Common use of Incentive Compensation Plans Clause in Contracts

Incentive Compensation Plans. (a) Except as set forth in Section 6.08, effective as of the Time of Distribution, Washington hereby assumes or retains, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Washington Participants under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Group) in effect at or prior to the Time of Distribution. (b) Effective as of the Time of Distribution, Conexant hereby assumes or retains, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Pre-Distribution Group Employees under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Group) in effect at or prior to the Time of Distribution, other than those assumed by Washington pursuant to Section 6.02(a). (c) Conexant and Washington will cooperate in taking all actions necessary or appropriate to adjust the performance goals and other applicable terms and conditions of awards under the Incentive Compensation Plans and such other incentive compensation plans and arrangements for performance periods that begin before and end after the Time of Distribution as appropriate to reflect the Distribution. Without limiting the generality of the foregoing, for purposes of any Conexant restricted stock awards held by any Active Washington Employee, continued employment of such employee with Washington or Alpha (or an Affiliate thereof) following the Time of Distribution shall be treated as continued employment with Conexant. (d) Notwithstanding anything to the contrary in Sections 6.02(a) through (c), nothing in this Section 6.02 will prevent either Conexant or Washington from amending or terminating in accordance with the terms thereof any existing, or implementing any future, incentive compensation plans and arrangements on such terms as Conexant or Washington may determine in their sole discretion after the Time of Distribution.

Incentive Compensation Plans. (a) Except as set forth in Section 6.08, effective Effective as of the Time of Distribution, Washington Mindspeed and the Mindspeed Subsidiaries hereby assumes assume or retainsretain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Mindspeed Group) for, due to and/or attributable to Washington Mindspeed Participants under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Mindspeed Group) in effect at or prior to the Time of Distribution. (b) Effective as of the Time of Distribution, Conexant and the Conexant Subsidiaries hereby assumes assume or retainsretain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Mindspeed Group) for, due to and/or attributable to Pre-Distribution Group Employees Conexant Participants under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Mindspeed Group) in effect at or prior to the Time of Distribution, Distribution (other than those assumed by Washington pursuant to Section 6.02(athe Mindspeed Incentive Compensation Plans). (c) Effective as of the Time of Distribution, Mindspeed and the Mindspeed Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) under or relating to the Mindspeed Incentive Compensation Plans. (d) Conexant and Washington Mindspeed will cooperate in taking all actions necessary or appropriate to adjust the performance goals and other applicable terms and conditions of awards under the Incentive Compensation Plans, the Mindspeed Incentive Compensation Plans and such all other long-term, annual or other incentive compensation plans and arrangements for performance periods that begin before and end after the Time of Distribution as appropriate to reflect the Distribution. Without limiting the generality of the foregoing, for purposes of any Conexant restricted stock awards held by any Active Washington Mindspeed Employee, continued employment of such employee with Washington or Alpha Mindspeed (or an Affiliate thereof) (including a Mindspeed Transfer Employee) following the Time of Distribution shall will be treated as continued employment with Conexant. (d) Notwithstanding anything to the contrary in Sections 6.02(a) through (c), nothing in this Section 6.02 will prevent either Conexant or Washington from amending or terminating in accordance with the terms thereof any existing, or implementing any future, incentive compensation plans and arrangements on such terms as Conexant or Washington may determine in their sole discretion after the Time of Distribution.

