**Exhibit 10.5**EMPLOYMENT AGREEMENT     This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 18th day of February,2008, by and between Conexant Systems, Inc., a Delaware corporation (the “Company”), and MarkPeterson (the “Executive”).     WHEREAS, the parties hereto wish to enter into the arrangements set forth herein with respectto the terms and conditions of the Executive’s employment with the Company from and after theEffective Date (as defined in Section 2);     WHEREAS, the Executive acknowledges he is not constrained by any conflicts of interest,covenants or agreements which would prevent him from being employed by the Company;     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. Employment Agreement. On the terms and conditions set forth in this Agreement, theCompany agrees to employ the Executive, and the Executive agrees to be employed by the Company, forthe Employment Period set forth in Section 2 and in the positions and with the duties set forth inSection 3. Terms used herein with initial capitalization are defined in Section 23. ThisAgreement shall be of no force or effect unless, and until, the Executive commences employment withthe Company.     2. Term. Unless earlier terminated pursuant to Section 8, the term of the Executive’semployment hereunder in the positions referenced under Section 3 will begin as of March 19, 2008(the “Effective Date”) and will conclude on March 18, 2010 (the “Employment Period”); providedthat, beginning on March 19, 2010 and on each anniversary of that date thereafter, the EmploymentPeriod will automatically be extended for a one-year period unless either party gives writtennotice to the other party at least sixty days before the end of the Employment Period (or extendedEmployment Period, as the case may be) that it no longer wishes such automatic one year extensionsto continue.     3. Position and Duties. The Executive will serve as Senior Vice President, ChiefLegal Officer & Secretary, of the company during the Employment Period. As Senior Vice President,Chief Legal Officer & Secretary, the Executive will be an executive officer of the Company and willrender executive, policy, and other management services to the Company of the type customarilyperformed by persons serving in a similar capacity and as reasonably determined by the President &Chief Executive Officer with regard to the Executive’s status and position within the Company.
 

 
The Executive will initially report directly to the President & Chief Executive Officer. TheExecutive will devote the Executive’s reasonable best efforts and substantially full business timeto the performance of the Executive’s duties hereunder and the advancement of the business andaffairs of the Company during the Employment Period, it being understood that the Executive may,consistent with the other provisions of this Agreement, pursue other outside interests, includingbut not limited to devoting time to managing the Executive’s personal investments and to charitableand community activities.     4. Place of Performance. During the Employment Period, the Executive’s primary placeof employment and work location will be Newport Beach, California, except for reasonable travel onCompany business and as otherwise consented to by the Executive.     5. Compensation.     (a) Base Salary. During the Employment Period, the Company will pay to the Executivean annual base salary (the “Base Salary”), which initially will be $312,500. The Base Salary willbe 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 isincreased, the increased amount will be the Base Salary for the remainder of the Employment Period.The Base Salary will be payable monthly or in such other installments as will be consistent withthe Company’s payroll procedures in effect from time to time.     (b) Bonus. (i) During the Employment Period, the Executive will be eligible to earnan annual performance bonus in an amount determined at the discretion of the Board or theCompensation Committee for each fiscal year. It is the intention of the parties hereto that theCompany shall establish a target bonus for the Executive with respect to each fiscal year of theEmployment Period based upon overall performance of the Company and upon the Executive’s individualperformance. The Executive’s initial full year annual target bonus will be 60% of the Base Salary(pro-rata for the time worked in the fiscal year). In the event that a target bonus is notestablished with respect to any subsequent year, the Executive’s target bonus shall be deemed to bethe target bonus established under this Agreement for the immediately preceding year. Notwithstanding the foregoing, for the fiscal year 2008 (which commenced in October 2007), theExecutive will be guaranteed a bonus of not less than $100,000, to be disbursed when normal companybonuses are paid.     (ii) In addition to any annual performance bonus payable under this Section 5(b), the Companyshall pay the Executive within 30 days of his start date, a special “one
 

