exv10w1w2






Exhibit 10.1.2



[Date]




[Name]

[Address]



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



Dear [Name]:




RE: CONEXANT SYSTEMS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (2010 EQUITY INCENTIVE PLAN)



Conexant Systems, Inc. (the “Company”), pursuant to Section 6(b) of its 2010 Equity Incentive Plan
(the “Plan”), hereby grants to you (“Participant”) a restricted stock unit award covering the
number of shares of the Company’s Common Stock set forth below (the “Award”). This Award is
subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit
Award Agreement and the Plan, both of which are 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 Restricted Stock Unit Award Agreement. In the event of
any conflict between the terms in the Award 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.




	 	 	 

	Participant:

	 	[Name]
	Date of Grant:

	 	[Date]
	Vesting Commencement Date:

	 	[Date]
	Number of Shares Subject to Award:

	 	[XXX]
	Consideration:

	 	Participant’s Services







			
	Vesting Schedule:	 	[One-hundred percent (100%) of the shares covered by the Award will vest upon the
retirement of service as a member of the Board of Directors; provided, however, that such
retirement occurs one year or more after the grant date.]





     Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Restricted Stock Unit Award Grant Notice, the Restricted Stock Unit
Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this
Restricted Stock Unit Award Grant Notice, the Restricted Stock Unit Award Agreement and the Plan
set forth the entire understanding between Participant and the Company regarding the Award and
supersede all prior oral and written agreements on that subject, with the exception of (i)
restricted stock unit awards previously granted and delivered to Participant under the Plan and
(ii) any employment agreement executed by the Company and Participant.



CONEXANT SYSTEMS, INC.




Michael Vishny

Senior Vice President, Human Resources









 









 








Conexant Systems, Inc.

2010 Equity Incentive Plan




Restricted Stock Unit Award Agreement 



     Pursuant to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted
Stock Unit Award Agreement (“Agreement”) and in consideration of your services, Conexant Systems,
Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under Section
6(b) of the Conexant Systems, Inc. 2010 Equity Incentive Plan (the “Plan”) for the
number of shares of the Company’s common stock (the “Stock”) indicated in the Grant Notice. Your
Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this
Award. This Restricted Stock Unit Award Agreement shall be deemed to be agreed to by the Company
and you upon the signing by you of the Restricted Stock Unit Award Grant Notice to which it is
attached. Capitalized terms not explicitly defined in this Restricted Stock Unit Award Agreement
but defined in the Plan shall have the same definitions as in the Plan. In the event of any
conflict between the terms in this Restricted Stock Unit Award Agreement and the Plan, the terms
of the Plan shall control. The details of your Award, in addition to those set forth in the Grant
Notice and the Plan, are as follows.



     The details of your Award are as follows.



     1. Grant of the Award. This Award represents the right to be issued on a future
date the number of shares of the Company’s Common Stock as indicated in the Grant Notice. As of
the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for
your benefit (the “Account”) the number of shares of Common Stock subject to the Award. This
Award was granted in consideration of your services to the Company. Except as otherwise provided
herein, you will not be required to make any payment to the Company (other than past and future
services to the Company) with respect to your receipt of the Award, the vesting of the shares or
the delivery of the underlying Common Stock.



     2. Date of Issuance. 



          (a) Subject to Section 3 below, the Company will deliver to you a number of shares of the
Company’s Common Stock equal to the number of vested shares subject to your Award, including any
additional shares received pursuant to Section 5 below that relate to those vested shares on the
date of your termination of Continuous Service as a member of the Board that qualifies as a
“separation from service” for purposes of Section 409A of the Code, or if earlier, as soon as
administratively practicable after the date of your death. However, if a scheduled delivery date
falls on a date that is not a business day, such delivery date shall instead fall on the next
following business day. The form of such delivery (e.g., a stock certificate or electronic entry
evidencing such shares) shall be determined by the Company.







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          (b) Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s
policy permitting officers and directors to sell shares only during certain “window” periods, in
effect from time to time or you are otherwise prohibited from selling shares of the Company’s
Common Stock in the public market and any shares in respect of your Award are scheduled to be
delivered on a day (the “Original Distribution Date”) that does not occur during an open “window
period” applicable to you, as determined by the Company in accordance with such policy, or does not
occur on a date when you are otherwise permitted to sell shares of the Company’s Common Stock on
the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by
withholding shares from your distribution, then such shares shall not be delivered on such Original
Distribution Date and shall instead be delivered on the first business day of the next occurring
open “window period” applicable to you pursuant to such policy (regardless of whether you are still
providing continuous services at such time) or the next business day when you are not prohibited
from selling shares of the Company’s Common Stock in the open market, but in no event beyond the
later of (i) the end of the calendar year in which the Original Distribution Date occurs, or (ii)
the 90th day following the Original Distribution Date (provided that you do not have a
right to designate the taxable year of the payment). Notwithstanding the foregoing, in the event
of a Change in Control that is a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the assets of the Company, in each case for purposes of
Section 409A(a)(2)(A)(v) of the Code and the regulations and other guidance thereunder, then the
delivery of the shares shall not be delayed and the shares shall be delivered immediately prior to
the Change in Control. The form of such delivery (e.g., a stock certificate or electronic entry
evidencing such shares) shall be determined by the Company.




