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                                                                    EXHIBIT 10.8

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                          MINDSPEED TECHNOLOGIES, INC.
                              DIRECTORS STOCK PLAN
                             STOCK OPTION AGREEMENT
                        STOCK OPTION TERMS AND CONDITIONS

1.    Definitions

      Capitalized terms used and not defined herein shall have the respective
      meanings assigned to such terms in the Plan. As used in these Stock Option
      Terms and Conditions, the following words and phrases shall have the
      respective meanings ascribed to them below unless the context in which any
      of them is used clearly indicates a contrary meaning:

      (a)   FAST: Fidelity's automated service telephone system that is used to
            facilitate stock option transactions.

      (b)   FIDELITY: Fidelity Stock Plan Services, the stock option
            administrator whom Mindspeed has engaged to administer and process
            all stock option exercises.

      (c)   GRANT DATE: The date of the grant of the Options.

      (d)   GRANT LETTER: The letter from Mindspeed granting the stock option or
            stock options to you.

      (e)   MINDSPEED: Mindspeed Technologies, Inc., a Delaware corporation.

      (f)   NASDAQ: The Nasdaq National Market.

      (g)   OPTIONS: The stock option or stock options listed in the first
            paragraph of the Grant Letter and which together with these Stock
            Option Terms and Conditions constitutes the Stock Option Agreement.

      (h)   OPTION SHARES: The shares of Mindspeed Common Stock issuable or
            transferable on exercise of the Options.

      (i)   PLAN: Mindspeed's 2003 Directors Stock Plan, as such Plan may be
            amended and in effect at the relevant time.

      (j)   SHARES: Shares of Mindspeed Common Stock.

      (k)   STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions
            together with the Grant Letter to which they are attached.

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      (l)   WEB: Fidelity's website that is used to facilitate stock option
            transactions.

2.    When Options May be Exercised

      The Options may be exercised, in whole or in part (but only for a whole
      number of shares) and at one time or from time to time, as follows:

<TABLE>
<CAPTION>
                                       Beginning                  Ending
                                       ---------                  ------
<S>                             <C>                        <C>
25% of the Option Shares        1 Year from Grant Date     10 Years from Grant Date
25% of the Option Shares        2 Years from Grant Date    10 Years from Grant Date
25% of the Option Shares        3 Years from Grant Date    10 Years from Grant Date
25% of the Option Shares        4 Years from Grant Date    10 Years from Grant Date
</TABLE>

      All vesting increments are rounded to the nearest whole number of Option
      Shares and vest only during the period indicated above, provided that:

      (a)   if you die while a Director of Mindspeed, your estate, or any person
            who acquires the Options by bequest or inheritance, may exercise all
            the Options not theretofore exercised within (and only within) the
            period beginning on your date of death (even if you die before you
            have become entitled to exercise all or any part of the Options) and
            ending three (3) years thereafter or ten (10) years after the Grant
            Date, if earlier;

      (b)   if you retire as a Director at or after age fifty five (55) and
            completing at least five (5) years of service as a Director, you (or
            if you die after your retirement date, your estate or any person who
            acquires the Options by bequest or inheritance) may thereafter
            exercise the Options not theretofore exercised within (and only
            within) the period beginning on your retirement date (even if you
            retire before you have become entitled to exercise all or any part
            of the Options) and ending five (5) years thereafter or on ten (10)
            years after the Grant Date, if earlier;

      (c)   if your service as a Director terminates as a result of your
            disability or as a result of your resignation for reasons of the
            antitrust laws, compliance with Mindspeed's conflict of interest
            policies or other circumstances that the Committee may determine as
            serving the best interests of Mindspeed, you (or if you die after
            termination of your service as a Director, your estate or any person
            who acquires the Options by bequest or inheritance) may thereafter
            exercise the Options not theretofore exercised that are exercisable
            on the date your service as a Director terminates within (and only
            within) such period, if any, after your termination date as the
            Committee may determine by action taken not more than sixty (60)
            days after your termination date, which period shall in no event end
            more than five years after your termination date or on ten (10)
            years from the Grant Date, if earlier;

      (d)   in the event a Change of Control shall occur, then all the Options
            shall forthwith become fully exercisable whether or not otherwise
            then exercisable; and

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      (e)   if your service as a Director terminates for any other reason, the
            Options shall terminate forthwith on the date of termination of your
            service as a Director and shall not be exercised thereafter.

3.    Exercise Procedure

      (a)   To exercise all or any part of the Options, you (or after your
            death, your estate or any person who has acquired the Options by
            bequest or inheritance) must:

            (i)   contact the administrator, Fidelity, by using the FAST or Web
                  system or by speaking to a Fidelity customer service
                  representative and follow the instructions provided;

            (ii)  confirm the Option transaction by receiving a confirmation
                  number through the FAST or Web system or by speaking to a
                  Fidelity customer service representative;

            (iii) submit full payment of the exercise price for the Option
                  Shares to be purchased on exercise of the Options:

                  -     by check or cash; or

                  -     in Shares; or

                  -     in a combination of check or cash and Shares; and

            (iv)  provide, in the case of an exercise of the Options by any
                  person other than you seeking to exercise the Options, such
                  documents as Fidelity or the Secretary of Mindspeed shall
                  require to establish to their satisfaction that the person
                  seeking to exercise the Options is entitled to do so.

