(b) Individuals who, as of the date of the distribution of the Outstanding Company CommonStock to the holders of capital stock of Conexant Systems, Inc., constituted 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 the date thereof whoseelection, or nomination for election by the Company’s shareholders, was approved by a vote of atleast a majority of the directors then comprising the Incumbent Board shall be considered asthough such individual were a member of the Incumbent Board, but excluding, for this purpose, anysuch individual whose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Person other than the Board;or(c) Consummation of a reorganization, merger or consolidation or sale or other disposition ofall or substantially all of the assets of the Company or the acquisition of assets of anotherentity (a “Business Combination”), in each case, unless, following such BusinessCombination, (i) all or substantially all of the individuals and entities who were the beneficialowners, respectively, of the Outstanding Company Common Stock and Outstanding Company VotingSecurities immediately prior to such Business Combination beneficially own, directly orindirectly, more than 60% of, respectively, the then outstanding shares of common stock and thecombined voting power of the then outstanding voting securities entitled to vote generally in theelection of directors, as the case may be, of the corporation resulting from such BusinessCombination (including, without limitation, a corporation which as a result of such transactionowns the Company or all or substantially all of the Company’s assets either directly or throughone or more subsidiaries) in substantially the same proportions as their ownership, immediatelyprior to such Business Combination, of the Outstanding Company Common Stock and OutstandingCompany Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employeebenefit plan (or related trust) of the Company or of such corporation resulting from such BusinessCombination) beneficially owns, directly or indirectly, 35% or more of, respectively, the thenoutstanding shares of common stock of the corporation resulting from such Business Combination orthe combined voting power of the then outstanding voting securities of such corporation except tothe extent that such ownership existed prior to the Business Combination and (iii) at least amajority of the members of the board of directors of the corporation resulting from such BusinessCombination were members of the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board, providing for such Business Combination; or(d) Approval by the Company’s shareholders of a complete liquidation or dissolution of theCompany.3. Employment Period. The Company hereby agrees to continue the Executive in itsemploy, and the Executive hereby agrees to remain in the employ of the Company subject to theterms and conditions of this Agreement, for the period commencing on the Effective Date and endingon the third anniversary of such date (the “Employment Period”).4. Terms of Employment. (a) Position and Duties. (i) During theEmployment Period, (A) the Executive’s position (including status, offices, titles and reportingrequirements), authority, duties and responsibilities shall be at least commensurate in allmaterial respects with the most significant of those held, exercised and assigned at any timeduring the 120-day period immediately preceding the Effective Date and (B) the Executive’sservices shall be performed at the location where the Executive was employed immediately precedingthe Effective Date or any office or location less than 35 miles from such location.(ii) During the Employment Period, and excluding any periods of vacation and sick leave towhich the Executive is entitled, the Executive agrees to devote reasonable attention and timeduring normal business hours to the business and affairs of the Company and, to the extentnecessary to discharge the responsibilities assigned to the Executive hereunder, to use theExecutive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.During the Employment Period it shall not be a violation of this Agreement for the Executive to(A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfillspeaking engagements or teach at educational institutions and (C) manage personal investments, solong as such activities do not significantly interfere with the performance of the Executive’sresponsibilities as an employee of the Company in accordance with this Agreement. It is expresslyunderstood and agreed that to the extent that any such activities have been conducted by theExecutive prior to the Effective Date, the continued conduct of such activities (or the conduct ofactivities similar in nature and scope thereto) subsequent to theEffective Date shall not thereafter be deemed to interfere with the performance of theExecutive’s responsibilities to the Company.
