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                                                                    EXHIBIT 10.1

                          MINDSPEED TECHNOLOGIES, INC.
                        2003 EMPLOYEE STOCK PURCHASE PLAN

                 ADOPTED BY THE BOARD OF DIRECTORS JUNE 5, 2003
                      APPROVED BY STOCKHOLDER JUNE 6, 2003
                     AMENDED BY THE COMMITTEE AUGUST 4, 2005

1.      PURPOSE.

        (a) The purpose of the Plan is to provide a means by which Employees of
the Company and certain designated Participating Subsidiaries may be given an
opportunity to purchase shares of the Common Stock of the Company.

        (b) The Company, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success of
the Company and its Related Corporations.

        (c) The Company intends that the Purchase Rights be considered options
issued under an Employee Stock Purchase Plan.

2.      DEFINITIONS.

        (a) "AGENT" means Fidelity Stock Plan Services or such successor agent
as the Company may employ.

        (b) "BOARD" means the Board of Directors of the Company.

        (c) "CODE" means the Internal Revenue Code of 1986, as amended.

        (d) "COMMITTEE" means a committee appointed by the Board in accordance
with Section 3(c) of the Plan.

        (e) "COMMON STOCK" means the common stock of the Company.

        (f) "COMPANY" means Mindspeed Technologies, Inc., a Delaware
corporation.

        (g) "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee will not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than ninety (90) days or reemployment upon the expiration of such leave
is guaranteed by contract or statute.

        (h) "CONTRIBUTIONS" means the payroll deductions, and other additional
payments specifically provided for in the Offering, that a Participant
contributes to fund the exercise of a Purchase Right. A Participant may make
additional payments into his or her account, if



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specifically provided for in the Offering, and then only if the Participant has
not already had the maximum permitted amount through payroll deductions withheld
during the Offering.

                (i) "CORPORATE TRANSACTION" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                (i) a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company;

                (ii) a sale or other disposition of at least ninety percent
(90%) of the outstanding securities of the Company;

                (iii) a merger, consolidation or similar transaction following
which the Company is not the surviving corporation; or

                (iv) a merger, consolidation or similar transaction following
which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

        (j) "DIRECTOR" means a member of the Board.

        (k) "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements set
forth in the Offering for eligibility to participate in the Offering, provided
that such Employee also meets the requirements for eligibility to participate
set forth in the Plan.

        (l) "EMPLOYEE" means any person, including Officers and Directors, who
is employed for purposes of Section 423(b)(4) of the Code by the Company or any
Related Corporation. Neither service as a Director nor payment of a director's
fee shall be sufficient to make an individual an Employee of the Company or a
Related Corporation.

        (m) "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants Purchase
Rights intended to be options issued under an "employee stock purchase plan", as
that term is defined in Section 423(b) of the Code.

        (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

        (o) "FAIR MARKET VALUE" means the value of the Common Stock, as
determined by the Board in its discretion, based on the closing price of the
Common Stock on the Nasdaq National Market System for such date (or, in the
event that the Common Stock is not traded on such date, on the immediately
preceding Trading Day), as reported in The Wall Street Journal.

        (p) "GRANT DATE" means the first Trading Day of an Offering.

        (q) "IVR SYSTEM" means the integrated voice response system maintained
for this Plan and provided by the Agent, through which Participants may elect to
participate, amend their



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participation or withdraw from participation in this Plan, pursuant to the terms
and conditions of this Plan.

        (r) "OFFERING" means the grant of Purchase Rights to purchase shares of
Common Stock under the Plan to Eligible Employees.

        (s) "OFFERING DATE" means a date selected by the Board for an Offering
to commence.

        (t) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

        (u) "PARTICIPANT" means an Eligible Employee who holds an outstanding
Purchase Right granted pursuant to the Plan.

        (v) "PLAN" means this Mindspeed Technologies, Inc. 2003 Employee Stock
Purchase Plan.

        (w) "PURCHASE DATE" means one or more dates during an Offering
established by the Board on which Purchase Rights shall be exercised and as of
which purchases of shares of Common Stock shall be carried out in accordance
with such Offering.

        (x) "PURCHASE PERIOD" means a period of time specified within an
Offering beginning on the Offering Date or on the next day following a Purchase
Date within an Offering and ending on a Purchase Date. An Offering may consist
of one or more Purchase Periods.

        (y) "PURCHASE RIGHT" means an option to purchase shares of Common Stock
granted pursuant to the Plan.

        (z) "RELATED CORPORATION" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

        (aa) "SECURITIES ACT" means the Securities Act of 1933, as amended.

