NASDAQ. Mr. Madden's experience is discussed above under the caption "Item 10. Directors,
Executive Officers and Corporate GovernanceBoard of Directors."

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Item 11.Executive Compensation

Compensation Discussion and Analysis

Overview

The following provides a brief overview of the more detailed disclosure set forth in the Compensation Discussion and Analysis below:



Objectives of Compensation Programs and Compensation Program Design

The compensation committee establishes our executive compensation philosophy and oversees our executive compensation programs. Under the compensation committee's
supervision, in fiscal year 2007, we implemented compensation policies, plans and programs intended to achieve the following objectives:



We
carry out these objectives by providing market competitive salaries, achieving an appropriate mix of cash and equity compensation, setting compensation based on individual and overall
company performance and occasionally granting retention bonuses.

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Total Compensation Program Design

The compensation committee considers the total compensation, earned or potentially available, of the executive officers in establishing each component of
compensation. In its review, the committee considers information regarding our general industry and direct peer group, national surveys of other U.S. semiconductor and high technology companies,
reports of our third-party compensation consultants and performance judgments as to the past and expected future contributions of individual executive officers.

Our
total compensation package generally includes a base annual salary, short-term incentive awards and long-term incentive awards. We target the
short-term incentives of the chief executive officer to equal 100% of his base annual salary. We target the short-term incentives of all other named executive officers to equal
55% of their respective base annual salaries. The different incentive targets are a result of Mr. Halim's higher level of responsibility and the industry standard of providing the chief
executive officer with higher incentive targets. In nearly all situations, our short-term incentive awards take the form of equity. We will occasionally provide non-equity
incentive awards to recognize special achievement and value to our company or for competitive reasons.

Our
annual incentive compensation plan for the executive officers, including the chief executive officer, is based on both the overall financial performance of the company and the
performance of the executive with respect to his individual assigned goals. In any given fiscal year, that performance is measured against the specific performance criteria adopted by the compensation
committee for use in that particular fiscal year. Performance criteria typically include financial metrics, such as revenue growth, operating profitability and attainment of strategic business
development goals. In addition, executive officer incentive compensation awards may be adjusted by an individual performance multiplier. The chief executive officer's annual incentive plan has the
same components as the executive
officer plan. This award may also be adjusted by the board based on individual performance. For all executive officers, the annual incentive award value is generally targeted at the median of
corresponding awards for our peer group.

The
fiscal year 2007 base salaries and target incentives for the named executive officers are set forth in the table below.

|Named Executive Officer |  | Base Annual Salary(1) |         | Target Incentive(2) |    
|----------------------- |  | --------------------- | ------- | ------------------- | ---
|Raouf Y. Halim          |  | $                     | 500,000 |                     | 100
|Simon Biddiscombe       |  |                       | 300,000 |                     | 55 
|Gerald J. Hamilton      |  |                       | 240,000 |                     | 55 
|Thomas J. Medrek        |  |                       | 300,000 |                     | 55 
|Wayne K. Nesbit         |  |                       | 300,000 |                     | 55 

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Role of Executive Officers and Compensation Consultants in Compensation Decisions

The compensation committee solicits recommendations from our chief executive officer for our other executive officers, and then reviews and approves the total
compensation for all of our executive officers. The compensation committee may request additional information from the chief executive officer and may also solicit the perspective and input of
third-party compensation consultants. In fiscal year 2007, the compensation committee elected to continue its engagement with a third-party compensation consultant, Semler Brossy.

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Semler
Brossy was specifically engaged to consult on stock plan summaries and provisions and trends in equity participation. For fiscal year 2007, we provided Semler Brossy with a list
of our peer companies and requested that it report on the practices of each. The report included information on equity practices, such as burn rates, overhang, forms of equity and allocation of equity
awards between officers and non-officers. The report also included information on trends, including changes in equity participation eligibility and the mix of cash and equity in total
compensation.

Additional
information on the peer companies that Semler Brossy examined is discussed below under the caption "Item 11. Executive CompensationCompensation Discussion and
AnalysisObjectives of Compensation Programs and Compensation Program DesignPeer Group."

Goal Setting and Performance Evaluation

Executive officer performance evaluations, including evaluations of the named executive officers, take place every year and are completed immediately following
the conclusion of our fiscal year. To help achieve our strategic goals and annual objectives, we have developed an integrated performance management program, which has an overall purpose of
strengthening results at the individual and organizational level. The program is designed to align individual performance with strategic business goals and annual objectives. It is intended to foster
two-way communication to provide
all employees, including executive officers, with the resources, information and support needed to be successful. The performance management program's primary objectives are to ensure that individual
contributions and results are directed toward achieving our business plan based on our strategic and tactical goals. It also links rewards to performance and recognizes outstanding performance with
corresponding compensation action. The process begins with establishing overall company and individual performance goals for the chief executive officer and for other executive officers at the
beginning of the fiscal year. These goals are based on our annual operating plan, which is reviewed by the board.

The
chief executive officer's performance evaluation is coordinated by the chairman of the governance committee, with input from all independent board members. The chief executive
officer is evaluated on performance against the annual operating plan, which is summarized in an annual score card. The score card contains a percent achievement reached for each company metric, as
well as an overall weighted average achievement percentage on all company performance goals. An annual 360 degree feedback assessment is also conducted for purposes of providing additional
developmental feedback to the chief executive officer. The chairman of the governance committee reviews the corporate performance score card and the 360 feedback results with the other board members,
obtains their feedback on the chief executive officer's performance and completes the review. The governance committee then reports its findings to the compensation committee for use in its
determination of appropriate compensation actions.

The
board frequently discusses with the chief executive officer the performance of the executive officers. The chief executive officer incorporates this feedback into the evaluations of
the other named executive officers and our other executive officers. The performance evaluations for the named executive officers are the same as those discussed below under the caption "Item 11.
Executive CompensationCompensation Discussion and AnalysisElements of CompensationIncentive Based Compensation."

Peer Group

In setting the base annual salary, individual bonus target amount and equity grant guidelines for executive officers, the compensation committee, with assistance
from our third-party compensation consultant, reviews information relating to the executive compensation of direct competitors, other local semiconductor companies and leading national semiconductor
companies. We include our direct competitors and other local semiconductor companies because we compete with them for business, as well as talent. We include leading national semiconductor companies
because they have a large

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influence
on industry compensation practices. Our self-selected peer group has remained essentially the same for the past several years. In analyzing the peer group, the compensation
committee distinguishes emerging peers from mature peers. The peer group companies for fiscal year 2007 include the following:





The
compensation committee reviews the compensation levels of our emerging peers when considering the amount of executive officer base annual salary and total compensation. For fiscal
year 2007, the compensation committee believes that the base annual salary and total compensation provided to each executive officer was within the range of total compensation paid to similarly
situated executive officers at emerging peers. The compensation committee targets our executive officers' base salaries and total compensation at the median of our emerging peers.

The
compensation committee reviews the data of both our emerging and mature peers in designing our equity-compensation policies. It typically considers our emerging peers'
run-rate, overhang and form of equity policies. Additionally, it reviews our emerging peers' policies regarding allocation of equity awards between executives and
non-executives, percentage of employees receiving grants, vesting practices, hiring grant practices and other trends.

For
fiscal year 2007, the compensation committee also used the Radford High Tech survey database, which provides data specific to high technology and semiconductor industry compensation
practices. The examination of the Radford High Tech survey and peer group compensation practices allows us to accurately follow industry norms in an effort to ensure that our compensation polices are
current and competitive.

Elements of Compensation

Executive compensation consists primarily of: (i) a base annual salary; (ii) incentive-based compensation; and (iii) long-term
equity awards. This mix of payments allows us to provide compensation that directly addresses our compensation goals of retention, alignment of executive and stockholder interests and linking pay with
performance. We also provide our executive officers with other benefits, including perquisites, change of control agreements and retirement savings plans. After the conclusion of fiscal year 2007, the
compensation committee also granted special cash bonuses to certain executive officers as described below. All executive officers are subject to at will employment. We do not have employment or
severance agreements with any of them. Please see our "Summary Compensation Table" below for information on the total compensation awarded to each named executive officer during fiscal year 2007.

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Base Annual Salary

The base annual salaries we provide to our executive officers are intended as compensation for each executive officer's ongoing contributions to the performance
of the operational area(s) for which they are responsible. In keeping with our compensation philosophy to attract and retain individuals of high quality, executive officer base salaries have been
targeted to be competitive with base salaries paid to executive officers of our emerging peers, as described above, based on data reviewed by the compensation committee. The compensation committee
determines the market median by reviewing information contained in survey data, proxy statements, other SEC filings and advice from our third-party compensation consultant. The base salaries for our
executive officers also reflect input from our chief executive officer based on individual performance and retention goals.

The
base annual salary levels of each of our executive officers are reviewed annually and adjusted from time to time to recognize individual performance, promotions, competitive
compensation levels, retention requirements, internal pay equity and other subjective factors. In addition to adjustments made for competitive and retention reasons, the compensation committee has
periodically adjusted executive officer base salaries based on its assessment of each executive's performance and history with us and our overall budgetary considerations for salary increases.

