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                                                                   EXHIBIT 10.2

                             CONEXANT SYSTEMS, INC.
                           RESTRICTED STOCK AGREEMENT


To:  [NAME]                                                      [GRANT DATE]
        
        In accordance with a determination of the Board of Directors of Conexant
Systems, Inc. (the Corporation) on _______________, 1999 (the Grant Date), 
[      ] shares (the Restricted Shares) of Common Stock of the Corporation have
been granted to you as Restricted Stock pursuant to the Corporation's 1999
Long-Term Incentives Plan (the Plan). Capitalized terms used herein but not
otherwise defined shall have the meanings assigned to such terms in the Plan.

        The Restricted Shares have been granted to you today upon the following
terms and conditions:

1.      Earning of Restricted Shares
     
               You shall be deemed to have earned the Restricted Shares subject
        to this Agreement on the earlier of:

               (a) the eighth anniversary of the Grant Date;

               (b) with respect to 50% of the Restricted Shares, when the Fair
        Market Value of the Stock is equal to or greater than 150% of the Fair
        Market Value of the Stock on the Grant Date for at least 20 consecutive
        trading days and with respect to 100% of the Restricted Shares when the
        Fair Market Value of the Stock is equal to or greater than 200% of the
        Fair Market Value of the Stock on the Grant Date for at least 20
        consecutive trading days; provided, however, that no Restricted Shares
        shall be deemed to have been earned pursuant to this paragraph 1(b)
        prior to the first anniversary of the Grant Date.

               (c) your death or Disability; or

               (d) a Change of Control.

               For purposes of the foregoing, a "trading day" shall include any
        day for which sales generally are reported in the Nasdaq reporting
        system, regardless of whether a sale of Stock is reported for such date.

2.      Retention of Certificates for Restricted Shares and Dividends

        Certificates for the Restricted Shares and any dividends or
        distributions thereon or in respect thereof (Dividends), whether in cash
        or otherwise (including but not limited to additional shares of Stock,
        other securities of the Corporation or securities of another entity, any
        such shares or other securities being collectively referred to herein as
        Stock Dividends) shall be delivered to and held by the Corporation, or
        shall be held in book-entry form subject to the Corporation's
        instructions, until you shall have earned the Restricted Shares in
        accordance with the provisions of paragraph 1, [Alternative provision:
        provided that unless you shall have earlier earned the Restricted
        Shares, the Restricted Shares will not be issued, and no dividends will
        be paid or distributions made thereon, prior to June 30, 1999]. To
        facilitate implementation of the provisions of this


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        agreement, you undertake to sign and deposit with the Corporation's
        Office of the Secretary (i) a Stock Transfer Power in the form of
        ATTACHMENT 1 hereto with respect to the Restricted Shares and any Stock
        Dividends thereon; (ii) a Dividend Order in the form of ATTACHMENT 2
        hereto with respect to Dividends (whether payable in cash or as Stock
        Dividends) on the Restricted Shares; and (iii) such other documents
        appropriate to effectuate the purpose and intent of this agreement as
        the Corporation may reasonably request from time to time.

3.      Voting Rights

        Notwithstanding the retention by the Corporation of certificates (or the
        right to give instructions with respect to shares held in book-entry
        form) for the Restricted Shares and any Stock Dividends, you shall be
        entitled to vote the Restricted Shares and any Stock Dividends held by
        the Corporation in accordance with paragraph 2 from and after the time
        of issuance thereof, unless and until such shares have been forfeited in
        accordance with paragraph 5.

4.      Delivery of Earned Restricted Shares

        As promptly as practicable after you shall have been deemed to have
        earned the Restricted Shares in accordance with paragraph 1, the
        Corporation shall deliver to you (or in the event of your death, to your
        estate or any person who acquires your interest in the Restricted Shares
        by bequest or inheritance) the Restricted Shares, together with any
        Dividends then held by the Corporation (or subject to its instructions).