        (bb) "TRADING DAY" means a day on which the National Stock Exchanges and
the National Association of Securities Dealers Automated Quotation (NASDAQ)
System are open for trading.

        (cc) "WEB" means the Agent's NetBenefits.com website that is used to
facilitate Plan transactions and is accessible through the Company's intranet.

3.      ADMINISTRATION.

        (a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c). Whether or
not the Board has



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delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.

        (b) The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                (i) To determine when and how Purchase Rights to purchase shares
of Common Stock shall be granted and the provisions of each Offering of such
Purchase Rights (which need not be identical).

                (ii) To designate from time to time which Related Corporations
of the Company shall be eligible to participate in the Plan.

                (iii) To construe and interpret the Plan and Purchase Rights,
and to establish, amend and revoke rules and regulations for the administration
of the Plan. The Board, in the exercise of this power, may correct any defect,
omission or inconsistency in the Plan, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.

                (iv) To amend the Plan as provided in Section 15.

                (v) Generally, to exercise such powers and to perform such acts
as it deems necessary or expedient to promote the best interests of the Company
and its Related Corporations and to carry out the intent that the Plan be
treated as an Employee Stock Purchase Plan.

        (c) The Board may delegate administration of the Plan to a Committee of
the Board composed of one (1) or more members of the Board. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan. If administration is delegated to a Committee, references to the Board
in this Plan and in the Offering document shall thereafter be deemed to be to
the Board or the Committee, as the case may be.

4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 14 relating to adjustments upon changes in securities, the shares of
Common Stock that may be sold pursuant to Purchase Rights shall not exceed in
the aggregate one million two hundred fifty thousand (1,250,000) shares of
Common Stock, plus an annual increase of six hundred seventy-five thousand
(675,000) shares of Common Stock to be added on the first day of the fiscal year
of the Company for a period of ten (10) years, commencing on the first day of
the fiscal year that begins on October 1, 2004 and ending on (and including) the
first day of the fiscal year that begins on October 1, 2013. Notwithstanding the
foregoing, the Board may act, prior to the first day of any fiscal year of the
Company and in lieu of the automatic increase described in the prior sentence,
to increase the share reserve by such number of shares of Common Stock as the
Board shall determine, which number shall be less than six hundred seventy-five
thousand (675,000) shares of Common Stock. If any Purchase Right granted under



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the Plan shall for any reason terminate without having been exercised, the
shares of Common Stock not purchased under such Purchase Right shall again
become available for issuance under the Plan, but all shares sold under this
Plan, regardless of source, shall be counted against the limitation set forth
above.

5.      GRANT OF PURCHASE RIGHTS; OFFERING.

        (a) The Board may from time to time grant or provide for the grant of
Purchase Rights to purchase shares of Common Stock under the Plan to Eligible
Employees in an Offering (consisting of one or more Purchase Periods) on an
Offering Date or Offering Dates selected by the Board. Each Offering shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate, which shall comply with the requirement of Section 423(b)(5) of the
Code that all Employees granted Purchase Rights shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by
reference into the Plan and treated as part of the Plan. The provisions of
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
document comprising the Offering or otherwise) the period during which the
Offering shall be effective, which period shall not exceed twenty-seven (27)
months beginning with the Offering Date, and the substance of the provisions
contained in Sections 6 through 9, inclusive.

        (b) If a Participant has more than one Purchase Right outstanding under
the Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by that Participant
shall be deemed to apply to all of his or her Purchase Rights under the Plan,
and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
Purchase Right, if different Purchase Rights have identical exercise prices)
shall be exercised to the fullest possible extent before a Purchase Right with a
higher exercise price (or a later-granted Purchase Right if different Purchase
Rights have identical exercise prices) shall be exercised.

6.      ELIGIBILITY.

        (a) Purchase Rights may be granted only to Employees of the Company or,
as the Board may designate as provided in Section 3(b), to Employees of a
Related Corporation. Except as provided in Section 6(b), an Employee shall not
be eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee has been in the employ of the Company or the Related
Corporation, as the case may be, for such continuous period preceding such
Offering Date as the Board may require, but in no event shall the required
period of continuous employment be greater than two (2) years. In addition, the
Board may provide that no Employee shall be eligible to be granted Purchase
Rights under the Plan unless, on the Offering Date, such Employee's customary
employment with the Company or the Related Corporation is more than twenty (20)
hours per week and more than five (5) months per calendar year.

