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                                                                    EXHIBIT 10.2

                          MINDSPEED TECHNOLOGIES, INC.
                 2003 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                     AMENDED BY THE COMMITTEE AUGUST 4, 2005


                    (NOTE: STOCKHOLDER APPROVAL NOT REQUIRED)


        The Mindspeed Technologies, Inc. 2003 Non-Qualified Employee Stock
Purchase Plan has been established and will be operated in accordance with the
following provisions.

        1.      PURPOSE. The purpose of this Plan is to maintain a competitive
equity compensation program to attract, motivate, retain, and compensate
selected employees of the Company and its Participating Subsidiaries; and to
provide incentive for such employees to acquire a proprietary interest (or
increase an existing proprietary interest) in the Company through the purchase
of Common Stock, and therefore more closely align the interests of such
employees and stockholders of the Company. It is the intention of the Company
that this Plan not qualify or be construed as an "Employee Stock Purchase Plan"
under Section 423 of the Code.

        2.      DEFINITIONS. Capitalized terms not otherwise defined in this
Plan have the following meanings:

        "ADMINISTERING BODY" means the Board as long as no Committee has been
appointed and is in effect, and means the Committee as long as the Committee is
appointed and in effect.

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

        "BOARD" means the Board of Directors of the Company.

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

        "COMMITTEE" means the committee appointed by the Board to administer
this Plan pursuant to Section 13 herein.

        "COMMON STOCK" means the Common Stock of the Company.

        "COMPANY" means Mindspeed Technologies, Inc., a Delaware corporation,
and any successor by merger, consolidation or otherwise.

        "COMPENSATION" means all compensation paid to an Eligible Employee by
the Company or a Participating Subsidiary, including all salary, wages
(including amounts elected to be deferred by the Participant, but that would
otherwise have been paid, under any cash or deferred arrangement established by
the Company or a Participating Subsidiary), overtime pay, commissions, bonuses,
and other remuneration paid directly to the Participant; but excluding the cost
of employee benefits paid by the Company or a Participating Subsidiary,
education or



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tuition reimbursements, imputed income arising under any Company or
Participating Subsidiary group insurance or benefit program, travel expenses,
business and moving expense reimbursements, income received in connection with
stock options or restricted stock, contributions made by the Company or any
Participating Subsidiary under any employee benefit plan, and similar items of
compensation.

        "CONTRIBUTIONS" means all amounts credited to the account of a
Participant pursuant to this Plan.

        "EMPLOYEE" means any person who is customarily employed by the Company
or any Participating Subsidiary for at least twenty (20) hours per week and for
more than five (5) months in any calendar year, but shall not include any person
who performs services for the Company or any Participating Subsidiary (or who is
designated by the Company or any Participating Subsidiary as performing
services) in any of the following capacities:

        (i)     independent contractor or employee of an independent contractor;

        (ii)    temporary employee (through a third-party employment or job
                placement agency or otherwise), regardless of the length of time
                that such person has performed services for the Company or any
                Participating Subsidiary; or

        (iii)   leased employee pursuant to an employee leasing arrangement
                (written or otherwise) between the Company or any Participating
                Subsidiary and any third party; and

provided further that the exclusions described above shall apply irrespective of
whether the described individuals could otherwise be construed as employees
under any applicable common law and regardless of any subsequent
characterization or recharacterization of an individual's status as that of a
common law employee by any court, governmental agency or other entity.

        "ELIGIBLE EMPLOYEE" means an Employee who is selected to participate in
this Plan, in accordance with the provisions of Section 3 herein.

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

        "EXERCISE DATE" means one or more Trading Days established by the
Administering Body with respect to an Offering on which options granted under
the Plan shall be exercised and purchases of shares of Common Stock carried out
in accordance with the terms of such Offering.

        "EXERCISE PRICE" has the meaning set forth in subsection 7(c) herein.

        "FAIR MARKET VALUE" means the fair market value of a share of Common
Stock, as determined in accordance with subsection 7(c) herein.

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



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

        "NEW EXERCISE DATE" has the meaning set forth in subsection 18(b)
herein.

        "OFFERING" has the meaning set forth in Section 4 herein.

        "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, on the relevant date, each of
the corporations other than the Company owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

        "PARTICIPANT" means an Eligible Employee who has elected to participate
in the Plan, in accordance with the provisions of Section 5 herein.

