Exhibit 10.1



 










EXHIBIT 10.1




CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE




          THIS CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE (hereinafter “Agreement”) is made
and entered into by and between Danny Shamlou (hereinafter “Shamlou”) on the one hand, and
Mindspeed Technologies, Inc. (hereinafter referred to as “Mindspeed”), on the other hand.




RECITALS




          1. Shamlou represents to Mindspeed that he is signing this Agreement voluntarily and with a
full understanding of, and agreement with, all of its terms, for the purpose of settling in full
any and all claims he has against Mindspeed.




          2. Termination: Mindspeed accepts Shamlou’s decision to leave the company in light of
the carve-out of Mindspeed’s High Performance Analog business unit from a combined high performance
analog and transmission business unit. Mindspeed and Shamlou mutually agree to effect a thoughtful
and professional business transition. In reliance on Mindspeed’s representations and releases in
this Agreement, Shamlou agrees to provide transitional assistance to Mindspeed by working through
June 30, 2006, if necessary, to contribute to the: ***.




Shamlou will cease active employment with Mindspeed on the Effective Date, which will be the
earlier of June 30, 2006, or the end of Shamlou’s temporary assignment as described above in this
paragraph. Should this assignment end prior to June 30, 2006, the balance of the time through June
30, 2006 will be treated as salary and benefit continuation per the provisions of Paragraphs 6 and
7 below.




          3. Mindspeed Proprietary Information: Shamlou represents, understands and agrees that
he is subject to the Employment Agreement regarding the Company’s Proprietary Information, which he
executed in connection with his employment with Mindspeed, and that the provisions which survive
his employment are enforceable and remain in full force and effect. Shamlou represents, as a
material inducement to Mindspeed to enter into this Agreement, that he has not and will not
disclose, use or misappropriate any confidential, proprietary or trade secret information of
Mindspeed to the press, customers, analysts, investors, or competitors including but not limited to
***. This representation includes but is not limited to product roadmaps, customer lists, design
wins, and employee lists. Mindspeed acknowledges that Shamlou’s employment with one of these
companies, in and of itself, will not constitute disclosure. Mindspeed further acknowledges that
the act of meeting with a Mindspeed customer, in and of itself, will not constitute disclosure,
use, or misappropriation of Mindspeed proprietary information.




 



	***	 	Certain confidential portions of this Exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.






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          4. Non-Compete: During the period of the salary continuation and unpaid leave of
absence running through April 30, 2008, as described in Paragraphs 6 and 7 below, Shamlou agrees
not to work directly in a division or unit of one of the following companies directly competing
with Mindspeed in the following areas:





	 	§	 	Carrier, Enterprise and CPE Infrastructure Voice-over-IP semiconductor product
area: ***.
	 
	 	§	 	High Performance Analog Crosspoint Switches, Physical Media Devices for Optical
Networking, and Video Broadcast Physical Device semiconductor product area: ***.
	 
	 	§	 	Passive Optical Networking (PON) Media Access Controller (MAC) semiconductor
product area: ***.




During the salary continuation and unpaid leave of absence period described in Paragraph 6, Shamlou
can join one of these competitor companies in parts of their operations that do not directly
involve Voice-over-IP, High Performance Analog, and PON MAC markets and technologies described
above, including a Chief Executive Officer, Chief Operating Officer, or “Group” executive role with
responsibility for multiple business units, provided that the terms of Paragraph 3 above are fully
honored.




          5. Non-Solicit: Shamlou agrees not to solicit or assist any other company or person
in soliciting any Mindspeed employee to leave COMPANY and join another company for a period of
twelve (12) months after Shamlou’s Termination Date, April 30, 2008, as referenced in Paragraphs 6
and 7 of this Agreement.




          6. Settlement Sum: In reliance on Shamlou’s representations and releases in this
Agreement, Mindspeed will provide Shamlou with severance pay at Shamlou’s current salary level of
$5,769.23 per week for ten months beginning on July 1, 2006, paid according to the company’s
bi-weekly payroll schedule. Payments to Shamlou will continue through April 30, 2007, when
Shamlou’s last check for the remaining balance due on the severance pay will be paid along with all
accrued, unused vacation. Shamlou will not accrue additional vacation hours after the Effective
Date of this Agreement as defined in paragraph 2 above. During the period of continued severance
payments, Shamlou’s medical, dental, vision, life insurance coverage, executive physical, health
club, one airline club, and financial counseling benefits will continue. Participation in
Mindspeed’s Long Term Disability Insurance coverage ends on the Effective Date. Following the
conclusion of the severance payments, Shamlou will be placed on unpaid leave through April 30,
2008, during which time he will not accrue further pay, vacation or other compensation. During the
period on unpaid leave, Shamlou’s medical, dental, vision, life insurance coverage, executive
physical, health club, and financial counseling benefits will continue. Additionally, Mindspeed
will provide Shamlou with outplacement assistance at




 



	***	 	Certain confidential portions of this Exhibit have been omitted pursuant to a request for confidential treatment.
Omitted portions have been filed separately with the Securities and
Exchange Commission.