 
time” bonus in the gross amount (before applicable taxes) of $75,000. While this “special”bonus will be paid within 30 days of his start date, it will not be considered fully earned untilthe first anniversary date of the “Effective Date” of this Agreement. Should the Executivevoluntarily terminate his employment for any reason (other than as a result of (i) death; or (ii)disability) or be terminated for Cause before the first anniversary date of this Agreement, theExecutive will repay back to the Company any amounts actually received by the Executive within 30days of his Termination Date. If the Executive is involuntarily terminated for any other reasonthan Cause before the first anniversary date of this Agreement, the Executive will be deemed tohave earned the “special” bonus.     (c) Equity Compensation. (i) On the Effective Date, the Company will grant to theExecutive options to purchase 850,000 shares of Company Common Stock (“Stock Options”), with anexercise price equal to the fair market value of the Company Common Stock on the date of grant,such options to become exercisable as follows: (A) one-third of the options will become exercisableon the first anniversary of the Effective Date; (B) one-third of the options will be comeexercisable on the second anniversary of the Effective Date; and (C) one-third of the options willbecome exercisable on the third anniversary of the Effective Date. In addition, on the EffectiveDate, you will be granted 250,000 Non-Performance Restricted Stock Units. These Non-PerformanceRSU’s will vest one-third each year on the first, second and third anniversary dates of theEffective Date.          (ii) Notwithstanding the foregoing, in the event of a Change of Control, any unvested StockOptions, Non-Performance based RSUs and shares of non-performance based Restricted Company CommonStock will become fully vested contingent upon and immediately prior to such Change of Control.          (iii) Notwithstanding any other provision of this Agreement to the contrary, except asotherwise provided in Section 1 of the RSU award agreement, any vested Non-Performance RSUs will bepaid out immediately upon vesting and in any event no later than March 15th of thecalendar year of the year following the year in which such Non-Performance RSUs vest.     (d) Benefits. During the Employment Period, the Executive will be entitled to allemployee benefits and perquisites made available to senior executives of the Company. Nothingcontained in this Agreement will prevent the Company from terminating plans, changing carriers oreffecting modifications in employee benefits coverage for the Executive as long as suchmodifications affect all similarly situated employees and/or officers of the Company.
 

 
     (e) Vacation; Holidays. During the Employment Period, the Executive will be entitledto all public holidays observed by the Company and vacation days in accordance with the applicablevacation policies for senior executives of the Company, which vacation days will be taken at areasonable time or times. The Executive will initially be entitled to four (4) weeks vacation peryear.     (f) Withholding Taxes and Other Deductions. To the extent required by law, theCompany will withhold from any payments due to the Executive under this Agreement any applicablefederal, 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 businessexpense policies as determined by the Company, to incur reasonable expenses in the performance ofthe Executive’s duties hereunder, including the costs of entertainment, travel, and similarbusiness expenses. The Company will promptly reimburse the Executive for all such expenses uponperiodic presentation by the Executive of an accounting of such expenses on terms applicable tosenior executives of the Company.     7. Confidentiality; Work Product.     (a) Information. The Executive acknowledges that the information, observations anddata obtained by the Executive concerning the business and affairs of the Company and itsAffiliates 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) arethe property of the Company and its Affiliates, including information concerning acquisitionopportunities in or reasonably related to the business or industry of the Company or its Affiliatesand their predecessors of which the Executive becomes aware during such period. Therefore, theExecutive agrees that the Executive will not at any time (whether during or after the EmploymentPeriod) disclose to any unauthorized person or, directly or indirectly, use for the Executive’s ownaccount, any of such information, observations, data or any Work Product (as defined below) orCopyrightable Work (as defined below) without the Board’s consent, unless and to the extent thatthe aforementioned matters become generally known to and available for use by the public other thanas a direct or indirect result of the Executive’s acts or omissions to act or the acts or omissionsto act of other senior or junior management employees of the Company and its Affiliates. TheExecutive agrees to deliver to the Company at the termination of the Executive’s employment, or atany other time the Company may request in writing (whether during or after the Employment Period),all memoranda, notes, plans, records, reports and other documents, regardless of the format ormedia (and copies thereof), relating to the business of the Company and its Affiliates and theirpredecessors (including, without limitation, all acquisition prospects, lists and contactinformation) 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, tradesecrets, know-how, ideas, computer programs, and all similar or related information (whether or notpatentable) that relate to the actual or anticipated business, research and development or existingor future products or services of the Company or its Affiliates and their predecessors that areconceived, developed, made or reduced to practice by the Executive while employed by the Company orany 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 Productto the Company. Any copyrightable work (“Copyrightable Work”) prepared in whole or in part by theExecutive in the course of the Executive’s work for any of the foregoing entities will be deemed a“work made for hire” under the copyright laws, and the Company will own all rights therein. To theextent that it is determined, by any authority having jurisdiction, that any such CopyrightableWork is not a “work made for hire,” the Executive hereby assigns and agrees to assign to theCompany all of the Executive’s rights, title and interest, including, without limitation, copyrightin and to such Copyrightable Work. The Executive will promptly disclose such Work Product andCopyrightable Work to the Board and perform all actions reasonably requested by the Board (whetherduring or after the 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 thisSection 7 are reasonable and necessary, in view of the nature of the Company’s business, in orderto protect the legitimate interests of the Company, and that any violation thereof would result inirreparable injury to the Company. Therefore, the Executive agrees that in the event of a breachor threatened breach by the Executive of the provisions of this Section 7, the Company may beentitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctiverelief restraining the Executive from disclosing or using any such confidential information.Nothing herein will be construed as prohibiting the Company from pursuing any other remediesavailable to it for such breach or threatened breach, including, without limitation, recovery ofdamages from the Executive.     8. Termination of Employment. Any termination of the Employment Period by the Companyor the Executive will be communicated by written Notice of Termination to the other party hereto inaccordance with Section 11. For purposes of this Agreement, a “Notice of Termination” will mean anotice which will indicate the specific termination provision in this Agreement relied upon, ifany, and will set forth in reasonable detail the facts and circumstances claimed to provide a basisfor termination of the Employment Period under the provision so indicated. Termination of theEmployment Period will take effect on the Date of Termination. The Employment Period will beterminated under the following circumstances:
 

