EX-10.1






AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 28th
day of February, 2005, by and between Conexant Systems, Inc., a Delaware corporation (the
“Company”), and Dwight W. Decker (the “Executive”).



WHEREAS, the Executive is currently serving the Company pursuant to an employment agreement
between the parties hereto, dated as of January 15, 2004 (the “Prior Agreement”);



WHEREAS, pursuant to the terms of the Prior Agreement, the Executive had been serving the
Company solely as an employee and non-executive Chairman of the Board;



WHEREAS, on November 9, 2004, at the request of the Board, the Executive resumed the position
of Chief Executive Officer of the Company, while continuing to maintain his position as Chairman of
the Board, and the parties hereto wish to set forth the terms and conditions of the Executive’s
employment as Chief Executive Officer of the Company and Chairman of the Board;



WHEREAS, following the Executive’s current service as Chief Executive Officer of the Company,
the parties hereto may agree at that time (but are not required to agree) that the Executive will
continue to serve the Company as non-executive Chairman of the Board;



WHEREAS, in the event of such agreement at the time the Executive ceases his current service
as Chief Executive Officer of the Company, and only in the event of such agreement, the parties
hereto desire that the Executive continue to serve the Company as non-executive Chairman of the
Board pursuant to terms and conditions that are substantially similar to the terms and conditions
of the Prior Agreement;



WHEREAS, Appendix A to this Agreement sets forth terms and conditions that are substantially
similar to the terms and conditions of the Prior Agreement;



WHEREAS, the parties hereto are also parties to an Employment Agreement dated as of December
15, 1998 (the “Continued Agreement”); and



WHEREAS, the parties hereto wish to enter into the arrangements set forth herein with respect
to the terms and conditions of the Executive’s employment with the Company from and after the
Effective Date (as defined in Section 2);



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



1. Employment Agreement. On the terms and conditions set forth in this Agreement, the
Company agrees to continue to employ the Executive, and the Executive agrees to continue to be
employed by the Company, for the Employment Period set forth in Section 2 and in the positions and
with the duties set forth in Section 3. Terms used herein with initial capitalization are defined
in Section 24. Except as specifically provided otherwise herein, this Agreement shall amend and
restate in its entirety the Prior Agreement and shall replace and supersede any other employment
agreements or arrangements between the Executive and the Company or any of its Affiliates or
predecessors (other than the Continued Agreement) (the “Replaced Agreements”), which shall
automatically be terminated and shall be of no further force or effect.



2. Term. Unless earlier terminated pursuant to Section 8, the term of the Executive’s
employment hereunder in the positions referenced under Section 3 shall commence as of February 28,
2005 (the “Effective Date”) and shall conclude on November 9, 2006 (the “Employment Period”);
provided that, beginning on November 9, 2006 and on each anniversary of that date thereafter, the
Employment Period shall automatically be extended for a one-year period unless either party gives
written notice to the other party at least sixty days prior to the expiration of the Employment
Period (or extended Employment Period, as the case may be) that it no longer wishes such automatic
one year extensions to continue.



3. Position and Duties. The Executive shall serve as Chief Executive Officer of the
Company and as Chairman of the Board during the Employment Period. As Chief Executive Officer of
the Company, the Executive shall render executive, policy, and other management services to the
Company of the type customarily performed by persons serving in a similar capacity and as
reasonably determined by the Board with regard to the Executive’s status and position within the
Company. As Chairman of the Board, the Executive shall preside over all meetings of shareholders
of the Company and of the Board, shall enforce the observance of the rules of order for meetings of
shareholders and the Board, and shall render such services to the Company of the type customarily
performed by persons serving in a similar capacity and as reasonably determined by the Board with
regard to the Executive’s status and position within the Company. The Executive shall report
directly to the Board. The Executive shall devote the Executive’s reasonable best efforts and
substantially full business time to the performance of the Executive’s duties hereunder and the
advancement of the business and affairs of the Company during the Employment Period, it being
understood that the Executive may, consistent with the other provisions of this Agreement, pursue
other business interests, including but not limited to the Executive’s current positions and
activities in respect of Mindspeed Technologies, Inc., Skyworks Solutions, Inc., Jazz
Semiconductor, Inc., BCD Semiconductor, Inc. and Pacific Mutual Holding Company, and may devote
time to managing the Executive’s personal investments and to charitable and community activities.



4. Place of Performance. During the Employment Period, the Executive’s primary place
of employment and work location shall be Newport Beach, California, except for reasonable travel on
Company business and as otherwise consented to by the Executive.




5. Compensation.



(a) Base Salary. During the Employment Period, the Company shall pay to the Executive
an annual base salary (the “Base Salary”), which initially shall be $575,000. The Base Salary
shall be reviewed by the Board or the Compensation and Management Development Committee of the
Board (the “Compensation Committee”) no less frequently than annually and may be increased (but not
decreased) at the discretion of the Board or the Compensation Committee. If the Executive’s Base
Salary is increased, the increased amount shall be the Base Salary for the remainder of the
Employment Period. The Base Salary shall be payable monthly or in such other installments as shall
be consistent with the Company’s payroll procedures in effect from time to time.



(b) Bonus. During the Employment Period, the Executive shall be eligible to earn an
annual performance bonus in an amount determined at the discretion of the Board or the Compensation
Committee for each fiscal year. However, in lieu of a cash bonus for the fiscal year ending
September 30, 2005, the Company shall grant to the Executive a stock award pursuant to the terms of
the Company’s 2001 Performance Share Plan (the “Performance Share Award”) covering 275,000 shares
of common stock, par value $.01 per share, of the Company (the “Company Common Stock”). The
Performance Share Award will be subject to vesting restrictions related to the performance of the
Company, which vesting restrictions will lapse only upon the achievement of certain performance
goals as provided in the terms and conditions of the Performance Share Award as approved by the
Compensation Committee and made a part of the Performance Share Award. If and to the extent that
such performance goals are not achieved, then, except as otherwise provided in this Agreement, the
Executive will not receive a Payment (as such term is defined in the Company’s 2001 Performance
Share Plan) with respect to that portion of the Performance Share Award, unless otherwise
determined by the Board or the Compensation Committee.



(c) Other Equity Compensation. On July 1, 2005, the Company shall grant to the
Executive options to purchase 300,000 shares of Company Common Stock, with an exercise price equal
to the fair market value of the Company Common Stock on the date of grant, such options to become
exercisable as follows: (i) 150,000 options will become exercisable on November 8, 2005; and (ii)
150,000 options will become exercisable on November 8, 2006 (such options, together with any
options granted to the Executive after execution of this Agreement, collectively referred to as the
“New Stock Options”). All options to purchase shares of Company Common Stock granted to the
Executive prior to execution of this Agreement are herein sometimes referred to as the “Existing
Stock Options.” The Existing Stock Options shall continue to vest during the Employment Period and
shall be exercisable in accordance with the terms of each such Existing Stock Option grant.



