MINDSPEED TECHNOLOGIES INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>a91972exv10w8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.8

                      MINDSPEED TECHNOLOGIES, INC. WARRANT

                                                                   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
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND SUCH LAWS.

                          MINDSPEED TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

                            Void after June 27, 2013


      MINDSPEED TECHNOLOGIES, INC. (the "COMPANY"), a Delaware corporation,
hereby certifies that for value received, CONEXANT SYSTEMS, INC., a Delaware
corporation, or its successors or assigns (the "HOLDER"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, at any time
during the Exercise Period (as hereinafter defined), Thirty Million (30,000,000)
fully paid and nonassessable shares of Common Stock (as hereinafter defined) at
an exercise price per share equal to the Exercise Price (as hereinafter
defined), subject to adjustment pursuant to the terms of this Warrant.

      This Warrant is issued pursuant to the Distribution Agreement (the
"DISTRIBUTION AGREEMENT"), dated as of the date hereof, between the Company and
Conexant Systems, Inc., and is subject to the terms thereof. Capitalized terms
used herein and not otherwise defined shall have the respective meanings
assigned to such terms in the Distribution Agreement. The Holder is entitled to
the rights and is subject to the obligations contained in the Distribution
Agreement and the Registration Rights Agreement, dated as of the date hereof,
between the Company and the Holder (as the same may be amended and supplemented
from time to time, the "REGISTRATION RIGHTS AGREEMENT") relating to this Warrant
and the shares of Common Stock issuable upon exercise of this Warrant.

      1.    DEFINITIONS. For the purposes of this Warrant, the following terms
            shall have the meanings indicated:

            "ADDITIONAL SHARES OF COMMON STOCK" shall have the meaning ascribed
to such term in Section 5(c) of this Warrant.


                                       1
<PAGE>
            "AMEX" means the American Stock Exchange.

            "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day when banks are authorized or required by law to be closed in
California or New York.

            "CAPITAL REORGANIZATION" shall have the meaning ascribed to such
term in Section 8 of this Warrant.

            "CHANGE OF CONTROL" shall have the meaning ascribed to that term in
the Bylaws of the Company as in effect at the Time of Distribution.

            "CLOSING PRICE" shall mean, with respect to each share of Common
Stock for any day, (a) the last reported sale price regular way or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case as reported on the principal national
securities exchange on which the Common Stock is listed or admitted for trading
or (b) if the Common Stock is not listed or admitted for trading on any national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day, the average of the highest reported bid and the lowest
reported asked quotation for the Common Stock, in either case as quoted on the
NASDAQ National Market System or the NASDAQ Small Cap Market or (c) if the
Common Stock is not listed or admitted for trading on any national securities
exchange or quoted on the NASDAQ National Market System or the NASDAQ Small Cap
Market, the last reported sale price or, in case no such sale takes place on
such day, the average of the highest reported bid and the lowest reported asked
quotation for the Common Stock, in either case as reported on NASDAQ or a
similar service if NASDAQ is no longer reporting such information.

            "COMMON STOCK" means the common stock, par value $.01 per share, of
the Company, together with the associated preferred share purchase rights, any
class of stock resulting from successive changes or reclassification of such
Common Stock and any and all other shares of capital stock of the Company
without preference with respect to liquidity distributions and entitled to
unlimited liquidation rights.

            "COMPANY" shall have the meaning ascribed to such term in the first
paragraph of this Warrant.

            "CONVERTIBLE SECURITIES" shall have the meaning ascribed to such
term in Section 5(b) of this Warrant.

            "CURRENT MARKET PRICE PER SHARE" shall have the meaning ascribed to
such term in Section 3(f) of this Warrant.

            "DISTRIBUTION AGREEMENT" shall have the meaning ascribed to such
term in the second paragraph of this Warrant.

            "EFFECTIVE PRICE " shall have the meaning ascribed to such term in
Section 5(c) of this Warrant.


                                       2
<PAGE>
            "ELECTION TO PURCHASE SHARES" shall have the meaning ascribed to
such term in Section 2(a) of this Warrant.

            "EXCLUDED ISSUANCE" shall mean (i) shares of Common Stock and/or
options, warrants or other Common Stock purchase rights issued and the Common
Stock issued pursuant to such options, warrants or other rights after the date
hereof to employees, officers or directors of, or consultants or advisors to the
Company or any subsidiary pursuant to stock purchase or stock option plans or
other arrangements that are approved by the Board of Directors; provided that
such shares, options, warrants or other Common Stock purchase rights shall not
be Excluded Issuances in any case where the grantee acquires the shares, or
options, warrants or other rights to purchase Common Stock at a price per share
less than the Closing Price on the date of grant other than in connection with
adjustments to outstanding options to purchase shares of Conexant Systems, Inc.
as a result of the Distribution; and (ii) shares of Common Stock issued pursuant
to the exercise of rights, options, warrants or convertible securities
outstanding as of the date hereof.

            "EXERCISE DATE" shall have the meaning ascribed to such term in
Section 2(d) of this Warrant.

