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                                                                  EXHIBIT 10-B-9



                MEMORANDUM OF ADJUSTMENTS TO OUTSTANDING OPTIONS
                         UNDER THE CONEXANT STOCK PLANS

      Effective upon consummation of the distribution (the "Distribution") by
Conexant Systems, Inc. ("Conexant") to each holder of shares of Common Stock,
par value $1 per share, of Conexant ("Conexant Common Stock") and Series B
Voting Preferred Stock, without par value, of Conexant, other than shares held
in the treasury of Conexant, as of the Record Date (as defined in the
Contribution and Distribution Agreement dated as of December 16, 2001, as
amended (the "Distribution Agreement"), by and between Conexant and Washington
Sub, Inc. ("Washington")) of one share of Common Stock, par value $.01 per share
("Washington Common Stock"), of Washington for each share of Conexant Common
Stock held by such holder on the Record Date (which is subject to satisfaction
or waiver of the conditions set forth in the Distribution Agreement), all
outstanding options under the Conexant Systems, Inc. 1998 Stock Option Plan,
Conexant Systems, Inc. 1999 Long-Term Incentives Plan, Conexant Systems, Inc.
2000 Non-Qualified Stock Plan, Conexant Systems, Inc. Directors Stock Plan,
Istari Design, Inc. 1997 Stock Option Plan, Microcosm Communications Limited
Stock Option Plan, Maker Communications, Inc. 1999 Stock Incentive Plan, Maker
Communications, Inc. 1996 Stock Option Plan, Applied Telecom, Inc. 2000
Non-Qualified Stock Option Plan, Philsar Semiconductor Inc. Stock Option Plan,
Sierra Imaging, Inc. 1996 Stock Option Plan, HotRail, Inc. 1997 Equity Incentive
Plan, HotRail, Inc. 2000 Equity Plan, NetPlane Systems, Inc. Stock Option Plan,
Novanet Semiconductor Ltd. Employee Shares Option Plan, and HyperXS
Communications, Inc. 2000 Stock Option Plan (collectively, the "Conexant Stock
Plans"), pursuant to the equitable adjustment and other provisions of the
applicable Conexant Stock Plan, shall be adjusted as set forth in this
memorandum.

      Capitalized terms used in this memorandum but not defined herein will have
the meanings ascribed to such terms in the Distribution Agreement or, if not
defined therein, in the form of Employee Matters Agreement to be entered into by
and among Conexant, Washington and Alpha Industries, Inc. ("Alpha") pursuant to
the Distribution Agreement. As used in this memorandum, the following terms will
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

            "AVERAGE PRICE OF POST-DISTRIBUTION CONEXANT COMMON STOCK" means the
      volume weighted average of the trading price per share of Conexant Common
      Stock trading on a "regular way" basis as reported on Nasdaq on the first
      full Nasdaq trading day immediately following the Time of Distribution.
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            "AVERAGE PRICE OF PRE-DISTRIBUTION CONEXANT COMMON STOCK" means the
      volume weighted average of the trading price per share of Conexant Common
      Stock trading on a "regular way" basis (i.e., including the value of the
      Washington Common Stock to be distributed in respect thereof) as reported
      on Nasdaq on the last full Nasdaq trading day immediately preceding the
      Time of Distribution (which may be the Distribution Date).

            "AVERAGE PRICE OF WASHINGTON COMMON STOCK" means the Average Price
      of Pre-Distribution Conexant Common Stock minus the Average Price of
      Post-Distribution Conexant Common Stock.

            "CONEXANT OPTION" means an option to purchase from Conexant shares
      of Conexant Common Stock granted pursuant to or governed by one of the
      Conexant Stock Plans which is outstanding immediately prior to the Time of
      Distribution.

            "CONEXANT OPTION RATIO" means the amount obtained by dividing (a)
      the Average Price of Post-Distribution Conexant Common Stock by (b) the
      Average Price of Pre-Distribution Conexant Common Stock.

            "CONEXANT SPLIT OPTION" means each Conexant Option (other than the
      Mindspeed March 30 Options).