For
fiscal year 2007, an annual review of base salaries was conducted by the compensation committee on November 16, 2006, and the following base annual salary changes for certain
named executive officers were approved, with an effective date of January 1, 2007:



For
fiscal year 2008, the compensation committee approved the following base annual salary changes for certain named executive officers:



The
recent increased salaries are specifically meant to recognize the performance of individual executive officers and to keep our salaries competitive. Mr. Biddiscombe's salary
recognizes his contribution to our financial growth over the second half of fiscal year 2007 and his vital role in our future plans. Mr. Hamilton's salary recognizes his role in reducing our
sales cost structure and improving collaboration between our marketing and sales teams.

Incentive-Based Compensation



We typically do not offer cash incentive awards. Our short-term incentive based compensation usually takes the form of equity awards, which allows us
to preserve our cash on hand. The only named executive officer to receive a cash bonus award during fiscal year 2007 was Mr. Hamilton, our senior vice president of worldwide sales. We decided
to offer Mr. Hamilton a cash incentive plan for competitive reasons, after determining that sales executives in our industry often receive cash incentive awards as part of their compensation
package.

We
awarded a total cash bonus of $122,826 to Mr. Hamilton pursuant to an individual bonus plan after consideration of his performance during fiscal year 2007. The bonus was based
on the following factors: (i) achievement of a fiscal year revenue target (weighted 40%); (ii) design win execution against fiscal year plan (weighted 40%); and (iii) a budget
reduction for the worldwide sales department (weighted 20%).

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In calculating the bonus award, the compensation committee determined that Mr. Hamilton achieved a substantial portion of his revenue goal and design win goals (for a number of
key design wins) and 100% of the budget reduction goal (the worldwide sales department met its goal to reduce spending by 10%), resulting in the overall achievement of 93.6% of the goals set forth for
the fiscal year. The fiscal year 2007 revenue target is based on our internal annual operating plan and is confidential as discussed below under the caption "Item 11. Executive
CompensationCompensation Discussion and AnalysisElements of CompensationIncentive-Based CompensationEquity Incentive Awards."



In November 2006, we awarded each of our named executive officers shares of performance-based restricted stock. These shares of restricted stock were
granted pursuant to the Mindspeed Achievement Plan, or MAP, which allows the compensation committee to issue performance-based equity awards as part of our 2003 long-term incentives plan.
The terms of the awards provide that the shares of restricted stock vest to the extent that the officer achieved individual and overall company goals specified for such officer during fiscal year
2007.

The
determination of whether each named executive officer has met the MAP goals for a given fiscal year rests with the compensation committee. Management reports on the accomplishments
of the officers, but the compensation committee has the responsibility of determining to what extent those accomplishments meet the pre-established MAP goals. While the use of the MAP
goals is intended to establish a rigorous process for tracking and evaluating performance, the compensation committee's assessment of performance against particular goals often involves some degree of
subjective evaluation of non-quantitative measures. The compensation committee does not apply a mechanical formula in determining achievement of the goals but takes into account the level
of performance compared to the goal and may take into account other considerations such as improvement compared to prior years, positioning for future success and the need to motivate and retain the
current management team.

The
factors used to determine individual performance and the relative weight given to each factor is set forth in the table below for fiscal year 2007. The different factors and relative
weights reflect differences in the job responsibilities of our named executive officers.

|Named Executive Officer                            | Performance Factors (and Weight)                                                                                                                                                                                     
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Raouf Y. Halim                                     |  Fiscal year revenue, operating profit and cash burn targets: 50%
 Design win execution against the fiscal year plan: 20%
 Product delivery date performance: 15%
 Individual organization development goals: 15%
|Gerald J. Hamilton                                 |  Fiscal year revenue target: 40%
 Design win execution against fiscal year plan: 40%
 Individual organization operating expense controls: 20%                                                                     
|Simon Biddiscombe
Thomas J. Medrek
Wayne K. Nesbit |  Fiscal year revenue, operating profit and cash burn targets: 50%
 Individual organization development goals: 50%                                                                                                  

Mr. Halim.Based on the performance evaluation described above under the caption "Item 11.
Executive CompensationCompensation Discussion and AnalysisObjectives of Compensation Programs and Compensation Program and DesignGoal Setting and Performance
Evaluation," the compensation committee determined that Mr. Halim be awarded 50% of the financial performance factors for fiscal year 2007. While the company did not fully meet the revenue,
operating profit and cash burn targets, significant progress was made, particularly during the second half of the year. The

14

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compensation
committee also noted that operating profit and cash burn each improved roughly by 30% as compared to fiscal year 2006. Cash burn and operating profit are non-GAAP measures.
Our calculation of operating profit excludes stock-based compensation expense, employer taxes on stock-based compensation and special charges. We calculate cash burn as the net increase or decrease in
cash and cash equivalents excluding sales and purchases of marketable securities. We use non-GAAP measures for the MAP because these measures help us internally to evaluate our operating
performance excluding items that are considered by management to be outside of our core operating results.

The
specific revenue, operating profit and cash burn targets are based on the company's internal annual operating plan and are confidential. The targets correlate with the maximum award
levels that the executives can achieve and thus require strong performance. Executives will not receive more than 100% of their equity incentive award, even if the company exceeds its performance
goals. As an indication of the level of difficulty in achieving the overall performance objectives, in fiscal year 2007, the overall percentage of awards the named executive officers received
(including the achievement of non-financial goals) ranged from 72% to 94%. In fiscal year 2006, the percentage of overall awards executive officers received (including the achievement of
non-financial goals) ranged from 92% to 100%.

The
compensation committee determined that Mr. Halim met 100% of his non-financial goals. We had a number of key design wins, especially in the voice-over-Internet
Protocol and high-performance analog markets. We also achieved most of our milestones on schedule in fiscal year 2007 for our key product programs. With respect to organization
development, a number of key promotions and hires were made in fiscal year 2007, including the creation of two business units that had previously made up the high-performance analog
business (lightspeed connectivity solutions and high-performance analog, consisting of our switching and signal conditioning products). Based on the overall assessment of Mr. Halim's
performance against his MAP goals, the compensation committee determined that 75% of the shares of restricted stock comprising his equity incentive award would vest for fiscal year 2007.

Mr. Hamilton.Mr. Hamilton's criteria for earning shares of restricted stock under the
MAP plan is the same as his criteria for earning the cash incentive award described above under the caption "Item 11. Executive CompensationCompensation Discussion and
AnalysisElements of CompensationIncentive-Based CompensationCash Incentive Awards." Based on the analysis set forth in that section, the compensation committee
determined that 93.6% of the shares of restricted stock comprising Mr. Hamilton's equity incentive award would vest for fiscal year 2007.

Mr. Biddiscombe.The compensation committee determined that Mr. Biddiscombe be awarded
50% of the financial performance factors, based on the same analysis as set forth for Mr. Halim above, and 100% of his individual organization development goals for fiscal year 2007.
Mr. Biddiscombe's individual goals were comprised of the following, each weighted at 10% of his overall award: (i) ensuring integrity in financial reporting; (ii) management of
cash and working capital; (iii) auditing management and planning; (iv) management of business law and securities law issues; and (v) management of our patent, trademark and trade
secret portfolios. Based on the overall assessment of Mr. Biddiscombe's performance against his MAP goals, the compensation committee determined that 75% of the shares of restricted stock
comprising his equity incentive award would vest for fiscal year 2007.

Mr. Medrek.The compensation committee determined that Mr. Medrek be awarded 50% of the
financial performance factors, based on the same analysis as set forth for Mr. Halim above, and the following percentages of his individual goals for fiscal year 2007: (i) engineering
execution95% (20% weighting of overall award); (ii) offshoring execution and forecast accuracy100% (10% weighting of overall award); and (iii) design wins and
market execution90% (20% weighting of overall award). Based on the overall assessment of Mr. Medrek's performance against his MAP goals, the

15

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compensation
committee determined that 72.6% of the shares of restricted stock comprising his equity incentive award would vest for fiscal year 2007.

Mr. Nesbit.The compensation committee determined that Mr. Nesbit be awarded 50% of the
financial performance factors, based on the same analysis as set forth for Mr. Halim above, and the following percentages of his individual goals for fiscal year 2007: (i) inventory
management95% (20% weighting of overall award); (ii) customer satisfaction90% (20% weighting of overall award); and (iii) quality improvement100%
(10% weighting of overall award). Based on the overall assessment of Mr. Nesbit's performance against his MAP goals, the compensation committee determined that 72.6% of the shares of restricted
stock comprising his equity incentive award would vest for fiscal year 2007.

