exv10w31









    Exhibit 10.31



 




    Mindspeed
    Technologies, Inc.

    Directors Stock Plan

    as amended and restated

    As of August 18, 2010



 


		
	
    1.  
	
    PURPOSE
    OF THE PLAN.




 



    The purpose of the Directors Stock Plan (as amended and
    restated, the Plan) is to link the compensation of non-employee
    directors of Mindspeed Technologies, Inc. (Mindspeed) directly
    with the interests of the Mindspeed shareholders.



 


		
	
    2.  
	
    PARTICIPANTS.




 



    Participants in the Plan shall consist of directors of Mindspeed
    who are not employees of Mindspeed or any of its subsidiaries
    (Non-Employee Director). The term “subsidiary” as used
    in the Plan means a corporation more than 50% of the voting
    stock of which, or an unincorporated business entity more than
    50% of the equity interest in which, shall at the time be owned
    directly or indirectly by Mindspeed.



 


		
	
    3.  
	
    SHARES RESERVED
    UNDER THE PLAN.




 



    Subject to the provisions of Section 11 of the Plan, there
    shall be reserved for delivery under the Plan, from the date of
    inception of the Plan, an aggregate of 438,000 shares of
    common stock, par value $.01 per share, of Mindspeed (Shares).
    Subject to the provisions of Section 11 of the Plan, and
    subject to the maximum number of Shares available under the
    Plan, from and after March 10, 2010, no more than
    100,000 Shares shall be available for all grants other than
    options (specifically Restricted Stock and Restricted Stock
    Units, each as defined below), other than grants made pursuant
    to Section 8 of Shares or Restricted Stock Units in lieu of
    cash compensation. Shares to be delivered under the Plan may be
    authorized and unissued Shares, Shares held in treasury or any
    combination thereof. Shares delivered under the Plan which are
    forfeited or otherwise terminated shall be available for
    subsequent grant under the Plan.



 


		
	
    4.  
	
    ADMINISTRATION
    OF THE PLAN.




 



    The Plan shall be administered by the Compensation and
    Management Development Committee (the Committee) of the Board,
    subject to the right of the Board, in its sole discretion, to
    exercise or authorize another “independent committee”
    to exercise some or all of the responsibilities, powers and
    authority vested in the Committee under the Plan. The Committee
    (or the Board or any other independent committee authorized by
    the Board) shall have authority to interpret the Plan, and to
    prescribe, amend and rescind rules and regulations relating to
    the administration of the Plan, and all such interpretations,
    rules and regulations shall be conclusive and binding on all
    persons. For purposes of the Plan, “independent
    committee” shall mean a committee of the Board consisting
    only of directors who are: (i) an “independent
    director” under applicable NASDAQ rules, (ii) a
    “non-employee director” as defined under
    Rule 16b-3
    under the Securities Exchange Act of 1934 and (iii) an
    “outside director” under Section 162(m) of the
    Internal Revenue Code of 1986.



 


		
	
    5.  
	
    EFFECTIVE
    DATE OF THE PLAN.




 



    The Plan was approved by the Board and by Conexant Systems, Inc.
    (Conexant), the sole shareholder of Mindspeed, and became
    effective on the date on which Conexant completed the pro rata
    distribution of all outstanding Shares to Conexant’s
    shareowners (the Distribution).



 


		
	
    6.  
	
    STOCK
    OPTIONS.




 



    Each Non-Employee Director shall be granted an option to
    purchase 8,000 Shares at the meeting of the Board at which,
    or following the Annual Meeting of Shareholders at which, the
    Non-Employee Director is first elected a director of Mindspeed.
    Following the Annual Meeting of Shareholders held in the year
    2010 and each Annual Meeting of Shareholders thereafter, each
    Non-Employee Director who is re-elected a director at, or who
    was















 







    previously elected and continues as a director after, that
    Annual Meeting shall be granted an option to purchase
    5,000 Shares, provided that the Board may, by action taken
    on or before the day following the date of any such Annual
    Meeting, defer the option grants in respect of such Annual
    Meeting for up to 60 days following such Annual Meeting to
    a date coinciding with the date of grant of options or other
    incentive compensation by Mindspeed to some or all of the
    officers of Mindspeed.



