Exhibit 10.5


 





 


July 25, 2008


 


Bret W. Johnsen


5109 Meadows Del Mar


San Diego, California 92130


 


Dear Bret:


 


We are pleased to notify you (the “Grantee”) that the Compensation and
Management Development Committee of the Board of Directors of Mindspeed Technologies, Inc.
(“Mindspeed”) has granted to you the following stock option to purchase shares
of the common stock of Mindspeed (the “Option”) pursuant to and in accordance
with the Non-Qualified Stock Option Award Agreement attached hereto as Exhibit A
(the “Award Agreement”), as follows:


 


	
  GRANT DATE:

  	
   

  	
  July 24, 2008

  
	
   

  	
   

  	
   

  
	
  EXERCISE PRICE:

  	
   

  	
  $3.87
  per share

  
	
   

  	
   

  	
   

  
	
  NUMBER OF OPTION SHARES:

  	
   

  	
  200,000 shares

  
	
   

  	
   

  	
   

  
	
  EXPIRATION DATE:

  	
   

  	
  8 years

  
	
   

  	
   

  	
   

  
	
  TYPE OF OPTION:

  	
   

  	
  Non-Qualified Option

  



 


VESTING SCHEDULE:  Subject to the
Grantee’s continuous employment by Mindspeed, the Option shall become
exercisable for 1/4th of the Option Shares on the one (1) year anniversary
of the Grant Date, and 1/48th each month thereafter, so as to be completely
vested by the fourth (4th) anniversary of the Grant Date.


 


The Grantee acknowledges and
agrees that the Option has been granted pursuant to, and is controlled by, the
Award Agreement.  The Grantee further
acknowledges and agrees that nothing in this grant letter or the Award
Agreement shall confer upon the Grantee any right with respect to future awards
or continuation of the Grantee’s employment with Mindspeed, nor shall it
interfere in any way with the Grantee’s right or the right of Mindspeed to
terminate the Grantee’s employment with Mindspeed, with or without cause, and
with or without notice.


 


 


	
  Mindspeed Technologies, Inc.

  	
   

  	
  Acknowledged and Agreed:

  
	
   

  	
   

  	
   

  
	
  /s/ Raouf Y. Halim

  	
   

  	
  /s/ Bret W. Johnsen

  
	
   

  	
   

  	
   

  
	
  Raouf Y. Halim

  	
   

  	
  Bret W. Johnsen

  
	
  Chief Executive Officer

  	
   

  	
  Date: July 27, 2008

  



 


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EXHIBIT A


 


MINDSPEED TECHNOLOGIES,
INC.

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


 


1.                                      Definitions


 


As used in this Award
Agreement, the following words and phrases shall have the respective meanings
ascribed to them below unless the context in which any of them is used clearly
indicates a contrary meaning:


 


(a)                                  Award Agreement:  This
Non-Qualified Stock Option Award Agreement.


 


(b)                                 Cause:  (i) A
felony conviction of the Grantee; (ii) the commission by the Grantee of an
act of fraud or embezzlement against Mindspeed and/or a Subsidiary; (iii) willful
misconduct or gross negligence materially detrimental to Mindspeed and/or a
Subsidiary; (iv) the Grantee’s continued failure to implement reasonable
requests or directions received in the course of his or her employment; (v) the
Grantee’s wrongful dissemination or use of confidential or proprietary
information; or (vi) the intentional and habitual neglect by the Grantee
of his or her duties to Mindspeed and/or a Subsidiary.


 


(c)                                  Committee: The Compensation and Management Development
Committee of the Board of Directors of Mindspeed as it may be comprised from
time to time or another committee of the Board of Directors of Mindspeed
designated by the Board of Directors of Mindspeed to administer this Award
Agreement.


 


(d)                                 Disability:  Permanent
and total disability within the meaning of Mindspeed’s long-term disability
plan, as it may be amended from time to time, or, if there is no such plan, as
determined by the Committee.


 


(e)                                  Exercise Price: The exercise price set forth in the Grant
Letter.


 


(f)                                    FAST: Fidelity’s automated service
telephone system that is used to facilitate stock option transactions.


 


(g)                                 Fidelity:  Fidelity
Stock Plan Services, the stock option administrator whom Mindspeed has engaged
to administer and process all stock option exercises.


 


(h)                                 Grant Letter:  The
letter from Mindspeed granting the Option to the Grantee.


 


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(i)            Grantee: Bret W. Johnsen.


