**Exhibit 10.2****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 D. Scott Mercer(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);          **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 24.          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 **April 14, 2008**(the “Effective Date”) and will conclude on **April 13, 2009**(the “Employment Period”); providedthat, on **April 14, 2009**, the Employment Period will automatically be extended for a single one(1)-year period 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 Chief Executive Officer of theCompany during the Employment Period. As Chief Executive Officer of the Company, the Executivewill render 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 Board ofDirectors of the Company (the “Board”) with regard to the Executive’s status and position withinthe Company. The Executive will remain a member of the Board of Directors and will continue toserve as such member for the duration of the Employment Period. The Executive will report directlyto the Board. The Executive will devote the Executive’s reasonable best efforts to the performanceof his 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’sother Board positions and
 

 
devoting 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 **$550,000.**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**one hundred percent (100%) of the Base Salary**(pro-rata for the time worked in the 2008 fiscalyear). In the event that a target bonus is not established with respect to the 2009 fiscal year orany 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 **$250,000**, to be disbursed when normal company bonuses are paid. For fiscalyear **2009**(which commences October 1, 2008), the Executive will be guaranteed a bonus of not lessthan **$250,000**, to be disbursed when normal company bonuses are paid. To be eligible for thesebonuses, the Executive must be employed by the Company as CEO at the time the bonuses are paid.          (c) Initial Equity Compensation. (i) On the Effective Date, Executive will be grantedtwo million (2,000,000**)**Restricted Stock Units (“Non-Performance RSU’s”). These Non-PerformanceRSU’s will vest fifty percent (50%) on the six (6)
 