        "PARTICIPATING SUBSIDIARY" means any Subsidiary of the Company that is
designated from time-to-time by the Administering Body in the Offering as
eligible to participate in the Plan.

        "PLAN" means this Mindspeed Technologies, Inc. 2003 Non-Qualified
Employee Stock Purchase Plan.

        "RESERVES" has the meaning set forth in subsection 18(a) herein.

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

        "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, on the relevant
date, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

        "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.

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

        3.      ELIGIBILITY. Employees are eligible to participate in the Plan
only if they are selected to participate by the Administering Body in the
Offering, which selection shall be in the sole discretion of the Administering
Body, subject to the requirements of Section 5 herein. Notwithstanding the
foregoing, no Employee shall be eligible to participate in the Plan if he or she
is an officer or director of the Company subject to the requirements of Section
16 of Exchange Act with respect to the Company's securities.



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<PAGE>

        4.      IMPLEMENTATION.

                (a) The Administering Body may from time-to-time grant or
provide for the grant of options to purchase Common Stock to Eligible Employees
pursuant to Offerings under this Plan on an Exercise Date (or Exercise Dates)
selected by the Administering Body as reflected in an Offering document. Each
Offering shall be in such form and shall contain such terms and conditions as
the Administering Body shall deem appropriate. The provisions of separate
Offerings need not be identical, but the terms and conditions of each Offering
shall be incorporated by reference into the Plan and treated as part of the
Plan.

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

                (c) The Administering Body may provide that a person who, during
the course of an Offering, first becomes an Eligible Employee, will receive an
option under that Offering, which option shall thereafter be deemed to be a part
of that Offering. Such option shall have the same characteristics as any options
originally granted under that Offering, unless the Administering Body specifies
that such right shall have different characteristics.

        5.      PARTICIPATION. An Eligible Employee may become a Participant in
an 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
Administering Body in the Offering) within the time specified by the
Administering Body in the Offering. Each election to enroll in an Offering
(whether through the IVR System, the Web or other electronic form of
subscription agreement) shall identify the percentage of the Participant's
Compensation during the Offering to be paid as Contributions pursuant to the
Offering (as provided in Section 6 herein), and will continue in effect until
the Participant makes a new enrollment election through the IVR System, the Web,
other electronic form of subscription agreement (or such other form or manner as
determined by the Administering Body in the Offering) pursuant to the provisions
of Section 6 herein or terminates his or her participation in the Offering
pursuant to the provisions of Section 10 herein.


        6.      METHOD OF PAYMENT OF CONTRIBUTIONS.

                (a) A Participant will elect to deduct automatically on each
payday during an Offering (or direct debit from such Participant's bank account
if payroll deductions are not permitted by local law) up to a percentage
designated by the Administering Body not to exceed ten percent (10%) (in whole
percentages only) of his or her Compensation during the Offering, to be paid as
Contributions pursuant to the Offering. Such payroll deductions (or direct
debits, as applicable) shall be determined based on the Participant's election
in effect on the payday on


                                       4
<PAGE>

which such Compensation is paid (or date on which such direct debit occurs, as
applicable). For any given Offering, such payroll deductions (or direct debits,
as applicable) will commence on the first payday following the Grant Date (or as
otherwise provided in the Offering) and shall end on the last payday during the
Offering, unless either (i) the Participant's participation in such Offering
terminates pursuant to subsection 10(b) herein or (ii) the Participant amends or
terminates his or her participation in the Offering, as applicable, pursuant to
the provisions of this Section 6 or Section 10 herein. All payroll deductions
(or direct debits, as applicable) made for each Participant shall be credited to
an account for such Participant under this Plan and shall be deposited with the
general funds of the Company or the Participating Subsidiary with whom the
Participant is employed, except as otherwise required by law in applicable
foreign jurisdictions. A Participant may make additional payments into his or
her account only if specifically provided for in the Offering and only if the
Participant has not had the maximum amount withheld during the Offering.

                (b) A Participant may discontinue his or her participation in an
Offering as provided in Section 10 herein.

                (c) A Participant may reduce (including to zero), increase,
suspend or begin such payroll deductions (or direct debits, as applicable) after
the beginning of any Offering only as permitted under the terms of such
Offering.

