EXHIBIT
10.6


 


MINDSPEED TECHNOLOGIES, INC.


 


2003 LONG-TERM INCENTIVES PLAN,


AS AMENDED AND RESTATED


AS OF JULY 1, 2008


 


Section 1:         Purpose


 


The purpose of the
Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (as amended
and restated, the “Plan”) is to provide incentive compensation to officers,
executives and other employees, and prospective employees, contractors and
consultants of the Company and its Subsidiaries; to attract and retain
individuals of outstanding ability; and to align the interests of such persons
with the interests of the Company’s shareholders.


 


Section 2:         Definitions


 


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


 


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


 


“Award
Agreement”  means a letter
to a Participant, together with the terms and conditions applicable to an Award
granted to the Participant, issued by the Company, as described in Section 6.


 


“Board of
Directors”  means the
Board of Directors of the Company as it may be comprised from time to time.


 


“Code” means the Internal Revenue Code of 1986, and any successor statute, as
it or they may be amended from time to time.


 


“Committee”
means the Compensation and Management Development Committee of the Board of
Directors as it may be comprised from time to time or another committee of the
Board of Directors designated by the Board of Directors to administer the Plan.


 


“Company”
means Mindspeed Technologies, Inc., a Delaware corporation, and any
successor corporation.


 


“Conexant”
means Conexant Systems, Inc., a Delaware corporation, and any successor
corporation.


 


“Employee”
means, subject to the exclusions set forth below, an individual who was hired
(and advised that he or she was being hired) directly by the Company or a
Subsidiary as a regular employee and who at the time of grant of an Award
performs regular employment services directly for the Company or a Subsidiary,
but shall not include (a) members of the Board of Directors who are
not also employees of the Company or a Subsidiary or (b) any individuals
who 


 


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work, or who were hired
to work, or who were advised that they work: 
(i) as independent contractors or employees of independent
contractors; (ii) as temporary employees, regardless of the length of time
that they work at the Company or a Subsidiary; (iii) through a temporary
employment agency, job placement agency, or other third party; or (iv) as
part of an employee leasing arrangement between the Company or a Subsidiary and
any third party.  For the purposes of the
Plan, the exclusions described above shall remain in effect even if the
described individual could otherwise be construed as an employee under any
applicable common law.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange Act”  means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.


 


“Executive
Officer”  means an
Employee who is an executive officer of the Company as defined in Rule 3b-7
under the Exchange Act (or any successor provision).


 


“Fair Market
Value”  means the closing sale price of
the Stock as reported on the Nasdaq Stock Market or such other national
securities exchange or automated inter-dealer quotation system on which the Stock
has been duly listed and approved for quotation and trading on the relevant
date, or if no sale of the Stock is reported for such date, the next preceding
day for which there is a reported sale.


 


“Incentive
Stock Option”  means an
option to purchase Stock that is granted pursuant to Section 4(b) or
pursuant to any other plan of the Company or a Subsidiary that complies with
Code Section 422.


 


“Mindspeed
Distribution Date” means the date on which Conexant completes the
pro rata distribution of all outstanding Stock to Conexant shareowners.


 


“Non-Employee”  means an individual who at the time of grant of an Award (a) has
been extended an offer of employment with the Company or a Subsidiary but who
has not yet accepted the offer and become an Employee, or (b) performs
consulting, contracting or other services for the Company or a Subsidiary other
than in a capacity as an Employee or who has been extended an offer to perform
consulting, contracting or other services for the Company or a Subsidiary, but
shall not include members of the Board of Directors.


 


“Non-Qualified
Stock Option” shall have the meaning set forth in Section 4(a).


 


“Participant”  means any Employee or Non-Employee who has been granted an
Award pursuant to the Plan.


 


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


 


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


 


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


 


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“Stock”  means shares of common stock, par value $.01 per share, of
the Company, or any security of the Company issued in substitution, exchange or
lieu thereof.


 


“Subsidiary”  means any corporation or other entity in which the Company,
directly or indirectly, controls 50% or more of the total combined voting power
of such corporation or other entity.


