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                                                                    EXHIBIT 10.1

January 4, 1999


NAME
ADDRESS_1
ADDRESS_2

Social Security/Account Number:  SSN


Dear Optionee:

We are pleased to notify you that the Board of Directors has granted to you
today the following stock option(s) under the 1999 Long-Term Incentives Plan
(the Plan):

    Date of Grant     Type of Grant     Number of Shares    Option Price
    -------------     -------------     ----------------    ------------
     GRANT DATE       NON-QUALIFIED     OPTIONS GRANTED        GRANT 

These stock option(s) have been granted, and may be exercised only upon the
terms and conditions of this Stock Option Agreement, subject in all respects to
the provisions of the Plan, as it may be amended. The attached Stock Option
Terms and Conditions are incorporated in and are part of this Stock Option
Agreement.

This stock option grant is also subject to the condition that you sign and
return one copy of the Mutual Agreement to Arbitrate Claims to:

                      Conexant Systems, Inc.
                      Office of the Secretary
                      4311 Jamboree Road
                      Newport Beach, California  92660-3095

These stock option(s) will be of no effect if the copy of the Mutual Agreement
to Arbitrate Claims properly signed by you, is not received by the Office of the
Secretary of Conexant on or before May 31, 1999, unless Conexant (in its sole
discretion) elects in writing to extend that date.

A Stock Options Participant Booklet, including copies of the Plan and the
Prospectus is enclosed. Please carefully read the enclosed documents and retain
them for future reference.
 
                                                
                                           By: /s/ DENNIS E. O'REILLY
                                               --------------------------------
                                                   Dennis E. O'Reilly
                                                   Senior Vice President
                                                   General Counsel and Secretary
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                             CONEXANT SYSTEMS, INC.
                         1999 LONG-TERM INCENTIVES PLAN
                             STOCK OPTION AGREEMENT
                        STOCK OPTION TERMS AND CONDITIONS

1.  Definitions

    Capitalized terms used and not defined herein shall have the prespective
    meanings assigned to such terms in the Plan. As used in these Stock Option
    Terms and Conditions, the following words and phrases shall have the
    respective meanings ascribed to them below unless the context in which any
    of them is used clearly indicates a contrary meaning:

    (a) CHASEMELLON: ChaseMellon Shareholder Services, the Stock Option
        Administrator whom Conexant has engaged to administer and process all
        stock option exercises.

    (b) CONEXANT: Conexant Systems, Inc., a Delaware corporation.

    (c) IVR: Integrated Voice Response system that is used to facilitate all
        stock option transactions.

    (d) OPTIONS: The stock option or stock options listed in the first paragraph
        of the letter dated [Date] to which these Stock Option Terms and
        Conditions are attached and which together with these Stock Option Terms
        and Conditions constitutes the Stock Option Agreement.

    (e) OPTION SHARES: The shares of Conexant Common Stock issuable or
        transferable on exercise of the Options.

    (f) PLAN: Conexant's 1999 Long-Term Incentives Plan, as such Plan may be
        amended and in effect at the relevant time.

    (g) SHARES: Shares of Conexant Common Stock.

    (h) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together
        with the letter dated [Date] to which they are attached.

2.  When Options May be Exercised

    The Options may be exercised, in whole or in part (but only for a whole
    number of shares) and at one time or from time to time, as follows:

<TABLE>
<CAPTION>
                                                  Beginning      Ending
                                                  ---------      ------
<S>                                               <C>            <C>
               25% of the Option Shares            [Date]        [Date]
               25% of the Option Shares            [Date]        [Date]
               25% of the Option Shares            [Date]        [Date]
               25% of the Option Shares            [Date]        [Date]
</TABLE>



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    All vesting increments are rounded to the nearest whole number of Option
    Shares and vest only during the period indicated above, provided that:

    (a) if you die while an employee of the Corporation, your estate, or any
        person who acquires the Options by bequest or inheritance, may exercise
        all the Options not theretofore exercised within (and only within) the
        period beginning on your date of death (even if you die before you have
        become entitled to exercise all or any part of the Options) and ending
        three years thereafter;

    (b) if your employment by the Corporation terminates other than by death,
        then:

        (i)  if your employment by the Corporation is terminated for Cause, the
             Options shall expire forthwith upon your termination and may not be
             exercised thereafter;

        (ii) if your employment by the Corporation terminates for any reason
             (including Retirement or Disability) not specified in subparagraph
             (a) or in clause (i) of this subparagraph (b), you (or if you die
             after your termination date, your estate or any person who acquires
             the Options by bequest or inheritance) may thereafter exercise the
             Options within (and only within) the period ending three months
             after your termination date but only to the extent they were
             exercisable on your termination date it being understood that
             neither (i) your transfer from Conexant to a Subsidiary or
             affiliate of Conexant, whether or not incorporated, or vice versa,
             or from one Subsidiary or affiliate of the Corporation to another,
             nor (ii) a leave of absence duly authorized in writing by Conexant,
             shall be deemed a termination of employment); and

    (c) in the event a Change of Control shall occur, then all the Options shall
        forthwith become fully exercisable whether or not otherwise then
        exercisable.

