**EXHIBIT 10-k-12****EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the                      day of August, 2007,by and between Conexant Systems, Inc., a Delaware corporation (the “Company”), and Karen Roscher(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 September 10,2007 (the “Effective Date”) and will conclude on September 9, 2009 (the “Employment Period”);provided that, beginning on September 10**,**2009 and on each anniversary of that date thereafter, theEmployment Period will automatically be extended for a one-year period unless either party giveswritten notice to the other party at least sixty days before the end of the Employment Period (orextended Employment Period, as the case may be) that it no longer wishes such automatic one yearextensions to continue.     3. Position and Duties. The Executive will serve as Senior Vice President & ChiefFinancial Officer of the Company during the Employment Period. As Senior Vice President & ChiefFinancial Officer of the Company, the Executive will be an executive officer of the Company andrender 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 President &Chief Executive Officer with regard to the Executive’s status and position within the Company. TheExecutive will report directly to the President & Chief Executive Officer. The Executive willdevote the Executive’s reasonable best efforts and substantially full business time to theperformance of the Executive’s duties hereunder and the advancement of the business
 

 
and affairs of the Company during the Employment Period, it being understood that theExecutive may, consistent with the other provisions of this Agreement, pursue other outsideinterests, including but not limited to devoting time to managing the Executive’s personalinvestments and to charitable and community activities.     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 $325,000. 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 decreased)at the discretion of the Board or the Compensation Committee. If the Executive’s Base Salary isincreased, the increased amount will be the Base Salary for the remainder of the Employment Period.The Base Salary will be payable monthly or in such other installments as will be consistent withthe Company’s payroll procedures in effect from time to time.     (b) Bonus. (i) During the Employment Period, the Executive will be eligible to earnan annual performance bonus in an amount determined at the discretion of the Board or theCompensation Committee for each fiscal year. It is the intention of the parties hereto that theCompany shall establish a target bonus for the Executive with respect to each fiscal year of theEmployment Period based upon overall performance of the Company and upon the Executive’s individualperformance. The Executive’s initial full year annual target bonus will be 60% of the Base Salary(pro-rata for the time worked in the fiscal year). In the event that a target bonus is notestablished with respect to any subsequent year, the Executive’s target bonus shall be deemed to bethe target bonus established under this Agreement for the immediately preceding year. Notwithstanding the foregoing, for the fiscal year 2008 (which commences in October 2007), theExecutive will be guaranteed a bonus of not less than $100,000, to be disbursed when normal companybonuses are paid.     (ii) In addition to any annual performance bonus payable under this Section 5(b), the Companyshall pay the Executive within thirty (30) days of commencing employment, a special “one time”bonus in the gross amount (before applicable taxes) of $150,000 (of which $50,000 is targeted toassisting you assimilate to the higher cost area geography of Orange County, California) . Whilethis “special” bonus will be paid within thirty (30) days of commencing employment, it will not beconsidered fully earned until
 

 
the first anniversary date of the “Effective Date” of this Agreement. Should the Executivevoluntarily terminate her employment for any reason (other than as a result of death or Disability)or be terminated for Cause before the first anniversary date of this Agreement, the Executive willowe the gross amount back to the Company within 30 days of her Termination Date. If the Executiveis involuntarily terminated for any other reason than Cause before the first anniversary date ofthis Agreement, the Executive will be deemed to have earned the “special” bonus.     (c) Equity Compensation. (i) On the Effective Date, the Company will grant to theExecutive options to purchase 1,000,000 shares of Company Common Stock (“Stock Options”), with anexercise price equal to the fair market value of the Company Common Stock on the date of grant,such options to become exercisable as follows: (A) one-third of the options will become exercisableon the first anniversary of the Effective Date; (B) one-third of the options will be comeexercisable on the second anniversary of the Effective Date; and (C) one-third of the options willbecome exercisable on the third anniversary of the Effective Date. In addition, on the EffectiveDate, you will be granted 360,000 Restricted Stock Units (“Non-Performance RSU’s”). TheseNon-Performance RSU’s will vest one-third each year on the first, second and third anniversarydates of the Effective Date. On the Effective Date, you will also be made a grant of 250,000Performance Restricted Stock Units (“Performance RSU’s”). These Performance RSU’s are subject tovest under the following conditions: (A) one-third will vest if the Company’s Common Stocksustains an average closing price of $3.00 over a 60 calendar day period; (B) one-third will vestif the Company’s Common Stock sustains an average closing price of $4.50 over a 60 calendar dayperiod; and (C) one-third will vest if the Company’s Common Stock sustains an average closing priceof $6.00 over a 60 calendar day period. Any unvested portion of the initial Performance RSU grantafter five (5) years will be forfeited.          (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 Company Common Stockwill become fully vested contingent upon and immediately prior to such Change of Control. Inaddition, in the event of a Change of Control, if and to the extent not already vested, (A)one-third of the Performance RSUs granted as of the Effective Date will vest contingent upon andimmediately prior to such Change of Control if the closing price of the Company’s Common Stock (or,in the event of a Change of Control that is a Corporate Transaction, the price per share of CommonStock in such Corporate Transaction) is at least $3.00 on the date of such Change of Control, (B)an additional one-third of such Performance RSUs will vest contingent upon and immediately prior tosuch Change of Control if the closing price of the Company’s Common Stock (or, in the event of aChange of Control that is a Corporate Transaction, the price per share of Common Stock in suchCorporate Transaction) is at least $4.50 on the date of such Change of Control, and (C) the
 

 
remaining one-third of such Performance RSUs will vest contingent upon and immediately prior tosuch Change of Control if the closing price of the Company’s Common Stock (or, in the event of aChange of Control that is a Corporate Transaction, the price per share of Common Stock in suchCorporate Transaction) is at least $6.00 on the date of such Change of Control.          (iii) Notwithstanding any other provision of this Agreement to the contrary, except asotherwise provided in Section 1 of the respective Non-Performance RSU and Performance RSU awardagreements, any vested Non-Performance RSUs or Performance RSUs will be paid out immediately uponvesting and in any event no later than March 15th of the calendar year of the yearfollowing the year in which such Non-Performance RSUs or 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.Upon the Executive’s start date, the Executive will be eligible to utilize the Company’s relocationbenefits as outlined in the summary sheet included in her offer package. Upon formal acceptance, arelocation coordinator will be assigned to the Executive to help facilitate the move process. PerCompany policy, the Executive will be required to sign an employee reimbursement agreement in orderto initiate relocation benefits. Such agreement outlines the Executive’s responsibilities(repayment of relocation costs) should she voluntarily terminate her employment or be terminatedfor Cause within 24 months of the Executive’s relocation date. The repayment schedule would be100% within the first 12 months after the relocation and a pro-rata schedule in the second twelvemonths (at the same percentage rates found in Appendix A). The Executive will have twelve monthsfrom her start date to exercise her relocation benefits.     (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 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 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 “workmade for hire” under the copyright laws, and the Company will own all rights therein. To theextent that it is determined, by any authority having jurisdiction, that any such CopyrightableWork is not a “work made for hire,” the Executive hereby assigns and agrees to assign to theCompany all of the Executive’s rights, title and interest, including, without limitation, copyrightin and to such Copyrightable Work. The Executive will promptly disclose such Work Product andCopyrightable Work to the Board and perform all actions reasonably requested by the Board (whetherduring or after the Employment Period) to establish and confirm the Company’s ownership (including,without limitation, assignments, consents, powers of attorney and other 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 will 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 under the provision so indicated. Termination of theEmployment Period will take effect on the Date of Termination. The Employment Period will beterminated 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 will have been unable to perform all of the Executive’s duties hereunder by reason ofillness, physical or mental disability or other similar incapacity, which inability will continuefor more than three consecutive months, or any six months in a twelve-month period (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 tendered by the Companyto the Executive will be treated as a termination of the Employment Period by the Company withoutCause. The expiration of the Employment Period due to a notice of non-renewal tendered by theExecutive to the Company will be treated as a voluntary termination of the Employment Period by theExecutive.     9. Compensation upon Termination. The Executive’s employment as Senior Vice Presidentand Chief Financial Officer of the Company must be terminated in order for the Executive to receiveany payment or other benefit under this 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 such arrangements. 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 Company Common Stock held bythe Executive will become fully vested and, in the case of the Stock Options, fully exercisable onthe Date of Termination, and the Executive will be entitled to exercise all such options until theearlier of (i) the third anniversary of the Executive’s Date of Termination and (ii) the expirationdate of such option set forth in the grant notice for the option award. The Company will have nofurther obligations to the Executive under this Agreement or otherwise (other than pursuant to anyemployee benefit plan and any life insurance, death in service or other equivalent policy for thebenefit of the Executive).     (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 programof the Company pursuant to Sections 5(b), (c) and (d) will be paid in accordance with the terms ofsuch arrangements. In addition, if the Company terminates the Employment Period because of theExecutive’s Disability, then the Executive will be entitled to the equity and health insuranceportions of the Separation
 

 
