(c) Approval of Fiscal Year 2013 Annual Incentive Plan for Senior Vice President, Worldwide Sales and Operations

On February 12, 2013, the compensation and management development committee (the "Committee") of the board of directors of Mindspeed Technologies, Inc. (the "Company") approved a revised fiscal year 2013 annual incentive plan (the "2013 Plan") for the Company's senior vice president, worldwide sales and operations, Gerald J. Hamilton.

The 2013 Plan provides that Mr. Hamilton's annual bonus target shall be equal to fifty-five percent (55%) of his base salary (the "Target Bonus"), calculated as follows: (i) fifty percent (50%) of the Target Bonus shall be based on Mr. Hamilton's contributions and achievements in his operations role (the "Operations Bonus"), with: (a) sixty percent (60%) of the Operations Bonus based on achievement of the non-GAAP operating profit goals established as part of the fiscal year 2013 annual incentive plan previously approved by the Committee (the "FY 2013 Incentive Plan"), and as previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on November 19, 2012; and (b) forty percent (40%) of the Operations Bonus based on achievement of cost of goods sold reduction goals; and (ii) fifty percent (50%) of the Target Bonus shall be based on Mr. Hamilton's contributions and achievements in his sales role (the "Sales Bonus"), with one hundred percent (100%) of the Sales Bonus based on achievement of design win goals. Mr. Hamilton's Sales Bonus is independent of the Operations Bonus and can be earned even if the Operations Bonus is not earned pursuant to the terms of the FY 2013 Incentive Plan.

The description of the FY 2013 Incentive Plan set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Current Report on Form 8-K filed on November 19, 2012.

At the Company's annual meeting of stockholders held on February 12, 2013, the Company's stockholders considered three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the SEC on January 3, 2013.

The final results of voting on each proposal are as follows:

Proposal 1: Election of two (2) Class I directors each for a term of three
(3) years to hold office until the Company's 2016 annual meeting of stockholders:

                                   FOR       WITHHELD    BROKER NON-VOTES
             Robert J. Conrad   17,019,328   8,388,976      7,482,491
             Jerre L. Stead     16,743,034   8,665,270      7,482,491

Messrs. Conrad and Stead, the nominees for Class I directors, were each elected.

Proposal 2: Ratification of the appointment by our audit committee of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013:

The foregoing proposal was approved.

Proposal 3: Approval of a 2013 equity incentive plan:

The foregoing proposal was approved.