Exhibit 10.1



 






Exhibit 10.1




Mindspeed Technologies, Inc.




2003
Long-Term Incentives Plan, 
As Amended February 24, 2005










     Section 1: Purpose



     The purpose of the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (the “Plan”) is
to provide incentive compensation to officers, executives and other employees, and prospective
employees, contractors and consultants of the Company and its Subsidiaries; to attract and retain
individuals of outstanding ability; and to align the interests of such persons with the interests
of the Company’s shareholders.



     Section 2: Definitions



     The following terms, as used herein, shall have the meaning specified:



     "Award” means an award granted pursuant to Section 4.



     "Award Agreement” means a letter to a Participant, together with the terms and conditions
applicable to an Award granted to the Participant, issued by the Company, as described in Section
6.



     "Board of Directors” means the Board of Directors of the Company as it may be comprised from
time to time.



     "Code” means the Internal Revenue Code of 1986, and any successor statute, as it or they may
be amended from time to time.



     "Committee” means the Compensation and Management Development Committee of the Board of
Directors as it may be comprised from time to time or another committee of the Board of Directors
designated by the Board of Directors to administer the Plan.



     "Company” means Mindspeed Technologies, Inc., a Delaware corporation, and any successor
corporation.



     "Conexant” means Conexant Systems, Inc., a Delaware corporation, and any successor
corporation.



     "Employee” means, subject to the exclusions set forth below, an individual who was hired (and
advised that he or she was being hired) directly by the Company or a Subsidiary as a regular
employee and who at the time of grant of an Award performs regular employment services directly for
the Company or a Subsidiary, but shall not include (a) members of the Board of Directors
who are not also employees of the Company or a Subsidiary or (b) any individuals who work, or who
were hired to work, or who were advised that they work: (i) as independent contractors or
employees of independent contractors; (ii) as temporary employees, regardless of the length of time
that they work at the Company or a Subsidiary; (iii) through a temporary



 









 




employment agency, job placement agency, or other third party; or (iv) as part of an employee
leasing arrangement between the Company or a Subsidiary and any third party. For the purposes of
the Plan, the exclusions described above shall remain in effect even if the described individual
could otherwise be construed as an employee under any applicable common law.




     "ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     "Exchange Act” means the Securities Exchange Act of 1934, and any successor statute, as it may
be amended from time to time.



     "Executive Officer” means an Employee who is an executive officer of the Company as defined in
Rule 3b-7 under the Exchange Act (or any successor provision).



     "Fair Market Value” means the closing sale price of the Stock as reported on the American
Stock Exchange or such other national securities exchange or automated inter-dealer quotation
system on which the Stock has been duly listed and approved for quotation and trading on the
relevant date, or if no sale of the Stock is reported for such date, the next preceding day for
which there is a reported sale.



     "Incentive Stock Option” means an option to purchase Stock that is granted pursuant to Section
4(b) or pursuant to any other plan of the Company or a Subsidiary that complies with Code Section
422.



     "Mindspeed Distribution Date” means the date on which Conexant completes the pro rata
distribution of all outstanding Stock to Conexant shareowners.



     "Non-Employee” means an individual who at the time of grant of an Award (a) has been extended
an offer of employment with the Company or a Subsidiary but who has not yet accepted the offer and
become an Employee, or (b) performs consulting, contracting or other services for the Company or a
Subsidiary other than in a capacity as an Employee or who has been extended an offer to perform
consulting, contracting or other services for the Company or a Subsidiary, but shall not include
members of the Board of Directors.



     "Non-Qualified Stock Option” shall have the meaning set forth in Section 4(a).



     "Participant” means any Employee or Non-Employee who has been granted an Award pursuant to the
Plan.



     "Restricted Stock” shall have the meaning set forth in Section 4(c).



     "SARs” shall have the meaning set forth in Section 4(e).



     "Stock” means shares of common stock, par value $.01 per share, of the Company, or any
security of the Company issued in substitution, exchange or lieu thereof.



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     "Subsidiary” means any corporation or other entity in which the Company, directly or
indirectly, controls 50% or more of the total combined voting power of such corporation or other
entity.