            "MINDSPEED MARCH 30 OPTIONS" means those Conexant Options granted to
      employees of Conexant's Mindspeed Technologies business on March 30, 2001
      and such other Conexant Options held by persons located outside the United
      States as shall be designated by the Compensation and Management
      Development Committee of the Board of Directors of Conexant.

            "NASDAQ" means The Nasdaq Stock Market, Inc.

            "POST-DISTRIBUTION CONEXANT OPTION SPREAD" means, with respect to
      any adjusted Conexant Split Option, the product of (i) the Average Price
      of Post-Distribution Conexant Common Stock minus the per share exercise
      price of such adjusted Conexant Split Option (determined in accordance
      with the provisions of paragraph (a)(i) below, regardless of whether the
      provisions of paragraph (a)(ii) below are applicable), multiplied by (ii)
      the number of shares of Conexant Common Stock subject to such adjusted
      Conexant Split Option (determined in accordance with the provisions of
      paragraph (a)(i) below, regardless of whether the provisions of paragraph
      (a)(ii) below are applicable).

            "PRE-DISTRIBUTION CONEXANT OPTION SPREAD" means, with respect to any
      Conexant Split Option (prior to its being adjusted pursuant to paragraph
      (a) below),


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      (a) the Average Price of Pre-Distribution Conexant Common Stock minus the
      per share exercise price of such unadjusted Conexant Split Option,
      multiplied by (b) the number of shares of Conexant Common Stock subject to
      such unadjusted Conexant Split Option.

            "WASHINGTON OPTION" means an option to purchase from Washington
      shares of Washington Common Stock provided to a holder of a Conexant Split
      Option.

            "WASHINGTON OPTION RATIO" means the amount obtained by dividing (i)
      the Average Price of Washington Common Stock by (ii) the Average Price of
      Pre-Distribution Conexant Common Stock.

            "WASHINGTON OPTION SPREAD" means (a) with respect to any Washington
      Option received by a holder of a Conexant Split Option pursuant to
      paragraph (a) below, the Pre-Distribution Conexant Option Spread of the
      corresponding Conexant Split Option minus the Post-Distribution Conexant
      Option Spread of such Conexant Split Option.

            The adjustments shall be made as follows:

            (a) (i) Each Conexant Split Option held by any person that is
outstanding immediately prior to the Time of Distribution will be adjusted
pursuant to the equitable adjustment and other provisions of the applicable
Conexant Stock Plan under which such Conexant Split Option was granted so that
the per share exercise price of such Conexant Split Option will equal the per
share exercise price of such Conexant Split Option immediately prior to the Time
of Distribution and prior to such adjustment, multiplied by the Conexant Option
Ratio, rounded up to the nearest hundredth of a cent. The number of shares of
Conexant Common Stock subject to the adjusted Conexant Split Option will equal
the number of shares subject to such Conexant Split Option immediately prior to
the Time of Distribution.

            (ii) Notwithstanding the foregoing provisions of paragraph (a)(i)
above, if the per share exercise price of such adjusted Conexant Split Option
determined in accordance with paragraph (a)(i) above results in a price of less
than $1.00, the per share exercise price of such adjusted Conexant Split Option
will be $1.00 and the number of shares subject to such adjusted Conexant Split
Option will equal the quotient of (i) the Post-Distribution Conexant Option
Spread divided by (ii) the remainder of the Average Price of Post-Distribution
Conexant Common Stock, minus $1.00, and, if any resultant fractional share of
Conexant Common Stock exists, rounded down to the nearest whole share, without
any payment for such fractional share.


