exv10w21





EXHIBIT 10.21





MINDSPEED TECHNOLOGIES, INC.


2003 LONG-TERM INCENTIVES PLAN


AWARD AGREEMENT


RESTRICTED STOCK UNIT TERMS AND CONDITIONS


          In accordance with a determination of the Board of Directors of Mindspeed Technologies, Inc.,
you have been awarded Restricted Stock Units pursuant to the Company’s 2003 Long-Term Incentives
Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings
assigned to such terms in the Plan.


          The Restricted Stock Units have been granted to you upon the following terms and conditions:



	1.	 	Vesting of Restricted Stock Units






          The Restricted Stock Units subject to this Award Agreement (as defined in Section 14)
shall vest on the earlier of:




	 	(a)	 	the satisfaction of the vesting provisions as established in your Grant
Letter (as defined in Section 14); or
	 
	 	(b)	 	your death or Disability (as defined in Section 14).






	2.	 	Rights as a Shareholder






          You will not have any rights as a shareholder with respect to any Stock or other
securities underlying the Restricted Stock Units unless and until you become the holder of
such Stock or other securities on the books and records of the Company.




	3.	 	Settlement of Vested Restricted Stock Units






          As promptly as practicable after the Restricted Stock Units have vested in accordance
with Section 1 (but in no event later than March 15th of the year following the calendar
year in which the Restricted Stock Units vest), the Company shall deliver to you (or in the
event of your death, to your estate or any person who acquires your interest in the
Restricted Stock Units by bequest or inheritance) cash, Stock or other securities or a
combination of cash, Stock or other securities as determined by the Committee equal to the
value of the underlying Stock. The Restricted Stock Units may be earned in whole or in
part, but shall not be settled for a fractional share of Stock or other securities.



 








 






          The settlement of the Restricted Stock Units for Stock or other securities shall be
delayed in the event the Company reasonably anticipates that the issuance of the Stock or
other securities would constitute a violation of federal securities laws or other
applicable law. If the settlement of the Restricted Stock Units for Stock or other
securities is delayed pursuant to this Section, the settlement shall occur at the earliest
date at which the Company reasonably determines that such issuance will not cause a
violation of federal securities laws or other applicable law.




          The Company shall delay the settlement of Restricted Stock Units to the extent
necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to
certain “specified employees” of certain publicly-traded companies); in such event, any
cash, Stock or other securities or a combination of cash, Stock or other securities in
settlement of the Restricted Stock Units to which you would otherwise be entitled during
the six (6) month period following the date of your Termination of Employment will be
issuable on the first business day following the expiration of such six (6) month period.




	4.	 	Cancellation of Unvested Restricted Stock Units






          Notwithstanding any other provision of this Award Agreement: (a) if at any time the
vesting provisions set forth in your Grant Letter can no longer be satisfied; or (b) unless
determined otherwise by the Committee, in the event of a Termination of Employment (as
defined below), all unvested Restricted Stock Units shall be forfeited and cancelled and
you shall have no further rights of any kind or nature with respect thereto. For purposes
of this Section, “Termination of Employment” shall mean termination of your employment as
an employee of the Company for any reason, including the Company terminating your
employment for Cause (as defined in Section 14) and your Retirement (as defined in Section
14) from the Company, provided that: (i) death; (ii) Disability; (iii) a transfer from the
Company to a Subsidiary or affiliate of the Company, whether or not incorporated, or vice
versa, or from one Subsidiary or affiliate of the Company to another; and (iv) a leave of
absence, duly authorized in writing by the Company, shall not be deemed a Termination of
Employment; provided, however, that if the leave of absence exceeds six (6) months, and a
return to service upon expiration of such leave is not guaranteed by statute or contract,
then your employment shall be deemed to terminate on the first date following such
six-month period. Notwithstanding the foregoing, with respect to a leave of absence due to
any medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than six (6) months,
where such impairment causes you to be unable to perform the duties of your position of
employment or substantially similar position of employment, a twenty-nine (29) month period
of absence shall be substituted for such six (6) month period above.



 









 






	5.	 	Transferability






          The Restricted Stock Unit Award is not transferable by you otherwise than: (i) by will
or by laws of descent and distribution; (ii) by gift to members of your immediate family;
(iii) to a trust established for the benefit of your immediate family members only; (iv) to
a partnership in which your immediate family members are the only partners; or (v) as
otherwise determined by the Committee. For purposes of this plan, “immediate family” shall
mean your spouse and natural, adopted or step-children and grandchildren. Notwithstanding
any transfer of the Restricted Stock Unit Award or portion thereof, the transferred
Restricted Stock Unit Award shall continue to be subject to the Plan and this Award
Agreement’s terms and conditions as were applicable to you immediately prior to the
transfer, as if the Restricted Stock Unit Award had not been transferred.