 
month anniversary date of the Effective Date and fifty percent (50%) on the twelve (12) monthanniversary of the Effective Date, subject to the Executive’s continued employment as ChiefExecutive Officer (or continuous service as an on going member of the Board of Directors) with theCompany through such date. All Non-Performance RSUs shall be subject to the terms of thisAgreement and the relevant stock unit agreements and relevant stock plan under which theNon-Performance RSUs 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 in Companycommon stock held by the Executive will become fully vested contingent upon and immediately priorto the first Change of Control to occur following the Effective Date.               (iii) Notwithstanding any other provision of this Agreement to the contrary, except asotherwise provided in Section 1 of the respective Non-Performance RSU award agreement, any vestedNon-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 suchNon-Performance RSUs vest, or (ii) March 15 following the calendar year in which suchNon-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 **$10,000 (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 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 of the Executive’s duties hereunder, including the costs of entertainment,travel, and similar business expenses. The Company will promptly reimburse the Executive for allsuch expenses upon periodic presentation by the Executive of an accounting of such expenses onterms applicable to senior 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 the extent that it is determined, by any authority having jurisdiction, that anysuch Copyrightable Work is not a “work made for hire,” the Executive hereby assigns and agrees toassign to the Company all of the Executive’s rights, title and interest, including, withoutlimitation, copyright in and to such Copyrightable Work. The Executive will promptly disclose suchWork Product and Copyrightable Work to the Board and perform all actions reasonably requested bythe Board (whether during or after the Employment Period) to establish and confirm the Company’sownership (including, without limitation, assignments, consents, powers of attorney and otherinstruments).          (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 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 or by the Executive for Good Reason. Termination of the Employment Period will take effecton the Date of Termination. The Employment Period will be terminated under the followingcircumstances:          (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 timefor 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 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 without GoodReason. Any failure by the Company to extend Executive’s employment beyond April 13, 2010 will nottrigger any compensation obligation by the Company under Section 9 below.          9. Compensation upon Termination. The Executive’s services as both a Board Member(whether Chairman, Chairman of a Committee or otherwise) and Chief Executive Officer of the Companymust be terminated in order for the Executive to receive any payment or other benefit under thisSection 9. **Executive acknowledges and agrees that if he is replaced in his role as the ChiefExecutive Officer, but is permitted to retain his seat on the Company’s Board, he is entitled to nocompensation under this Section 9 (other than continued vesting of stock and/or options pursuant toapplicable plan documents).**          (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, ifthe Employment period terminates as a result of the Executive’s death, then all unvested stockoptions, Non-Performance RSUs and shares of non-performance based restricted stock in Companycommon stock held by the Executive will become fully vested immediately prior to Executive’s deathand, in the case of the stock options, fully exercisable as of the Date of Termination, and theExecutive’s estate will be entitled to exercise all such options until the earlier of: (i) thethird anniversary of the Executive’s Date of Termination or (ii) the expiration date of such optionset forth in the grant notice for the option award. The Company will have no further obligationsto the Executive under this Agreement or otherwise (other than pursuant to any employee benefitplan and 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 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 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 theCompany terminates the Employment Period because of the Executive’s Disability, then the Executivewill be entitled to the equity and health insurance portions of the Separation Benefits set forthin Section 9(e)(ii) and (iii). The Company will have no further obligations to the Executiveunder this Agreement or otherwise (other than pursuant to any employee benefit plan and anydisability 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 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 anysuch 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; 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).          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;  (B) a pro-rata portion of the Executive’s target bonus forthe fiscal year in which the Date of Termination occurs (such pro rataamount to be determined by multiplying such target bonus by a fraction, thenumerator of which is the number of days of the then current fiscal yearthat have elapsed before the Date of Termination, and the denominator ofwhich is three hundred and sixty-five (365) and if such amount were to bepaid FY08, no more than $250,000);  (C) the Base Salary multiplied by two (2);  (D) the Executive’s “annual target bonus” multiplied by two (2); and  (E) an additional payment of $200,000;          (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 group health insurance plans for a period of eighteen (18) months beginning onthe Date of Termination; and          (iii) all unvested stock options, Non-Performance RSUs and shares of non-performancebased restricted stock in Company common stock held by the Executive will become fullyvested and, in the case of the stock options, fully exercisable immediately prior toExecutive’s Date of Termination, and the Executive will be entitled to exercise all suchoptions until the earlier of: (A) the second anniversary of the Executive’s Date ofTermination or (B) the expiration date of such option set forth in the grant notice for theoption award. For purposes of this Section 9(e), the Executive’s “annual target bonus”will be equal to the Executive’s Base Salary then if effect.          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 to Section 9(e)(ii) shall be made assoon as administratively feasible following the Company’s receipt of appropriate documentation, butin no event after the later of (i) two and one-half (2 1/2) months after the end of the Company’sfiscal year in which such costs are incurred, or (ii) March 15 following the calendar year in whichsuch costs are incurred. Notwithstanding the foregoing, and to the extent applicable, the timingof such reimbursements, if any, shall be subject to any delay period required by Section 23 of thisAgreement.          (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 infurther consideration of the compensation being paid to the Executive hereunder, the Executiveagrees that if his principal place of employment becomes a state other than California, then duringthe Employment Period and for a period of twelve months following the termination of the EmploymentPeriod for any reason (the
 

 
“Restricted Period”), the Executive will not directly or indirectly own, manage, control,participate in, consult with, render services for, or in any manner engage in any businesscompeting with the businesses of the Company or its Affiliates, in any country where the Company orits Affiliates conducts business; provided, however, that passive investmentsamounting to no more than three percent of the voting equity of a business and the Executive’sother current positions and activities described 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. 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 will be determined that any payment or distribution by the Company or itsAffiliates to or for the benefit of the Executive (whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise, but determined without regardto any additional payments required under this
 

