EXHIBIT
10.8


 


MINDSPEED TECHNOLOGIES, INC.


 


DIRECTORS STOCK PLAN


 


AS
AMENDED AND RESTATED


 


AS OF
JULY 1, 2008


 






 


1.             PURPOSE OF THE PLAN.


 


The
purpose of the Directors Stock Plan (as amended and restated, the Plan) is to
link the compensation of non-employee directors of Mindspeed Technologies, Inc.
(Mindspeed) directly with the interests of the Mindspeed shareholders.


 


2.             PARTICIPANTS.


 


Participants
in the Plan shall consist of directors of Mindspeed who are not employees of
Mindspeed or any of its subsidiaries (Non-Employee Director).  The term “subsidiary” as used in the Plan
means a corporation more than 50% of the voting stock of which, or an
unincorporated business entity more than 50% of the equity interest in which,
shall at the time be owned directly or indirectly by Mindspeed.


 


3.             SHARES RESERVED UNDER
THE PLAN.


 


Subject
to the provisions of Section 11 of the Plan, there shall be reserved for
delivery under the Plan, from the date of inception of the Plan, an aggregate
of 288,000 shares of common stock, par value $.01 per share, of Mindspeed
(Shares).  Shares to be delivered under
the Plan may be authorized and unissued Shares, Shares held in treasury or any
combination thereof.  Shares delivered
under the Plan which are forfeited or otherwise terminated shall be available
for subsequent grant under the Plan.


 

















 


4.             ADMINISTRATION OF THE
PLAN.


 


The
Plan shall be administered by the Compensation and Management Development
Committee (the Committee) of the Board, subject to the right of the Board, in
its sole discretion, to exercise or authorize another committee or person to
exercise some or all of the responsibilities, powers and authority vested in
the Committee under the Plan.  The
Committee (or the Board or any other committee or person authorized by the
Board) shall have authority to interpret the Plan, and to prescribe, amend and
rescind rules and regulations relating to the administration of the Plan,
and all such interpretations, rules and regulations shall be conclusive
and binding on all persons.


 


5.             EFFECTIVE DATE OF THE
PLAN.


 


The
Plan has been approved by the Board and shall be submitted to Conexant Systems, Inc.
(Conexant), the sole shareholder of Mindspeed, for approval and, if approved,
shall become effective on the date on which Conexant completes the pro rata
distribution of all outstanding Shares to Conexant’s shareowners (the
Distribution).


 


6.             STOCK OPTIONS.


 


Each
Non-Employee Director in office at the time of the Distribution shall be
granted, on the first trading day following the Distribution or on such later
date within 60 days thereafter as the Board may designate, an option to
purchase 8,000 Shares.  Each other
Non-Employee Director shall be granted an option to purchase 8,000 Shares at
the meeting of the Board at which, or following the Annual Meeting of
Shareholders at which, the 


 


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Non-Employee
Director is first elected a director of Mindspeed.  Following the Annual Meeting of Shareholders
held in the year 2004 and each Annual Meeting of Shareholders thereafter, each
Non-Employee Director who is elected a director at, or who was previously
elected and continues as a director after, that Annual Meeting shall be granted
an option to purchase 4,000 Shares, provided that the Board may, by action
taken on or before the day following the date of any such Annual Meeting, defer
the option grants in respect of such Annual Meeting for up to 60 days following
such Annual Meeting to a date coinciding with the date of grant of options or
other incentive compensation by Mindspeed to some or all of the officers of
Mindspeed.


 


The
exercise price per share for each option granted under the Plan shall be the
closing price per share (the Fair Market Value) of Shares on the date of grant
as reported on the Nasdaq Stock Market or such other national securities
exchange or automated inter-dealer quotation system on which the Shares have
been duly listed and approved for quotation and trading (or on the next
preceding day such stock was traded if it was not traded on the date of
grant).  The purchase price of the Shares
with respect to which an option or portion thereof is exercised shall be
payable in full in cash, Shares valued at their Fair Market Value on the date
of exercise, or a combination thereof. 
Each option may be exercised in whole or in part at any time after it
becomes exercisable; and each option shall become exercisable in four
approximately equal installments on each of the first, second, third and fourth
anniversaries of the date the option is granted.  No option shall be exercisable prior to one
year nor after ten years from the date of the grant thereof; provided, however,
that if the holder of an option dies, the option may be exercised from and after
the date of the optionee’s death for a period of three years (or until the
expiration date specified in the 


 


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option
if earlier) even if it was not exercisable at the date of death.  Moreover, if an optionee retires after
attaining age 55 and completing at least five years service as a director, all
options then held by such optionee shall be exercisable even if they were not
exercisable at such retirement date; provided, however, that each such option
shall expire at the earlier of five years from the date of the optionee’s
retirement or the expiration date specified in the option.


