EXHIBIT 10.5 [MINDSPEED LOGO] MINDSPEED TECHNOLOGIES, INC. 2003 LONG-TERM INCENTIVES PLAN AWARD AGREEMENT FOR U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS 1. Definitions Capitalized terms used and not defined herein shall have the respective...Mindspeed Technologies, Inc • August 9th, 2005 • Semiconductors & related devices • Delaware
INDENTURE BETWEENIndenture • December 8th, 2004 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • California
June 27, 2003 THE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN...Mindspeed Technologies Inc • October 7th, 2003 • Semiconductors & related devices • Delaware
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN MINDSPEED TECHNOLOGIES, INC.Registration Rights Agreement • December 8th, 2004 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
EXHIBIT 10.2 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered into as of December 8, 2004 by Mindspeed Technologies, Inc., a Delaware corporation (the "Pledgor"), having its principal office at 4000 MacArthur...Pledge Agreement • December 8th, 2004 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
EXHIBIT 4.4 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of December 6, 2004 to amend that certain Rights Agreement (the "Rights Agreement") dated as of June 26, 2003, by and between...Rights Agreement • December 8th, 2004 • Mindspeed Technologies, Inc • Semiconductors & related devices
Exhibit 2.1 DISTRIBUTION AGREEMENT by and between CONEXANT SYSTEMS, INC.Distribution Agreement • July 1st, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • Delaware
and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • July 1st, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • Delaware
Exhibit 4.6 MINDSPEED TECHNOLOGIES, INC. WARRANTS TO PURCHASE COMMON STOCK REGISTRATION RIGHTS AGREEMENTMindspeed Technologies Inc • October 7th, 2003 • Semiconductors & related devices • New York
EXHIBIT 10.3 CONTROL AGREEMENT This CONTROL AGREEMENT (this "Agreement") dated as of December 8, 2004 by and among Mindspeed Technologies, Inc. (the "Pledgor") and Wells Fargo Bank, N.A., in its capacity as trustee (the "Trustee"), and Wells Fargo...Control Agreement • December 8th, 2004 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
EXHIBIT 10.1 $40,000,000 AGGREGATE PRINCIPAL AMOUNT MINDSPEED TECHNOLOGIES, INC. 3.75% CONVERTIBLE SENIOR NOTES DUE 2009 PURCHASE AGREEMENTMindspeed Technologies, Inc • December 8th, 2004 • Semiconductors & related devices • New York
THE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE...Mindspeed Technologies Inc • May 13th, 2003 • Semiconductors & related devices • Delaware
Exhibit 2.5 CREDIT AGREEMENT Dated as of June 27, 2003Credit Agreement • July 1st, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • New York
Mindspeed Technologies, Inc. 2,524,138 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • March 4th, 2010 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
Thomas Weisel Partners LLC As Representative of the Several Underwriters One Montgomery Street Suite 3700 San Francisco, California 94104
Exhibit 4.6 MINDSPEED TECHNOLOGIES, INC. WARRANTS TO PURCHASE COMMON STOCK REGISTRATION RIGHTS AGREEMENTMindspeed Technologies Inc • October 7th, 2003 • Semiconductors & related devices • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2008 • Mindspeed Technologies, Inc • Semiconductors & related devices • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Mindspeed Technologies, Inc., a Delaware corporation (the “Company”), and (the “Executive”), as of the ___day of , 20_.
RECITALSIndemnification Agreement • May 10th, 2005 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
FORM OFDistribution Agreement • May 13th, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2009 • Mindspeed Technologies, Inc • Semiconductors & related devices • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Mindspeed Technologies, Inc., a Delaware corporation (the “Company”), and _____ (the “Executive”), as of the _____ day of _____, 20_____.
SUBLEASESublease • June 3rd, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • New York
AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 22nd, 2005 • Mindspeed Technologies, Inc • Semiconductors & related devices
AMONG MINDSPEED TECHNOLOGIES, INC., AS BORROWER,Credit Agreement • June 3rd, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • New York
MINDSPEED TECHNOLOGIES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.75% CONVERTIBLE SENIOR NOTES DUE 2017 INDENTURE DATED AS OF JUNE 19, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEESupplemental Indenture • August 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of June 19, 2012 (the “Indenture”) among MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (the “Company”), each of the Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, interest (including any Additional Interest) on, the Interest Make-Whole Premium, if any, the Fundamental Change Repurchase Price, if any, and the Redemption Price, if any, with respect to, the Notes, whether at maturity, by acceleration, required repurchase, redemption or otherwise, the due and punctual payment of interest on the overdue principal of, interest (including any Additional Interest) on, the Interest Make-Whole Premium, if any, the Fundamental Change Repurchase Price, if
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Confidential Severance and General Release Agreement • November 22nd, 2010 • Mindspeed Technologies, Inc • Semiconductors & related devices
FORM OFTax Allocation Agreement • May 13th, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • Delaware
CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENTConfidential Severance and General Release Agreement • December 16th, 2008 • Mindspeed Technologies, Inc • Semiconductors & related devices
THIS CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into as of the last date set forth on the signature page hereto, and is made effective as of October 10, 2008 (the “Effective Date”), by and between Thomas A. Stites (“Employee”) and Mindspeed Technologies, Inc., a Delaware corporation (“Mindspeed”).
