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                                                                  Exhibit 10-q-1

                               INDEMNITY AGREEMENT

      This Indemnity Agreement ("Agreement") is made as of August 6, 2004 by and
between Conexant Systems, Inc., a Delaware corporation (the "Company"), and
_____________________ ("Indemnitee").

                                    RECITALS

      WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors or officers or in other capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation and
as a result of the added liabilities imposed by the Sarbanes Oxley Act;

      WHEREAS, the Board of Directors of the Company (the "Board") has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors,
officers and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Bylaws of
the Company require indemnification of the officers and directors of the
Company. Indemnitee may also be entitled to indemnification pursuant to
applicable provisions of the Delaware General Corporation Law ("DGCL"). The
Bylaws and the DGCL expressly provide that the indemnification provisions set
forth therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the board of directors, officers
and other persons with respect to indemnification;

      WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons;

      WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future;

      WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest

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extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified;

      WHEREAS, this Agreement is a supplement to and in furtherance of the
Bylaws of the Company and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and

      WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so indemnified;

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

      1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as
an officer, or director or key employee of the Company for so long as Indemnitee
is duly elected or appointed or until Indemnitee tenders his or her resignation
or is terminated by the Company.

      2. DEFINITIONS. As used in this Agreement:

            (a) References to "agent" shall mean any person who is or was a
director, officer, or employee of the Company or a Subsidiary of the Company or
other person authorized by the Company to act for the Company serving in such
capacity as a director, officer, employee, fiduciary or other official of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to
represent the interests of the Company or a Subsidiary of the Company.

            (b) The terms "Beneficial Owner" and "Beneficial Ownership" shall
have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as
defined below) as in effect on the date hereof.

            (c) A "Change in Control" shall be deemed to occur upon the earliest
to occur after the date of this Agreement of any of the following events:

                  (i) Acquisition of Stock by Third Party. Any Person (as
defined below) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities entitled to
vote generally in the election of directors, unless (1) the change in the
relative Beneficial Ownership of the Company's securities by any Person results
solely from a reduction in the aggregate number of outstanding shares of
securities entitled to vote generally in the election of directors, or (2) such
acquisition was approved in advance by the Continuing Directors (as defined
below) and such acquisition would not constitute a Change in Control under part
(iii) of this definition;

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                  (ii) Change in Board of Directors. Individuals who, as of the
date hereof, constitute the Board, and any new director whose election by the
Board or nomination for election by the Company's stockholders was approved by a
vote of at least a majority of the directors then still in office who were
directors on the date hereof or whose election for nomination for election was
previously so approved (collectively, the "Continuing Directors"), cease for any
reason to constitute at least a majority of the members of the Board;

                  (iii) Corporate Transactions. The effective date of a
reorganization, merger or consolidation of the Company (a "Business
Combination"), in each case, unless, following such Business Combination: (1)
all or substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 51% of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors; (2) no Person
(excluding any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of 15% or more of the combined voting
power of the then outstanding securities entitled to vote generally in the
election of directors of such corporation except to the extent that such
ownership existed prior to the Business Combination; and (3) at least a majority
of the Board of Directors of the corporation resulting from such Business
Combination were Continuing Directors at the time of the execution of the
initial agreement, or of the action of the Board of Directors, providing for
such Business Combination;

                  (iv) Liquidation. The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially
all of the Company's assets, other than factoring the Company's current
receivables or escrows due (or, if such approval is not required, the decision
by the Board to proceed with such a liquidation, sale, or disposition in one
transaction or a series of related transactions); or

                  (v) Other Events. There occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Company is then subject to such reporting requirement.

            (d) "Corporate Status" describes the status of a person who is or
was a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent of the Company or of any other Enterprise (as defined below)
which such person is or was serving in such capacity at the request of the
Company.

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            (e) "Delaware Court" shall mean the Court of Chancery of the State
of Delaware.

            (f) "Disinterested Director" shall mean a director of the Company
who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.

            (g) "Enterprise" shall mean the Company and any other corporation,
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger to which the Company (or any of its wholly owned
subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was
serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent.

            (h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            (i) "Expenses" shall include reasonable attorneys' fees and costs,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding (as defined below). Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding (as defined
below), including without limitation the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.

