Attached files
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10-K - FORM 10-K - MINDSPEED TECHNOLOGIES, INC | a57890e10vk.htm |
EX-10.11 - EX-10.11 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w11.htm |
EX-23 - EX-23 - MINDSPEED TECHNOLOGIES, INC | a57890exv23.htm |
EX-24 - EX-24 - MINDSPEED TECHNOLOGIES, INC | a57890exv24.htm |
EX-21 - EX-21 - MINDSPEED TECHNOLOGIES, INC | a57890exv21.htm |
EX-31.2 - EX-31.2 - MINDSPEED TECHNOLOGIES, INC | a57890exv31w2.htm |
EX-32.1 - EX-32.1 - MINDSPEED TECHNOLOGIES, INC | a57890exv32w1.htm |
EX-12.1 - EX-12.1 - MINDSPEED TECHNOLOGIES, INC | a57890exv12w1.htm |
EX-32.2 - EX-32.2 - MINDSPEED TECHNOLOGIES, INC | a57890exv32w2.htm |
EX-31.1 - EX-31.1 - MINDSPEED TECHNOLOGIES, INC | a57890exv31w1.htm |
EX-10.37 - EX-10.37 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w37.htm |
EX-10.44 - EX-10.44 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w44.htm |
EX-10.33 - EX-10.33 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w33.htm |
EX-10.13 - EX-10.13 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w13.htm |
EX-10.38 - EX-10.38 - MINDSPEED TECHNOLOGIES, INC | a57890exv10w38.htm |
Exhibit 10.31
Mindspeed
Technologies, Inc.
Directors Stock Plan
as amended and restated
As of August 18, 2010
Directors Stock Plan
as amended and restated
As of August 18, 2010
1. | PURPOSE OF THE PLAN. |
The purpose of the Directors Stock Plan (as amended and
restated, the Plan) is to link the compensation of non-employee
directors of Mindspeed Technologies, Inc. (Mindspeed) directly
with the interests of the Mindspeed shareholders.
2. | PARTICIPANTS. |
Participants in the Plan shall consist of directors of Mindspeed
who are not employees of Mindspeed or any of its subsidiaries
(Non-Employee Director). The term subsidiary as used
in the Plan means a corporation more than 50% of the voting
stock of which, or an unincorporated business entity more than
50% of the equity interest in which, shall at the time be owned
directly or indirectly by Mindspeed.
3. | SHARES RESERVED UNDER THE PLAN. |
Subject to the provisions of Section 11 of the Plan, there
shall be reserved for delivery under the Plan, from the date of
inception of the Plan, an aggregate of 438,000 shares of
common stock, par value $.01 per share, of Mindspeed (Shares).
Subject to the provisions of Section 11 of the Plan, and
subject to the maximum number of Shares available under the
Plan, from and after March 10, 2010, no more than
100,000 Shares shall be available for all grants other than
options (specifically Restricted Stock and Restricted Stock
Units, each as defined below), other than grants made pursuant
to Section 8 of Shares or Restricted Stock Units in lieu of
cash compensation. Shares to be delivered under the Plan may be
authorized and unissued Shares, Shares held in treasury or any
combination thereof. Shares delivered under the Plan which are
forfeited or otherwise terminated shall be available for
subsequent grant under the Plan.
4. | ADMINISTRATION OF THE PLAN. |
The Plan shall be administered by the Compensation and
Management Development Committee (the Committee) of the Board,
subject to the right of the Board, in its sole discretion, to
exercise or authorize another independent committee
to exercise some or all of the responsibilities, powers and
authority vested in the Committee under the Plan. The Committee
(or the Board or any other independent committee authorized by
the Board) shall have authority to interpret the Plan, and to
prescribe, amend and rescind rules and regulations relating to
the administration of the Plan, and all such interpretations,
rules and regulations shall be conclusive and binding on all
persons. For purposes of the Plan, independent
committee shall mean a committee of the Board consisting
only of directors who are: (i) an independent
director under applicable NASDAQ rules, (ii) a
non-employee director as defined under
Rule 16b-3
under the Securities Exchange Act of 1934 and (iii) an
outside director under Section 162(m) of the
Internal Revenue Code of 1986.
5. | EFFECTIVE DATE OF THE PLAN. |
The Plan was approved by the Board and by Conexant Systems, Inc.
(Conexant), the sole shareholder of Mindspeed, and became
effective on the date on which Conexant completed the pro rata
distribution of all outstanding Shares to Conexants
shareowners (the Distribution).