The
table below summarizes the number of shares earned by each named executive officer pursuant to their performance-based equity incentive awards based on the analysis above. To the
extent that the named executive officer did not meet all of his performance goals, shares did not vest and were subsequently forfeited. The final column of the table presents the percentage of
performance goals achieved by each named executive officer in the prior fiscal year in order to provide greater context regarding performance goals and the level of difficulty for their achievement.

|Named Executive Officer |  | Number of
Performance
Based
Restricted
Shares Awarded |  | Fiscal Year
2007
Performance
Achievement |   | Number of
Restricted
Shares
Vested |  | Number of
Restricted
Shares
Forfeited |  | Fiscal Year
2006
Performance
Achievement |  
|----------------------- |  | ----------------------------------------------------- |  | ---------------------------------------- | - | ---------------------------------- |  | ------------------------------------- |  | ---------------------------------------- | -
|Raouf Y. Halim          |  | 125,000                                               |  | 75                                       | % | 93,750                             |  | 31,250                                |  | 95                                       | %
|Simon Biddiscombe       |  | 50,000                                                |  | 75                                       | % | 37,500                             |  | 12,500                                |  | 97                                       | %
|Gerald J. Hamilton      |  | 31,250                                                |  | 93.6                                     | % | 29,250                             |  | 2,000                                 |  | 100                                      | %
|Thomas J. Medrek        |  | 31,250                                                |  | 72.6                                     | % | 22,688                             |  | 8,562                                 |  | 92                                       | %
|Wayne K. Nesbit         |  | 31,250                                                |  | 72.6                                     | % | 22,688                             |  | 8,562                                 |  | 94                                       | %

The
incentive equity awards provided under this plan are consistent with our compensation goals and philosophy. In order to pay for performance, the vesting criteria of the restricted
stock award link overall company and individual performance with the eventual actual value of the award. Furthermore, by offering equity rather than cash, we believe that we can better align our
executive's interests with those of our stockholders.

Long-Term Equity Awards

Our long-term compensation consists of restricted stock and option awards provided under our 2003 long-term incentives plan. In
determining the timing and size of our awards, we follow our policy of attempting to provide compensation that is competitive with our peers. Additionally, we consider the number and status of past
long-term awards when deciding to make a new grant.

We
routinely grant eligible employees equity awards at the time of hire and also provide equity awards covering substantially all employees annually. The vesting periods vary with
respect to each individual award, but awards generally vest within four years. The exercise price of all stock options is set at the fair market value of the company's stock on the grant date.

Our
long-term compensation award of stock options and restricted stock is consistent with our goals for compensation, particularly in aligning the interests of our executive officers
with our stockholders. The award provides compensation beyond a salary and assists us in recruiting and retaining executive officers. The awards are useful in retention because of their vesting
requirements, which provide that upon termination of employment, only options currently vested may be exercised and unvested stock grants are forfeited. Thus, this long-term compensation award gives
executive officers an incentive to remain with the company through the award's entire vesting period.

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During
fiscal year 2007, we granted stock options to all of our named executive officers as part of our long-term compensation. The awards are scheduled to vest as to 12.5%
of the underlying award in May 2008 and 12.5% of the underlying award every three months for 21 months thereafter. The number of options awarded varied with respect to each individual due to
differences in each individual's compensation targets and role within the company. See the "Grants of Plan Based Awards" table below for information on the number of options awarded to each named
executive
officer during fiscal year 2007. For information about awards granted in previous years, see our "Outstanding Equity Awards at Fiscal Year-End" table below.

Special Bonuses

Following the conclusion of fiscal year 2007, the compensation committee approved special cash bonuses of $250,000 to Mr. Halim and $100,000 to
Mr. Biddiscombe. Each of these bonuses is subject to a special bonus letter agreement. The special bonuses must be repaid to the company if the executive officer voluntarily leaves the company
or is terminated for cause on or prior to November 23, 2008, the first anniversary of the special bonus award. The compensation committee determined these payments to be appropriate to help
ensure management continuity and to recognize the importance of Mr. Halim and Mr. Biddiscombe in continuing through 2008 the progress made in the second half of 2007.

The
compensation committee also granted a special equity award to Mr. Biddiscombe in February 2007, to recognize his contributions and encourage his continued commitment to
our company. The award included 100,000 shares of restricted stock and 175,000 stock options (which was in excess of the guideline of 62,500 stock options that he otherwise would have received as part
of our broad-based grant of stock options to employees in February 2007). The stock options will vest as to 12.5% of the underlying award in May 2008 and 12.5% of the underlying award
every three months for 21 months thereafter. The shares of restricted stock will vest as to 33.33% of the underlying award in February 2008 and as to 8.33% of the underlying award every three
months for two years thereafter. For valuation of these awards, see our "Grants of Plan-Based Awards" table below.

Other Compensation Policies

Perquisites and Personal Benefits

We provide our executive officers, including our chief executive officer, with perquisites and other personal benefits that we believe are reasonable, competitive
and consistent with other semiconductor companies and our overall executive compensation program. The perquisites and personal benefits that we regularly offer include retirement savings plan matching
contributions, deferred compensation plan contributions, life insurance premiums, excess personal liability insurance premiums, an annual physical examination, airline club fees, club dues and
financial services.

In
determining the appropriate level of perquisites and personal benefits, we periodically review the Ayco Executive Benefits & Perquisite survey, as well as information provided
in the proxy statements and SEC filings of our peer group. We believe that these benefits help us to hire and retain qualified executives and enable them to perform their job responsibilities with
fewer distractions. For valuation of perquisites and other benefits provided during fiscal year 2007, see footnote 3 of our "Summary Compensation Table" below.

Timing of Grants of Equity Awards

We have generally considered grants of stock options and restricted stock to our executive officers on an annual basis at regularly scheduled meetings of the
compensation committee. Formal approval of grants of equity awards is obtained on the date of grant. We do not have, and do not intend to have, any program, plan or practice to time the grant of
equity awards in coordination with the release of

17

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material
non-public information. We also do not have, and do not intend to have, any program, plan or practice to time the release of material non-public information for the
purpose of affecting the value of executive compensation. The exercise price for stock options we have granted equals the closing price of our common stock on the grant date.

Policy Regarding Deductibility of Compensation

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to public companies for compensation over
$1 million paid to the chief executive officer or any of the other four most highly compensated executive officers. However, certain compensation meeting a tax law definition of
"performance-based" is generally exempt from this deduction limit. We do not currently have a policy regarding qualification of cash compensation, such as salary and bonuses, for deductibility under
Section 162(m). We have included provisions in our 2003 long-term incentives plan designed to enable grants of options to executives affected by Section 162(m) to qualify as
"performance-based" compensation. Such grants cannot qualify until they are made by a committee consisting of "outside directors" under Section 162(m). In fiscal year 2007, our executives did
not receive compensation at a level that exceeds the $1 million limit. However, the compensation committee believes that in certain circumstances factors other than tax deductibility take
precedence when determining the forms and levels of executive compensation most appropriate and in the best interests of us and our stockholders. Given our changing industry and business, as well as
the competitive market for outstanding executives, the compensation committee believes that it is important to retain the flexibility to design compensation programs consistent with its overall
executive compensation philosophy even if some executive compensation is not fully deductible. Accordingly, the compensation committee may from time to time deem it appropriate to approve elements of
compensation for certain executive officers that are not fully deductible.

Change of Control Agreements

Each of the named executive officers has entered into our standard change of control agreement, which provides under certain circumstances for payments upon
termination of employment in connection with a change of control of the company. Payments made under the agreement are subject to a "double trigger," meaning that both a change of control and a
termination are required. We believe that a change of control agreement is necessary to diminish the inevitable distraction of executive officers by virtue of the personal uncertainties and risks
created by a pending or threatened change of control. This agreement intends to encourage the executive officer's full attention and dedication and to provide a compensation and benefits arrangement
satisfactory to the executive officer and competitive with other corporations.

For
the purposes of this agreement, a change of control generally means:



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An
executive who terminates his own employment for good reason or whose employment is terminated by us for reasons other than for cause, disability or death (qualified terminations) in
connection with a change of control is entitled to the following payouts and benefits:



We
believe that providing for payment under the change of control agreements upon a double trigger of a change of control and a qualified termination achieves the balanced result of
focusing the
executive officer and protecting our company's best interests. For more information regarding potential payments under the change of control agreements, see the "Potential Payments Upon Termination or
Change-in-Control" table below.

Retirement Plans

Executive officers are eligible to participate in two of our retirement plans, our retirement savings plan and our deferred compensation plan. Our retirement
savings plan operates as a defined contribution tax-qualified plan, and our deferred compensation plan is an unfunded nonqualified plan. The difference between these plans from our
perspective is that under a tax-qualified plan we are eligible for a tax deduction in the year the compensation is earned, and under a nonqualified plan we are eligible for a tax deduction
in the year the compensation is actually paid. These plans serve to offer our executive officers with competitive benefits and allow us to recognize their present and future contributions to our
company.

Under
our retirement savings plan (a 401(k) retirement plan open to all of our domestic salaried employees), a participant may elect to defer compensation within certain contribution
limitations. We retain the discretion to contribute to each participant's plan through profit sharing and matching of contributions. Our contributions are paid in the form of our common stock. For
fiscal year 2007, we matched participants' contributions 50% for the first quarter, and 100% for the remainder of the year, of the first 4% of the participant's covered compensation. The matching
contributions paid to the named executive officers under our retirement savings plan during fiscal year 2007 are listed in footnote 3 of our "Summary Compensation Table" below.