 



    The exercise price per share for each option granted under the
    Plan shall be the closing price per share (the Fair Market
    Value) of Shares on the date of grant as reported on the Nasdaq
    Stock Market or such other national securities exchange or
    automated inter-dealer quotation system on which the Shares have
    been duly listed and approved for quotation and trading (or on
    the next preceding day such stock was traded if it was not
    traded on the date of grant). The purchase price of the Shares
    with respect to which an option or portion thereof is exercised
    shall be payable in full in cash, Shares valued at their Fair
    Market Value on the date of exercise, or a combination thereof.
    Each option may be exercised in whole or in part at any time
    after it becomes exercisable; and each option shall become
    exercisable in four approximately equal installments on each of
    the first, second, third and fourth anniversaries of the date
    the option is granted. No option shall be exercisable prior to
    one year nor after ten years from the date of the grant thereof;
    provided, however, that if the holder of an option dies, the
    option may be exercised from and after the date of the
    optionee’s death for a period of three years (or until the
    expiration date specified in the option if earlier) even if it
    was not exercisable at the date of death. Moreover, if an
    optionee retires after attaining age 55 and completing at
    least five years service as a director, all options then held by
    such optionee shall be exercisable even if they were not
    exercisable at such retirement date; provided, however, that
    each such option shall expire at the earlier of five years from
    the date of the optionee’s retirement or the expiration
    date specified in the option.



 



    Options granted under the Plan are not transferable other than
    (i) by will or by the laws of descent and distribution; or
    (ii) by gift to the grantee’s spouse or natural,
    adopted or step- children or grandchildren (Immediate Family
    Members) or to a trust for the benefit of one or more of the
    grantee’s Immediate Family Members or to a family
    charitable trust established by the grantee or one of the
    grantee’s Immediate Family Members. If an optionee ceases
    to be a director while holding unexercised options, such options
    are then void, except in the case of (i) death,
    (ii) disability, (iii) retirement after attaining
    age 55 and completing at least five years service as a
    director, or (iv) resignation from the Board 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. Dividends
    or dividend equivalents will not be paid on Options granted
    under the Plan.



 


		
	
    7.  
	
    RESTRICTED
    STOCK UNITS.




 



    Following the Annual Meeting of Shareholders held in the year
    2010 and each Annual Meeting of Shareholders thereafter, each
    Non-Employee Director who is elected a director at, or who was
    previously elected and continues as a director after, that
    Annual Meeting shall be granted restricted stock units
    (Restricted Stock Units) in an amount equal to the lesser of
    (a) 5,000 Restricted Stock Units or (b) the number of
    Restricted Stock Units (rounded to the nearest whole unit)
    equaling $45,000 divided by the closing price of Shares on the
    date of grant as reported on the Nasdaq Stock Market or such
    other national securities exchange or automated inter-dealer
    quotation system on which the Shares have been duly listed and
    approved for quotation and trading (or on the next preceding day
    such stock was traded if it was not traded on the date of
    grant). For the purpose of the calculation in the previous
    sentence, one Restricted Stock Unit shall equal one Share.



 



    The recipient shall not have the rights of a shareholder until
    such time as the Shares underlying the Restricted Stock Units
    are settled by the issuance of such Shares to the Non-Employee
    Director. Upon receipt of the Shares underlying the Restricted
    Stock Units, the recipient shall have the right to vote the
    Shares. One Share shall be issuable for each Restricted Stock
    Unit awarded.



 



    Restricted Stock Units issued under this Section 7 shall
    not be settled, and such Shares shall not be issued, until ten
    days after (i) the recipient retires from the Board after
    attaining age 55 and completing at least five years service
    as a director or (ii) the recipient resigns from the Board
    or ceases to be a director by reason of the antitrust laws,
    compliance with Mindspeed’s conflict of interest policies,
    death, disability or other circumstances, and the Board has not
    determined (prior to the expiration of such ten day period) that
    such resignation or cessation of service as a director is
    adverse to the best interests of Mindspeed.