 


“Ten-Percent
Shareholder”  means any
person who owns, directly or indirectly, on the relevant date, securities
having ten percent (10%) or more of the combined voting power of all classes of
the Company’s securities or of its parent or subsidiaries.  For purposes of applying the foregoing ten
percent (10%) limitation, the rules of Code Section 424(d) shall
apply.


 


“Unrestricted
Stock” shall have the meaning set forth in Section 4(d).


 


Section 3:         Eligibility


 


Persons eligible for
Awards shall consist of Employees and Non-Employees whose performance or
potential contribution, in the judgment of the Committee, will benefit the
future success of the Company and/or a Subsidiary.  Notwithstanding the foregoing, only Employees
will be eligible for Awards of Incentive Stock Options, Restricted Stock,
Restricted Stock Units and/or Unrestricted Stock under the Plan and only
Employees who are foreign nationals or employed outside the United States will
be eligible for Awards of SARs under the Plan.


 


Section 4:         Awards


 


The Committee may grant
any of the following types of Awards, either singly, in tandem or in
combination with other types of Awards, as the Committee may in its sole
discretion determine:


 


a.             Non-Qualified Stock Options.  A “Non-Qualified Stock Option” is an Award to
an Employee or Non-Employee in the form of an option to purchase a specific
number of shares of Stock exercisable at such time or times, and during such
specified time not to exceed ten (10) years, as the Committee may
determine, at a price not less than 100% of the Fair Market Value of the Stock
on the date the option is granted.


 


(i)            The
purchase price of the Stock subject to the option may be paid in cash. At the
discretion of the Committee, the purchase price may also be paid by the tender
of Stock (the value of such Stock shall be its Fair Market Value on the date of
exercise), or through a combination of Stock and cash, or through such other
means as the Committee determines are consistent with the Plan’s purpose and
applicable law.  No fractional shares of
Stock will be issued or accepted.


 


(ii)           Without
limiting the foregoing, the Committee may permit Participants, either on a
selective or aggregate basis, to simultaneously exercise options and sell the
shares of Stock thereby acquired, pursuant to a brokerage or similar
arrangement approved in advance by the Committee, and use the proceeds from
such sale as payment of the purchase price of such Stock and any applicable withholding
taxes.


 


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b.             Incentive Stock Options.  An Incentive Stock Option is an Award to an
Employee in the form of an option to purchase a specified number of shares of
Stock that complies with the requirements of Code Section 422, which
option shall, subject to the following provisions, be exercisable at such time
or times, and during such specified time, as the Committee may determine.


 


(i)            The
aggregate Fair Market Value (determined at the time of the grant of the Award)
of the shares of Stock subject to Incentive Stock Options which are exercisable
by one person for the first time during a particular calendar year shall not
exceed $100,000.


 


(ii)           No
Incentive Stock Option may be granted under the Plan after June 27, 2013.


 


(iii)          No
Incentive Stock Option may be exercisable more than:


 


(A)          in
the case of an Employee who is not a Ten-Percent Shareholder on the date the
option is granted, ten (10) years after the date the option is granted,
and


 


(B)           in
the case of an Employee who is a Ten-Percent Shareholder on the date the option
is granted, five (5) years after the date the option is granted.


 


(iv)          The
exercise price of any Incentive Stock Option shall not be less than:


 


(A)          in
the case of an Employee who is not a Ten-Percent Shareholder on the date the
option is granted, the Fair Market Value of the Stock subject to the option on
such date; and


 


(B)           in
the case of an Employee who is a Ten-Percent Shareholder on the date the option
is granted, 110% of the Fair Market Value of the Stock subject to the option on
such date.


 


(v)           The
Committee may provide that the exercise price of an Incentive Stock Option may
be paid by one or more of the methods available for paying the exercise price
of a Non-Qualified Stock Option.