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Mindspeed’s expense through Right Management
Consultants, or a similar firm, at the selected firm’s office location. Ownership of the office
laptop, home computer, home printer, and home cable modem assigned to Shamlou will be transferred
to Shamlou once the company files on the computers have been deleted by Mindspeed’s Information
Technology department. Shamlou’s Blackberry cell phone service (T-Mobile) and the cell phone
service for the additional two phones assigned to Shamlou (Verizon) will be discontinued as of June
30, 2006. Employee will be allowed to keep the Blackberry device and the two cell phones and to
port the phone numbers to individual service plans should he elect to do so. Mindspeed will stop
providing COX Broadband service as of June 30, 2006. Mindspeed will work with Employee to transfer
this service to an individual service plan should Employee elect to do so.




          7. The payments detailed above will be referred to collectively as the “Settlement Sum,” and
the parties hereto agree that the Settlement Sum, along with the period of unpaid leave ending
April 30, 2008, provides Shamlou with full recompense for any and all claims for lost or unpaid
wages, benefits, damages, interest, and any other claim related to Shamlou’s employment or to the
separation of such employment.




          8. COMPANY Stock Plans: Upon the termination of Shamlou’s employment from Mindspeed
at the close of business on April 30, 2008 (the Termination Date), all stock options for Mindspeed,
Conexant, and Skyworks stock and Restricted Stock awards that have been granted to Shamlou under
any of the Mindspeed or predecessor company’s stock plans and which are not vested as of the
Termination Date shall immediately expire and shall not be exercisable under any circumstances.
Copies of Shamlou’s Mindspeed, Conexant, and Skyworks grants are detailed in attached schedules.
Any such options that are vested as of the Termination Date shall be exercisable for a period of
three (3) months and shall expire at the end of such period if they are not exercised within that
period. The FY06 Annual Incentive Plan Restricted Stock Award will be deemed to be earned as
follows: first half performance achievement will be 100% of target and second half performance
will be 100% of target resulting in 100% of target achievement for the plan year. The Restricted
Shares awarded to Shamlou through the one-time program for senior level managers to emphasize and
focus Mindspeed efforts on returning the business to profitability will vest based on Mindspeed’s
business performance against the vesting schedule established specifically for that Restricted
Share award. All other Restricted Shares will vest according to their respective time-based
vesting installment dates.




          9. Shamlou agrees that he is not entitled to receive, and will not claim, any additional
right, benefit, payment or compensation, including but not limited to, any claim for wages,
benefits, damages, interest, attorneys fees and costs, other than what is expressly set forth in
Paragraph 6 above, and hereby expressly waives any right to additional rights, benefits, payments
or compensation. Shamlou further acknowledges that Mindspeed makes this Agreement without any
admission of liability, and agrees, to the extent permissible by law, that he will not defame,
disparage or make allegations against Mindspeed, whether to the press,




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employees, customers,
investors or otherwise, based upon or relating to matters released herein. Should Shamlou make
such allegations during the consideration of this agreement, Mindspeed shall have the right to
summarily withdraw this agreement, and to terminate Shamlou for cause. For their part, the
specific Mindspeed executives aware of this Agreement, Raouf Halim, Brad Yates, and Simon
Biddiscombe, agree not to defame, disparage or make allegations against Shamlou, whether to the
press, employees, customers, investors or otherwise, based upon or relating to matters released
herein, or furthermore to knowingly allow other Mindspeed employees to defame or disparage Shamlou.
Shamlou should direct all prospective employment inquiries or requests for employment references
to either Raouf Halim or to Brad Yates.