(d) Benefits. During the Employment Period, the Executive will be entitled to all
employee benefits (including, but not limited to, health, dental, life and disability insurance,
401(k) plan participation, and incentive plans and other arrangements). During the Employment
Period, the Executive will also be entitled to all executive perquisites (including, but not
limited to, financial planning, health club reimbursement and airline clubs) made available to
senior executives of the Company. Nothing contained in this Agreement shall prevent the Company
from terminating plans, changing carriers or effecting modifications in employee benefits coverage
for the Executive as long as such modifications are Company-wide modifications that affect all
similarly situated employees of the Company.



(e) Vacation; Holidays. Beginning as of November 9, 2004 and continuing through the
Employment Period, the Executive shall be entitled to all public holidays observed by the Company
and vacation days in accordance with the applicable vacation policies for senior executives of the
Company, which vacation days shall be taken at a reasonable time or times.



(f) Withholding Taxes and Other Deductions. To the extent required by law, the
Company shall withhold from any payments due to the Executive under this Agreement any applicable
federal, state or local taxes and such other deductions as are prescribed by law.



6. Expenses. The Executive is expected and is authorized, subject to the business
expense policies as determined by the Company, to incur reasonable expenses in the performance of
the Executive’s duties hereunder, including the costs of entertainment, travel, and similar
business expenses. The Company shall promptly reimburse the Executive for all such expenses upon
periodic presentation by the Executive of an accounting of such expenses on terms applicable to
senior executives of the Company.



7.



1




Confidentiality; Work Product.



(a) Information. The Executive acknowledges that the information, observations and
data obtained by the Executive concerning the business and affairs of the Company and its
Affiliates and their predecessors during the course of the Executive’s performance of services for,
or employment with, any of the foregoing persons (whether or not compensated for such services) are
the property of the Company and its Affiliates, including information concerning acquisition
opportunities in or reasonably related to the business or industry of the Company or its Affiliates
and their predecessors of which the Executive becomes aware during such period. Therefore, the
Executive agrees that the Executive will not at any time (whether during or after the Combined
Employment Period) disclose to any unauthorized person or, directly or indirectly, use for the
Executive’s own account, any of such information, observations, data or any Work Product (as
defined below) or Copyrightable Work (as defined below) without the Board’s consent, unless and to
the extent that the aforementioned matters become generally known to and available for use by the
public other than as a direct or indirect result of the Executive’s acts or omissions to act or the
acts or omissions to act of other senior or junior management employees of the Company and its
Affiliates. The Executive agrees to deliver to the Company at the termination of the Executive’s
employment, or at any other time the Company may request in writing (whether during or after the
Combined Employment Period), all memoranda, notes, plans, records, reports and other documents,
regardless of the format or media (and copies thereof), relating to the business of the Company and
its Affiliates and their predecessors (including, without limitation, all acquisition prospects,
lists and contact information) which the Executive may then possess or have under the Executive’s
control.



(b) Intellectual Property. The Executive acknowledges that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports, trade
secrets, know-how, ideas, computer programs, and all similar or related information (whether or not
patentable) that relate to the actual or anticipated business, research and development or existing
or future products or services of the Company or its Affiliates and their predecessors that are
conceived, developed, made or reduced to practice by the Executive while employed by the Company or
any of its predecessors (“Work Product”) belong to the Company, and the Executive hereby assigns,
and agrees to assign, all of the Executive’s rights, title and interest in and to the Work Product
to the Company. Any copyrightable work (“Copyrightable Work”) prepared in whole or in part by the
Executive in the course of the Executive’s work for any of the foregoing entities shall be deemed a
“work made for hire” under the copyright laws, and the Company shall own all rights therein. To
the extent that it is determined, by any authority having jurisdiction, that any such Copyrightable
Work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the
Company all of the Executive’s rights, title and interest, including, without limitation, copyright
in and to such Copyrightable Work. The Executive shall promptly disclose such Work Product and
Copyrightable Work to the Board and perform all actions reasonably requested by the Board (whether
during or after the Combined Employment Period) to establish and confirm the Company’s ownership
(including, without limitation, assignments, consents, powers of attorney and other instruments).



(c) Enforcement. The Executive acknowledges that the restrictions contained in this
Section 7 are reasonable and necessary, in view of the nature of the Company’s business, in order
to protect the legitimate interests of the Company, and that any violation thereof would result in
irreparable injury to the Company. Therefore, the Executive agrees that in the event of a breach
or threatened breach by the Executive of the provisions of this Section 7, the Company shall be
entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive
relief restraining the Executive from disclosing or using any such confidential information.
Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including, without limitation, recovery of
damages from the Executive.



8. Termination of Employment. Any termination of the Employment Period by the Company
or the Executive shall be communicated by written Notice of Termination to the other party hereto
in accordance with Section 12. For purposes of this Agreement, a “Notice of Termination” shall
mean a notice which shall indicate the specific termination provision in this Agreement relied
upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employment Period under the provision so indicated.
Termination of the Employment Period shall take effect on the Date of Termination. The Employment
Period shall be terminated under the following circumstances:




(a) Death. The Employment Period shall terminate upon the Executive’s death;



(b) By the Company. The Company may terminate the Employment Period (i) if the
Executive shall have been unable to perform all of the Executive’s duties hereunder by reason of
illness, physical or mental disability or other similar incapacity, which inability shall continue
for more than three consecutive months, or any six months in a twelve-month period (a
“Disability”), or (ii) with or without Cause;



(c) By the Executive. The Executive may terminate the Employment Period at any time
for Good Reason or without Good Reason; it being understood that, subject to Section 9(c), in the
event of a termination of the Employment Period by the Executive without Good Reason on or after
November 9, 2005, the parties hereto may (but are not required to) agree that the Executive will
continue to serve the Company as non-executive Chairman of the Board in accordance with the terms
and conditions of Appendix A (a “Chairmanship Only Resumption”); or



(d) Non-Renewal. The Employment Period may terminate pursuant to the terms of Section
2. The expiration of the Employment Period due to a notice of non-renewal tendered by the Company
to the Executive shall be treated as a termination of the Employment Period by the Company without
Cause. The expiration of the Employment Period due to a notice of non-renewal tendered by the
Executive to the Company shall be treated as a termination of the Employment Period by the
Executive without Good Reason.



9. Compensation upon Termination. Except as expressly provided in Section 9(c), the
Executive’s employment as both Chief Executive Officer of the Company and Chairman of the Board
must be terminated in order for the Executive to receive any payment or other benefit under this
Section 9.



(a) Death. If the Employment Period terminates as a result of the Executive’s death,
the Company shall promptly pay to the Executive’s estate, or as may be directed by the legal
representatives of such estate, after the Date of Termination any accrued but unpaid Base Salary
through the Date of Termination and all other unpaid amounts, if any, which the Executive has
accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or
under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b),
(c) and (d), and the Company shall have no further obligations to the Executive under this
Agreement or otherwise (other than pursuant to any employee benefit plan and any life insurance,
death in service or other equivalent policy for the benefit of the Executive).



(b) Disability. If the Company terminates the Employment Period because of the
Executive’s Disability, the Company shall promptly pay to the Executive after the Date of
Termination any accrued but unpaid Base Salary through the Date of Termination and all other unpaid
amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination
in connection with any fringe benefits or under any bonus or incentive compensation plan or program
of the Company pursuant to Sections 5(b), (c) and (d), and the Company shall have no further
obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee
benefit plan and any disability or other medical insurance policy for the benefit of the
Executive).