6. | STOCK OPTIONS. |
Each Non-Employee Director shall be granted an option to
purchase 8,000 Shares at the meeting of the Board at which,
or following the Annual Meeting of Shareholders at which, the
Non-Employee Director is first elected a director of Mindspeed.
Following the Annual Meeting of Shareholders held in the year
2010 and each Annual Meeting of Shareholders thereafter, each
Non-Employee Director who is re-elected a director at, or who
was
previously elected and continues as a director after, that
Annual Meeting shall be granted an option to purchase
5,000 Shares, provided that the Board may, by action taken
on or before the day following the date of any such Annual
Meeting, defer the option grants in respect of such Annual
Meeting for up to 60 days following such Annual Meeting to
a date coinciding with the date of grant of options or other
incentive compensation by Mindspeed to some or all of the
officers of Mindspeed.
The exercise price per share for each option granted under the
Plan shall be the closing price per share (the Fair Market
Value) of Shares on the date of grant as reported on the Nasdaq
Stock Market 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 (or on
the next preceding day such stock was traded if it was not
traded on the date of grant). The purchase price of the Shares
with respect to which an option or portion thereof is exercised
shall be payable in full in cash, Shares valued at their Fair
Market Value on the date of exercise, or a combination thereof.
Each option may be exercised in whole or in part at any time
after it becomes exercisable; and each option shall become
exercisable in four approximately equal installments on each of
the first, second, third and fourth anniversaries of the date
the option is granted. No option shall be exercisable prior to
one year nor after ten years from the date of the grant thereof;
provided, however, that if the holder of an option dies, the
option may be exercised from and after the date of the
optionees death for a period of three years (or until the
expiration date specified in the option if earlier) even if it
was not exercisable at the date of death. Moreover, if an
optionee retires after attaining age 55 and completing at
least five years service as a director, all options then held by
such optionee shall be exercisable even if they were not
exercisable at such retirement date; provided, however, that
each such option shall expire at the earlier of five years from
the date of the optionees retirement or the expiration
date specified in the option.
Options granted under the Plan are not transferable other than
(i) by will or by the laws of descent and distribution; or
(ii) by gift to the grantees spouse or natural,
adopted or step- children or grandchildren (Immediate Family
Members) or to a trust for the benefit of one or more of the
grantees Immediate Family Members or to a family
charitable trust established by the grantee or one of the
grantees Immediate Family Members. If an optionee ceases
to be a director while holding unexercised options, such options
are then void, except in the case of (i) death,
(ii) disability, (iii) retirement after attaining
age 55 and completing at least five years service as a
director, or (iv) resignation from the Board for reasons of
the antitrust laws, compliance with Mindspeeds conflict of
interest policies or other circumstances that the Committee may
determine as serving the best interests of Mindspeed. Dividends
or dividend equivalents will not be paid on Options granted
under the Plan.
7. | RESTRICTED STOCK UNITS. |
Following the Annual Meeting of Shareholders held in the year
2010 and each Annual Meeting of Shareholders thereafter, each
Non-Employee Director who is elected a director at, or who was
previously elected and continues as a director after, that
Annual Meeting shall be granted restricted stock units
(Restricted Stock Units) in an amount equal to the lesser of
(a) 5,000 Restricted Stock Units or (b) the number of
Restricted Stock Units (rounded to the nearest whole unit)
equaling $45,000 divided by the closing price of Shares on the
date of grant as reported on the Nasdaq Stock Market 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 (or on the next preceding day
such stock was traded if it was not traded on the date of
grant). For the purpose of the calculation in the previous
sentence, one Restricted Stock Unit shall equal one Share.
The recipient shall not have the rights of a shareholder until
such time as the Shares underlying the Restricted Stock Units
are settled by the issuance of such Shares to the Non-Employee
Director. Upon receipt of the Shares underlying the Restricted
Stock Units, the recipient shall have the right to vote the
Shares. One Share shall be issuable for each Restricted Stock
Unit awarded.
Restricted Stock Units issued under this Section 7 shall
not be settled, and such Shares shall not be issued, until ten
days after (i) the recipient retires from the Board after
attaining age 55 and completing at least five years service
as a director or (ii) the recipient resigns from the Board
or ceases to be a director by reason of the antitrust laws,
compliance with Mindspeeds conflict of interest policies,
death, disability or other circumstances, and the Board has not
determined (prior to the expiration of such ten day period) that
such resignation or cessation of service as a director is
adverse to the best interests of Mindspeed.