 


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


 


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d.             Unrestricted Stock.  Unrestricted Stock is an Award of Stock that
is issued to an Employee without any restrictions, as the Committee in its sole
discretion shall determine, including the issuance of Unrestricted Stock
pursuant to awards conditioned upon the achievement of performance or other
vesting requirements (as may be established by the Committee) prior to the
delivery of such Unrestricted Stock.  A
Participant  shall not be required
to make any payment for Unrestricted Stock. 
Upon receipt of shares of Unrestricted Stock, the Participant as owner
of such shares shall have the rights of a holder of shares of Stock, including
the right to vote the Unrestricted Stock and to receive dividends and
distributions thereon.


 


e.             Stock Appreciation Rights (SARs).  A SAR is the right to receive a payment
measured by the increase in the Fair Market Value of a specified number of
shares of Stock from the date of grant of the SAR to the date on which the
Employee exercises the SAR.  The payment
to which the Employee is entitled on exercise of a SAR may be in cash, in Stock
valued at Fair Market Value on the date of exercise or partly in cash and
partly in Stock, as the Committee may determine.


 


f.              Restricted Stock Units.  A Restricted Stock Unit is an Award which may
be earned in whole or in part upon the passage of time or the attainment of
performance criteria established by the Committee and which may be settled for
cash, Stock or other securities or a combination of cash, Stock or other
securities as established by the Committee.


 


Section 5:         Shares of Stock Available Under Plan


 


a.             Subject
to adjustment as set forth in Section 9, the maximum number of shares of
Stock that may be delivered pursuant to the Plan shall be 3,860,000 (three
million eight hundred sixty thousand). 
Subject to the maximum number of shares available under the Plan, no
more than 2,000,000 (two million) shares shall be available for Awards of
Restricted Stock and Restricted Stock Units (to the extent settled in Stock),
no more than 400,000 (four hundred thousand) shares shall be available for
Awards of Unrestricted Stock, and SARs shall be granted with respect to no more
than 10,000 (ten thousand) shares of Stock. 
No single Participant shall receive, in any one calendar year, Awards
which, over any three-year period, exceed a per-year average of (i) options
(whether Non-Qualified Stock Options or Incentive Stock Options) with respect
to 180,000 (one hundred eighty thousand) shares of Stock, (ii) 50,000
(fifty thousand) shares of Restricted Stock and Restricted Stock Units (to the
extent settled in Stock) or (iii) 50,000 (fifty thousand) shares of
Unrestricted Stock, in each case subject to adjustment as set forth in Section 9.


 


b.             Shares
of Stock with respect to the unexercised, undistributed or unearned portion of
any terminated or forfeited Award shall be available for further Awards in
addition to the shares of Stock available under Section 5(a).  Additional rules for determining the
number of shares of Stock granted under the Plan may be adopted by the
Committee, as it deems necessary and appropriate.


 


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c.             The
Stock that may be delivered pursuant to an Award under the Plan may be treasury
or authorized but unissued Stock, or Stock may be acquired, subsequently or in
anticipation of the transaction, in the open market to satisfy the requirements
of the Plan.


 


Section 6:         Award Agreements.


 


Each Award under the Plan
shall be evidenced by an Award Agreement. 
Each Award Agreement shall set forth the number of shares of Stock
subject to the Award and shall include the terms set forth below and such other
terms and conditions applicable to the Award, as determined by the Committee,
not inconsistent with the terms of the Plan. 
Notwithstanding the foregoing, the provisions of subsection (b) below
may be modified to the extent deemed advisable by the Committee in Award
Agreements pertaining to Non-Employees providing consulting, contracting or
other services to the Company or a Subsidiary. 
In the event of any conflict between an Award Agreement and the Plan,
the terms of the Plan shall govern.


 


a.             Assignability.  A provision setting forth the conditions
pursuant to which an Award may be assigned or transferred.


 


b.             Termination of Employment.


 


(i)            A
provision describing the treatment of an Award in the event of the Retirement,
Disability, death or other termination of a Participant’s employment with the
Company or a Subsidiary, including, but not limited to, the definitions of
Retirement and Disability and terms relating to the vesting, time for exercise,
forfeiture or cancellation of an Award in such circumstances.  Participants who terminate employment due to
Retirement, Disability or death prior to the satisfaction of applicable
conditions and restrictions associated with their Awards may be entitled to
prorated Awards as and to the extent determined by the Committee.