        (b) The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee, shall, on a date or dates
specified in the Offering which coincides with the day on which such person
becomes an Eligible Employee or which occurs



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thereafter, receive a Purchase Right under that Offering, which Purchase Right
shall thereafter be deemed to be a part of that Offering. Such Purchase Right
shall have the same characteristics as any Purchase Rights originally granted
under that Offering, as described herein, except that:

                (i) the date on which such Purchase Right is granted shall be
the "Offering Date" of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;

                (ii) the period of the Offering with respect to such Purchase
Right shall begin on its Offering Date and end coincident with the end of such
Offering; and

                (iii) the Board may provide that if such person first becomes an
Eligible Employee within a specified period of time before the end of the
Offering, he or she shall not receive any Purchase Right under that Offering.

        (c) No Employee shall be eligible for the grant of any Purchase Rights
under the Plan if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any Related
Corporation. For purposes of this Section 6(c), the rules of Section 424(d) of
the Code shall apply in determining the stock ownership of any Employee, and
stock which such Employee may purchase under all outstanding Purchase Rights and
options shall be treated as stock owned by such Employee.

        (d) As specified by Section 423(b)(8) of the Code, an Eligible Employee
may be granted Purchase Rights under the Plan only if such Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans
of the Company and any Related Corporations, do not permit such Eligible
Employee's rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair
Market Value of such stock (determined at the time such rights are granted, and
which, with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at
any time.

        (e) Officers of the Company and any designated Related Corporation, if
they are otherwise Eligible Employees, shall be eligible to participate in
Offerings under the Plan. Notwithstanding the foregoing, the Board may provide
in an Offering that Employees who are highly compensated Employees within the
meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.

7.      PURCHASE RIGHTS; PURCHASE PRICE.

        (a) On each Offering Date, each Eligible Employee, pursuant to an
Offering made under the Plan, shall be granted a Purchase Right to purchase up
to that number of shares of Common Stock purchasable either with a percentage or
with a maximum dollar amount, as designated by the Board, but in either case not
exceeding ten percent (10%), of such Employee's Earnings (as defined by the
Board in each Offering) during the period that begins on the Offering



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Date (or such later date as the Board determines for a particular Offering) and
ends on the date stated in the Offering, which date shall be no later than the
end of the Offering.

        (b) The Board shall establish one (1) or more Purchase Dates during an
Offering as of which Purchase Rights granted pursuant to that Offering shall be
exercised and purchases of shares of Common Stock shall be carried out in
accordance with such Offering.

        (c) In connection with each Offering made under the Plan, the Board may
specify a maximum number of shares of Common Stock that may be purchased by any
Participant on any Purchase Date during such Offering. In connection with each
Offering made under the Plan, the Board may specify a maximum aggregate number
of shares of Common Stock that may be purchased by all Participants pursuant to
such Offering. In addition, in connection with each Offering that contains more
than one Purchase Date, the Board may specify a maximum aggregate number of
shares of Common Stock that may be purchased by all Participants on any given
Purchase Date under the Offering. If the aggregate purchase of shares of Common
Stock issuable upon exercise of Purchase Rights granted under the Offering would
exceed any such maximum aggregate number, then, in the absence of any Board
action otherwise, a pro rata allocation of the shares of Common Stock available
shall be made in as nearly a uniform manner as shall be practicable and
equitable.

        (d) The purchase price of shares of Common Stock acquired pursuant to
Purchase Rights shall be not less than the lesser of:

                (i) an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Common Stock on the Offering Date; or

                (ii) an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Common Stock on the applicable Purchase Date.

provided, however, that the purchase price per share of Common Stock shall not
be less than the par value per share of the Common Stock.

8.      PARTICIPATION; WITHDRAWAL; TERMINATION.

        (a) A Participant may elect to authorize payroll deductions pursuant to
an Offering under the Plan by enrolling through an IVR System or the Web (or
other electronic form of subscription agreement) within the time specified in
the Offering. Each such enrollment shall authorize an amount of Contributions
expressed as a percentage of the submitting Participant's Earnings (as defined
in each Offering) during the Offering (not to exceed the maximum percentage
specified by the Board). Each Participant's Contributions shall be credited to a
bookkeeping account for such Participant under the Plan and shall be deposited
with the general funds of the Company except where applicable law requires that
Contributions be deposited with a third party. To the extent provided in the
Offering, a Participant may begin such Contributions after the beginning of the
Offering. To the extent provided in the Offering, a Participant may thereafter
reduce (including to zero) or increase his or her payroll deductions by
submitting a



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new enrollment election through the IVR System or the Web (or other electronic
form of subscription agreement).