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The settlement of the Restricted Stock Units as described above
shall be delayed in the event Mindspeed reasonably determines
that the issuance of the Shares would constitute a violation of
federal securities laws or other applicable law. If the
settlement of the Restricted Stock Units is delayed by the
provisions of this paragraph, the settlement of the Restricted
Stock Units shall occur at the earliest date at which Mindspeed
reasonably determines that issuing the Shares will not cause a
violation of federal securities laws or other applicable law.
For purposes of this paragraph, the issuance of Shares that
would cause inclusion in gross income or the application of any
penalty provision or other provision of the Internal Revenue
Code of 1986, as amended (the Code), is not considered a
violation of applicable law.
Grants of Restricted Stock Units under the Plan are not
transferable other than (i) by will or by the laws of
descent and distribution; or (ii) by gift to the
grantees Immediate Family Members or to a trust
established for the benefit of one or more of the grantees
Immediate Family Members or to a family charitable trust
established by the grantee or one of the grantees
Immediate Family Members.
8. | SHARES OR RESTRICTED STOCK UNITS IN LIEU OF CASH COMPENSATION. |
Each Non-Employee Director may elect each year, not later than
December 31 of the year preceding the year as to which an
election is to be applicable, to receive all or any portion of
the cash retainer to be paid for board, committee or other
service in the following calendar year through the issuance or
transfer of Shares, valued at the closing price as reported on
the Nasdaq Stock Market 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 when each payment of such retainer amount
would otherwise be made in cash (or on the next preceding day
such stock was traded if it was not traded on that date). Each
Non-Employee Director making such an election may also elect at
the same time to receive the value of those Shares in the form
of Restricted Stock Units. The recipient shall not have the
rights of a shareholder until such time as the Shares underlying
the Restricted Stock Units are settled by the issuance of such
Shares to the Non-Employee Director. Upon receipt of the Shares
underlying the Restricted Stock Units, the recipient shall have
the right to vote the Shares. One Share shall be issuable for
each Restricted Stock Unit awarded.
Restricted Stock Units issued under this Section 8 shall
not be settled, and such Shares shall not be issued, until ten
days after (i) the recipient retires from the Board after
attaining age 55 and completing at least five years service
as a director or (ii) the recipient resigns from the Board
or ceases to be a director by reason of the antitrust laws,
compliance with Mindspeeds conflict of interest policies,
death, disability or other circumstances, and the Board has not
determined (prior to the expiration of such ten day period) that
such resignation or cessation of service as a director is
adverse to the best interests of Mindspeed.
The settlement of the Restricted Stock Units as described above
shall be delayed in the event Mindspeed reasonably determines
that the issuance of the Shares would constitute a violation of
federal securities laws or other applicable law. If the
settlement of the Restricted Stock Units is delayed by the
provisions of this paragraph, the settlement of the Restricted
Stock Units shall occur at the earliest date at which Mindspeed
reasonably determines that issuing the Shares will not cause a
violation of federal securities laws or other applicable law.
For purposes of this paragraph, the issuance of Shares that
would cause inclusion in gross income or the application of any
penalty provision or other provision of the Code is not
considered a violation of applicable law.
9. | RESTRICTED STOCK. |
The Board or the Committee may, from time to time, as and when
either thereof deems it appropriate, provide one or more
Non-Employee Directors with a grant of Restricted Stock, subject
to the terms, conditions and restrictions established by the
Board or the Committee at the time of grant. The recipient will
receive dividends in respect of the Shares underlying the
Restricted Stock, which will be reinvested in Shares, and paid
if and when such Restricted Stock vests.
Grants of Restricted Stock under the Plan are not transferable
other than (i) by will or by the laws of descent and
distribution; or (ii) by gift to the grantees
Immediate Family Members or to a trust established for the
benefit of one or more of the grantees Immediate Family
Members or to a family charitable trust established by the
grantee or one of the grantees Immediate Family Members.
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10. | ADDITIONAL COMPENSATION. |
The Board or the Committee may, from time to time, as and when
either thereof deems it appropriate, provide one or more
Non-Employee Directors with additional compensation under the
Plan. Such additional compensation may be in the form of a grant
of Shares, Restricted Stock, Restricted Stock Units, options to
purchase Shares or a combination thereof, subject to the terms,
conditions and restrictions established by the Board or the
Committee at the time of grant.
11. | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. |
If there shall be any change in or affecting Shares on account
of any merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split or combination, or
other distribution to holders of Shares (other than a cash
dividend), there shall be made or taken such amendments to the
Plan and such adjustments and actions thereunder as the Board
may deem appropriate under the circumstances.
