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Exhibit 10.24    
    


 
  CARLYLE BOARD REPRESENTATION AGREEMENT    
    


        THIS CARLYLE BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of March 12, 2002, by and
among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership
("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield
Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation
("Conexant" and, collectively with Carlyle, the "Stockholders"), Specialtysemi, Inc., a Delaware
corporation ("Specialtysemi") and Newport Fab, LLC, a Delaware limited liability company ("Newport
Fab"). 


RECITALS  


        WHEREAS, Carlyle Capital Investors, L.L.C., a Delaware limited liability company ("Carlyle Capital"), Conexant,
and Specialtysemi entered into that certain Contribution Agreement dated as of February 23, 2002 (the "Contribution Agreement") pursuant to which
Carlyle Capital agreed to contribute cash and Conexant agreed to contribute all of the membership interests of Newport Fab and a warrant, each in exchange for shares of Common Stock of Specialtysemi; 


        WHEREAS,
Carlyle Capital and Carlyle entered into that certain Assignment and Assumption Agreement, dated as of March 12, 2002 (the
"Assignment"), whereby Carlyle Capital assigned all of its rights and obligations under the Contribution Agreement to Carlyle and Carlyle assumed such
rights and obligations; 


        WHEREAS,
each Stockholder and Specialtysemi entered into the Stockholder Agreement dated March 12, 2002 (the "Stockholder
Agreement"); 


        WHEREAS,
Article 4 of the Stockholder Agreement provides that each Stockholder agrees to take all such steps as may be necessary, including through the exercise of their
respective voting power, to
ensure that Carlyle may designate four (4) directors (the "Carlyle Designated Directors") to the Specialtysemi Board (the
"Article 4 Rights"); 


        WHEREAS,
as of the Closing Date (as defined in the Contribution Agreement), Specialtysemi owns all of the membership interests of Newport Fab; 


        WHEREAS,
the Operating Agreement of Newport Fab, dated as of March 12, 2002 (the "Operating Agreement"), provides that Carlyle
shall have the right to elect four (4) managers to serve on the Newport Fab Board (the "Carlyle Designated Managers") as long as Carlyle has
Article 4 Rights; and 


        WHEREAS,
the Stockholders, Specialtysemi and Newport Fab desire to make clear that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns one or more shares of
Specialtysemi Stock, CP III shall have the exclusive right to appoint the Carlyle Designated Directors and the Carlyle Designated Managers. 


AGREEMENT  


        NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows: 


        1.    Certain Definitions.    As used in this Agreement, the following terms shall have the following respective
meanings: 



        (a)   "Beneficial Ownership" shall mean the power, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, to (i) vote, or to direct the voting of, a security; and (ii) dispose, or to direct the disposition of, such security. "Beneficially
Owns" shall mean having Beneficial Ownership. 


        (b)   "Newport Fab Board" shall mean the board of managers of Newport Fab. 






 




        (c)   "Specialtysemi Board" shall mean the board of directors of Specialtysemi. 



        (d)   "Specialtysemi Stock" shall mean the Specialtysemi Common Stock, par value $.001 per share. 




        2.    Election of Specialtysemi Directors and Newport Fab Managers.    



        (a)   Election
of Specialtysemi Directors 



            i.  The
Stockholders and Specialtysemi agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Specialtysemi Stock, CP
III shall be entitled to appoint the Carlyle Designated Directors to serve as members of the Specialtysemi Board (the "Specialtysemi Carlyle Nominees"). 


           ii.  CP
III hereby designates Claudius E. Watts, IV, Todd Newnam, Allan M. Holt, and Patrick R. McCarter as the Specialtysemi Carlyle Nominees. 


          iii.  Each
of the Stockholders agrees to (A) vote (at any regular or special meeting of the stockholders of Specialtysemi) all of the Specialtysemi Stock then
Beneficially Owned by it (whether so Beneficially Owned as of the date hereof or hereafter acquired) in favor of, or otherwise to consent to the election or appointment of the Specialtysemi Carlyle
Nominees to the Specialtysemi Board; and (B) take all other actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Specialtysemi
Carlyle Nominees to the Specialtysemi Board. 


          iv.  Carlyle
agrees not to assign the right to designate any of the Specialtysemi Carlyle Nominees under the Stockholder Agreement to any entity other than CP III. 




