exv10w33









    Exhibit 10.33



 



     



 



    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 Global
    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.



 



    (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:



 


	 	 	 	 	 
	
 
	
 
	

    Beginning


	
 
	

    Ending



	 

	

    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




















 






    


 




    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; provided, however, that each
    such Option shall expire at the earlier of five (5) years
    from the date of the Change of Control or the expiration date
    specified in the Option; and



 



    (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.





    

    2








 






    


 




    (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 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 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






    

    3








 






    


 




    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 received 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
    (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 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 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, 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, 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






    

    4








 






    


 




    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. No
    dividends or dividend equivalents will be paid by Mindspeed with
    respect to the Option Shares.



 




    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.





    

    5