12. | GOVERNMENT AND OTHER REGULATIONS. |
The obligations of Mindspeed to deliver Shares upon exercise of
options granted under Section 6 of the Plan, upon vesting
and settlement of Restricted Stock Units pursuant to
Section 7 or an election made under Section 8 or the
delivery of Shares pursuant to an election made under
Section 8 of the Plan or grants made under Section 9
or Section 10 of the Plan, shall be subject to (i) all
applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without
limitation, compliance with the Securities Act of 1933, as
amended, and (ii) the condition that such Shares shall have
been duly listed and approved for quotation and trading on the
Nasdaq Stock Market, or such other national securities exchange
or automated inter-dealer quotation system as shall be approved
by the Board.
13. | AMENDMENT AND TERMINATION OF THE PLAN. |
The Plan may be amended by the Board in any respect, provided
that, without shareholder approval, no amendment shall
(i) materially increase the maximum number of Shares
available for delivery under the Plan (other than adjustments
pursuant to Section 11 hereof), (ii) materially
increase the benefits accruing to participants under the Plan,
or (iii) materially modify the requirements as to
eligibility for participation in the Plan. The Plan may also be
terminated at any time by the Board.
The Plan was amended and restated effective July 1, 2008 to
adjust (in accordance with Section 11 of the Plan) the
number of Shares available for issuance under the Plan, as well
as the number of Shares subject to automatic stock option and
Restricted Stock Unit grants after giving effect to a
1-for-5
reverse stock split of the Companys common stock, which
became effective at 11:59 p.m. EDT on June 30, 2008.
Such amendment and restatement was not subject to the approval
of the Companys shareholders.
14. | REPRICINGS. |
Except in connection with a corporate transaction involving
Mindspeed (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation,
split-up,
spin-off, combination or exchange of shares), the terms of
outstanding options may not be amended to reduce the exercise
price of outstanding options or cancel outstanding options in
exchange for cash, other grants or options with an exercise
price that is less than the exercise price of the original
options without shareholder approval.
15. | MISCELLANEOUS. |
(a) A change of control (Change of Control) shall mean any
of the following occurring after the Distribution:
(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a Person) of beneficial ownership (within the
meaning of
Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(i) the then outstanding Shares or (ii) the combined
voting power of the then outstanding voting securities of
Mindspeed entitled to vote generally in the election of
directors
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(Outstanding Voting Shares); provided however, that for purposes
of this subparagraph (1) the following acquisitions shall
not constitute a Change of Control: (v) any acquisition
directly from Mindspeed, (w) any acquisition by Mindspeed,
(x) any acquisition by Conexant, (y) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by Mindspeed, Conexant or any corporation controlled
by Mindspeed or Conexant or (z) any acquisition pursuant to
a transaction which complies with (i), (ii) and
(iii) of subsection (3) of this
Section 14(a); or
(2) Individuals who, as of the date of the Distribution
constitute the Board (the Incumbent Board) cease for any reason
to constitute at least a majority of the Board; provided,
however that any individual becoming a director subsequent to
that date whose election, or nomination for election by
Mindspeeds shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(3) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of Mindspeed or the acquisition
of assets of another entity (a Corporate Transaction), in each
case, unless, following such Corporate Transaction, (i) all
or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding Shares
and Outstanding Voting Shares immediately prior to such
Corporate Transaction beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction
owns Mindspeed or all or substantially all of Mindspeeds
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the
outstanding Shares and Outstanding Voting Shares, as the case
may be, (ii) no Person (excluding Conexant, any employee
benefit plan (or related trust) of Mindspeed, of Conexant or of
such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (iii) at
least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Corporate Transaction; or
(4) Approval by Mindspeeds shareholders of a complete
liquidation or dissolution of Mindspeed.
(b) If a Change of Control shall occur, all options then
outstanding pursuant to the Plan shall forthwith become fully
exercisable whether or not then exercisable, all Restricted
Stock Units shall become fully vested and settled by the
issuance of Shares, and the restrictions on all Shares granted
as Restricted Stock under the Plan shall forthwith lapse;
provided, however, that each such option shall expire at the
earlier of five years from the date of the Change of Control or
the expiration date specified in the option; provided, also,
that if the event constituting a Change of Control is not also a
change in the ownership or effective control of
Mindspeed, or a change in the ownership of a substantial
portion of the assets of Mindspeed, as those terms are
defined under Code Section 409A, then Restricted Stock
Units shall be settled upon the Non-Employee Directors
separation from service within the meaning under
Code Section 409A coincident with or subsequent to such
Change of Control.
(c) Nothing contained in the Plan shall be deemed to confer
upon any person any right to continue as a director of or to be
associated in any other way with Mindspeed.
(d) To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken
pursuant hereto shall be governed by the law of the State of
Delaware.
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