          10. In exchange for the Settlement Sum provided Shamlou in Paragraphs 6 and 7 above, Shamlou
agrees to, and by signing this Agreement does, waive and release all claims (known and unknown)
which he might otherwise have had against Mindspeed and each of its past and present employees,
officers, directors, agents, representatives, attorneys, insurers, related entities, assigns,
successors, and predecessors of Mindspeed, and all persons acting by, through, under or in concert
with any of them (collectively, the “Releasees”), from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, costs, losses, debts and expenses (including back wages, and attorneys’
fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, rights arising out of alleged violations of any
contract, express or implied (including but not limited to any contract of employment, partnership,
independent contractor, fiduciary, special or confidential relationship); any covenant of good
faith and fair dealing (express or implied); any tort, including fraud and deceit, negligent
misrepresentation, promise without intent to perform, conversion, breach of fiduciary duty,
defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction of
emotional distress, malicious prosecution, abuse of process, intentional or negligent interference
with prospective economic advantage, and conspiracy; any “wrongful discharge” and “constructive
discharge” claims; any claims relating to any breach of public policy; any violations or breaches
of corporate by-laws; any legal restrictions on Mindspeed’s right to terminate employees or take
other employment actions; or any federal, state or other governmental statute, regulation, or
ordinance, including, without limitation: (1) Title VII of the Civil Rights Act of 1964 (race,
color, religion, sex and national origin discrimination); (2) 42 U.S.C. §§ 1981 et
seq. (discrimination); (3) 29 U.S.C. §§ 621-634 (age discrimination); (4) the California
Fair Employment and Housing Act (discrimination in employment and/or housing, including race,
color, national origin, ancestry, physical or mental disability, medical condition, marital status,
sex, or age), Cal. Gov’t. Code §§ 12900 et seq.; (5) Executive Order 11246 (race,
color, religion, sex and national origin discrimination); (6) Sections 503 and 504 of the
Rehabilitation Act of 1973 (handicap discrimination); (7) California Labor Code Sections 200,
et seq. (claims for wages, late payment of wages, vacation pay, penalties, etc.);
(8) California Industrial Welfare Commission Orders (minimum wage, overtime, etc.); (9) Labor Code
Sections 970, et seq. (misrepresentation of employment conditions); (10) 18 U.S.C.
§§1513-




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1514A (retaliation); (11) Labor Code Sections 1050-1057 (false statements); (12) Civil Code
Sections 44 et seq. (libel and slander); (13) Labor Code § 1050 (defamation); (14)
California Labor Code Section 432.5 (agreement to illegal terms of employment); (15) the Family
Medical Leave Act and (16) the California Family Rights Act; (collectively “Claim” or “Claims”)
arising prior to the execution of this Agreement.




          11. Shamlou expressly waives and relinquishes all rights and benefits afforded by Section 1542
of the Civil Code of the State of California, and does so understanding and
acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the
Civil Code of the State of California states as follows:





“A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by his must have materially affected his
settlement with the debtor.”


Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full
and complete release and discharge of all Releasees, Shamlou expressly acknowledges that this
Agreement is intended to include in its effect, without limitation, all Claims which Shamlou does
not know or suspect to exist in his favor against the Releasees, or any of them, at the time of
execution hereof, and that this Agreement contemplates the extinguishment of any such Claim or
Claims. If Shamlou hereafter institutes any legal action against the Releasees, and each of them,
(except to enforce the specific provisions of this Agreement or for any future cause of action
unrelated to Shamlou’s employment with Mindspeed or its predecessor companies), Mindspeed shall be
entitled to payment from Shamlou of all costs, expenses, and attorney’s fees incurred as a result
of such legal action.




          12. This Agreement contains all of the terms, promises, representations, and understandings
made between the parties. Shamlou agrees that no promises, representations, or inducements have
been made to him which caused his to sign this Agreement other than those which are expressly set
forth above in Paragraphs 6 and 7 above.




          13. a. Shamlou represents and agrees that, with the exception of any civil judicial action
where disclosure of this Agreement is ordered by the court, or where disclosure is compelled by law
or government audit, he has and will keep the nature, terms and existence of the Agreement and the
Confidential Settlement Sum strictly confidential, and that he has not and will not disclose,
discuss, or reveal any information concerning the nature, terms and existence of the Agreement and
the Confidential Settlement Sum to any other person, entity, or organization, except that Shamlou
may disclose this information to his legal counsel, spouse, and professional accountant. Shamlou
is to advise Mindspeed of any request or demand for disclosure in any civil judicial action
immediately upon learning of it so Mindspeed will be




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afforded a full opportunity to intervene, to
object and to take any other action necessary to protect the confidentiality of this Agreement and
the Confidential Settlement Sum.




          14. Shamlou acknowledges that he has been advised to carefully consider all of the provisions
in this Agreement before signing it. Shamlou represents, acknowledges and agrees that he has fully
discussed all aspects of this Agreement with his attorneys to the full extent he so desired; that
Shamlou has carefully read and fully understands all of the provisions
of this Agreement; that Shamlou has taken as much time as he needs for full consideration of
this Agreement; that Shamlou fully understands that this Agreement releases all of his claims, both
known and unknown, against the Releasees; that Shamlou is voluntarily entering into this Agreement;
and that Shamlou has the capacity to enter into this Agreement.




