exv10w1w1






Exhibit 10.1.1



[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:	 	[The shares covered by the Award will cliff vest 50% on the one year anniversary
[Date] of the Vesting Commencement Date and the remaining 50% vests on the second year
anniversary [Date] of the Vesting Commencement 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. 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) 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 applicable vesting date(s).
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.




          (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






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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 later than the fifteenth (15th) day of the third calendar month of the
calendar year following the calendar year in which the Original Distribution Date occurs.
Notwithstanding the foregoing, in the event that the vesting of your Award occurs because 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. Upon such termination
of your Continuous Service, 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.



     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.




          (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.



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     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
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





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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.




          (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.






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     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
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.





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          (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
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.




6.