            "EXERCISE PERIOD" shall mean the period beginning on (x) the first
to occur of (i) the receipt of notice pursuant to Section 7 of this Warrant of
the occurrence of any of the events described in Section 7(b) or 7(c) of this
Warrant or (ii) the first anniversary of the date hereof and ending on (y) the
Expiration Date.

            "EXERCISE PRICE" shall mean the average of the daily volume weighted
average price per share of the Common Stock for the ten consecutive Trading Days
immediately following the Distribution Date, which is $3.4080, subject to
adjustment pursuant to Section 3 or 5 of this Warrant.

            "EXPIRATION DATE" shall mean 5:00 PM, California time, on June 27,
2013.

            "FIRST DILUTIVE ISSUANCE" shall have the meaning ascribed to such
term in Section 5(d).

            "HOLDER" shall have the meaning ascribed to such term in the first
paragraph of this Warrant and in Section 14(a) of this Warrant.

            "NASDAQ" shall mean the Automatic Quotation System of the National
Association of Securities Dealers, Inc.

            "OFFICER'S CERTIFICATE" shall mean a certificate signed by the Chief
Executive Officer, the Chief Financial Officer or the Treasurer of the Company.

            "PAYMENT DATE" shall have the meaning ascribed to such term in
Section 3(c).

            "PERSON" shall mean any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company,


                                       3
<PAGE>
government (or an agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

            "PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2(a) of this Warrant.

            "QUALIFYING DILUTIVE ISSUANCE" shall have the meaning ascribed to
such term in Section 5(a) of this Warrant.

            "REGISTRATION RIGHTS AGREEMENT" shall have the meaning ascribed to
such term in the second paragraph of this Warrant.

            "SECURITIES ACT" has the meaning ascribed to such term in Section
9(a) of this Warrant.

            "SUBSEQUENT DILUTIVE ISSUANCE" shall have the meaning ascribed to
such term in Section 5(d) of this Warrant.

            "SUBSIDIARY" shall mean, with respect to any Person, a corporation
or other entity of which 50% or more of the voting power of the voting equity
securities or equity interests is owned, directly or indirectly, by such Person.

            "TENDER EXPIRATION DATE" shall have the meaning ascribed to such
term in Section 3(d) of this Warrant.

            "TRADING DAY" shall mean, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

            "WARRANT" shall mean this Warrant and any subsequent Warrant issued
pursuant to the terms of this Warrant.

            "WARRANT REGISTER" shall have the meaning ascribed to such term in
Section 14(c) of this Warrant.

            "WARRANT SHARES" shall mean the shares of Common Stock issuable upon
exercise of this Warrant pursuant to Section 2(a) of this Warrant, without
regard to the last sentence thereof.

      2.    EXERCISE OF WARRANT.

            (a) Exercise. This Warrant may be exercised, at any time and from
time to time during the Exercise Period (in whole or in part) by surrendering to
the Company at its principal office, this Warrant with an Election to Purchase
Shares (the "ELECTION TO PURCHASE SHARES") in the form attached hereto as
Exhibit A duly executed by the Holder and accompanied by payment equal to the
Exercise Price multiplied by the number of Warrant Shares for which this Warrant
is being exercised at such time (the "PURCHASE PRICE"). Notwithstanding anything
contained herein,


                                       4
<PAGE>
the Holder may not exercise this Warrant to the extent that such exercise would
result in the Holder owning at any one time more than 10% of the then
outstanding shares of Common Stock.

            (b) Delivery of Shares; Payment of Purchase Price. As soon as
practicable after surrender of this Warrant and receipt of the Purchase Price,
the Company shall promptly issue and deliver to the Holder a certificate or
certificates for the number of Warrant Shares for which this Warrant is being
exercised, in such name or names as may be designated by such Holder, along with
a check for the amount of cash to be paid in lieu of issuance of fractional
shares, if any. Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery
of a certified check, wire transfer, bank draft or postal or express money order
payable to the order of the Company, or (ii) by surrender of a number of shares
of Common Stock held by the Holder equal to the quotient obtained by dividing
(A) the Purchase Price by (B) the Closing Price on the Exercise Date.

            (c) Alternative Cashless Exercise. Notwithstanding any provision
herein to the contrary, in lieu of exercising this Warrant as set forth above,
if the Closing Price on the Exercise Date exceeds the Exercise Price, the Holder
may exercise this Warrant by electing to receive that number of Warrant Shares
as determined below by surrendering to the Company at its principal office, this
Warrant with the applicable Election to Purchase Shares duly executed by the
Holder and marked to reflect the cashless exercise of this Warrant, in which
event the Company shall issue to the Holder the number of shares of Common Stock
computed using the following formula:

                                CS = WS x (CP-EP)
                                     ------------
                                          CP

where:

      CS    equals the number of the Warrant Shares to be issued to the Holder

      WS    equals the number of Warrant Shares to be purchased as set forth in
            the applicable Election to Purchase Shares

      CP    equals the Closing Price on the Exercise Date

      EP    equals the Exercise Price

Following the surrender of this Warrant pursuant to this Subsection 2(c), the
Company shall promptly issue and deliver to the Holder a certificate or
certificates for that number of Warrant Shares to be issued to the Holder as
calculated above, in such name or names as may be designated by such Holder.