        (b)   Election
of Newport Fab Manager 



            i.  The
Stockholders, Specialtysemi, and Newport Fab agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of
Specialtysemi Stock, CP III shall be entitled to appoint the Carlyle Designated Managers to serve as members of the Newport Fab Board ("Newport Fab Carlyle
Nominees" and, collectively with the Specialtysemi Carlyle Nominees, the "Carlyle Nominees"). 


           ii.  CP
III hereby designates Claudius E. Watts, IV, Todd Newnam, Allan M. Holt, and Patrick R. McCarter as the Newport Fab Carlyle Nominees. 


          iii.  The
Stockholders, Specialtysemi and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the
election or appointment of the Newport Fab Carlyle Nominees to serve as members of the Newport Fab Board. 


          iv.  The
Stockholders and Specialtysemi agree not to amend the Operating Agreement to modify or eliminate the right of Carlyle to appoint the Newport Fab Carlyle Nominees to
the Newport Fab Carlyle Board as long as Carlyle has Article 4 Rights. 




        (c)   If
any Carlyle Nominee shall be unable or unwilling to serve prior to his or her election or appointment to the Specialtysemi Board or the Newport Fab Board, CP III
shall be entitled to nominate a replacement who shall then be the Carlyle Nominee for the purposes of this Agreement. If, following election or appointment to the Specialtysemi Board or the Newport
Fab Board, any Carlyle Nominee shall resign or be removed for cause or be unable to serve by reason of death or disability, CP III shall, within 30 days of such event, notify the Specialtysemi
Board in writing of a replacement, and all parties hereto shall take such steps as may be necessary to elect or appoint such replacement to the Specialtysemi Board to fill the unexpired term of the
Carlyle Nominee. 



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        (d)   Each
party hereto agrees not to take any action or permit any Carlyle Nominee to take any action without the written consent of CP III, which consent may be given or
withheld in the sole discretion of CP III, to remove, whether or not for cause, any Carlyle Nominee from the Specialtysemi Board or the Newport Fab Board following his or her election thereto,
including, without limitation, by decreasing the size of the Specialtysemi Board or the Newport Fab Board such that there are an insufficient number of directors or managers on the Specialtysemi Board
or the Newport Fab Board, as applicable, to permit CP III to exercise its rights to nominate the Carlyle Designated Directors to the Specialtysemi Board or the Carlyle Designated Manager to the
Newport Fab Board pursuant to this Section 2. 




        3.    Proxy.    


        For
so long as this Agreement is in effect, if any Stockholder fails or refuses to vote the Specialtysemi Stock as provided in Section 2 hereof, without further action by
Specialtysemi or any Stockholder, CP III shall have an irrevocable proxy to vote such Specialtysemi Stock in accordance with this Agreement, and each Stockholder hereby grants to CP III such
irrevocable proxy. 


        4.    Acceptance and Acknowledgment.    


        The
Stockholders, Specialtysemi, and Newport Fab hereby acknowledge and agree to the rights granted to CP III hereunder. 


        5.    Miscellaneous.    



        (a)   Each
party hereto agrees to execute and deliver such documents and take such further actions as may be necessary or desirable to effect the purposes and objectives of
this Agreement. 


        (b)   This
Agreement may not be amended or modified except by a written instrument signed by each of the parties hereto. The waiver by any party of such party's rights under
this Agreement in any particular instance or instances, whether intentional or otherwise, shall not be considered as a continuing waiver which would prevent subsequent enforcement of such rights or of
any other rights. 


        (c)   This
Agreement shall automatically terminate upon the termination of the Stockholder Agreement. 


        (d)   All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if sent by recognized overnight delivery service, return
receipt requested, to the following parties at the following addresses or to such other parties and at such other addresses as shall be specified by like notices: 



If
to Carlyle, Specialtysemi, or Newport Fab: 



The
Carlyle Group

101 S. Tryon Street, 25th Floor

Charlotte, N.C. 28280

Attn:    Claudius E. Watts, IV

Facsimile:    (704) 632-0299 




with
a copy to: 



Latham &
Watkins

555 11th Street, Ste. 1000

Washington, D.C. 20004-1304

Attn:    Raymond B. Grochowski, Esq.