    

    2








 







    The settlement of the Restricted Stock Units as described above
    shall be delayed in the event Mindspeed reasonably determines
    that the issuance of the Shares would constitute a violation of
    federal securities laws or other applicable law. If the
    settlement of the Restricted Stock Units is delayed by the
    provisions of this paragraph, the settlement of the Restricted
    Stock Units shall occur at the earliest date at which Mindspeed
    reasonably determines that issuing the Shares will not cause a
    violation of federal securities laws or other applicable law.
    For purposes of this paragraph, the issuance of Shares that
    would cause inclusion in gross income or the application of any
    penalty provision or other provision of the Internal Revenue
    Code of 1986, as amended (the Code), is not considered a
    violation of applicable law.



 



    Grants of Restricted Stock Units under the Plan are not
    transferable other than (i) by will or by the laws of
    descent and distribution; or (ii) by gift to the
    grantee’s Immediate Family Members or to a trust
    established for the benefit of one or more of the grantee’s
    Immediate Family Members or to a family charitable trust
    established by the grantee or one of the grantee’s
    Immediate Family Members.



 


		
	
    8.  
	
    SHARES OR
    RESTRICTED STOCK UNITS IN LIEU OF CASH COMPENSATION.




 



    Each Non-Employee Director may elect each year, not later than
    December 31 of the year preceding the year as to which an
    election is to be applicable, to receive all or any portion of
    the cash retainer to be paid for board, committee or other
    service in the following calendar year through the issuance or
    transfer of Shares, valued at the closing price as reported on
    the Nasdaq Stock Market or such other national securities
    exchange or automated inter-dealer quotation system on which the
    Shares have been duly listed and approved for quotation and
    trading, on the date when each payment of such retainer amount
    would otherwise be made in cash (or on the next preceding day
    such stock was traded if it was not traded on that date). Each
    Non-Employee Director making such an election may also elect at
    the same time to receive the value of those Shares in the form
    of Restricted Stock Units. The recipient shall not have the
    rights of a shareholder until such time as the Shares underlying
    the Restricted Stock Units are settled by the issuance of such
    Shares to the Non-Employee Director. Upon receipt of the Shares
    underlying the Restricted Stock Units, the recipient shall have
    the right to vote the Shares. One Share shall be issuable for
    each Restricted Stock Unit awarded.



 



    Restricted Stock Units issued under this Section 8 shall
    not be settled, and such Shares shall not be issued, until ten
    days after (i) the recipient retires from the Board after
    attaining age 55 and completing at least five years service
    as a director or (ii) the recipient resigns from the Board
    or ceases to be a director by reason of the antitrust laws,
    compliance with Mindspeed’s conflict of interest policies,
    death, disability or other circumstances, and the Board has not
    determined (prior to the expiration of such ten day period) that
    such resignation or cessation of service as a director is
    adverse to the best interests of Mindspeed.



 



    The settlement of the Restricted Stock Units as described above
    shall be delayed in the event Mindspeed reasonably determines
    that the issuance of the Shares would constitute a violation of
    federal securities laws or other applicable law. If the
    settlement of the Restricted Stock Units is delayed by the
    provisions of this paragraph, the settlement of the Restricted
    Stock Units shall occur at the earliest date at which Mindspeed
    reasonably determines that issuing the Shares will not cause a
    violation of federal securities laws or other applicable law.
    For purposes of this paragraph, the issuance of Shares that
    would cause inclusion in gross income or the application of any
    penalty provision or other provision of the Code is not
    considered a violation of applicable law.



 


		
	
    9.  
	
    RESTRICTED
    STOCK.




 



    The Board or the Committee may, from time to time, as and when
    either thereof deems it appropriate, provide one or more
    Non-Employee Directors with a grant of Restricted Stock, subject
    to the terms, conditions and restrictions established by the
    Board or the Committee at the time of grant. The recipient will
    receive dividends in respect of the Shares underlying the
    Restricted Stock, which will be reinvested in Shares, and paid
    if and when such Restricted Stock vests.



 



    Grants of Restricted Stock under the Plan are not transferable
    other than (i) by will or by the laws of descent and
    distribution; or (ii) by gift to the grantee’s
    Immediate Family Members or to a trust established for the
    benefit of one or more of the grantee’s Immediate Family
    Members or to a family charitable trust established by the
    grantee or one of the grantee’s Immediate Family Members.





