Exhibit 10.2



 




Exhibit 10.2


[Company Letterhead]




May ___, 2005




Dwight W. Decker

[Address]



Dear Dr. Decker,




     Pursuant to your Amended and Restated Employment Agreement effective as of March 10, 2005 with
Conexant Systems, Inc. (the “Company”), you are entitled to receive a Performance Share Award (the
“Award”) covering 275,000 shares of common stock of the Company under its 2001 Performance Share
Plan (the “Plan”).



     As set forth in the enclosed Terms and Conditions for your Award, the Award will vest or
terminate unvested based on your performance, as determined by the Compensation Committee of the
Board of Directors in its sole discretion at such time or times as it determines. In making its
determination, the Compensation Committee will evaluate a number of factors, including but not
limited to your performance in the areas of strategic planning, financial results, succession
planning, leadership and investor relations.



     The Compensation Committee will assess your performance against the foregoing and determine
the vesting of your Award. The Compensation Committee has full authority to determine if and to the
extent your Award shall vest. Any portion of your Award that vests shall be paid to you in cash,
shares of the Company’s common stock, or a combination of the foregoing, as determined in the
Compensation Committee’s sole discretion.



     A copy of the Plan and Plan Prospectus are enclosed herewith. Please carefully review these
documents, along with the enclosed Terms and Conditions, which set forth all of the provisions
governing your Award.


If you have any questions regarding this Award, please contact me directly.




Sincerely,




Michael Vishny

SVP, Human Resources















 






CONEXANT SYSTEMS, INC.


2001 PERFORMANCE SHARE PLAN


TERMS AND CONDITIONS FOR MAY 4, 2005 AWARD TO DWIGHT W. DECKER




     Pursuant to your Grant Letter and these Performance Share Award Terms and Conditions (the
“Terms and Conditions”), Conexant Systems, Inc. (the “Company”) has awarded you a Performance Share
Award under its 2001 Performance Share Plan (the “Plan”) as a form of incentive compensation. The
Grant Date for the Performance Share Award is as provided in the Grant Letter.



     The details of your Performance Share Award are governed by the Plan and Grant Letter, the
terms of which are incorporated herein by reference, and these Terms and Conditions. Capitalized
terms not explicitly defined in these Terms and Conditions but defined in the Plan shall have the
same definitions as in the Plan.


1. Number of Shares. The number of Shares subject to this Performance Share Award is as set forth
in the Grant Letter, subject to adjustment from time to time for capitalization adjustments as
provided in subsection 8(a) of the Plan.




2. Vesting.




     (a) Provided you are an Employee on each Date of Determination (as defined below), then,
subject to the limitations contained herein, your Performance Share Award shall vest if and to the
extent determined by the Compensation Committee of the Board of Directors (the “Committee”) in its
sole discretion based upon its assessment of your performance. The Committee will consider a
number of factors in its assessment of your performance, including, but not limited to, achievement
and progress in the areas of strategic planning, financial results, succession planning, leadership
and investor relations.



     (b) A “Date of Determination” shall be the date or dates on which the Committee evaluates your
performance under this Performance Share Award and makes a determination with respect to the
vesting of your Performance Share Award. For purposes of these Terms and Conditions, a Vesting
Date with respect to any Shares that vest under your Performance Share Award shall be no earlier
than at least one business day following a Date of Determination. Notwithstanding the foregoing,
the Committee may, in its sole discretion, determine on a Date of Determination that all, some or
none of the Shares shall vest under the Performance Share Award and that all, some or none of the
Shares covered by this Performance Share Award shall terminate as of such Date of Determination and
will not vest in the future.


3. Term. Subject to the provisions of Section 4 herein, the term of your Performance Share Award
commences on the Grant Date and expires upon the earlier of (i) the date you cease to provide
services as an Employee for any reason, or (ii) with respect to that portion of the Shares subject
to your Award that the Committee shall determine has not vested on the Date of Determination, then
on such date.




 









 








4. Payment/Form of Payment.




     (a) Payment. To the extent that your Performance Share Award (or any portion thereof) vests
in accordance with Section 2 herein, then you shall automatically receive on (or as soon as
reasonably practicable following) the Vesting Date, with respect to the vested portion of your
Performance Share Award, a Payment, in the form described below, in an amount equal to the Fair
Market Value Per Share on the Vesting Date multiplied by the number of Shares as to which the
Performance Share Award is vested as of such Vesting Date, subject to the withholding requirements
set forth in Section 6 herein. Notwithstanding the foregoing, if the Vesting Date occurs during a
time when you are prevented from selling securities to the public because such sale would violate
federal or state securities laws or because such sale would violate the Company’s insider trading
policy, then you shall automatically receive a Payment as soon as reasonably practicable following
the date on which you would not be so prohibited from selling such shares.



     (b) Form of Payment. The Payment made pursuant to subsection 4(a) herein shall be made in the
form of either (a) shares of Common Stock of the Company, (b) cash, or (c) a combination of the
foregoing, in either case in the Company’s sole discretion, based upon the Fair Market Value Per
Share on the Vesting Date, subject to the withholding requirements set forth in Section 6 herein.


5. No Rights as a Stockholder. The receipt of this Performance Share Award shall not entitle you
to any shares of Common Stock (other than those shares that you may receive, at the election of the
Board or the Committee, as Payment with respect to the vested portion of your vested Performance
Share Award), and you will not be treated as a stockholder of the Company solely as a result of
having received this Performance Share Award.