Under
our deferred compensation plan, a select group of highly compensated employees and directors of our company may defer compensation subject to a minimum contribution. The plan has
no maximum level of contribution. We match the participant's contribution under this plan in an amount

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equal
to the match the participant would have received under our retirement savings plan but for his or her participation in our deferred compensation plan and certain limitations imposed by the tax
code less the match actually credited to the participant under our retirement savings plan. For more information about our deferred compensation plan and the named executive officers' contributions,
please see our "Nonqualified Deferred Compensation" table below.

Overall Analysis

We operate in a highly competitive and cyclical industry. As a company, we have been focused on achieving profitability by reducing expenses and increasing our
revenues. While we did not achieve all of our financial goals in fiscal year 2007, significant progress was made, particularly during the second half of the year. For each of the past four years, our
net loss has decreased. We believe it is vital to retain and motivate our executive officers in order to achieve profitability. The base salaries and special bonuses paid to our named executive
officers are intended to compensate them for services rendered and to prevent us from losing their services to other companies in our industry. We use equity-based compensation, particularly in the
form of time-vested stock option grants, to align the interests of executive officers with those of stockholders and to provide a further retention incentive. Finally, our
short-term incentives support our pay for performance philosophy by linking the vesting of restricted stock grants to the achievement of overall company and individual performance goals.
Thus, we believe that our compensation program successfully achieves our objectives.

During
fiscal 2008, we intend to continue monitoring the appropriate level of compensation of our executive officers through the use of our third-party compensation consultant, review of
the Radford High Tech survey and comparison to the compensation practices of our peer group.

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Summary Compensation Table

The following table sets forth the compensation earned for services performed for our company during fiscal year 2007 by:



|Name and Principal Position                                                               |  | Year |  | Salary
($)(1) |         | Stock
Awards
($)(2) |   | Option
Awards
($)(2) |  | Non-Equity
Incentive Plan
Compensation
($) |         | All Other
Compensation
($)(3) |   | Total
($)
|----------------------------------------------------------------------------------------- |  | ---- |  | ------------- | ------- | ------------------- | - | -------------------- |  | ------------------------------------------ | ------- | ----------------------------- | - | ---------
|Raouf Y. Halim
Chief Executive Officer                                                    |  | 2007 |  | $             | 500,000 |                     | $ | 330,953              |  | $                                          | 143,855 |                               |   |         
|Simon Biddiscombe
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |  | 2007 |  |               | 293,750 |                     |   | 176,060              |  |                                            | 91,873  |                               |   |         
|Gerald J. Hamilton
Senior Vice President, Worldwide Sales                                 |  | 2007 |  |               | 270,164 |                     |   | 88,628               |  |                                            | 44,638  |                               | $ | 122,826  
|Thomas J. Medrek
Senior Vice President and General Manager, Multiservice Access           |  | 2007 |  |               | 300,000 |                     |   | 85,107               |  |                                            | 69,221  |                               |   |         
|Wayne K. Nesbit(4)
Senior Vice President, Operations                                      |  | 2007 |  |               | 297,500 |                     |   | 94,807               |  |                                            | 42,724  |                               |   |         

---

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| |  | Name               |  | Retirement
Savings Plan
Contributions
(A) |        | Deferred
Compensation
Plan
Contributions
(B) |   | Life
Insurance
Premiums |  | Liability
Insurance
Premiums
(C) |       | Auto
Lease |   | Airline
Club
Fees |  | Club
Dues |       | Financial
Services
(D) |   | Housing |  | Relocation
| |  | ------------------ |  | ----------------------------------------- | ------ | -------------------------------------------- | - | ----------------------- |  | -------------------------------- | ----- | ---------- | - | ----------------- |  | --------- | ----- | ---------------------- | - | ------- |  | ----------
| |  | Raouf Y. Halim     |  | $                                         | 9,154  |                                              |   |                        |  | $                                | 1,416 |            | $ | 3,477             |  |           |      |                        | $ | 1,036   |  | $         
| |  | Simon Biddiscombe  |  |                                           | 9,845  |                                              | $ | 452                     |  |                                  | 581   |            |   | 1,159             |  |           |      |                        |   | 444     |  |           
| |  | Gerald J. Hamilton |  |                                           | 8,492  |                                              |   |                        |  |                                  | 1,139 |            |   |                  |  | $         | 4,615 |                        |   |        |  |           
| |  | Thomas J. Medrek   |  |                                           | 9,929  |                                              |   |                        |  |                                  | 1,483 |            |   | 1,159             |  |           |      |                        |   | 370     |  |           
| |  | Wayne K. Nesbit    |  |                                           | 10,562 |                                              |   |                        |  |                                  | 954   |            |   | 1,159             |  |           |      |                        |   | 571     |  |           



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Grants of Plan-Based Awards

The following table presents information on equity awards granted under our 2003 long-term incentives plan and awards granted under
non-equity incentive plans to our named executive officers during fiscal year 2007.

|                   |  |                              |  |       |  |   |             |     |       |  |            |  |            |  |            | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3) |             | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4) |             |  |   |         
|------------------ |  | ---------------------------- |  | ----- |  | - | ----------- | --- | ----- |  | ---------- |  | ---------- |  | ---------- | ----------------------------------------------------------------- | ----------- | ----------------------------------------------------------------------- | ----------- |  | - | --------
|
|
|
|Raouf Y. Halim     |  | 11/16/2006
2/2/2007          |  | 
   |  |   | 
         |     | 
   |  | 62,500
   |  | 125,000
  |  | 125,000
  |                                                                   | 
         |                                                                         | 
250,000   |  | $ | 
2.19  
|Simon Biddiscombe  |  | 11/16/2006
2/2/2007
2/2/2007 |  | 

 |  |   | 

       |     | 

 |  | 25,000

 |  | 50,000

 |  | 50,000

 |                                                                   | 
100,000
 |                                                                         | 

175,000 |  |   | 

2.19
|Gerald J. Hamilton |  | 
11/16/2006
2/2/2007        |  | 

 |  | $ | 132,000

 | (1) | 

 |  | 
15,625
 |  | 
31,250
 |  | 
31,250
 |                                                                   | 

       |                                                                         | 

62,500  |  |   | 

2.19
|Thomas J. Medrek   |  | 11/16/2006
2/2/2007          |  | 
   |  |   | 
         |     | 
   |  | 15,625
   |  | 31,250
   |  | 31,250
   |                                                                   | 
         |                                                                         | 
62,500    |  |   | 
2.19  
|Wayne K. Nesbit    |  | 11/16/2006
2/2/2007          |  | 
   |  |   | 
         |     | 
   |  | 15,625
   |  | 31,250
   |  | 31,250
   |                                                                   | 
         |                                                                         | 
62,500    |  |   | 
2.19  

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the equity awards we have made to our named executive officers which were outstanding as of the end of fiscal year 2007.

|Option Awards      |  | Stock Awards                                                                                                                     
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|
|Raouf Y. Halim     |  | 10/27/2000
3/30/2001
4/3/2002
4/3/2002
8/15/2003
7/30/2004
1/28/2005
2/2/2007
1/31/2006
11/16/2006                               
|Simon Biddiscombe  |  | 2/15/2001
3/30/2001
11/5/2002
6/9/2003
6/30/2003
8/15/2003
7/30/20004
1/28/2005
2/2/2007
1/31/2006
11/16/2006
2/2/2007           
|Gerald J. Hamilton |  | 3/30/2001
4/3/2002
11/5/2002
8/15/2003
7/30/2004
1/28/2005
8/4/2006
2/2/2007
1/31/2006
8/4/2006
11/16/2006                       
|Thomas J. Medrek   |  | 10/27/2000
3/30/2001
3/30/2001
4/3/2002
4/26/2002
11/5/2002
8/15/2003
7/16/2004
7/30/2004
1/28/2005
2/2/2007
1/31/2006
11/16/2006
|Wayne K. Nesbit    |  | 2/15/2001
1/14/2002
1/14/2002
11/5/2002
8/15/2003
7/30/2004
1/28/2005
2/2/2007
1/31/2006
11/16/2006                              

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Stock Option Award Vesting Schedule

The vesting schedule for stock option awards is set forth below.

|Grant Date                                                           |  | Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10/27/2000                                                           |  | Options vested as to 50% of the underlying award on each anniversary of the grant date for two years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2/15/2001                                                            |  | Mr. Biddiscombe and Mr. Nesbit each received two sets of grants on this grant date. Mr. Biddiscombe's first grant of 14,298 options vested as to 25% of the underlying award on each anniversary of the grant date for four years. His
second grant of 5,745 options vested as to 50% of the underlying award on each anniversary of the grant date for two years. Mr. Nesbit's first grant of 53,619 options vested as to 25% of the underlying award on each anniversary of the grant date
for four years. His second grant of 7,041 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 25% on each anniversary of the grant date for two years thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4/3/2002                                                             |  | The options listed under this grant date were repriced options from earlier grants. Each repriced grant retained its original vesting schedule, but we note the original grant date below. Mr. Halim received a grant of 80,464 options on
February 10, 2000, and a grant of 80,465 options on July 24, 2000. Mr. Hamilton received a grant of 3,576 options on July 24, 2000, and a grant of 6,258 options on September 26, 2001. Mr. Medrek received a grant of 7,602
options on October 19, 1999, a grant of 14,304 options on March 13, 2000, and a grant of 14,304 options 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, except the vesting schedule for Mr. Medrek's award granted on October 19, 1999. This award was made under a plan of a company that we acquired, and we have no detailed information about its
original vesting schedule. This award was fully vested as of December 31, 2004.
|1/14/2002
4/26/2002
11/5/2002
6/9/2003
6/30/2003
8/15/2003
7/16/2004 |  | 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 every 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 will vest as to 12.5% of the underlying award on the 15 month anniversary of the grant date and as to 12.5% of the underlying award every three months for 21 months thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