     "Ten-Percent Shareholder” means any person who owns, directly or indirectly, on the relevant
date, securities having ten percent (10%) or more of the combined voting power of all classes of
the Company’s securities or of its parent or subsidiaries. For purposes of applying the foregoing
ten percent (10%) limitation, the rules of Code Section 424(d) shall apply.



     "Unrestricted Stock” shall have the meaning set forth in Section 4(d).



     Section 3: Eligibility



     Persons eligible for Awards shall consist of Employees and Non-Employees whose performance or
potential contribution, in the judgment of the Committee, will benefit the future success of the
Company and/or a Subsidiary. Notwithstanding the foregoing, only Employees will be eligible for
Awards of Incentive Stock Options, Restricted Stock and/or Unrestricted Stock under the Plan and
only Employees who are foreign nationals or employed outside the United States will be eligible for
Awards of SARs under the Plan.



     Section 4: Awards



     The Committee may grant any of the following types of Awards, either singly, in tandem or in
combination with other types of Awards, as the Committee may in its sole discretion determine:



     a. Non-Qualified Stock Options. A “Non-Qualified Stock Option” is an Award to an Employee or
Non-Employee in the form of an option to purchase a specific number of shares of Stock exercisable
at such time or times, and during such specified time not to exceed ten (10) years, as the
Committee may determine, at a price not less than 100% of the Fair Market Value of the Stock on the
date the option is granted.




     (i) The purchase price of the Stock subject to the option may be paid in cash. At the
discretion of the Committee, the purchase price may also be paid by the tender of Stock (the
value of such Stock shall be its Fair Market Value on the date of exercise), or through a
combination of Stock and cash, or through such other means as the Committee determines are
consistent with the Plan’s purpose and applicable law. No fractional shares of Stock will
be issued or accepted.




     (ii) Without limiting the foregoing, the Committee may permit Participants, either on a
selective or aggregate basis, to simultaneously exercise options and sell the shares of
Stock thereby acquired, pursuant to a brokerage or similar arrangement approved in advance
by the Committee, and use the proceeds from such sale as payment of the purchase price of
such Stock and any applicable withholding taxes.



     b. Incentive Stock Options. An Incentive Stock Option is an Award to an Employee in the form
of an option to purchase a specified number of shares of Stock that complies with the



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requirements of Code Section 422, which option shall, subject to the following provisions, be
exercisable at such time or times, and during such specified time, as the Committee may determine.





     (i) The aggregate Fair Market Value (determined at the time of the grant of the Award)
of the shares of Stock subject to Incentive Stock Options which are exercisable by one
person for the first time during a particular calendar year shall not exceed $100,000.




     (ii) No Incentive Stock Option may be granted under the Plan after June 27, 2013.




     (iii) No Incentive Stock Option may be exercisable more than:




     (A) in the case of an Employee who is not a Ten-Percent Shareholder on the date
the option is granted, ten (10) years after the date the option is granted, and




     (B) in the case of an Employee who is a Ten-Percent Shareholder on the date the
option is granted, five (5) years after the date the option is granted.




     (iv) The exercise price of any Incentive Stock Option shall not be less than:




     (A) in the case of an Employee who is not a Ten-Percent Shareholder on the date
the option is granted, the Fair Market Value of the Stock subject to the option on
such date; and




     (B) in the case of an Employee who is a Ten-Percent Shareholder on the date the
option is granted, 110% of the Fair Market Value of the Stock subject to the option
on such date.




