exv10w38









    Exhibit 10.38



 




    Mindspeed
    Technologies, Inc.

    Summary of Director Compensation Arrangements



 



    We currently pay our non-employee directors annual base
    compensation of $30,000, and our non-employee chairman of the
    board, $80,000, both of which are paid quarterly. They each also
    receive committee participation compensation for each committee
    on which they serve equal to $5,000 annually for the governance
    and board composition committee ($10,000 if serving as chairman
    of such committee), $5,000 annually for the compensation and
    management development committee ($15,000 if serving as chairman
    of such committee) and $7,500 annually for the audit committee
    ($20,000 if serving as chairman of such committee). Each
    non-employee director also receives $1,250 for each board or
    committee meeting attended in person or by telephone. Each
    non-employee director has the option each year to receive all or
    a portion of his cash compensation due via shares of our common
    stock or restricted stock units valued at the closing price of
    our common stock on the date each payment would otherwise be
    made. Directors who are our employees are not paid any
    additional compensation for their service on our board of
    directors. Our board of directors may from time to time appoint
    additional standing or ad hoc committees, and may compensate
    directors who serve on them differently than we currently
    compensate members of our standing committees. We reimburse each
    of our directors for reasonable
    out-of-pocket
    expenses that they incur in connection with their service on our
    board of directors.



 



    Our non-employee directors are eligible to participate in our
    directors stock plan, which is administered by our compensation
    and management development committee under authority delegated
    by our board of directors. The directors stock plan provides
    that upon initial election to our board of directors, each
    non-employee director is granted an option to purchase
    8,000 shares of our common stock at an exercise price per
    share equal to its fair market value on the date of grant. The
    options become exercisable in four equal installments on each of
    the first, second, third and fourth anniversaries of the date
    the options are granted. In addition, each non-employee director
    is granted an option to purchase 5,000 shares of our common
    stock following each annual meeting of stockholders.



 



    The directors stock plan also provides that, following each
    annual meeting of stockholders, each non-employee director is
    granted restricted stock units in an amount equal to the lesser
    of: (i) 5,000 restricted stock units, or (ii) the
    number of restricted stock units (rounded to nearest whole unit)
    equal to $45,000 divided by the closing price of our common
    stock on the date of grant. One share of our common stock is
    issuable upon settlement for each restricted stock unit awarded.
    Other than the right to receive dividends, the recipients of
    restricted stock units will not have the rights of a
    stockholder, such as the right to vote, until the restricted
    stock units are settled by the issuance of shares of our common
    stock. The restricted stock units will not be settled for shares
    of our common stock until ten days after: (i) the recipient
    retires from our board of directors after attaining age 55
    and completing at least five years of service as a director, or
    (ii) the recipient resigns from our board of directors or
    ceases to be a director by reason of antitrust laws, compliance
    with our conflict of interest policies, death, disability or
    other circumstances, and our board of directors 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 our company.



 



    The directors stock plan also permits the board of directors or
    the compensation and management development committee to grant
    one or more non-employee directors additional compensation. Such
    additional compensation may be in the form of shares, restricted
    stock, restricted stock units, options or a combination thereof.
    The directors stock plan is filed as Exhibit 10.31 to this
    Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2010. The terms of
    each option grant and each restricted stock unit grant under the
    directors stock plan are substantially as set forth in
    Exhibits 10.33 and 10.37, respectively, to this Annual
    Report on
    Form 10-K
    for the fiscal year ended October 1, 2010.



 



    The compensation arrangements we have with our directors are
    reviewed and may be modified from time to time by our board of
    directors.