        (b) During an Offering, a Participant may cease making Contributions and
withdraw from the Offering by delivering to the Company a notice of withdrawal
in such form as the Company may provide. Such withdrawal may be elected at any
time prior to the end of the Offering, except as provided otherwise in the
Offering. Upon such withdrawal from the Offering by a Participant, the Company
shall distribute to such Participant as soon as administratively practicable all
of his or her accumulated Contributions (reduced to the extent, if any, such
deductions have been used to acquire shares of Common Stock for the Participant)
under the Offering, and such Participant's Purchase Right in that Offering shall
thereupon terminate. A Participant's withdrawal from an Offering shall have no
effect upon such Participant's eligibility to participate in any other Offerings
under the Plan, but such Participant shall be required to deliver a new
enrollment form pursuant to the procedure set forth in Section 8(a) in order to
participate in subsequent Offerings.

        (c) Purchase Rights granted pursuant to any Offering under the Plan
shall terminate immediately upon termination of a Participant's Continuous
Status as an Employee for any reason or for no reason or other lack of
eligibility. The Company shall distribute to such terminated or otherwise
ineligible Employee all of his or her accumulated Contributions (reduced to the
extent, if any, such Contributions have been used to acquire shares of Common
Stock for the terminated or otherwise ineligible Employee) under the Offering.
If the Fair Market Value of a share of Common Stock is less than its par value
on a Purchase Date during an Offering, then the Company shall not exercise the
Participants' Purchase Rights and shall distribute to each Participant his or
her accumulated Contributions (reduced to the extent, if any, such Contributions
have been used to acquire shares of Common Stock for the Participant on a prior
Purchase Date) under the Offering.

        (d) Neither Contributions credited to a Participant's account nor any
Purchase Rights or rights to receive shares under this Plan may be assigned,
transferred, pledged or otherwise disposed of in any way other than by will or
the laws of descent and distribution, or by a beneficiary designation as
provided in Section 13. Any such attempt at assignment, transfer, pledge or
other disposition will be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with this Section 8. During a
Participant's lifetime, Purchase Rights shall be exercisable only by such
Participant.

        (e) Unless otherwise specified in an Offering, the Company shall have no
obligation to pay interest on Contributions.

9.      EXERCISE.

        (a) On each Purchase Date during an Offering, each Participant's
accumulated Contributions shall be applied to the purchase of shares of Common
Stock up to the maximum number of shares of Common Stock permitted pursuant to
the terms of the Plan and the applicable Offering, at the purchase price
specified in the Offering. No fractional shares shall be issued upon the
exercise of Purchase Rights unless specifically provided for in the Offering.



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        (b) If any amount of accumulated Contributions remains in a
Participant's account after the purchase of shares of Common Stock on any
Purchase Date pursuant to Section 9(a) above, then such remaining amount shall
be returned, without interest, to the Participant as promptly as
administratively practicable.

        (c) If the stockholders of the Company do not approve this Plan within
twelve (12) months of the adoption of this Plan by the Company's Board, then the
Company shall satisfy any federal, state, or local tax withholding obligations
relating to a Participant's purchase of Common Stock by withholding the entire
minimum required withholding amount from such Participant's paycheck(s) as soon
as administratively practicable following such purchase until paid in full.

        (d) No Purchase Rights may be exercised to any extent unless the shares
of Common Stock to be issued upon such exercise under the Plan are covered by an
effective registration statement pursuant to the Securities Act and the Plan is
in material compliance with all applicable federal, state, foreign and other
securities and other laws applicable to the Plan. If on a Purchase Date during
any Offering hereunder the shares of Common Stock are not so registered or the
Plan is not in such compliance, no Purchase Rights or any Offering shall be
exercised on such Purchase Date, and the Purchase Date shall be delayed until
the shares of Common Stock are subject to such an effective registration
statement and the Plan is in such compliance, except that the Purchase Date
shall not be delayed more than twelve (12) months and the Purchase Date shall in
no event be more than twenty-seven (27) months from the Offering Date. If, on
the Purchase Date under any Offering hereunder, as delayed to the maximum extent
permissible, the shares of Common Stock are not registered and the Plan is not
in such compliance, no Purchase Rights or any Offering shall be exercised and
all Contributions accumulated during the Offering (reduced to the extent, if
any, such deductions have been used to acquire shares of Common Stock) shall be
distributed to the Participants.

        (e) As a condition to the exercise of a Purchase Right, the Company may
require the Participant to represent and warrant at the time of any such
exercise that the shares of Common Stock to be issued are being purchased only
for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any applicable provisions of law.

        (f) As promptly as practicable after each Purchase Date, the Company
will arrange for the deposit, into each Participant's account with the Agent
designated by the Company to administer this Plan, of the number of shares
purchased upon exercise of his or her option.

