be deemed to be references to sections, paragraphs, subparagraphs
and clauses of this Award Agreement unless otherwise specifically provided.
9.
AMENDMENT AND TERMINATION
(A)
THE GRANTEE UNDERSTANDS THAT MINDSPEED HAS RESERVED THE RIGHT TO
AMEND OR TERMINATE THIS AWARD AGREEMENT AT ANY TIME, SUBJECT TO THE LIMITATIONS
OF SECTION 9(B), AND THAT THE GRANT OF AN OPTION IN ONE YEAR OR AT ONE TIME DOES
NOT IN ANY WAY OBLIGATE MINDSPEED OR ITS AFFILIATES TO MAKE A GRANT IN ANY
FUTURE YEAR OR IN ANY GIVEN AMOUNT.
THE GRANTEE ACKNOWLEDGES AND UNDERSTANDS
THAT THE GRANT IS WHOLLY DISCRETIONARY IN NATURE AND IS NOT TO BE CONSIDERED
PART OF ANY NORMAL OR EXPECTED COMPENSATION THAT IS OR WOULD BE SUBJECT TO
SEVERANCE, RESIGNATION, REDUNDANCY OR SIMILAR PAY, OTHER THAN TO THE EXTENT
REQUIRED BY LOCAL LAW.
(B)
THE COMMITTEE MAY AT ANY TIME ALTER OR AMEND THIS AWARD AGREEMENT
TO THE EXTENT PERMITTED BY LAW, EXCEPT THAT, SUBJECT TO THE PROVISIONS OF
SECTION 10, NO SUCH ALTERATION OR AMENDMENT SHALL IMPAIR THE RIGHTS OF THE
GRANTEE WITHOUT THE GRANTEE'S CONSENT.
(C)
THE OPTION IS INTENDED TO BE EXEMPT FROM THE
PROVISIONS OF INTERNAL REVENUE SERVICE CODE SECTION 409A.
HOWEVER, MINDSPEED
MAKES NO REPRESENTATIONS THAT THE OPTION WILL BE SO EXEMPT AND MAKES NO
UNDERTAKING TO PREVENT CODE SECTION 409A FROM APPLYING TO THE AMOUNTS PAYABLE
UNDER THIS AWARD AGREEMENT OR TO MITIGATE ITS EFFECTS ON ANY PAYMENTS MADE UNDER
THIS AWARD AGREEMENT.
MINDSPEED AND THE GRANTEE AGREE TO AMEND THIS AWARD
AGREEMENT TO THE EXTENT NECESSARY TO MAKE THE OPTION EXEMPT FROM, OR COMPLY
WITH, CODE SECTION 409A.
10.
ADMINISTRATION
(A)
SUBJECT TO THE EXPRESS PROVISIONS OF THIS
AWARD AGREEMENT, THE COMMITTEE SHALL HAVE THE POWER (I) TO IMPLEMENT (INCLUDING
THE POWER TO DELEGATE SUCH IMPLEMENTATION TO APPROPRIATE OFFICERS OF MINDSPEED),
INTERPRET AND CONSTRUE THIS AWARD AGREEMENT OR OTHER DOCUMENTS DEFINING THE
RIGHTS AND OBLIGATIONS OF MINDSPEED AND THE GRANTEE HEREUNDER, (II) TO DETERMINE
ALL QUESTIONS ARISING HEREUNDER, 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 THIS
AWARD AGREEMENT SHALL BE CONCLUSIVE AND BINDING.
ANY ACTION TAKEN BY, OR
INACTION OF, THE COMMITTEE RELATING TO THIS AWARD AGREEMENT SHALL BE WITHIN THE
DISCRETION OF THE COMMITTEE AND SHALL BE CONCLUSIVE AND BINDING.
SUBJECT ONLY
TO COMPLIANCE WITH THE EXPRESS PROVISIONS HEREOF, THE COMMITTEE MAY ACT IN ITS
DISCRETION IN MATTERS RELATED TO THIS AWARD AGREEMENT.
9
(B)
IT IS THE INTENT OF MINDSPEED THAT THIS AWARD
AGREEMENT SATISFIES, AND IS INTERPRETED IN A MANNER THAT SATISFIES, THE
APPLICABLE REQUIREMENTS OF RULE 16B-3 UNDER THE EXCHANGE ACT, SO THAT THE
GRANTEE 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.
11.
ADJUSTMENT PROVISIONS
(A)
IN THE EVENT OF ANY CHANGE IN