**Exhibit 10.3****EMPLOYMENT AGREEMENT**          This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the **14th day of April, 2008**, byand between Conexant Systems, Inc., a Delaware corporation (the “Company”), and Christian Scherp(the “Executive”).          **WHEREAS,**the Executive is currently serving the Company pursuant to an employment agreementbetween the parties previously entered into dated May 27, 2005, as amended March 15, 2007(collectively, the “Prior Employment Agreement”); and          **WHEREAS**, in order to also fully comply with recent guidance issued under Section 409A of theInternal Revenue Code of 1986, as amended (“Section 409A”), the parties hereto wish to enter intothis new Employment Agreement in accordance with the terms set forth herein; and          **WHEREAS,**this Agreement shall only become effective at the Effective Date (as defined inSection 2); and at the Effective Date, this Employment Agreement will replace and supersede anyother previous employment agreements or arrangements (verbal or written) (express or implied)between the Executive and the Company or any of its Affiliates or predecessors (except for theSection 5c of the “Prior Employment Agreement”), which shall automatically be terminated as of theEffective Date and shall be of no force or effect from and after the Effective Date; and          **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);          **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.          2. Term. Unless earlier terminated pursuant to Section 8, the new term of theExecutive’s employment hereunder in the positions referenced under Section 3 will begin as of **April14, 2008**(the “Effective Date”) and will conclude on **April 13, 2009**(the “Employment Period”);provided that, on **April 14, 2009**, the Employment Period will automatically be extended for a one(1)-year period on each anniversary of the
 

 
“Effective Date” unless either party gives written notice to the other party at least sixty(60) days before the end of the Employment Period that it does not wish such automatic one (1) yearextension to occur.          3. Position and Duties. The Executive will serve as President of the Company duringthe Employment Period. As President of the Company, the Executive will render executive, policy,and other management services to the Company of the type customarily performed by persons servingin a similar capacity and as reasonably determined by the Chief Executive Officer or Board ofDirectors of the Company (the “Board”) with regard to the Executive’s status and position withinthe Company. The Executive will report directly to the Chief Executive Officer. The Executivewill devote the Executive’s reasonable best efforts and full business time to the performance ofhis duties hereunder and the advancement of the business and affairs of the Company during theEmployment Period, it being understood that the Executive may, consistent with the other provisionsof this Agreement, pursue other outside interests including but not limited to the Executive’sdevoting time to managing the Executive’s personal investments and to charitable and communityactivities.          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 **$375,000.**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 materiallydecreased) at the discretion of the Board or the Compensation Committee. If the Executive’s BaseSalary is increased, the increased amount will be the Base Salary for the remainder of theEmployment Period. The Base Salary will be payable monthly or in such other installments as willbe consistent with the Company’s payroll procedures in effect from time to time.          (b) Bonus. During the Employment Period, the Executive will be eligible to earn anannual performance bonus in an amount determined at the discretion of the Board or the CompensationCommittee for each fiscal year. It is the intention of the parties hereto that the Company shallestablish a target bonus for the Executive with respect to each fiscal year of the EmploymentPeriod based upon overall performance of the Company and upon the Executive’s individualperformance. The Executive’s initial full year annual target bonus for the 2008 fiscal year will be**eighty percent (80%) of the Base**
 

 
**Salary**. In the event that a target bonus is not established with respect to the 2009 fiscalyear or any subsequent year, the Executive’s target bonus shall be deemed to be the target bonusestablished under this Agreement for the immediately preceding fiscal year.          Notwithstanding the foregoing, for the fiscal year **2008**, the Executive will be guaranteed abonus of not less than **$50,000**, to be disbursed during the first payroll period of 2009. To beeligible for any bonuses, the Executive must be employed by the Company as President at the timethe bonuses are paid.          In addition to any annual performance bonus payable under this Section 5(b), the Company shallpay the Executive within 30 days of the “Effective Date”, a special “one time” retention bonus inthe gross amount (subject to applicable taxes) of **$675,000**. While this “special” retention bonuswill be paid within 30 days, it will not be considered fully earned until April 30, 2009. Shouldthe Executive voluntarily terminate his employment for any reason (other than as a result of (i)death; or (ii) disability or be terminated for Cause before April 30, 2009, the Executive willrepay back to the Company any amounts actually received by the Executive within 30 days of hisTermination Date. If the Executive is involuntarily terminated for any other reason than Causebefore April 30, 2009, the Executive will be deemed to have earned the “special” retention bonus.          (c) Equity Compensation. (i) Executive’s current stock option holdings will continueto vest per their current terms and conditions. Executive’s Performance Share award of November14, 2007 will now, upon the Effective Date, have a new cliff vesting date of January 2, 2009 versusthe current November 14, 2009, subject to your continued employment as President through that date.All stock options, Performance Share awards, Performance RSUs and Non-Performance RSUs shall besubject to the terms of this Agreement and the relevant stock unit or option agreements andrelevant stock plan under which they are granted.               (ii) Notwithstanding the foregoing, in the event of a Change of Control, any unvested stockoptions, Non-Performance RSUs and shares of non-performance based restricted stock (including anyunvested portion of the November 14, 2007 Performance Share award) in Company common stock held bythe Executive will become fully vested contingent upon and immediately prior to the first Change ofControl to occur following the Effective Date.               (iii) Notwithstanding any other provision of this Agreement to the contrary, except asotherwise provided in your respective Performance RSU award agreement, any vested Performance orNon-Performance RSUs will be paid out immediately upon vesting and in no event after the later of(i) two and one-half (2 1/2) months after the end of the Company’s fiscal year in which suchPerformance or Non-
 