25

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Restricted Stock Award Vesting Schedule

The vesting schedule for restricted stock awards is set forth below.

|Grant Date         | Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1/31/2006
8/4/2006 | The shares of restricted stock vested as to 25% of the underlying award on the first anniversary of the grant date and will vest as to 6.25% of the underlying award every three months for three years
thereafter.                                                                                                                                                                                                                                                                                                                                                 
|11/16/2006         | The shares of restricted stock were earned and fully vested on the first anniversary of the grant date. Shares subject to this grant were earned based on achievement of overall company and individual performance goals. Shares that remained unearned
based on these goals were forfeited on the first anniversary of the grant date. For a discussion of the vesting provisions of these awards, see "Item 11. Executive CompensationCompensation Discussion and AnalysisElements of
CompensationIncentive-Based CompensationEquity Incentive Awards" above.
|2/2/2007           | The shares of restricted stock vested as to 33.33% of the underlying award on the first anniversary of the grant date and as to 8.33% of the underlying award every three months for two years thereafter.                                                                                                                                                                                                                                                                                                                                                          

Option Exercises and Stock Vested

The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock awards for each of our named executive
officers during fiscal year 2007.

|                   |  | Option Awards |  | Stock Awards
|------------------ |  | ------------- |  | ------------
|
|Raouf Y. Halim     |  | 399,941       |  | $           
|Simon Biddiscombe  |  |              |  |             
|Gerald J. Hamilton |  |              |  |             
|Thomas J. Medrek   |  |              |  |             
|Wayne K. Nesbit    |  |              |  |             

---

Nonqualified Deferred Compensation

Our deferred compensation plan provides for the deferral of compensation on a basis that is not tax-qualified for a select group of highly compensated
employees and directors. A participant may defer up to 100% of base annual salary, annual bonus and director fees. If a participant elects to defer from any of these three sources, he or she must
defer at least $2,000 from the source from which he or she deferred. A participant may also elect to defer 100% of restricted stock grants and qualifying gains with respect to the exercise of eligible
stock options. If a participant elects to defer from one of these two sources, he or she must defer at least 25% from the source from which he or she deferred, provided that the amount is at least
$50,000 or 100% of the award.

We
will provide a matching amount to each participant equal to the match the participant would have received under our retirement savings plan but for his or her participation in our
deferred

26

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compensation
plan and the limitations of certain provisions of the Internal Revenue Code, less the match actually credited to the participant's retirement savings plan account. We may also, in our
discretion, credit any amount we desire to any participant's account under the terms of our deferred compensation plan.

A
participant may allocate and apportion his or her account funds (other than deferred restricted stock grants and stock option grants) in 5% increments into personally selected
measurement funds. He or she may choose these funds from a pre-selected list, previously determined by our company, consisting of mutual funds, insurance company separate accounts, indexed
rates or other investment vehicles. Interest and other plan earnings of individual accounts are determined by the performance of these measurement funds on a daily basis. These funds are used solely
for measurement purposes, and participants hold no actual investment in them.

A
participant or the beneficiary may pre-elect to receive benefits under the plan pursuant to an annual installment method of 2, 5, 10, 15 or 20 years or in a lump sum after
retirement, death or other termination of employment. If the participant's account balance is less than $15,500 at the time of retirement, death or other termination, the benefit must be paid as a
lump sum.

The
following table sets forth amounts deferred by the named executive officers under our deferred compensation plan during fiscal year 2007.

|Name               |  | Executive
Contributions
in Last Fiscal
Year
($)(1) |        | Company
Contributions
in Last Fiscal
Year
($)(2) |   | Aggregate
Earnings
in Last Fiscal
Year
($)(3) |  | Aggregate
Withdrawals/
Distributions
($) |        | Aggregate
Balance
at Last Fiscal
Year End($)
|------------------ |  | -------------------------------------------------- | ------ | ------------------------------------------------ | - | --------------------------------------------- |  | ---------------------------------------- | ------ | --------------------------------------------
|Raouf Y. Halim     |  |                                                    |       |                                                  |   |                                              |  |                                          |       |                                             
|Simon Biddiscombe  |  | $                                                  | 11,750 |                                                  | $ | 452                                           |  | $                                        | 1,207  |                                             
|Gerald J. Hamilton |  |                                                    |       |                                                  |   |                                              |  |                                          |       |                                             
|Thomas J. Medrek   |  |                                                    | 0      |                                                  |   | 0                                             |  |                                          | 18,091 |                                             
|Wayne K. Nesbit    |  |                                                    |       |                                                  |   |                                              |  |                                          |       |                                             

---

27

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Potential Payments upon Termination or Change-in-Control

Under the terms of our standard change of control agreement, deferred compensation plan and 2003 long-term incentives plan, our named executive
officers may be entitled to certain payments upon termination of their employment. The following description of the plans is qualified by reference to the complete text of the plans, which have been
filed with the SEC. We have not entered into severance agreements with any of our named executive officers.

The
following table sets forth estimated payments that would be made to each of our named executive officers upon termination of employment under various circumstances, including:
(i) death; (ii) a qualified termination in connection with a change of control; and (iii) termination for any other reason. The information set forth in the table assumes:



The
actual amounts to be paid can only be determined at the time of the executive's termination of employment and may differ materially from the amounts set forth in the table below. The
amounts set forth in the table below do not reflect the withholding of applicable state and federal taxes. Following
the table is a description of the plans and agreements that affect potential payments upon death, termination or change of control.

|Name                           |       | Death                      |        | Qualified Termination in
Connection with a
Change of Control |   | Termination for Any Other
Reason
|------------------------------ | ----- | -------------------------- | ------ | ------------------------------------------------------------ | - | --------------------------------
|Raouf Y. Halim                 |       |                            |        |                                                              |   |                                 
|Accrued Vacation               |       | $                          | 56,388 |                                                              | $ | 56,388                          
|Deferred Compensation Plan     |       |                            |       |                                                              |   |                                
|2003 Long-Term Incentives Plan |       |                            |       |                                                              |   |                                
|Change of Control Agreement    |       |                            |        |                                                              |   |                                 
|                               |       | Multiplied Salary(1)       |        |                                                              |  |                                 
|                               |       | Multiplied Annual Bonus(2) |        |                                                              |  |                                 
|                               |       | Welfare Benefits(3)        |        |                                                              |  |                                 
|                               |       | Outplacement Services(4)   |        |                                                              |  |                                 
|                               |       | Gross-up Payment           |        |                                                              |  |                                 
|                               |       |                            |        |                                                              |   |                                 
|                               | Total |                            | $      | 56,388                                                       |   | $                               
|                               |       |                            |        |                                                              |   |                                 
|Simon Biddiscombe              |       |                            |        |                                                              |   |                                 
|Accrued Vacation               |       | $                          | 8,859  |                                                              | $ | 8,859                           
|Deferred Compensation Plan     |       |                            | 33,408 |                                                              |   | 33,408                          
|2003 Long-Term Incentives Plan |       |                            |       |                                                              |   |                                
|Change of Control Agreement    |       |                            |        |                                                              |   |                                 
|                               |       | Multiplied Salary          |        |                                                              |  |                                 
|                               |       | Multiplied Annual Bonus    |        |                                                              |  |                                 
|                               |       | Welfare Benefits           |        |                                                              |  |                                 
|                               |       | Outplacement Services      |        |                                                              |  |                                 
|                               |       | Gross-up Payment           |        |                                                              |  |                                 
|                               |       |                            |        |                                                              |   |                                 
|                               | Total |                            | $      | 42,267                                                       |   | $                               
|                               |       |                            |        |                                                              |   |                                 

