MINDSPEED TECHNOLOGIES, INC.
2003 LONG-TERM INCENTIVES PLAN
AWARD AGREEMENT FOR U.S. EMPLOYEES
STOCK OPTION TERMS AND CONDITIONS
Capitalized
terms used and not defined herein shall have the respective
meanings assigned to such terms in the Plan. As used in these Stock
Option Terms and Conditions, the following words and phrases shall
have the respective meanings ascribed to them below unless the
context in which any of them is used clearly indicates a contrary
meaning:
Award
Agreement : These
Stock Option Terms and Conditions together with the Grant
Letter.
Cause : (i) A felony conviction of a Participant;
(ii) the commission by a Participant of an act of fraud or
embezzlement against the Company and/or a Subsidiary;
(iii) willful misconduct or gross negligence materially
detrimental to the Company and/or a Subsidiary; (iv) the
Participant’s continued failure to implement reasonable
requests or directions received in the course of his or her
employment; (v) the Participant’s wrongful dissemination
or use of confidential or proprietary information; or (vi) the
intentional and habitual neglect by the Participant of his or her
duties to the Company and/or a Subsidiary.
Disability : Permanent and total disability within the
meaning of the Company’s long-term disability plan, as it may
be amended from time to time, or, if there is no such plan, as
determined by the Committee.
FAST :
Fidelity’s automated service telephone system that is used
to facilitate stock option transactions.
Fidelity : Fidelity Stock Plan Services, the stock
option administrator whom the Company has engaged to administer and
process all stock option exercises.
Grant
Letter : The letter
from the Company granting the stock option or stock options to the
Employee or Non-Employee.
Mindspeed : Mindspeed Technologies, Inc., a Delaware
corporation.
NASDAQ : The Nasdaq National Market.
Options : The stock option or stock options listed in
the first paragraph of the Grant Letter and which together with
these Stock Option Terms and Conditions constitutes the Award
Agreement.
Option
Shares : The shares of
Mindspeed Common Stock issuable or transferable on exercise of the
Options.
Plan : Mindspeed’s 2003 Long-Term Incentives
Plan, as such Plan may be amended and in effect at the relevant
time.
Retirement : Retirement at or after age sixty two
(62) or, with the advance consent of the Committee, before age
sixty two (62) but at or after age fifty five
(55).
Web : Fidelity’s website that is used to
facilitate stock option transactions and is accessible through
Mindspeed MyNet.
WHEN OPTIONS MAY BE
EXERCISED
The Options are
vested and may be exercised in accordance with the schedule
included in the Grant Letter, provided that:
if you die
while an employee of Mindspeed, your estate, or any person who
acquires the Options by bequest or inheritance, may exercise all
the Options not theretofore exercised, within (and only within) the
period beginning on your date of death (even if you die before you
have become entitled to exercise all or any part of the Options)
and ending three (3) years thereafter;
if your
employment by Mindspeed terminates other than by death,
then:
if your
employment by Mindspeed is terminated for Cause, the Options shall
expire forthwith upon your termination and may not be exercised
thereafter; and
if your employment by Mindspeed terminates for
any reason (including Retirement or Disability) not specified in
subparagraph (a) or in clause (i) of this subparagraph
(b), you (or if you die after your termination date, your estate or
any person who acquires the Options by bequest or inheritance) may
thereafter exercise the Options within (and only within) the period
ending three (3) months after your termination date, but only
to the extent they were exercisable on your termination date, it
being understood that neither (i) your transfer from Mindspeed
to a Subsidiary or affiliate of
1
Mindspeed,
whether or not incorporated, or vice versa, or from one Subsidiary
or affiliate of Mindspeed to another, nor (ii) a leave of
absence duly authorized in writing by Mindspeed, shall be deemed a
termination of employment; and
the
beginning exercise date of any unexercisable Options will be
delayed for the length of time during which you are on an unpaid
leave of absence duly authorized in writing by Mindspeed that
exceeds six (6) months.
The Committee
may, in its discretion, extend the period during which Options may
be exercised beyond the period set forth in subparagraphs
(a) and (b)(ii) above, but in no event shall the provisions of
the foregoing subparagraphs (a) or (b)(ii) extend to a date
more than eight (8) years after the date of the grant, the
period during which the Options may be exercised.
To exercise
all or any part of the Options, you (or after your death, your
estate or any person who has acquired the Options by bequest or
inheritance) must:
contact the
administrator, Fidelity, by using the FAST or Web system or by
speaking to a Fidelity customer service representative and follow
the instructions provided;
confirm the
Option transaction by receiving a confirmation number through the
FAST or Web system or by speaking to a Fidelity customer service
representative;
submit full
payment of the exercise price for the Option Shares to be purchased
on exercise of the Options:
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by
check or cash; or
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in
shares of Stock; or
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in
a combination of check or cash and shares of Stock; and
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provide, in
the case of any person other than you seeking to exercise the
Options, such documents as Fidelity or the Secretary of Mindspeed
shall require to establish to their satisfaction that the person
seeking to exercise the Options is entitled to do
so.
An exercise
of the whole or any part of the Options shall be
effective:
if you elect
(or after your death, the person entitled to exercise the Options
elects) to pay the exercise price for the Option Shares entirely by
check or cash, (1) upon confirmation of your transaction by
using the FAST or Web system or by speaking to a Fidelity customer
service representative and full payment of the exercise price and
withholding taxes (if applicable) being received by Fidelity within
three (3) business days following the confirmation; and
(2) receipt of any documents required pursuant to
Section 3(a)(iv); and
if you elect
(or after your death, the person entitled to exercise the Options
elects) to pay the exercise price of the Option Shares in shares of
Stock or in a combination of shares of Stock and check or cash,
(1) upon confirmation of your transaction by using the FAST or
Web system or by speaking to a Fidelity customer service
representative and full payment of the exercise price (as defined
in Section 3(d)(i)) and withho