(c) By the Company for Cause; By the Executive Without Good Reason. If the Company
terminates the Employment Period for Cause or if the Executive terminates the Employment Period
without Good Reason, the Company shall promptly pay to the Executive after the Date of Termination
any accrued but unpaid Base Salary through the Date of Termination and all other unpaid amounts, if
any, which the Executive has accrued and is entitled to as of the Date of Termination in connection
with any fringe benefits or under any bonus or incentive compensation plan or program of the
Company pursuant to Sections 5(b), (c) and (d).



In addition, if the Executive terminates the Employment Period without Good Reason on or after
November 9, 2005, and the parties hereto agree that such termination will result in a Chairmanship
Only Resumption, then the Executive will continue to serve the Company as non-executive Chairman of
the Board in accordance with the terms and conditions set forth in Appendix A. Upon a Chairmanship
Only Resumption, all outstanding New Stock Options, Existing Stock Options, shares of restricted
Company Common Stock, and the Performance Share Award held by the Executive shall continue to vest
and be exercisable in accordance with their terms, and shall be subject to the terms of Appendix A.



If the Executive terminates the Employment Period without Good Reason on or after November 9,
2005, but such termination does not result in a Chairmanship Only Resumption, (i) all unvested New
Stock Options, shares of restricted Company Common Stock, and the Performance Share Award held by
the Executive shall become fully vested and, in the case of the New Stock Options, fully
exercisable on the Date of Termination, and the Executive shall be entitled to exercise all such
options until the second anniversary of the Date of Termination, but in no event may any option be
exercised on a date later than the expiration date of such option set forth in the option award,
and (ii) all outstanding Existing Stock Options shall not be modified in any way by the terms of
this Agreement and shall be treated in accordance with the terms of Section 9(c) of the Prior
Agreement (which addresses the treatment of Existing Stock Options upon a termination of the
Executive’s employment as Chairman of the Board by the Executive without Good Reason), which terms
are not superseded by this Agreement (other than with respect to restricted Company Common Stock)
and are hereby restated herein as follows: “If after the first anniversary of the Effective Date
the Chairman terminates the Employment Period without Good Reason, all unvested options to purchase
Company Common Stock . . . held by the Chairman shall become fully vested and, in the case of
options, fully exercisable on the Date of Termination, and the Chairman shall be entitled to
exercise all such options until the second anniversary of the Date of Termination.” Solely for
purposes of the immediately preceding quoted language, (i) the “Effective Date” is February 27,
2004, (ii) references to the “Chairman” are references to the Executive, (iii) the “Employment
Period” shall mean the period of time during which the Executive serves as Chairman of the Board,
(iv) “Good Reason” has the same definition as set forth in this Agreement, and (v) the “Date of
Termination” shall mean the Date of Termination under this Agreement.



Any cash payment or issuance of stock pursuant to the vesting of the Performance Share Award
provided for in this Section 9(c) shall be made by the Company within thirty days following the
Date of Termination, except as may be provided otherwise in Section 23. Other than as set forth in
this Section 9(c), the Company shall have no further obligations to the Executive under this
Agreement or otherwise (other than pursuant to any employee benefit plan).



(d) By the Company Without Cause; By the Executive for Good Reason. If the Company
terminates the Employment Period other than for Cause, Disability or death, or the Executive
terminates the Employment Period for Good Reason, the Executive shall be entitled to the Separation
Benefits (as defined in Section 9(e)). Other than as set forth herein, the Company shall have no
further obligations to the Executive under this Agreement or otherwise (other than pursuant to any
employee benefit plan).



If requested by the Company, the Executive will execute a customary general release in a form
satisfactory to the Company in furtherance of this Agreement and as a condition to the receipt of
any Separation Benefits. Nothing in this Section 9(d) shall be deemed to operate or shall operate
as a release, settlement or discharge of any liability of the Executive to the Company or others
for any action or omission by the Executive, including without limitation any actions which formed,
or could have formed, the basis for termination of the Executive’s employment for Cause.



(e) Separation Benefits. For purposes of this Agreement, “Separation Benefits” shall
mean:




(i) payment by the Company to the Executive of a cash lump sum equal to:




	 	(A)	 	any accrued but unpaid Base Salary through the Date of
Termination and all other unpaid amounts, if any, which the Executive has
accrued and is entitled to as of the Date of Termination;






	 	(B)	 	a pro-rata portion of the Executive’s target bonus for
the fiscal year in which the Date of Termination occurs (such pro rata
amount to be determined by multiplying such target bonus by a fraction, the
numerator of which is the number of days of the then current fiscal year
that have elapsed prior to the Date of Termination, and the denominator of
which is 365);






(C) the Base Salary multiplied by two;




	 	(D)	 	the Executive’s “annual target bonus” (as defined
below) multiplied by one if the Performance Share Award has not fully
vested as of the Date of Termination, and multiplied by two if the
Performance Share Award has fully vested as of the Date of Termination; and






(E) an additional payment of $200,000;




(ii) continued provision by the Company of welfare benefits and perquisites pursuant
to Section 5(d) to the Executive for the twenty-four-month period commencing on the Date of
Termination (or, to the extent such benefits or perquisites cannot be so provided or as
elected by the Company, the Company shall make a cash payment to the Executive in an amount
sufficient (on an after-tax basis) to allow the Executive to obtain comparable benefits and
perquisites for such period), unless and until the Executive receives any such or similar
benefits and perquisites while employed in any capacity during such twenty-four-month
period; and




(iii) all unvested New Stock Options, shares of restricted Company Common Stock, and
the Performance Share Award held by the Executive shall become fully vested and, in the
case of the New Stock Options, fully exercisable on the Date of Termination, and the
Executive shall be entitled to exercise all such options until February 27, 2010, or, if
later, until the second anniversary of the Date of Termination, but in no event may any
option be exercised on a date later than the expiration date of such option set forth in
the option award. For purposes of this Section 9(e), the Executive’s “annual target bonus”
will be equal to the Executive’s Base Salary then in effect.



All outstanding Existing Stock Options shall not be modified in any way by the terms of this
Agreement and shall be treated in accordance with the terms of Section 9(d) of the Prior Agreement
(which addresses the treatment of Existing Stock Options upon a termination of the Executive’s
employment as Chairman of the Board by the Company other than for Cause, Disability or death, or by
the Executive for Good Reason), which terms are not superseded by this Agreement (other than with
respect to restricted Company Common Stock) and are hereby restated herein as follows: “If at any
time during the Employment Period the Company terminates the Employment Period other than for
Cause, Disability or death or the Executive terminates the Employment Period for Good Reason, all
unvested options to purchase Company Common Stock . . . held by the Chairman shall become fully
vested and, in the case of options, fully exercisable on the Date of Termination, and the Chairman
shall be entitled to exercise all such options until the sixth anniversary of the Effective Date
or, if later, until the second anniversary of the Date of Termination.” Solely for purposes of the
immediately preceding quoted language, (i) the “Employment Period” shall mean the period of time
during which the Executive serves as Chairman of the Board, (ii) “Cause,” “Disability” and “Good
Reason” have the same definitions as set forth in this Agreement, (iii) references to the
“Chairman” and “Executive” are references to the Executive, (iv) the “Date of Termination” shall
mean the Date of Termination under this Agreement, and (v) the “Effective Date” is February 27,
2004.