5.      Forfeiture of Unearned Restricted Shares and Dividends

        Notwithstanding any other provision of this agreement, (a) if at any
        time it shall become impossible for you to earn any of the Restricted
        Shares in accordance with this agreement, or (b) unless determined
        otherwise by the Committee, in the event of a Termination of Employment,
        all unearned Restricted Shares, together with any Dividends thereon,
        shall be forfeited, and you shall have no further rights of any kind or
        nature with respect thereto. Upon any such forfeiture, the unearned
        Restricted Shares theretofore issued, together with any Dividends
        thereon, shall be transferred to the Corporation. For purposes of this
        paragraph, "Termination of Employment" shall mean your termination of
        your employment as an employee of the Corporation for any reason, or the
        Corporation terminating your employment for Cause, provided that (i)
        death, (ii) Disability, (iii) a transfer from the Corporation to a
        Subsidiary or affiliate of the Corporation, whether or not incorporated,
        or vice versa, or from one Subsidiary or affiliate of the Corporation to
        another and (iv) a leave of absence, duly authorized in writing by the
        Corporation, shall not be deemed a Termination of Employment.

6.      Transferability

        This grant is not transferable by you otherwise than by will or by the
        laws of descent and distribution, and the Restricted Shares and any
        Dividends shall be deliverable, during your lifetime, only to you.



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7.      Withholding

        The Corporation shall have the right, in connection with the delivery of
        the Restricted Shares and any Dividends subject to this agreement, (i)
        to deduct from any payment otherwise due by the Corporation to you or
        any other person receiving delivery of the Restricted Shares and any
        Dividends an amount equal to the taxes required to be withheld by law
        with respect to such delivery, (ii) to require you or any other person
        receiving such delivery to pay to it an amount sufficient to provide for
        any such taxes so required to be withheld or (iii) to sell such number
        of the Restricted Shares and any Stock Dividends as may be necessary so
        that the net proceeds of such sale shall be an amount sufficient to
        provide for any such taxes so required to be withheld.

8.      Applicable Law

        This agreement and the Corporation's obligation to deliver Restricted
        Shares and any Dividends hereunder shall be governed by and construed
        and enforced in accordance with the laws of California and the Federal
        law of the United States.

                                                 CONEXANT SYSTEMS, INC.
                                                  
                                                 By: /s/ DENNIS E. O'REILLY
                                                 ---------------------------
                                                 Dennis E. O'Reilly
                                                 Senior Vice President
                                                 General Counsel and Secretary

Accepted and agreed as of the date set forth above.


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                (Signature)


            [NAME]

Address:    
            ----------------------------------

            ----------------------------------

            ----------------------------------

Social Security No.:  
                     -------------------------


Attachment 1 - Stock Transfer Power
Attachment 2 - Dividend Order


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                                                                   ATTACHMENT 1


                    STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE

        FOR VALUE RECEIVED, I, [______________________], hereby sell, assign and
transfer unto Conexant Systems, Inc. (i) the [_______] shares (the Shares) of
the Common Stock of Conexant Systems, Inc. (Conexant) standing in my name on the
books of Conexant represented in book-entry form or by Certificate No. ________
herewith, granted to me on [____________________, 199__], as Restricted Stock
under Conexant's 1999 Long-Term Incentives Plan, and (ii) any additional shares
of Conexant's Common Stock, other securities issued by Conexant or securities of
another entity (Stock Dividends) distributed, paid or payable on or in respect
of the Shares and Stock Dividends during the period the Shares and Stock
Dividends are held by Conexant pursuant to a certain Restricted Stock Agreement
dated [___________________, 199__,] with respect to the Shares; and I do hereby
irrevocably constitute and appoint __________________________, attorney with
full power of substitution in the premises to transfer the Shares on the books
of Conexant.

Dated:  _________________, 199__

                                                       ------------------------
                                                            (Signature)
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                                                                    ATTACHMENT 2

Send To: 
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                           D I V I D E N D  O R D E R


                                                        Date:
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Until this order shall be revoked in writing by the undersigned with the written
consent of the Secretary or an Assistant Secretary of Conexant Systems, Inc.,
please comply with the following instructions with respect to the payment of all
dividends or other distributions on all shares of Common Stock of Conexant
Systems, Inc.:

REGISTERED AS FOLLOWS:       [Name]
                             [Address]
                             [City, State Zip]
                             Tax Identification No.:  [SSN]
                             Account Key:

DIVIDEND CHECKS and all rights, stock dividends, notices and other
communications (other than proxy statements and proxies) pertaining to the above
account are to be payable to and mailed as follows:

                             Conexant Systems, Inc.
                             Office of the Secretary
                             4311 Jamboree Road
                             Newport Beach, CA 92660

All proxy statements, proxies and related materials pertaining to the above
account are to be mailed to the undersigned at the following address:

                             [Name]
                             [Address]


THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:



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          (Signature)