    The Committee may, in its discretion, extend the period during which Options
    may be exercised beyond the period set forth in subparagraphs (a) and
    (b)(ii) above, but in no event shall the provisions of the foregoing
    subparagraphs (a) through (c) extend to a date after [ten years after Grant
    Date] the period during which the Options may be exercised.

3.  Exercise Procedure

    (a) To exercise all or any part of the Options, you (or after your death,
        your estate or any person who has acquired the Options by bequest or
        inheritance) must contact the administrator, ChaseMellon, by using the
        IVR system as follows:

        (i)   contact ChaseMellon using a touch-tone phone and follow the
              instructions provided (or contact ChaseMellon using a rotary phone
              and speak to a Customer Service Representative);


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        (ii)  confirm the Option transaction through the IVR system by receiving
              a confirmation number;

        (iii) at any time you may speak to a Customer Service Representative for
              assistance;

        (iv)  full payment of the exercise price for the Option Shares to be
              purchased on exercise of the Options may be made by:

              o check; or

              o in Shares; or

              o in a combination of check and Shares; and

        (v)   in the case of an exercise of the Options by any person other than
              you seeking to exercise the Options, such documents as ChaseMellon
              or the Secretary of Conexant shall require to establish to their
              satisfaction that the person seeking to exercise the Options is
              entitled to do so.

    (b) An exercise of the whole or any part of the Options shall be effective:

        (i)  if you elect (or after your death, the person entitled to exercise
             the Options elects) to pay the exercise price for the Option Shares
             entirely by check, (i) upon confirmation of your transaction by
             using the IVR system and full payment of the exercise price and
             withholding taxes (if applicable) are received by ChaseMellon
             within five business days following the confirmation; and (ii)
             receipt of any documents required pursuant to Section 3(a)(v); and

        (ii) if you elect (or after your death, the person entitled to exercise
             the Options elects) to pay the exercise price of the Option Shares
             in Shares or in a combination of Shares and check, (i) upon
             confirmation of your transaction by using the IVR system and full
             payment of the exercise price (as defined in Section 3(d)(i)) and
             withholding taxes (if applicable) are received by ChaseMellon
             within five business days following the confirmation; and (ii)
             receipt of any documents required pursuant to Section 3(a)(v).


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    (c) If you choose (or after your death, the person entitled to exercise the
        Options chooses) to pay the exercise price for the Option Shares to be
        purchased on exercise of any of the Options entirely by check, payment
        must be made by:

        o    delivering to ChaseMellon a check in the full amount of the
             exercise price for those Option Shares; or

        o    arranging with a stockbroker, bank or other financial institution
             to deliver to ChaseMellon full payment, by check or (if prior
             arrangements are made with ChaseMellon) by wire transfer, of the
             exercise price of those Option Shares.

        In either event, in accordance with Section 3(e), full payment of the
        exercise price for the Option Shares purchased must be made within five
        business days after the exercise has been conducted and confirmed
        through the IVR system.

    (d) (i)  If you choose (or after your death, the person entitled to
             exercise the Options chooses) to use already-owned Shares to pay
             all or part of the exercise price for the Option Shares to be
             purchased on exercise of any of the Options, you (or after your
             death, the person entitled to exercise the Options) must deliver to
             ChaseMellon one or more certificates (and executed stock powers),
             or authorize the book-entry transfer to Conexant of shares,
             representing:

             o  at least the number of Shares whose value, based on the closing
                price of Common Stock of Conexant on the NASDAQ reporting system
                on the day you have exercised your Options through the IVR
                system, equals the exercise price for those Option Shares; or

             o  any lesser number of Shares you desire (or after your death, the
                person entitled to exercise the Options desires) to use to pay
                the exercise price for those Option Shares and a check in the
                amount of such exercise price less the value of the Shares
                delivered, based on the closing price of Common Stock of
                Conexant on the NASDAQ reporting system on the day you have
                exercised your Options through the IVR system.