    

    3








 






		
	
    10.  
	
    ADDITIONAL
    COMPENSATION.




 



    The Board or the Committee may, from time to time, as and when
    either thereof deems it appropriate, provide one or more
    Non-Employee Directors with additional compensation under the
    Plan. Such additional compensation may be in the form of a grant
    of Shares, Restricted Stock, Restricted Stock Units, options to
    purchase Shares or a combination thereof, subject to the terms,
    conditions and restrictions established by the Board or the
    Committee at the time of grant.



 


		
	
    11.  
	
    ADJUSTMENTS
    UPON CHANGES IN CAPITALIZATION.




 



    If there shall be any change in or affecting Shares on account
    of any merger, consolidation, reorganization, recapitalization,
    reclassification, stock dividend, stock split or combination, or
    other distribution to holders of Shares (other than a cash
    dividend), there shall be made or taken such amendments to the
    Plan and such adjustments and actions thereunder as the Board
    may deem appropriate under the circumstances.



 


		
	
    12.  
	
    GOVERNMENT
    AND OTHER REGULATIONS.




 



    The obligations of Mindspeed to deliver Shares upon exercise of
    options granted under Section 6 of the Plan, upon vesting
    and settlement of Restricted Stock Units pursuant to
    Section 7 or an election made under Section 8 or the
    delivery of Shares pursuant to an election made under
    Section 8 of the Plan or grants made under Section 9
    or Section 10 of the Plan, shall be subject to (i) all
    applicable laws, rules and regulations and such approvals by any
    governmental agencies as may be required, including, without
    limitation, compliance with the Securities Act of 1933, as
    amended, and (ii) the condition that such Shares shall have
    been duly listed and approved for quotation and trading on the
    Nasdaq Stock Market, or such other national securities exchange
    or automated inter-dealer quotation system as shall be approved
    by the Board.



 


		
	
    13.  
	
    AMENDMENT
    AND TERMINATION OF THE PLAN.




 



    The Plan may be amended by the Board in any respect, provided
    that, without shareholder approval, no amendment shall
    (i) materially increase the maximum number of Shares
    available for delivery under the Plan (other than adjustments
    pursuant to Section 11 hereof), (ii) materially
    increase the benefits accruing to participants under the Plan,
    or (iii) materially modify the requirements as to
    eligibility for participation in the Plan. The Plan may also be
    terminated at any time by the Board.



 



    The Plan was amended and restated effective July 1, 2008 to
    adjust (in accordance with Section 11 of the Plan) the
    number of Shares available for issuance under the Plan, as well
    as the number of Shares subject to automatic stock option and
    Restricted Stock Unit grants after giving effect to a
    1-for-5
    reverse stock split of the Company’s common stock, which
    became effective at 11:59 p.m. EDT on June 30, 2008.
    Such amendment and restatement was not subject to the approval
    of the Company’s shareholders.



 


		
	
    14.  
	
    REPRICINGS.




 



    Except in connection with a corporate transaction involving
    Mindspeed (including, without limitation, any stock dividend,
    stock split, extraordinary cash dividend, recapitalization,
    reorganization, merger, consolidation,
    split-up,
    spin-off, combination or exchange of shares), the terms of
    outstanding options may not be amended to reduce the exercise
    price of outstanding options or cancel outstanding options in
    exchange for cash, other grants or options with an exercise
    price that is less than the exercise price of the original
    options without shareholder approval.



 


		
	
    15.  
	
    MISCELLANEOUS.




 



    (a) A change of control (Change of Control) shall mean any
    of the following occurring after the Distribution:



 



    (1) The acquisition by any individual, entity or group
    (within the meaning of Section 13(d)(3) or 14(d)(2) of the
    Exchange Act) (a Person) of beneficial ownership (within the
    meaning of
    Rule 13d-3
    promulgated under the Exchange Act) of 20% or more of either
    (i) the then outstanding Shares or (ii) the combined
    voting power of the then outstanding voting securities of
    Mindspeed entitled to vote generally in the election of
    directors






    

    4








 