6. Responsibility for Taxes and Withholding Obligations.




     (a) You hereby acknowledge and agree that the ultimate liability for any and all tax, social
insurance and payroll tax withholding (“Tax-Related Items”) is and remains your responsibility and
liability, and that the Company or its Subsidiaries: (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance
Share Award, including the grant or vesting of the Performance Share Award and the subsequent sale
of Shares subject to the Performance Share Award; and (b) do not commit to structure the terms of
the Performance Share Award to reduce or eliminate your liability for Tax-Related Items.



     (b) As a condition to receiving Payment (in whole or in part) with respect to the vested
portion of your vested Performance Share Award, you authorize withholding from the amount of such
Payment or from your payroll any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or its Subsidiaries, if any, which arise in connection with
your receipt of (and Payment pursuant to) your Performance Share Award.



     (c) Upon your request and subject to approval by either the Board or the Committee, in its
sole and exclusive discretion, and any applicable conditions or restrictions of law, prior to any



 









 




Payment to you as described in subsection 4(a) hereof, the Company may (but shall not be
obligated to) permit you to enter into an alternative arrangement with the Company providing for
the payment by you to the Company of any Tax-Related Items arising by reason of your receipt of
such Payment. To the extent that the Board or the Committee approves such an alternative
withholding arrangement with respect to you, upon receipt by the Company from you of amounts
necessary to satisfy the Tax-Related Items in connection with your receipt of (and Payment pursuant
to) your Award, then you shall receive the Payment with respect to the vested portion of your
Performance Share Award.



7. Notices. Any notices provided for in your Performance Share Award or the Plan shall be given by
you in writing (or through electronic means approved in advance by the Company) and shall be deemed
effectively given only upon receipt by the Company or, in the case of notices delivered by the
Company to you, may be given either in writing or by electronic means (which may include, but shall
not be limited to, email) and shall be deemed effectively given as of the date of such notice.



8. Acknowledgement and Waiver. You may reject your Performance Share Award by providing notice of
such rejection to the Company prior to the Vesting Date, as provided herein. If you do not reject a
Performance Share Award, then you will be deemed to have accepted the Performance Share Award. In
accepting the Performance Share Award, you acknowledge that: (i) the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (ii) the Performance Share
Award is voluntary and occasional and does not create any contractual or other right to receive
future Performance Share Awards, or benefits in lieu of Performance Share Awards even if
Performance Share Awards have been made repeatedly in the past; (iii) all decisions with respect to
any such future Performance Share Awards will be at the sole discretion of the Company; (iv) your
participation in the Plan shall not create a right to further employment with the Company, its
Subsidiaries or your Employer and shall not interfere with the ability of the Company or your
Employer to terminate your employment relationship at any time with or without cause; (v) your
participation in the Plan is voluntary; (vi) the Performance Share Award is not part of normal or
expected compensation or salary for any purposes, including, but not limited to, calculating any
severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments; (vii) in the event of involuntary termination of your
employment, your right to receive Performance Share Awards and vest under the Plan, if any, will
terminate effective as of the date that you are no longer actively employed regardless of any
reasonable notice period mandated under local law; (viii) if you are an Employee providing services
outside the United States, the Performance Share Award has been granted to you in your status as an
Employee of your Employer, and, in the event that your Employer is not the Company, the Performance
Share Award can in no event be understood or interpreted to mean that the Company is your employer
or that you have an employment relationship with the Company; (ix) the future value of the Shares
subject to the Performance Share Award is unknown and cannot be predicted with certainty; and (x)
no claim or entitlement to compensation or damages arises from termination of the Performance Share
Award or diminution in value of the Shares subject to the Performance Share Award and you
irrevocably release the Company, its Subsidiaries and your Employer from any such claim that may
arise.




 









 





9. Miscellaneous.




     (a) All rights and liabilities with respect to your Performance Share Award are set forth in
the Plan, these Terms and Conditions and the Grant Letter.



     (b) Except as otherwise provided, the Plan, these Terms and Conditions, the Grant Letter and
any agreement between you and the Company governing your employment with the Company set forth the
entire understanding between you and the Company and its Subsidiaries regarding this Performance
Share Award and the subject matter hereof, and supersede all prior and contemporaneous agreements
and understandings, inducements or conditions, express or implied, oral or written.


10. Governing Plan Document. Your Performance Share Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your Performance Share Award, and is
further subject to all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the
provisions of your Performance Share Award and those of the Plan, the provisions of the Plan shall
control.



11. Applicable Laws and Regulations. These Terms and Conditions are governed by the laws of the
State of Delaware, without regard to its conflicts of laws principles, and the federal law of the
United States. If you have received these Terms and Conditions or any other document related to the
Plan translated into a language other than English and if the translated version is different than
the English version, the English version will control.



12. Severability. If one or more of the provisions of these Terms and Conditions shall be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal
or unenforceable provision shall be deemed null and void; however, to the extent permissible by
law, any provisions which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit the Terms and Conditions to be construed so as to foster the intent
of the Terms and Conditions and the Plan.



13. Nonassignability of Performance Share Awards. No Performance Share Award granted under the
Plan (or the right to receive Payment pursuant thereto) shall be assignable or transferable in any
manner by you other than by (a) will, or (b) the laws of descent and distribution. During your
lifetime, vested Shares subject to Performance Share Awards held by you shall be payable only to
you or your guardian or legal representative.