 


(ii)           A
provision describing the treatment of an Award in the event of (A) a
transfer of an Employee from the Company to a Subsidiary or an affiliate of the
Company, whether or not incorporated, or vice versa, or from one Subsidiary or
affiliate of the Company to another or (B) a leave of absence, duly
authorized in writing by the Company.


 


(iii)          A
provision stating that in the event the Participant’s employment is terminated
for Cause (as defined in the Award Agreement), anything else in the Plan or
Award Agreement to the contrary notwithstanding, all Awards granted to the
Participant shall immediately terminate and be forfeited.


 


c.             Rights as a Shareholder.  A
provision stating that a Participant shall have no rights as a shareholder with
respect to any Stock covered by an Award until the date the Participant becomes
the holder of record thereof.  Except as
provided in Section 9, no adjustment shall be made for dividends or other
rights, unless the Award Agreement specifically requires such adjustment.


 


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d.             Withholding.  A provision requiring the withholding of
applicable taxes required by law from all amounts paid in satisfaction of an
Award.  A Participant may satisfy the
withholding obligation by paying the amount of any taxes in cash or, with the
approval of the Committee, shares of Stock may be delivered to the Company or
deducted from the payment or, in accordance with Section 4(a)(ii), sold to
satisfy the obligation in full or in part. 
If such tax withholding obligation is paid in shares of Stock, tax
amounts shall be limited to the statutory minimum as required by law.


 


e.             Treatment of Options. 
Each Award of an option shall state whether it will or will
not be treated as an Incentive Stock Option.


 


f.              Performance Conditions.  The Committee may condition, or
provide for the acceleration of, the exercisability or vesting of any Award
upon such prerequisites as it, in its sole discretion, deems appropriate,
including, but not limited to, achievement of specific objectives, whether
absolute or relative to a peer group or index designated by the Committee, with
respect to one or more measures of the performance of the Company and/or one or
more Subsidiaries, including, but not limited to, earnings per share, revenue,
net income (whether before or after extraordinary items), net operating income,
earnings before interest, taxes, depreciation and amortization (EBITDA), stock
price and total shareholder return.  Such
performance objectives shall be determined in accordance with the Company’s
audited financial statements, to the extent applicable, and so that a third
party having knowledge of the relevant facts could determine whether such
performance objectives are met.


 


Section 7:         Amendment and Termination


 


The Board of Directors
may at any time amend, suspend or discontinue the Plan, in whole or in part, provided, however, that
no such action shall be effective without the approval of the shareholders of
the Company to the extent that such approval is necessary to comply with any
tax or regulatory requirement applicable to the Plan; and provided,
further, that subject to Section 9,
no such action shall impair the rights of any holder of an Award without the
holder’s consent.  The Committee may at
any time alter or amend any or all Awards and Award Agreements under the Plan
to the extent permitted by law, except that, subject to the provisions of Section 9,
no such alteration or amendment shall impair the rights of any holder of an
Award without the holder’s consent. 
Notwithstanding the foregoing, no such action may, without approval of
the shareholders of the Company, increase the number of shares of Stock with
respect to which Awards may be granted or reduce the exercise price of any
Option or SAR below Fair Market Value on the date of grant.


 


Section 8:         Administration


 


a.             The
Plan and all Awards shall be administered by the Committee.  The members of the Committee shall be
designated by the Board of Directors from among its members who are not
eligible for Awards under the Plan.


 


b.             Any
member of the Committee who, at the time of any proposed grant of one or more
Awards, is not a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) under
the Exchange Act (or any successor provision) shall abstain from and take no
part in the Committee’s action on the proposed grant.


 


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c.             The
Committee and others to whom the Committee has delegated such duties shall keep
a record of all their proceedings and actions and shall maintain all such books
of account, records and other data as shall be necessary for the proper
administration of the Plan.


 


d.             The
Company shall pay all reasonable expenses of administering the Plan, including,
but not limited to, the payment of professional fees.