            (d) When Exercise Effective. The exercise of this Warrant shall be
deemed to have been effective immediately prior to the close of business on the
Business Day on which this Warrant is exercised in accordance with the
provisions of this Section 2 (the "EXERCISE DATE") and the Person in whose name
any certificate for shares of Common Stock shall be issuable upon


                                       5
<PAGE>
such exercise, as provided in Subsection 2(b), shall be deemed to be the record
holder of such shares of Common Stock for all purposes on the Exercise Date.

            (e) Warrant Shares Fully Paid, Nonassessable. The Company shall take
all actions necessary to ensure that following exercise of this Warrant in
accordance with the provisions of this Section 2, the Warrant Shares issued
hereunder shall, without further action by the Holder, be fully paid and
nonassessable.

            (f) Continued Validity. A holder of shares of Common Stock issued
upon the exercise of this Warrant, in whole or in part, shall continue to be
entitled to all of the rights and subject to all of the obligations set forth in
Section 14.

            (g) Exercise in Part. In connection with any exercise of this
Warrant for less than all remaining Warrant Shares, the Company shall, at the
time of the delivery of the stock certificate or certificates relating to any
such exercise, deliver to the Holder a new Warrant evidencing the right to
purchase the remaining Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical to this Warrant.

      3. ADJUSTMENT OF EXERCISE PRICE. The Exercise Price shall be adjusted from
time to time upon the occurrence of the following events:

            (a) Common Stock Distributions, etc. In case the Company shall (i)
pay a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) split or otherwise subdivide its outstanding Common Stock into a
greater number of shares or (iii) combine its outstanding Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior thereto
shall be adjusted so that the price shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to such event by a
fraction, of which (x) the numerator shall be the number of shares of Common
Stock outstanding immediately prior to such event and (y) the denominator shall
be the number of shares of Common Stock outstanding immediately after such
event. An adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of
subdivision or combination.

            (b) Rights, Options or Warrants Issuances. In case the Company shall
issue rights, options or warrants to all or substantially all holders of its
Common Stock entitling them (for a period commencing no earlier than the record
date described below and expiring not more than 60 days after such record date)
to subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price per share (or having an initial conversion price
per share) less than the Current Market Price Per Share on the record date for
the determination of stockholders entitled to receive such rights or warrants,
the Exercise Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, of which (x) the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock that the aggregate
offering price of the total number of shares of Common Stock so offered (or the
aggregate initial conversion price of the convertible securities so offered,
which shall be determined by multiplying the number of


                                       6
<PAGE>
shares of Common Stock issuable upon exercise of such convertible securities by
the initial conversion price per share of Common Stock pursuant to the terms of
such convertible securities) would purchase at the Current Market Price Per
Share on such record date, and (y) the denominator shall be the number of shares
of Common Stock outstanding on such record date plus the number of additional
shares of Common Stock offered (or into which the convertible securities so
offered are convertible); provided, however, that no adjustment shall be made if
the Company issues or distributes to the Holder the rights, options or warrants
which the Holder would have been entitled to receive had this Warrant been
exercised prior to the record date. Any such adjustment shall be made
successively whenever any such rights, options or warrants are issued, and shall
become effective immediately after the applicable record date therefor unless
such rights, options or warrants are not immediately exercisable, in which case,
any such adjustments shall be made at the time such rights, options or warrants
become exercisable.

            (c) Distributions Other Than Common Stock. If the Company after the
date hereof shall issue or distribute to all or substantially all holders of any
class of Common Stock evidences of its indebtedness, cash or other assets,
shares of capital stock of any class or any other securities or rights, options
or warrants to subscribe therefor (excluding (i) shares of Common Stock referred
to in subsection (a)(i) of this Section 3, (ii) those rights, options or
warrants referred to in subsection (b) of this Section 3 and (iii) the
distribution of rights to all holders of Common Stock pursuant to the adoption
of a stockholders' rights plan or the detachment of such rights under the terms
of such stockholders' rights plan), in each such case this Warrant shall
evidence the right to receive following the date on which such distribution
occurs (the "PAYMENT DATE"), upon its exercise, in addition to the Warrant
Shares deliverable upon such exercise, the kind and amount of indebtedness,
cash, or other assets, shares of capital stock, other securities or subscription
rights therefor described above that the Holder would have been entitled to
receive upon such distribution had the Holder exercised this Warrant immediately
prior to such distribution.

