exv4w12






Exhibit 4.12









[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 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:

	 	[Date]
	 
	 	 
	EXERCISE PRICE:

	 	[$] per share
	 
	 	 
	NUMBER OF OPTION SHARES:

	 	[#] shares
	 
	 	 
	EXPIRATION DATE:

	 	[#] years
	 
	 	 
	TYPE OF OPTION:

	 	Non-Qualified Option
	 
	 	 
	VESTING SCHEDULE:

	 	[Insert Vesting Schedule]






     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:
	 
	 	 
	[Name]

	 	[Name]
	[Title]

	 	Date:






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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.














 

















	 	(i)	 	Grantee:
	 
	 	(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:






	 	u 	 	 by check or cash; or




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	 	u 	 	in shares of Stock; or
	 
	 	u 	 	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:






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






	 	u  	 	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
	 
	 	u  	 	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




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	 	 	 	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.






	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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