ContractMindspeed Technologies, Inc • May 6th, 2008 • Semiconductors & related devices
Mindspeed Technologies, Inc. (the “Company”) has entered into an agreement with each of the following persons, which is substantially identical, except as set forth below, to the Form of Employment Agreement filed as Exhibit 10.8.1 to the Company’s Registration Statement on Form 10 (File No. 1-31650):
AGREEMENT AND PLAN OF MERGER By and Among Mindspeed Technologies, Inc. (a Delaware corporation); Platinum Acquisition (UK) Limited (a private company limited by shares and registered in England and Wales); Platinum Acquisition Corporation (a Delaware...Agreement and Plan of Merger • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 5, 2012 by and among Mindspeed Technologies, Inc., a Delaware corporation having its principal place of business at 4000 MacArthur Blvd., East Tower, Newport Beach, California, 92660 (the “Parent”); Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales with registration number 07893808 and having its registered office at 5 New Street Square, London EC4A 3TW, England (the “UK Acquiror”); Platinum Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of UK Acquiror (the “Merger Sub”) having its principal place of business at the same address as Parent; picoChip Inc., a Delaware corporation having its principal place of business at Upper Borough Court, Upper Borough Walls, Bath BA1 1RG, United Kingdom (the “Company”); Picochip Ltd., a private company limited by shares registered in England and Wales with registration number 03463870 and having its
MINDSPEED TECHNOLOGIES, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 27th, 2013 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Performance Share Grant (the “Notice of Grant”) and Terms and Conditions of Performance Share Grant, attached hereto as Exhibit A (together, this “Award Agreement”).
ESCROW AGREEMENTEscrow Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices
ESCROW AGREEMENT (the “Escrow Agreement”), dated as of February 6, 2012, among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent (“UK Acquiror”), Shareholder Representative Services LLC, a Colorado limited liability company (“Representative”), solely in its capacity as representative(s) of the former shareholders of picoChip Inc., a Delaware corporation (“Company”), and Computershare Trust Company, N.A. (the “Escrow Agent”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
Amendment No. 2 to Loan and Security AgreementLoan and Security Agreement • August 10th, 2010 • Mindspeed Technologies, Inc • Semiconductors & related devices
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 31, 2010, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
MINDSPEED TECHNOLOGIES, INC. Notice to Holders of Company Stock-Based Awards (“Notice”) December 10, 2013Merger Agreement • December 11th, 2013 • Mindspeed Technologies, Inc • Semiconductors & related devices
On November 5, 2013, Mindspeed Technologies, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with M/A-COM Technology Solutions Holdings, Inc. (“Parent”) and Micro Merger Sub, Inc. (the “Purchaser”). In accordance with the terms of the Merger Agreement, on November 19, 2013, the Purchaser launched a cash tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding common stock. Following the expiration of the Offer, the Purchaser will merge with and into the Company, which, if completed, will result in the Company becoming a wholly-owned subsidiary of Parent (the “Merger”).
Amendment No. 1 to Loan and Security AgreementLoan and Security Agreement • March 18th, 2009 • Mindspeed Technologies, Inc • Semiconductors & related devices
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 2, 2009, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
MINDSPEED TECHNOLOGIES, INC. DECLARATION OF REGISTRATION RIGHTSDeclaration of Registration Rights • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • California
This Declaration of Registration Rights (this “Declaration”) is provided by Mindspeed Technologies, Inc., a Delaware corporation (the “Parent”) on February 6, 2012, in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 5, 2012 by and among the Parent; Platinum Acquisition (UK) Limited, a private company limited by shares and registered in England and Wales; Platinum Acquisition Corporation, a Delaware corporation; picoChip Inc., a Delaware Corporation; picoChip Ltd., a private company limited by shares and registered in England and Wales; and the Stockholder Representative. Capitalized terms not otherwise defined herein shall have the meaning(s) ascribed to them in the Merger Agreement. This Declaration is provided for the benefit of each of the Consideration Recipients identified on Schedule A attached hereto and entitled to receive shares of Parent Common pursuant to the terms set forth in the Merger Agreement.