            (j) "Independent Counsel" shall mean a law firm or a member of a law
firm that is experienced in matters of corporation law and neither presently is,
nor in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party
to the Proceeding (as defined below) giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement.

            (k) References to "fines" shall include any excise tax assessed on
Indemnitee with respect to any employee benefit plan; references to "serving at
the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants or beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the participants and beneficiaries of an employee

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benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed
to the best interests of the Company" as referred to in this Agreement.

            (l) The term "Person" shall have the meaning as set forth in
Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof;
provided, however, that "Person" shall exclude: (i) the Company; (ii) any
Subsidiaries (as defined below) of the Company; (iii) any employment benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of
any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company; and (iv) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or of a Subsidiary (as defined below) of
the Company or of a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company.

            (m) A "Potential Change in Control" shall be deemed to have occurred
if: (i) the Company enters into an agreement or arrangement, the consummation of
which would result in the occurrence of a Change in Control; (ii) any Person or
the Company publicly announces an intention to take or consider taking actions
which if consummated would constitute a Change in Control; (iii) any Person who
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing five percent (5%) or more of the combined voting power of
the Company's then outstanding securities entitled to vote generally in the
election of directors increases such Person's Beneficial Ownership of such
securities by five percent (5%) or more over the percentage so owned by such
Person on the date hereof; or (iv) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has
occurred.

            (n) The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, in which Indemnitee
was, is or will be involved as a party or otherwise by reason of the fact that
Indemnitee is or was a director or officer or key employee of the Company, by
reason of any action (or failure to act) taken by him or of any action (or
failure to act) on his part while acting as a director or officer of the
Company, or by reason of the fact that he is or was serving at the request of
the Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent of any other Enterprise, in each case whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be
provided under this Agreement.

            (o) The term "Subsidiary," with respect to any Person, shall mean
any corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly, by
that Person.

      3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify and
hold harmless Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee

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was, is, or is threatened to be made, a party to or a participant (as a witness
or otherwise) in any Proceeding, other than a Proceeding by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section 3,
Indemnitee shall be indemnified against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by or on behalf of Indemnitee in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding, had
no reasonable cause to believe that his conduct was unlawful.

      4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company
shall indemnify and hold harmless Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to
or a participant (as a witness or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this
Section 4, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by or on behalf of Indemnitee in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. No indemnification for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the
Delaware Court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification.

      5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee is a party to (or a participant in) and is successful, on
the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify and hold
harmless Indemnitee against all Expenses actually and reasonably incurred by him
in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify and hold harmless Indemnitee against all Expenses actually and
reasonably incurred by him or on his behalf in connection with each successfully
resolved claim, issue or matter. For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.

      6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee is not a
party, he shall be indemnified and held harmless against all Expenses actually
and reasonably incurred by or on behalf of Indemnitee in connection therewith.

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      7. ADDITIONAL INDEMNIFICATION. Notwithstanding any limitation in Sections
3, 4, or 5, the Company shall indemnify and hold harmless, to the extent
permitted by law, against all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee if, by reason of Indemnitee's Corporate Status, Indemnitee is a party
to or threatened to be made a party to any Proceeding (including a Proceeding by
or in the right of the Company to procure a judgment in its favor). The only
limitation that shall exist upon the Company's obligations pursuant to this
Agreement shall be that the Company shall not be obligated to make any payment
to Indemnitee that is finally determined (under the procedures, and subject to
the presumptions, set forth in Sections 12, 13 and 14) to be unlawful.

      8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

            (a) To the fullest extent permissible under applicable law, if the
indemnification and hold harmless rights provided for in this Agreement are
unavailable to Indemnitee in or any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company,
in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first
instance, the entire amount incurred by Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any Proceeding without requiring Indemnitee to
contribute to such payment, and the Company hereby waives and relinquishes any
right of contribution it may have at any time against Indemnitee.

            (b) The Company shall not enter into any settlement of any
Proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such Proceeding) unless such settlement provides for a full and
final release of all claims asserted against Indemnitee.

            (c) The Company hereby agrees fully to indemnify and hold harmless
Indemnitee from any claims for contribution which may be brought by officers,
directors or employees of the Company other than Indemnitee who may be jointly
liable with Indemnitee.