        7.      OPTION GRANTS; PURCHASE PRICE.

                (a) On each Grant Date pursuant to an Offering made under this
Plan, each Participant shall be granted an option to purchase on each Exercise
Date of such Offering a number of shares of Common Stock determined by dividing
such Participant's Contributions accumulated as of such Exercise Date by the
Exercise Price; provided, however, that such purchases shall be subject to the
limitations set forth in subsections 7(c), 7(d) and 12(a) herein and any
corresponding or additional limitations set forth by the Administering Body in
such Offering.

                (b) The Administering Body shall establish one or more Exercise
Dates during an Offering on which options granted under the Plan shall be
exercised and purchases of shares of Common Stock carried out in accordance with
such Offering.

                (c) The exercise price per share of the shares of Common Stock
acquired pursuant to options granted in a given Offering (the "Exercise Price")
will be not less than the lesser of (i) eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock on the Grant Date; or (ii) eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on the
Exercise Date; provided, however, that the Exercise Price shall not be less than
the par value of the Common Stock. The Fair Market Value of a share of Common
Stock on a given date will be determined by the Administering Body in its
discretion, based on the closing price of the Common Stock for such date (or, in
the event that the Common Stock is not traded on such date, on the immediately
preceding Trading Day), on the Nasdaq National Market, as reported in The Wall
Street Journal.


                                       5
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                (d) Notwithstanding any provision of this Plan to the contrary,
in connection with each Offering under this Plan, the Administering Body may
specify a maximum number of shares that may be purchased by any Participant and
may also specify a maximum aggregate number of shares that may be purchased by
all Participants in such Offering. In addition, in connection with any Offering
that contains more than one Exercise Date, the Administering Body may specify a
maximum aggregate number of shares that may be purchased by all Participants on
any given Exercise Date under the Offering.

        8.      EXERCISE OF OPTION.

                (a) Unless a Participant withdraws from this Plan as provided in
Section 10 herein or ceases for any reason to be an Eligible Employee, his or
her option to purchase shares of Common Stock will be exercised automatically on
each Exercise Date of an Offering, and the maximum number of full shares subject
to the option will be purchased at the applicable option price with the
accumulated Contributions in his or her account as of such Exercise Date. The
shares purchased upon exercise of an option hereunder will be deemed to be
transferred to the Participant on the applicable Exercise Date. During his or
her lifetime, a Participant's option to purchase shares hereunder is exercisable
only by him or her.

                (b) If a Participant's accumulated Contributions in his or her
account are based on a currency other than the U.S. dollar, then on the third
(3rd) business day prior to each Exercise Date of the Offering (the "CONVERSION
DATE") the accumulated Contributions in his or her account shall be converted
into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign
currency exchange rate in effect on the Conversion Date, as reported in The Wall
Street Journal. The Administering Body has the right to change such Conversion
Date as it deems appropriate to effectively purchase shares on any Exercise
Date.

                (c) Following the purchase of shares of Common Stock by a
Participant on an Exercise Date in accordance with subsection 8(a) above, any
Contributions remaining in a Participant's account shall be returned to the
Participant as promptly as administratively practicable and in no event shall
such remaining Contributions be applied towards the purchase of shares of Common
Stock by such Participant on any subsequent Exercise Date or during any
subsequent Offering.

                (d) No rights granted under this Plan may be exercised to any
extent unless this Plan (including options granted thereunder) is covered by an
effective registration statement pursuant to the Securities Act. If, on any
Exercise Date of an Offering, this Plan is not so covered, no options granted
under this Plan or any Offering shall be exercised on said Exercise Date and the
Exercise Date shall be delayed until this Plan is covered by such an effective
registration statement, except that the Exercise Date shall not be delayed more
than three (3) months. If, on any Exercise Date of any Offering, as delayed to
the maximum extent permissible, this Plan is not covered by an effective
registration statement under the Securities Act, no rights granted under this
Plan or any Offering shall be exercised and all payroll deductions accumulated
during the Offering (reduced to the extent, if any, such deductions have been
used to acquire stock) shall be distributed to the Participants, without
interest.



                                       6
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        9.      DEPOSIT OF SHARES. As promptly as practicable after each
Exercise 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.     VOLUNTARY WITHDRAWAL; TERMINATION OF EMPLOYMENT.

