exv10w23









    EXHIBIT 10.23



 




    Conexant
    Systems, Inc.

    



 




    Board of
    Directors Annual Remuneration

    





    As of
    August 10, 2010



 




    Cash
    Compensation



 



    The cash compensation of non-employee Directors is as follows:



 


	 	 	 	 	 
	

    Type


	
 
	
    Amount
	
 

	
 
	
 
	
    (In dollars)
	
 

	 

	

    Annual



	

    Board
    membership1



	
 
	
 
	
    30,000
	
 

	

    Committee membership


	
 
	
 
	
    7,500
	
 

	

    Committee Chair — Audit Committee


	
 
	
 
	
    20,000
	
 

	

    Committee Chair — all other committees


	
 
	
 
	
    15,000
	
 

	

    Lead Independent Director


	
 
	
 
	
    15,000
	
 

	
 

	

    Meeting Attendance



	

    Board meeting


	
 
	
 
	
    1,500
	
 

	

    Committee meeting


	
 
	
 
	
    1,000
	
 









 



    The retainers and fees are payable as follows:



 



    (i) Base and Committee chairmanship and membership annual
    retainers and the retainer for the Lead Independent
    Director — in cash quarterly in advance; unless a
    director elects to take payment in Shares under the provisions
    of Section 7 of the Directors Plan (attached hereto); a
    director electing to take payment in Shares will be issued his
    shares on the same date as the cash retainer and applicable
    meeting fees are paid to non-electing directors; and



 



    (ii) Meeting fees — quarterly in arrears.



 



    Directors are also reimbursed for travel, transportation
    (including personal automobile mileage at the maximum per mile
    rate set by the Internal Revenue Service), other expenses
    actually incurred in attending Board and Committee meetings, and
    the cost of continuing education (one course every three years).
    In addition, the Company will match a director’s
    contributions to educational institutions up to $5,000 per
    fiscal year.



 




    Equity
    Compensation



 



    On February 18, 2009, the Board suspended indefinitely the
    payment of any equity compensation under the Directors Stock
    Plan.



 



    Under the Directors Stock Plan, upon initial election to the
    Board, each non-employee Director shall be granted an option to
    purchase 40,000 shares of the Corporation’s Common
    Stock at the closing price per share (the Fair Market Value) on
    the date of grant as reported in the Nasdaq reporting system (or
    on the next preceding day such stock was traded if it was not
    traded on the date of grant). Thereafter, each non-employee
    Director who has served as a non-employee Director for at least
    six (6) months and is elected a director at, or who was
    previously elected and continues as a director after, that
    Annual Meeting shall be granted:



 


			
	 	    • 
	
    an option to purchase 10,000 shares on the day of the
    Annual Meeting of Shareowners (“First Annual
    Grant”); and

	 
	 	    • 
	
    an option to purchase 10,000 shares six (6) months
    after the First Annual Grant (“Second Annual Grant”);





 

 


    1 Any

    directors appointed to the Board from May 30, 2008 through
    the February 18, 2009 were entitled to receive a one-time
    Supplemental payment of $50,000.














 






 



    provided that the Board may, by action taken on or the date of
    any such Annual Meeting, defer the First Annual Grant for up to
    forty-five (45) days following such Annual Meeting and may
    defer the Second Annual Grant up to forty-five (45) days
    before or after the six (6) month anniversary of the First
    Annual Grant.



 



    These stock options become exercisable in four
    (4) approximately equal annual installments and are
    exercisable during a Director’s Board service for up to ten
    (10) years after the grant date.



 



    A Director who retires from the Board with at least five
    (5) years of Board service may exercise all remaining stock
    options granted (whether or not otherwise exercisable) for up to
    five (5) years after his or her retirement date (or the
    expiration date specified in the option). If a Director dies
    while serving on the Board, his or her estate, heirs or legatees
    (or a permitted assignee) may exercise all remaining stock
    options (whether or not otherwise exercisable) for up to three
    (3) years after the Director’s date of death (or the
    expiration date specified in the option ). A Director who
    becomes disabled or resigns for reasons of the antitrust laws,
    compliance with the Corporation’s conflict of interest
    policies or other circumstances that the Compensation and
    Management Development Committee (the Committee) may determine
    as serving the best interests of the Corporation may exercise
    his or her remaining stock options to the extent exercisable at
    the date of termination of his or her Board service for such
    period after that date as the Committee may determine (or the
    expiration date specified in the option).



 



    If a Change of Control occurs, as defined in the Bylaws, all
    stock options outstanding under the Directors Stock Plan become
    fully exercisable (whether or not otherwise then exercisable)
    and each such option shall expire at the earlier of five
    (5) years from the date of the Change of Control or the
    expiration date specified in the option. In all other cases, a
    Director’s stock options expire upon termination of his or
    her Board service.



 



    Director stock options are not transferable except by will or
    the laws governing intestate succession or by gift to a
    Director’s spouse or natural, adopted or stepchildren or
    grandchildren. In addition, any Director may transfer any stock
    options granted under the Plan to any entity affiliated with the
    Director, to be designated in writing by the Director and
    approved by the Board, all such transfers to be subject to the
    same terms and conditions as the original grant made directly to
    the individual Director.





    

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