      9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against Indemnitee:

            (a) for which payment has actually been received by or on behalf of
Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount actually received under any insurance
policy, contract, agreement, other indemnity provision or otherwise;

            (b) for an accounting of profits made from the purchase and sale (or
sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Exchange Act or similar provisions of state statutory
law or common law; or

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            (c) except as otherwise provided in Sections 14(e)-(f) hereof, in
connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.

      10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

            (a) Notwithstanding any provision of this Agreement to the contrary,
and to the fullest extent permitted by applicable law, the Company shall advance
the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be
incurred by Indemnitee within three months) in connection with any Proceeding
within ten (10) days after the receipt by the Company of a statement or
statements requesting such advances from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest
free. Advances shall be made without regard to Indemnitee's ability to repay the
Expenses and without regard to Indemnitee's ultimate entitlement to
indemnification under the other provisions of this Agreement. Advances shall
include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed. The
Indemnitee shall qualify for advances, to the fullest extent permitted by
applicable law, solely upon the execution and delivery to the Company of an
undertaking providing that the Indemnitee undertakes to repay the advance to the
extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company under the provisions of this Agreement, the Bylaws of
the Company, applicable law or otherwise. This Section 10(a) shall not apply to
any claim made by Indemnitee for which indemnity is excluded pursuant to Section
9.

            (b) The Company will be entitled to participate in the Proceeding at
its own expense.

            (c) The Company shall not settle any action, claim or Proceeding (in
whole or in part) which would impose any Expense, judgment, fine, penalty or
limitation on the Indemnitee without the Indemnitee's prior written consent.

      11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

            (a) Indemnitee agrees to notify promptly the Company in writing upon
being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company shall not relieve the Company of
any obligation which it may have to the Indemnitee under this Agreement, or
otherwise.

            (b) Indemnitee may deliver to the Company a written application to

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indemnify and hold harmless Indemnitee in accordance with this Agreement. Such
application(s) may be delivered from time to time and at such time(s) as
Indemnitee deems appropriate in his or her sole discretion. Following such a
written application for indemnification by Indemnitee, the Indemnitee's
entitlement to indemnification shall be determined according to Section 12(a) of
this Agreement.

      12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

            (a) A determination, if required by applicable law, with respect to
Indemnitee's entitlement to indemnification shall be made in the specific case
by one of the following methods, which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board or (ii) by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee. The Company promptly
will advise Indemnitee in writing with respect to any determination that
Indemnitee is or is not entitled to indemnification, including a description of
any reason or basis for which indemnification has been denied. If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall
reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee's entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses (including
attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

            (b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) hereof, the
Independent Counsel shall be selected as provided in this Section 12(b). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent
Counsel so selected and certifying that the Independent Counsel so selected
meets the requirements of "Independent Counsel" as defined in Section 2 of this
Agreement. If the Independent Counsel is selected by the Board, the Company
shall give written notice to Indemnitee advising him of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of "Independent Counsel" as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may
be, may, within ten (10) days after such written notice of selection shall have
been received, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Section 2 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made
and substantiated, the Independent Counsel so selected may not serve as

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Independent Counsel unless and until such objection is withdrawn or a court of
competent jurisdiction has determined that such objection is without merit. If,
within twenty (20) days after submission by Indemnitee of a written request for
indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may
petition the Delaware Court for resolution of any objection which shall have
been made by the Company or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the Delaware Court, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under
Section 12(a) hereof. Upon the delivery of its opinion pursuant to Section 12(a)
or, if earlier, the due commencement of any judicial proceeding or arbitration
pursuant to Section 14(a) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

            (c) The Company agrees to pay the reasonable fees and expenses of
Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.

      13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

            (a) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 11(b) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by its directors or Independent
Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.

            (b) If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days
after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a final judicial
determination that any or all such indemnification is expressly prohibited under
applicable law; provided, however, that such 30-day period may be extended for a
reasonable time, not to exceed an additional fifteen (15) days, if the person,
persons or entity making the determination with respect to entitlement to

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indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto.

            (c) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

            (d) For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee's action is based on
the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected by the Enterprise. The provisions of this Section 13(d)
shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.

            (e) The knowledge and/or actions, or failure to act, of any other
director, officer, trustee, partner, managing member, fiduciary, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.

