exv4w13






Exhibit 4.13








[Date]





[Name]

Address

Address






Dear [Name]:






     We are pleased to notify you (the “Grantee”) that, as a material inducement to your
employment, the Compensation and Management Development Committee of the Board of Directors of
Mindspeed Technologies, Inc. (“Mindspeed”) has granted to you shares of restricted stock (the
“Restricted Stock”) upon the terms set forth below and in accordance with the Restricted Stock
Award Agreement attached hereto as Exhibit A (the “Award Agreement”), as follows:



	 	 	 
	     GRANT DATE:

	 	[Date]     
	 
	     TYPE OF GRANT:

	 	Restricted Stock     
	 
	     NUMBER OF SHARES:

	 	[#] shares     
	 
	     VESTING SCHEDULE:

	 	[Insert Vesting Schedule]     






     In accordance with IRS regulations, you may choose to be taxed on the value of the Restricted
Stock at this time, by making a Section 83(b) election. PLEASE NOTE THE FOLLOWING INFORMATION
REGARDING A SECTION 83(b) ELECTION:




	 	•	 	The election form MUST BE FILED WITH MINDSPEED AND THE IRS NO LATER THAN 30 days
after the grant date.
	 
	 	•	 	The holding period begins on the grant date.
	 
	 	•	 	Withholding taxes MUST BE PAID to Mindspeed at the time of the election.
	 
	 	•	 	Additional gain (or loss) is recognized when the stock is sold – not when the
restriction lapses.
	 
	 	•	 	The 83(b) election form, tax calculator and administrative procedures can be found
on the Stock Administration website described below.
	 
	 	•	 	Please consult your own tax advisor for your individual tax situation.





     The Grantee acknowledges and agrees that the Restricted Stock 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:






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	[Name]

	 	[Name]
	[Title]

	 	Date:






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EXHIBIT A




MINDSPEED TECHNOLOGIES, INC.

RESTRICTED STOCK 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 Restricted Stock 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)	 	Dividend: has the meaning set forth in Section 3.
	 
	 	(f)	 	Grant Letter: The letter from Mindspeed granting the Restricted Stock
to the Grantee.
	 
	 	(g)	 	Grantee:
	 
	 	(h)	 	Mindspeed: Mindspeed Technologies, Inc., a Delaware corporation.














 
















	 	(i)	 	Restricted Stock: The shares of restricted stock set forth in the
Grant Letter.
	 
	 	(j)	 	Stock: Shares of common stock, par value $.01 per share, of Mindspeed,
or any security of Mindspeed issued in substitution, exchange or lieu thereof.
	 
	 	(k)	 	Stock Dividends: has the meaning set forth in Section 3.
	 
	 	(l)	 	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.
	 
	 	(m)	 	Termination of Employment: has the meaning set forth in Section 6.






	2.	 	Earning of Restricted Stock
	 
	 	 	The Grantee shall be deemed to have earned the Restricted Stock subject to this Award
Agreement on the earlier of:






	 	(a)	 	satisfaction of the vesting provisions as established in the Grant Letter; or
	 
	 	(b)	 	the Grantee’s death or Disability,






	 	in either case prior to the Grantee’s Termination of Employment.






	3.	 	Retention of Certificates for Restricted Stock and Dividends
	 
	 	 	To facilitate implementation of the provisions of this Award Agreement, certificates for the
Restricted Stock and any dividends or distributions thereon or in respect thereof
(“Dividends”), whether in cash or otherwise (including but not limited to additional shares
of Stock, other securities of Mindspeed or securities of another entity, any such shares or
other securities being collectively referred to herein as “Stock Dividends”) shall be
delivered to and held by Mindspeed, or shall be held in book-entry form subject to
Mindspeed’s instructions, until the Grantee shall have earned the Restricted Stock in
accordance with the provisions of Section 2. Additionally, the Grantee agrees to provide
such other documents appropriate to effectuate the purpose and intent of this Award
Agreement as Mindspeed may reasonably request from time to time.
	 