    (Outstanding Voting Shares); provided however, that for purposes
    of this subparagraph (1) the following acquisitions shall
    not constitute a Change of Control: (v) any acquisition
    directly from Mindspeed, (w) any acquisition by Mindspeed,
    (x) any acquisition by Conexant, (y) any acquisition
    by any employee benefit plan (or related trust) sponsored or
    maintained by Mindspeed, Conexant or any corporation controlled
    by Mindspeed or Conexant or (z) any acquisition pursuant to
    a transaction which complies with (i), (ii) and
    (iii) of subsection (3) of this
    Section 14(a); or



 



    (2) Individuals who, as of the date of the Distribution
    constitute the Board (the Incumbent Board) cease for any reason
    to constitute at least a majority of the Board; provided,
    however that any individual becoming a director subsequent to
    that date whose election, or nomination for election by
    Mindspeed’s shareholders, was approved by a vote of at
    least a majority of the directors then comprising the Incumbent
    Board shall be considered as though such individual were a
    member of the Incumbent Board, but excluding, for this purpose,
    any such individual whose initial assumption of office occurs as
    a result of an actual or threatened election contest with
    respect to the election or removal of directors or other actual
    or threatened solicitation of proxies or consents by or on
    behalf of a Person other than the Board; or



 



    (3) Consummation of a reorganization, merger or
    consolidation or sale or other disposition of all or
    substantially all of the assets of Mindspeed or the acquisition
    of assets of another entity (a Corporate Transaction), in each
    case, unless, following such Corporate Transaction, (i) all
    or substantially all of the individuals and entities who were
    the beneficial owners, respectively, of the outstanding Shares
    and Outstanding Voting Shares immediately prior to such
    Corporate Transaction beneficially own, directly or indirectly,
    more than 60% of, respectively, the then outstanding shares of
    common stock and the combined voting power of the then
    outstanding voting securities entitled to vote generally in the
    election of directors, as the case may be, of the corporation
    resulting from such Corporate Transaction (including, without
    limitation, a corporation which as a result of such transaction
    owns Mindspeed or all or substantially all of Mindspeed’s
    assets either directly or through one or more subsidiaries) in
    substantially the same proportions as their ownership,
    immediately prior to such Corporate Transaction, of the
    outstanding Shares and Outstanding Voting Shares, as the case
    may be, (ii) no Person (excluding Conexant, any employee
    benefit plan (or related trust) of Mindspeed, of Conexant or of
    such corporation resulting from such Corporate Transaction)
    beneficially owns, directly or indirectly, 20% or more of,
    respectively, the then outstanding shares of common stock of the
    corporation resulting from such Corporate Transaction or the
    combined voting power of the then outstanding voting securities
    of such corporation except to the extent that such ownership
    existed prior to the Corporate Transaction and (iii) at
    least a majority of the members of the board of directors of the
    corporation resulting from such Corporate Transaction were
    members of the Incumbent Board at the time of the execution of
    the initial agreement, or of the action of the Board, providing
    for such Corporate Transaction; or



 



    (4) Approval by Mindspeed’s shareholders of a complete
    liquidation or dissolution of Mindspeed.



 



    (b) If a Change of Control shall occur, all options then
    outstanding pursuant to the Plan shall forthwith become fully
    exercisable whether or not then exercisable, all Restricted
    Stock Units shall become fully vested and settled by the
    issuance of Shares, and the restrictions on all Shares granted
    as Restricted Stock under the Plan shall forthwith lapse;
    provided, however, that each such option shall expire at the
    earlier of five years from the date of the Change of Control or
    the expiration date specified in the option; provided, also,
    that if the event constituting a Change of Control is not also a
    “change in the ownership or effective control” of
    Mindspeed, or a “change in the ownership of a substantial
    portion of the assets” of Mindspeed, as those terms are
    defined under Code Section 409A, then Restricted Stock
    Units shall be settled upon the Non-Employee Director’s
    “separation from service” within the meaning under
    Code Section 409A coincident with or subsequent to such
    Change of Control.



 



    (c) Nothing contained in the Plan shall be deemed to confer
    upon any person any right to continue as a director of or to be
    associated in any other way with Mindspeed.



 



    (d) To the extent that Federal laws do not otherwise
    control, the Plan and all determinations made and actions taken
    pursuant hereto shall be governed by the law of the State of
    Delaware.





    

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