10.     COVENANTS OF THE COMPANY. The Company shall seek to obtain from each
federal, state, foreign or other regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
shares of Common Stock upon exercise of the Purchase Rights. If, after
commercially reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of shares of Common Stock under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell shares of Common Stock upon exercise of such Purchase Rights unless and
until such authority is obtained.



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11.     USE OF PROCEEDS FROM SHARES OF COMMON STOCK. Proceeds from the sale of
shares of Common Stock pursuant to Purchase Rights shall constitute general
funds of the Company.

12.     RIGHTS AS A STOCKHOLDER. A Participant shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, shares of
Common Stock subject to Purchase Rights unless and until the Participant's
shares of Common Stock acquired upon exercise of Purchase Rights are recorded in
the books of the Company (or the Agent).

13.     DESIGNATION OF BENEFICIARY.

        (a) A Participant may file a written designation of a beneficiary who is
to receive any shares of Common Stock and/or cash, if any, from the
Participant's account under the Plan in the event of such Participant's death
subsequent to the end of an Offering but prior to delivery to the Participant of
such shares of Common Stock or cash. In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event of such Participant's death
during an Offering.

        (b) The Participant may change such designation of beneficiary at any
time by written notice to the Company. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver such shares of Common Stock and/or cash to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its sole
discretion, may deliver such shares of Common Stock and/or cash to the spouse or
to any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

14.     ADJUSTMENTS UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS.

        (a) If any change is made in the shares of Common Stock subject to the
Plan or subject to any Purchase Right without the receipt of consideration by
the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan shall be appropriately adjusted in the
type(s), class(es) and maximum number of shares of Common Stock subject to the
Plan pursuant to Section 4, and the outstanding Purchase Rights shall be
appropriately adjusted in the type(s), class(es), number of shares and purchase
limits of such outstanding Purchase Rights. The Board shall make such
adjustments, and its determination shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company").

        (b) In the event of a Corporate Transaction, then: (i) any surviving or
acquiring corporation may continue or assume Purchase Rights outstanding under
the Plan or may substitute similar rights (including a right to acquire the same
consideration paid to stockholders in the Corporate Transaction) for those
outstanding under the Plan, or (ii) if any surviving or



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acquiring corporation does not continue or assume such Purchase Rights or does
not substitute similar rights for Purchase Rights outstanding under the Plan,
then, the Participants' accumulated Contributions shall be used to purchase
shares of Common Stock within five (5) business days prior to the Corporate
Transaction under the ongoing Offering, and the Participants' Purchase Rights
under the ongoing Offering shall terminate immediately after such purchase.

15.     AMENDMENT OF THE PLAN.

        (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 14 and this Section 15, and except as to
amendments solely to benefit the administration of the Plan, to take account of
a change in legislation or to obtain or maintain favorable tax, exchange control
or regulatory treatment for Participants or the Company or any Related
Corporation, no amendment shall be effective unless approved by the stockholders
of the Company to the extent stockholder approval is necessary for the Plan to
satisfy the requirements of Section 423 of the Code or other applicable laws or
regulations.

        (b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been adversely affected, the Board
(or its Committee) will be entitled to change the Offering Dates and Purchase
Dates, limit the frequency and/or number of changes in the amount withheld
during an Offering, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of
the amount designated by a Participant in order to adjust for delays or mistakes
in the Company's processing of properly completed withholding elections,
establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each Participant properly correspond with amounts withheld from
the Participant's Earnings, and establish such other limitations or procedures
as the Board (or its Committee) determines in its sole discretion advisable that
are consistent with this Plan.

        (c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Employee Stock Purchase Plans
and/or to bring the Plan and/or Purchase Rights into compliance therewith.

        (d) The rights and obligations under any Purchase Rights granted before
amendment of the Plan shall not be impaired by any amendment of the Plan except:
(i) with the consent of the person to whom such Purchase Rights were granted, or
(ii) as necessary to comply with any laws or governmental regulations
(including, without limitation, the provisions of the Code and the regulations
promulgated thereunder relating to Employee Stock Purchase Plans).

16.     TERMINATION OR SUSPENSION OF THE PLAN.

        (a) The Board in its discretion may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate at the time that all of
the shares of Common Stock reserved for issuance under the Plan, as increased
and/or adjusted from time to time, have been



                                       11
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issued under the terms of the Plan. No Purchase Rights may be granted under the
Plan while the Plan is suspended or after it is terminated.