 
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(b) Compensation. (i) Base Salary. During the Employment Period, theExecutive shall receive an annual base salary (“Annual Base Salary”), which shall be paidat a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable,including any base salary which has been earned but deferred, to the Executive by the Company andits affiliated companies in respect of the twelve-month period immediately preceding the month inwhich the Effective Date occurs. During the Employment Period, the Annual Base Salary shall bereviewed no more than 12 months after the last salary increase awarded to the Executive prior tothe Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall notserve to limit or reduce any other obligation to the Executive under this Agreement. Annual BaseSalary shall not be reduced after any such increase and the term Annual Base Salary as utilized inthis Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, theterm “affiliated companies” shall include any company controlled by, controlling or under commoncontrol with the Company.(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded,for each fiscal year ending during the Employment Period, an annual bonus (the “AnnualBonus”) in cash at least equal to the Executive’s highest bonus under the Company’s annualincentive plans for the last three full fiscal years prior to the Effective Date (annualized inthe event that the Executive was not employed by the Company for the whole of such fiscal year)(the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the endof the third month of the fiscal year next following the fiscal year for which the Annual Bonus isawarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.(iii) Incentive and Savings Plans. During the Employment Period, the Executive shallbe entitled to participate in all incentive and savings plans, practices, policies and programsapplicable generally to other peer executives of the Company and its affiliated companies, but inno event shall such plans, practices, policies and programs provide the Executive with incentiveopportunities (measured with respect to both regular and special incentive opportunities, to theextent, if any, that such distinction is applicable) and savings opportunities, in each case, lessfavorable, in the aggregate, than the most favorable of those provided by the Company and itsaffiliated companies for the Executive under such plans, practices, policies and programs as ineffect at any time during the 120-day period immediately preceding the Effective Date or if morefavorable to the Executive, those provided generally at any time after the Effective Date to otherpeer executives of the Company and its affiliated companies.(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or theExecutive’s family, as the case may be, shall be eligible for participation in and shall receiveall benefits under welfare benefit plans, practices, policies and programs provided by the Companyand its affiliated companies (including, without limitation, medical, prescription, dental,disability, employee life, group life, accidental death and travel accident insurance plans andprograms) to the extent applicable generally to other peer executives of the Company and itsaffiliated companies, but in no event shall such plans, practices, policies and programs providethe Executive with benefits which are less favorable, in the aggregate, than the most favorable ofsuch plans, practices, policies and programs in effect for the Executive at any time during the120-day period immediately preceding the Effective Date or, if more favorable to the Executive,those provided generally at any time after the Effective Date to other peer executives of theCompany and its affiliated companies.(v) Expenses. During the Employment Period, the Executive shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Executive in accordancewith the most favorable policies, practices and procedures of the Company and its affiliatedcompanies in effect for the Executive at any time during the 120-day period immediately precedingthe Effective Date or, if more favorable to the Executive, as in effect generally at any timethereafter with respect to other peer executives of the Company and its affiliated companies.(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitledto fringe benefits, including, without limitation, tax and financial planning services, payment ofclub dues, and, if applicable, use of an automobile and payment of related expenses, in accordancewith the most favorable plans, practices, programs and policies of the Company and its affiliatedcompanies in effect for the Executive atany time during the 120-day period immediately preceding the Effective Date or, if morefavorable to the Executive, as in effect generally at any time thereafter with respect to otherpeer executives of the Company and its affiliated companies.
 
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(vii) Office and Support Staff. During the Employment Period, the Executive shall beentitled to an office or offices of a size and with furnishings and other appointments, and toexclusive personal secretarial and other assistance, at least equal to the most favorable of theforegoing provided to the Executive by the Company and its affiliated companies at any time duringthe 120-day period immediately preceding the Effective Date or, if more favorable to theExecutive, as provided generally at any time thereafter with respect to other peer executives ofthe Company and its affiliated companies.