Period will automatically be extended for an additional one (l)-year period on the the RenewalDate and on each anniversary of the Renewal Date (“Effective Date”) unless either party giveswritten notice to the other party at least sixty (60) days before the end of the Employment Periodthat it does not wish such automatic one (1) year extensions to occur.          3. Position and Duties. The Executive will continue to serve as Senior VicePresident, Strategy and Business Development during the Employment Period. As Senior VicePresident, Strategy and Business Development, the Executive will render executive, policy, andother management services to the Company of the type customarily performed by persons serving ina similar capacity and as reasonably determined by the Chief Executive Officer or Board ofDirectors of the Company (the “Board”) with regard to the Executive’s status and position withinthe Company. The Executive will initially report directly to the Chief Executive Officer. TheExecutive will devote the Executive’s reasonable best efforts and full business time to theperformance of her duties hereunder and the advancement of the business and affairs of theCompany during the Employment Period, it being understood that the Executive may, consistent withthe other provisions of this Agreement, pursue other outside interests including but not limitedto the Executive’s devoting time to managing the Executive’s personal investments and tocharitable and community activities.          4. Place of Performance. During the Employment Period, the Executive’s primary placeof employment and work location will be Newport Beach, California, except for reasonable travelon Company business and as otherwise consented to by the Executive.          5. Compensation.          (a) Base Salary. During the Employment Period, the Company will continue to pay tothe Executive an annual base salary (the “Base Salary”), which is currently $235,000. The BaseSalary will be reviewed by the Board or the Compensation and Management Development Committee ofthe Board (the “Compensation Committee”) no less frequently than annually and may be increased(but not materially decreased) at the discretion of the Board or the Compensation Committee. Ifthe Executive’s Base Salary is increased, the increased amount will be the Base Salary for theremainder of the Employment Period. The Base Salary will be payable monthly or in such otherinstallments as will be consistent with the Company’s payroll procedures in effect from time totime.          (b) Bonus. During the Employment Period, the Executive will be eligible to earn anannual performance bonus in an amount determined at the discretion of the Board or theCompensation 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 eachfiscal year of the Employment Period based upon overall performance of the Company and upon theExecutive’s individual performance. The Executive’s initial full year annual target bonus for the2008 fiscal year will remain forty-five percent (45%) of the Base Salary. In the event that atarget bonus is not established with respect to the 2009 fiscal year or any subsequent year, theExecutive’s target bonus shall be deemed to be the target bonus established under this Agreementfor the immediately preceding fiscal year.          To be eligible for any bonuses, the Executive must be employed by the Company as Senior VicePresident, Strategy and Business Development at the time the bonuses are paid.          In addition to any annual performance bonus payable under this Section 5(b), the Companyshall pay the Executive within 30 days of the “Effective Date”, a special “one time” retentionbonus in the gross amount (subject to applicable taxes) of **$400,000.**While this “special”retention bonus will be paid within 30 days, it will not be considered earned until **April 30,2009.**Should the Executive voluntarily terminate her employment for any reason (other than as aresult of (i) death; or (ii) disability) or be terminated for Cause before April 30, 2009, theExecutive will repay back to the Company any amounts actually received by the Executive within 30days of her Termination Date. If the Executive is involuntarily terminated for any other reasonthan Cause before April 30, 2009, the Executive will be deemed to have earned the “special”retention bonus.          (c) Equity Compensation. (i) Executive’s current stock option holdings willcontinue to vest per their current terms and conditions. **The Executive will also be granted a newPerformance Share award of 250,000 Restricted Stock Units (RSU’s) upon the Effective Date.**ThisPerformance Share award will have a cliff vesting date (of 100% of the grant) of **April 30, 2009,**subject to the Executive’s continued employment as Senior Vice President, Strategy and BusinessDevelopment through that date. All stock options, Performance Share awards, Performance RSUs andNon-Performance RSUs shall be subject to the terms of this Agreement and the relevant stock unit oroption agreements and relevant stock plan under which they are granted.               (ii) Notwithstanding the foregoing, in the event of a Change of Control, any unvested stockoptions, Non-Performance RSUs and shares of nonperformance based restricted stock in Companycommon stock held by the Executive (including any unvested portion of the April 2008 PerformanceShare award) will become fully vested contingent upon and immediately prior to the first Changeof Control to occur following the Effective Date.               (iii) Notwithstanding any other provision of this Agreement to the contrary, except asotherwise provided in Executive’s respective Performance Share
 

 
award agreement, any vested Performance or Non-Performance RSUs will be paid out immediately uponvesting and in no event after the later of (i) two and one-half (2 1/2) months after the end of theCompany’s fiscal year in which such Performance or Non-Performance RSUs vest, or (ii) March 15following the calendar year in which such Performance or Non-Performance RSUs vest.          (d) Benefits. During the Employment Period, the Executive will be entitled to allemployee benefits and perquisites made available to senior executives of the Company. Nothingcontained in this Agreement will prevent the Company from terminating plans, changing carriers oreffecting modifications in employee benefits coverage for the Executive as long as suchmodifications affect all similarly situated employees and/or officers of the Company.          (e) Vacation; Holidays. During the Employment Period, the Executive will be entitledto all public holidays observed by the Company and vacation days in accordance with the applicablevacation policies for senior executives of the Company, which vacation days will be taken at areasonable time or times. The Executive will be entitled to her current vacation schedule.          (f) Withholding Taxes and Other Deductions. To the extent required by law, theCompany will withhold from any payments due to the Executive under this Agreement any applicablefederal, state or local taxes and such other deductions as are prescribed by law.          6. Expenses. The Executive is expected and is authorized, subject to the businessexpense policies as determined by the Company, to incur reasonable expenses in the performance ofthe Executive’s duties hereunder, including the costs of entertainment, travel, and similarbusiness expenses. The Company will promptly reimburse the Executive for all such expenses uponperiodic presentation by the Executive of an accounting of such expenses on terms applicable tosenior executives of the Company.          7. Confidentiality; Work Product.          (a) Information. The Executive acknowledges that the information, observations anddata obtained by the Executive concerning the business and affairs of the Company and itsAffiliates and their predecessors during the course of the Executive’s performance of servicesfor, or employment with, any of the foregoing persons (whether or not compensated for suchservices) are the property of the Company and its Affiliates, including information concerningacquisition opportunities in or reasonably related to the business or industry of the Company orits Affiliates and their predecessors of which the Executive becomes aware during such period.Therefore, the Executive agrees that the Executive will not at any time (whether during or afterthe Employment Period) disclose to
 

 
any unauthorized person or, directly or indirectly, use for the Executive’s own account, any ofsuch information, observations, data or any Work Product (as defined below) or Copyrightable Work(as defined below) without the Board’s consent, unless and to the extent that the aforementionedmatters become generally known to and available for use by the public other than as a direct orindirect result of the Executive’s acts or omissions to act or the acts or omissions to act ofother senior or junior management employees of the Company and its Affiliates. The Executive agreesto deliver to the Company at the termination of the Executive’s employment, or at any other timethe Company may request in writing (whether during or after the Employment Period), all memoranda,notes, plans, records, reports and other documents, regardless of the format or media (and copiesthereof), relating to the business of the Company and its Affiliates and their predecessors(including, without limitation, all acquisition prospects, lists and contact information) which theExecutive may then possess or have under the Executive’s control.          (b) Intellectual Property. The Executive acknowledges that all inventions,innovations, improvements, developments, methods, designs, analyses, drawings, reports, tradesecrets, know-how, ideas, computer programs, and all similar or related information (whether ornot patentable) that relate to the actual or anticipated business, research and development orexisting or future products or services of the Company or its Affiliates and their predecessorsthat are conceived, developed, made or reduced to practice by the Executive while employed by theCompany or any of its predecessors (“Work Product”) belong to the Company, and the Executivehereby assigns, and agrees to assign, all of the Executive’s rights, title and interest in and tothe Work Product to the Company. Any copyrightable work (“Copyrightable Work”) prepared in wholeor in part by the Executive in the course of the Executive’s work for any of the foregoingentities will be deemed a “work made for hire” under the copyright laws, and the Company will ownall rights therein. To the extent that it is determined, by any authority having jurisdiction,that any such Copyrightable Work is not a “work made for hire,” the Executive hereby assigns andagrees to assign to the Company all of the Executive’s rights, title and interest, including,without limitation, copyright in and to such Copyrightable Work. The Executive will promptlydisclose such Work Product and Copyrightable Work to the Board and perform all actions reasonablyrequested by the Board (whether during or after the Employment Period) to establish and confirmthe Company’s ownership (including, without limitation, assignments, consents, powers of attorneyand other instruments).          (c) Enforcement. The Executive acknowledges that the restrictions contained in thisSection 7 are reasonable and necessary, in view of the nature of the Company’s business, in orderto protect the legitimate interests of the Company, and that any violation thereof would result inirreparable injury to the Company. Therefore, the Executive agrees that in the event of a breachor threatened breach by the Executive of the provisions of this Section 7, the Company may beentitled to obtain from any court of competent jurisdiction, preliminary or permanentinjunctive relief restraining the
 

 
Executive from disclosing or using any such confidential information. Nothing herein will beconstrued as prohibiting the Company from pursuing any other remedies available to it for suchbreach or threatened breach, including, without limitation, recovery of damages from theExecutive.          8. Termination of Employment. Any termination of the EmploymentPeriod by the Company or the Executive will be communicated by written Notice ofTermination to the other party hereto in accordance with Section 11. For purposes of thisAgreement, a “Notice of Termination” will mean a notice which will indicate the specifictermination provision in this Agreement relied upon, if any, and will set forth inreasonable detail the facts and circumstances claimed to provide a basis for terminationof the Employment Period if the termination is being effected by the Company for Cause.Termination of the Employment Period will take effect on the Date of Termination. TheEmployment Period will be terminated under the following circumstances:          (a) Death. The Employment Period will terminate upon the Executive’s death;          (b) By the Company. The Company may terminate the Employment Period (i) if theExecutive has a Disability, or (ii) with or without Cause;          (c) By the Executive. The Executive may terminate the Employment Period at any time;or          (d) Non-Renewal. The Employment Period may terminate pursuant to the terms of Section2. The expiration of the Employment Period due to a notice of non-renewal by the Company to theExecutive will be treated as a termination of the Employment Period by the Company without Cause.The expiration of the Employment Period due to a notice of non-renewal tendered by the Executiveto the Company will be treated as a termination of the Employment Period by the Executive.          9. Compensation upon Termination. The Executive’s services as anemployee of the Company must be terminated in order for the Executive to receive anypayment or other benefit under this Section 9. Any change in job title or responsibilitieswill not constitute a termination of the Employment Period under this contract.          (a) Death. If the Employment Period terminates as a result of the Executive’s death,the Company will promptly pay to the Executive’s estate, or as may be directed by the legalrepresentatives of such estate, after the Date of Termination any accrued but unpaid Base Salarythrough the Date of Termination. All other unpaid amounts, if any, which the Executive has accruedand is entitled to as of the Date of Termination in connection with any fringe benefits or underany bonus or incentive
 

 
compensation plan or program of the Company pursuant to Sections 5(b), (c) and (d) will be paid inaccordance with the terms of any such plans or programs. In addition, if the Employment periodterminates as a result of the Executive’s death, then all unvested stock options, Non-PerformanceRSUs and shares of non-performance based restricted stock in Company common stock held by theExecutive will become fully vested immediately prior to Executive’s death and, in the case of thestock options, fully exercisable as of the Date of Termination, and the Executive’s estate will beentitled to exercise all such options until the earlier of: (i) the third anniversary of theExecutive’s Date of Termination or (ii) the expiration date of such option set forth in the grantnotice for the option award. The Company will have no further obligations to the Executive underthis Agreement or otherwise (other than pursuant to any employee benefit plan and any lifeinsurance, death in service or other equivalent policy for the benefit of the Executive).          (b) Disability. If the Company terminates the Employment Period becauseof the Executive’s Disability, the Company will promptly pay to the Executive after theDate of Termination any accrued but unpaid Base Salary through the Date of Termination.All other unpaid amounts, if any, which the Executive has accrued and is entitled to as ofthe Date of Termination in connection with any fringe benefits or under any bonus orincentive compensation plan or program of the Company pursuant to Sections 5(b), (c) and(d) will be paid in accordance with the terms of any such plans or programs. In addition, ifthe Company terminates the Employment Period because of the Executive’s Disability,then the Executive will be entitled to the equity and health insurance portions of theSeparation Benefits set forth in Section 9(e)(ii) and (iii). The Company will have no furtherobligations to the Executive under this Agreement or otherwise (other than pursuant to anyemployee benefit plan and any disability or other medical insurance policy for the benefitof the Executive).          (c) By the Company for Cause; By the Executive For Any Reason. If theCompany terminates the Employment Period for Cause or if the Executive terminates theEmployment Period for any reason, the Company will promptly pay to the Executive afterthe Date of Termination any accrued but unpaid Base Salary through the Date ofTermination. All other unpaid amounts, if any, which the Executive has accrued and isentitled to as of the Date of Termination in connection with any fringe benefits or underany bonus or incentive compensation plan or program of the Company pursuant toSections 5(b), (c) and (d) will be paid in accordance with the terms of any such plans orprograms.          Other than as set forth in this Section 9(c), the Company will have no further obligationsto the Executive under this Agreement or otherwise (other than pursuant to any employee benefitplan).
 

 
          (d) By the Company Without Cause. If the Company terminates theEmployment Period other than for Cause, Disability or death, the Executive will beentitled to the Separation Benefits (as defined in Section 9(e)). Other than as set forthherein, the Company will have no further obligations to the Executive under thisAgreement or otherwise (other than pursuant to any employee benefit plan).          As an express condition precedent to Executive receiving any Separation Benefits under thisSection 9, Executive must execute and not revoke a unilateral separation agreement and generalrelease of claims in a form satisfactory to the Company within sixty (60) calendar days of theDate of Termination. Nothing in this Section 9(d) will be deemed to operate or will operate as arelease, settlement or discharge of any liability of the Executive to the Company or others forany action or omission by the Executive, including without limitation any actions which formed,or could have formed, the basis for termination of the Executive’s employment for Cause.          (e) Separation Benefits. For purposes of this Agreement, “SeparationBenefits” will mean:     (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 the Executivehas accrued and is entitled to as of the Date of Termination; and  (B) an additional payment of **$75,000;**     (ii) reimbursement by the Company for the cost of coverage of Executive and/orExecutive’s covered dependents pursuant to the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended, or similar state statute (“COBRA”) for premiums under theCompany’s health insurance plans for a period of eighteen (18) months following the Dateof Termination, provided that Executive timely elects COBRA coverage and submits proof ofpremium payments to the Company, and     (iii) all unvested stock options, Non-Performance RSUs and shares of non-performancebased restricted stock in Company common stock (including the April 2008 PerformanceShare award) held by the Executive will become fully vested and, in the case of the stockoptions, fully exercisable immediately prior to Executive’s Date of Termination, and theExecutive will be entitled to exercise all such options until the earlier of: (A) the 15month anniversary of the Executive’s
 

 
Date of Termination or (B) the expiration date of such option set forth in the grantnotice for the option award.          Any cash payment pursuant to this Section 9(e), payment of Non-Performance RSUs or issuanceof shares of non-performance based restricted stock in Company common stock pursuant to Section9(e)(iii) will be made by the Company within thirty (30) days following the Date of Termination,except for any delay period required by Section 22 of this Agreement. Reimbursements pursuant toSection 9(e)(ii) shall be made as soon as administratively feasible following the Company’sreceipt of appropriate documentation, but in no event after the later of (i) two and one-half (21/2*)*months after the end of the Company’s fiscal year in which such costs are incurred, or (ii)March 15 following the calendar year in which such costs are incurred. Notwithstanding theforegoing, and to the extent applicable, the timing of such reimbursements, if any, shall besubject to any delay period required by Section 22 of this Agreement.          (f) Damages. The Executive agrees that, except for such other payments and benefits towhich the Executive may be entitled as expressly provided by the terms of this Agreement or anyapplicable Company plan, such amounts will be in lieu of all other claims for damages that theExecutive may make with respect to the termination of the Executive’s employment, the EmploymentPeriod or any such breach of this Agreement. In no event will the Executive be obligated to seekother employment or take any other action by way of mitigation of the amounts payable to theExecutive under any of the provisions of this Agreement, and, except as specifically provided inclause (ii) of Section 9(e), such amounts will not be reduced whether or not the Executive obtainsother employment.          10. Noncompetition and Nonsolicitation.          (a) Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILLNOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMSSERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOMEIMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THECOMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and theCompany jointly acknowledge that Executive’s initial and principal place of employment is NewportBeach, California, and therefore, this section 10 (a) is NOT in force and effect on the EffectiveDate. However, the Executive further acknowledges that in the course of the Executive’s employmentwith the Company and its Affiliates and their predecessors, the Executive has and will continue tobecome familiar with the trade secrets of, and other confidential information concerning, theCompany and its Affiliates and their predecessors, that the Executive’s services will be of
 

 
special, unique and extraordinary value to the Company and its Affiliates and that the Company’sability to accomplish its purposes and to successfully pursue its business plan and compete in themarketplace depends substantially on the skills and expertise of the Executive. Therefore, and infurther consideration of the compensation being paid to the Executive hereunder, the Executiveagrees that if his principal place of employment becomes a state other than California, then duringthe Employment Period and for a period of twelve months following the termination of the EmploymentPeriod for any reason (the “Restricted Period”), the Executive will not directly or indirectly own,manage, control, participate in, consult with, render services for, or in any manner engage in anybusiness competing with the businesses of the Company or its Affiliates, in any country where theCompany or its Affiliates conducts business; provided, however, that passive investmentsamounting to no more than three percent of the voting equity of a business and the Executive’sother current positions and activities described in Section 3 will not be prohibited hereby.          (b) Nonsolicitation. Executive agrees that, during the Employment Period and for aperiod of twelve (12) months following the termination of the Employment Period for any reason,the Executive will not directly or indirectly (i) induce or attempt to induce any employee of theCompany or any Affiliate to leave the employ of the Company or such Affiliate, or in any waywillfully interfere with the relationship between the Company or any Affiliate and any employeethereof, or (ii) induce or attempt to induce any customer, supplier, licensee or other businessrelation of the Company or any Affiliate to cease doing business with the Company or suchAffiliate, or in any way interfere with the relationship between any such customer, supplier,licensee or business relation and the Company or any Affiliate.          (c) Enforcement. If, at the time of enforcement of this Section 10, a court holds thatthe restrictions stated herein are unreasonable under circumstances then existing, the partieshereto agree that the maximum duration, scope or geographical area reasonable under suchcircumstances will be substituted for the stated period, scope or area and that the court will beallowed to revise the restrictions contained herein to cover the maximum duration, scope and areapermitted by law. If the provisions of this Section 10 will be deemed illegal by any jurisdiction,the provisions in this Section 10 will be deemed ineffective within such jurisdiction. Because theExecutive’s services are unique and because the Executive has access to confidential information,the parties hereto agree that money damages would be an inadequate remedy for any breach of anyprovision of this Agreement. Therefore, in the event of a breach or threatened breach by theExecutive of any provision of this Agreement, the Company may, in addition to other rights andremedies existing in its favor, apply to any court of competent jurisdiction for specificperformance and/or injunctive or other relief in order to enforce, or prevent any violations of,the provisions hereof (without posting a bond or other security).
 

 
          11. Notices. All notices, demands, requests or other communicationsrequired or permitted to be given or made hereunder will be in writing and will bedelivered, telecopied or mailed by first class registered or certified mail, postage prepaid,addressed as follows:          (a) If to the Company:Conexant Systems, Inc.