      (b)   An exercise of the whole or any part of the Options shall be
            effective:

            (i)   if you elect (or after your death, the person entitled to
                  exercise the Options elects) to pay the exercise price for the
                  Option Shares entirely by check or cash, (i) upon confirmation
                  of your transaction by using the FAST or Web system or by
                  speaking to a Fidelity customer service representative and
                  full payment of the exercise price and withholding taxes (if
                  applicable) are received by Fidelity within three (3) business
                  days following the confirmation; and (ii) receipt of any
                  documents required pursuant to Section 3(a)(iv); and

            (ii)  if you elect (or after your death, the person entitled to
                  exercise the Options elects) to pay the exercise price of the
                  Option Shares in Shares or in a combination of Shares and
                  check or cash, (i) upon confirmation of your transaction by
                  using the FAST or Web system or by speaking to a Fidelity
                  customer service representative and full payment of the
                  exercise price (as defined in Section 3(d)(i)) and withholding
                  taxes (if applicable) are received

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                  by Fidelity within three (3) business days following the
                  confirmation; and (ii) receipt of any documents required
                  pursuant to Section 3(a)(iv).

      (c)   If you choose (or after your death, the person entitled to exercise
            the Options chooses) to pay the exercise price for the Option Shares
            to be purchased on exercise of any of the Options entirely by check
            or cash, payment must be made by:

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

                  -     arranging with a stockbroker, bank or other financial
                        institution to deliver to Fidelity full payment, by
                        check, cash or (if prior arrangements are made with
                        Fidelity) by wire transfer, of the exercise price of
                        those Option Shares.

            In either event, in accordance with Section 3(e), full payment of
            the exercise price for the Option Shares purchased must be made
            within three (3) business days after the exercise has been conducted
            and confirmed through the FAST or Web system or by speaking to a
            Fidelity customer service representative.

      (d)   (i)   If you choose (or after your death, the person entitled to
                  exercise the Options chooses) to use already-owned Shares to
                  pay all or part of the exercise price for the Option Shares to
                  be purchased on exercise of any of the Options, you (or after
                  your death, the person entitled to exercise the Options) must
                  deliver to Fidelity one or more certificates (and executed
                  stock powers), or authorize the book-entry transfer to
                  Mindspeed of Shares, representing:

                  -     at least the number of Shares whose value, based on the
                        closing price of the Shares on the NASDAQ reporting
                        system on the day you have exercised your Options
                        through the FAST or Web system or by speaking to a
                        Fidelity customer service representative, equals the
                        exercise price for those Option Shares; or

                  -     any lesser number of Shares you desire (or after your
                        death, the person entitled to exercise the Options
                        desires) to use to pay the exercise price for those
                        Option Shares and a check or cash in the amount of such
                        exercise price less the value of the Shares delivered,
                        based on the closing price of the Shares on the NASDAQ
                        reporting system on the day you have exercised your
                        Options through the FAST or Web system or by speaking to
                        a Fidelity customer service representative.

                  In the event you are using Shares acquired from a Mindspeed
                  benefit plan, including but not limited to a stock option
                  plan, restricted stock plan, performance share plan and
                  employee stock purchase plan, these Shares must have been held
                  for a minimum of six (6) months from the date of

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                  acquisition. You will be required to provide proper
                  documentation attesting to the fact that the Shares used to
                  pay all or part of the exercise price for the Option Shares
                  are mature Shares. In the event you are using Shares purchased
                  on the open market, there is no required holding period.

            (ii)  Fidelity will advise you (or any other person who, being
                  entitled to do so, exercises the Options) of the exact number
                  of Shares, valued in accordance with Section 4 of the Plan at
                  the closing price on the NASDAQ reporting system on the
                  effective date of exercise under Section 3(a)(ii), and any
                  funds required to pay in full the exercise price for the
                  Option Shares purchased. In accordance with Section 3(e), you
                  (or such other person) must pay, by check or cash, in Shares
                  or in a combination of check or cash and Shares, any balance
                  required to pay in full the exercise price of the Option
                  Shares purchased within three (3) business days following the
                  confirmation date of such exercise of the Options under
                  Section 3(a)(ii).

            (iii) Notwithstanding any other provision of this Stock Option
                  Agreement, the Secretary of Mindspeed may limit the number,
                  frequency or volume of successive exercises of any of the
                  Options in which payment is made, in whole or in part, by
                  delivery of Shares pursuant to this subparagraph (d) to
                  prevent unreasonable pyramiding of such exercises.