Facsimile:    (202) 637-2201 




If
to Conexant: 




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Conexant
Systems, Inc.

4311 Jamboree Road

Newport Beach, CA 92660

Attn:    General Counsel

Facsimile:    (949) 483-9576 




with
a copy to: 



Cooley
Godward LLP

4401 Eastgate Mall

San Diego, CA 92121

Attn:    Carl R. Sanchez, Esq.

Facsimile:    (858) 550-6420 





Notice
so given shall be deemed to be given and received on the second business day after sending by recognized overnight delivery service, return receipt requested. 



        (e)   The
parties acknowledge and agree that the breach of the provisions of this Agreement by any party could not be adequately compensated with monetary damages, and the
parties hereto agree, accordingly, that injunctive relief and specific performance shall be appropriate remedies to enforce the provisions of this Agreement and waive any claim or defense that there
is an adequate remedy at law for such breach; provided, however, that nothing herein shall limit the remedies herein, legal or equitable, otherwise
available and all remedies herein are in addition to any remedies available at law or otherwise. 



        (f)    If
any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not
invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced
accordingly. 


        (g)   This
Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, administrators, executors, successors and assigns. 



        (h)   The
headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement. 


        (i)    The
parties agree that this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, excluding any laws thereof which would
direct application of law of another jurisdiction. 


        (j)    This
Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, with the same effect as if each party had signed the
same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. 


        (k)   When
the context requires, the gender of all words used herein shall include the masculine, feminine and neuter and the number of all words shall include the singular
and plural. 


        (l)    This
Agreement shall remain in effect as long as Carlyle has Article 4 Rights. 



[THIS SPACE INTENTIONALLY LEFT BLANK]


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        IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. 



	 	 	CONEXANT SYSTEMS, INC.,

    a Delaware corporation
	

 	
 	

By:	

/s/  DWIGHT DECKER      

	 	 	 	Name:	 	Dwight Decker
	 	 	 	Title:	 	Chief Executive Officer
	

 	
 	
SPECIALTYSEMI, INC.,

    a Delaware corporation
	

 	
 	

By:	

/s/  CLAUDIUS E. WATTS IV      

	 	 	 	Name:	 	Claudius E. Watts IV
	 	 	 	Title:	 	President
	

 	
 	
NEWPORT FAB, LLC,

    a Delaware limited liability company
	

 	
 	

By:	

/s/  SCOTT SILCOCK      

	 	 	 	Name:	 	Scott Silcock
	 	 	 	Title:	 	Director of Operations




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	 	 	CARLYLE PARTNERS III, L.P.,

    a Delaware limited partnership
	

 	
 	

By:	
 	

TC Group III, L.P.,

its General Partner
	

 	
 	

By:	
 	

TC Group III, L.L.C.,

its General Partner
	

 	
 	

By:	
 	

TC Group, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

TCG Holdings, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

/s/  ALLAN M. HOLT      

	 	 	Name:	 	Allan M. Holt
	 	 	Title:	 	Managing Director
	

 	
 	
CP III COINVESTMENT, L.P.,

    a Delaware limited partnership
	

 	
 	

By:	
 	

TC Group III, L.P.,

its General Partner
	

 	
 	

By:	
 	

TC Group III, L.L.C.,

its General Partner
	

 	
 	

By:	
 	

TC Group, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

TCG Holdings, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

/s/  ALLAN M. HOLT      

	 	 	Name:	 	Allan M. Holt
	 	 	Title:	 	Managing Director




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	 	 	CARLYLE HIGH YIELD PARTNERS, L.P.,

    a Delaware limited partnership
	

 	
 	

By:	
 	

TCG High Yield, L.L.C.,

its General Partner
	

 	
 	

By:	
 	

TCG High Yield Holdings, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

TC Group, L.L.C.,

its sole Member
	

 	
 	

By:	
 	

TCG Holdings, L.L.C.,

its Managing Member
	

 	
 	

By:	
 	

/s/  ALLAN M. HOLT      

	 	 	Name:	 	Allan M. Holt
	 	 	Title:	 	Managing Director




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Exhibit 10.24


CARLYLE BOARD REPRESENTATION AGREEMENT