 
Performance RSUs vest, or (ii) March 15 following the calendar year in which such Performance orNon-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. In addition,during the Employment Period, the Executive will be paid **$7,500 (subject to applicable taxes)**permonth for living and transportation expenses.          (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 be entitled to their current vacation schedule of 4weeks.          (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 anddevelopment or existing or future products or services of the Company or its Affiliates and theirpredecessors that are conceived, developed, made or reduced to practice by the Executive whileemployed by the Company or any of its predecessors (“Work Product”) belong to the Company, and theExecutive hereby assigns, and agrees to assign, all of the Executive’s rights, title and interestin and to the Work Product to the Company. Any copyrightable work (“Copyrightable Work”) preparedin whole or in part by the Executive in the course of the Executive’s work for any of the foregoingentities will be deemed a “work made for hire” under the copyright laws, and the Company will ownall 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 andagrees 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 will promptlydisclose such Work Product and Copyrightable Work to the Board and perform all actions reasonablyrequested by the Board (whether during or after the Employment Period) to establish and confirm theCompany’s ownership (including, without limitation, assignments, consents, powers of attorney andother 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 beconstrued as prohibiting the Company from pursuing any other remedies available to it for suchbreach or threatened breach, including, without limitation, recovery of damages 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 12. 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 if the termination is being effected by the Company forCause. Termination of the Employment Period will take effect on the Date of Termination. TheEmployment Period will be terminated 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 has a Disability, or (ii) with or without Cause;          (c) By the Executive. The Executive may terminate the Employment Period at any time;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 by the Company to theExecutive will 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 tothe Company will be treated as a termination of the Employment Period by the Executive.          9. Compensation upon Termination. The Executive’s services as President of theCompany must be terminated in order for the Executive to receive any payment or other benefit underthis 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 any such plans or programs. 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 stock in Company common stockheld by the Executive will become fully vested immediately prior to Executive’s death and, in thecase of the stock options, fully exercisable as of the Date of Termination, and the Executive’sestate will be entitled to exercise all such options until the earlier of: (i) the thirdanniversary of the Executive’s Date of Termination or (ii) the expiration date of such option setforth in the grant notice for the option award. The Company will have no further obligations tothe Executive under this Agreement or otherwise (other than pursuant to any employee benefit planand any life insurance, death in service or other equivalent policy for the benefit of theExecutive).          (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 of Termination any accrued but unpaid Base Salary through the Date of Termination. All otherunpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date ofTermination in connection with any fringe benefits or under any bonus or incentive compensationplan or program of the Company pursuant to Sections 5(b), (c) and (d) will be paid in accordancewith the terms of any such plans or programs. In addition, if the Company terminates theEmployment Period because of the Executive’s Disability, then the Executive will be entitled to theequity and health insurance portions of the Separation Benefits set forth in Section 9(e)(ii) and(iii). The Company will have no further obligations to the Executive under this Agreement orotherwise (other than pursuant to any employee benefit plan and any disability or other medicalinsurance policy for the benefit of the Executive).          (c) By the Company for Cause; By the Executive. If the Company terminates theEmployment Period for Cause or if the Executive terminates the Employment Period, the Company willpromptly pay to the Executive 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 any such plans or programs.          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. If the Company terminates the Employment Periodother than for Cause, Disability or death, the Executive will be
 