 
Section 11) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of theCode 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 collectivelyreferred to as the “Excise Tax”), then the Executive will be entitled to receive an additionalpayment (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), and Excise Tax imposedupon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to theExcise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section11(a), if it will be determined that the Executive is entitled to a Gross-Up Payment, but that thePayments do not exceed one hundred and ten percent (110%) of the greatest amount (the “ReducedAmount”) that could be paid to the Executive such that the receipt of the Payments would not giverise to any Excise Tax, then no Gross-Up Payment will be made to the Executive and the Payments, inthe aggregate, will be reduced to the Reduced Amount. Any reduction in payments and/or benefitsrequired by this Section 11 shall occur in the following order unless Executive elects in writing adifferent order prior to the date on which the event that triggers the severance payments andbenefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of acceleratedvesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stockoptions; and (4) reduction of other benefits paid to Executive. In the event that acceleration ofvesting of equity award compensation is to be reduced, such acceleration of vesting shall becancelled in the reverse order of the date of grant for Executive’s equity awards. In all cases,any Gross-Up Payment made in accordance with this Section 11 will be made no later than the end ofthe calendar year in which the Executive pays the Excise Tax and in compliance with Section 409A.          (b) Subject to the provisions of Section 11(c), all determinations required to be made underthis Section 11, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at such determinations, will bemade by Deloitte & Touche LLP or such other nationally recognized public accounting or law firmagreed to by the Executive and the Company (the “Accounting Firm”) which will provide detailedsupporting calculations both to the Company and the Executive within fifteen (15) business days ofthe receipt of notice from the Executive that there has been a Payment, or such earlier time as isrequested by the Company. In the event that the Accounting Firm is serving as an accountant orauditor for the individual, entity or group (other than the Company) effecting the change ofcontrol resulting in an Excise Tax, the Executive will appoint another nationally recognizedaccounting or law firm to make the determinations required hereunder (which accounting or law firmwill then be referred to as the Accounting Firm hereunder). All fees and expenses of theAccounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuantto this Section 11, will be paid
 

 
by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’sdetermination. Any determination by the Accounting Firm will be binding upon the Company and theExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at thetime of the initial determination by the Accounting Firm hereunder, it is possible that Gross-UpPayments 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 Companyexhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make apayment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment thathas occurred and any such Underpayment will be promptly paid by the Company to or for the benefitof the Executive and will be made no later than the end of the calendar year in which theUnderpayment is determined.          (c) The Executive will notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of the Gross-Up Payment.Such notification will be given as soon as practicable but no later than ten (10) business daysafter the Executive is informed in writing of such claim and will apprise the Company of the natureof such claim and the date on which such claim is requested to be paid. The Executive will not paysuch claim before the expiration of the thirty (30)-day period following the date on which it givessuch notice to the Company (or such shorter period ending on the date that any payment of taxeswith respect to such claim is due). If the Company notifies the Executive in writing before theexpiration of such period that it desires to contest such claim, the Executive will:          (i) give the Company any information reasonably requested by the Company relating to suchclaim;          (ii) take such action in connection with contesting such claim as the Company will reasonablyrequest in writing from time to time, including, without limitation, accepting legal representationwith 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 will bear and pay directly all costs andexpenses (including additional interest and penalties) incurred in connection with such contest andwill indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or incometax (including interest and penalties with respect thereto) imposed as a result of
 

 
such representation and payment of costs and expenses. Without limitation on the foregoingprovisions of this Section 11(c), the Company will control all proceedings taken in connection withsuch 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 orcontest the claim in any permissible manner, and the Executive agrees to prosecute such contest toa determination before any administrative tribunal, in a court of initial jurisdiction and in oneor more appellate courts, as the Company will determine; provided, however, that ifthe Company directs the Executive to pay such claim and sue for a refund, the Company will advancethe amount of such payment to the Executive, on an interest-free basis and will indemnify and holdthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax (includinginterest or penalties with respect thereto) imposed with respect to such advance or with respect toany imputed income with respect to such advance; and further provided that any extension of thestatute of limitations relating to payment of taxes for the taxable year of the Executive withrespect to which such contested amount is claimed to be due is limited solely to such contestedamount. Further, the Company’s control of the contest will be limited to issues with respect towhich a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle orcontest, as the case may be, any other issue raised by the Internal Revenue Service or any othertaxing authority.          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 11(c), the Executive becomes entitled to receive any refund with respect to such claim, theExecutive will (subject to the Company’s complying with the requirements of Section 11(c)) promptlypay to the Company the amount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto). If, after the receipt by the Executive of an amount advanced bythe Company pursuant to Section 11(c), a determination is made that the Executive will not beentitled to any refund with respect to such claim and the Company does not notify the Executive inwriting of its intent to contest such denial of refund before the expiration of thirty (30) daysafter such determination, then such advance will be forgiven and will not be required to be repaidand the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.          12. 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.