Benefits set forth in Section 9(e)(ii) and (iii). The Company will have no furtherobligations to the Executive under this Agreement or otherwise (other than pursuant to any employeebenefit plan and any disability or other medical insurance policy for the benefit of theExecutive).          (c) By the Company for Cause; By the Executive For Any Reason. If the Companyterminates the Employment Period for Cause or if the Executive terminates the Employment Period forany reason, the Company will promptly pay to the Executive after the Date of Termination anyaccrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any,which the Executive has accrued and is entitled to as of the Date of Termination in connection withany fringe benefits or under any bonus or incentive compensation plan or program of the Companypursuant to Sections 5(b), (c) and (d) will be paid in accordance with the terms of sucharrangements.          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 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).          If requested by the Company, the Executive will execute a customary general release in a formsatisfactory to the Company in furtherance of this Agreement and as a condition to the receipt ofany Separation Benefits. Nothing in this Section 9(d) will be deemed to operate or will operate asa release, settlement or discharge of any liability of the Executive to the Company or others forany action or omission by the Executive, including without limitation any actions which formed, orcould have formed, the basis for 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) one (1) times the Executive’s base salary;  (C) one (1) times Executive’s “annual target bonus”; and  (D) an additional payment of $50,000;          (ii) continued provision by the Company of coverage under the Company’s healthinsurance plan for a period of 18 months beginning on the Date of Termination; and          (iii) all unvested Stock Options, Non-Performance RSUs and shares of non-performancebased Restricted Company Common Stock held by the Executive will become fully vested and,in the case of the Stock Options, fully exercisable on the Date of Termination, and theExecutive will be entitled to exercise all such options until the earlier of (A) thefifteenth (15th) month anniversary of the Executive’s Date of Termination and (B) theexpiration date of such option 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 Company Common Stock pursuant to Section 9(e)(iii) willbe made by the Company within thirty days following the Date of Termination, except as may beprovided otherwise in Section 23.          (f) Liquidated Damages. The parties acknowledge and agree that damages suffered bythe Executive as a result of a termination by the Company without Cause will be extremely difficultor impossible to establish or prove, and agree that the payments and benefits provided pursuant toSection 9(d) will constitute liquidated damages for any breach of this Agreement by the Companythrough the Date of Termination. The Executive agrees that, except for such other payments andbenefits to which the Executive may be entitled as expressly provided by the terms of thisAgreement or any applicable Company plan, such liquidated damages will be in lieu of all otherclaims that the Executive may make with respect to the termination of the Executive’s employment,the Employment Period or any such breach of this Agreement. In no event will the Executive beobligated to seek other employment or take any other action by way of mitigation of the amountspayable to the Executive under any of the provisions of this Agreement, and, except as specificallyprovided in clause (ii) of Section 9(e), such amounts will not be reduced whether or not theExecutive obtains other 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 PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANYPRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENTTHE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHERTHAN THE STATE OF CALIFORNIA. The Executive acknowledges that in the course of the Executive’semployment with the Company and its Affiliates and their predecessors, the Executive will becomefamiliar with the trade secrets of, and other confidential information concerning, the Company andits Affiliates and their predecessors, that the Executive’s services will be of special, unique andextraordinary value to the Company and its Affiliates and that the Company’s ability to accomplishits purposes and to successfully pursue its business plan and compete in the marketplace dependssubstantially on the skills and expertise of the Executive. Therefore, and in furtherconsideration of the compensation being paid to the Executive hereunder, the Executive agrees that,during the Employment Period and for a period of twelve months following the termination of theEmployment Period for any reason (the “Restricted Period”), the Executive will not directly orindirectly own, manage, control, participate in, consult with, render services for, or in anymanner engage in any business competing with the businesses of the Company or its Affiliates, inany country where the Company or its Affiliates conducts business; provided,however, that passive investments amounting to no more than three percent of the votingequity of a business and the Executive’s other current positions and activities described inSection 3 will not be prohibited hereby.     (b) Nonsolicitation. During the Restricted Period, the Executive will not directly orindirectly through another entity (i) induce or attempt to induce any employee of the Company orany Affiliate to leave the employ of the Company or such Affiliate, or in any way willfullyinterfere with the relationship between the Company or any Affiliate and any employee thereof, or(ii) induce or attempt to induce any customer, supplier, licensee or other business relation of theCompany or any Affiliate to cease doing business with the Company or such Affiliate, or in any wayinterfere with the relationship between any such customer, supplier, licensee or business relationand 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 any provision of this Agreement.Therefore, in the event of a breach or threatened breach by the Executive of any provision of thisAgreement, the Company may, in addition to other rights and remedies existing in its favor, applyto any court of competent jurisdiction for specific performance and/or injunctive or other reliefin order to enforce, or prevent any violations of, the provisions hereof (without posting a bond orother 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 theexcise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by theExecutive with respect to such excise tax (such excise tax, together with any such interest andpenalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive willbe entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that afterpayment by the Executive of all taxes (including any interest or penalties imposed with respect tosuch taxes), and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount ofthe Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding theforegoing provisions of this Section 11(a), if it will be determined that the Executive is entitledto a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount (the“Reduced Amount”) that could be paid to the Executive such that the receipt of the Payments wouldnot give rise to any Excise Tax, then no Gross-Up Payment will be made to the Executive and thePayments, in the aggregate, will be reduced to the Reduced Amount.     (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 firm agreed toby the Executive and the Company (the “Accounting Firm”) which will provide detailed supportingcalculations both to the Company and the Executive within fifteen business days of the receipt ofnotice from the Executive that there has been a Payment, or such earlier time as is requested bythe Company. In the event that the Accounting Firm is serving as an accountant or auditor for theindividual, entity or group (other than the Company) effecting the change of control resulting inan Excise Tax, the Executive will appoint another nationally recognized accounting firm to make thedeterminations required hereunder (which accounting firm will then be referred to as the AccountingFirm hereunder). All fees and expenses of the
 

 
Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determinedpursuant to this Section 11, will be paid by the Company to the Executive within five days of thereceipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will bebinding upon the Company and the Executive. As a result of the uncertainty in the application ofSection 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder,it is possible that Gross-Up Payments which will not have been made by the Company should have beenmade (“Underpayment”), consistent with the calculations required to be made hereunder. In theevent that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafteris required to make a payment of any Excise Tax, the Accounting Firm will determine the amount ofthe Underpayment that has occurred and any such Underpayment will be promptly paid by the Companyto or for the benefit of the Executive.     (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 business days afterthe Executive is informed in writing of such claim and will apprise the Company of the nature ofsuch 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-day period following the date on which it gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes withrespect 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 days aftersuch determination, then such advance will be forgiven and will not be required to be repaid andthe amount of such advance will offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.     (e) Any Gross-Up Payment, Underpayment or other gross-up payment under this Section 11 will bemade to the Executive by the end of the calendar year following the year in which the Executivepays the related taxes that are being “grossed-up” under this Section 11. If no such taxes arepayable, the payment will be made to the Executive by the end of the calendar year following theyear in which (i) any related tax audit is completed or (ii) any related tax litigation if fullyresolved and not subject to appeal.
 

 
     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.