THIS
AGREEMENT (this “Agreement”) is entered into as of the
last date set forth on the signature page, and is made effective as
of July 28, 2006 (the “Effective Date”), by and
between MINDSPEED TECHNOLOGIES, INC., a Delaware corporation,
located at 4000 MacArthur Boulevard, East Tower, Newport Beach, CA
92660 (“COMPANY”) and Dave Carroll
(“Employee”).
Employee is and
has been employed by COMPANY. In consideration of the covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, both
parties agree as follows:
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1.
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Unpaid Leave of Absence.
Effective July 28,
2006, Employee resigns his position as an officer of COMPANY.
Employee’s prior Change of Control Agreement becomes null and
void, and no longer in effect as of that date. Employee will be
placed on an unpaid leave of absence for a period beginning
July 29, 2006 through the close of business on
January 31, 2007, during which time Employee will provide up
to ten hours of service per week to support Worldwide Sales
leadership transition activity including customer and partner
introductions, account strategy reviews, and reviews of human
resource and organizational history and ongoing initiatives. During
the unpaid leave of absence, Employee will not accrue vacation, nor
will Employee be eligible for participation in any of
COMPANY’s health and welfare plans. Employee acknowledges
that he is not owed any further payment as a result of his
employment by COMPANY other than what is provided in this
Agreement.
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2.
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No Solicit – No Hire
Promise. At
the close of business on the Effective Date, COMPANY will place
Employee on unpaid leave of absence through the close of business
on January 31, 2007. In exchange for this consideration,
Employee agrees, for a period of one year beginning July 31,
2006, that he will not, either directly or through others, solicit,
raid or attempt to solicit any employee of COMPANY to terminate his
or her relationship with the COMPANY in order to become an employee
to or for any other person or entity. In addition, Employee
promises not to hire any person who, as of the Effective Date, is a
member of COMPANY’s Worldwide Sales organization. Employee
further agrees that if the no solicit – no hire promise is
breached, Employee will compensate COMPANY for such breach by
paying to COMPANY a sum equal to the gross proceeds derived by
Employee on COMPANY and affiliated company (Conexant, Skyworks)
equity transactions, either exercise of stock options and/or a
restricted stock vesting event, which were transacted after the
Effective Date.
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3.
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Termination. Upon the termination of
Employee’s employment from COMPANY effective the close of
business on January 31, 2007 (the “Termination Date),
all stock options and restricted shares for COMPANY stock that have
been granted to Employee under any of COMPANY’S stock option
plans and which are not vested as of the Termination Date shall
immediately expire and shall not be exercisable under any
circumstances. Any such options, including those of affiliated
companies (Conexant, Skyworks), that are vested as of the
Termination Date shall be exercisable for a period of three months
and shall expire at the end of such period if they are not
exercised within that period.
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4.
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Confidential Information.
Employee agrees not to
use or disclose any confidential or proprietary information
belonging to COMPANY unless the information becomes publicly or
generally known. Employee agrees that anything possessed by him
that discloses or embodies such information will be delivered to
COMPANY prior to his leaving its employ. Employee agrees not to
disclose information concerning the work-in-progress at COMPANY to
anyone not authorized to receive it. Employee and COMPANY agree
that confidential or proprietary information includes but is not
limited to customer lists, employee lists, internal COMPANY
telephone, electronic, and other employee contact information,
COMPANY’s methods of doing business including business plans
and strategies, pricing plans and strategies; COMPANY’s
products and services including inventions and ideas, technical
data, designs,
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know-how and negative know-how,
software programs, projects, contemplated projects, research and
any other information that is not generally known to competitors or
to the general public.
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5.
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Breach or
Misrepresentation. In the event of any breach by
Employee of any provision of this Agreement, COMPANY shall be
entitled to seek a decree of specific performance against Employee.
Such remedy, however, shall be cumulative and non-exclusive and
shall be in addition to any other remedy to which COMPANY may be
entitled.
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6.
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Standards of Business
Conduct. By
signing this agreement you are being given the opportunity to
disclose your knowledge of any activity that may be in violation of
Company’s policies regarding standards of business conduct.
Any such disclosure can be submitted to Mindspeed Human Resources,
Mail Stop E09-905, 4000 MacArthur Blvd, Newport Beach, CA 92660 no
later than the Friday following your signing of this
agreement.
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7.
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General Release.
Employee hereby
voluntarily, knowingly and willingly waives, acquits, releases and
forever discharges Company and each of its former, current and
future employees, officers, directors, agents, shareholders, joint
venturers, representatives, attorneys, insurers, related entities,
assigns, successors, predecessors, affiliates, owners, and all
persons acti
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