Any cash payment, and any cash payment or issuance of Company Common Stock pursuant to the
vesting of the Performance Share Award, provided for in this Section 9(e) shall be made by the
Company within thirty days following the Date of Termination, except as may be provided otherwise
by Section 23.



(f) Liquidated Damages. The parties acknowledge and agree that damages suffered by
the Executive as a result of a termination by the Company without Cause shall be extremely
difficult or impossible to establish or prove, and agree that the payments and benefits provided
pursuant to Section 9(d) shall constitute liquidated damages for any breach of this Agreement by
the Company through the Date of Termination. The Executive agrees that, except for such other
payments and benefits to which the Executive may be entitled as expressly provided by the terms of
this Agreement or any applicable Company plan, such liquidated damages shall be in lieu of all
other claims that the Executive may make with respect to the termination of the Executive’s
employment, the Employment Period or any such breach of this Agreement. In no event shall the
Executive be obligated to seek other employment or take any other action by way of mitigation of
the amounts payable to the Executive under any of the provisions of this Agreement, and, except as
specifically provided in clause (ii) of Section 9(e), such amounts shall not be reduced whether or
not the Executive obtains other employment.




10. Noncompetition and Nonsolicitation.



(a) Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT
BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS
SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME
IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE
COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive
acknowledges that in the course of the Executive’s employment with the Company and its Affiliates
and their predecessors, the Executive has and will continue to become familiar with the trade
secrets of, and other confidential information concerning, the Company and its Affiliates and their
predecessors, that the Executive’s services will be of special, unique and extraordinary value to
the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to
successfully pursue its business plan and compete in the marketplace depends substantially on the
skills and expertise of the Executive. Therefore, and in further consideration of the compensation
being paid to the Executive hereunder, the Executive agrees that, during the Combined Employment
Period and for a period of twelve months following the termination of the Combined Employment
Period for any reason other than a termination of employment in which Section 9(d) applies (in
which case the restrictions set forth in this Section 10 shall not apply following the Employment
Period) (the “Restricted Period”), the Executive shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any manner engage in any business
competing with the businesses of the Company or its Affiliates, in any country where the Company or
its Affiliates conducts business; provided, however, that passive investments
amounting to no more than three percent of the voting equity of a business and the Executive’s
other current positions and activities described in Section 3 shall not be prohibited hereby.



(b) Nonsolicitation. During the Restricted Period, the Executive shall not directly
or indirectly through another entity (i) induce or attempt to induce any employee of the Company or
any Affiliate to leave the employ of the Company or such Affiliate, or in any way willfully
interfere with the relationship between the Company or any Affiliate and any employee thereof, or
(ii) induce or attempt to induce any customer, supplier, licensee or other business relation of the
Company or any Affiliate to cease doing business with the Company or such Affiliate, or in any way
interfere with the relationship between any such customer, supplier, licensee or business relation
and the Company or any Affiliate.



(c) Enforcement. If, at the time of enforcement of this Section 10, a court holds
that the restrictions stated herein are unreasonable under circumstances then existing, the parties
hereto agree that the maximum duration, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum duration, scope and area
permitted by law. If the provisions of this Section 10 shall be deemed illegal by any
jurisdiction, the provisions in this Section 10 shall be deemed ineffective within such
jurisdiction. Because the Executive’s services are unique and because the Executive has access to
confidential information, the parties hereto agree that money damages would be an inadequate remedy
for any breach of any provision of this Agreement. Therefore, in the event of a breach or
threatened breach by the Executive of any provision of this Agreement, the Company may, in addition
to other rights and remedies existing in its favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other security).



11.



2




Certain Additional Payments by the Company.



(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or distribution by the Company or its
Affiliates to or for the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but determined without regard
to any additional payments required under this Section 11) (a “Payment”) would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall
be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after
payment by the Executive of all taxes (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto), interest and the additional 20% tax imposed under Code Section
409A(a)(1)(B), and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of
the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the
foregoing provisions of this Section 11(a), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount
(the “Reduced Amount”) that could be paid to the Executive such that the receipt of the Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and
the Payments, in the aggregate, shall be reduced to the Reduced Amount.



(b) Subject to the provisions of Section 11(c), all determinations required to be made under
this Section 11, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be
made by Deloitte & Touche LLP or such other nationally recognized public accounting firm agreed to
by the Executive and the Company (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and the Executive within fifteen business days of the receipt of
notice from the Executive that there has been a Payment, or such earlier time as is requested by
the Company. In the event that the Accounting Firm is serving as an accountant or auditor for the
individual, entity or group (other than the Company) effecting the change of control resulting in
an Excise Tax, the Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting Firm’s determination.
Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.



(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable but no later than ten business days after
the Executive is informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty-day period following the date on which it gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall:



(i) give the Company any information reasonably requested by the Company relating to such
claim;



(ii) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company;




(iii) cooperate with the Company in good faith in order effectively to contest such claim; and




(iv) permit the Company to participate in any proceedings relating to such claim;



provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 11(c), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided, however, that
if the Company directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify
and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided that any extension
of the statute of limitations relating to payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is limited solely to such
contested amount. Further, the Company’s control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.



(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 11(c), the Executive becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company’s complying with the requirements of Section 11(c))
promptly pay to the Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 11(c), a determination is made that the Executive shall
not be entitled to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the expiration of
thirty days after such determination, then such advance shall be forgiven and shall not be required
to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.



12. Notices. All notices, demands, requests or other communications required or
permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or
mailed by first class registered or certified mail, postage prepaid, addressed as follows:



(a)



3




If to the Company:




Conexant Systems, Inc.


4000 MacArthur Boulevard, West Tower


Newport Beach, CA 92660


Fax: (949) 483-9475




	 	 	 	Attention: Dennis E. O’Reilly, Senior Vice President, Chief Legal Officer and
Secretary






(b) If to the Executive:



at the address on the books and records of the Company at the time of such notice, or to such other
address as may be designated by either party in a notice to the other. Each notice, demand,
request or other communication that shall be given or made in the manner described above shall be
deemed sufficiently given or made for all purposes three days after it is deposited in the U.S.
mail, postage prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed
conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon
presentation.



13. Severability. The invalidity or unenforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of the other provisions of this
Agreement, which shall remain in full force and effect.



14. Survival. It is the express intention and agreement of the parties hereto that
the provisions of Sections 7, 9, 10, 11, 12 and 23 (and the equivalent provisions of Appendix A, if
applicable) shall survive the termination of employment of the Executive. In addition, all
obligations of the Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.