            (d) Tender Offers. (1) In case a tender offer (other than an odd lot
tender offer) by the Company for Common Stock is consummated at a price in
excess of the Closing Price of the Common Stock subject to such tender offer at
the expiration of such tender offer (the "TENDER EXPIRATION DATE"), the Exercise
Price in effect immediately prior thereto shall be adjusted to a price
determined by multiplying such Exercise Price by a fraction, of which (i) the
numerator shall be such Closing Price, less the amount of the excess of the
value of the tender offer price over the Closing Price, and (ii) the denominator
shall be the Closing Price, such adjustment to become effective immediately
prior to the opening of business on the day following such date of expiration.

            (2) For purposes of this Subsection 3(d), the term "tender offer"
shall mean and include both tender offers and exchange offers (within the
meaning of United States federal securities laws), all references to purchases
of shares in tender offers (and all similar references) shall mean and include
both the purchase of shares in tender offers and the acquisition of shares
pursuant to exchange offers, and all references to tendered shares (and all
similar references) shall mean and include shares tendered in both tender offers
and exchange offers.

            (e) For purposes of Subsections 3(a), 3(b) and 3(c), any dividend or
distribution to which Subsection 3(c) is applicable that also includes shares of
Common Stock, a subdivision of


                                       7
<PAGE>
Common Stock or a combination of Common Stock to which Subsection 3(a) applies,
or rights, options or warrants to subscribe for or purchase shares of Common
Stock to which Subsection 3(b) applies (or any combination thereof), shall be
deemed instead to be:

                  (i) first, a dividend or distribution of the evidences of
indebtedness, cash, other assets, shares of capital stock, other securities or
subscription rights, other than such shares of Common Stock, such subdivision or
combination or such rights, options or warrants to which Subsections 3(a) and
3(b) apply, respectively, immediately followed by

                  (ii) second, a dividend or distribution of such shares of
Common Stock, such subdivision or combination or such rights, options or
warrants to which Subsections 3(a) and 3(b) apply (and any further Exercise
Price reduction required by Subsections 3(a) and 3(b) with respect to such
dividend or distribution shall then be made).

            (f) Current Market Price Per Share. For the purpose of any
computation under subsection (b) of this Section 3 or Section 5, the current
market price per share of Common Stock (the "CURRENT MARKET PRICE PER SHARE") on
any date shall be deemed to be the average of the daily Closing Prices for the
30 consecutive Trading Days commencing 45 Trading Days before the such date.

            (g) Deferral of Issuance. In any case in which this Section 3 shall
require that an adjustment be made following a record date or a Payment Date or
Tender Expiration Date, as the case may be, established for purposes of this
Section 3, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Holder of the certificate described
in Section 5) issuing to the Holder of any Warrant exercised after such record
date or Payment Date or Tender Expiration Date the shares of Common Stock and
other capital stock of the Company issuable upon such exercise over and above
the shares of Common Stock and other capital stock of the Company issuable upon
such exercise only on the basis of the Exercise Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agent to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Exercise Price is required
to be made as of the record date or Payment Date or Tender Expiration Date
therefor is not thereafter made or paid by the Company for any reason, the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect if such record date had not been fixed or such effective date or Payment
Date or Tender Expiration Date had not occurred.

            (h) No Adjustment. No adjustment in the Exercise Price shall be
required unless the adjustment would require an increase or decrease of at least
1% in the Exercise Price as last adjusted; provided, however, that any
adjustments which by reason of this Section 3(h) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 3 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.

            No adjustment need be made for issuances of Common Stock pursuant to
a Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.


                                       8
<PAGE>
            (i) Adjustment for Tax Purposes. The Company shall be entitled to
make such reductions in the Exercise Price, in addition to those required by
Section 3, as it in its discretion shall determine to be advisable in order that
any stock dividends, subdivisions of shares, distributions of rights to purchase
stock or securities or distributions of securities convertible into or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

            (j) Other Dilutive Events. If any event or occurrence shall occur as
to which the provisions of Section 3, 4, 5 or 8 are not strictly applicable but
as to which the failure to make any adjustment to the Exercise Price and/or the
number of shares or other assets or property subject to this Warrant would
adversely affect the purchase rights or value represented by this Warrant in
accordance with the essential intent and principles of Sections 3, 4, 5 and 8,
then, in each such case, the Company shall determine the adjustment, if any, on
a basis consistent with the essential intent and principles established in
Sections 3, 4, 5 and 8, necessary to preserve, without dilution, the purchase
rights represented by this Warrant. If such determination involves or is based
on a determination of the fair market value of any securities (other than Common
Stock) or other assets or property, such determination shall be made in good
faith by the Board of Directors of the Company, whose determination shall be
conclusive evidence thereof and which shall be evidenced by an Officer's
Certificate delivered to the Holder.

      4. ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE. Upon any adjustment of the
Exercise Price as provided in Section 3 or 5, the number of shares subject to
this Warrant shall be adjusted so that the Holder shall thereafter be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock (calculated to the nearest 1/100th of a share) obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares purchasable hereunder (whether or not the
Exercise Period has commenced) immediately prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such adjustment.