 


(j)            Mindspeed:  Mindspeed
Technologies, Inc., a Delaware corporation.


 


(k)           NASDAQ:  The Nasdaq Global Market.


 


(l)            Options:  The stock
option set forth in the Grant Letter.


 


(m)          Option Shares:  The
shares of Stock issuable or transferable on exercise of the Options as set
forth in the Grant Letter.


 


(n)           Retirement:  Retirement
at or after age sixty two (62) or, with the advance consent of the Committee,
before age sixty two (62) but at or after age fifty five (55).


 


(o)           Stock:  Shares of
common stock, par value $.01 per share, of Mindspeed, or any security of
Mindspeed issued in substitution, exchange or lieu thereof.


 


(p)           Subsidiary: Any corporation or other entity in which
Mindspeed, directly or indirectly, controls 50% or more of the total combined
voting power of such corporation or other entity.


 


(q)           Web:  Fidelity’s
website that is used to facilitate stock option transactions and is accessible
through Mindspeed MyNet.


 


2.                                      When Options May be
Exercised


 


The Options are vested
and may be exercised in accordance with the schedule included in the Grant
Letter, provided that:


 


(a)                                  if the Grantee
dies while an employee of Mindspeed, the Grantee’s estate, or any person who
acquires the Options by bequest or inheritance, may exercise all the Options
not theretofore exercised, within (and only within) the period beginning on the
Grantee’s date of death (even if the Grantee dies before the Grantee has become
entitled to exercise all or any part of the Options) and ending three (3) years
thereafter;


 


(b)                                 if the Grantee’s
employment by Mindspeed terminates other than by death, then:


 


(i)            if the Grantee’s
employment by Mindspeed is terminated for Cause, the Options shall expire
forthwith upon the Grantee’s termination and may not be exercised thereafter;
and


 


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(ii)           if the Grantee’s
employment by Mindspeed terminates for any reason (including Retirement or
Disability) not specified in subparagraph (a) or in clause (i) of
this subparagraph (b), the Grantee (or if the Grantee dies after the Grantee’s
termination date, the Grantee’s estate or any person who acquires the Options
by bequest or inheritance) may thereafter exercise the Options within (and only
within) the period ending three (3) months after the Grantee’s termination
date, but only to the extent they were exercisable on the Grantee’s termination
date, it being understood that neither (i) the Grantee’s transfer from
Mindspeed to a Subsidiary or affiliate of Mindspeed, whether or not
incorporated, or vice versa, or from one Subsidiary or affiliate of Mindspeed
to another, nor (ii) a leave of absence duly authorized in writing by
Mindspeed, shall be deemed a termination of employment; and


 


(c)           the beginning
exercise date of any unexercisable Options will be delayed for the length of
time during which the Grantee is on an unpaid leave of absence duly authorized
in writing by Mindspeed that exceeds six (6) months.


 


The Committee may, in its
discretion, extend the period during which Options may be exercised beyond the
period set forth in subparagraphs (a) and (b)(ii) above, but in no
event shall the provisions of the foregoing subparagraphs (a) or (b)(ii) extend
to a date more than eight (8) years after the date of the grant, the
period during which the Options may be exercised.


 


3.             Exercise Procedure


 


(a)           To exercise all
or any part of the Options, the Grantee (or after the Grantee’s death, the
Grantee’s estate or any person who has acquired the Options by bequest or
inheritance) must:


 


(i)            contact the
administrator, Fidelity, by using the FAST or Web system or by speaking to a
Fidelity customer service representative and follow the instructions provided;


 


(ii)           confirm the
Option Shares transaction by receiving a confirmation number through the FAST
or Web system or by speaking to a Fidelity customer service representative;


 


(iii)          submit full
payment of the exercise price for the Option Shares to be purchased on exercise
of the Options:


 


·                              by check or cash; or


 


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·                              in
shares of Stock; or


 


·                              in a
combination of check or cash and shares of Stock; and


 


(iv)                              provide, in the
case of any person other than the Grantee seeking to exercise the Options, such
documents as Fidelity or the Secretary of Mindspeed shall require to establish
to their satisfaction that the person seeking to exercise the Options is
entitled to do so.


