exv10w37







 




    Exhibit 10.37



 



     



 



    MINDSPEED TECHNOLOGIES, INC.




    DIRECTORS STOCK PLAN




    AWARD AGREEMENT




    RESTRICTED STOCK UNIT TERMS AND CONDITIONS



 




    1.  Definitions



 



    Capitalized terms used herein but not otherwise defined shall
    have the meanings assigned to such terms in the Plan (as defined
    below). As used in these Restricted Stock Unit Terms and
    Conditions (these “Restricted Stock Unit 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) Award Agreement:  These
    Restricted Stock Unit Terms and Conditions, together with the
    Grant Letter.



 



    (b) Grant Letter:  The letter from
    Mindspeed granting the Restricted Stock Units to you.



 



    (c) Mindspeed:
    Mindspeed  Technologies, Inc., a Delaware
    corporation.



 



    (d) Plan:  Mindspeed’s
    Directors Stock Plan, as such Plan may be amended and in effect
    at the relevant time.



 




    2.  Earning
    of Restricted Stock Units



 



    You shall be deemed to have earned the Restricted Stock Units
    subject to this Award Agreement on the earliest of:



 



    (a) ten (10) days after:



 



    (i) you retire from the Board after attaining age
    fifty-five (55) and completing at least five (5) years
    of service as a director; or



 



    (ii) you resign from the Board or cease 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 (10) day period) that such
    resignation or cessation of service as a director is adverse to
    the best interests of Mindspeed; or



 



    (b) the occurrence of a Change of Control; provided,
    however, 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 you
    shall be deemed to have earned the Restricted Stock Units upon
    your “separation from service” within the meaning
    under Code Section 409A coincident with or subsequent to
    such Change of Control.



 




    3.  Book-Entry
    Accounts or Retention of Certificates for Restricted Stock
    Units



 



    To facilitate implementation of the provisions of this Award
    Agreement, the Restricted Stock Units shall be held in
    book-entry accounts subject to the direction of Mindspeed or, if
    Mindspeed elects, certificates therefor may be issued in your
    name but delivered to and held by Mindspeed, until you shall
    have earned the Restricted Stock Units in accordance with the
    provisions of Section 2.



 




    4.  Rights
    as a Shareholder



 



    You will not have the rights of a shareholder until such time as
    the Shares underlying the Restricted Stock Units are settled by
    issuance of such Shares to you. Upon receipt of the Shares
    underlying the Restricted Stock Units, you will have the right
    to vote the Shares. No dividends or dividend equivalents will be
    paid by Mindspeed with respect to the Restricted Stock Units.














 








    5.  Settlement
    of Earned Restricted Stock Units



 



    As promptly as practicable after you shall have been deemed to
    have earned the Restricted Stock Units in accordance with
    Section 2, Mindspeed shall deliver to you (or in the event
    of your death, to your estate or any person who acquires your
    interest in the Restricted Stock Units by bequest or
    inheritance) the Shares underlying the Restricted Stock Units,
    together with any dividends then held in book entry accounts of
    by Mindspeed. One (1) Share shall be issuable for each
    Restricted Stock Unit awarded. The Restricted Stock Units may be
    earned in whole, but shall not be settled for a fraction of a
    Share.



 



    The settlement of the Restricted Stock Units for Shares 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 Section, the settlement of
    the Restricted Stock Units shall occur at the earliest date at
    which Mindspeed reasonably determines that such issuance will
    not cause a violation of federal securities laws or other
    applicable law.



 



    Mindspeed shall delay the settlement of Restricted Stock Units
    for Shares and payment of dividends to the extent necessary to
    comply with Section 409A(a)(2)(B)(i) of the Code (relating
    to payments made to certain “key employees” of certain
    publicly-traded companies); in such event, any Shares and
    dividends to which you would otherwise be entitled during the
    six (6) month period following the date of your
    “separation from service” under Section 409A will
    be issued on the first business day following the expiration of
    such six (6) month period.



 




    6.  Forfeiture
    of Unearned Restricted Stock Units and Dividends



 



    Notwithstanding any other provision of this Award Agreement, if
    your service as a director terminates for any reason other than
    as set forth in Section 2, all unearned Restricted Stock
    Units, together with any Dividends thereon, shall be forfeited,
    and you shall have no further rights of any kind or nature with
    respect thereto. Upon any such forfeiture, the unearned
    Restricted Stock Units theretofore issued, together with any
    Dividends thereon, shall be cancelled.



 




    7.  Transferability



 



    You are not entitled to transfer the Restricted Stock Units
    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 or to a family charitable trust
    established by you or one of your immediate family members;
    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 Restricted Stock Units
    transferred, the date of the gift and the name and Social
    Security or other Taxpayer Identification Number of the
    transferee. For purposes of this paragraph, your “immediate
    family” shall mean your spouse and natural, adopted or
    step-children and grandchildren.



 




    8.  Applicable
    Law



 



    This Award Agreement and Mindspeed’s obligation to deliver
    Restricted Stock Units and any Dividends hereunder shall be
    governed by the State of Delaware and the Federal laws of the
    United States.



 




    9.  Headings



 



    The section headings contained in these Restricted Stock Units
    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 Award Agreement.



 




    10.  Entire
    Agreement



 



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





    

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