      5. SALE OF SHARES BELOW CURRENT MARKET PRICE.

            (a) If at any time or from time to time after the date hereof, the
Company issues or sells, or is deemed by the express provisions of this Section
5 to have issued or sold, Additional Shares of Common Stock, other than as
provided in Section 3, 5 or 8, for an Effective Price (as defined below) less
than the Current Market Price Per Share (such issue, a "QUALIFYING DILUTIVE
ISSUANCE"), then and in each such case, the then effective Exercise Price shall
be reduced, effective as of the opening of business on the date of such issuance
or sale (or if earlier, the date on which a binding agreement providing for such
issuance or sale was entered into), to a price determined by multiplying the
Exercise Price in effect immediately prior to such issuance or sale by a
fraction, of which:

            (i) the numerator shall be (A) the number of shares of Common Stock
      outstanding immediately prior to such issue or sale, plus (B) the number
      of shares of the class of Common Stock being issued or sold or deemed to
      be issued or sold which the aggregate consideration received by the
      Company for the total number of Additional Shares of Common Stock so
      issued or deemed to be so issued would purchase at the Current Market
      Price Per Share, and


                                       9
<PAGE>
            (ii)the denominator shall be the number of shares of Common Stock
      outstanding immediately prior to such issue or sale plus the total number
      of Additional Shares of Common Stock so issued or sold or deemed to be so
      issued or sold.

            (b) For the purpose of the adjustment required under this Section 5,
if the Company issues or sells (x) stock or other securities convertible into,
shares of Common Stock (such convertible stock or securities being herein
referred to as "CONVERTIBLE SECURITIES") or (y) rights, options or warrants to
purchase shares of Common Stock or Convertible Securities and if the Effective
Price of such shares of Common Stock is less than the Current Market Price Per
Share, in each case the Company shall be deemed to have issued at the time of
the issuance of such rights, options or warrants or Convertible Securities the
maximum number of Additional Shares of Common Stock issuable upon exercise or
conversion thereof and to have received as consideration for the issuance of
such shares an amount equal to the total amount of the consideration, if any,
received by the Company for the issuance or sale of such rights, options or
warrants or Convertible Securities plus the minimum amounts of consideration, if
any, payable to the Company upon the exercise or conversion of such rights,
options or warrants or Convertible Securities (other than by cancellation of
liabilities or obligations evidenced by such Convertible Securities); provided,
however, that (i) subject to subsection (d) below, if the minimum amounts of
such consideration cannot be ascertained, but are a function of antidilution or
similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses; and (ii) if
the minimum amount of consideration payable to the Company upon the exercise or
conversion of such rights, options, warrants or Convertible Securities is
reduced over time or on the occurrence or non-occurrence of specified events
other than by reason of antidilution adjustments, the Effective Price shall be
recalculated using the figure to which such minimum amount of consideration is
reduced; provided, further, that if the minimum amount of consideration payable
to the Company upon the exercise or conversion of such rights, options, warrants
or Convertible Securities is subsequently increased, the Effective Price shall
be again recalculated using the increased minimum amount of consideration
payable to the Company upon the exercise or conversion of such rights, options,
warrants or Convertible Securities.

            No further adjustment of the Exercise Price, as adjusted upon the
issuance of such rights, options, warrants or Convertible Securities, shall be
made as a result of the actual issuance of Additional Shares of Common Stock
upon the exercise of any such rights, options or warrants or the conversion of
any such Convertible Securities. If any such rights, options or warrants or the
conversion privilege represented by any such Convertible Securities shall expire
without having been exercised, the Exercise Price as adjusted upon the issuance
of such rights, options, or warrants or Convertible Securities shall be
readjusted to the Exercise Price which would have been in effect had an
adjustment been made on the basis of only the Additional Shares of Common Stock,
if any, actually issued or sold on the exercise or conversion of such rights,
options, warrants or Convertible Securities, and on the basis that such
Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise or conversion
(other than by cancellation of liabilities or obligations evidenced by such
Convertible Securities), plus the consideration, if any, actually received by
the Company for the issue or sale of all such rights, options, warrants and
Convertible Securities,


                                       10
<PAGE>
whether or not exercised, provided that such readjustment shall not apply to
prior exercises of this Warrant.

            (c) For the purpose of making any adjustment to the Exercise Price
required under this Section 5, "ADDITIONAL SHARES OF COMMON STOCK" shall mean
all shares of Common Stock issued or sold by the Company or deemed to be issued
or sold pursuant to this Section 5 (including shares of Common Stock
subsequently reacquired or retired by the Company), other than any Excluded
Issuance. References to Common Stock in the preceding sentence shall mean all
shares of Common Stock issued or sold by the Company or deemed to be issued or
sold pursuant to this Section 5.

            The "EFFECTIVE PRICE" of Additional Shares of Common Stock shall
mean the quotient determined by dividing the total number of Additional Shares
of Common Stock issued or sold, or deemed to have been issued or sold, by the
Company under this Section 5, into the aggregate consideration received, or
deemed to have been received, by the Company for such issue under this Section
5, for such Additional Shares of Common Stock.