15. Assignment. The rights and obligations of the parties to this Agreement shall not
be assignable or delegable, except that (i) in the event of the Executive’s death, the personal
representative or legatees or distributees of the Executive’s estate, as the case may be, shall
have the right to receive any amount owing and unpaid to the Executive hereunder, and (ii) the
rights and obligations of the Company hereunder shall be assignable and delegable in connection
with any merger, consolidation or sale of all or substantially all of the assets of the Company and
any similar event with respect to any successor corporation. Notwithstanding anything herein to
the contrary, the rights and obligations of the Company hereunder shall inure to the benefit of,
and shall be binding upon, any successor to the Company or its business by merger or otherwise,
whether or not there is an express assignment, delegation or assumption of such rights and
obligations.



16. Binding Effect. Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties
and their respective heirs, devisees, executors, administrators, legal representatives, successors
and assigns.



17. Amendment; Waiver. This Agreement shall not be amended, altered or modified
except by an instrument in writing duly executed by the parties hereto. No waiver by either of the
parties hereto of a breach of or a default under any of the provisions of this Agreement shall
thereafter be construed as a waiver of any subsequent breach or default of a similar nature. The
failure of either of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver
of any such provisions, rights or privileges hereunder, or a waiver of any subsequent breach or
default of a similar nature.



18. Headings. Section and subsection headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for
any purpose, and shall not in any way define or affect the meaning, construction or scope of any of
the provisions hereof.



19. Governing Law. This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed in accordance with
the laws of the State of California (but not including the choice of law rules thereof).



20. Entire Agreement. Except as otherwise provided in this Section 20 and except to
the extent certain provisions of the Prior Agreement are expressly incorporated herein, this
Agreement (including Appendix A annexed hereto) constitutes the entire agreement between the
parties respecting the employment of the Executive and replaces and supersedes the Replaced
Agreements, there being no representations, warranties or commitments between the parties except as
set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the
Continued Agreement shall remain in full force and effect in accordance with its terms, and in the
event of any conflict between this Agreement and the Continued Agreement, the agreement with terms
more favorable to the Executive will control, without duplication. The Executive agrees and
acknowledges that, except as otherwise provided in this Agreement, the Executive shall have no
rights under the Replaced Agreements and shall have no claim against the Company or any of its
Affiliates or predecessors with respect to the Replaced Agreements.



21. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same
instrument.



22. Legal Expenses. The Company shall pay or reimburse the Executive for reasonable
attorneys’ fees incurred by the Executive in connection with the negotiation of this Agreement and
the Executive’s commencement of employment hereunder.




23. Provisions Regarding Code Section 409A.



(a) Six-Month Wait for Key Employees Under Separation from Service. To the extent any
amount payable under this Agreement constitutes amounts payable under a “nonqualified deferred
compensation plan” (as defined in Code Section 409A) following a “separation from service” (as
defined in Code Section 409A), including any amount payable under Sections 9 or 11 of this
Agreement or Section 8 of Appendix A, then, notwithstanding any other provision in this Agreement
to the contrary, such payment will not be made until the date that is six months following the
Executive’s “separation from service,” but only if the Executive is then deemed to be a “specified
employee” under Code Section 409A.



(b) Necessary Amendments Due to Code Section 409A. The parties hereto acknowledge
that the requirements of Code Section 409A are still being developed and interpreted by government
agencies, that certain issues under Code Section 409A remain unclear at this time, and that the
parties hereto have made a good faith effort to comply with current guidance under Code Section
409A. Notwithstanding anything in this Agreement to the contrary, in the event that amendments to
this Agreement are necessary in order to comply with future guidance or interpretations under Code
Section 409A, including amendments necessary to ensure that compensation will not be subject to
Code Section 409A, the Executive agrees that the Company shall be permitted to make such
amendments, on a prospective and/or retroactive basis, in its sole discretion, provided that it has
first negotiated with the Executive on a good faith basis to construct an amendment that would be
mutually satisfactory to the parties hereto.



(c) Gross-Up for Code Section 409A Liabilities. Notwithstanding anything in this
Agreement to the contrary, in the event that it shall be determined that any compensation, payment
or distribution by the Company or its Affiliates to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise) would be subject to the interest and additional 20% tax imposed by Code Section 409A (a
“409A Amount”), then the Executive shall be entitled to receive a payment (a “409A Gross-Up
Payment”) in an amount such that after payment by the Executive of the interest and the additional
20% tax imposed under Code Section 409A(a)(1)(B) (including any interest and additional 20% tax
imposed with respect to such payment) and any income taxes imposed on the 409A Gross-Up Payment
only (and any interest and penalties imposed with respect thereto), the Executive retains an amount
equal to the 409A Amount.




24. Definitions.



"Affiliate” means any entity from time to time designated by the Board and any other
entity directly or indirectly controlling or controlled by or under common control with the
Company. For purposes of this definition: “control” means the power to direct the management and
policies of such entity, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.




"Board” means the board of directors of the Company.



"Cause” means: (i) the Executive’s indictment or conviction of or entering into a
plea of guilty or no contest to a felony or a crime involving moral turpitude or the intentional
commission of any other act or omission involving dishonesty or fraud that is materially injurious
to the Company or any of its Affiliates; (ii) the Executive’s substantial and repeated failure to
perform duties of the office(s) held by the Executive, as reasonably directed by the Board, if such
failure is not cured within thirty days after the Executive receives written notice thereof; (iii)
gross negligence or willful misconduct in the performance of the Executive’s duties which
materially injures the Company or its reputation; or (iv) the Executive’s willful breach of the
material covenants of this Agreement.




"Code” means the Internal Revenue Code of 1986, as amended.



"Combined Employment Period” means the Employment Period, as defined in Section 2,
plus the Subsequent Employment Period, if any, as defined in Section 2 of Appendix A annexed
hereto.



"Date of Termination” means: (i) if the Executive’s employment is terminated by the
Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is
terminated because of the Executive’s Disability, thirty days after Notice of Termination, provided
that the Executive shall not have returned to the performance of the Executive’s duties on a
full-time basis during such thirty-day period; (iii) if the Executive’s employment is terminated by
the Company for Cause, the date specified in the Notice of Termination; (iv) if the Executive’s
employment is terminated during the Employment Period for any other reason, the date on which
Notice of Termination is given; or (v) if the Executive’s employment is terminated due the
non-renewal of the Employment Period in accordance with Section 2 hereof, the date on which the
Employment Period expires by its terms.



"Good Reason” means, in the absence of a written consent of the Executive: (i) the
assignment to the Executive (other than an isolated, insubstantial or inadvertent assignment not
occurring in bad faith) of any duties inconsistent with, or material reduction in or material
change of, the Executive’s position (including status, offices, titles and reporting requirements),
authority, duties, or responsibilities as contemplated by Section 3 hereof or Section 3 of Appendix
A, as applicable, and which is not remedied by the Company within ten days after receipt of notice
thereof given by the Executive; (ii) any failure by the Company to comply with any of the
provisions of Section 5 hereof or Section 5 of Appendix A, as applicable, other than an isolated,
insubstantial or inadvertent failure not occurring in bad faith and which is remedied by the
Company within ten days after receipt of notice thereof given by the Executive; or (iii) the
Company’s requiring the Executive to be based at any office or location more than fifty miles from
that identified in Section 4 hereof or Section 4 of Appendix A, as applicable.



IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this
Agreement to be duly executed on their behalf, as of the day and year first hereinabove written.



	 	 	 
	CONEXANT SYSTEMS, INC.

By:

	 	

/s/
	
 
	 	 








	 	 	 	Name: M. Vishny






Title: Senior Vice President,




Human Resources




DWIGHT W. DECKER




/s/



4




APPENDIX A TO THE




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




WHEREAS, the Executive and the Company are parties to an amended and restated employment
agreement, dated as February 28, 2005 (the “Agreement”), to which this Appendix A is annexed;



WHEREAS, pursuant to the terms of the Agreement, in certain circumstances, the parties may,
but are not required to, agree that, following the Executive’s current service as Chief Executive
Officer of the Company, the Executive will continue to serve the Company as the non-executive
Chairman of the Board;



WHEREAS, in the event of such agreement, the parties desire that the Executive serve the
Company as its non-executive Chairman of the Board pursuant to terms and conditions that are
substantially similar to the terms and conditions of the Prior Agreement; and



WHEREAS, this Appendix A sets forth terms and conditions that are substantially similar to the
terms and conditions of the Prior Agreement;



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Executive and the Company agree as follows:



1. Employment Agreement. On the terms and conditions set forth in this Appendix A,
and only upon a Chairmanship Only Resumption, the Company agrees to continue to employ the
Executive, and the Executive agrees to continue to be employed by the Company, for the Subsequent
Employment Period set forth in Section 2 and in the position and with the duties set forth in
Section 3. Except as otherwise provided in this Appendix A, terms used herein with initial
capitalization are defined in the Agreement. Except as otherwise provided in, or as may be
inconsistent with the terms of, this Appendix A, the provisions of the Agreement shall apply to
this Appendix A.



2. Term. Unless earlier terminated pursuant to Section 7, the term of the Executive’s
employment hereunder in the position referenced in Section 3 shall commence on the Commencement
Date and shall conclude on the later of (a) the date that is two years and four months after the
Commencement Date and (b) the day on which the Executive ceases to be a member of the Board (the
“Subsequent Employment Period”). The “Commencement Date” means the day after the Date of
Termination of the Executive as Chief Executive Officer of the Company.



3. Position and Duties. The Executive shall serve as non-executive Chairman of the
Board during the Subsequent Employment Period. As non-executive Chairman of the Board, the
Executive shall preside over all meetings of shareholders of the Company and of the Board, shall
enforce the observance of the rules of order for meetings of shareholders and the Board, and shall
render such services to the Company of the type customarily performed by persons serving in a
similar capacity and as reasonably determined by the Board with regard to the Executive’s status
and position within the Company, including those outlined in Exhibit I annexed hereto. The
Executive shall report to the Board. The Executive shall devote the Executive’s reasonable best
efforts to the performance of the Executive’s duties hereunder and the advancement of the business
and affairs of the Company during the Subsequent Employment Period, it being understood that the
Executive’s employment under this Appendix A is not intended to be full-time and that the Executive
may, consistent with the other provisions of this Appendix A and the Agreement, pursue other
business interests, including but not limited to the Executive’s current positions and activities
in respect of Mindspeed Technologies, Inc., Skyworks Solutions, Inc., Jazz Semiconductor, Inc., BCD
Semiconductor, Inc. and Pacific Mutual Holding Company, and may devote time to managing the
Executive’s personal investments and to charitable and community activities.



4. Place of Performance. During the Subsequent Employment Period, the Executive’s
primary place of employment and work location shall be Newport Beach, California, except for
reasonable travel on Company business and as otherwise consented to by the Executive.




5. Compensation.



(a) Base Salary. During the Subsequent Employment Period, the Company shall pay to
the Executive an annual base salary (the “Base Salary”). During the first four months of the
Subsequent Employment Period, the Base Salary shall be the Executive’s Base Salary in effect on the
Date of Termination of the Executive as Chief Executive Officer of the Company. During the two
years of the Subsequent Employment Period thereafter, the Base Salary shall be $100,000.
Thereafter, the Base Salary shall be determined by the Board or the Compensation Committee no less
frequently than annually and may be increased (but not decreased) at the discretion of the Board or
the Compensation Committee. If the Base Salary is increased following the first four months of the
Subsequent Employment Period, the increased amount shall be the Base Salary for the remainder of
the Subsequent Employment Period. The Base Salary shall be payable monthly or in such other
installments as shall be consistent with the Company’s payroll procedures in effect from time to
time.



(b) Bonus. During the Subsequent Employment Period, the Executive shall be eligible
to earn such annual performance bonuses, if any, as the Board or the Compensation Committee shall
in its sole discretion determine. The Executive shall also be eligible, in the sole discretion of
the Board or the Compensation Committee, to receive a pro rata portion of the Executive’s target
bonus for the fiscal year in which the Chairmanship Only Resumption occurs. Such pro rata bonus,
if any, would be payable with respect to the period of time during that fiscal year that the
Executive served as both Chief Executive Officer of the Company and Chairman of the Board.



(c) Equity Compensation. During the Subsequent Employment Period, the Executive shall
receive equity compensation from the Company as follows: (i) for the two-year period commencing
upon the four-month anniversary of the Commencement Date, the Company shall grant to the Executive
twice the amount of equity awards, and in the same form of equity award, granted to non-employee
members of the Board during such periods; and (ii) thereafter, the Company shall grant to the
Executive such equity awards as the Board or the Compensation Committee shall determine. All
outstanding unvested equity awards granted to the Executive before, on or after the Commencement
Date shall continue to vest during the Subsequent Employment Period in accordance with their terms.



(d) Benefits. Subject to the provisions of the next following sentence in respect of
executive perquisites, during the Subsequent Employment Period, the Executive will be entitled to
all employee benefits (including, but not limited to, health, dental, life and disability
insurance, 401(k) plan participation, and incentive plans and other arrangements) made available to
senior executives, provided that the Executive will not accrue vacation on and after the
Commencement Date and all of the Executive’s accrued and unused vacation as of the Commencement
Date will be paid to the Executive on or about such date (to the extent not already paid to the
Executive under the Agreement). During the first ten months of the Subsequent Employment Period,
the Executive will also be entitled to all executive perquisites (including but not limited to
financial planning, health club reimbursement and airline clubs) made available to senior
executives of the Company. Thereafter, the Executive will be entitled to all perquisites made
available to non-employee members of the Board. Without limiting the foregoing, for at least the
first ten months of the Subsequent Employment Period, the Executive will be entitled to maintain
his current executive office configuration and administrative support. Nothing contained in this
Appendix A shall prevent the Company from terminating plans, changing carriers or effecting
modifications in employee benefits coverage for the Executive as long as such modifications are
Company-wide modifications that affect all similarly situated employees of the Company.



(e) Withholding Taxes and Other Deductions. To the extent required by law, the
Company shall withhold from any payments due to the Executive under this Appendix A any applicable
federal, state or local taxes and such other deductions as are prescribed by law.