                (a) A Participant may withdraw all, but not less than all, of
the Contributions credited to his or her account under the Offering and thereby
withdraw from the Offering as provided by the Administering Body in the
Offering. Upon a Participant's withdrawal from an Offering, all of the
Contributions credited to his or her account (reduced to the extent, if any,
such deductions have been used to acquire Common Stock for the Participant
during such Offering) shall be distributed to such Participant, without
interest, as soon as administratively practicable following such Participant's
withdrawal and such Participant's option for the Offering shall automatically
terminate. A Participant's withdrawal from an Offering will have no effect upon
his or her eligibility to participate in any other Offerings under this Plan,
but to participate in a subsequent Offering under this Plan such Participant
will be required to enroll in such Offering through an IVR System, the Web,
other electronic form of subscription agreement (or such other form or manner as
determined by the Administering Body in the Offering) within the time specified
by the Administering Body in the Offering.

                (b) Upon termination of a Participant's status as an Employee
prior to an Exercise Date for any reason, including retirement or death, the
Contributions credited to his or her account will be returned to the Participant
or, in the case of his or her death, to the person or persons entitled thereto
under Section 14 herein, and the Participant's option will be automatically
terminated. If the Fair Market Value of a share of Common Stock is less than its
par value on an Exercise Date during an Offering, then the Company shall not
exercise the Participants' option and shall instead distribute to each
Participant his or her accumulated Contributions under the Offering.

                (c) A Participant's withdrawal from this Plan during an Offering
will not have any effect upon his or her eligibility to participate in this Plan
during any succeeding Offering or in any similar plan that may hereafter be
adopted by the Company.

        11.     INTEREST. No interest will accrue on the Contributions of a
Participant pursuant to any Offering under this Plan, except as otherwise
required by law in applicable foreign jurisdictions. If such interest is
required in applicable foreign jurisdictions, all accrued interest will be
refunded to the Participant and will not be used to purchase additional shares
on any Exercise Date.

        12.     COMMON STOCK.

                (a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 18 herein, the maximum number of shares of the
Company's Common Stock that will be made available for sale under this Plan will
be one hundred fifty thousand (150,000)



                                       7
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shares, plus an annual increase of seventy-five thousand (75,000) 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 seventy-five thousand (75,000) shares
of Common Stock. Such shares may be newly issued shares or shares reacquired in
private transactions or open market purchases. If and to the extent that any
right to purchase reserved shares shall not be exercised by any Participant for
any reason, or if such right to purchase shall terminate as provided herein,
shares that have not been so purchased hereunder shall again become available
for the purposes of this Plan, unless this Plan shall have been terminated, but
all shares sold under this Plan, regardless of source, shall be counted against
the limitation set forth above. If the total number of shares that would
otherwise be subject to options granted pursuant to subsection 7(a) herein on
the Grant Date of an Offering exceeds the number of shares then available under
this Plan (after deduction of all shares for which options have been exercised
or are then outstanding), the Company will make a pro rata allocation of the
shares remaining available for option grant in as uniform a manner as will be
practicable and as it will determine to be equitable. In such event, the Company
will give written notice of such reduction of the number of shares subject to
the option to each Participant affected thereby and will similarly reduce the
rate of Contributions, if necessary.

                (b) Participants will have no interests or voting rights in
Common Stock covered by their options until such options have been exercised.

                (c) Shares to be delivered to a Participant under this Plan will
be registered in the name of the Participant.

        13.     ADMINISTRATION. The Board, or a committee appointed by the
Board, will supervise and administer this Plan and will have full power to
adopt, amend and rescind any rules deemed desirable and appropriate for the
administration of this Plan and not inconsistent with this Plan, to construe and
interpret this Plan, to make all other determinations necessary or advisable for
the administration of this Plan.

        14.     DESIGNATION OF BENEFICIARY.

                (a) Unless otherwise determined by the Administering Body, a
Participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the Participant's account under this Plan in
the event of such Participant's death. If a Participant is married and the
designated beneficiary is not the spouse, spousal consent will be required for
such designation to be effective.

                (b) Such designation of beneficiary may be changed by the
Participant (and his or her spouse, if any) at any time by written notice. In
the event of the death of a Participant and in the absence of a beneficiary
validly designated under this Plan who is living at the time of



                                       8
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such Participant's death, the Company will deliver such shares 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 discretion, may deliver such shares 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.

        15.     TRANSFERABILITY. Neither Contributions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14 herein) by the Participant. 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 Section 10 herein.

        16.     USE OF FUNDS. All Contributions received or held by the Company
under this Plan may be used by the Company for any corporate purpose, the
Company will not be obligated to segregate such Contributions, and no interest
will accrue or be credited with respect to such Contributions, except as
otherwise required by law in applicable foreign jurisdictions.