 


e.             The
Committee may appoint such accountants, counsel and other experts as it deems
necessary or desirable in connection with the administration of the Plan.  Subject to the express provisions of the
Plan, the Committee may delegate to the officers or employees of the Company
and its Subsidiaries the authority to execute and deliver such instruments and
documents, to do all such acts and things, and to take all such other steps
deemed necessary, advisable or convenient for the effective administration of
the Plan in accordance with its terms and purpose.


 


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


 


g.             Subject
to the express provisions of the Plan, the Committee shall have the power (i) to
implement (including the power to delegate such implementation to appropriate
officers of the Company), interpret and construe the Plan and Awards and Award
Agreements or other documents defining the rights and obligations of the
Company and Participants hereunder and thereunder, (ii) to determine all
questions arising hereunder and thereunder, and (iii) to adopt and amend
such rules and regulations for the administration hereof and thereof as it
may deem desirable.  The interpretation
and construction by the Committee of any provisions of the Plan or of any Award
or Award Agreement shall be conclusive and binding.  Any action taken by, or inaction of, the
Committee relating to the Plan or any Award or Award Agreement shall be within
the discretion of the Committee and shall be conclusive and binding upon all
persons.  Subject only to compliance with
the express provisions hereof, the Committee may act in its discretion in
matters related to the Plan and any and all Awards and Award Agreements.  The Committee’s determinations under the Plan
need not be uniform and may be made by it selectively among Employees and
Non-Employees who receive, or who are eligible to receive, Awards under the
Plan, whether or not such persons are similarly situated.


 


h.             It
is the intent of the Company that the Plan and Awards hereunder satisfy, and be
interpreted in a manner that satisfy, in the case of Participants who are or
may be Executive Officers, the applicable requirements of Rule 16b-3 under
the Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3,
or other exemptive rules under Section 16 of the Exchange Act, and
will not be subjected to avoidable liability under Section 16(b) of
the Exchange Act.


 


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i.              The
Committee may delegate, and revoke the delegation of, all or any portion of its
authority and powers under the Plan to the Chief Executive Officer of the
Company, except that the Committee may not delegate any discretionary authority
with respect to substantive decisions or functions regarding the Plan or Awards
to the extent (i) related to Awards granted to Executive Officers, (ii) inconsistent
with the intent expressed in Section 8(h) or (iii) prohibited by
applicable law.


 


Section 9:         Adjustment Provisions


 


a.             In
the event of any change in or affecting the outstanding shares of Stock by
reason of a stock dividend or split, recapitalization, reclassification, merger
or consolidation (whether or not the Company is a surviving corporation),
reorganization, combination or exchange of shares or other similar corporate
changes or an extraordinary dividend in cash, securities or other property, the
Board of Directors shall make or take such amendments to the Plan and
outstanding Awards and Award Agreements and such adjustments and actions
hereunder and thereunder as it deems appropriate, in its sole discretion, under
the circumstances, and its determination in that respect shall be final and
binding.  Such amendments, adjustments
and actions may include, but are not limited to, changes in the number of
shares of Stock (or other securities) then remaining subject to the Plan, and
the maximum number of shares that may be delivered to any single Participant
pursuant to the Plan, including those that are then covered by outstanding
Awards, or accelerating the vesting of outstanding Awards.  No fractional interests will be issued under
the Plan resulting from any adjustments.


 


b.             The
Committee shall make any further adjustments as it deems necessary to ensure
equitable treatment of any holder of an Award as the result of any transaction
affecting the securities subject to the Plan not described in (a), or as is
required or authorized under the terms of any applicable Award Agreement.


 


c.             The
existence of the Plan and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Board of Directors or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or
its business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stock or other securities ahead of or
affecting the Stock or the rights thereof, the dissolution or liquidation of
the Company or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding.


 


Section 10:       Miscellaneous


 


a.             Other Payments or Awards.  Nothing contained in the Plan
shall be deemed in any way to limit or restrict the Company or a Subsidiary
from making any award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.


 


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b.             Payments to Other Persons.  If payments are legally required
to be made to any person other than the person to whom any amount is made available
under the Plan, payments shall be made accordingly. Any such payment shall be a
complete discharge of the liability hereunder.