6. Expenses. The Executive is expected and is authorized, subject to the business
expense policies as determined by the Company, to incur reasonable expenses in the performance of
the Executive’s duties hereunder, including the costs of entertainment, travel, and similar
business expenses. The Company shall promptly reimburse the Executive for all such expenses upon
periodic presentation by the Executive of an accounting of such expenses on terms applicable to
senior executives of the Company.



7. Termination of Employment. Any termination of the Subsequent Employment Period by
the Company or the Executive shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 12 of the Agreement. For purposes of this Appendix A, a
“Notice of Termination” shall mean a notice which shall indicate the specific termination provision
in this Appendix A relied upon, if any, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Subsequent Employment Period under
the provision so indicated. Termination of the Subsequent Employment Period shall take effect on
the Date of Termination of the Subsequent Employment Period. The Subsequent Employment Period
shall be terminated under the following circumstances:



(a) Death. The Subsequent Employment Period shall terminate upon the Executive’s
death;



(b) By the Company. The Company may terminate the Subsequent Employment Period (i) if
the Executive shall have been unable to perform all of the Executive’s duties under this Appendix A
by reason of illness, physical or mental disability or other similar incapacity, which inability
shall continue for more than three consecutive months, or any six months in a twelve-month period
(a “Disability”), or (ii) with or without Cause; or



(c) By the Executive. The Executive may terminate the Subsequent Employment Period at
any time for Good Reason or without Good Reason.




8. Compensation upon Termination.



(a) Death. If the Subsequent Employment Period terminates as a result of the
Executive’s death, the Company shall promptly pay to the Executive’s estate, or as may be directed
by the legal representatives of such estate, after the Date of Termination of the Subsequent
Employment Period any accrued but unpaid Base Salary through the Date of Termination of the
Subsequent Employment Period and all other unpaid amounts, if any, which the Executive has accrued
and is entitled to as of the Date of Termination of the Subsequent Employment Period in connection
with any fringe benefits or under any bonus or incentive compensation plan or program of the
Company pursuant to Sections 5(b), (c) and (d) of this Appendix A, and the Company shall have no
further obligations to the Executive under this Appendix A or otherwise (other than pursuant to any
employee benefit plan and any life insurance, death in service or other equivalent policy for the
benefit of the Executive).



(b) Disability. If the Company terminates the Subsequent Employment Period because of
the Executive’s Disability, the Company shall promptly pay to the Executive after the Date of
Termination of the Subsequent Employment Period any accrued but unpaid Base Salary through the Date
of Termination of the Subsequent Employment Period and all other unpaid amounts, if any, which the
Executive has accrued and is entitled to as of the Date of Termination of the Subsequent Employment
Period in connection with any fringe benefits or under any bonus or incentive compensation plan or
program of the Company pursuant to Sections 5(b), (c) and (d) of this Appendix A, and the Company
shall have no further obligations to the Executive under this Appendix A or otherwise (other than
pursuant to any employee benefit plan and any disability or other medical insurance policy for the
benefit of the Executive).



(c) By the Company for Cause; By the Executive Without Good Reason. If the Company
terminates the Subsequent Employment Period for Cause or if the Executive terminates the Subsequent
Employment Period without Good Reason, the Company shall promptly pay to the Executive after the
Date of Termination of the Subsequent Employment Period any accrued but unpaid Base Salary through
the Date of Termination of the Subsequent Employment Period and all other unpaid amounts, if any,
which the Executive has accrued and is entitled to as of the Date of Termination of the Subsequent
Employment Period in connection with any fringe benefits or under any bonus or incentive
compensation plan or program of the Company pursuant to Sections 5(b), (c) and (d) of this Appendix
A.



If after the four-month anniversary of the Commencement Date the Executive terminates the
Subsequent Employment Period without Good Reason, (i) all unvested New Stock Options, shares of
restricted Company Common Stock, and the Performance Share Award held by the Executive shall become
fully vested and, in the case of the New Stock Options, fully exercisable on the Date of
Termination of the Subsequent Employment Period, and the Executive shall be entitled to exercise
all New Stock Options until the second anniversary of the Date of Termination of the Subsequent
Employment Period, but in no event may any option be exercised on a date later than the expiration
date of such option set forth in the option award, and (ii) all outstanding Existing Stock Options
shall not be modified in any way by the terms of this Appendix A and shall be treated in accordance
with the terms of Section 9(c) of the Prior Agreement (which addresses the treatment of Existing
Stock Options upon a termination of the Executive’s employment as Chairman of the Board by the
Executive without Good Reason), which terms are not superseded by this Appendix A (other than with
respect to restricted Company Common Stock) and are hereby restated herein as follows: “If after
the first anniversary of the Effective Date the Chairman terminates the Employment Period without
Good Reason, all unvested options to purchase Company Common Stock . . . held by the Chairman shall
become fully vested and, in the case of options, fully exercisable on the Date of Termination, and
the Chairman shall be entitled to exercise all such options until the second anniversary of the
Date of Termination.” Solely for purposes of the immediately preceding quoted language, (i) the
“Effective Date” is February 27, 2004, (ii) references to the “Chairman” are references to the
Executive, (iii) the “Employment Period” shall mean the period of time during which the Executive
serves as Chairman of the Board, (iv) “Good Reason” has the same definition as set forth in the
Agreement, and (v) the “Date of Termination” shall mean the Date of Termination of the Subsequent
Employment Period under this Appendix A.



Any cash payment or issuance of Company Common Stock pursuant to the vesting of the
Performance Share Award provided for in this Section 8(c) shall be made by the Company within
thirty days following the Date of Termination of the Subsequent Employment Period, except as may be
provided otherwise by Section 23 of the Agreement.



Other than as set forth in this Section 8(c), the Company shall have no further obligations to
the Executive under this Appendix A or otherwise (other than pursuant to any employee benefit
plan).



(d) By the Company Without Cause; By the Executive for Good Reason. If during the
first year following the Commencement Date the Company terminates the Subsequent Employment Period
other than for Cause, Disability, or death, or the Executive terminates the Subsequent Employment
Period for Good Reason, the Executive shall be entitled to the Separation Benefits set forth in
Section 9(e). Thereafter, if the Company terminates the Subsequent Employment Period other than
for Cause, Disability or death, or the Executive terminates the Subsequent Employment Period for
Good Reason, the Company shall pay to the Executive a cash lump sum equal to (i) any accrued but
unpaid Base Salary through the Date of Termination of the Subsequent Employment Period and all
other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of
Termination of the Subsequent Employment Period, (ii) any earned but unpaid target bonus for the
fiscal year in which the Date of Termination of the Subsequent Employment Period occurs, and (iii)
an additional payment of $200,000.