 


(b)                                 An exercise of
the whole or any part of the Options shall be effective:


 


(i)            if the Grantee
elects (or after the Grantee’s death, the person entitled to exercise the
Options elects) to pay the exercise price for the Option Shares entirely by
check or cash, (1) upon confirmation of the Grantee’s transaction by using
the FAST or Web system or by speaking to a Fidelity customer service
representative and full payment of the exercise price and withholding taxes (if
applicable) being received by Fidelity within three (3) business days
following the confirmation; and (2) receipt of any documents required
pursuant to Section 3(a)(iv); and


 


(ii)           if the Grantee
elects (or after the Grantee’s death, the person entitled to exercise the
Options elects) to pay the exercise price of the Option Shares in shares of
Stock or in a combination of shares of Stock and check or cash, (1) upon
confirmation of the Grantee’s transaction by using the FAST or Web system or by
speaking to a Fidelity customer service representative and full payment of the
exercise price (as defined in Section 3(d)(i)) and withholding taxes (if
applicable) being received by Fidelity within three (3) business days following
the confirmation; and (2) receipt of any documents required pursuant to Section 3(a)(iv).


 


(c)                                  If the Grantee
chooses (or after the Grantee’s death, the person entitled to exercise the
Options chooses) to pay the exercise price for the Option Shares to be
purchased on exercise of any of the Options entirely by check or cash, payment
must be made by:


 


·                                          delivering to Fidelity a check or cash in
the full amount of the exercise price for those Option Shares; or


 


·                                          arranging with a stockbroker, bank or other
financial institution to deliver to Fidelity full payment, by check, cash or
(if prior arrangements are made with Fidelity) by wire transfer, of the
exercise price of those Option Shares.


 


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In either event, in accordance with Section 3(e),
full payment of the exercise price for the Option Shares purchased must be made
within three (3) business days after the exercise has been conducted and
confirmed through the FAST or Web system or by speaking to a Fidelity customer
service representative.


 


(d)         (i)              If the Grantee
chooses (or after the Grantee’s death, the person entitled to exercise the
Options chooses) to use already-owned Stock to pay all or part of the exercise
price for the Option Shares to be purchased on exercise of any of the Options,
the Grantee (or after the Grantee’s death, the person entitled to exercise the
Options) must deliver to Fidelity one or more certificates (and executed stock
powers), or authorize the book-entry transfer to Mindspeed of shares of Stock,
representing:


 


·                                          at least the number of shares of Stock
whose value, based on the closing price of the Stock reported on NASDAQ on the
day the Grantee exercised the Options through the FAST or Web system or by
speaking to a Fidelity customer service representative, equals the exercise
price for those Option Shares; or


 


·                                          any lesser number of shares of Stock the
Grantee desires (or after the Grantee’s death, the person entitled to exercise
the Options desires) to use to pay the exercise price for those Option Shares
and a check or cash in the amount of such exercise price less the value of the
Stock delivered, based on the closing price of the Stock reported on NASDAQ on
the day the Grantee exercised the Options through the FAST or Web system or by
speaking to a Fidelity customer service representative.


 


In the
event the Grantee is using shares of Stock acquired from a Mindspeed benefit
plan, including but not limited to a stock option plan, restricted stock plan,
performance share plan and employee stock purchase plan, these shares of Stock
must have been held for a minimum of six (6) months from the date of
acquisition. The Grantee will be required to provide proper documentation
attesting to the fact that the shares of Stock used to pay all or part of the
exercise price for the Option Shares are mature shares of Stock.  In the event the Grantee is using shares of
Stock purchased on the open market, there is no required holding period.


 


(ii)           Fidelity will advise the Grantee (or any
other person who, being entitled to do so, exercises the Options) of the exact
number of shares of Stock, valued at the closing price reported on NASDAQ on
the effective date of exercise under Section 3(a)(ii), and any funds
required to pay in full the exercise price 


 


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for the
Option Shares purchased.  In accordance
with Section 3(e), the Grantee (or such other person) must pay, by check
or cash, in shares of Stock or in a combination of check or cash and shares of
Stock, any balance required to pay in full the exercise price of the Option
Shares purchased within three (3) business days following the confirmation
of such exercise of the Options under Section 3(a)(ii).


 


(iii)          Notwithstanding any other provision of
the Award Agreement, the Secretary of Mindspeed may limit the number, frequency
or volume of successive exercises of any of the Options in which payment is
made, in whole or in part, by delivery of shares of Stock pursuant to this
subparagraph (d) to prevent unreasonable pyramiding of such exercises.