 
     (a) Death. The Employment Period will terminate upon the Executive’s death;     (b) By the Company. The Company may terminate the Employment Period (i) if theExecutive will have been unable to perform the Executive’s principal duties hereunder by reason ofillness, physical or mental disability or other similar incapacity, which inability will continuefor 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; or     (d) Non-Renewal. The Employment Period may terminate pursuant to the terms of Section2. The expiration of the Employment Period due to a notice of non-renewal tendered by the Companyto the Executive will be treated as a termination of the Employment Period by the Company withoutCause. The expiration of the Employment Period due to a notice of non-renewal tendered by theExecutive to the Company will be treated as a voluntary termination of the Employment Period by theExecutive without Good Reason.     9. Compensation upon Termination. The Executive’s employment as Senior VicePresident, General Counsel & Secretary, must be terminated in order for the Executive to receiveany 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 will promptly pay to the Executive’s estate, or as may be directed by the legalrepresentatives of such estate, after the Date of Termination any accrued but unpaid Base Salarythrough the Date of Termination. All other unpaid amounts, if any, which the Executive has accruedand is entitled to as of the Date of Termination in connection with any fringe benefits or underany bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b), (c)and (d) will be paid in accordance with the terms of such arrangements. In addition, if theEmployment period terminates as a result of the Executive’s death, then all unvested Stock Options,Non-Performance RSUs and shares of non-performance based Restricted Company Common Stock held bythe Executive will become fully vested and, in the case of the Stock Options, fully exercisable onthe Date of Termination, and the Executive’s estate will be entitled to exercise all such optionsuntil the earlier of (i) the third anniversary of the Executive’s Date of Termination and (ii) theexpiration date of such option set forth in the grant notice for the option award. The Companywill have no further obligations to the Executive under this Agreement or otherwise (other thanpursuant to any employee benefit plan and any life insurance, death in service or other equivalentpolicy for the benefit of the Executive).
 

 
     (b) Disability. If the Company terminates the Employment Period because of theExecutive’s Disability, the Company will promptly pay to the Executive after the Date ofTermination any accrued but unpaid Base Salary through the Date of Termination. All other unpaidamounts, if any, which the Executive has accrued and is entitled to as of the Date of Terminationin connection with any fringe benefits or under any bonus or incentive compensation plan or programof the Company pursuant to Sections 5(b), (c) and (d) will be paid in accordance with the terms ofsuch arrangements. In addition, if the Company terminates the Employment Period because of theExecutive’s Disability, then the Executive will be entitled to the equity and health insuranceportions of the Separation Benefits set forth in Section 9(e)(ii) and (iii). The Company willhave no further obligations to the Executive under this Agreement or otherwise (other than pursuantto any employee benefit plan and any disability or other medical insurance policy for the benefitof the Executive).     (c) By the Company for Cause; By the Executive Without Good Reason. If the Companyterminates the Employment Period for Cause or if the Executive terminates the Employment Periodwithout Good Reason, the Company will promptly pay to the Executive after the Date of Terminationany accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, ifany, which the Executive has accrued and is entitled to as of the Date of Termination in connectionwith any fringe benefits or under any bonus or incentive compensation plan or program of theCompany pursuant to Sections 5(b), (c) and (d) will be paid in accordance with the terms of sucharrangements.     Other than as set forth in this Section 9(c), the Company will have no further obligations tothe 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 Companyterminates the Employment Period other than for Cause, Disability or Death, or the Executiveterminates the Employment Period for Good Reason, the Executive will be entitled to the SeparationBenefits (as defined in Section 9(e)). Other than as set forth herein, the Company will have nofurther obligations to the Executive under this Agreement or otherwise (other than pursuant to anyemployee benefit plan).     If requested by the Company, the Executive will execute a customary general release in a formsatisfactory to the Company in furtherance of this Agreement and as a condition to the receipt ofany Separation Benefits. Nothing in this Section 9(d) will be deemed to operate or will operate asa release, settlement or discharge of any liability of the Executive to the Company or others forany action or omission by the Executive, including without limitation any actions which formed, orcould have formed, the basis for termination of the Executive’s employment for Cause.
 