        (b) Any benefits, privileges, entitlements and obligations under any
Purchase Rights while the Plan is in effect shall not be impaired by suspension
or termination of the Plan except (i) as expressly provided in the Plan or with
the consent of the person to whom such Purchase Rights were granted, (ii) as
necessary to comply with any laws, regulations, or listing requirements, or
(iii) as desired, in the sole discretion of the Board, to ensure that the Plan
and/or Purchase Rights comply with the requirements of Section 423 of the Code
(or any successor rule or provision or any applicable law or regulation).

17.     REPORTS. Individual accounts will be maintained for each Participant in
this Plan. Statements of account will be given to Participants promptly
following each Exercise Date, which statements will set forth the amounts of
Contributions, the per share purchase price, the number of shares purchased and
the remaining cash balance, if any.

18.     TERM AND EFFECTIVE DATE OF PLAN. The Plan shall become effective as
determined by the Board. Notwithstanding the intent that the Company intends
that the Purchase Rights be considered options issued under an Employee Stock
Purchase Plan, Purchase Rights may be exercised even if the Plan has not been
approved by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted by the Board. The Plan will continue in
effect for a term of twenty (20) years from its original date of adoption unless
sooner terminated under Section 16.

19.     ADDITIONAL RESTRICTIONS OF RULE 16B-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act will comply with the applicable provisions of
Rule 16b-3. This Plan will be deemed to contain, and such options will contain,
and the shares issued upon exercise thereof will be subject to, such additional
conditions and restrictions as may be required by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

20.     MISCELLANEOUS PROVISIONS.

        (a) The Plan and Offering do not constitute an employment contract.
Nothing in the Plan or in the Offering shall in any way alter the at will nature
of a Participant's employment or be deemed to create in any way whatsoever any
obligation on the part of any Participant to continue in the employ of the
Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant.

        (b) The provisions of the Plan shall be governed by the laws of the
State of California without resort to that state's conflicts of laws rules.

        (c) All notices or other communications by a Participant to the Company
under or in connection with this Plan will be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.



                                       12
<PAGE>

                          MINDSPEED TECHNOLOGIES, INC.

                        2003 EMPLOYEE STOCK PURCHASE PLAN

                                    OFFERING

                            EFFECTIVE AUGUST 4, 2005



        In this document, capitalized terms not otherwise defined shall have the
same definitions of such terms as in the Mindspeed Technologies, Inc. 2003
Employee Stock Purchase Plan.

1.      GRANT; OFFERING DATE.

        (a) The Compensation and Management Development Committee of the Board
hereby authorizes the grant of rights to purchase shares of Common Stock to all
Eligible Employees pursuant to an Offering ("Purchase Rights") on the terms and
conditions described herein and in the Plan.

        (b) The first Offering hereunder (the "Initial Offering") shall begin on
September 1, 2005 and shall end on February 28, 2006, unless terminated earlier
as provided below. Thereafter, an Offering shall begin on the day after the
Purchase Date of the immediately preceding Offering. Except as provided below,
each Offering shall be approximately six (6) months in duration. Except as
provided below, the Purchase Date is the last day of an Offering.

        (c) Notwithstanding the foregoing: (i) if any Offering Date falls on a
day that is not a Trading Day, then such Offering Date shall instead fall on the
next subsequent Trading Day; (ii) if the Fair Market Value of the Common Stock
on an Offering Date is less than the par value of the Common Stock, then such
Offering Date shall instead commence on the next Trading Day on which the Fair
Market Value of the Common Stock is equal to or greater than its par value;
(iii) if any Purchase Date falls on a day that is not a Trading Day, then such
Purchase Date shall instead fall on the immediately preceding Trading Day; and
(iv) each Offering shall terminate on the seventh (7th) Trading Day prior to any
Distribution Record Date occurring during such Offering (or the Company's best
estimate of such date) and such termination date shall be a Purchase Date under
each such Offering. For this purpose, a "Distribution Record Date" shall mean a
record date for the distribution of shares of common stock of a subsidiary of
the Company to the stockholders of the Company.

        (d) Prior to the commencement of any Offering, the Board may change any
or all terms of such Offering and any subsequent Offerings. The granting of
Purchase Rights pursuant to an Offering hereunder shall occur on the Offering
Date unless prior to such date (i) the Board determines that such Offering shall
not occur, or (ii) no shares of Common Stock remain available for issuance under
the Plan in connection with the Offering.



<PAGE>

        (e) If the Company's accountants advise the Company that the accounting
treatment of purchases under the Plan has changed in a manner that the Company
determines is detrimental to its best interests, then each Offering hereunder
that is then ongoing shall terminate as of the Purchase Date (after the purchase
of stock on the Purchase Date) under such Offering.