        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.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE
                TRANSACTIONS.

                (a) ADJUSTMENT. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each option under this Plan that has not yet been exercised and the number of
shares of Common Stock that have been authorized for issuance under this Plan
but have not yet been placed under option (collectively, the "RESERVES"), as
well as the price per share of Common Stock covered by each option under this
Plan that has not yet been exercised, will be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company will not be deemed to have been "effected without receipt of
consideration." Such adjustment will be made by the Board, whose determination
in that respect will be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, will affect, and no
adjustment by reason thereof will be made with respect to, the number or price
of shares of Common Stock subject to an option.



                                       9
<PAGE>

                (b) CORPORATE TRANSACTIONS. In the event of the proposed
dissolution or liquidation of the Company, the Offering will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, each option under this Plan will be assumed or an
equivalent option will be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
to shorten the Offering then in progress by setting a new Exercise Date (the
"NEW EXERCISE DATE"). If the Board shortens the Offering then in progress in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Administering Body will notify each Participant in writing, at least ten
(10) days prior to the New Exercise Date, that the Exercise Date for his or her
option has been changed to the New Exercise Date and that his or her option will
be exercised automatically on the New Exercise Date, unless prior to such date
he or she has withdrawn from the Offering as provided in Section 10 herein. For
purposes of this Section, an option granted under this Plan will be deemed to be
assumed if, following the sale of assets or merger, the option confers the right
to purchase, for each share of option stock subject to the option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other securities or property) received in the sale of assets or merger by
holders of Common Stock for each share of Common Stock held on the effective
date of the transaction (and, if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such
consideration received in the sale of assets or merger was not solely common
stock of the successor corporation or its parent (as defined in Section 424(e)
of the Code), the Board may, with the consent of the successor corporation and
the Participant, provide for the consideration to be received upon exercise of
the option to be solely common stock of the successor corporation or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock and the sale of assets or merger.

                The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.

        19.     AMENDMENT OR TERMINATION. The Administering Body may at any time
terminate or amend this Plan, change the Offerings and Exercise 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 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 Compensation,
and establish such other limitations



                                       10
<PAGE>

or procedures as the Administering Body determines in its sole discretion
advisable that are consistent with this Plan.

        20.     NOTICES. 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.

        21.     CONDITIONS UPON ISSUANCE OF SHARES. Shares will not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto will comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and will be further subject to the approval of counsel for the
Company with respect to such compliance.

        As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares 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 of the
aforementioned applicable provisions of law.

        22.     TERM OF PLAN; EFFECTIVE DATE. This Plan will become effective
upon its approval by the Board. It will continue in effect for a term of twenty
(20) years from its original date of adoption unless sooner terminated under
Section 19 herein.



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                          MINDSPEED TECHNOLOGIES, INC.
                 2003 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                    OFFERING
                            EFFECTIVE AUGUST 4, 2005


1.      THE OFFERING.

        (a) The Compensation and Management Development Committee of the Board,
pursuant to the Company's 2003 Non-Qualified Employee Stock Purchase Plan (the
"Plan"), 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. Terms not otherwise
defined in this Offering document have the meanings ascribed to them in the
Plan.

        (b) Except as otherwise provided herein, an Offering (the "Initial
Offering") shall commence on September 1, 2005 and shall end at 5:00 p.m.
California Time on February 28, 2006, unless terminated earlier as provided
below. Thereafter a new Offering of approximately six months in length shall
begin on each March 1 and September 1 (or, if such date is not a Trading Day,
then the first Trading Day to occur thereafter) and such Offering shall end at
5:00 p.m. California Time on the Exercise Date that occurs on the last Trading
Day of the next August and February, respectively, following such Grant Date;
provided, further, that there shall be an Exercise Date under an Offering 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 Offering
shall terminate on such date. 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.

        (c) Prior to the commencement of any Offering, the Administering Body
may change any or all terms of such Offering and any subsequent Offerings and/or
may provide that any such Offering shall not occur.



<PAGE>

2.      ELIGIBLE EMPLOYEES.

        (a) All Employees of each Subsidiary of the Company located in Belgium,
Canada, France, Germany, Hong Kong, Israel, Japan, Korea, Taiwan and the United
Kingdom (the "Participating Subsidiaries") are hereby granted rights to purchase
Common Stock under the Offering as of the Grant Date, provided that each such
Employee is in the employ of a Participating Subsidiary on the first day of the
enrollment period for the Offering as announced by the Company prior to the
Grant Date; and further provided that any such Participating Subsidiary is a
Subsidiary of the Company as of the Grant Date.

