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                                                                 EXHIBIT 10-b-12

                    MEMORANDUM OF PROPOSED AMENDMENTS TO THE
                    CONEXANT SYSTEMS, INC. STOCK OPTION PLANS

         Amend the appropriate section of each of the following stock option
         plans of Conexant Systems, Inc. ("Conexant"): (i) Conexant Systems,
         Inc. 1998 Stock Option Plan; (ii) Conexant Systems, Inc. 1999 Long-Term
         Incentives Plan; (iii) Conexant Systems, Inc. 2000 Non-Qualified Stock
         Plan; (iv) Istari Design, Inc. 1997 Stock Option Plan; (v) Microcosm
         Communications Limited Stock Option Plan; (vi) Maker Communications,
         Inc. 1996 Stock Option Plan; (vii) Maker Communications, Inc. 1999
         Stock Incentive Plan; (viii) Applied Telecom, Inc. 2000 Non-Qualified
         Stock Option Plan; (ix) Philsar Semiconductor Inc. Stock Option Plan;
         (x) Sierra Imaging, Inc. 1996 Stock Option Plan; (xi) HotRail, Inc.
         1997 Equity Incentive Plan; (xii) HotRail, Inc. 2000 Equity Plan;
         (xiii) NetPlane Systems, Inc. Stock Option Plan; (xiv) Novanet
         Semiconductor Ltd. Employee Shares Option Plan; and (xv) HyperXS
         Communications, Inc. 2000 Stock Option Plan (collectively, the
         "Plans"), to add to the definition of "Participant", "Covered
         Employee", "Optionee", "Grantee" or other similar term, as the case may
         be, in each of the Plans, the following:

                           "Notwithstanding the foregoing, a Participant,
                  Covered Employee, Optionee, Grantee or other similar term, as
                  the case may be, referring to a holder of a stock option
                  outstanding hereunder, shall also include any employee of
                  Conexant Systems, Inc. (`Conexant') or any of its subsidiaries
                  as of the opening of business on the Mindspeed Distribution
                  Date (as defined below) who then held one or more outstanding
                  stock options hereunder and who at or prior to the time of the
                  Mindspeed Distribution (as defined below) on the Mindspeed
                  Distribution Date remained or became an employee of Mindspeed
                  (as defined below) or any of its subsidiaries (a `Continuing
                  Mindspeed Employee'), but only for purposes of determining
                  such employee's rights with respect to his or her outstanding
                  stock options and only so long as such employee shall remain
                  an employee of Mindspeed or any of its subsidiaries. For
                  purposes of the preceding sentence, (i) `Mindspeed' shall mean
                  Mindspeed Technologies, Inc., a Delaware corporation, and any
                  successor thereto and (ii) `Mindspeed Distribution Date' and
                  `Mindspeed Distribution' shall have the meanings of the terms
                  `Distribution Date' and `Distribution', respectively, set
                  forth in the Distribution Agreement, dated as of June 27, 2003
                  by and between Conexant and Mindspeed relating, among other
                  things, to the distribution of shares of Mindspeed common
                  stock to Conexant shareholders. Solely for purposes of vesting
                  and treatment of a Continuing Mindspeed Employee's options
                  hereunder until termination of employment due to retirement,
                  death, disability or otherwise, continued employment of a
                  Continuing Mindspeed Employee with Mindspeed or any of its
                  subsidiaries (or an affiliate thereof) shall be treated as
                  continued employment with Conexant."