      (e)   An exercise conducted and confirmed through the FAST or Web system
            or by speaking to a Fidelity customer service representative,
            whether or not full payment of the exercise price for the Option
            Shares is date of by Fidelity, shall constitute a binding
            contractual obligation by you (or the other person entitled to
            exercise the Options) to proceed with and complete that exercise of
            the Options (but only so long as you continue, or the other person
            entitled to exercise the Options continues, to be entitled to
            exercise the Options on that date). By your acceptance of this Stock
            Option Agreement, you agree (for yourself and on behalf of any other
            person who becomes entitled to exercise the Options) to deliver or
            cause to be delivered to Fidelity any balance of the exercise price
            for the Option Shares to be purchased upon the exercise pursuant to
            the transaction conducted through the FAST or Web system or by
            speaking to a Fidelity customer service representative required to
            pay in full the exercise price for those Option Shares, that payment
            being by check, cash, wire transfer, in Shares or in a combination
            of check or cash and Shares, on or before the later of the third
            (3rd) business day after the date on which you confirm the
            transaction through the FAST or Web system or by speaking to a
            Fidelity customer service representative. If such payment is not
            made, you (for yourself and on behalf of any other person who
            becomes entitled to exercise the Options) authorize Mindspeed, in
            its discretion, to set off against salary payments or other amounts
            due or which may become due you (or the other person entitled to
            exercise the Options) any balance of the exercise price for those
            Option Shares remaining unpaid thereafter.

      (f)   A book-entry statement representing the number of Option Shares
            purchased will be issued as soon as practicable (i) after Fidelity
            has received full payment therefor or

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            (ii) at Mindspeed's or Fidelity's election in their sole discretion,
            after Mindspeed or Fidelity has received (x) full payment of the
            exercise price of those Option Shares and (y) any reimbursement in
            respect of withholding taxes due pursuant to Section 5.

4.    Transferability

      You are not entitled to transfer the Options except (i) by will or by the
      laws of descent and distribution; or (ii) by gift to any member of your
      immediate family or to a trust for the benefit of one or more members of
      your immediate family; provided, however, that no transfer pursuant to
      this clause (ii) shall be effective unless you have notified Mindspeed's
      Office of the Secretary (Attention: Stock Administration) in writing
      specifying the Option or Options transferred, the date of the gift and the
      name and Social Security or other Taxpayer Identification Number of the
      transferee. During your lifetime, only you are entitled to exercise the
      Options unless you have transferred any Option in accordance with this
      paragraph to a member of your immediate family or a trust for the benefit
      of one or more members of your immediate family, in which case only that
      transferee (or the legal representative of the estate or the heirs or
      legatees of that transferee) shall be entitled to exercise that Option.
      For purposes of this paragraph, your "immediate family" shall mean your
      spouse and natural, adopted or step-children and grandchildren.

5.    Withholding

      Mindspeed or Fidelity shall have the right, in connection with the
      exercise of the Options in whole or in part, to deduct from any payment to
      be made by Mindspeed or Fidelity under the Plan an amount equal to the
      taxes required to be withheld by law with respect to such exercise or to
      require you (or any other person entitled to exercise the Options) to pay
      to it an amount sufficient to provide for any such taxes so required to be
      withheld. By your acceptance of this Stock Option Agreement, you agree
      (for yourself and on behalf of any other person who becomes entitled to
      exercise the Options) that if Mindspeed or Fidelity elects to require you
      (or such other person) to remit an amount sufficient to pay such
      withholding taxes, you (or such other person) must remit that amount
      within three (3) business days after the confirmation of the Option
      exercise (Section 3(a)(ii)). If such payment is not made, Mindspeed, in
      its discretion, shall have the same right of set-off with respect to
      payment of the withholding taxes in connection with the exercise of the
      Option as provided under Section 3(e) with respect to payment of the
      exercise price.

6.    Rights as Shareowner

      You will not have any rights as a shareowner with respect to any Option
      Shares unless and until you become the holder of such Option Shares on the
      books and records of Mindspeed.

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7.    Headings

      The section headings contained in these Stock Option Terms and Conditions
      are solely for the purpose of reference, are not part of the agreement of
      the parties and shall in no way affect the meaning or interpretation of
      this Stock Option Agreement.

8.    References

      All references in these Stock Option Terms and Conditions to Sections,
      paragraphs, subparagraphs or clauses shall be deemed to be references to
      Sections, paragraphs, subparagraphs and clauses of these Stock Option
      Terms and Conditions unless otherwise specifically provided.

9.    Entire Agreement

      This Stock Option Agreement and the Plan embody the entire agreement and
      understanding between Mindspeed and you with respect to the Options, and
      there are no representations, promises, covenants, agreements or
      understandings with respect to the Options other than those expressly set
      forth in this Stock Option Agreement and the Plan.

10.   Applicable Laws and Regulations

      This Stock Option Agreement and Mindspeed's obligation to issue Option
      Shares hereunder are governed by the laws of Delaware and the Federal law
      of the United States.

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