 
     (e) Separation Benefits. For purposes of this Agreement, “Separation Benefits” willmean:     (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 ofTermination and all other unpaid amounts, if any, which the Executive hasaccrued and is entitled to as of the Date of Termination;  (B) one (1) times the Executive’s annual base salary;  (C) one (1) times Executive’s “annual target bonus”; and  (D) an additional payment of $50,000;     (ii) continued provision by the Company of coverage under the Company’s healthinsurance plan for the Executive and any eligible dependents covered prior to the Date ofTermination for a period of 18 months beginning on the Date of Termination; and     (iii) all unvested Stock Options, Non-Performance RSUs and shares of non-performancebased Restricted Company Common Stock held by the Executive will become fully vested and,in the case of the Stock Options, fully exercisable on the Date of Termination, and theExecutive will be entitled to exercise all such options until the earlier of (A) thefifteenth (15th) month anniversary of the Executive’s Date of Termination and (B) theexpiration date of such option set forth in the grant notice for the option award.     Any cash payment pursuant this Section 9(e), payment of Non-Performance RSUs or issuance ofshares of non-performance based Restricted Company Common Stock pursuant to Section 9(e)(iii) willbe made by the Company within thirty days following the Date of Termination, except as may beprovided otherwise in Section 22.     (f) Liquidated Damages. The parties acknowledge and agree that damages suffered bythe Executive as a result of a termination by the Company without Cause will be extremely difficultor impossible to establish or prove, and agree that the payments and benefits provided pursuant toSection 9(d) will constitute liquidated damages for any breach of this Agreement by the Companythrough the Date of Termination. The Executive agrees that, except for such other payments andbenefits to which the Executive may be entitled as expressly provided by the terms of thisAgreement or any applicable
 

 
Company plan, such liquidated damages will be in lieu of all other claims that the Executivemay make with respect to the termination of the Executive’s employment, the Employment Period orany such breach of this Agreement. In no event will the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement, and, except as specifically provided in clause (ii)of Section 9(e), such amounts will not be reduced whether or not the Executive obtains otheremployment.     10. Noncompetition and Nonsolicitation.     (a) Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BEDEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMSSERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOMEIMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THECOMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executiveacknowledges that in the course of the Executive’s employment with the Company and its Affiliatesand their predecessors, the Executive will become familiar with the trade secrets of, and otherconfidential information concerning, the Company and its Affiliates and their predecessors, thatthe Executive’s services will be of special, unique and extraordinary value to the Company and itsAffiliates and that the Company’s ability to accomplish its purposes and to successfully pursue itsbusiness plan and compete in the marketplace depends substantially on the skills and expertise ofthe Executive. Therefore, and in further consideration of the compensation being paid to theExecutive hereunder, the Executive agrees that, during the Employment Period and for a period oftwelve months following the termination of the Employment Period for any reason (the “RestrictedPeriod”), the Executive will not directly or indirectly own, manage, control, participate in,consult with, render services for, or in any manner engage in any business competing with thebusinesses of the Company or its Affiliates, in any country where the Company or its Affiliatesconducts business; provided, however, that passive investments amounting to no morethan three percent of the voting equity of a business and the Executive’s other current positionsand activities described in Section 3 will not be prohibited hereby.     (b) Nonsolicitation. During the Restricted Period, the Executive will not directly orindirectly through another entity (i) induce or attempt to induce any employee of the Company orany Affiliate to leave the employ of the Company or such Affiliate, or in any way willfullyinterfere 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 theCompany or any Affiliate to cease doing business with the Company or such Affiliate, or in any wayinterfere 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 holdsthat the restrictions stated herein are unreasonable under circumstances then existing, the partieshereto agree that the maximum duration, scope or geographical area reasonable under suchcircumstances will be substituted for the stated period, scope or area and that the court will beallowed to revise the restrictions contained herein to cover the maximum duration, scope and areapermitted by law. If the provisions of this Section 10 will be deemed illegal by any jurisdiction,the provisions in this Section 10 will be deemed ineffective within such jurisdiction. Because theExecutive’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 anyprovision of this Agreement. Therefore, in the event of a breach or threatened breach by theExecutive of any provision of this Agreement, the Company may, in addition to other rights andremedies existing in its favor, apply to any court of competent jurisdiction for specificperformance 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. Notices. All notices, demands, requests or other communications required orpermitted to be given or made hereunder will be in writing and will be delivered, telecopied ormailed by first class registered or certified mail, postage prepaid, addressed as follows: (a) If to the Company:Conexant Systems, Inc.