**EXHIBIT 10.35****AMENDMENT**     This Amendment (the “Amendment”) to that certain Employment Agreement dated July 22, 2005 (the“Employment Agreement”) by and between Mark Richman (the “Employee”) and Terayon CommunicationSystems, Inc., a Delaware corporation (the “Company”), is entered into by and between the Employeeand the Company on May 10, 2007. Capitalized terms used in this Amendment that are not otherwisedefined herein shall have the respective meanings set forth in the Employment Agreement.     **Whereas**, the Employment Agreement provides for, among other provisions, the paymentof severance to the Employee upon an Involuntary Termination that includes an amount equal to amultiple of the greater of (i) the Employee’s annual performance bonus (excluding any one-timeretention or hiring bonuses) for the most recent calendar year completed prior to the effectivedate on which the Employee’s employment is terminated or (ii) the Employee’s target performancebonus in effect for the year in which the Employee’s employment is terminated; and     **Whereas**, the Company has elected to defer the adoption of the Company’s 2007Corporate Bonus Program and 2007 Section 16 Officer Plan (collectively, the “Bonus Plans”) at therequest of Motorola, Inc., a Delaware corporation (“Parent”), in connection with that certainMerger Agreement, dated as of April 21, 2007 (the “Merger Agreement”), by and among the Company,Parent and Motorola GTG Subsidiary VI Corp., a Delaware corporation and wholly-owned subsidiary ofParent (“Merger Sub”), and the transactions contemplated thereby, including, among other things,the merger of Merger Sub with and into Company, with the Company continuing as a survivingcorporation and wholly-owned subsidiary of Parent (the “Merger”); and     **Whereas**, the Company has determined that deferral of the adoption of the Bonus Plansmay adversely impact the formulation used to calculate severance payable under the EmploymentAgreement in the event of an Involuntary Termination, and to preserve the original intent of theEmployment Agreement as described in the first recital to this Amendment, the Company now finds itin the best interests of the Company to amend such formulation on the terms set forth in thisAmendment; and     **Whereas**, the Company and the Employee intend that this Amendment be conditioned upon,and effective immediately prior to, the consummation of the Merger; and     **Whereas**, the Employee is agreeable to the Amendment and now wishes to manifest hisconsent to the Amendment.     **NOW**, **THEREFORE**, in consideration of the foregoing and for good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the Company and theEmployee agree as follows:
 

 
**I. Amendments to Employment Agreement.**The Employment Agreement is hereby amended in the followingrespects:     **A. **Section 6(b)(ii) of the Employment Agreement is hereby deleted in its entirety and replacedand superseded by the following:“(ii) the greater of (A) the Employee’s annual performance bonus (excluding anyone-time retention or hiring bonuses) paid with respect to calendar year 2006 or (B)the 2007 Target Bonus Amount.”     **B. **The following newly created defined term is hereby incorporated into the EmploymentAgreement as Section 11(a) thereto:“(a) **Definition of ‘2007 Target Bonus Amount.’**For purposes of Section 6(b) andSection 6(c) hereof, “2007 Target Bonus Amount” shall mean:An amount equal to 75 percent of the Employee’s Base Salary that is in effect forthe calendar year 2007.” For the avoidance of doubt, the 2007 Target Bonus Amountshall mean $225,000.     **C. **Prior to giving effect to this Amendment, the section of the Employment Agreementidentified as Section 11(a) of the Agreement, and each other section of the Employment Agreementthat is affected by the Amendment (the “Former Section Numbers”), shall be amended to reflect a newsection number, and all other sections of the Employment Agreement making reference to the FormerSection Numbers shall be revised accordingly to give effect to this Amendment.**II. Effectiveness of Amendment.**The Company and the Employee hereby acknowledge and agree that theAmendment is conditioned upon, and shall not become effective until immediately prior to, theconsummation of the Merger. In the event that the Merger Agreement is terminated in accordancewith its terms, the Company and the Employee hereby agree that this Amendment shall terminateeffective as of the date of such termination and without any further action of the parties hereto,and neither party shall have any liability to the other with respect to the provisions containedherein.**III. Employee’s Consent.**The Employee hereby acknowledges, is agreeable to and hereby consents tothe amendments to the Employment Agreement contemplated by this Amendment.**IV. Scope of Amendment.**Except and only to the extent specifically contemplated herein, all of theterms and conditions of the Employment Agreement are hereby ratified and confirmed and shall remainin full force and effect. In case of any conflict or inconsistency between the provisions of thisAmendment and the Employment Agreement, this Amendment shall control. This Amendment may beexecuted in multiple counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.**[SIGNATURE PAGE FOLLOWS]**
 

 
     IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of theCompany by its duly authorized officer, as of the day and year first above written.      /s/ Mark Richman   Mark Richman   TERAYON COMMUNICATION SYSTEMS, INC.