2.      ELIGIBLE EMPLOYEES.

        (a) Each Eligible Employee, who is either an employee of the Company or
an employee of a Related Corporation incorporated in the United States on the
first day of the enrollment period of an Offering hereunder as announced by the
Company prior to the Offering Date of such Offering shall be granted a Purchase
Right on the Offering Date of such Offering provided, however, that an Eligible
Employee may not participate in more than one Offering.

        (b) Notwithstanding the foregoing, the following Employees shall not be
Eligible Employees or be granted Purchase Rights under an Offering:

                (i) part-time or seasonal Employees whose customary employment
is twenty (20) hours per week or less or five (5) months per calendar year or
less;

                (ii) five percent (5%) stockholders (including ownership through
unexercised and/or unvested stock options) as described in Section 6(c) of the
Plan; or

                (iii) Employees in jurisdictions outside of the United States
if, as of the Offering Date of the Offering, the grant of such Purchase Rights
would not be in compliance with the applicable laws of any jurisdiction in which
the Employee resides or is employed.

3.      PURCHASE RIGHTS.

        (a) Subject to the limitations herein and in the Plan, a Participant's
Purchase Right shall permit the purchase of the number of shares of Common Stock
purchasable with any whole percentage of not less than one percent (1%) and not
more than ten percent (10%) of such Participant's Earnings paid during the
period of such Offering beginning as soon as administratively practicable after
such Participant first commences participation; provided, however, that no
Participant may have more than ten percent (10%) of such Participant's Earnings
applied to purchase shares of Common Stock under all ongoing Offerings under the
Plan and all other plans of the Company and Related Corporations that are
intended to qualify as Employee Stock Purchase Plans.

        (b) For Offerings hereunder, "Earnings" means all compensation paid to
an Employee by the Company or a Related Corporation, including all salary, wages
(including amounts elected to be deferred by the Employee, but would otherwise
have been paid, under any cash or deferred arrangement established by the
Company or a Related Corporation), overtime pay, commissions, bonuses, and other
remuneration paid directly to the Employee; but excluding the cost of employee
benefits paid by the Company or a Related Corporation, education or tuition
reimbursements, imputed income arising under any Company or Related Corporation
group insurance or benefit program, travel expenses, business and moving expense



                                       2
<PAGE>

reimbursements, income received in connection with stock options, contributions
made by the Company or any Related Corporation under any employee benefit plan,
and similar items of compensation.

        (c) Notwithstanding the foregoing, the maximum number of shares of
Common Stock that a Participant may purchase on any Purchase Date in an Offering
shall be such number of shares as has a Fair Market Value (determined as of the
Offering Date for such Offering) equal to (x) $25,000 multiplied by the number
of calendar years in which the Purchase Right under such Offering has been
outstanding at any time, minus (y) the Fair Market Value of any other shares of
Common Stock (determined as of the relevant Offering Date with respect to such
shares) that, for purposes of the limitation of Section 423(b)(8) of the Code,
are attributed to any of such calendar years in which the Purchase Right is
outstanding. The amount in clause (y) of the previous sentence shall be
determined in accordance with regulations applicable under Section 423(b)(8) of
the Code based on (i) the number of shares previously purchased with respect to
such calendar years pursuant to such Offering or any other Offering under the
Plan, or pursuant to any other Company or Related Corporation plans intended to
qualify as Employee Stock Purchase Plans, and (ii) the number of shares subject
to other Purchase Rights outstanding on the Offering Date for such Offering
pursuant to the Plan or any other such Company or Related Corporation Employee
Stock Purchase Plan. The Company may reduce a Participant's payroll deductions
to zero at such time during any Offering that is scheduled to end during the
then-current calendar year that the aggregate of all Contributions accumulated
with respect to such Offering and any other Offering would exceed the foregoing
limitations.

        (d) The maximum aggregate number of shares of Common Stock available to
be purchased by all Participants under an Offering shall be the number of shares
of Common Stock remaining available under the Plan immediately prior to the
Purchase Date. If the aggregate purchase of shares of Common Stock upon exercise
of Purchase Rights granted under the Offering would exceed the maximum aggregate
number of shares available, the Board shall make a pro rata allocation of the
shares available in a uniform and equitable manner.

        (e) Notwithstanding the foregoing, the maximum number of shares of
Common Stock that an Eligible Employee may purchase under an Offering shall not
exceed one thousand (1,000) shares.

4.      PURCHASE PRICE. The purchase price of each share of Common Stock under
        the Offering shall be the greater of (a) the par value per share of such
        Common Stock or (b) ninety-five percent (95%) of the Fair Market Value
        of a share of Common Stock on the applicable Purchase Date.