 


Options
granted under the Plan are not transferable other than (i) by will or by
the laws of descent and distribution; or (ii) by gift to the grantee’s
spouse or natural, adopted or step- children or grandchildren (Immediate Family
Members) or to a trust for the benefit of one or more of the grantee’s
Immediate Family Members or to a family charitable trust established by the
grantee or a member of the grantee’s family. 
If an optionee ceases to be a director while holding unexercised
options, such options are then void, except in the case of (i) death, (ii) disability,
(iii) retirement after attaining age 55 and completing at least five years
service as a director, or (iv) resignation from the Board for reasons of
the antitrust laws, compliance with Mindspeed’s conflict of interest policies
or other circumstances that the Committee may determine as serving the best
interests of Mindspeed.


 


7.             RESTRICTED STOCK UNITS.


 


Following
the Annual Meeting of Shareholders held in the year 2008 and each Annual
Meeting of Shareholders thereafter, each Non-Employee Director who is elected a
director at, or who was previously elected and continues as a director after,
that Annual Meeting shall be granted restricted stock units (Restricted Stock
Units) in an amount equal to the lesser of (a) 3,000 Restricted Stock
Units or (b) the number of Restricted Stock Units 


 


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(rounded
to the nearest whole unit) equaling $45,000 divided by the closing price of
Shares on the date of grant as reported on the Nasdaq Stock Market or such
other national securities exchange or automated inter-dealer quotation system
on which the Shares have been duly listed and approved for quotation and
trading (or on the next preceding day such stock was traded if it was not
traded on the date of grant).  For the
purpose of the calculation in the previous sentence, one Restricted Stock Unit
shall equal one Share.


 


The
recipient shall not have the rights of a shareholder until such time as the
Shares underlying the Restricted Stock Units are settled by the issuance of
such Shares to the Non-Employee Director. 
However, the recipient will receive dividends in respect of the Shares
underlying the Restricted Stock Units, which will be paid if and when such
dividends are normally paid to Mindspeed shareholders.  Upon receipt of the Shares underlying the
Restricted Stock Units, the recipient shall have the right to vote the
Shares.  One Share shall be issuable for
each Restricted Stock Unit awarded.


 


Restricted
Stock Units issued under this Section 7 shall not be settled, and such
Shares shall not be issued, until ten days after (i) the recipient retires
from the Board after attaining age 55 and completing at least five years
service as a director or (ii) the recipient resigns from the Board or
ceases to be a director by reason of the antitrust laws, compliance with
Mindspeed’s 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 the best interests of Mindspeed.


 


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The
settlement of the Restricted Stock Units as described above shall be delayed in
the event Mindspeed reasonably determines that the issuance of the Shares would
constitute a violation of federal securities laws or other applicable law.  If the settlement of the Restricted Stock
Units is delayed by the provisions of this paragraph, the settlement of the
Restricted Stock Units shall occur at the earliest date at which Mindspeed
reasonably determines that issuing the Shares will not cause a violation of
federal securities laws or other applicable law.  For purposes of this paragraph, the issuance
of Shares that would cause inclusion in gross income or the application of any
penalty provision or other provision of the Internal Revenue Code of 1986, as
amended (the Code), is not considered a violation of applicable law.


 


8.             SHARES OR RESTRICTED
STOCK UNITS IN LIEU OF CASH COMPENSATION.


 


Each
Non-Employee Director may elect each year, not later than December 31 of
the year preceding the year as to which an election is to be applicable, to
receive all or any portion of the cash retainer to be paid for board, committee
or other service in the following calendar year through the issuance or
transfer of Shares, valued at the closing price as reported on the Nasdaq Stock
Market or such other national securities exchange or automated inter-dealer
quotation system on which the Shares have been duly listed and approved for
quotation and trading, on the date when each payment of such retainer amount
would otherwise be made in cash (or on the next preceding day such stock was
traded if it was not traded on that date). 
Each Non-Employee Director making such an election may also elect at the
same time to receive the value of those Shares in the form of Restricted Stock
Units.  The recipient shall not have the
rights of a shareholder until such time as the Shares underlying the Restricted
Stock Units are settled by the issuance of such 


 


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Shares
to the Non-Employee Director.  However,
the recipient will receive dividends in respect of the Shares underlying the
Restricted Stock Units, which will be paid if and when such dividends are
normally paid to Mindspeed shareholders. 
Upon receipt of the Shares underlying the Restricted Stock Units, the
recipient shall have the right to vote the Shares.  One Share shall be issuable for each
Restricted Stock Unit awarded.


