AS THE CONTEXT REQUIRES, ANY OR ALL OF THE
FOLLOWING (INCLUDING ANY SUB-PLANS AUTHORIZED THEREUNDER), IN EACH CASE, AS
AMENDED THROUGH THE DISTRIBUTION DATE:
1.
Conexant Systems, Inc. 1998 Stock Option Plan;
2.
Conexant Systems, Inc. 1999 Long-Term Incentives Plan;
3.
Conexant Systems, Inc. 2000 Non-Qualified Stock Plan;
4.
Conexant Systems, Inc. Directors Stock Plan;
5.
Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan;
6.
HotRail, Inc. 1997 Equity Incentive Plan;
7.
HotRail, Inc. 2000 Equity Plan;
8.
HyperXS Communications, Inc. 2000 Stock Option Plan;
9.
Istari Design, Inc. 1997 Stock Option Plan;
10.
Maker Communications, Inc. 1996 Stock Option Plan;
11.
Maker Communications, Inc. 1999 Stock Incentive Plan;
12.
Microcosm Communications Limited Stock Option Plan;
13.
NetPlane Systems, Inc. Stock Option Plan;
14.
Novanet Semiconductor Ltd. Employee Shares Option Plan;
15.
Philsar Semiconductor Inc. Stock Option Plan; and
16.
Sierra Imaging, Inc. 1996 Stock Option Plan.
H.
CORPORATION.
MINDSPEED TECHNOLOGIES, INC., A DELAWARE CORPORATION, AND
ANY SUCCESSOR THERETO.
I.
DIRECTOR.
A MEMBER OF THE BOARD OF DIRECTORS.
2
J.
DISTRIBUTION.
THE PRO RATA DISTRIBUTION OF OUTSTANDING SHARES OWNED BY
CONEXANT TO CONEXANT'S SHAREOWNERS.
K.
DISTRIBUTION DATE.
THE DATE ON WHICH CONEXANT DISTRIBUTES SHARES TO
CONEXANT'S SHAREOWNERS.
L.
EMPLOYEE MATTERS AGREEMENT.
THE EMPLOYEE MATTERS AGREEMENT DATED AS OF
JUNE 27, 2003 BY AND BETWEEN CONEXANT AND THE CORPORATION.
M.
EXCHANGE ACT.
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
N.
FAIR MARKET VALUE.
THE CLOSING PRICE OF THE SHARES AS REPORTED ON THE
AMERICAN STOCK EXCHANGE OR SUCH OTHER NATIONAL SECURITIES EXCHANGE OR AUTOMATED
INTER-DEALER QUOTATION SYSTEM ON WHICH THE SHARES HAVE BEEN DULY LISTED AND
APPROVED FOR QUOTATION AND TRADING ON THE DATE OF A DETERMINATION (OR ON THE
NEXT PRECEDING DAY SUCH STOCK WAS TRADED IF IT WAS NOT TRADED ON THE DATE OF A
DETERMINATION).
O.
OPTION.
AN OPTION TO PURCHASE SHARES DERIVED FROM ADJUSTMENTS TO A
CONEXANT OPTION, OTHER THAN SPECIFIED CONEXANT OPTIONS, IN CONNECTION WITH THE
DISTRIBUTION AND IN ACCORDANCE WITH THE EMPLOYEE MATTERS AGREEMENT OR AN OPTION
GRANTED IN CONNECTION WITH AN OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR NEW
OPTIONS PURSUANT TO SECTION 4(C) AND SUB-PLAN L.
P.
PARTICIPANT.
ANY PERSON WHO AS OF THE CLOSE OF BUSINESS ON THE
DISTRIBUTION DATE HELD ONE OR MORE OUTSTANDING CONEXANT OPTIONS UNDER ONE OR
MORE OF THE CONEXANT STOCK OPTION PLANS AND WHO, FOR PURPOSES OF A PARTICULAR
SUB-PLAN, ALSO SATISFIES THE ADDITIONAL REQUIREMENTS SET FORTH IN THE DEFINITION
OF "PARTICIPANT" IN THAT SUB-PLAN.
Q.
PLAN.
THIS MINDSPEED TECHNOLOGIES, INC. 2003 STOCK OPTION PLAN.
R.
SECURITIES ACT.
THE SECURITIES ACT OF 1933, AS AMENDED.
S.
SHARES.
SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE
CORPORATION, OR ANY SECURITY OF THE CORPORATION ISSUED IN SUBSTITUTION, EXCHANGE
OR IN LIEU THEREOF.
T.
SPECIFIED CONEXANT OPTIONS.
CONEXANT OPTIONS (I) GRANTED TO CERTAIN
EXECUTIVE OFFICERS OF CONEXANT'S BROADBAND COMMUNICATIONS BUSINESS WHICH
PURSUANT TO THEIR TERMS SHALL REMAIN SOLELY OPTIONS TO PURCHASE CONEXANT SHARES
OR (II) HELD BY PERSONS IN CERTAIN FOREIGN LOCATIONS AS SHALL BE DESIGNATED