EXHIBIT 10.7
MINDSPEED TECHNOLOGIES,
INC.
2003 STOCK
OPTION PLAN
As Amended and Restated as of July 1, 2008
1.
Purpose .
In connection with the Distribution,
certain stock options granted pursuant to the Conexant Stock Option
Plans will be adjusted in accordance with the provisions of the
Employee Matters Agreement so that following the Distribution the
respective grantees will hold stock options to purchase Shares in
addition to stock options to purchase Conexant Shares, and the
Corporation will assume Conexant’s obligations with respect
to the adjusted stock options for Shares. The purpose of this
2003 Stock Option Plan is (a) to provide a means for the
Corporation to perform its obligations with respect to the adjusted
stock options for Shares and (b) to foster creation of and
enhance shareholder value by linking the compensation of officers
and other employees of the Corporation, whose stock options granted
pursuant to the Conexant Stock Option Plans will be adjusted so
that such officers and employees also hold stock options for Shares
or who may receive grants of stock options pursuant to the terms of
the Plan, to increases in the price of the Shares, thus providing
means by which persons of outstanding abilities can be motivated
and retained. Subject to the rights of the Board of Directors
and the Committee provided in the Plan and any Sub-Plan, it is
intended that the provisions of the Plan and any of Sub-Plans A
through K will provide the Participants with Options that have
substantially the same terms and conditions as the Conexant Options
from which such Options are derived. The Board of Directors
or the Committee may look to the original plan or plans from which
the Plan or any of Sub-Plans A through K is derived in order to
interpret the Plan or any of Sub-Plans A through K or an Option
governed by the Plan or any of Sub-Plans A through K or to resolve
any inconsistency or error which may exist in the Plan or any of
Sub-Plans A through K.
2.
Definitions .
For purposes of the Plan, the
following terms shall have the meanings set forth below:
a.
Board of Directors . The Board of Directors of the
Corporation.
b.
Code . The Internal Revenue Code of 1986, and any
successor statute, as it or they may be amended from time to
time.
c.
Committee . 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.
d.
Conexant . Conexant Systems, Inc., a Delaware
corporation, and any successor thereto.
e.
Conexant Option . An option to purchase Conexant
Shares granted pursuant to any of the Conexant Stock Option Plans,
other than Specified Conexant Options.
f.
Conexant Shares . Shares of common stock, par value
$.01 per share, of Conexant, or any security of Conexant issued in
substitution or exchange therefor or in lieu thereof.
g.
Conexant Stock Option Plans . 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 by Conexant.
u.
Sub-Plans . Sub-Plans A through L of the Plan.
3.
Plan Administration .
a.
The Committee shall exercise all responsibilities, powers and
authority relating to the administration of the Plan not reserved
by the Board of Directors.
3
b.
The Board of Directors reserves the right, in its sole discretion,
to exercise or authorize another committee or person to exercise
some of or all the responsibilities, powers and authority vested in
the Committee under the Plan.
c.
None of the Corporation or any of its Subsidiaries, any member of
the Board of Directors or of the Committee, or 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.
4.
Options .
a.
The outstanding Options entitle the holders thereof to purchase
such numbers of Shares at such exercise prices as shall be
determined pursuant to resolutions to be
|