 


Restricted
Stock Units issued under this Section 8 shall not be settled, and such
Shares shall not be issued, until ten days after (i) the recipient retires
from the Board after attaining age 55 and completing at least five years
service as a director or (ii) the recipient resigns from the Board or
ceases to be a director by reason of the antitrust laws, compliance with
Mindspeed’s 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 the best interests of Mindspeed.


 


The
settlement of the Restricted Stock Units as described above shall be delayed in
the event Mindspeed reasonably determines that the issuance of the Shares would
constitute a violation of federal securities laws or other applicable law.  If the settlement of the Restricted Stock
Units is delayed by the provisions of this paragraph, the settlement of the
Restricted Stock Units shall occur at the earliest date at which Mindspeed
reasonably determines that issuing the Shares will not cause a violation of
federal securities laws or other applicable law.  For purposes of this paragraph, the issuance
of Shares that would cause inclusion in gross income or the application of any
penalty provision or other provision of the Code is not considered a violation
of applicable law.


 


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9.             RESTRICTED STOCK.


 


The
Board or the Committee may, from time to time, as and when either thereof deems
it appropriate, provide one or more Non-Employee Directors with a grant of
Restricted Stock, subject to the terms, conditions and restrictions established
by the Board or the Committee at the time of grant.


 


10.           ADDITIONAL COMPENSATION.


 


The
Board or the Committee may, from time to time, as and when either thereof deems
it appropriate, provide one or more Non-Employee Directors with additional
compensation under the Plan.  Such
additional compensation may be in the form of a grant of Shares, Restricted
Stock, Restricted Stock Units, options to purchase Shares or a combination
thereof, subject to the terms, conditions and restrictions established by the
Board or the Committee at the time of grant.


 


11.           ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION.


 


If
there shall be any change in or affecting Shares on account of any merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split or combination, or other distribution to holders of
Shares (other than a cash dividend), there shall be made or taken such
amendments to the Plan and such adjustments and actions thereunder as the Board
may deem appropriate under the circumstances.


 


12.           GOVERNMENT AND OTHER
REGULATIONS.


 


The
obligations of Mindspeed to deliver Shares upon exercise of options granted
under Section 6 of the Plan, upon vesting and settlement of Restricted
Stock Units pursuant to Section 7 or an election made under Section 8
or the delivery of Shares pursuant to an 


 


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election
made under Section 8 of the Plan or grants made under Section 9 or Section 10
of the Plan, shall be subject to (i) all applicable laws, rules and
regulations and such approvals by any governmental agencies as may be required,
including, without limitation, compliance with the Securities Act of 1933, as
amended, and (ii) the condition that such Shares shall have been duly
listed and approved for quotation and trading on the Nasdaq Stock Market, or
such other national securities exchange or automated inter-dealer quotation
system as shall be approved by the Board.


 


13.           AMENDMENT AND
TERMINATION OF THE PLAN.


 


The
Plan may be amended by the Board in any respect, provided that, without
shareholder approval, no amendment shall (i) materially increase the
maximum number of Shares available for delivery under the Plan (other than
adjustments pursuant to Section 11 hereof), (ii) materially increase
the benefits accruing to participants under the Plan, or (iii) materially
modify the requirements as to eligibility for participation in the Plan.  The Plan may also be terminated at any time
by the Board.


 


The
Plan was amended and restated effective July 1, 2008 to adjust (in
accordance with Section 11 of the Plan) the number of Shares available for
issuance under the Plan, as well as the number of Shares subject to automatic stock
option and Restricted Stock Unit grants after giving effect to a 1-for-5
reverse stock split of the Company’s common 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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14.           MISCELLANEOUS.


 


(a)         If a Change of Control as defined in Article III,
Section 14(I)(1) of Mindspeed’s Bylaws shall occur, all options then
outstanding pursuant to the Plan shall forthwith become fully exercisable
whether or not then exercisable, all Restricted Stock Units shall become fully
vested and settled by the issuance of Shares, and the restrictions on all
Shares granted as Restricted Stock under the Plan shall forthwith lapse;
provided, however, that each such option shall expire at the earlier of five
years from the date of the Change of Control or the expiration date specified
in the option.


 


(b)         Nothing contained in the Plan shall be
deemed to confer upon any person any right to continue as a director of or to
be associated in any other way with Mindspeed.


 


(c)         To the extent that Federal laws do not
otherwise control, the Plan and all determinations made and actions taken
pursuant hereto shall be governed by the law of the State of Delaware.


 


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