            (d) In the event that the Company issues or sells, or is deemed to
have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive
Issuance (the "FIRST DILUTIVE ISSUANCE"), then in the event that the Company
issues or sells, or is deemed to have issued or sold, Additional Shares of
Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive
Issuance (a "SUBSEQUENT DILUTIVE ISSUANCE") pursuant to the same instruments as
the First Dilutive Issuance, then and in each such case upon a Subsequent
Dilutive Issuance the Exercise Price shall be reduced to the Exercise Price that
would have been in effect had the First Dilutive Issuance and each Subsequent
Dilutive Issuance all occurred on the closing date of the First Dilutive
Issuance.

      6. NOTICE OF ADJUSTMENT. Whenever the Exercise Price, exercise privilege
or number of Warrant Shares shall be adjusted pursuant to the terms hereof, the
Company shall promptly mail to the Holder a notice of the adjustment (in
accordance with Section 18) and an Officer's Certificate briefly stating the
facts requiring the adjustment and the manner of computing it. Unless and until
the Holder shall receive an Officer's Certificate setting forth an adjustment of
the Exercise Price or the number of Warrant Shares, the Holder may assume
without inquiry that the Exercise Price and the number of Warrant Shares have
not been adjusted and that the last Exercise Price and number of Warrant Shares
of which it has knowledge remain in effect.

      7. NOTICE OF CERTAIN TRANSACTIONS. In the event that:

            (a) the Company takes any action which would require an adjustment
      in the Exercise Price or the number of Warrant Shares;

            (b) the Company consolidates or merges with or into, or transfers
      all or substantially all of its property and assets to, another
      corporation or another corporation merges into the Company and, in each
      such case, stockholders of the Company must approve the transaction; or

            (c) there is a dissolution or liquidation of the Company;


                                       11
<PAGE>
the Company shall mail to the Holder a notice in accordance with Section 18
stating the proposed record or effective date, as the case may be. The Company
shall mail the notice at least ten days before such date. Failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in subsections (a), (b) or (c) of this Section 7.

      8. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON EXERCISE
PRIVILEGE. If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon exercise of the Warrants
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 3); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
(other than in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or
lease of all or substantially all of the property or assets of the Company,
directly or indirectly, to any Person (any such event being called a "CAPITAL
REORGANIZATION"), upon the effective date of such Capital Reorganization, the
Holder shall have the right to receive, upon exercise of this Warrant, the kind
and amount of shares of stock and/or other securities and/or property (including
cash) which the Holder would have owned or have been entitled to receive after
such Capital Reorganization if this Warrant had been exercised immediately prior
to such Capital Reorganization, assuming the Holder (i) is not a person with
which the Company consolidated or into which the Company merged or which merged
into the Company or to which such sale or conveyance was made, as the case may
be ("constituent person"), or an affiliate of a constituent person and (ii)
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such Capital Reorganization.
The provisions of this Section 8 shall similarly apply to successive Capital
Reorganizations. The Company shall not consummate any transaction that effects
or permits any such event or occurrence unless each Person whose shares of
stock, securities or assets will be issued, delivered or paid to the
stockholders (including the Company with respect to clause (ii) below), prior to
or simultaneously with the consummation of the transaction (i) is a corporation
organized and existing under the laws of the United States of America or any
State or the District of Columbia, and (ii) expressly assumes, or in the case of
the Company, acknowledges, by a subsequent Warrant or other document in a form
substantially similar hereto, executed and delivered to the Holder hereof, the
obligation to deliver to such Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions of this Section 8, such Holder
is entitled to purchase, and all other obligations and liabilities under this
Warrant, including obligations and liabilities in respect of subsequent
adjustments that are required under this Warrant.

      9. REPRESENTATIONS AND WARRANTIES OF HOLDER. In connection with the
issuance of this Warrant, and the Warrant Shares upon the exercise of this
Warrant, the Holder hereby makes the following representations and warranties to
the Company, effective as of the date hereof and upon each exercise of this
Warrant in whole or in part:

            (a) the Holder is an "accredited investor" as such term is defined
in Regulation D under the Securities Act of 1933, as amended (the "SECURITIES
ACT");


                                       12
<PAGE>
            (b) the Holder is acquiring the Warrant or the Warrant Shares, as
applicable, for the Holder's own account for investment and not with a view to,
or for sale in connection with, any distribution thereof in violation of the
Securities Act, nor with any present intention of distributing or selling the
same in violation of the Securities Act;

            (c) the Holder understands that the Warrant and the Warrant Shares
have not been registered under the Securities Act, in reliance upon exemptions
contained in the Securities Act and applicable regulations promulgated
thereunder or interpretations thereof, and cannot be offered for sale, sold or
otherwise transferred unless such sale or transfer is so registered or qualifies
for exemption from registration under the Securities Act, and that the
certificates representing such shares may bear a legend substantially in the
form set forth in Section 10 hereof; and

            (d) the Holder further understands that it may be required to hold
the Warrant and the Warrant Shares for an indefinite period of time unless the
Warrant and the Warrant Shares are subsequently registered under the Securities
Act or unless an exemption from registration is otherwise available.

