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Exhibit 10.1
  
 Separation Agreement and Release
   1.
    
    Separation from Employment. The Company has elected to terminate your employment
without cause in accordance with Section 8(b)(ii) of the Employment Agreement dated June 21,
2007 between you and the Company (the Employment Agreement). This Agreement constitutes
your Notice of Termination under the Employment Agreement. Your last day of employment with
the Company shall be April 25, 2008 (the Date of Termination). By executing this Agreement,
you also hereby resign, effective as of the Date of Termination, (i) from any officer,
director or similar positions that you hold with the Company or any of its affiliates (defined
as any entity controlling, controlled by or under common control with the Company, and the
term control means the ownership of a majority of the voting interests of such entity) or
subsidiaries (collectively with the Company, the Company Entities), and (ii) from any
positions that you hold on any committees within the Company Entities, including committees of
the Board of Directors and similar governing bodies. You agree to take any action reasonably
required of you by the Company Entities to effectuate any such resignation.2.
    
    Accrued Obligations. Within thirty (30) days after the Date of Termination, you will
be paid any accrued but unpaid portions of your Annual Base Salary and any unused vacation
benefits that you have accrued through the Date of Termination. In addition, any other
amounts or benefits required to be paid or provided, or which you are entitled to receive,
under any plan, program, policy or practice of the Company or its affiliates to the extent
unpaid will be payable in accordance with the terms of the plan, program, policy or practice
under which the compensation was deferred (as such may have been amended to comply with
Section 409A).3.
    
    Mutual Non-Disparagement. You and the Company each agree not to make any defamatory
or disparaging statements about the reputation, business dealings, or character of the other.
However, you agree that the Company shall only be responsible for (i) such statements
made by, or at the express direction of, any board member or executive officer of the Company,
or (ii) such statements made in an official public statement by the Company (such as a press
release, press conference, analyst call, etc.); provided, that the Company shall use




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commercially reasonable efforts to stop any such statements by Company employees and agents
should you advise the Company with specific information that such statements are occurring.4.
    
    Separation Benefits. Subject to your executing and not revoking this Agreement, you
will be paid a lump sum payment of $2,716,438 within thirty (30) days of the Date of
Termination, as payment of your total Separation Benefits as defined in the Employment
Agreement. Your total Separation Benefits consist of (a) pro-rata portion of the current
fiscal year bonus ($316,438) payable pursuant to Section 9 (e)(i)(B) of the Employment
Agreement, (b) two times your base salary ($550,000) payable pursuant to Section 9(e)(i)(C) of
the Employment Agreement, (c) two times your annual target bonus ($550,000) payable pursuant
to Section 9(e)(i)(D) of the Employment Agreement, and (d) $200,000 payable pursuant to
Section 9(e)(i)(E) of the Employment Agreement.5.
    
    COBRA Reimbursement. For up to eighteen (18) months after the Date of Termination,
the Company will reimburse you the cost of your COBRA premiums for continued health coverage
under the Companys medical and dental plans, provided that you timely elect COBRA coverage
and submit proof of premium payment to the Company. These benefits are provided pursuant to
Section 9(e)(ii) of the Employment Agreement and subject to your executing and not revoking
this Agreement.6.
    
    Equity Arrangements. Subject to your executing and not revoking this Agreement, all
unvested options to purchase Company Common Stock held by you will become fully exercisable on
the later of (i) the Date of Termination and (ii) the Effective Date of this Agreement. You
will be entitled to exercise all such options until the earlier of (a) the second anniversary
of your Date of Termination, and (b) the expiration date of the option set forth in the grant
notice for the option award. In the event that you do not exercise any or all of your stock
options during such exercise periods, all such stock options will terminate upon the
expiration of the date(s) described in the immediately preceding sentence. In addition, all
Non-Performance RSUs and/or shares of Non-Performance based Restricted Company Common Stock
held by you will be fully vested on the first trading day of the next open trading window
after the Effective Date of this Agreement. You acknowledge and agree that the conditions upon
which you would vest any Performance-Based RSUs and/or shares of Performance-Based Restricted
Company Stock were not satisfied and, thus, are forfeited on the Date of Termination.7.
    
    No Other Compensation. You acknowledge and agree that as of the Date of Termination,
you will not be eligible for any further compensation or benefits from the Company, except as
set forth in this Agreement and the Surviving Agreements.8.
    
    Business Expenses. The Company will reimburse you for any un-reimbursed, reasonable
business expenses incurred by you on or before the Date of Termination, pursuant to the
Companys reimbursement policies, provided that you present all expense reports to the Company
in accordance with such policies. Executive acknowledges and agrees that any pending charges
on his Conexant Corporate American Express Card are his responsibility to pay and settle,
provided that he may submit all proper business expenses to the Company for reimbursement. In
addition, the Company will pay on your behalf the reasonable attorneys fees and expenses
incurred by you in connection with this Agreement and the Release up to a
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maximum amount of $10,000, and subject to appropriate tax reporting requirements, provided that
you present an expense report to the Company for such attorneys fees and expenses. All such
expense reports must be submitted within thirty (30) days following the Effective Date of this
Agreement.9.
    