 


c.             Unfunded Plan. 
The Plan shall be unfunded. 
No provision of the Plan or any Award or Award Agreement shall require the
Company or a Subsidiary, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to
which contributions are made or otherwise to segregate any assets, nor shall
the Company or a Subsidiary maintain separate bank accounts, books, records or
other evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Participants shall have no rights under
the Plan other than as unsecured general creditors of the Company or a
Subsidiary, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees or consultants, as applicable, under generally applicable
law.


 


d.             Limits of Liability. 
Any liability of the Company or a Subsidiary to any
Participant with respect to an Award shall be based solely upon contractual
obligations created by the Plan and the Award Agreement.  Neither the Company or its Subsidiaries, nor
any member of the Board of Directors or of the Committee, nor any other person
participating in any determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under
the Plan.


 


e.             Rights of Employees and Non-Employees.  Status as an eligible Employee or
Non-Employee shall not be construed as a commitment that any Award shall be
made under the Plan to such eligible Employee or Non-Employee or to eligible
Employees or Non-Employees generally. 
Nothing contained in the Plan or in any Award Agreement shall confer
upon any Employee or Non-Employee any right to continue in the employ or other
service of or, in the case of prospective employees, contractors or
consultants, become employed by or render service to the Company or a
Subsidiary or constitute any contract or limit in any way the right of the
Company or a Subsidiary to change such person’s compensation or other benefits
or, in the case of prospective employees, contractors or consultants,
prospective compensation or benefits or to terminate the employment or other
service or, in the case of prospective employees, contractors or consultants,
withdraw an offer of employment or offer to retain such person with or without
cause.


 


f.              Section Headings.  The section headings contained herein are for
the purpose of convenience only, and in the event of any conflict, the text of
the Plan, rather than the section headings, shall control.


 


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


 


h.             Invalidity.  If any term or provision contained herein or
in any Award Agreement shall to any extent be invalid or unenforceable, such
term or provision, to the extent practicable, will be reformed so that it is
valid and as consistent as possible with the original provisions hereof, and
such invalidity or unenforceability shall not affect any other provision or
part thereof.


 


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i.              Applicable Law. 
The Plan, the Award Agreements and all actions taken
hereunder or thereunder shall be governed by, and construed in accordance with,
the laws of the State of Delaware without regard to the conflict of law
principles thereof.


 


j.              Compliance with Laws. 
Notwithstanding anything contained herein or in any Award
Agreement to the contrary, the Company shall not be required to sell or deliver
shares of Stock or other securities hereunder or thereunder if the sale or
delivery thereof would constitute a violation by the Participant or the Company
of any provisions of any law or regulation of any governmental authority or any
national securities exchange or interdealer quotation system, and as a
condition of any sale or delivery the Company may require such agreements or
undertakings, if any, as the Company may deem necessary or advisable in its
discretion to assure compliance with any such law or regulation.


 


k.             Effective Date and Term.  The Plan was adopted by the Board
of Directors of the Company and shall be submitted to the sole shareholder of
the Company, and if approved, shall be effective as of the Mindspeed
Distribution Date.  The Plan shall remain
in effect until all Awards granted under the Plan have been exercised or
terminated under the terms of the Plan and applicable Award Agreements,
provided that Awards under the Plan may only be granted within ten (10) years
from the effective date of the Plan.


 


l.              Awards for Compensation Purposes Only.  The Plan is not intended to constitute an “employee
benefit plan” within the meaning of Section 3(3) of ERISA.


 


m.            Plan History.  The Plan was amended and restated effective July 1,
2008 to adjust (in accordance with Section 9 of the Plan) the number of
shares of Stock available under the Plan, the limits on the number of shares of
Stock that may be granted as certain Awards and the annual limits of Awards
that may be granted to Participants (as set forth in Section 5(a) of
the Plan) after giving effect to a 1-for-5 reverse stock split of the Company’s
Stock, which became effective at 11:59 p.m. EDT on June 30, 2008.  Such amendment and restatement was not
subject to the approval of the Company’s shareholders.


 


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