     (v) The Committee may provide that the exercise price of an Incentive Stock Option may
be paid by one or more of the methods available for paying the exercise price of a
Non-Qualified Stock Option.



     c. Restricted Stock. Restricted Stock is an Award of Stock that is issued to an Employee
subject to restrictions on transfer and such other restrictions on incidents of ownership as the
Committee may determine. Subject to such restrictions, a Participant as owner of shares of
Restricted Stock shall have the rights of a holder of shares of Stock, except that the Committee
may provide at the time of the Award that any dividends or other distributions paid on the
Restricted Stock while subject to such restrictions shall be accumulated or reinvested in Stock and
held subject to the same restrictions as the Restricted Stock and such other terms and conditions
as the Committee shall determine. Shares of Restricted Stock shall be registered in the name of
the Participant and, at the Company’s sole discretion, (i) shall be held in book-entry form
subject to the Company’s instructions until the restrictions relating thereto lapse, or (ii) shall
be evidenced by a certificate, which shall bear an appropriate restrictive legend, shall be subject
to appropriate stop-transfer orders and shall be held in custody by the Company until the



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restrictions relating thereto lapse, and the Participant shall deliver to the Company a stock
power endorsed in blank relating to the Restricted Stock.




     d. Unrestricted Stock. Unrestricted Stock is an Award of Stock that is issued to an Employee
without any restrictions, as the Committee in its sole discretion shall determine. A Participant
shall not be required to make any payment for Unrestricted Stock. Upon receipt of shares of
Unrestricted Stock, the Participant as owner of such shares shall have the rights of a holder of
shares of Stock, including the right to vote the Unrestricted Stock and to receive dividends and
distributions thereon.



     e. Stock Appreciation Rights (SARs). A SAR is the right to receive a payment measured by the
increase in the Fair Market Value of a specified number of shares of Stock from the date of grant
of the SAR to the date on which the Employee exercises the SAR. The payment to which the Employee
is entitled on exercise of a SAR may be in cash, in Stock valued at Fair Market Value on the date
of exercise or partly in cash and partly in Stock, as the Committee may determine.



     Section 5: Shares of Stock Available Under Plan



     a. Subject to adjustment as set forth in Section 9, the maximum number of shares of Stock that
may be delivered pursuant to the Plan shall be 18,000,000 (eighteen million). Subject to the
maximum number of shares available under the Plan, no more than 8,000,000 (eight million) shares
shall be available for Awards of Restricted Stock, no more than 8,000,000 (eight million) shares
shall be available for Awards of Unrestricted Stock and SARs shall be granted with respect to no
more than 50,000 (fifty thousand) shares of Stock. No single Participant shall receive, in any one
calendar year, Awards which, over any three-year period, exceed a per-year average of (i) options
(whether Non-Qualified Stock Options or Incentive Stock Options) with respect to 900,000 (nine
hundred thousand) shares of Stock, (ii) 250,000 (two hundred fifty thousand) shares of Restricted
Stock or (iii) 250,000 (two hundred fifty thousand) shares of Unrestricted Stock, in each case
subject to adjustment as set forth in Section 9.



     b. Shares of Stock with respect to the unexercised, undistributed or unearned portion of any
terminated or forfeited Award shall be available for further Awards in addition to the shares of
Stock available under Section 5(a). Additional rules for determining the number of shares of Stock
granted under the Plan may be adopted by the Committee, as it deems necessary and appropriate.



     c. The Stock that may be delivered pursuant to an Award under the Plan may be treasury or
authorized but unissued Stock, or Stock may be acquired, subsequently or in anticipation of the
transaction, in the open market to satisfy the requirements of the Plan.



     Section 6: Award Agreements.



     Each Award under the Plan shall be evidenced by an Award Agreement. Each Award Agreement
shall set forth the number of shares of Stock subject to the Award and shall include the terms set
forth below and such other terms and conditions applicable to the Award, as determined by the
Committee, not inconsistent with the terms of the Plan. Notwithstanding the



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foregoing, the provisions of subsection (b) below may be modified to the extent deemed
advisable by the Committee in Award Agreements pertaining to Non-Employees providing consulting,
contracting or other services to the Company or a Subsidiary. In the event of any conflict between
an Award Agreement and the Plan, the terms of the Plan shall govern.




     a. Assignability. A provision setting forth the conditions pursuant to which an Award may be
assigned or transferred.



     b. Termination of Employment.




