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MSPD > SEC Filings for MSPD > Form 8-K on 16-May-2013All Recent SEC Filings

Show all filings for MINDSPEED TECHNOLOGIES, INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and E

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 14, 2013, the Board of Directors (the "Board") of Mindspeed Technologies, Inc. (the "Company") elected Fared Adib to the Board as a Class I Director and as a member of the Governance and Board Composition Committee. A copy of the press release announcing Mr. Adib's election is filed as Exhibit 99.1 hereto.

In connection with his appointment to the Board, Mr. Adib was granted an option to purchase 10,000 shares of our common stock at an exercise price per share equal to its fair market value on May 14, 2013. The option shall vest and becomes exercisable in four equal installments on each of the first, second, third and fourth anniversaries of the date the option was granted, provided that Mr. Adib continues to serve as a director through each such date. In addition, Mr. Adib will also be eligible to receive cash compensation and annual stock option and restricted stock unit awards for his services as a director, that are each consistent with that provided to the Company's other non-employee directors, as previously disclosed in the Company's Proxy Statement filed with the SEC on January 3, 2013.

In connection with being elected as a member of the Company's Board, the Company will enter into an agreement (the "Indemnification Agreement") with Mr. Adib, which is substantially identical to the form of agreement the Company filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 27, 2011 (and is incorporated herein by reference). The Indemnification Agreement provides, subject to the terms and conditions set forth therein, among various other things, that: (i) the Company shall indemnify Mr. Adib to the fullest extent permitted by the Delaware General Corporation Law against any and all expenses and liabilities (as provided in the Indemnification Agreement) reasonably incurred or suffered by him in connection with a proceeding;
(ii) indemnification will not be available for judgments against Mr. Adib under
Section 16(b) of the Securities Exchange Act of 1934 or under similar provisions of state law for an accounting of profits made from the purchase or sale by Mr. Adib of securities of the Company; (iii) Mr. Adib is presumed to be entitled to indemnification, which presumption can be overcome by the Company; (iv) if requested by Mr. Adib and approved by the Company's Board, the Company may provide security to Mr. Adib for the Company's indemnification and advancement obligations under the Indemnification Agreement through a trust, line of credit or other collateral; and (v) the Company shall use commercially reasonable efforts to maintain directors' and officers' liability insurance covering the duration of Mr. Adib's service as an officer of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release of the Company dated May 16, 2013.

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