      10. LEGEND.

            (a) The Holder agrees not to make any disposition of all or any part
of the Warrant or Warrant Shares except in accordance with Section 14 hereof and
unless and until:

                  (i) The Holder shall be entitled to rely on an exemption from
registration under the Securities Act for such disposition; or

                  (ii) There is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with said registration statement.

            (b) The Holder understands and agrees that all certificates
evidencing Warrant Shares may bear the following legend:

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
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND SUCH LAWS.

Such legend shall be removed by the Company at the request of the Holder in
connection with any sale which the Company reasonably determines to be pursuant
to an effective registration statement under the Securities Act or pursuant to a
valid exemption from the registration requirements of the Securities Act.


                                       13
<PAGE>
      11. FRACTIONAL SHARES. Notwithstanding any provision of this Warrant to
the contrary, the Company shall not be required to issue fractions of shares
upon exercise of this Warrant or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Company may make payment to
the Holder, at the time of exercise of this Warrant as herein provided, of an
amount in cash equal to such fraction multiplied by the Closing Price on the
Exercise Date.

      12. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will at all times reserve and keep available the maximum
number of its authorized shares of Common Stock, free from all preemptive rights
therein, which will be sufficient to permit the full exercise of this Warrant,
and (c) will take all such action as may be necessary or appropriate in order
that all Warrant Shares will, upon issuance, be duly and validly issued, fully
paid and nonassessable, and free from all taxes, liens and charges with respect
to the issue thereof.

      13. REPLACEMENT OF WARRANTS. On receipt by the Company of an affidavit of
an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Warrant (and in the case of any
such mutilation, on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor which shall be exercisable for a like number of Warrant Shares. If
required by the Company, such Holder must provide an indemnity bond or other
indemnity sufficient in the judgment of the Company to protect the Company from
any loss which it may suffer if a lost, stolen or destroyed Warrant is replaced.

      14. RESTRICTIONS ON TRANSFER.

            (a) Subject to the provisions of this Section 14, this Warrant may
be transferred or assigned, in whole or in part, by the Holder at any time and
from time to time, without the consent of the Company. The term "HOLDER" as used
herein shall also include any transferee of this Warrant whose name has been
recorded by the Company in the Warrant Register (as hereinafter defined). Each
transferee of the Warrant or the Common Stock issuable upon the exercise of the
Warrant acknowledges that neither the Warrant nor the Common Stock issuable upon
the exercise of the Warrant has been registered under the Securities Act and may
be transferred only pursuant to an effective registration under the Securities
Act or pursuant to an applicable exemption from the registration requirements of
the Securities Act.

            (b) With respect to a transfer that should occur prior to the time
that the Warrant or the Common Stock issuable upon the exercise thereof is
registered under the Securities Act, such Holder shall request an opinion of
counsel (which shall be rendered by counsel reasonably acceptable to the
Company) that the proposed transfer may be effected without registration or
qualification under any Federal or state securities or blue sky law. Counsel
shall, as promptly as


                                       14
<PAGE>
practicable, notify the Company and the Holder of such opinion and of the terms
and conditions, if any, to be observed in such transfer, whereupon the Holder
shall be entitled to transfer this Warrant or such shares of Common Stock (or
portion thereof), subject to any other provisions and limitations of this
Warrant. In the event this Warrant shall be exercised as an incident to such
transfer, such exercise shall relate back and for all purposes of this Warrant
be deemed to have occurred as of the date of such notice regardless of delays
incurred by reason of the provisions of this Section 13 which may result in the
actual exercise on any later date.

            (c) The Company shall maintain a register (the "WARRANT REGISTER")
in its principal office for the purpose of registering the Warrant and any
transfer thereof, which register shall reflect and identify, at all times, the
ownership of any interest in the Warrant. Upon the issuance of this Warrant, the
Company shall record the name of the initial holder of this Warrant in the
Warrant Register as the first Holder. Upon surrender for registration of
transfer or exchange of this Warrant together with a properly executed
Assignment in the form attached hereto as Exhibit B at the principal office of
the Company, the Company shall, at its expense, execute and deliver one or more
new Warrants of like tenor which shall be exercisable in the aggregate for the
total number of Warrant Shares, registered in the name of the Holder or a
transferee or transferees.

      15. NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Warrant does not entitle
the Holder hereof to any voting rights or other rights as a stockholder of the
Company. No provisions hereof, in the absence of affirmative action by the
Holder hereof to purchase Common Stock, and no enumeration herein of the rights
or privileges of the Holder shall give rise to any liability of such Holder as a
stockholder of the Company.

      16. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax, or other incidental expense, in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Company.

      17. AMENDMENT OR WAIVER. This Warrant and any term hereof may be amended,
waived, discharged or terminated only by and with the written consent of the
Company and the Holder.