(viii) Vacation. During the Employment Period, the Executive shall be entitled topaid vacation in accordance with the most favorable plans, policies, programs and practices of theCompany and its affiliated companies as in effect for the Executive at any time during the 120-dayperiod immediately preceding the Effective Date or, if more favorable to the Executive, as ineffect generally at any time thereafter with respect to other peer executives of the Company andits affiliated companies.5. Termination of Employment. (a) Death or Disability. The Executive’semployment shall terminate automatically upon the Executive’s death during the Employment Period.If the Company determines in good faith that the Disability of the Executive has occurred duringthe Employment Period (pursuant to the definition of Disability set forth below), it may give tothe Executive written notice in accordance with Section 12(b) of this Agreement of its intentionto terminate the Executive’s employment. In such event, the Executive’s employment with theCompany shall terminate effective on the 30th day after receipt of such notice by the Executive(the “Disability Effective Date”), provided that, within the 30 days after such receipt,the Executive shall not have returned to full-time performance of the Executive’s duties. Forpurposes of this Agreement, “Disability” shall mean the absence of the Executive from theExecutive’s duties with the Company on a full-time basis for 180 consecutive business days as aresult of incapacity due to mental or physical illness which is determined to be total andpermanent by a physician selected by the Company or its insurers and acceptable to the Executiveor the Executive’s legal representative.(b) Cause. The Company may terminate the Executive’s employment during theEmployment Period for Cause. For purposes of this Agreement, “Cause” shall mean:(i) the willful and continued failure of the Executive to perform substantially theExecutive’s duties with the Company or one of its affiliates (other than any such failureresulting from incapacity due to physical or mental illness), after a written demand forsubstantial performance is delivered to the Executive by the Board or the Chief Executive Officerof the Company which specifically identifies the manner in which the Board or Chief ExecutiveOfficer believes that the Executive has not substantially performed the Executive’s duties, or(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which ismaterially and demonstrably injurious to the Company.For purposes of this provision, no act or failure to act, on the part of the Executive, shallbe considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith orwithout reasonable belief that the Executive’s action or omission was in the best interests of theCompany. Any act, or failure to act, based upon authority given pursuant to a resolution dulyadopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer ofthe Company or based upon the advice of counsel for the Company shall be conclusively presumed tobe done, or omitted to be done, by the Executive in good faith and in the best interests of theCompany. The cessation of employment of the Executive shall not be deemed to be for Cause unlessand until there shall have been delivered to the Executive a copy of a resolution duly adopted bythe affirmative vote of not less than three-quarters of the entire membership of the Board at ameeting of the Board called and held for such purpose (after reasonable notice is provided to theExecutive and the Executive is given an opportunity, together with counsel, to be heard before theBoard), finding that, in the good faith opinion of the Board, the Executive is guilty of theconduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof indetail.
 
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(c) Good Reason. The Executive’s employment may be terminated by the Executive forGood Reason. For purposes of this Agreement, “Good Reason” shall mean:(i) the assignment to the Executive of any duties inconsistent in any respect with theExecutive’s position (including status, offices, titles and reporting requirements), authority,duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other actionby the Company which results in a diminution in such position, authority, duties orresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action nottaken in bad faith and which is remedied by the Company promptly after receipt of notice thereofgiven by the Executive;(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of thisAgreement, other than an isolated, insubstantial and inadvertent failure not occurring in badfaith and which is remedied by the Company promptly after receipt of notice thereof given by theExecutive;(iii) the Company’s requiring the Executive to be based at any office or location other thanas provided in Section 4(a)(i)(B) hereof or the Company’s requiring the Executive to travel onCompany business to a substantially greater extent than required immediately prior to theEffective Date;(iv) any purported termination by the Company of the Executive’s employment otherwise than asexpressly permitted by this Agreement; or(v) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.For purposes of this Section 5(c), any good faith determination of “Good Reason” made by theExecutive shall be conclusive.(d) Notice of Termination. Any termination by the Company for Cause, or by theExecutive for Good Reason, shall be communicated by Notice of Termination to the other partyhereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement,a “Notice of Termination” means a written notice which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated and (iii) if the Date of Termination (as definedbelow) is other than the date of receipt of such notice, specifies the termination date (whichdate shall be not more than thirty days after the giving of such notice). The failure by theExecutive or the Company to set forth in the Notice of Termination any fact or circumstance whichcontributes to a showing of Good Reason or Cause shall not waive any right of the Executive or theCompany, respectively, hereunder or preclude the Executive or the Company, respectively, fromasserting such fact or circumstance in enforcing the Executive’s or the Company’s rightshereunder.(e) Date of Termination. “Date of Termination” means (i) if the Executive’semployment is terminated by the Company for Cause, or by the Executive for Good Reason, the dateof receipt of the Notice of Termination or any later date specified therein, as the case may be,(ii) if the Executive’s employment is terminated by the Company other than for Cause orDisability, the Date of Termination shall be the date on which the Company notifies the Executiveof such termination and (iii) if the Executive’s employment is terminated by reason of death orDisability, the Date of Termination shall be the date of death of the Executive or the DisabilityEffective Date, as the case may be.