 


(e)                                  An exercise
conducted and confirmed through the FAST or Web system or by speaking to a
Fidelity customer service representative, whether or not full payment of the
exercise price for the Option Shares is received by Fidelity, shall constitute
a binding contractual obligation by the Grantee (or the other person entitled
to exercise the Options) to proceed with and complete that exercise of the
Options (but only so long as the Grantee continues, or the other person
entitled to exercise the Options continues, to be entitled to exercise the
Options on that date).  By the Grantee’s
acceptance of this Award Agreement, the Grantee agrees (for the Grantee and on
behalf of any other person who becomes entitled to exercise the Options) to
deliver or cause to be delivered to Fidelity any balance of the exercise price
for the Option Shares to be purchased upon the exercise pursuant to the
transaction conducted through the FAST or Web system or by speaking to a Fidelity
customer service representative required to pay in full the exercise price for
those Option Shares, that payment being by check, cash, wire transfer, in
shares of Stock or in a combination of check or cash and shares of Stock, on or
before the third (3rd) business day after the date on which the Grantee
confirms the transaction through the FAST or Web system or by speaking to a
Fidelity customer service representative. 
If such payment is not made, the Grantee (for the Grantee and on behalf
of any other person who becomes entitled to exercise the Options) authorize
Mindspeed, in its discretion, to set off against salary payments or other
amounts due or which may become due the Grantee (or the other person entitled
to exercise the Options) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.


 


(f)                                    A book-entry
statement representing the number of Option Shares purchased will be issued as
soon as practicable (i) after Fidelity has received full payment therefor
or (ii) at Mindspeed’s or Fidelity’s election in their sole discretion,
after Mindspeed or Fidelity has received (x) full payment of the exercise
price of those Option Shares and (y) any reimbursement in respect of
withholding taxes due pursuant to Section 5.


 


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4.                                      Transferability


 


No Options or portion
thereof shall be transferable by the Grantee otherwise than (i) by will or
by laws of descent and distribution, (ii) by gift to members of the
Grantee’s immediate family, (iii) to a trust established for the benefit
of the Grantee’s immediate family members only, (iv) to a partnership in
which the Grantee’s immediate family members are the only partners or (v) as
otherwise determined by the Committee. 
For purposes of this Award Agreement, “immediate family” shall mean the
Grantee’s spouse and natural, adopted or step-children and grandchildren.  Notwithstanding any transfer of the Options
or portion thereof, the transferred Options shall continue to be subject to
this Award Agreement as were applicable to the Grantee immediately prior to the
transfer, as if the Options had not been transferred.


 


5.                                      Withholding


 


Mindspeed or Fidelity
shall have the right, in connection with the exercise of the Options in whole
or in part, to deduct from any payment to be made by Mindspeed or Fidelity
under this Award Agreement an amount equal to the taxes required to be withheld
by law with respect to such exercise or to require the Grantee (or any other
person entitled to exercise the Options) to pay to it an amount sufficient to
provide for any such taxes so required to be withheld.  By the Grantee’s acceptance of this Award
Agreement, the Grantee agree (for the Grantee and on behalf of any other person
who becomes entitled to exercise the Options) that if Mindspeed or Fidelity
elects to require the Grantee (or such other person) to remit an amount
sufficient to pay such withholding taxes, the Grantee (or such other person)
must remit that amount within three (3) business days after the confirmation
of the Option Shares exercise (Section 3(a)(ii)).  If such payment is not made, Mindspeed, in
its discretion, shall have the same right of set-off with respect to payment of
the withholding taxes in connection with the exercise of the Option Shares as
provided under Section 3(e) with respect to payment of the exercise
price.


 


6.                                      Rights as
Stockholder


 


The Grantee will not have
any rights as a stockholder with respect to any Option Shares unless and until
the Grantee becomes the holder of such Option Shares on the books and records
of Mindspeed.


 


7.                                      Headings


 


The section headings
contained in this Award Agreement are solely for the purpose of reference, are
not part of the agreement of the parties and shall in no way affect the meaning
or interpretation of this Award Agreement.


 


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8.                                      References


 


All references in this
Award Agreement to sections, paragraphs, subparagraphs or clauses shall be
deemed to be references to sections, paragraphs, subparagraphs and clauses of
this Award Agreement unless otherwise specifically provided.