    Withholding Taxes and Other Deductions. The Company will withhold from any payments
which are made to you, but only at the time such payments are actually made to you under this
Agreement, any applicable federal, state, local, and any other taxes, and such other
deductions as are prescribed by law.10.
    
    Return of Company Property. You are obligated to return any and all equipment,
products, and property, including but not limited to work files and computers, either
belonging to the Company or associated with your employment with the Company, that are
currently in your possession or under your control, to a designated Company representative on
the Date of Termination.11.
    
    Cooperation. You agree to cooperate with the Company and be reasonably available to
the Company with respect to continuing or future matters arising out of your employment or any
other relationship with the Company, whether such matters are business-related, legal, or
otherwise. It is agreed that (a) the Company will provide you with reasonable advance notice
regarding these activities, (b) any requests made hereunder by the Company will be made in
good faith and will not unreasonably interfere with your duties to any subsequent employer,
and (c) the Company will reimburse you for any out-of-pocket expenses incurred in connection
with such cooperation.12.
    
    General Release. As a condition to the payment of the Separation Benefits and any
other benefits provided under this Agreement, you must execute the Release attached hereto as
Exhibit A.13.
    
    Neutral Reference and Verification of Employment. If requested, the Company will
provide your prospective employers with a neutral reference. Generally, such reference is
limited to a verification of your date of hire, last date of employment, and job title with
the Company.14.
    
    Entire Agreement. This Agreement, together with (i) the Conexant Systems, Inc. 2004
New-Hire Equity Incentive Plan adopted on February 6, 2004, (ii) the Conexant Systems, Inc.
Stock Option Grant Notice dated July 9, 2007 awarding you 3,000,000 options to purchase the
Companys common stock, (iii) the Conexant Systems, Inc. Restricted Stock Unit Award Grant
Notice dated July 9, 2007 awarding you 1,000,000 restricted stock units, (iv) the Conexant
Systems, Inc. Restricted Stock Unit Award Grant Notice dated July 9, 2007 awarding you 500,000
restricted stock units, (v) Sections 7, 9, 10, 11, 12, and 23 of the Employment Agreement,
together with any obligation of the Company to make payments under the Employment Agreement
that survive pursuant to the terms of the Employment Agreement, and (vi) your rights to
indemnification as an officer or director of the Company or any affiliate of the Company,
whether set forth in the certificate of incorporation, bylaws or other organizational
documents, insurance or agreement (together, (i)-(vi) above, the Surviving Agreements), sets
forth the entire agreement of the parties hereto with respect to your separation from
employment with the Company, and except as otherwise specified in this Agreement, supersedes
any and all prior agreements, oral or written, with respect thereto,
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including without limitation the remainder of the Employment Agreement. In the event of any
terms of the Surviving Agreements contravene this Agreement, the terms of this Agreement shall
control. Each of the Surviving Agreements (or surviving portions thereof) shall be deemed
incorporated by reference into, and made a part of, this Agreement.15.
    
    Amendment; Waiver. This Agreement may not be amended, altered, or modified except by
an instrument in writing duly executed by the parties hereto. Neither the waiver by either of
the parties hereto of a breach of or a default under any of the provisions of this Agreement,
nor the failure of either of the parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege hereunder, will thereafter
be construed as a waiver of any subsequent breach or default of a similar nature, or as a
waiver of any such provisions, rights, or privileges hereunder.16.
    
    Governing Law. This Agreement, the rights and obligations of the parties hereto, and
any claims or disputes relating thereto, will be governed by and construed in accordance with
the laws of the State of Texas without giving effect to its conflict of laws principles.17.
    
    Acknowledgements. Each party acknowledges that the consideration given to such party
under this Agreement is in excess of any obligations that the other party may otherwise have
to such party. You also acknowledge that this Agreement is voluntarily entered into by you in
consideration of the undertakings by the Company as set forth herein and that you have been
advised to consult with an attorney prior to signing this Agreement. This Agreement is
entered into without reliance on any promise or representation, written or oral, other than
those expressly contained herein.18.
    
    Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same
instrument.
  CONEXANT SYSTEMS, INC.By:Name:Title: 
 
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Exhibit A
 GENERAL RELEASE AGREEMENT
 Conexant Systems, Inc. Daniel Artusi as amended et seq as amended et seq as amended et seq as amended et seq as amended et seq as amended et seq as amended et seq et seq as amended et seq provided however




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Michael H. Vishny
 After seven (7) days pass without Mr. Vishnys receipt of a written notice of revocation, this
General Release will become binding and effective on the eighth day
(the Effective Date ).
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Daniel Artusi
    
    Date
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