28

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|Gerald J. Hamilton             |       |                         |         |         |   |         |           |         |        
|------------------------------ | ----- | ----------------------- | ------- | ------- | - | ------- | --------- | ------- | -------
|Accrued Vacation               |       | $                       | 16,084  |         | $ | 16,084  |           | $       | 16,084 
|Deferred Compensation Plan     |       |                         |        |         |   |        |           |         |       
|2003 Long-Term Incentives Plan |       |                         | 18,000  |         |   |        |           |         |       
|Change of Control Agreement    |       |                         |         |         |   |         |           |         |        
|                               |       | Multiplied Salary       |         |         |  |         |           | 480,000 |        
|                               |       | Multiplied Annual Bonus |         |         |  |         |           | 264,000 |        
|                               |       | Welfare Benefits        |         |         |  |         |           | 37,050  |        
|                               |       | Outplacement Services   |         |         |  |         |           | 12,000  |        
|                               |       | Gross-up Payment        |         |         |  |         |           |        |        
|                               |       |                         |         |         |   |        
|                               | Total |                         | $       | 34,084  |   | $       | 809,134   |         | $      
|                               |       |                         |         |         |   |        
|Thomas J. Medrek               |       |                         |         |         |   |         |           |         |        
|Accrued Vacation               |       | $                       | 14,161  |         | $ | 14,161  |           | $       | 14,161 
|Deferred Compensation Plan     |       |                         | 142,995 |         |   | 142,995 |           |         | 142,995
|2003 Long-Term Incentives Plan |       |                         |        |         |   |        |           |         |       
|Change of Control Agreement    |       |                         |         |         |   |         |           |         |        
|                               |       | Multiplied Salary       |         |         |  |         |           | 600,000 |        
|                               |       | Multiplied Annual Bonus |         |         |  |         |           | 330,000 |        
|                               |       | Welfare Benefits        |         |         |  |         |           | 37,050  |        
|                               |       | Outplacement Services   |         |         |  |         |           | 12,000  |        
|                               |       | Gross-up Payment        |         |         |  |         |           |        |        
|                               |       |                         |         |         |   |        
|                               | Total |                         | $       | 157,156 |   | $       | 1,136,206 |         | $      
|                               |       |                         |         |         |   |        
|Wayne K. Nesbit                |       |                         |         |         |   |         |           |         |        
|Accrued Vacation               |       | $                       | 19,552  |         | $ | 19,552  |           | $       | 19,552 
|Deferred Compensation Plan     |       |                         |        |         |   |        |           |         |       
|2003 Long-Term Incentives Plan |       |                         |        |         |   |        |           |         |       
|Change of Control Agreement    |       |                         |         |         |   |         |           |         |        
|                               |       | Multiplied Salary       |         |         |  |         |           | 600,000 |        
|                               |       | Multiplied Annual Bonus |         |         |  |         |           | 330,000 |        
|                               |       | Welfare Benefits        |         |         |  |         |           | 37,050  |        
|                               |       | Outplacement Services   |         |         |  |         |           | 12,000  |        
|                               |       | Gross-up Payment        |         |         |  |         |           |        |        
|                               |       |                         |         |         |   |        
|                               | Total |                         | $       | 19,552  |   | $       | 998,602   |         | $      
|                               |       |                         |         |         |   |        

---

29

---



Benefits (Insurance Premiums)

Annual
ValueMedical

$
15,000Dental


1,800Vision


800Basic Life


450Accidental Death and Disability


100Long-Term Disability


375


Deferred Compensation Plan

Under the terms of our deferred compensation plan, a participating executive is entitled to receive the balance of his account upon termination of his employment.
The method of distribution may vary depending on the exact nature of the termination, but in all cases a lump sum payment is an option. As noted above, the table assumes that the deferred compensation
benefit is paid in a lump sum.

Participants
in our deferred compensation plan are entitled to this benefit regardless of the reason for the termination. As of the end of fiscal year 2007, only Mr. Biddiscombe
and Mr. Medrek had outstanding balances in our deferred compensation plan.

Accrued Vacation

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.

2003 Long-Term Incentives Plan

Under the terms of our 2003 long-term incentives plan, the estate or beneficiaries of an executive whose employment is terminated by his or her death
are entitled to exercise all outstanding options for up to three years following his or her death. The estate or beneficiaries may exercise these options regardless of whether the options had vested
prior to the employee's death. The table accounts for this benefit by multiplying the number of outstanding but unvested options by the difference between the exercise price of the option and $1.73,
the price of our common stock on the last business day of fiscal year 2007. An employee terminated for reasons other than cause or his death may exercise only the options vested and exercisable as of
the termination date for a period of three months following termination. An employee terminated for cause forfeits all options. No extra financial benefit from restricted stock awards is derived upon
termination.

Assuming
death on the last day of fiscal year 2007, only Mr. Hamilton would derive value from the terms of this plan. Because of the individual circumstances of their vesting
dates and exercise prices, no other named executive officer would financially benefit from the acceleration of unvested options under this plan.

Change of Control Agreements

Each of the named executive officers has entered into our standard change of control agreement, which provides under certain circumstances for payments upon
termination of employment in connection with a change of control of our company. Additional information regarding the change of control agreements is discussed above under the caption "Item 11.
Executive CompensationCompensation Discussion and AnalysisOther Compensation PoliciesChange of Control Agreements."

30

---





Director Compensation

The following table sets forth the compensation earned for services performed for us as a director by each member of the board of directors, other than any
director who is also a named executive officer, during fiscal year 2007.

|Name(1)            |  | Fees Earned or Paid in Cash
($)(2) |        | Stock Awards
($)(3) |   | Option Awards
($)(4) |  | Total
($)
|------------------ |  | ---------------------------------- | ------ | ------------------- | - | -------------------- |  | ---------
|Donald R. Beall(5) |  | $                                  | 58,750 |                     | $ | 31,650               |  | $        
|Dwight W. Decker   |  |                                    | 61,250 |                     |   | 31,650               |  |          
|Donald H. Gips(6)  |  |                                    | 52,500 |                     |   | 31,650               |  |          
|Michael T. Hayashi |  |                                    | 50,625 |                     |   | 31,650               |  |          
|Ming Louie         |  |                                    | 58,750 |                     |   | 31,650               |  |          
|Thomas A. Madden   |  |                                    | 73,750 |                     |   | 31,650               |  |          
|Jerre L. Stead     |  |                                    | 72,500 |                     |   | 31,650               |  |          

---



Name

Aggregate Number of
Restricted Stock Shares
(#)Donald R. Beall

25,000Dwight W. Decker

25,000Donald H. Gips

25,000Michael T. Hayashi

25,000Ming Louie

25,000Thomas A. Madden

25,000Jerre L. Stead

25,000


31

---







Name

Aggregate Number of
Stock Options
(#)Donald R. Beall

152,180Dwight W. Decker

1,294,106Donald H. Gips

100,000Michael T. Hayashi

80,000Ming Louie

120,000Thomas A. Madden

120,000Jerre L. Stead

198,656


For
board participation during fiscal year 2007, our non-employee directors each received annual base compensation of $30,000. They each also received committee participation
compensation equal to $2,500 annually for service on the compensation committee and/or the governance committee ($7,500 if serving as chairman of such committee) and $5,000 annually for service on the
audit committee ($10,000 if serving as chairman of such committee). In addition, each non-employee director received $1,250 per meeting for each board and committee meeting attended in
person or by telephone. Mr. Decker, our non-employee chairman of the board, received an additional $20,000 for his services. Beginning in fiscal year 2008, the additional
compensation to be paid to Mr. Decker for his service as chairman of the board will be increased to $50,000 annually.

Our
directors stock plan provides that upon initial election to the board, each non-employee director is granted an option to purchase 40,000 shares of our common stock at an
exercise price per share equal to its fair market value on the date of grant. The options become exercisable in four equal installments on each of the first, second, third and fourth anniversaries of
the date the options are granted. In addition, each non-employee director is granted an option to purchase 20,000 shares of our common stock following each annual meeting of stockholders.
Following the annual meeting of stockholders in March 2007, each non-employee director also received a grant of 15,000 shares of restricted stock pursuant to the terms of our
directors stock plan. The vesting of these shares is in the same manner as the settlement of the restricted stock units described below. Our directors stock plan provides that following the 2008
annual meeting of stockholders and each annual meeting of stockholders thereafter, each non-employee director will be granted restricted stock units in an amount equal to the lesser of:
(i) 15,000 restricted stock units; or (ii) the number of restricted stock units (rounded to the nearest whole unit) equaling $45,000 divided by the closing price of our common stock

32

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on
the date of grant. The recipient of the restricted stock units does not have rights of a stockholder until the shares underlying the restricted stock units are settled. The units are not settled
until ten days after: (i) the recipient retires from the board after attaining age fifty-five and completing at least five years of service as a director; or (ii) the
recipient resigns from the board or ceases to be a director by reason of antitrust laws, compliance with our conflict of interest policies, death, disability or other circumstances, and the board has
not determined (prior to the expiration of such ten day period) that such resignation or cessation of service as a director is adverse to our best interests.

Under
the terms of our deferred compensation plan, a director may elect to defer all or part of his cash compensation and certain equity awards as described under the caption "Item 11.
Executive CompensationNonqualified Deferred Compensation" above. Each director also has the option each year to receive all or a portion of cash compensation due via shares of our common
stock or restricted stock units valued at the closing price of our common stock on the date each payment would otherwise be made.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee during fiscal year 2007 was a current or former officer or employee of our company. There are no compensation committee
interlocks between our company and other entities involving our executive officers and board members who serve as executive officers or board members of such other entities. No member of the committee
had any relationship requiring disclosure below under the caption "Item 13. Certain Relationships and Related Transactions, and Director IndependenceCertain Relationships
and Related Transactions."