Incentive Compensation Plans. (a1) Except Each Corporation RSU, Corporation PSU, Corporation DSU and Corporation SAR will be dealt with in accordance with the Plan of Arrangement. The Corporation will take all reasonable steps required or advisable to give effect to the foregoing. (i) The LTIP relating to Corporation RSUs and Corporation PSUs shall be amended, restated or supplemented as set forth in Section 6.08, effective as is necessary to take into account the privatization of the Time Corporation, including for purposes of Distributionmodifying the method, Washington hereby assumes conditions and restrictions of exercise of Corporation RSUs and Corporation PSUs, adding a cash settlement feature with respect to the Corporation RSUs and modifying the valuation methodology, and (3) The Corporation shall take such steps as are necessary (as agreed to by the Purchaser, acting reasonably) to ensure that all grants awarded under each of (i) its SAR Plan and (ii) its DSU Plan (whether vested or retainsunvested), without any further action by or on behalf of recipients of such grants, be satisfied and extinguished on the Effective Date by a cash payment from the Corporation equal to the Consideration per Subordinate Voting Share, less applicable withholding Taxes, in accordance with the SAR Plan and DSU Plan, as applicable. Notwithstanding the foregoing, the Purchaser or an affiliate thereof may agree, in its sole discretion, to assume obligations in respect of some or all of such grants on such terms as it may agree to with a grant recipient, in which case the Corporation shall not satisfy or extinguish such grants in respect of which the Purchaser or an affiliate thereof, as the case may be, has reached an agreement with a grant recipient. (4) All amounts payable pursuant to this Section 2.7 shall be paid to the applicable recipient solely through the payroll or equity plan management system of the Corporation and its Subsidiaries, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Washington Participants under the Incentive Compensation Plans and all other long-term, annual less applicable withholding Taxes and other applicable deductions, if any. (5) The Corporation agrees in good faith to consider any amendments to the Corporation’s incentive compensation plans proposed by the Purchaser which proposed amendments may take into account, among other things, that the Purchaser Parent is a publicly listed entity which may afford the opportunity for holders of Conexant Corporation DSUs, Corporation SARs, Corporation PSUs and its Subsidiaries (including members of Corporation RSU to participate in the Washington Group) in effect at or prior to the Time of Distribution. (b) Effective as of the Time of Distribution, Conexant hereby assumes or retains, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Pre-Distribution Group Employees under the Incentive Compensation Plans and all other long-term, annual and other Purchaser Parent’s incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Group) in effect at or prior following Closing, provided that any proposed amendments to the Time of Distribution, other than those assumed by Washington pursuant to Section 6.02(a). (c) Conexant and Washington will cooperate in taking all actions necessary or appropriate to adjust the performance goals and other applicable terms and conditions of awards under the Incentive Compensation Plans and such other Corporation’s incentive compensation plans and arrangements for performance periods that begin before and end after the Time of Distribution as appropriate to reflect the Distribution. Without limiting the generality of the foregoing, for purposes of any Conexant restricted stock awards held by any Active Washington Employee, continued employment of such employee with Washington or Alpha (or an Affiliate thereof) following the Time of Distribution shall be treated as continued employment with Conexant. (d) Notwithstanding anything are no less advantageous to the contrary in Sections 6.02(a) through (c)holders of Corporation DSUs, nothing in Corporation SARs, Corporation PSUs and Corporation RSUs than the amendments contemplated by Section 2.7 and the other applicable provisions of this Section 6.02 will prevent either Conexant or Washington from amending or terminating in accordance with the terms thereof any existing, or implementing any future, incentive compensation plans and arrangements on such terms as Conexant or Washington may determine in their sole discretion after the Time of DistributionAgreement.

Incentive Compensation Plans. (a) Except as set forth in Section 6.08, effective Effective as of the Time of Distribution, Washington hereby assumes or retains, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Washington Participants under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Group) in effect at or prior to the Time of Distribution. (b) Effective as of the Time of Distribution, Conexant hereby assumes or retains, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities (including liability for earned but unpaid incentive payments) of Conexant or any of its Subsidiaries (including members of the Washington Group) for, due to and/or attributable to Pre-Distribution Group Employees under the Incentive Compensation Plans and all other long-term, annual and other incentive compensation plans of Conexant and its Subsidiaries (including members of the Washington Group) in effect at or prior to the Time of Distribution, other than those assumed by Washington pursuant to Section 6.02(a). (c) Conexant and Washington will cooperate in taking all actions necessary or appropriate to adjust the performance goals and other applicable terms and conditions of awards under the Incentive Compensation Plans and such other incentive compensation plans and arrangements for performance periods that begin before and end after the Time of Distribution as appropriate to reflect the Distribution. Without limiting the generality of the foregoing, for purposes of any Conexant restricted stock awards held by any Active Washington Employee, continued employment of such employee with Washington or Alpha (or an Affiliate thereof) following the Time of Distribution shall be treated as continued employment with Conexant. (d) Notwithstanding anything to the contrary in Sections 6.02(a) through (c), nothing in this Section 6.02 will prevent either Conexant or Washington from amending or terminating in accordance with the terms thereof any existing, or implementing any future, incentive compensation plans and arrangements on such terms as Conexant or Washington may determine in their sole discretion after the Time of Distribution.