exv10w14w1






Exhibit 10.14.01




AMENDMENT TO EMPLOYMENT AGREEMENT




     This AMENDMENT (this “Amendment”) is entered into as of the dates set forth below (the
“Amendment Effective Date”), by and between Conexant Systems, Inc., a Delaware corporation (the
“Company”), and Sailesh Chittipeddi (the “Executive”).



     WHEREAS, the parties hereto previously entered into an employment agreement dated as of April
14, 2008 (the “Employment Agreement”); and



     WHEREAS, the parties hereto wish to amend the Employment Agreement in accordance with the
terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Effective as of July 15, 2009, the first two sentences of Section 3 of the Employment
Agreement are amended in their entirety to read as follows, effective as of July 15, 2009:




     “The Executive will continue to serve as Co-President of the Company
(hereinafter referred to as President) during the Employment Period. As
President, the Executive will render executive, policy and other management
services to the Company of the type customarily performed by persons serving in a
similar capacity and as reasonably determined by the Chief Executive Officer or
Board of Directors of the Company (“Board”) with regard to the Executive’s status
and position within the Company.”



     2. Commencing with the pay period beginning August 15, 2009, the first sentence of Section
5(a) of the Employment Agreement is amended in its entirety to read as follows:




     “During the Employment Period, the Company will continue to pay to the
Executive an annual base salary (the “Base Salary”), which currently is $375,000.”



     3. Commencing with the pay period beginning August 15, 2009, the first paragraph of Section
5(b) of the Employment Agreement is amended in its entirety to read as follows:




     “(b) Bonus. During the Employment Period, the Executive will be
eligible to earn an annual performance bonus in an amount determined



 









 







at the discretion of the Board or the Compensation Committee for each fiscal
year. It is the intention of the parties hereto that the Company shall establish
a target bonus for the Executive with respect to each fiscal year of the
Employment Period based upon overall performance of the Company and upon the
Executive’s individual performance. The Executive’s full year target bonus for
the 2009 fiscal year will be eighty percent (80%) of the Base Salary. In the
event that a target bonus is not established with respect to the 2010 fiscal year
or any subsequent fiscal year, the Executive’s target bonus shall be deemed to be
the target bonus established under this Agreement for the immediately preceding
fiscal year.”



     4. Effective as of the date this Amendment is executed by both parties hereto, Section 9(e)(i)
of the Employment Agreement is hereby amended and restated in its entirety to read as follows:




     “(i) payment by the Company to the Executive of a cash lump sum equal to:




	 	(A)	 	any accrued but unpaid Base Salary through the Date
of Termination and all other unpaid amounts, if any, which the
Executive has accrued and is entitled to as of the Date of
Termination; and
	 
	 	(B)	 	one (1) times the Executive’s annual Base Salary;”





     5. Continued Validity of the Employment Agreement. Except as amended and superseded
by this Amendment, the Employment Agreement will remain in full force and effect, will continue to
bind the parties hereto, and will continue to govern the terms and conditions of the Executive’s
continued employment with the Company. To the extent that the terms of this Amendment conflict or
are inconsistent with the terms of the Employment Agreement, the terms of this Amendment will
govern.



     6. Entire Agreement. This Amendment and the Employment Agreement, to the extent not
amended and superseded by this Amendment, constitute the entire agreement between the parties
hereto respecting the employment of the Executive with the Company (the “Entire Agreement”). There
being no representations, warranties, or commitments between the parties hereto except as set forth
in the Entire Agreement, the Entire Agreement replaces and supersedes any other employment
agreement or arrangement, oral or written, between the Executive and the Company or any of its
Affiliates or predecessors.



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     7. Amendment Effective Date. This Amendment will become binding once both parties
hereto have executed this Amendment. Once executed, this Amendment will be effective as of the
Amendment Effective Date.



     8. Governing Law. This Amendment, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, will be governed by and construed in accordance with
the laws of the State of California (but not including the choice of law rules thereof).



     9. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed to be an original, and all such counterparts when taken together shall
constitute one and the same original.



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused this
Amendment to be duly executed on their behalf, as of the day and year first written above.



	 	 	 	 	 
	 	CONEXANT SYSTEMS, INC.

 	 
	 	By:  	/s/ Michael Vishny
 	 
	 	 	Name:  	Michael Vishny 	 
	 	 	Title:  	SVP, Human Resources 	 
	 
	 	SAILESH CHITTIPEDDI

 	 
	 	/s/ Sailesh Chittipeddi
 	 
	 	 	 
	 	 	 
	 




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