at the discretion of the Board or the Compensation Committee for each fiscalyear. It is the intention of the parties hereto that the Company shall establisha target bonus for the Executive with respect to each fiscal year of theEmployment Period based upon overall performance of the Company and upon theExecutive’s individual performance. The Executive’s full year target bonus forthe 2009 fiscal year will be eighty percent (80%) of the Base Salary. In theevent that a target bonus is not established with respect to the 2010 fiscal yearor any subsequent fiscal year, the Executive’s target bonus shall be deemed to bethe target bonus established under this Agreement for the immediately precedingfiscal 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 Dateof Termination and all other unpaid amounts, if any, which theExecutive has accrued and is entitled to as of the Date ofTermination; and  (B) one (1) times the Executive’s annual Base Salary;”     5. Continued Validity of the Employment Agreement. Except as amended and supersededby this Amendment, the Employment Agreement will remain in full force and effect, will continue tobind the parties hereto, and will continue to govern the terms and conditions of the Executive’scontinued employment with the Company. To the extent that the terms of this Amendment conflict orare inconsistent with the terms of the Employment Agreement, the terms of this Amendment willgovern.     6. Entire Agreement. This Amendment and the Employment Agreement, to the extent notamended and superseded by this Amendment, constitute the entire agreement between the partieshereto respecting the employment of the Executive with the Company (the “Entire Agreement”). Therebeing no representations, warranties, or commitments between the parties hereto except as set forthin the Entire Agreement, the Entire Agreement replaces and supersedes any other employmentagreement or arrangement, oral or written, between the Executive and the Company or any of itsAffiliates or predecessors.
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     7. Amendment Effective Date. This Amendment will become binding once both partieshereto have executed this Amendment. Once executed, this Amendment will be effective as of theAmendment 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 withthe 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 ofwhich shall be deemed to be an original, and all such counterparts when taken together shallconstitute one and the same original.     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused thisAmendment to be duly executed on their behalf, as of the day and year first written above.      CONEXANT SYSTEMS, INC.