EXHIBIT 10.5






Exhibit 10.5




Conexant Systems, Inc.




Board of Directors Annual Remuneration

As of 5/30/08




Cash Compensation


The cash compensation of non-employee Directors is as follows:




	 	 	 	 	 
	Type	 	Amount
	Annual	 	(in dollars)
	Board membership
	 	 	30,000	 
	Supplemental payment to Directors appointed from May 30, 2008
	 	 	50,000	 
	through the February 2009 annual meeting of shareowners
	 	 	 	 
	Committee membership
	 	 	7,500	 
	Committee Chair — Audit Committee
	 	 	20,000	 
	Committee Chair — all other committees
	 	 	15,000	 
	Meeting Attendance
	 	 	 	 
	Board meeting
	 	 	1,500	 
	Committee meeting
	 	 	1,000	 





The retainers and fees are payable as follows:





	 	(i)	 	Base and Committee chairmanship and membership annual retainers — in cash
quarterly in advance; unless a director elects to take payment in Shares under the
provisions of Section 7 of the Directors Plan; a director electing to take payment in
Shares will be issued his shares on the same date as the cash retainer and applicable
meeting fees are paid to non-electing directors; and
	 
	 	(ii)	 	Meeting fees — quarterly in arrears.




Directors are also reimbursed for travel, transportation (including personal automobile mileage at
the maximum per mile rate set by the Internal Revenue Service) and other expenses actually incurred
in attending Board and Committee meetings.



Equity Compensation



Under the Directors Stock Plan, upon initial election to the Board, each non-employee Director
shall be granted an option to purchase 40,000 shares of the Corporation’s Common Stock at the
closing price per share (the Fair Market Value) on the date of grant as reported in the Nasdaq
reporting system (or on the next preceding day such stock was traded if it was not traded on the
date of grant). Thereafter, each non-employee Director who has served as a non-employee Director
for at least six (6) months and is elected a director at, or who was previously elected and
continues as a director after, that Annual Meeting shall be granted:




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	 	•	 	an option to purchase 10,000 shares on the day of the Annual Meeting of Shareowners
(“First Annual Grant”); and
	 
	 	•	 	an option to purchase 10,000 shares six (6) months after the First Annual Grant
(“Second Annual Grant”);






	 	 	provided that the Board may, by action taken on or the date of any such Annual Meeting,
defer the First Annual Grant for up to forty-five (45) days following such Annual Meeting
and may defer the Second Annual Grant up to forty-five (45) days before or after the six (6)
month anniversary of the First Annual Grant.




These stock options become exercisable in four (4) approximately equal annual installments and are
exercisable during a Director’s Board service for up to ten (10) years after the grant date.



A Director who retires from the Board with at least five (5) years of Board service may exercise
all remaining stock options granted (whether or not otherwise exercisable) for up to five (5) years
after his or her retirement date (or the expiration date specified in the option). If a Director
dies while serving on the Board, his or her estate, heirs or legatees (or a permitted assignee) may
exercise all remaining stock options (whether or not otherwise exercisable) for up to three (3)
years after the Director’s date of death (or the expiration date specified in the option ). A
Director who becomes disabled or resigns for reasons of the antitrust laws, compliance with the
Corporation’s conflict of interest policies or other circumstances that the Compensation and
Management Development Committee (the Committee) may determine as serving the best interests of the
Corporation may exercise his or her remaining stock options to the extent exercisable at the date
of termination of his or her Board service for such period after that date as the Committee may
determine (or the expiration date specified in the option).



If a Change of Control occurs, as defined in the Bylaws, all stock options outstanding under the
Directors Stock Plan become fully exercisable (whether or not otherwise then exercisable) and each
such option shall expire at the earlier of five (5) years from the date of the Change of Control or
the expiration date specified in the option. In all other cases, a Director’s stock options expire
upon termination of his or her Board service.



Director stock options are not transferable except by will or the laws governing intestate
succession or by gift to a Director’s spouse or natural, adopted or stepchildren or grandchildren.
In addition, any Director may transfer any stock options granted under the Plan to any entity
affiliated with the Director, to be designated in writing by the Director and approved by the
Board, all such transfers to be subject to the same terms and conditions as the original grant made
directly to the individual Director.





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