        (b) Notwithstanding the foregoing, no Employee of any Participating
Subsidiary who is disqualified under Section 3 of the Plan shall be granted
Purchase Rights under the Offering.

3.      RIGHTS.

        (a) Subject to the limitations contained herein and in the Plan, as of
the Grant Date each Participant is granted a Purchase Right to purchase the
number of shares of Common Stock purchasable with such Participant's
Contributions accumulated as of such Exercise Date; provided, however, subject
to a proportionate adjustment for any increase or decrease in the number of
issued shares of Common Stock resulting from any change in capitalization of the
Company described in subsection 18(a) of the Plan, no Participant shall purchase
more than one thousand (1,000) shares of Common Stock pursuant to such right on
any Exercise Date; and, provided further, that such purchases will be subject to
the limitations set forth in Section 12 of the Plan.

        (b) Notwithstanding the foregoing, no Participant may be granted the
right to purchase more than US$25,000 of stock under the Plan or any other
"employee stock purchase plan" (whether or not such plan is intended to qualify
under Section 423 of the Internal Revenue Code of 1986, as amended) maintained
by the Company or any Parent or Subsidiary during any calendar year.

        (c) The maximum aggregate number of shares available for purchase by all
Participants under an Offering shall be the number of shares of Common Stock
remaining available under the Plan Reserves immediately prior to the Exercise
Date.

4.      PURCHASE PRICE.

        The purchase price of each share of Common Stock on any Exercise Date
during an Offering shall be the greater of: (a) the par value per share of the
Common Stock or (b) ninety-five percent (95%) of the Fair Market Value of a
share of Common Stock on such Exercise Date.

5.      PARTICIPATION; CHANGING PARTICIPATION LEVELS.

        (a) Except as otherwise provided below with respect to the Initial
Offering, 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



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<PAGE>

as determined by the Administering Body) and thereby authorizing payroll
deductions during the period for which such authorization is effective. With the
exception of the Initial Offering, to first participate in an Offering under the
Plan, an Eligible Employee 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 before the Grant Date of such Offering; provided, however, that any
Participant who was enrolled in the immediately preceding Offering as of the
Exercise 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 the
Exercise Date for such immediately preceding Offering, 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 Compensation 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 Administering Body) and thereby authorizing direct debits from the
Participant's designated bank account, in an amount equivalent to whole
percentages of the Participant's Compensation within the limits described
herein.

                (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
        Administering Body 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) At any time during the Offering, a Participant may increase or
decrease (including to zero) the rate of his or her Contributions by payroll
deductions (or direct debits as described in subsection 5(a) above) to any whole
percentage of not more than ten percent (10%), or may suspend payroll deductions
altogether (or direct debits, as applicable), by making a new enrollment
election through the IVR System, the Web, or other electronic form of
subscription agreement (or such other form or manner as determined by the
Administering Body) reflecting such change. The increase, decrease or suspension
in payroll deduction (or direct debits, as applicable) Contributions, as
applicable, will be effective as soon as administratively practicable following
the date of the Participant's new enrollment election reflecting such increase,
decrease or suspension. A Participant's election to suspend payroll deductions
(or direct debits, as applicable) shall not limit such Participant's right to
resume payroll deductions (or direct debits, as applicable) at a later date
during the Offering by electing an increase in such payroll deductions (or
direct debits, as applicable) to any whole percentage of not less than one
percent (1%) and not more than ten percent (10%) in accordance with the
provisions of this subsection 5(b).



                                       3
<PAGE>

        (c) At any time before the tenth (10th) calendar day prior to an
Exercise Date, and subject to the provisions of subsection 10(a) of the Plan, a
Participant may discontinue his or her participation in the Plan and withdraw
from an Offering by notifying the Company of such withdrawal through the IVR
System or the Web (or in writing, if the IVR System or the Web is not
available).

6.      EXERCISE.

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

7.      OFFERING SUBJECT TO PLAN.

        Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of such Offering, and is further subject to
all interpretations, amendments, rules and regulations that 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 that may from time to time be
promulgated and adopted pursuant to the Plan), the provisions of the Plan shall
control.


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