EXECUTION COPY
 **AMENDMENT TO EMPLOYMENT AGREEMENT**     ThisAMENDMENT (this “Amendment”) is entered into as of this 29 day of May, 2008 (the“Amendment Effective Date”), by and between Conexant Systems, Inc., a Delaware corporation (the“Company”), and Mark Peterson (the “Executive”).     WHEREAS, the parties hereto previously entered into an employment agreement dated as ofFebruary 18, 2008 (the “Employment Agreement”); and     WHEREAS, the parties hereto wish to amend the Employment Agreement in accordance with theterms set forth herein;     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.   A new Section 5(b)(iii) is hereby added to the Employment Agreement to read as follows:     “(iii) Within thirty (30) days following the Amendment Effective Date (asthat term is defined in the amendment to this Agreement datedMay 29, 2008), theCompany will pay to the Executive a retention bonus in the gross amount (subjectto applicable withholdings) of $400,000 (the “Retention Bonus”). Once paid to theExecutive, the Retention Bonus will not be considered to be earned by theExecutive unless he remains actively employed by the Company through the 18-monthanniversary of the Amendment Effective Date (the “Vesting Date”). In the eventthat the Executive is involuntarily terminated by the Company for Cause, or if theExecutive resigns from his employment with the Company other than for Cause, on orbefore the Vesting Date, then the Executive will be required to pay back to theCompany within thirty (30) days following his Date of Termination any portion ofthe Retention Bonus actually received by him, or if the Retention Bonus has notbeen paid to the Executive by such Date of Termination, then the Company will notbe obligated to make such payment. If the Executive is involuntarily terminatedby the Company for a reason other than Cause, or if the Executive resigns from hisemployment with the Company for Good Reason (as defined in Section 23 of theEmployment Agreement), on or before the Vesting Date, then the Executive will bedeemed to have fully earned the Retention Bonus.”
 

 
     2.   Section 9(e)(i) of the Employment Agreement is hereby amended and restated in its entiretyto read as follows:     “(i) payment by the Company to the Executive of a cash lump sum equal to: (A) any accrued but unpaid Base Salary through the Dateof Termination and all other unpaid amounts, if any, which theExecutive has accrued and is entitled to as of the Date ofTermination; and  (B) subject to Section 22(a), $150,000.”     3.   Clause (ii) in the definition of “Cause” contained in Section 23 of the EmploymentAgreement is hereby amended and restated in its entirety to read as follows:“(ii) the Executive’s substantial and repeated failure to perform the duties ofthe office(s) held by the Executive, as reasonably directed by the Board or theChief Executive Officer of the Company, if such failure is not cured within thirty(30) days after the Executive receives written notice thereof;”     4.   Continued Validity of the Employment Agreement. Except as amended and supersededby this Amendment, the Employment Agreement will remain in full force and effect, will continue tobind the parties hereto, and will continue to govern the terms and conditions of the Executive’scontinued employment with the Company. To the extent that the terms of this Amendment conflict orare inconsistent with the terms of the Employment Agreement, the terms of this Amendment willgovern.     5.   Entire Agreement. This Amendment and the Employment Agreement, to the extent notamended and superseded by this Amendment, constitute the entire agreement between the partieshereto respecting the employment of the Executive with the Company (the “Entire Agreement”). Therebeing no representations, warranties, or commitments between the parties hereto except as set forthin the Entire Agreement, the Entire Agreement replaces and supersedes any other employmentagreement or arrangement, oral or written, between the Executive and the Company or any of itsAffiliates or predecessors.     6.   Amendment Effective Date. This Amendment will become binding once both partieshereto have executed this Amendment. Once executed, this Amendment will be effective as of theAmendment Effective Date.
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     7.   Governing Law. This Amendment, the rights and obligations of the parties hereto,and any claims or disputes relating thereto, will be governed by and construed in accordance withthe laws of the State of California (but not including the choice of law rules thereof).     8.   Counterparts. This Amendment may be executed in several counterparts, each ofwhich shall be deemed to be an original, and all such counterparts when taken together shallconstitute one and the same original.     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused thisAmendment to be duly executed on their behalf, as of the day and year first written above.      CONEXANT SYSTEMS, INC.