 
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6. Obligations of the Company upon Termination. (a) Good Reason; Other Thanfor Cause, Death or Disability. If, during the Employment Period, the Company shall terminatethe Executive’s employment other than for Cause or Disability or the Executive shall terminateemployment for Good Reason:(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after theDate of Termination the aggregate of the following amounts:(A) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to theextent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and(II) the Annual Bonus paid or payable, including any bonus or portion thereof which has beenearned but deferred (and annualized for any fiscal year consisting of less than twelve full monthsor during which the Executive was employed for less than twelve full months), for the mostrecently completed fiscal year during the Employment Period, if any (such higher amount beingreferred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is thenumber of days in the current fiscal year through the Date of Termination, and the denominator ofwhich is 365 and (3) any compensation previously deferred by the Executive (together with anyaccrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent nottheretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall behereinafter referred to as the “Accrued Obligations”); and(B) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s AnnualBase Salary and (y) the Highest Annual Bonus.(ii) for two years after the Executive’s Date of Termination, or such longer period as may beprovided by the terms of the appropriate plan, program, practice or policy, the Company shallcontinue benefits to the Executive and/or the Executive’s family at least equal to those whichwould have been provided to them in accordance with the plans, programs, practices and policiesdescribed in Section 4(b)(iv) of this Agreement if the Executive’s employment had not beenterminated or, if more favorable to the Executive, as in effect generally at any time thereafterwith respect to other peer executives of the Company and its affiliated companies and theirfamilies, provided, however, that if the Executive becomes reemployed with anotheremployer and is eligible to receive medical or other welfare benefits under another employerprovided plan, the medical and other welfare benefits described herein shall be secondary to thoseprovided under such other plan during such applicable period of eligibility. For purposes ofdetermining eligibility (but not the time of commencement of benefits) of the Executive forretiree benefits pursuant to such plans, practices, programs and policies, the Executive shall beconsidered to have remained employed until two years after the Date of Termination and to haveretired on the last day of such period;(iii) the Company shall, at its sole expense as incurred, provide the Executive withoutplacement services the scope and provider of which shall be selected by the Executive in hissole discretion;(iv) all options, stock appreciation rights, stock purchase rights, restricted stock, stockbonuses and other awards which consist of, or relate to, equity securities of the Company that areheld by the Executive shall vest in full and, as applicable, shall become fully exercisable, as ofthe Date of Termination; and(v) to the extent not theretofore paid or provided, the Company shall timely pay or provideto the Executive any other amounts or benefits required to be paid or provided or which theExecutive is eligible to receive under any plan, program, policy or practice or contract oragreement of the Company and its affiliated companies (such other amounts and benefits shall behereinafter referred to as the “Other Benefits”).(b) Death. If the Executive’s employment is terminated by reason of the Executive’sdeath during the Employment Period, this Agreement shall terminate without further obligations tothe Executive’s legal representatives under this Agreement, other than for payment of AccruedObligations and the timely payment or provision of Other Benefits. Accrued Obligations shall bepaid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 daysof the Date of Termination. With respect to the provision of Other Benefits, the term OtherBenefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’sestate and/or beneficiaries shall be entitled to receive, benefits at least equal to the mostfavorable benefits provided by the Company and affiliated companies to the estates andbeneficiaries of peer executives of the Company and such affiliated companies under such plans,programs, practices and policies relating to death benefits, if any, as in effect with respect toother peer executives and their beneficiaries at any time during the 120-day period immediatelypreceding the Effective Date or, if more favorable to the Executive’s estate and/or theExecutive’s beneficiaries, as in effect on the date of the Executive’s death with respect toother peer executives of the Company and its affiliated companies and their beneficiaries.