5.      PARTICIPATION.

        (a) Except as otherwise provided below with respect to the Initial
Offering, a Participant may enroll in the Offering through an IVR System, the
Web, other electronic form of subscription agreement (or such other form or
manner as determined by the Board) and thereby authorize payroll deductions
during the period for which such authorization is effective. With the exception
of the Initial Offering, a Participant must enroll in the manner set forth above
only during the period beginning one (1) month before and ending on the fifth
(5th) Trading Day



                                       3
<PAGE>

before the Grant Date of such Offering; provided, however, that, any Participant
who was enrolled in the immediately preceding Offering as of the Purchase Date
for such Offering shall be deemed to have enrolled in any subsequent Offering at
the same level of payroll deductions as in effect on such immediately preceding
Purchase Date, unless such Participant elects not to enroll in the subsequent
Offering prior to the Grant Date of such subsequent Offering. Such payroll
deductions must be in whole percentages only, with a minimum of one percent (1%)
and a maximum percentage of ten percent (10%) of the Participant's Earnings
during such Offering. If payroll deductions are not permitted by local law, an
Eligible Employee shall become a Participant in the Offering by enrolling
through an IVR System, the Web, other electronic form of subscription agreement
(or such other form or manner as determined by the Board).

                (i) A Participant may not make Contributions into his or her
        account in addition to payroll deductions.

                (ii) Notwithstanding the foregoing, with respect to the Initial
        Offering, an Eligible Employee shall become a Participant by enrolling
        in the Initial Offering in the manner or form determined by the Board
        only during the period beginning on August 8, 2005 and ending on August
        25, 2005; provided, however, that any payroll deductions authorized
        shall be effective as soon as administratively practicable for paydates
        occurring after such enrollment during the Offering.

        (b) Subject to the percentage requirements in Section 5(a), a
Participant may increase, decrease or suspend his or her participation level at
any time during an Offering by making a request for such Contribution increase,
decrease or suspension through the IVR System or the Web (or by submitting a new
written or electronic subscription agreement if the IVR System or the Web is not
available). A Participant's election to suspend Contributions during an Offering
period shall not limit such Participant's right to resume payroll deductions at
a later date during the Offering period by electing an increase in Contributions
to any whole percentage of not less than one percent (1%) and not more than ten
percent (10%). The increase, decrease or suspension in Contributions will be
effective as soon as administratively practicable following the date of the
Contribution increase, decrease or suspension request.

        (c) A Participant may withdraw from an Offering and receive a refund of
his or her Contributions (reduced to the extent, if any, such Contributions have
been used to acquire shares of Common Stock for the Participant on any prior
Purchase Date) without interest, at any time prior to the end of the Offering,
excluding only each ten (10) calendar day period immediately preceding a
Purchase Date (or such shorter period of time determined by the Company and
communicated to Participants), by delivering a withdrawal notice to the Company
or a designated Related Corporation in such form as the Company provides. A
Participant who has withdrawn from an Offering shall not again participate in
such Offering, but may participate in subsequent Offerings under the Plan in
accordance with the terms of the Plan and the terms of such subsequent
Offerings.

        (d) Notwithstanding the foregoing or any other provision of this
Offering document or of the Plan to the contrary, neither the enrollment of any
Eligible Employee in the Plan nor any forms relating to participation in the
Plan shall be given effect until such time as a



                                       4
<PAGE>

registration statement covering the registration of the shares under the Plan
that are subject to the Offering has been filed by the Company and has become
effective.

6.      PURCHASES. Subject to the limitations contained herein, on each Purchase
        Date, each Participant's Contributions (without any increase for
        interest) shall be applied to the purchase of whole shares, up to the
        maximum number of shares permitted under the Plan and the Offering.

7.      NOTICES AND AGREEMENTS. Any notices or agreements provided for in an
        Offering or the Plan shall be given in writing, in a form provided by
        the Company, and unless specifically provided for in the Plan or this
        Offering, shall be deemed effectively given upon receipt or, in the case
        of notices and agreements delivered by the Company, five (5) days after
        deposit in the United States mail, postage prepaid.

8.      OFFERING SUBJECT TO PLAN. Each Offering is subject to all the provisions
        of the Plan, and the provisions of the Plan are hereby made a part of
        the Offering. The Offering is further subject to all interpretations,
        amendments, rules and regulations which may from time to time be
        promulgated and adopted pursuant to the Plan. In the event of any
        conflict between the provisions of an Offering and those of the Plan
        (including interpretations, amendments, rules and regulations which may
        from time to time be promulgated and adopted pursuant to the Plan), the
        provisions of the Plan shall control.



                                       5