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            (iii) Each Person holding a Conexant Split Option immediately prior
to the Time of Distribution will receive a Washington Option pursuant to the
equitable adjustment and other provisions of the applicable Conexant Stock Plan
under which such Conexant Split Option was granted. The Washington Option will
have a per share exercise price equal to the per share exercise price of such
Conexant Split Option immediately prior to the Time of Distribution (before the
adjustment contemplated by paragraph (a)(i) or (ii) above), multiplied by the
Washington Option Ratio, rounded up to the nearest hundredth of a cent. The
number of shares of Washington Common Stock subject to the Washington Option
will equal the quotient of (i) the Washington Option Spread divided by (ii) the
remainder of the Average Price of Washington Common Stock minus the per share
exercise price of such Washington Option (as determined pursuant to the
preceding sentence), and, if any resultant fractional share of Washington Common
Stock exists, rounded down to the nearest whole share, without any payment for
such fractional share; provided, however, if the Washington Option Spread equals
zero dollars ($0), then the number of shares of Washington Common Stock subject
to the Washington Option will equal the number of shares subject to the Conexant
Split Option immediately prior to the Time of Distribution (before the
adjustment contemplated by paragraph a(i) or (ii) above).

            (iv) Notwithstanding the foregoing provisions of paragraph (a)(iii)
above, if the per share exercise price of such Washington Option determined in
accordance with paragraph (a) (iii) above results in a price of less than $.09,
the per share exercise price of such Washington Option will be $.09 and the
number of shares subject to such Washington Option will equal the quotient of
(i) the Washington Option Spread divided by (ii) the remainder of the Average
Price of Washington Common Stock minus $.09, and, if any resultant fractional
share of Washington Common Stock exists, rounded down to the nearest whole
share, without any payment for such fractional share; provided, however, if the
Washington Option Spread equals zero dollars ($0), then the number of shares of
Washington Common Stock subject to the Washington Option will equal the number
of shares subject to the Conexant Split Option immediately prior to the Time of
Distribution (before the adjustment contemplated by paragraph (a)(i) or (ii)
above).

            (b) (i) Each Mindspeed March 30 Option that is outstanding
immediately prior to the Time of Distribution will be adjusted pursuant to the
equitable adjustment and other provisions of the applicable Conexant Stock Plan
under which such Mindspeed March 30 Option was granted so that the number of
shares of Conexant Common Stock subject to such adjusted Mindspeed March 30
Option will equal the number of shares subject to such Mindspeed March 30 Option
immediately prior to the Time of Distribution and prior to such adjustment,
multiplied by the reciprocal of the Conexant Option Ratio, and, if any resultant
fractional share of Conexant Common Stock exists, rounded down to the nearest
whole share, without any payment for such fractional share.


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The adjusted Mindspeed March 30 Option will have a per share exercise price
equal to the per share exercise price of such Mindspeed March 30 Option
immediately prior to the Time of Distribution and prior to such adjustment,
multiplied by the Conexant Option Ratio, rounded up to the nearest hundredth of
a cent.

            (ii) Notwithstanding the foregoing provisions of paragraph (b)(i)
      above, if the per share exercise price of such adjusted Mindspeed March 30
      Option determined in accordance with paragraph (b)(i) above results in a
      price of less than $1.00, the per share exercise price of such adjusted
      Mindspeed March 30 Option will be $1.00 and the number of shares subject
      to such adjusted Mindspeed March 30 Option will equal the quotient of (1)
      the Pre-Distribution Conexant Option Spread divided by (ii) the remainder
      of the Average Price of Post-Distribution Conexant Common Stock minus
      $1.00, and, if any resultant fractional share of Conexant Common Stock
      exists, rounded down to the nearest whole share, without any payment for
      such fractional share.

                                    * * * * *

      In the merger of Washington with and into Alpha (which will occur
immediately following the Distribution), each Washington Option resulting from
the adjustments described above will be converted into an option (an "Alpha
Option") for shares of Common Stock, par value $.25 per share, of Alpha ("Alpha
Common Stock"). The number of shares of Alpha Common Stock to be subject to the
Alpha Option shall be equal to the product of the number of shares of Washington
Common Stock subject to the Washington Option immediately prior to the
conversion multiplied by 0.351 (the "Exchange Ratio"), provided that any
fractional shares of Alpha Common Stock resulting from such multiplication shall
be rounded down to the nearest whole share. The exercise price per share of
Alpha Common Stock under the Alpha Option shall be equal to the exercise price
per share of Washington Common Stock under the Washington Option immediately
prior to the conversion divided by the Exchange Ratio, provided that such
exercise price shall be rounded up to the nearest whole cent.

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