      14. REMEDIES OF INDEMNITEE.

            (a) In the event that (i) a determination is made pursuant to
Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent
permitted by applicable law, is not timely made pursuant to Section 10 of this
Agreement, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 12(a) of this Agreement within thirty (30) days
after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of
Section 12(a) of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, (v) a contribution payment is not made in
a timely manner pursuant to Section 8 of this Agreement, or (vi) payment of
indemnification pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by the Delaware
Court to such indemnification, contribution or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Except as set forth herein, the provisions
of Delaware law (without regard to its conflict of laws rules) shall apply to
any such arbitration. The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.

                                     - 11 -
<PAGE>

            (b) In the event that a determination shall have been made pursuant
to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 14 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
indemnification under this Agreement and the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any determination pursuant to Section 12(a) of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 14, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 10 until a final
determination is made with respect to Indemnitee's entitlement to
indemnification (as to which all rights of appeal have been exhausted or
lapsed).

            (c) If a determination shall have been made pursuant to Section
12(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 14, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.

            (d) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

            (e) The Company shall indemnify and hold harmless Indemnitee to the
fullest extent permitted by law against all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after the Company's receipt of such
written request) advance to Indemnitee, to the fullest extent permitted by
applicable law, such Expenses which are incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce
his rights under, or to recover damages for breach of, this Agreement or any
other indemnification, advancement or contribution agreement or provision of the
Company's Bylaws now or hereafter in effect; or (ii) for recovery or advances
under any insurance policy maintained by any person for the benefit of
Indemnitee, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance, contribution or insurance recovery,
as the case may be.

            (f) Interest shall be paid by the Company to Indemnitee at the legal
rate under Delaware law for amounts which the Company indemnifies or is obliged
to indemnify for the period commencing with the date on which Indemnitee
requests indemnification, contribution, reimbursement or advancement of any
Expenses and ending with the date on which such payment is made to Indemnitee by
the Company.

                                     - 12 -
<PAGE>

      15. ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control,
the Company shall, upon written request by Indemnitee, create a "Trust" for the
benefit of Indemnitee and from time to time upon written request of Indemnitee
shall fund such Trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for, participating in or defending any
Proceedings, and any and all judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such judgments, fines penalties and
amounts paid in settlement) in connection with any and all Proceedings from time
to time actually paid or claimed, reasonably anticipated or proposed to be paid.
The trustee of the Trust (the "Trustee") shall be a bank or trust company or
other individual or entity chosen by the Indemnitee and reasonably acceptable to
the Company. Nothing in this Section 15 shall relieve the Company of any of its
obligations under this Agreement. The amount or amounts to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by mutual
agreement of the Indemnitee and the Company or, if the Company and the
Indemnitee are unable to reach such an agreement, by Independent Counsel
selected in accordance with Section 12(b) of this Agreement. The terms of the
Trust shall provide that, except upon the consent of both the Indemnitee and the
Company, upon a Change in Control: (a) the Trust shall not be revoked or the
principal thereof invaded, without the written consent of the Indemnitee; (b)
the Trustee shall advance, to the fullest extent permitted by applicable law,
within two (2) business days of a request by the Indemnitee and upon the
execution and delivery to the Company of an undertaking providing that the
Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company, any
and all Expenses to the Indemnitee; (c) the Trust shall continue to be funded by
the Company in accordance with the funding obligations set forth above; (d) the
Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or
otherwise; and (e) all unexpended funds in such Trust shall revert to the
Company upon mutual agreement by the Indemnitee and the Company or, if the
Indemnitee and the Company are unable to reach such an agreement, by Independent
Counsel selected in accordance with Section 12(b) of this Agreement, that the
Indemnitee has been fully indemnified under the terms of this Agreement. The
Trust shall be governed by Delaware law (without regard to its conflicts of laws
rules) and the Trustee shall consent to the exclusive jurisdiction of the
Delaware Court in accordance with Section 23 of this Agreement.

      16. SECURITY. Notwithstanding anything herein to the contrary, to the
extent requested by the Indemnitee and approved by the Board, the Company may at
any time and from time to time provide security to the Indemnitee for the
Company's obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to the
Indemnitee, may not be revoked or released without the prior written consent of
the Indemnitee.

      17. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

            (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which

                                     - 13 -
<PAGE>

Indemnitee may at any time be entitled under applicable law, the Company's
Bylaws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification or advancement of Expenses than would be
afforded currently under the Company's Bylaws or this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise;
provided, however, that to the extent the provisions of this Agreement are
inconsistent with the Company's Bylaws and this Agreement provides Indemnitee
with a greater benefit, the provisions of this Agreement shall apply. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.