	6.	 	Withholding






          The Company shall have the right, in connection with the settlement of the Restricted
Stock Units subject to this Award Agreement: (i) to deduct from any payment otherwise due
by the Company to you or any other person receiving delivery of the payment an amount equal
to the taxes required to be withheld by law with respect to such delivery; (ii) to require
you or any other person receiving such delivery to pay to it an amount sufficient to
provide for any such taxes so required to be withheld; or (iii) to sell such number of the
shares of Stock or other securities as may be necessary so that the net proceeds of such
sale shall be an amount sufficient to provide for any such taxes so required to be
withheld. The Company may also permit you to tender shares of Stock or other securities to
the Company having a value sufficient to provide for any such taxes so required to be
withheld.




	7.	 	Data Privacy






          If you are an Employee providing services to the Company or one of its Subsidiaries at
a location outside the United States, you hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal data as
described in this document by and among, as applicable, the Company or its Subsidiaries
(your “Employer”), for the exclusive purpose of implementing, administering and managing
your participation in the Plan.




          You understand that the Company, its Subsidiaries and your Employer hold certain
personal information about you, including, but not limited to, your name, home address and
telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any shares of Stock or other securities or directorships
held in the Company or its Subsidiaries, details of



 









 







all Restricted Stock Unit Awards or any other entitlement to shares of Stock or other
securities awarded, canceled, exercised, vested, unvested or outstanding in your favor, for
the purpose of implementing, administering and managing the Plan (“Data”). You understand
that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in your
country, or elsewhere, and that the recipient’s country may have different data privacy
laws and protections than your country. You authorize the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with
whom you may elect to deposit any shares of Stock or other securities acquired upon vesting
of the Restricted Stock Unit Award. You understand that Data will be held only as long as
is necessary to implement, administer and manage your participation in the Plan. You
understand that you may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or withdraw the
consents herein by contacting in writing your local human resources representative. You
understand that withdrawal of consent may affect your participation in the Plan.




	8.	 	Applicable Law






          This Award Agreement and the Company’s obligation to deliver cash, Stock or other
securities hereunder shall be 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.




	9.	 	Amendment and Delay to Meet the Requirements of Section 409A 






          The Company, in the exercise of its sole discretion and without your consent, may
amend or modify this Award Agreement in any manner and delay the issuance of any Stock or
other securities issuable pursuant to this Award Agreement to the minimum extent necessary
to meet the requirements of Section 409A of the Code as amplified by any Treasury
regulations or guidance from the Internal Revenue Service as the Company deems appropriate
or advisable.




	10.	 	Headings






          The section headings contained in these Restricted Stock Unit Terms and Conditions 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.



 









 






	11.	 	References






          All references in these Restricted Stock Unit Terms and Conditions to sections,
paragraphs, subparagraphs or clauses shall be deemed to be references to sections,
paragraphs, subparagraphs and clauses of these Restricted Stock Unit Terms and Conditions
unless otherwise specifically provided.




	12.	 	Amendment and Termination






          The Company has reserved the right to amend or terminate the Plan and this Award
Agreement at any time. The grant of Restricted Stock Units in one year or at one time does
not in any way obligate the Company or its affiliates to make a grant in any future year or
in any given amount. The Award 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.




	13.	 	Entire Agreement






          This Award Agreement and the Plan embody the entire agreement and understanding
between the Company and you with respect to the Restricted Stock Units, and there are no
representations, promises, covenants, agreements or understandings with respect to the
Restricted Stock Units other than those expressly set forth in this Award Agreement and the
Plan.




	14.	 	Definitions






	 	(a)	 	Award Agreement: these Restricted Stock Unit Terms and Conditions
together with the Grant Letter.
	 
	 	(b)	 	Cause: (i) a felony conviction of a Participant; (ii) the commission
by a Participant of an act of fraud or embezzlement against the Company and/or a
Subsidiary; (iii) willful misconduct or gross negligence materially detrimental to the
Company and/or a Subsidiary; (iv) the Participant’s continued failure to implement
reasonable requests or directions received in the course of his or her employment; (v)
the Participant’s wrongful dissemination or use of confidential or proprietary
information; or (vi) the intentional and habitual neglect by the Participant of his or
her duties to the Company and/or a Subsidiary.
	 
	 	(c)	 	Disability: permanent and total disability within the meaning of the
Company’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.




 









 












	 	(d)	 	Grant Letter: the letter from the Company granting the Restricted
Stock Units to the Employee.
	 
	 	(e)	 	Retirement: your voluntary termination of employment with the
Company for any reason.