     (i) A provision describing the treatment of an Award in the event of the Retirement,
Disability, death or other termination of a Participant’s employment with the Company or a
Subsidiary, including, but not limited to, the definitions of Retirement and Disability and
terms relating to the vesting, time for exercise, forfeiture or cancellation of an Award in
such circumstances. Participants who terminate employment due to Retirement, Disability or
death prior to the satisfaction of applicable conditions and restrictions associated with
their Awards may be entitled to prorated Awards as and to the extent determined by the
Committee.




     (ii) A provision describing the treatment of an Award in the event of (A) a transfer of
an Employee from the Company to a Subsidiary or an affiliate of the Company, whether or not
incorporated, or vice versa, or from one Subsidiary or affiliate of the Company to another
or (B) a leave of absence, duly authorized in writing by the Company.




     (iii) A provision stating that in the event the Participant’s employment is terminated
for Cause (as defined in the Award Agreement), anything else in the Plan or Award Agreement
to the contrary notwithstanding, all Awards granted to the Participant shall immediately
terminate and be forfeited.



     c. Rights as a Shareholder. A provision stating that a Participant shall have no rights as a
shareholder with respect to any Stock covered by an Award until the date the Participant becomes
the holder of record thereof. Except as provided in Section 9, no adjustment shall be made for
dividends or other rights, unless the Award Agreement specifically requires such adjustment.



     d. Withholding. A provision requiring the withholding of applicable taxes required by law
from all amounts paid in satisfaction of an Award. A Participant may satisfy the withholding
obligation by paying the amount of any taxes in cash or, with the approval of the Committee, shares
of Stock may be delivered to the Company or deducted from the payment or, in accordance with
Section 4(a)(ii), sold to satisfy the obligation in full or in part. If such tax withholding
obligation is paid in shares of Stock, tax amounts shall be limited to the statutory minimum as
required by law.



     e. Treatment of Options. Each Award of an option shall state whether it will or will not be
treated as an Incentive Stock Option.



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     f. Performance Conditions. The Committee may condition, or provide for the acceleration of,
the exercisability or vesting of any Award upon such prerequisites as it, in its sole discretion,
deems appropriate, including, but not limited to, achievement of specific objectives, whether
absolute or relative to a peer group or index designated by the Committee, with respect to one or
more measures of the performance of the Company and/or one or more Subsidiaries, including, but not
limited to, earnings per share, revenue, net income (whether before or after extraordinary items),
net operating income, earnings before interest, taxes, depreciation and amortization (EBITDA),
stock price and total shareholder return. Such performance objectives shall be determined in
accordance with the Company’s audited financial statements, to the extent applicable, and so that a
third party having knowledge of the relevant facts could determine whether such performance
objectives are met.



     Section 7: Amendment and Termination



     The Board of Directors may at any time amend, suspend or discontinue the Plan, in whole or in
part, provided, however, that no such action shall be effective without the approval of the
shareholders of the Company to the extent that such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan; and provided, further, that subject to Section 9, no
such action shall impair the rights of any holder of an Award without the holder’s consent. The
Committee may at any time alter or amend any or all Awards and Award Agreements under the Plan to
the extent permitted by law, except that, subject to the provisions of Section 9, no such
alteration or amendment shall impair the rights of any holder of an Award without the holder’s
consent. Notwithstanding the foregoing, no such action may, without approval of the shareholders
of the Company, increase the number of shares of Stock with respect to which Awards may be granted
or reduce the exercise price of any Option or SAR below Fair Market Value on the date of grant.



     Section 8: Administration



     a. The Plan and all Awards shall be administered by the Committee. The members of the
Committee shall be designated by the Board of Directors from among its members who are not eligible
for Awards under the Plan.



     b. Any member of the Committee who, at the time of any proposed grant of one or more Awards,
is not a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) under the Exchange Act (or any
successor provision) shall abstain from and take no part in the Committee’s action on the proposed
grant.



     c. The Committee and others to whom the Committee has delegated such duties shall keep a
record of all their proceedings and actions and shall maintain all such books of account, records
and other data as shall be necessary for the proper administration of the Plan.



     d. The Company shall pay all reasonable expenses of administering the Plan, including, but not
limited to, the payment of professional fees.



     e. The Committee may appoint such accountants, counsel and other experts as it deems necessary
or desirable in connection with the administration of the Plan. Subject to the



