exv10wev1



 





Exhibit
10-e-1




Conexant Systems, Inc.

Directors Stock Plan

Amended Effective November 14, 2007





	1.	 	PURPOSE OF THE PLAN.
	 
	 	 	The purpose of the Directors Stock Plan (the “Plan”) is to link the compensation of
non-employee directors of Conexant Systems, Inc. (“Conexant”) directly with the interests
of the shareowners.
	 
	2.	 	PARTICIPANTS.
	 
	 	 	Participants in the Plan shall consist of directors of Conexant who are not employees of
Conexant or any of its subsidiaries (“Non-Employee Director”). The term “subsidiary” as
used in the Plan means a corporation more than fifty percent (50%) of the voting stock of
which, or an unincorporated business entity more than fifty percent (50%) of the equity
interest in which, shall at the time be owned directly or indirectly by Conexant.
	 
	3.	 	SHARES RESERVED UNDER THE PLAN.
	 
	 	 	Subject to the provisions of Section 8 of the Plan, there shall be reserved for delivery
under the Plan an aggregate number of shares of Common Stock of Conexant (“Shares”) equal
to the sum of (a) one million five hundred ninety three thousand fifty five (1,593,055)
plus (b) an annual increase effective on the first (1st) day of each fiscal year
of Conexant commencing with the fiscal year beginning on or about October 1, 2004 and
ending with the fiscal year beginning on or about October 1, 2014 of an amount equal to the
greater of (i) two hundred fifty thousand (250,000) Shares or (ii) seventy-five thousandths
of one percent





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	 	 	(0.075%) of the Shares outstanding on such date, provided that the Board may, in its sole
discretion, determine that the amount of any one (1) or more annual increases shall be the
lesser of such numbers of Shares. Shares to be delivered under the Plan may be authorized
and unissued Shares, Shares held in treasury or any combination thereof.






	4.	 	ADMINISTRATION OF THE PLAN.
	 
	 	 	The Plan shall be administered by the Compensation and Management Development Committee
(the “Committee”) of the Board of Directors of Conexant (the “Board”), subject to the right
of the Board, in its sole discretion, to exercise or authorize another committee or person
to exercise some of or all the responsibilities, powers and authority vested in the
Committee under the Plan. The Committee (or the Board or any other committee or person
authorized by the Board) shall have authority to interpret the Plan, and to prescribe,
amend and rescind rules and regulations relating to the administration of the Plan, and all
such interpretations, rules and regulations shall be conclusive and binding on all persons.
	 
	5.	 	EFFECTIVE DATE OF THE PLAN.
	 
	 	 	The Plan, as amended on November 1, 2001, was submitted to the shareowners of Conexant for
approval and was approved at the Annual Meeting of Shareowners held on February 27, 2002.
The amendments thereto adopted by the Board on August 8, 2003 were effective on August 8,
2003. Sections 6(c), 6(d), 7 and 12(a) [now 11(a)] of the Plan were amended by the Board
on December 15, 2003 effective on December 15, 2003. Sections 3 and 6(b) of the Plan were
amended




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	 	 	by the Board on December 15, 2003, subject to approval by the shareowners of Conexant,
which approval occurred on February 25, 2004. The Plan was amended by the Board on
February 25, 2004 to delete Section 8 “Additional Compensation” and the subsequent sections
were renumbered and conformed. On August 15, 2007 Section 7 of the Plan was amended to
delete deferral of fees through receipt of Restricted Shares. Also, on November 14, 2007,
Section 6 of the Plan was amended to remove the age criterion for “retirement” from the
Board
	 
	6.	 	STOCK OPTIONS.






	 	(a)	 	Each Non-Employee Director in office on January 2, 1999 shall be granted,
on or prior to March 31, 1999, an option to purchase eighty thousand (80,000) Shares.
Each other Non-Employee Director shall be granted an option to purchase forty thousand
(40,000) Shares at the meeting of the Board at which, or immediately following the
Annual Meeting of Shareowners at which, the Non-Employee Director is first elected a
director of Conexant.
	 
	 	(b)	 	To align more closely the date of grant of options to the employees and
officers of the Company, on the day of the Annual Meeting of Shareowners held in the
year 2004 and on the day of each Annual Meeting of Shareowners thereafter, each
Non-Employee Director, who has served as a Non-Employee Director for at least six (6)
months and who is elected a director at or who was previously elected and continues as
a director after that Annual Meeting, shall be granted an:




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	 	(i)	 	option to purchase ten thousand (10,000) Shares, provided,
however, that the Board may, by action taken on or before the date of any such
Annual Meeting, defer the option grants with respect to such Annual Meeting
for up to forty-five (45) days following such Annual Meeting (the “First
Annual Option Grant”); and
	 
	 	(ii)	 	option to purchase ten thousand (10,000) Shares six (6)
months after the date of the First Annual Option Grant (the “Second Annual
Option Grant”), provided, however, that the Board may determine to make the
Second Annual Option Grant up to forty-five (45) days before or after the six
(6) month anniversary of the First Annual Option Grant.