      18. NOTICES. All notices, requests, claims, demands and other
communications required or permitted to be given hereunder will be in writing
and will be delivered by hand or telecopied, e-mailed or sent, postage prepaid,
by registered, certified or express mail or reputable overnight courier service
and will be deemed given when so delivered by hand or telecopied, when e-mail
confirmation is received if delivered by e-mail, or three Business Days after
being so mailed (one Business Day in the case of express mail or overnight
courier service). All such notices, requests, claims, demands and other
communications will be addressed as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:


                                       15
<PAGE>
      (a)   If to Conexant:

            Conexant Systems, Inc.
            4311 Jamboree Road
            Newport Beach, California  92660-3095

            Attention:    Dwight W. Decker
                          Chairman of the Board and Chief Executive Officer
            Telecopy:     (949) 483-4318
            E-mail:       dwight.decker@conexant.com

            with a copy to:

            Conexant Systems, Inc.
            4311 Jamboree Road
            Newport Beach, California  92660-3095

            Attention:    Dennis E. O'Reilly, Esq.
                          Senior Vice President, General Counsel
                            and Secretary
            Telecopy:     (949) 483-9475
            E-mail:       dennis.o'reilly@conexant.com

      (b)   If to the Company:

            Mindspeed Technologies, Inc.
            4000 MacArthur Boulevard
            Newport Beach, California 92660-3095

            Attention:    Raouf Y. Halim
                          Chief Executive Officer
            Telecopy:     (949) 579-6106
            E-mail:       raouf.halim@mindspeed.com

            with a copy to:

            Mindspeed Technologies, Inc.
            4000 MacArthur Boulevard
            Newport Beach, California 92660-3095

            Attention:    Simon Biddiscombe
                          Senior Vice President, Chief Financial Officer
                            and Treasurer
            Telecopy:     (949) 579-5289
            E-mail:       simon.biddiscombe@mindspeed.com


                                       16
<PAGE>
      19. CERTAIN REMEDIES. The Holder shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions of this Warrant in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which such Holder may be entitled at law or in equity.

      20. GOVERNING LAW. This agreement shall be governed by, construed in
accordance with, and enforced under, the law of the State of Delaware applicable
to agreements or instruments entered into and performed entirely within such
State.

      21. HEADINGS. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       17
<PAGE>
                           [SIGNATURE PAGE TO WARRANT]

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer effective as of June 27, 2003.

                                             MINDSPEED TECHNOLOGIES, INC.

                                             By:  /s/ Bradley W. Yates
                                                  ----------------------------
                                                  Name:   Bradley W. Yates
                                                  Title:  Senior Vice President
                                                            and Chief
                                                            Administrative
                                                            Officer

ACKNOWLEDGED AND ACCEPTED:

CONEXANT SYSTEMS, INC.

By: /s/ Dennis E. O'Reilly
    ------------------------------
    Name:    Dennis E. O'Reilly
    Title:   Senior Vice President,
               General Counsel
               and Secretary


                                       18
<PAGE>
                                                          Exhibit A to Common
                                                          Stock Purchase Warrant

                                    [FORM OF]

                           ELECTION TO PURCHASE SHARES

      The undersigned hereby irrevocably elects to exercise the Warrant to
purchase _____ shares of Common Stock, par value $.01 per share ("Common
Stock"), of MINDSPEED TECHNOLOGIES, INC. (the "Company") and hereby [makes
payment of $_______ therefor] [or] [makes payment therefor by surrendering
pursuant to Section 2(b)(ii) of the Warrant _____ shares of Common Stock of the
Company] [or] [makes payment therefor by cancellation pursuant to Section 2(c)
of the Warrant of a portion of the Warrant with respect to _________ shares of
Common Stock]. The undersigned hereby requests that certificates for such shares
be issued and delivered as follows:

ISSUE TO:

--------------------------------------------------------------------------------

(NAME)

--------------------------------------------------------------------------------

(ADDRESS, INCLUDING ZIP CODE)

--------------------------------------------------------------------------------

(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:


--------------------------------------------------------------------------------

(NAME)

--------------------------------------------------------------------------------

(ADDRESS, INCLUDING ZIP CODE)


                                       19
<PAGE>
                                                          Exhibit B to Common
                                                          Stock Purchase Warrant

                              [FORM OF] ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto the Assignee named below all of the rights of the undersigned to purchase
Common Stock, par value $.01 per share ("Common Stock"), of MINDSPEED
TECHNOLOGIES, INC. represented by the Warrant, with respect to the number of
shares of Common Stock set forth below:

Name of Assignee      Address           No. of Shares
----------------      -------           -------------



and does hereby irrevocably constitute and appoint ____________________________
Attorney to make such transfer on the books of MINDSPEED TECHNOLOGIES, INC.
maintained for that purpose, with full power of substitution in the premises.

Dated:                                         CONEXANT SYSTEMS, INC.
         ---------------------------

                                               By:
                                                    ----------------------------
                                                    Name:
                                                    Title:


                                       20

</TEXT>
</DOCUMENT>