     3. Vesting. Subject to the limitations contained herein, your Award will vest, if
at all, in accordance with the vesting schedule provided in the Grant Notice, provided that
vesting will cease upon the termination of your Continuous Service as a member of the Board.
Upon such termination of your Continuous Service as member of the Board, the shares credited to
the Account that were not vested on the date of such termination will be forfeited at no cost to
the Company and you will have no further right, title or interest in or to such underlying shares
of Common Stock. Notwithstanding the foregoing, (i) if you are removed from the Board by [at
least 2/3 of] the other members of the Board for “cause”, as reasonably determined by such other
members of the Board, then you shall forfeit any right under a vested Award to such distribution
of shares of Common Stock, and (ii) the Board may, in its sole discretion, elect to accelerate
the vesting of all or any portion of your Award that had not become vested on or prior to the date
of such termination or to extend the vesting period beyond the date of such termination.



     4. Number of Shares. The number of shares subject to your Award may be adjusted
from time to time for Capitalization Adjustments, as provided in the Plan.



          (a)
Any shares, cash or other property that becomes subject to the Award pursuant to this
Section 4 and Section 5, if any, shall be subject, in a manner determined by the Board, to the same
forfeiture restrictions, restrictions on transferability, and time and manner of delivery as
applicable to the other shares covered by your Award.







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          (b) Notwithstanding the provisions of this Section 4, no fractional shares or rights for
fractional shares of Common Stock shall be created pursuant to this Section 4. The Board shall, in
its discretion, determine an equivalent benefit for any fractional shares or fractional shares that
might be created by the adjustments referred to in this Section 4.




     5. Dividends. You shall receive no benefit or adjustment to your Award with respect
to any cash dividend, stock dividend or other distribution that does not result from a
Capitalization Adjustment as provided in Section 9(a) of the Plan; provided, however, that this
sentence shall not apply with respect to any shares of Common Stock that are delivered to you in
connection with your Award after such shares have been delivered to you.



     6. Securities Law Compliance. You may not be issued any shares of Common Stock under
your Award unless either (i) the shares are registered under the Securities Act; or (ii) the
Company has determined that such issuance would be exempt from the registration requirements of the
Securities Act. Your Award also must comply with other applicable laws and regulations governing
the Award, and you will not receive such shares if the Company determines that such receipt would
not be in material compliance with such laws and regulations.



     7. Execution of Documents. You hereby acknowledge and agree that the manner
selected by the Company by which you indicate your consent to your Grant Notice is also deemed to
be your execution of your Grant Notice and of this Agreement. You further agree that such manner
of indicating consent may be relied upon as your signature for establishing your execution of any
documents to be executed in the future in connection with your Award. This Agreement shall be
deemed to be signed by the Company and you upon the respective signing by the Company and you of
the Grant Notice to which it is attached.



     8. Limitations on Transfer. Your Award is not transferable, except by will or by
the laws of descent and distribution. In addition to any other limitation on transfer created by
applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise
dispose of any interest in any of the shares of Common Stock subject to the Award until the shares
are issued to you in accordance with Section 2 of this Agreement. After the shares have been
issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any
interest in such shares provided that any such actions are in compliance with the provisions
herein and applicable securities laws. 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 receive any distribution of Common
Stock to which you were entitled at the time of your death pursuant to this Agreement.



     9. Award not a Service Contract. 



          (a) Your Continuous Service with the Company or an Affiliate is not for any specified term and
may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or
without cause and with or without notice. Nothing in this Restricted Stock Unit Award Agreement
(including, but not limited to, the vesting of your Award pursuant to the schedule set forth in
Section 3 of this Agreement or the issuance of the shares subject to your Award), the Plan or any
covenant of good faith and fair dealing that may be found implicit in this






3.









 







Restricted Stock Unit Award Agreement or the Plan shall: (i) confer upon you any right to
continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any
promise or commitment by the Company or an Affiliate regarding the fact or nature of future
positions, future work assignments, future compensation or any other term or condition of
employment or affiliation; (iii) confer any right or benefit under this Restricted Stock Unit Award
Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this
Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without
regard to any future vesting opportunity that you may have.