        (ii) ChaseMellon will advise you (or any other person who, being
             entitled to do so, exercises the Options) of the exact number of
             Shares, valued in accordance with Section 4 of the Plan at the
             closing price on the NASDAQ reporting system on the effective date
             of exercise under Section 3(b)(ii), and any funds required to pay
             in full the exercise price for the Option Shares purchased. In
             accordance with Section 3(e), you (or such other person) must pay,
             by check, in Shares or in a combination of check and Shares, any
             balance required to pay in full the exercise price of the Option
             Shares purchased within five business days following the effective
             date of such exercise of the Options under Section 3(b)(ii).


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        (iii) Notwithstanding any other provision of this Stock Option
              Agreement, the Secretary of Conexant may limit the number,
              frequency or volume of successive exercises of any of the Options
              in which payment is made, in whole or in part, by delivery of
              Shares pursuant to this subparagraph (d) to prevent unreasonable
              pyramiding of such exercises.

    (e) An exercise conducted and confirmed through the IVR system, whether or
        not full payment of the exercise price for the Option Shares is received
        by ChaseMellon, shall constitute a binding contractual obligation by you
        (or the other person entitled to exercise the Options) to proceed with
        and complete that exercise of the Options (but only so long as you
        continue, or the other person entitled to exercise the Options
        continues, to be entitled to exercise the Options on that date). By your
        acceptance of this Stock Option Agreement, you agree (for yourself and
        on behalf of any other person who becomes entitled to exercise the
        Options) to deliver or cause to be delivered to ChaseMellon any balance
        of the exercise price for the Option Shares to be purchased upon the
        exercise pursuant to the transaction conducted through the IVR system
        required to pay in full the exercise price for those Option Shares, that
        payment being by check, wire transfer, in Shares or in a combination of
        check and Shares, on or before the later of the fifth business day after
        the date on which you confirm the transaction through the IVR system. If
        such payment is not made, you (for yourself and on behalf of any other
        person who becomes entitled to exercise the Options) authorize the
        Corporation, in its discretion, to set off against salary payments or
        other amounts due or which may become due you (or the other person
        entitled to exercise the Options) any balance of the exercise price for
        those Option Shares remaining unpaid thereafter.

    (f) A book-entry statement representing the number of Option Shares
        purchased will be issued as soon as practicable (i) after ChaseMellon
        has received full payment therefor or (ii) at Conexant's or
        ChaseMellon's election in their sole discretion, after Conexant or
        ChaseMellon has received (x) full payment of the exercise price of those
        Option Shares and (y) any reimbursement in respect of withholding taxes
        due pursuant to Section 5.

4.  Transferability

    The Options are not transferable by you otherwise than by will or by the
    laws of descent and distribution. During your lifetime, only you are
    entitled to exercise the Options.

5.  Withholding

    Conexant or ChaseMellon shall have the right, in connection with the
    exercise of the Options in whole or in part, to deduct from any payment to
    be made by Conexant or ChaseMellon under the Plan an amount equal to the
    taxes required to be withheld by law with respect to such exercise or to
    require you (or any other person entitled to exercise the Options) to pay to
    it an amount sufficient to provide for any such taxes so required to be
    withheld. By your acceptance of this Stock Option Agreement, you agree (for
    yourself and on behalf of any other person who becomes entitled to exercise
    the Options) that if


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    Conexant or ChaseMellon elects to require you (or such other person) to
    remit an amount sufficient to pay such withholding taxes, you (or such other
    person) must remit that amount within five business days after the
    confirmation of the Option exercise (Section 3(a)(ii)). If such payment is
    not made, Conexant, in its discretion, shall have the same right of set-off
    with respect to payment of the withholding taxes in connection with the
    exercise of the Option as provided under Section 3(e) with respect to
    payment of the exercise price.

6.  Rights as Shareowner

    You will not have any rights as a shareowner with respect to any Option
    Shares unless and until you become the holder of such Option Shares on the
    books and records of Conexant.

7.  Headings

    The section headings contained in these Stock Option Terms and Conditions
    are solely for the purpose of reference, are not part of the agreement of
    the parties and shall in no way affect the meaning or interpretation of this
    Stock Option Agreement.

8.  References

    All references in these Stock Option Terms and Conditions to Sections,
    paragraphs, subparagraphs or clauses shall be deemed to be references to
    Sections, paragraphs, subparagraphs and clauses of these Stock Option Terms
    and Conditions unless otherwise specifically provided.

9.  Entire Agreement

    This Stock Option Agreement and the Plan embody the entire agreement and
    understanding between Conexant and you with respect to the Options, and
    there are no representations, promises, covenants, agreements or
    understandings with respect to the Options other than those expressly set
    forth in this Stock Option Agreement and the Plan.

10. Applicable Laws and Regulations

    This Stock Option Agreement and Conexant's obligation to issue Option Shares
    hereunder are governed by the laws of California and the Federal law of the
    United States.


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