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express provisions of the Plan, the Committee may delegate to the officers or employees of the
Company and its Subsidiaries the authority to execute and deliver such instruments and documents,
to do all such acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of the Plan in accordance with its terms and purpose.




     f. The Committee may adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in the Plan by employees who are foreign nationals or employed outside the
U.S. Without limiting the foregoing, the Committee may authorize supplementary plans applicable to
Employees subject to the tax laws of one or more countries other than the United States in order to
provide for the grant of Non-Qualified Stock Options, Restricted Stock, Unrestricted Stock or SARs
to such Employees on terms and conditions, consistent with the Plan, determined by the Committee
which may differ from the terms and conditions of other Awards in those forms pursuant to the Plan
for the purpose of complying with the conditions for qualification of Awards for favorable
treatment under foreign tax laws.



     g. Subject to the express provisions of the Plan, the Committee shall have the power (i) to
implement (including the power to delegate such implementation to appropriate officers of the
Company), interpret and construe the Plan and Awards and Award Agreements or other documents
defining the rights and obligations of the Company and Participants hereunder and thereunder, (ii)
to determine all questions arising hereunder and thereunder, and (iii) to adopt and amend such
rules and regulations for the administration hereof and thereof as it may deem desirable. The
interpretation and construction by the Committee of any provisions of the Plan or of any Award or
Award Agreement shall be conclusive and binding. Any action taken by, or inaction of, the
Committee relating to the Plan or any Award or Award Agreement shall be within the discretion of
the Committee and shall be conclusive and binding upon all persons. Subject only to compliance
with the express provisions hereof, the Committee may act in its discretion in matters related to
the Plan and any and all Awards and Award Agreements. The Committee’s determinations under the
Plan need not be uniform and may be made by it selectively among Employees and Non-Employees who
receive, or who are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.



     h. It is the intent of the Company that the Plan and Awards hereunder satisfy, and be
interpreted in a manner that satisfy, in the case of Participants who are or may be Executive
Officers, the applicable requirements of Rule 16b-3 under the Exchange Act, so that such persons
will be entitled to the benefits of Rule 16b-3, or other exemptive rules under Section 16 of the
Exchange Act, and will not be subjected to avoidable liability under Section 16(b) of the Exchange
Act.



     i. The Committee may delegate, and revoke the delegation of, all or any portion of its
authority and powers under the Plan to the Chief Executive Officer of the Company, except that the
Committee may not delegate any discretionary authority with respect to substantive decisions or
functions regarding the Plan or Awards to the extent (i) related to Awards granted to Executive
Officers, (ii) inconsistent with the intent expressed in Section 8(h) or (iii) prohibited by
applicable law.



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     Section 9: Adjustment Provisions



     a. In the event of any change in or affecting the outstanding shares of Stock by reason of a
stock dividend or split, recapitalization, reclassification, merger or consolidation (whether or
not the Company is a surviving corporation), reorganization, combination or exchange of shares or
other similar corporate changes or an extraordinary dividend in cash, securities or other property,
the Board of Directors shall make or take such amendments to the Plan and outstanding Awards and
Award Agreements and such adjustments and actions hereunder and thereunder as it deems appropriate,
in its sole discretion, under the circumstances, and its determination in that respect shall be
final and binding. Such amendments, adjustments and actions may include, but are not limited to,
changes in the number of shares of Stock (or other securities) then remaining subject to the Plan,
and the maximum number of shares that may be delivered to any single Participant pursuant to the
Plan, including those that are then covered by outstanding Awards, or accelerating the vesting of
outstanding Awards. No fractional interests will be issued under the Plan resulting from any
adjustments.



     b. The Committee shall make any further adjustments as it deems necessary to ensure equitable
treatment of any holder of an Award as the result of any transaction affecting the securities
subject to the Plan not described in (a), or as is required or authorized under the terms of any
applicable Award Agreement.



     c. The existence of the Plan and the Awards granted hereunder shall not affect or restrict in
any way the right or power of the Board of Directors or the shareholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in its capital structure
or its business, any merger or consolidation of the Company, any issue of bonds, debentures,
preferred or prior preference stock or other securities ahead of or affecting the Stock or the
rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding.