            (b) The DGCL and the Company's Bylaws permit the Company to purchase
and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or
surety bond ("Indemnification Arrangements") on behalf of Indemnitee against any
liability asserted against him or incurred by or on behalf of him or in such
capacity as a director, officer, employee or agent of the Company, or arising
out of his status as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of this Agreement or
under the DGCL, as it may then be in effect. The purchase, establishment, and
maintenance of any such Indemnification Arrangement shall not in any way limit
or affect the rights and obligations of the Company or of the Indemnitee under
this Agreement except as expressly provided herein, and the execution and
delivery of this Agreement by the Company and the Indemnitee shall not in any
way limit or affect the rights and obligations of the Company or the other party
or parties thereto under any such Indemnification Arrangement.

            (c) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, trustees,
partners, managing members, fiduciaries, employees, or agents of the Company or
of any other Enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such
director, officer, trustee, partner, managing member, fiduciary, employee or
agent under such policy or policies. If, at the time the Company receives notice
from any source of a Proceeding as to which Indemnitee is a party or a
participant (as a witness or otherwise), the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of
such policies.

                                     - 14 -
<PAGE>

            (d) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

            (e) The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of expenses from such
Enterprise.

      18. DURATION OF AGREEMENT. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee serves as a
director or officer of the Company or as a director, officer, trustee, partner,
managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue
thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate
Status, whether or not he is acting in any such capacity at the time any
liability or expense is incurred for which indemnification can be provided under
this Agreement.

      19. SEVERABILITY. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or
sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.

      20. ENFORCEMENT AND BINDING EFFECT.

            (a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to
induce Indemnitee to serve as a director, or officer or key employee of the
Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as a director, or officer or key employee of the Company.

            (b) Without limiting any of the rights of Indemnitee under the
Bylaws of the Company as they may be amended from time to time, this Agreement
constitutes the

                                     - 15 -
<PAGE>

entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof.

            (c) The indemnification and advancement of expenses provided by or
granted pursuant to this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent of the Company or of any other Enterprise at the Company's request, and
shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.

            (d) The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance satisfactory to the Indemnitee, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.

            (e) The Company and Indemnitee agree herein that a monetary remedy
for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may
cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that
Indemnitee may enforce this Agreement by seeking injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or
irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any
other relief to which he may be entitled. The Company and Indemnitee further
agree that Indemnitee shall be entitled to such specific performance and
injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or
other undertaking in connection therewith. The Company acknowledges that in the
absence of a waiver, a bond or undertaking may be required of Indemnitee by the
Court, and the Company hereby waives any such requirement of such a bond or
undertaking.

      21. MODIFICATION AND WAIVER. Except as provided in Section 17(a), no
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions of this Agreement nor shall any waiver constitute a continuing
waiver.

      22. NOTICES. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, or (iii) sent by a courier service (paid
by sender) on the third (3rd) business day after the date on which it is so
mailed:

                                     - 16 -
<PAGE>

            (a) If to Indemnitee, at the address indicated on the signature page
of this Agreement, or such other address as Indemnitee shall provide in writing
to the Company.

            (b) If to the Company, to:

                     Conexant Systems, Inc.
                     4000 MacArthur Blvd.
                     Newport Beach, CA 92660

                     Attention: Senior Vice President, Chief Legal Officer, and
                                Secretary

or to any other address as may have been furnished to Indemnitee in writing by
the Company.

      23. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the
legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court and not in any other state or federal court in the
United States of America or any court in any other country; (b) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement; (c)
appoint irrevocably, to the extent such party is not a resident of the State of
Delaware, The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801 as its agent in the State of Delaware as such
party's agent for acceptance of legal process in connection with any such action
or proceeding against such party with the same legal force and validity as if
served upon such party personally within the State of Delaware; (d) waive any
objection to the laying of venue of any such action or proceeding in the
Delaware Court; and (e) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Delaware Court has been brought in
an improper or inconvenient forum, or is subject (in whole or in part) to a jury
trial.

      24. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

      25. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

                                     - 17 -
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the day and year first above written.

CONEXANT SYSTEMS, INC.                               INDEMNITEE

By:____________________________                _________________________________
                                               Name:
                                               Address:

                                     - 18 -