          15. Shamlou understands that he has a period of twenty-one (21) days to review and consider
his release of his claims of age discrimination under the Age Discrimination in Employment Act
(“ADEA”) before signing the Agreement. Shamlou further understands that he may use as much or as
little of this twenty-one (21) day period as he wishes to prior to signing this Agreement. Shamlou
also understands that after he signs this Agreement he is given seven (7) days within which to
revoke the portion of the agreement releasing his claims under the ADEA. Such revocation, to be
valid, must be in writing and received by Mindspeed within the seven (7) day revocation period.




          16. Shamlou represents and acknowledges that in executing this Agreement, he does not rely and
has not relied upon any representation or statement not set forth in this Agreement made by
Mindspeed, the Releasees, or by any of their agents, representatives, or attorneys with regard to
the subject matter, basis or effect of this Agreement.




          17. This Agreement shall not in any way be construed as an admission by Mindspeed that it has
acted wrongfully with respect to Shamlou or any other person, or that Shamlou or any other person
has any rights whatsoever against Mindspeed. Mindspeed specifically disclaims any liability to or
wrongful acts against Shamlou or any other person, on the part of itself, its agents or its
employees, past or present.




          18. Shamlou represents, understands and agrees that he will not be re-employed or reinstated
by Mindspeed or any of its related companies (owned, operated or controlled by Mindspeed), and that
he will not apply for or otherwise seek employment with Mindspeed, or any subsidiary or entity
related to Mindspeed, at any time.




          19. Shamlou represents, understands and agrees that he is subject to the Employment Agreement
regarding the Company’s Proprietary Information, which he executed in connection with his
employment with Mindspeed, and that the provisions which survive his active employment are
enforceable and remain in full force and effect. Shamlou represents, as a




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material inducement to
Mindspeed to enter into this Agreement, that he has not disclosed, used or misappropriated any
confidential, proprietary or trade secret information of Mindspeed as of the Effective Date of this
Agreement. Shamlou further represents that he has fulfilled his ethical, legal and professional
responsibilities to Mindspeed, that he has not at any time known or been complicit in any Financial
Reporting certification or Board action taken in anything other than the best interest of Mindspeed
shareholders, and that he is not aware of any liabilities,
obligations, noncompliance with legal requirements (including, but not limited to,
noncompliance with the Sarbanes-Oxley Act or any applicable securities regulations), or exposure of
any kind on the part of Mindspeed that he has not, as of the date of this Agreement, brought to the
attention of Mindspeed. Shamlou further agrees to cooperate fully in the transition of matters
under his Responsibility, and to make himself reasonably available, as necessary, to answer
questions or assist in such transitions.




          20. The provisions of this Agreement are severable, and if any part of it is found to be
unenforceable, the other paragraphs shall remain fully valid and enforceable. This Agreement shall
survive the termination of any arrangements contained herein.




          21. This Agreement is made and entered into in the State of California, and shall in all
respects be interpreted, enforced and governed by and under the laws of the State of California.




          22. This Agreement sets forth the entire agreement between the parties hereto, and fully
supersedes any and all prior agreements or understandings between the parties hereto pertaining to
the subject matter of this Agreement. This Agreement may not be modified, waived, rescinded or
amended in any manner, except by a writing executed by all parties to the Agreement which clearly
and specifically modifies, waives, rescinds or amends this Agreement.




          23. This Agreement shall be binding upon Shamlou and upon his respective heirs,
administrators, representatives, executors, successors, and assigns, and shall inure to the benefit
of Mindspeed and the other Releasees and their related entities.




          24. Shamlou represents and warrants that he has not heretofore assigned or otherwise
transferred or subrogated, or purported to assign, transfer or subrogate, to any person or entity,
any Claim or portion thereof, or interest therein he may have against the Releasees, and he agrees
to indemnify, defend and hold the Releasees harmless from and against any and all liability, loss,
demands, claims, damages, costs, expenses or attorneys’ fees incurred by the Releasees as the
result of any person or entity asserting any such right, assignment, transfer or subrogation.




          25. This Agreement may be executed in one or more counterparts, any one of




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which shall be
deemed to be the original even if the others are not produced.




          26. Each party has had the opportunity to revise, comment upon and redraft this Agreement.
Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of
any party. This Agreement shall be construed as if the parties jointly
prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against any one
party and in favor of the other.




          27. The parties hereto, without further consideration, shall execute and deliver such other
documents and take such other action as may be necessary to achieve the objectives of this
Agreement.




          PLEASE READ CAREFULLY. THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.




	 	 	 	 	 	 	 
	Dated: 6/26/06

	 	By:
	 	/s/ Danny Shamlou
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Danny Shamlou	 	 
	 
	 	 	 	 	 	 
	 	 	MINDSPEED, INC.	 	 
	 
	 	 	 	 	 	 
	Dated: 6/26/06	 	/s/ B. Yates for Raouf Halim	 	 
	 	 	 	 	 
	 

	 	 	 	Raouf Halim	 	 






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