     Section 10: Miscellaneous



     a. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to
limit or restrict the Company or a Subsidiary from making any award or payment to any person under
any other plan, arrangement or understanding, whether now existing or hereafter in effect.



     b. Payments to Other Persons. If payments are legally required to be made to any person other
than the person to whom any amount is made available under the Plan, payments shall be made
accordingly. Any such payment shall be a complete discharge of the liability hereunder.



     c. Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or any Award or Award
Agreement shall require the Company or a Subsidiary, for the purpose of satisfying any obligations
under the Plan, to purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the Company or a Subsidiary
maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes.



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Participants shall have no rights under the Plan other than as unsecured general creditors of
the Company or a Subsidiary, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same rights as other
employees or consultants, as applicable, under generally applicable law.




     d. Limits of Liability. Any liability of the Company or a Subsidiary to any Participant with
respect to an Award shall be based solely upon contractual obligations created by the Plan and the
Award Agreement. Neither the Company or its Subsidiaries, nor any member of the Board of Directors
or of the Committee, nor any other person participating in any determination of any question under
the Plan, or in the interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under the Plan.



     e. Rights of Employees and Non-Employees. Status as an eligible Employee or Non-Employee
shall not be construed as a commitment that any Award shall be made under the Plan to such eligible
Employee or Non-Employee or to eligible Employees or Non-Employees generally. Nothing contained in
the Plan or in any Award Agreement shall confer upon any Employee or Non-Employee any right to
continue in the employ or other service of or, in the case of prospective employees, contractors or
consultants, become employed by or render service to the Company or a Subsidiary or constitute any
contract or limit in any way the right of the Company or a Subsidiary to change such person’s
compensation or other benefits or, in the case of prospective employees, contractors or
consultants, prospective compensation or benefits or to terminate the employment or other service
or, in the case of prospective employees, contractors or consultants, withdraw an offer of
employment or offer to retain such person with or without cause.



     f. Section Headings. The section headings contained herein are for the purpose of convenience
only, and in the event of any conflict, the text of the Plan, rather than the section headings,
shall control.



     g. Gender, Etc. In interpreting the Plan, the masculine gender shall include the feminine,
the neuter gender shall include the masculine or feminine, and the singular shall include the
plural unless the context clearly indicates otherwise.



     h. Invalidity. If any term or provision contained herein or in any Award Agreement shall to
any extent be invalid or unenforceable, such term or provision, to the extent practicable, will be
reformed so that it is valid and as consistent as possible with the original provisions hereof, and
such invalidity or unenforceability shall not affect any other provision or part thereof.



     i. Applicable Law. The Plan, the Award Agreements and all actions taken hereunder or
thereunder shall be governed by, and construed in accordance with, the laws of the State of
Delaware without regard to the conflict of law principles thereof.



     j. Compliance with Laws. Notwithstanding anything contained herein or in any Award Agreement
to the contrary, the Company shall not be required to sell or deliver shares of Stock or other
securities hereunder or thereunder if the sale or delivery thereof would constitute a violation by
the Participant or the Company of any provisions of any law or regulation of any



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governmental authority or any national securities exchange or interdealer quotation system,
and as a condition of any sale or delivery the Company may require such agreements or undertakings,
if any, as the Company may deem necessary or advisable in its discretion to assure compliance with
any such law or regulation.




     k. Effective Date and Term. The Plan was adopted by the Board of Directors of the Company and
shall be submitted to the sole shareholder of the Company, and if approved, shall be effective as
of the Mindspeed Distribution Date. The Plan shall remain in effect until all Awards granted under
the Plan have been exercised or terminated under the terms of the Plan and applicable Award
Agreements, provided that Awards under the Plan may only be granted within ten (10) years from the
effective date of the Plan.



     l. Awards for Compensation Purposes Only. The Plan is not intended to constitute an “employee
benefit plan” within the meaning of Section 3(3) of ERISA.




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