*            *            *

Notwithstanding anything to the contrary set forth in any of the company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, that might incorporate future filings, the Compensation Committee Report that 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

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the board of directors that
it be included in the company's annual report on Form 10-K for the year ended September 30, 2007 and in the company's proxy statement.

| |  | Compensation and Management Development Committee 
| |  | --------------------------------------------------
| |  | Michael T. Hayashi
Thomas A. Madden
Jerre L. Stead

33

---



Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides information as of the end of fiscal year 2007 about shares of our common stock that may be issued upon the exercise of options,
warrants and rights granted under all of our existing equity compensation plans, including our 2003 long-term incentives plan, 2003 stock option plan and directors stock plan.

|                                                       |                      | Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a) |            | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) |   | Number of Securities
Remaining Available for
Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
|------------------------------------------------------ | -------------------- | ----------------------------------------------------------------------------------------------- | ---------- | ------------------------------------------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by stockholders     |                      |                                                                                                 |            |                                                                                 |   |                                                                                                                                                
|                                                       | Stock plans          |                                                                                                 | 19,128,790 |                                                                                 | $ | 2.28                                                                                                                                           
|                                                       | Directors stock plan |                                                                                                 | 780,000    |                                                                                 |   | 3.56                                                                                                                                           
|Equity compensation plans not approved by stockholders |                      |                                                                                                |            |                                                                                 |  |                                                                                                                                                
|                                                       |                      |                                                                                                 |            |                                                                                 |   |                                                                                                                                                
|                                                       |                      | Total                                                                                           |            | 19,908,790                                                                      |   |                                                                                                                                                
|                                                       |                      |                                                                                                 |            |                                                                                 |   |                                                                                                                                                

Security Ownership of Certain Beneficial Owners and Management

To our knowledge, the following table sets forth information regarding the beneficial ownership of the 116,849,055 shares of our common stock outstanding on
November 30, 2007 by each person who is known to us, based upon filings with the SEC, to beneficially own more than 5% of our common stock, each of our directors, each named executive officer
and all current directors and executive officers as a

34

---



group.
Except as otherwise indicated below and subject to applicable community property laws, each owner has sole voting and sole investment power with respect to the stock listed.

|                                                                                       |  | Common Stock(1) | 
|-------------------------------------------------------------------------------------- |  | --------------- | 
|
|5% Stockholders                                                                        |  |                 | 
|CNH Partners, LLC(2)
Residence Two, Greenwich Plaza
Greenwich, CT 06830                |  | 8,225,108       | 
|Conexant Systems, Inc.(3)
4000 MacArthur Blvd., West Tower
Newport Beach, CA 92660     |  | 30,000,000      | 
|FMR Corp.(4)
82 Devonshire Street
Boston, Massachusetts 02109                          |  | 14,107,699      | 
|Trivium Capital Management, LLC(5)
600 Lexington Avenue, 23rd Floor
New York, NY 10022 |  | 11,584,023      | 
|Directors                                                                              |  |                 | 
|Dwight W. Decker(6)                                                                    |  | 1,448,598       | 
|Donald H. Gips(6)                                                                      |  | 70,000          | 
|Raouf Y. Halim(6)                                                                      |  | 1,955,569       | 
|Michael T. Hayashi(6)                                                                  |  | 53,000          | 
|Ming Louie(6)                                                                          |  | 95,000          | 
|Thomas A. Madden(6)                                                                    |  | 95,000          | 
|Jerre L. Stead(6)                                                                      |  | 196,316         | 
|Named Executive Officers                                                               |  |                 | 
|Simon Biddiscombe(6)                                                                   |  | 578,677         | 
|Gerald J. Hamilton(6)(7)                                                               |  | 212,813         | 
|Thomas J. Medrek(6)                                                                    |  | 679,781         | 
|Wayne K. Nesbit(6)(7)(8)                                                               |  | 440,742         | 
|All current directors and executive officers as a group (17 persons)(6)                |  | 6,887,257       | 

---

35

---





Item 13.Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Change of Control Agreements

We have entered into change of control agreements with each of our current executive officers. The change of control agreements provide for certain payments upon
a qualified termination in connection with a change of control. Additional information regarding the change of control agreements is discussed above under the caption "Item 11. Executive
CompensationCompensation Discussion and AnalysisOther Compensation PoliciesChange of Control Agreements."

Indemnification Agreements

We have entered into indemnification agreements with each of the directors and Mr. Biddiscombe. Each indemnification agreement provides that we will
indemnify the director or executive from and against any expenses incurred by them as provided in Article III, Section 14 of our bylaws (subject to the procedural provisions specified in
our bylaws) and, to the extent the laws of Delaware are amended to increase the scope of permissible indemnification, to the fullest extent of Delaware law.

Severance Agreements

On November 19, 2007, we entered into a severance and general release agreement with Jay E. Cormier in connection with his resignation as our senior vice
president and general manager, high-performance analog. The material terms of the agreement provide that we will: (i) pay Mr. Cormier severance at a rate equal to his then
existing salary rate of $5,000 per week beginning December 1, 2007 and ending August 29, 2008; (ii) continue paying Mr. Cormier's medical, dental, vision, life insurance,
executive physical, health club and financial counseling benefits until November 28, 2008; and (iii) provide Mr. Cormier with outplacement assistance at our expense. The

36

---



agreement
also provides that Mr. Cormier will be placed on unpaid leave from August 30, 2008 through November 28, 2008, during which time all unvested stock options and restricted
stock awards will continue to vest and after which time all unvested stock options and restricted stock awards will expire. Any vested stock options as of November 28, 2008, will be exercisable
for a period of three months thereafter. The agreement also contains: (i) a limited non-competition provision (through the period of unpaid leave); (ii) Mr. Cormier's
release of all claims against us; and (iii) a promise not to solicit our employees for a period ending November 28, 2009. The total approximate dollar value of Mr. Cormier's
interest in the agreement is $358,000.

On
July 19, 2007, we entered into an agreement with Bradley W. Yates in connection with his resignation as our senior vice president and chief administrative officer. The material
terms of the agreement provide that we would continue to pay Mr. Yates' health benefits and financial counseling through December 31, 2007, including tax preparation and filing in early
2008 for the 2007 tax year. The agreement further provides that Mr. Yates will be placed on unpaid leave through June 30, 2008, during which time all unvested stock options and
restricted stock awards will continue to vest and after which time all unvested stock options and restricted stock awards will expire. Any vested stock options as of June 30, 2008, will be
exercisable for a period of three months thereafter. Mr. Yates also remained eligible for his award under the fiscal year 2007 MAP plan, which vested in November 2007 and was prorated to
reflect the length of his employment during fiscal year 2007. The terms of the agreement provide that Mr. Yates will: (i) repay a portion of the cash bonus awarded to him in
January 2007 in accordance with the terms of the cash bonus award; (ii) provide us with up to eight hours per week of consulting services; (iii) forfeit his February 2007
grant of restricted stock; (iv) not solicit or hire our employees for a period of one year; and (v) release all claims against us. The total approximate dollar value of Mr. Yates'
interest in the agreement is $142,000.

Spin-off from Conexant



In June 2003, Conexant completed the distribution to Conexant stockholders of all outstanding shares of our common stock. In connection with the
spin-off, we issued to Conexant a warrant to purchase 30 million shares of our common stock at a price of $3.408 per share, exercisable for a period beginning one year and ending
10 years after the spin-off. Pursuant to a registration rights agreement between us and Conexant, we registered with the SEC the sale or resale of the warrants and the underlying
shares of our common stock.



Mr. Decker is the chairman of the board of Conexant and Mr. Stead is a director of Conexant. Mr. Beall served as a director of Conexant until
November 2007.



In connection with the spin-off, we entered into a sublease with Conexant for our headquarters. In March 2005, we entered into an amended and
restated sublease with Conexant. Rent payable under the amended and restated sublease is approximately $3.9 million annually, subject to annual increases of 3%, plus a prorated portion of
operating expenses associated with the leased property. In addition, each year we may elect to purchase certain services from Conexant based on a prorated portion of Conexant's actual costs. We paid
Conexant $6.5 million in rent and related operating expenses during fiscal year 2007.

37

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In connection with the spin-off, we entered into the following additional agreements with Conexant: (i) a transition services agreement
relating to services to be provided by Conexant to us and by us to Conexant following the spin-off; (ii) a patent license agreement relating to the allocation of certain rights
relating to certain patents distributed to us in connection with the spin-off; (iii) a distribution agreement regarding the transfer from Conexant to us of the assets and
liabilities of Conexant's internet infrastructure business; (iv) a tax allocation agreement regarding the allocation of liabilities and obligations with respect to taxes; and (v) an
employee matters agreement regarding employee benefit plans and compensation arrangements. During fiscal year 2007, no payments were made pursuant to these agreements.

Review, Approval or Ratification of Transactions with Related Persons

Pursuant to the audit committee charter, which can be found atwww.mindspeed.com, the audit committee is
responsible for the review and approval of related person transactions, unless the transaction is approved by another independent body of the board. A related person is a director, executive officer,
nominee for director or certain stockholders of our company since the beginning of the last fiscal year and their respective immediate family members. A related person transaction is a transaction
involving our company and any related person when the amount involved exceeds $120,000, and the related person has a material direct or indirect interest.