 
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(c) Disability. If the Executive’s employment is terminated by reason of theExecutive’s Disability during the Employment Period, this Agreement shall terminate withoutfurther obligations to the Executive, other than for payment of Accrued Obligations and the timelypayment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in alump sum in cash within 30 days of the Date of Termination. With respect to the provision ofOther Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and theExecutive shall be entitled after the Disability Effective Date to receive, disability and otherbenefits at least equal to the most favorable of those generally provided by the Company and itsaffiliated companies to disabled executives and/or their families in accordance with such plans,programs, practices and policies relating to disability, if any, as in effect generally withrespect to other peer executives and their families at any time during the 120-day periodimmediately preceding the Effective Date or, if more favorable to the Executive and/or theExecutive’s family, as in effect at any time thereafter generally with respect to other peerexecutives of the Company and its affiliated companies and their families.(d) Cause; Other than for Good Reason. If the Executive’s employment shall beterminated for Cause during the Employment Period, this Agreement shall terminate without furtherobligations to the Executive other than the obligation to pay to the Executive (x) his Annual BaseSalary through the Date of Termination, (y) the amount of any compensation previously deferred bythe Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If theExecutive voluntarily terminates employment during the Employment Period, excluding a terminationfor Good Reason, this Agreement shall terminate without further obligations to the Executive,other than for Accrued Obligations and the timely payment or provision of Other Benefits. In suchcase, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 daysof the Date of Termination.(e) Application of Section 409A. Notwithstanding any other provision of thisAgreement, to the extent that (i) one or more of the payments or benefits received or to bereceived by the Executive would constitute deferred compensation subject to the requirements ofSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) theExecutive is a “specified employee” within the meaning of Code Section 409A, then such payment orbenefit (or portion thereof) will be delayed until the earliest date following the Participant’s“separation from service” with the Company within the meaning of Code Section 409A on which theCompany can provide such payment or benefit to the Executive without the Executive’s incurrence ofany additional tax or interest pursuant to Code Section 409A, with all remaining payments orbenefits due thereafter occurring in accordance with the original schedule. In addition, thisAgreement and the payments and benefits to be provided hereunder are intended to comply in allrespects with the applicable provision of Code Section 409A.7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice providedby the Company or any of its affiliated companies and for which the Executive may qualify, nor,subject to Section 12(f), shall anything herein limit or otherwise affect such rights as theExecutive may have under any contract or agreement with the Company or any of its affiliatedcompanies. Amounts which are vested benefits or which the Executive is otherwise entitled toreceive under any plan, policy, practice or program of or any contract or agreement with theCompany or any of its affiliated companies at or subsequent to the Date of Termination shall bepayable in accordance with such plan, policy, practice or program or contract or agreement exceptas explicitly modified by this Agreement.8. Full Settlement. The Company’s obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action which the Company mayhave against the Executive or others. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement and such amounts shall not be reduced whether or notthe Executive obtains other employment. The Company agrees to pay as incurred, to the full extentpermitted by law, all legal fees and expenses which the Executive may reasonably incur as a resultof any contest (regardless of the outcome thereof) by the Company, the Executive or others of thevalidity or enforceability of, or liability under, any provision of this Agreement or anyguarantee ofperformance thereof (including as a result of any contest by the Executive about the amountof any payment pursuant to this Agreement), plus in each case interest on any delayed payment atthe applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.
 
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9. Confidential Information. The Executive shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge or data relating tothe Company or any of its affiliated companies, and their respective businesses, which shall havebeen obtained by the Executive during the Executive’s employment by the Company or any of itsaffiliated companies and which shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of this Agreement). After terminationof the Executive’s employment with the Company, the Executive shall not, without the prior writtenconsent of the Company or as may otherwise be required by law or legal process, communicate ordivulge any such information, knowledge or data to anyone other than the Company and thosedesignated by it. In no event shall an asserted violation of the provisions of this Section 9constitute a basis for deferring or withholding any amounts otherwise payable to the Executiveunder this Agreement.10. Successors. (a) This Agreement is personal to the Executive and without theprior written consent of the Company shall not be assignable by the Executive otherwise than bywill or the laws of descent and distribution. This Agreement shall inure to the benefit of and beenforceable by the Executive’s legal representatives.(b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.(c) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such succession had taken place. Asused in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successorto its business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.11. Miscellaneous. (a) This Agreement shall be governed by and construed inaccordance with the laws of the State of California, without reference to principles of conflictof laws. The captions of this Agreement are not part of the provisions hereof and shall have noforce or effect. This Agreement may not be amended or modified otherwise than by a writtenagreement executed by the parties hereto or their respective successors and legal representatives.(b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive:If to the Company: