exv10w1w3






Exhibit 10.1.3



[DATE]




[Name]

[Address]



Global ID: XXX-XX- [####]



Dear [Name]:




Re: Conexant Systems, Inc. Stock Option Award Grant Notice (2010 Equity Incentive Plan)



Conexant Systems, Inc. (the “Company”), pursuant to Section 5 of its 2010 Equity Incentive Plan
(the “Plan”), hereby grants to you (“Participant”) an option to purchase the number of shares of
the Company’s Common Stock set forth below (the “Option”). This Option is subject to all of the
terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of
Exercise, all of which are attached hereto, available on the Company’s Intranet and incorporated
herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan or the Option Agreement. In the event of any conflict between the terms in
the Option and the Plan, the terms of the Plan shall control. To access this information, please go
to Conexant NextWeb, select Departments, Human Resources, Compensation, Stock Administration. If
you have any questions, please contact Stock Administration at (949) 483-4525 or
stock.admin@conexant.com. Please read all documents carefully.




	 	 	 

	Optionholder:

	 	 
	Date of Grant:
	 	 
	Vesting Commencement Date:
	 	 
	Number of Shares Subject to Option:
	 	 
	Exercise Price (Per Share):
	 	 
	Total Exercise Price:
	 	 
	Expiration Date:
	 	 






	 	 	 

	Type of Grant:

	 	 ̈
Incentive Stock Option1
           ̈ Nonstatutory Stock Option
	 
	 	 
	Vesting Schedule:

	 	[1/4th of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in
a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting
Commencement Date.]
	 
	 	 
	Payment:

	 	By one or a combination of the following items (described in the Option Agreement):
	 
	 	 
	 

	 	þ By cash or check
	 

	 	þ By bank draft or money order payable to the Company
	 

	 	þ Pursuant to a Regulation T Program if the Shares are publicly traded
	 

	 	þ By delivery of already-owned shares if the Shares are publicly traded








 




	 	 	 
	1	 	If this is an Incentive Stock Option, it (plus
other outstanding Incentive Stock Options) cannot be first exercisable for more
than $100,000 in value (measured by exercise price) in any calendar year. Any
excess over $100,000 is a Nonstatutory Stock Option.




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	 	þ If and only to the extent this option is a Nonstatutory Stock Option,
and subject to the Company’s consent at the time of exercise, by a “net
exercise” arrangement2





Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan.
Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the
Option Agreement, and the Plan set forth the entire understanding between Optionholder and the
Company regarding the acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder by the Company, and (ii) the following agreements only:




	 	 	 

	Other Agreements:

	 	 
	 

	 	 






CONEXANT SYSTEMS, INC.




Michael Vishny

Senior Vice President, Human Resources






 




			
	2	 	Any portion of this option intended to
qualify as an Incentive Stock Option may not be exercised by net exercise.




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Conexant Systems, Inc.

2010 Equity Incentive Plan




Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)



     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
Conexant Systems, Inc. (the “Company”) has granted you an option under its 2010 Equity Incentive
Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly
defined in this Option Agreement but defined in the Plan shall have the same definitions as in the
Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments.



     3. Exercise Restriction for Non-Exempt Employees. In the event that you are an
Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended
(i.e., a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise
your option until you have completed at least six (6) months of Continuous Service measured from
the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your
option.



     4. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any one or more of the following manners unless otherwise provided in your Grant
Notice:



          (a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the
sales proceeds.




          (b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to
the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that
are owned free and clear of any liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole
discretion of the Company at the time you exercise your option, shall






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include delivery to the Company of your attestation of ownership of such shares of Common
Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your
option by tender to the Company of Common Stock to the extent such tender would violate the
provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.




               (i) If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the
time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Common Stock issued upon exercise of your option by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise price; provided,
however, that the Company shall accept a cash or other payment from you to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of
whole shares to be issued; provided further, however, that shares of Common Stock will no longer be
outstanding under your option and will not be exercisable thereafter to the extent that (1) shares
are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you
as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.



     5. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     6. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     7. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires,
subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:



          (a) immediately upon the termination of your Continuous Service for Cause;




          (b) three (3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided however, that if during any part of such three (3) month
period your option is not exercisable solely because of the condition set forth in the section
above relating to “Securities Law Compliance,” your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate period of three (3)
months after the termination of your Continuous Service; and if (i) you are a Non-Exempt Employee,
(ii) your Continuous Service terminates within six (6) months after the Date of Grant specified in
your Grant Notice, and (iii) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the earlier of (x) the later
of (A) the date that is seven (7) months after the Date of Grant specified in your






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Grant Notice or (B) the date that is three (3) months after the termination of your Continuous
Service, or (y) the Expiration Date;




          (c) twelve (12) months after the termination of your Continuous Service due to your
Disability;




          (d) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason other than Cause;




          (e) the Expiration Date indicated in your Grant Notice; or




          (f) the day before the tenth (10th) anniversary of the Date of Grant.




     If your option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at all times beginning
on the date of grant of your option and ending on the day three (3) months before the date of your
option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability of your option
under certain circumstances for your benefit but cannot guarantee that your option will necessarily
be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise
your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates.



     8. Exercise.



          (a) You may exercise the vested portion of your option during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock
acquired upon such exercise.




          (c) If your option is an Incentive Stock Option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.




     9. Transferability.



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          (a) If your option is an Incentive Stock Option, your option is generally not transferable,
except (1) by will or by the laws of descent and distribution or (2) pursuant to a domestic
relations order (provided that such Incentive Stock Option may be deemed to be a Nonstatutory Stock
Option as a result of such transfer), and is exercisable during your life only by you.
Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your death, shall thereafter
be entitled to exercise your option. In addition, you may transfer your option to a trust if you
are considered to be the sole beneficial owner (determined under Section 671 of the Code and
applicable state law) while the option is held in the trust, provided that you and the trustee
enter into transfer and other agreements required by the Company.




          (b) If your option is a Nonstatutory Stock Option, your option is not transferable, except (1)
by will or by the laws of descent and distribution, (2) pursuant to a domestic relations order, (3)
with the prior written approval of the Company, by instrument to an inter vivos or testamentary
trust, in a form accepted by the Company, in which the option is to be passed to beneficiaries upon
the death of the trustor (settlor) and (4) with the prior written approval of the Company, by gift,
in a form accepted by the Company, to a permitted transferee under Rule 701 of the Securities Act.




     10. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



     11. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with your option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and in
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). If the date of determination of any tax withholding obligation is
deferred to a date later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and timely election under
Section 83(b) of the Code,






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covering the aggregate number of shares of Common Stock acquired upon such exercise with
respect to which such determination is otherwise deferred, to accelerate the determination of such
tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of
such election, shares of Common Stock shall be withheld solely from fully vested shares of Common
Stock determined as of the date of exercise of your option that are otherwise issuable to you upon
such exercise. Any adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.




          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock unless such obligations are satisfied.




     12. Tax Consequences. You hereby agree that the Company does not have a duty to
design or administer the Plan or its other compensation programs in a manner that minimizes your
tax liabilities. You shall not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your option or your
other compensation. In particular, you acknowledge that this option is exempt from Section 409A of
the Code only if the exercise price per share specified in the Grant Notice is at least equal to
the “fair market value” per share of the Common Stock on the Date of Grant and there is no other
impermissible deferral of compensation associated with the option.



     13. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     14. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




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