	4.	 	Voting Rights
	 
	 	 	Notwithstanding the retention by Mindspeed of certificates (or the right to give
instructions with respect to shares held in book-entry form) for the Restricted Stock and
any Stock





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	 	 	Dividends, the Grantee shall be entitled to vote the Restricted Stock and any Stock
Dividends held by Mindspeed in accordance with Section 3, unless and until such shares have
been forfeited in accordance with Section 6.






	5.	 	Delivery of Earned Restricted Stock
	 
	 	 	As promptly as practicable after the Grantee shall have been deemed to have earned the
Restricted Stock in accordance with Section 2, Mindspeed shall deliver to the Grantee (or in
the event of the Grantee’s death, to the Grantee’s estate or any person who acquires the
Grantee’s interest in the Restricted Stock by bequest or inheritance) the Restricted Stock,
together with any Dividends then held by Mindspeed (or subject to its instructions).
	 
	6.	 	Forfeiture of Unearned Restricted Stock and Dividends
	 
	 	 	Notwithstanding any other provision of this Award Agreement, (a) if at any time it shall
become impossible for the Grantee to earn any of the Restricted Stock in accordance with
this Award Agreement, or (b) unless determined otherwise by the Committee, in the event of a
Termination of Employment (as defined below), all unearned Restricted Stock, together with
any Dividends thereon, shall be forfeited, and the Grantee shall have no further rights of
any kind or nature with respect thereto. Upon any such forfeiture, the unearned Restricted
Stock theretofore issued, together with any Dividends thereon, shall be transferred to
Mindspeed. For purposes of this Section, “Termination of Employment” shall mean the
Grantee’s termination of employment as an employee of Mindspeed for any reason, or Mindspeed
terminating the Grantee’s employment for Cause, provided that (i) death, (ii) Disability,
(iii) a 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 and
(iv) a leave of absence, duly authorized in writing by Mindspeed, shall not be deemed a
Termination of Employment.
	 
	7.	 	Transferability
	 
	 	 	The Restricted Stock award is not 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 one or more members of the Grantee’s
immediate family or (iv) 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 Restricted Stock award
or portion thereof, the transferred Restricted Stock award shall continue to be subject to
the Grant Letter and this Award Agreement’s terms and conditions as were applicable to the
Grantee immediately prior to the transfer, as if the Restricted Stock award had not been
transferred.




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	8.	 	Withholding
	 
	 	 	Mindspeed shall have the right, in connection with the delivery of the Restricted Stock and
any Dividends subject to this Award Agreement, (i) to deduct from any payment otherwise due
by Mindspeed to the Grantee or any other person receiving delivery of the Restricted Stock
and any Dividends an amount equal to the taxes required to be withheld by law with respect
to such delivery, (ii) to require the Grantee 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 shares of the Restricted Stock and any Stock Dividends 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.
	 
	9.	 	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.
	 
	10.	 	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.






	11.	 	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
11(b), and that the grant of shares of Restricted Stock 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 12, no such
alteration or amendment shall impair the rights of the Grantee without the Grantee’s
consent.




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	12.	 	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.
	 
	 	(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.






	13.	 	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





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	 	 	 	Section 13(a), or as is required or authorized under the terms of this Award
Agreement.
	 
	 	(c)	 	The existence of the Restricted Stock 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.






	14.	 	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.
	 
	15.	 	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.
	 
	16.	 	Entire Agreement
	 
	 	 	This Award Agreement and the Grant Letter embody the entire agreement and understanding
between Mindspeed and the Grantee with respect to the Restricted Stock, and there are no
representations, promises, covenants, agreements or understandings with respect to the
Restricted Stock other than those expressly set forth in this Award Agreement and the Grant
Letter.




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	17.	 	Applicable Laws and Regulations
	 
	 	 	This Award Agreement and Mindspeed’s obligation to issue the Restricted Stock 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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