	 	(c)	 	The exercise price per share for each option granted under the Plan shall be
the closing price per share (the “Fair Market Value”) of Shares on the date of grant
as reported in the NASDAQ reporting system (or on the immediately preceding day such
stock was traded if it was not traded on the date of grant). The purchase price of
the Shares with respect to which an option or portion thereof is exercised shall be
payable in full in cash, Shares valued at their Fair Market Value on the date of
exercise, or a combination thereof. Each option may be exercised in whole or in part
at any time after it becomes exercisable; and each option shall become exercisable in
four (4) approximately equal installments on each of the first, second, third and
fourth anniversaries of the date the option is granted. No option shall be
exercisable prior to one (1) year nor after ten





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	 	 	 	(10) years from the date of the grant thereof; provided, however, that if the
holder of an option dies, the option may be exercised from and after the date of
the optionee’s death for a period of three (3) years (or until the expiration date
specified in the option if earlier) even if it was not exercisable at the date of
death. Moreover, if an optionee retires after completing at least five (5) years
service as a director, all options then held by such optionee shall be exercisable
even if they were not exercisable at such retirement date; provided, however, that
each such option shall expire at the earlier of five (5) years from the date of the
optionee’s retirement or the expiration date specified in the option.
	 
	 	(d)	 	Options granted under the Plan are not transferable other than by (i)
assignment to any entity affiliated with the grantee, to be designated in writing by
the grantee and subject to prior approval by the Board; (ii) will or by the laws of
descent and distribution; or (iii) gift to the grantee’s spouse or natural, adopted or
stepchildren or grandchildren (Immediate Family Members) or to a trust for the benefit
of one or more of the grantee’s Immediate Family Members or to a family charitable
trust established by the grantee or a member of the grantee’s family. If an optionee
ceases to be a director while holding unexercised options, such options are then void,
except in the case of (i) death, (ii) disability, (iii) retirement after completing
five (5) years service as a director, or (iv) resignation from the Board for reasons
of the antitrust laws, compliance




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	 	 	 	with Conexant’s conflict of interest policies or other circumstances that the
Committee may determine as serving the best interests of Conexant.






	7.	 	SHARES IN LIEU OF CASH COMPENSATION.
	 
	 	 	Each Non-Employee Director may elect each year, not later than December thirty-one (31) of
the year preceding the year as to which an election is to be applicable, to receive all or
any portion of the cash retainer to be paid for board, committee or other service in the
following calendar year through the issuance or transfer of Shares, valued at the closing
price as reported in the NASDAQ reporting system on the date when each payment of such
retainer amount would otherwise be made in cash (or on the immediately preceding day such
stock was traded, if it was not traded on that date).
	 
	8.	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
	 
	 	 	If there shall be any change in or affecting Shares on account of any merger,
consolidation, reorganization, recapitalization, reclassification, stock dividend, stock
split or combination, or other distribution to holders of Shares (other than a cash
dividend), there shall be made or taken such amendments to the Plan and such adjustments
and actions thereunder as the Board may deem appropriate under the circumstances.
	 
	9.	 	GOVERNMENT AND OTHER REGULATIONS.
	 
	 	 	The obligations of Conexant to deliver Shares upon exercise of options granted under
Section 6 of the Plan or pursuant to an election made under Section 7 of the Plan shall be
subject to (i) all applicable laws, rules and regulations and such




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	 	 	approvals by any governmental agencies as may be required, including, without limitation,
compliance with the Securities Act of 1933, as amended, and (ii) the condition that such
Shares shall have been duly listed and approved for quotation and trading in the NASDAQ
reporting system.
	 
	10.	 	AMENDMENT AND TERMINATION OF THE PLAN.
	 
	 	 	The Plan may be amended by the Board in
any respect, provided that, without
shareowner approval, no amendment shall
materially (i) increase the maximum
number of Shares available for delivery
under the Plan (other than as provided
for in Section 3 hereof and adjustments
pursuant to Section 8 hereof), (ii)
increase the benefits accruing to
participants under the Plan, or (iii)
modify the requirements as to
eligibility for participation in the
Plan. The Plan may also be terminated
at any time by the Board.
	 
	11.	 	MISCELLANEOUS.






	 	(a)	 	If a Change of Control as defined in Article III, Section 13(I)(1) of
Conexant’s By-Laws shall occur, all options then outstanding pursuant to the Plan
shall forthwith become fully exercisable whether or not then exercisable and the
restrictions on all Shares granted as Restricted Shares under the Plan shall forthwith
lapse; provided however, that each such option shall expire at the earlier of five (5)
years from the date of the Change of Control or the expiration date specified in the
option.




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	 	(b)	 	Nothing contained in the Plan shall be deemed to confer upon any person any
right to continue as a director of or to be associated in any other way with Conexant.
	 
	 	(c)	 	To the extent that Federal laws do not otherwise control, the Plan and all
determinations made and actions taken pursuant hereto shall be governed by the laws of
the State of Delaware.




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