 


9.                                      Amendment and
Termination


 


(a)           The Grantee
understands that Mindspeed has reserved the right to amend or terminate this
Award Agreement at any time, subject to the limitations of Section 9(b),
and that the grant of an option in one year or at one time does not in any way
obligate Mindspeed or its affiliates to make a grant in any future year or in
any given amount.  The Grantee
acknowledges and understands that the grant is wholly discretionary in nature
and is not to be considered part of any normal or expected compensation that is
or would be subject to severance, resignation, redundancy or similar pay, other
than to the extent required by local law.


 


(b)           The Committee
may at any time alter or amend this Award Agreement to the extent permitted by
law, except that, subject to the provisions of Section 10, no such
alteration or amendment shall impair the rights of the Grantee without the
Grantee’s consent.


 


(c)                                 The Option is
intended to be exempt from the provisions of Internal Revenue Service Code Section 409A.  However, Mindspeed makes no representations
that the Option will be so exempt and makes no undertaking to prevent Code Section 409A
from applying to the amounts payable under this Award Agreement or to mitigate
its effects on any payments made under this Award Agreement.  Mindspeed and the Grantee agree to amend this
Award Agreement to the extent necessary to make the Option exempt from, or
comply with, Code Section 409A.


 


10.                                Administration


 


(a)                                  Subject to the
express provisions of this Award Agreement, the Committee shall have the power (i) to
implement (including the power to delegate such implementation to appropriate
officers of Mindspeed), interpret and construe this Award Agreement or other
documents defining the rights and obligations of Mindspeed and the Grantee
hereunder, (ii) to determine all questions arising hereunder, 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 this Award Agreement shall be conclusive and binding.  Any action taken by, or inaction of, the
Committee relating to this Award Agreement shall be within the discretion of
the Committee and shall be conclusive and binding.  Subject only to compliance with the express
provisions hereof, the Committee may act in its discretion in matters related
to this Award Agreement.


 


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(b)                                It is the
intent of Mindspeed that this Award Agreement satisfies, and is interpreted in
a manner that satisfies, the applicable requirements of Rule 16b-3 under
the Exchange Act, so that the Grantee 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.


 


11.                                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 Mindspeed 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 of Mindspeed shall make or take such amendments to this Award
Agreement and such adjustments and actions hereunder 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 this Award Agreement, and the maximum number of shares that may be
delivered to the Grantee pursuant to this Award Agreement.  No fractional interests will be issued under
this Award Agreement resulting from any adjustments.


 


(b)                                The Committee
shall make any further adjustments as it deems necessary to ensure equitable
treatment of the Grantee as the result of any transaction affecting the
securities subject to this Award Agreement or the Grant Letter not described in
Section 11(a), or as is required or authorized under the terms of this
Award Agreement.


 


(c)                                 The existence
of the Option Shares granted hereunder shall not affect or restrict in any way
the right or power of the Board of Directors of Mindspeed or the stockholders
of Mindspeed to make or authorize any adjustment, recapitalization,
reorganization or other change in its capital structure or its business, any
merger or consolidation of Mindspeed, 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 Mindspeed or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding.


 


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12.                                Limits of
Liability


 


Any liability of Mindspeed
or a Subsidiary to the Grantee with respect to this Award Agreement shall be
based solely upon contractual obligations created herein.  Neither Mindspeed or its Subsidiaries, nor
any member of the Board of Directors of Mindspeed or of the Committee, nor any
other person participating in any determination of any question under this
Award Agreement, or in the interpretation, administration or application of
this Award Agreement, shall have any liability to any party for any action
taken, or not taken, in good faith  under
this Award Agreement.


 


13.                                Compliance with
Laws


 


Notwithstanding anything
contained herein to the contrary, Mindspeed shall not be required to sell or
deliver shares of Stock or other securities hereunder if the sale or delivery
thereof would constitute a violation by the Grantee or Mindspeed 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 Mindspeed may require such agreements or undertakings,
if any, as Mindspeed may deem necessary or advisable in its discretion to
assure compliance with any such law or regulation.


 


14.                                Entire
Agreement


 


This Award Agreement and the
Grant Letter embody the entire agreement and understanding between Mindspeed
and the Grantee with respect to the Options, and there are no representations,
promises, covenants, agreements or understandings with respect to the Options
other than those expressly set forth in this Award Agreement and the Grant
Letter.


 


15.                                Applicable Laws
and Regulations


 


This Award Agreement and
Mindspeed’s obligation to issue Option Shares hereunder are governed by the
laws of the State of Delaware, without regard to its conflicts of laws
principles, and the Federal law of the United States.


 


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