          (b) By accepting this Award, you acknowledge and agree that the right to continue vesting in
the Award pursuant to the schedule set forth in Section 3 of this Agreement is earned only by
continuing as an employee, director or consultant at the will of the Company (not through the act
of being hired, being granted this Award or any other award or benefit) and that the Company has
the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or
Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You
further acknowledge and agree that such a reorganization could result in the termination of your
Continuous Service, or the termination of Affiliate status of your employer and the loss of
benefits available to you under this Restricted Stock Unit Award Agreement, including but not
limited to, the termination of the right to continue vesting in the Award. You further acknowledge
and agree that this Restricted Stock Unit Award Agreement, the Plan, the transactions contemplated
hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing
that may be found implicit in any of them do not constitute an express or implied promise of
continued engagement as an employee or consultant for the term of this Agreement, for any period,
or at all, and shall not interfere in any way with your right or the Company’s right to terminate
your Continuous Service at any time, with or without cause and with or without notice.




     10. Withholding Obligations.



          (a) On or before the time you receive a distribution of the shares subject to your Award, or
at any time thereafter as requested by the Company, you hereby authorize any required withholding
from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for
any sums required to satisfy the federal, state or local tax withholding obligations of the Company
or any Affiliate which arise in connection with your Award (the “Withholding Taxes”).
Additionally, the Company may, in its sole discretion, satisfy all or any portion of the
Withholding Taxes obligation relating to your Award by any of the following means or by a
combination of such means: (i) withholding payment from any amounts otherwise payable to you by the
Company; (ii) causing you to tender a cash payment; or (iii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to you in connection with the Award
with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to
Section 2 of this Agreement) equal to the amount of such Withholding Taxes; provided, however, that
the number of such shares of Common Stock so withheld shall not exceed the amount necessary to
satisfy the Company’s required tax withholding obligations using the minimum statutory withholding
rates for federal, state, local and foreign tax purposes, including payroll taxes, that are
applicable to supplemental taxable income.







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          (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to deliver to you any Common Stock.




          (c) In the event the Company’s obligation to withhold arises prior to the delivery to you of
Common Stock or it is determined after the delivery of Common Stock to you that the amount of the
Company’s withholding obligation was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper
amount.




     11. Unsecured Obligation. Your Award is unfunded, and as a holder of a vested
Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s
obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any
other rights as a stockholder of the Company with respect to the shares to be issued pursuant to
this Agreement until such shares are issued to you pursuant to Section 2 of this Agreement. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company.
Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind or a fiduciary relationship between you and the
Company or any other person.



     12. Other Documents. You hereby acknowledge receipt or the right to receive a
document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s
policy permitting officers and directors to sell shares only during certain “window” periods and
the Company’s insider trading policy, in effect from time to time.



     13. Notices. All notices with respect to the Plan shall be in writing and shall be
hand delivered or sent by first class mail or reputable overnight delivery service, expenses
prepaid. Notice may also be given by electronic mail or facsimile and shall be effective on the
date transmitted if confirmed within 24 hours thereafter by a signed original sent in a manner
provided in the preceding sentence. Notices to the Company or the Board of Directors shall be
delivered or sent to the Company’s headquarters, to the attention of its Chief Financial Officer.
Notices to any Participant or holder of shares of Stock issued pursuant to an Award shall be
sufficient if delivered or sent to such person’s address as it appears in the regular records of
the Company or its transfer agent. Notwithstanding the foregoing, the Company may, in its sole
discretion, decide to deliver any documents related to participation in the Plan and this Award by
electronic means or to request your consent to participate in the Plan by electronic means. You
hereby consent to receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.



     14. Miscellaneous.



          (a) The rights and obligations of the Company under your Award shall be transferable to any
one or more persons or entities, and all covenants and agreements hereunder shall inure to the
benefit of, and be enforceable by the Company’s successors and assigns. Your






5.









 







rights and obligations under your Award may only be assigned with the prior written consent of
the Company.




          (b) You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your
Award.




          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully
understand all provisions of your Award.




          (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as may be required.




          (e) All obligations of the Company under the Plan and this Agreement shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.




     15. Governing Plan Document. Your Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your Award, 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. Except as expressly provided herein, in the event of any conflict
between the provisions of your Award and those of the Plan, the provisions of the Plan shall
control.



     16. Severability.  If all or any part of this Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to the terms of such
Section or part of a Section to the fullest extent possible while remaining lawful and valid.



     17. Effect on Other Employee Benefit Plans. The value of the Award subject to this
Agreement shall not be included as compensation, earnings, salaries, or other similar terms used
when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company
or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves
its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit
plans.



     18. Choice of Law. The interpretation, performance and enforcement of this
Agreement will be governed by the law of the state of California without regard to such state’s
conflicts of laws rules.



     19. Amendment. This Agreement may not be modified, amended or terminated except by
an instrument in writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the



6.









 







Board by a writing which specifically states that it is amending this Agreement, so long as a
copy of such amendment is delivered to you, and provided that no such amendment adversely
affecting your rights hereunder may be made without your written consent. Without limiting the
foregoing, the Board reserves the right to change, by written notice to you, the provisions of
this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant
as a result of any change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to rights relating to
that portion of the Award which is then subject to restrictions as provided herein.




7.