Without limiting the provisions of the preceding paragraph, if at any time the Company
terminates the Subsequent Employment Period other than for Cause, Disability or death, or the
Executive terminates the Subsequent Employment Period for Good Reason, (i) all unvested New Stock
Options, shares of restricted Company Common Stock, and the Performance Share Award held by the
Executive shall become fully vested and, in the case of the New Stock Options, fully exercisable on
the Date of Termination of the Subsequent Employment Period, and the Executive shall be entitled to
exercise all New Stock Options until February 27, 2010, or, if later, until the second anniversary
of the Date of Termination of the Subsequent Employment Period, but in no event may any option be
exercised on a date later than the expiration date of such option set forth in the option award,
and (ii) all outstanding Existing Stock Options shall not be modified in any way by the terms of
this Appendix A and shall be treated in accordance with the terms of Section 9(d) of the Prior
Agreement (which addresses the treatment of Existing Stock Options upon a termination of the
Executive’s employment as Chairman of the Board by the Company other than for Cause, Disability or
death, or by the Executive for Good Reason), which terms are not superseded by this Appendix A
(other than with respect to restricted Company Common Stock) and are hereby restated herein as
follows: “If at any time during the Employment Period the Company terminates the Employment Period
other than for Cause, Disability or death or the Executive terminates the Employment Period for
Good Reason, all unvested options to purchase Company Common Stock . . . held by the Chairman shall
become fully vested and, in the case of options, fully exercisable on the Date of Termination, and
the Chairman shall be entitled to exercise all such options until the sixth anniversary of the
Effective Date or, if later, until the second anniversary of the Date of Termination.” Solely for
purposes of the immediately preceding quoted language, (i) the “Employment Period” shall mean the
period of time during which the Executive serves as Chairman of the Board, (ii) “Cause” and “Good
Reason” have the same definitions as set forth in the Agreement and “Disability” has the same
definition as set forth in this Appendix A, (iii) references to the “Chairman” and “Executive” are
references to the Executive, (iv) the “Date of Termination” shall mean the Date of Termination of
the Subsequent Employment Period under this Appendix A, and (v) the “Effective Date” is February
27, 2004.



Any cash payment, and any cash payment or issuance of Company Common Stock pursuant to the
vesting of the Performance Share Award, provided for in this Section 8(d) shall be made by the
Company within thirty days following the Date of Termination of the Subsequent Employment Period,
except as may be provided otherwise by Section 23 of the Agreement.



Other than as set forth herein, the Company shall have no further obligations to the Executive
under this Appendix A or otherwise (other than pursuant to any employee benefit plan).



If requested by the Company, the Executive will execute a customary general release in a form
satisfactory to the Company in furtherance of this Appendix A and as a condition to the receipt of
any benefits under this Section 8(d). Nothing in this Section 8(d) shall be deemed to operate or
shall operate as a release, settlement or discharge of any liability of the Executive to the
Company or others for any action or omission by the Executive, including without limitation any
actions which formed, or could have formed, the basis for termination of the Executive’s employment
for Cause.



(e) Separation Benefits. For purposes of this Appendix A, “Separation Benefits” shall
mean:




(i) payment by the Company to the Executive of a cash lump sum equal to:




	 	(A)	 	any accrued but unpaid Base Salary through the Date of
Termination of the Subsequent Employment Period and all other unpaid
amounts, if any, which the Executive has accrued and is entitled to as of
the Date of Termination of the Subsequent Employment Period;






	 	(B)	 	a pro-rata portion of the Executive’s target bonus for
the fiscal year in which the Date of Termination of the Subsequent
Employment Period occurs (such pro rata amount to be determined by
multiplying such target bonus by a fraction, the numerator of which is the
number of days of the then current fiscal year that have elapsed prior to
the Date of Termination of the Subsequent Employment Period, and the
denominator of which is 365);






	 	(C)	 	the Base Salary multiplied by two (calculated using the
Executive’s Base Salary in effect on the Date of Termination of the
Executive as Chief Executive Officer of the Company);






	 	(D)	 	the Executive’s “annual target bonus” (as defined
below) multiplied by two; and






(E) an additional payment of $200,000; and




(ii) continued provision by the Company of welfare benefits and perquisites pursuant
to Section 5(d) to the Executive for the twenty-four-month period commencing on the Date of
Termination of the Subsequent Employment Period (or, to the extent such benefits or
perquisites cannot be so provided or as elected by the Company, the Company shall make a
cash payment to the Executive in an amount sufficient (on an after-tax basis) to allow the
Executive to obtain comparable benefits and perquisites for such period), unless and until
the Executive receives any such or similar benefits and perquisites while employed in any
capacity during such twenty-four-month period.



For purposes of this Section 9(e), the Executive’s “annual target bonus” will be equal to the
Executive’s Base Salary in effect on the Date of Termination of the Executive as Chief Executive
Officer of the Company. Any cash payment provided for in this Section 8(e) shall be made by the
Company within thirty days following the Date of Termination of the Subsequent Employment Period,
except as may be provided otherwise by Section 23 of the Agreement.



(f) Liquidated Damages. The parties acknowledge and agree that damages suffered by
the Executive as a result of termination by the Company without Cause shall be extremely difficult
or impossible to establish or prove, and agree that the payments and benefits provided pursuant to
Section 8(d) shall constitute liquidated damages for any breach of this Appendix A by the Company
through the Date of Termination of the Subsequent Employment Period. The Executive agrees that,
except for such other payments and benefits to which the Executive may be entitled as expressly
provided by the terms of this Appendix A or any applicable Company plan, such liquidated damages
shall be in lieu of all other claims that the Executive may make with respect to termination of the
Executive’s employment, the Subsequent Employment Period or any such breach of this Appendix A or
the Agreement. In no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Appendix A, and, except as specifically provided in clause (ii) of Section 8(e),
such amounts shall not be reduced whether or not the Executive obtains other employment.



9. Certain Additional Payments by the Company. Section 11 of the Agreement shall
apply equally to payments or distributions made (or, if not yet made, payable or distributable) to
the Executive under this Appendix A.



10. Provisions Regarding Code Section 409A. Section 23 of the Agreement shall apply
equally to compensation, payments or distributions made (or, if not yet made, payable or
distributable) to the Executive under this Appendix A.



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Exhibit I to Appendix A




Summary of the Executive’s Roles and Responsibilities




Board Operations




1) Provides leadership to the Board and presides over meetings of the Board.




	 	2)	 	Works with the Board Governance and Composition Committee to establish procedures to
govern the Board’s work, and guidelines for Board membership and conduct, and to ensure
that each director is making a significant contribution.






	 	3)	 	Works with the Board Governance and Composition Committee to ensure proper committee
structures, including the assignment of committee chairs and committee members.






	 	4)	 	Organizes and sets the agenda for regular and special Board meetings based on input
from senior management and other directors.






	 	5)	 	Schedules meetings of the full Board and works with committee chairs to coordinate
the schedule of meetings for committees.






	 	6)	 	Helps ensure achievement of the Board’s goals by assigning specific tasks to Board
members.





Liaison between the Board and Management




1) Acts as a liaison between the Board and management.




	 	2)	 	Ensures proper flow of information to the Board, reviewing the adequacy and timing of
documentary materials in support of management proposals.






3) Ensures adequate lead time for effective review and discussion of Company business.



Shareholder Communications




	 	1)	 	Oversees the preparation and distribution of the Company’s annual report and proxy
materials distributed to shareholders.






2) Presides over annual meetings of shareholders.



External Communications




	 	1)	 	Together with the Chief Executive Officer, represents the Company to external
constituents, including: shareholders; local communities; applicable industry association
groups; educational institutions; and local, state and federal governments.






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