We
identify transactions for review and approval through our code of business conduct and ethics which can be found atwww.mindspeed.com.
This code requires our employees to disclose any potential or actual conflicts of interest to our legal department or our human resources department. Directors must disclose potential or actual
conflicts of interests to the chairman of the board, audit committee or compensation committee. This disclosure also covers potential conflicts involving immediate family members of the employees and
directors. Each year we also require our directors and executive officers to complete a questionnaire intended to identify any transactions or potential transactions that must be reported according to
SEC rules and regulations. This questionnaire also requires our directors and executive officers to promptly notify us of any changes during the course of the year.

Director Independence

Each year prior to our annual meeting, the board reviews and determines the independence of its directors. During this review, the board considers transactions
and relationships between each director or any member of his or her immediate family and our company and its subsidiaries and affiliates. The board measures these transactions and relationships
against the independence requirements of the SEC and The NASDAQ Stock Market, LLC. As a result of this review, the board affirmatively determined that Messrs. Decker, Gips, Hayashi, Louie,
Madden and Stead, are "independent" in accordance with the applicable rules of NASDAQ.

38

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Item 14.Principal Accounting Fees and Services

Principal Accounting Fees and Services

The table below sets forth the aggregate fees billed by Deloitte & Touche LLP for professional services for fiscal year 2007 and fiscal year 2006.

|Type of Fees       |       | 2007 |         | 2006   
|------------------ | ----- | ---- | ------- | -------
|Audit fees(1)      |       | $    | 861,975 |        
|Audit-related fees |       |      |        |        
|Tax fees(2)        |       |      | 13,873  |        
|All other fees     |       |      |        |        
|                   |       |      |         |        
|                   | Total |      | $       | 875,847
|                   |       |      |         |        

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Audit Committee Pre-Approval of Audit and Non-Audit Services

The audit committee's audit and non-audit services pre-approval policy provides for pre-approval of audit, audit-related, tax
and all other services specifically described by the committee and individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy delegates
to the chairman of the audit committee the authority to pre-approve non-audit services permitted by the Sarbanes-Oxley Act of 2002 up to a maximum for any one
non-audit service of $50,000, provided that the chairman shall report any decisions to pre-approve such non-audit services to the full audit committee at its next
regular meeting.

39

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PART IV

Item 15.Exhibits and Financial Statement Schedules



The following consolidated financial statements of the company for the three fiscal years ended September 30, 2007 are filed as part of the company's
original filing of this annual report on Form 10-K:

Consolidated
Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows, Consolidated Statements of Stockholders' Equity and Comprehensive Loss, Notes
to Consolidated Financial Statements, and Report of Independent Registered Public Accounting Firm.



Schedule IIValuation and Qualifying Accounts

All other schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, or because the
required information is included in the consolidated financial statements or notes thereto. Schedule II is filed as part of the company's original filing of this annual report on Form 10-K.



|2.1 |  | Asset Purchase Agreement, dated as of September 4, 2007, by and between Silicon Valley Bank, as agent for itself and Gold Hill Lending Group 03, LP and Mindspeed Development Sub, Inc., filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated September 25, 2007, is incorporated herein by reference.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 |  | 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.                                                                                                                      
|4.1 |  | Specimen certificate for the Registrant's Common Stock, par value $.01 per share, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 10 (File No. 1-31650), is incorporated herein by reference.                                                                                                      
|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 dated July 1, 2003, is incorporated
herein by reference.                                                                  
|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 dated December 2, 2004, is
incorporated herein by reference.                                                        
|4.4 |  | Common Stock Purchase Warrant dated June 27, 2003, filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-109523), is incorporated herein by reference.                                                                                                               
|4.5 |  | 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.                                               

40

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|4.6   |  | Indenture, dated as of December 8, 2004, between the Registrant and Wells Fargo Bank, N.A., filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                                                                      
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.7   |  | Form of 3.75% Convertible Senior Notes due 2009, attached as Exhibit A to the Indenture (Exhibit 4.6 hereto), is incorporated herein by reference.                                                                                                                                                                                                                
|4.8   |  | Registration Rights Agreement, dated as of December 8, 2004, by and between the Registrant and Lehman Brothers Inc., filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K dated December 2, 2004, 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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                          
|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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                      
|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 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.                                                 
|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 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.                                                     
|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 quarter ended December 31, 2005, is incorporated herein by reference.                                                   
|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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                        
|10.7  |  | Amended and Restated Sublease, dated March 24, 2005, by and between Conexant Systems, Inc. and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, is
incorporated herein by reference.                                                                                                 
|10.8  |  | Purchase Agreement, dated December 2, 2004, between the Registrant and Lehman Brothers Inc., filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                                                                    
|10.9  |  | Pledge Agreement, dated as of December 8, 2004, by the Registrant in favor of Wells Fargo Bank, N.A., filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                                                           
|10.10 |  | Control Agreement, dated as of December 8, 2004, by and among the Registrant and Wells Fargo Bank, N.A., in its capacity as trustee, and Wells Fargo Bank, N.A., in its capacity as securities intermediary and depositary bank, filed as
Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by reference.

41

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|*10.11 |  | Form of Employment Agreement between the Registrant and certain executives of the Registrant, filed as Exhibit 10.8.1 to the Registrant's Registration Statement on Form 10 (File No. 1-31650), is incorporated herein by
reference.                                                                                          
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.12 |  | Schedule identifying parties to and terms of agreements with the Registrant substantially identical to the Employment Agreement constituting Exhibit 10.11 hereto.                                                                                                                                                            
|*10.13 |  | 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 quarter ended March 31, 2005, is incorporated herein by reference.
|*10.14 |  | Schedule identifying parties to agreements with the Registrant substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.13 hereto, filed as Exhibit 10.15 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 2005, is incorporated herein by reference.   
|*10.15 |  | Mindspeed Technologies, Inc. 2003 Employee Stock Purchase Plan, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                                                             
|*10.16 |  | Mindspeed Technologies, Inc. 2003 Non-Qualified Employee Stock Purchase Plan, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by
reference.                                                                                               
|*10.17 |  | Mindspeed Technologies, Inc. 2003 Stock Option Plan, filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-106146), is incorporated herein by reference.                                                                                                                
|*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 dated March 5, 2007 is incorporated herein by reference.                                                                                                           
|*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 quarter ended June 30, 2005, is incorporated herein
by reference.                                                                           
|*10.20 |  | Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated
herein by reference.                                                                    
|*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 quarter ended June 30, 2005, is incorporated
herein by reference.                                                                       
|*10.22 |  | Restricted Stock Award 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 year ended September 30, 2004, is
incorporated herein by reference.                                                          
|*10.23 |  | Mindspeed Technologies, Inc. Directors Stock Plan, as amended and restated, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 17, 2007, is incorporated herein by reference.                                                                                                                     
|*10.24 |  | 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 quarter ended June 30, 2005, is incorporated herein by
reference.                                                                                     

42

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|*10.25  |  | Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. Directors Stock Plan, filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by
reference.                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.26  |  | Mindspeed Technologies, Inc. Retirement Savings Plan, filed as Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                      
|*10.27  |  | Mindspeed Technologies, Inc. Deferred Compensation Plan, filed as Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                  
|*10.28  |  | Amendment No. 1 to Mindspeed Technologies, Inc. Deferred Compensation Plan, filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, is incorporated herein by
reference.                                            
|*10.29  |  | 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 quarter ended March 31, 2006, is incorporated herein by
reference.                              
|*10.30  |  | Restricted Shares Award 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 quarter ended March 31, 2006, is
incorporated herein by reference.                 
|*+10.31 |  | Confidential Severance Agreement and General Release, dated June 26, 2006, by and between Danny Shamlou and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2006, is incorporated herein by reference.
|*10.32  |  | Agreement and General Release, dated August 27, 2006, by and between Dave Carroll and the Registrant, filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2006, is incorporated
herein by reference.                      
|*10.33  |  | Agreement, dated January 31, 2007, by and between Bradley W. Yates and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, is incorporated herein by
reference.                                 
|*10.34  |  | Summary of Director Compensation Arrangements, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, is incorporated herein by reference.                                                                             
|**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.                                                                                                                        

43

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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 the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, required to be filed as an exhibit to this Amendment.
|31.4   |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, required to be filed as an exhibit to this Amendment.
|**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.                                                          

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See subsection (a) (3) above.



The financial statement schedule for Mindspeed Technologies, Inc. is set forth in (a) (2) of Item 15 above.

44

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Amendment No. 1 to the Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on this 25th day of January, 2008.

| |  | MINDSPEED TECHNOLOGIES, INC.
| |  | ----------------------------
| |  | By:                         

45

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EXHIBIT INDEX

|10.12 |  | Schedule identifying parties to and terms of agreements with the Registrant substantially identical to the Employment Agreement constituting Exhibit 10.11 hereto.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.3  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, required to be filed as an exhibit to this Amendment.         
|31.4  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, required to be filed as an exhibit to this Amendment.         

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