 
entitled to the Separation Benefits (as defined in Section 9(e)). Other than as set forthherein, the Company will have no further obligations to the Executive under this Agreement orotherwise (other than pursuant to any employee benefit plan).          As an express condition precedent to Executive receiving any Separation Benefits under thisSection 9, Executive must execute and not revoke a unilateral general release of claims in a formsatisfactory to the Company within sixty (60) calendar days of the Date of Termination. Nothing inthis Section 9(d) will be deemed to operate or will operate as a release, settlement or dischargeof any liability of the Executive to the Company or others for any action or omission by theExecutive, including without limitation any actions which formed, or could have formed, the basisfor 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; and  (B) an additional payment of **$125,000**;          (ii) reimbursement by the Company for the cost of coverage of Executive and/orExecutive’s covered dependents pursuant to the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended, or similar state statute (“COBRA”) for premiums under theCompany’s health insurance plans for a period of eighteen (18) months following the Date ofTermination, provided that Executive timely elects COBRA coverage and submits proof ofpremium payments to the Company, and          (iii) all unvested stock options, Non-Performance RSUs and shares of non-performancebased restricted stock in Company common stock (including the November 14, 2007 PerformanceShare award) held by the Executive will become fully vested and, in the case of the stockoptions, fully exercisable immediately prior to Executive’s Date of Termination, and theExecutive will be entitled to exercise all such options until the earlier of: (A) the 18month anniversary of the Executive’s Date of Termination or (B) the expiration date of suchoption 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 stock in Company common stock pursuant to Section9(e)(iii) will be made by the Company within thirty (30) days following the Date of Termination,except for any delay period required by Section 23 of this Agreement. Reimbursements pursuant toSection 9(e)(ii) shall be made as soon as administratively feasible following the Company’s receiptof appropriate documentation, but in no event after the later of (i) two and one-half (2 1/2) monthsafter the end of the Company’s fiscal year in which such costs are incurred, or (ii) March 15following the calendar year in which such costs are incurred. Notwithstanding the foregoing, andto the extent applicable, the timing of such reimbursements, if any, shall be subject to any delayperiod required by Section 22 of this Agreement.          (f) Damages. The Executive agrees that, except for such other payments and benefitsto which the Executive may be entitled as expressly provided by the terms of this Agreement or anyapplicable Company plan, such amounts will be in lieu of all other claims for damages that theExecutive may make with respect to the termination of the Executive’s employment, the EmploymentPeriod or any such breach of this Agreement. In no event will the Executive be obligated to seekother employment or take any other action by way of mitigation of the amounts payable to theExecutive under any of the provisions of this Agreement, and, except as specifically provided inclause (ii) of Section 9(e), such amounts will not be reduced whether or not the Executive obtainsother employment.          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 Executive and theCompany jointly acknowledge that Executive’s initial and principal place of employment is NewportBeach, California, and therefore, this section 10 (a) is NOT in force and effect on the EffectiveDate. However, the Executive further acknowledges that in the course of the Executive’s employmentwith the Company and its Affiliates and their predecessors, the Executive has and will continue tobecome familiar with the trade secrets of, and other confidential information concerning, theCompany and its Affiliates and their predecessors, that the Executive’s services will be ofspecial, unique and extraordinary value to the Company and its Affiliates and that the Company’sability to accomplish its purposes and to successfully pursue its business plan and compete in themarketplace depends substantially on the skills and expertise of the
 

 
Executive. Therefore, and in further consideration of the compensation being paid to theExecutive hereunder, the Executive agrees that if his principal place of employment becomes a stateother than California, then during the Employment Period and for a period of twelve monthsfollowing the termination of the Employment Period for any reason (the “Restricted Period”), theExecutive 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 the businesses of theCompany 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 percentof the voting equity of a business and the Executive’s other current positions and activitiesdescribed in Section 3 will not be prohibited hereby.          (b) Nonsolicitation. Executive agrees that, during the Employment Period and for aperiod of twelve (12) months following the termination of the Employment Period for any reason, theExecutive will not directly or indirectly (i) induce or attempt to induce any employee of theCompany or any Affiliate to leave the employ of the Company or such Affiliate, or in any waywillfully interfere with the relationship between the Company or any Affiliate and any employeethereof, or (ii) induce or attempt to induce any customer, supplier, licensee or other businessrelation of the Company or any Affiliate to cease doing business with the Company or suchAffiliate, 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 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 or mailed by first class registered or certified mail, postage prepaid,addressed as follows:          (a) If to the Company:  Conexant Systems, Inc.