exv10w33






EXHIBIT 10.33




Mindspeed Technologies, Inc.

Summary of Director Compensation Arrangements




     We currently pay our non-employee directors annual base compensation of $30,000, and our
non-employee chairman of the board, $80,000, both of which are paid quarterly. They each also
receive committee participation compensation for each committee on which they serve equal to $5,000
annually for the governance and board composition committee and the compensation and management
development committee ($10,000 if serving as chairman of such committee) and $7,500 annually for
the audit committee ($15,000 if serving as chairman of such committee). Each non-employee director
also receives $1,250 for each board or committee meeting attended in person or by telephone. Each
non-employee director has the option each year to receive all or a portion of his cash compensation
due via shares of our common stock or restricted stock units valued at the closing price of our common stock on the
date each payment would otherwise be made. Directors who are our employees are not paid any
additional compensation for their service on our board of directors. Our board of directors may
from time to time appoint additional standing or ad hoc committees, and may compensate directors
who serve on them differently than we currently compensate members of our standing committees. We
reimburse each of our directors for reasonable out-of-pocket expenses that they incur in connection
with their service on our board of directors.



     Our non-employee directors are eligible to participate in our directors stock plan, which is
administered by our compensation and management development committee under authority delegated by
our board of directors. The directors stock plan provides that upon initial election to our board
of directors, each non-employee director is granted an option to
purchase 8,000 shares of our
common stock at an exercise price per share equal to its fair market value on the date of grant.
The options become exercisable in four equal installments on each of the first, second, third and
fourth anniversaries of the date the options are granted. In addition, each non-employee director
is granted an option to purchase 4,000 shares of our common stock following each annual meeting of
stockholders.



     The directors stock plan also provides that, following each annual meeting of stockholders,
each non-employee director is granted restricted stock units in an amount equal to the lesser of:
(i) 3,000 restricted stock units, or (ii) the number of restricted stock units (rounded to nearest
whole unit) equal to $45,000 divided by the closing price of our common stock on the date of grant.
One share of our common stock is issuable upon settlement for each restricted stock unit awarded.
Other than the right to receive dividends, the recipients of restricted stock units will not have
the rights of a stockholder, such as the right to vote, until the restricted stock units are
settled by the issuance of shares of our common stock. The restricted stock units will not be
settled for shares of our common stock until ten days after: (i) the recipient retires from our
board of directors after attaining age 55 and completing at least five years of service as a
director, or (ii) the recipient resigns from our board of directors or ceases to be a director by
reason of antitrust laws, compliance with our conflict of interest policies, death, disability or
other circumstances, and our board of directors 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 our company.



     The directors stock plan also permits the board of directors or the compensation and
management development committee to grant one or more non-employee directors additional
compensation. Such additional compensation may be in the form of shares, restricted stock,
restricted stock units, options or a combination thereof. The directors stock plan is filed as
Exhibit 10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2008. The terms of
each option grant under the directors stock plan are substantially as set forth in Exhibit 10.8
to our Quarterly Report on Form 10-Q for the fiscal quarter
ended July 1, 2005. The terms of each restricted stock unit
grant under the directors stock plan are substantially as set forth
in Exhibit 10.1 to our Current Report on Form 8-K dated
April 11, 2008.



     The compensation arrangements we have with our directors are reviewed and may be modified from
time to time by our board of directors.