EXHIBIT 10-f-5
AMENDMENT TO EMPLOYMENT AGREEMENT
(Active Employment beyond February 25, 2003)
This AMENDMENT, dated as of December 2, 2002 (the "Amendment"), is entered into
by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), and
Xxxx Xxxxxxxx, an individual (the "Executive").
RECITALS
A. WHEREAS, Conexant, and the Executive entered into an
employment agreement, dated February 25, 2002, with exhibits
(the "Employment Agreement").
B. WHEREAS, the Employment Agreement contemplates that the
Executive will remain on active employee through February 25,
2003, and then be placed on an unpaid leave of absence from
February 26, 2003 through February 25, 2004.
C. WHEREAS, Conexant, and the Executive desire to amend the
Employment Agreement to provide for an extended period of paid
active employment.
NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants set forth in this Amendment, Conexant, and the Executive agree as
follows:
1. Section 1(a) of the Employment Agreement is hereby amended and
restated in its entirely as follows:
(a) Term. The term of employment shall commence on the
date of this Agreement and end on February 25, 2004
("Employment Period"), unless earlier terminated as
set forth herein. During this Employment Period,
Executive shall be an active employee from the date
of this Agreement until a mutually agreed upon date
between February 26, 2003 and February 25, 2004. If
active employment ends prior to February 25, 2004,
Executive and the Company agree that Executive shall
be placed on an unpaid leave of absence until
February 25, 2004. At the close of business on
February 25, 2004, Executive shall retire from
Conexant.
(b) Duties and Responsibilities. The Executive will
continue to serve as Senior Vice President and
General Manager, Wireless Communications until the
spin-off of the Wireless Communication
business and the merger thereof with Alpha
Industries, Inc. ("Alpha"). Executive will be
reporting to the Chief Executive Officer of the
Company ("CEO"). The Executive shall have each and
all of the duties and responsibilities of that
position and such other or different duties on behalf
of the Company, as may be assigned from time to time
by the CEO. In addition, upon the closing of the
Wireless Communication merger with Alpha, Executive
agrees to
(i) be one of the Company's designees to become a member
of the Board of Directors of Alpha with a term of two
years;
(ii) provide services to Alpha, consistent with the
Executive's experience and most recent scope of
responsibilities, to assist in leading the
integration of Wireless Communication into Alpha. The
parties contemplate that such services would be part
of the Transition Services Agreement between the
Company and Alpha;
(iii) provide services to Conexant, consistent with the
Executive's experience, to research and evaluate
business development opportunities and the
development of international business operations in
selected countries.
2. Section 1(b) of the Employment Agreement is hereby amended and
restated in its entirety as follows:
(a) VERP. Commencing on October 1, 2002, the company shall
take all steps reasonably available to it to ensure that
Executive shall be eligible to draw a combined monthly
"Rockwell Pension" (also known as the Rockwell Vested
Terminated Pension Benefit) and Conexant Systems, Inc.
Voluntary Early Retirement Program ("VERP") benefit of
$10,439.93, until he reaches age 62, and $10,070.93 thereafter
for the term of these benefits. The combined Rockwell pension
and VERP benefit amounts shall be payable to Executive in
parallel with and in addition to this Base Salary. Executive
will remain on active employee health care benefit coverage
until February 25, 2004 at which time he and his eligible
dependents will be covered by the Conexant Retiree Medical
Plan.
IN WITNESS WHEREOF, Conexant, and the Executive have executed this Amendment as
of the day and year first written above.
CONEXANT SYSTEMS, INC.
By: /s/ Xxxx Xxxxx Date: December 2, 2002
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Xxxx Xxxxx
Senior Vice President
Human Resources
/s/ Xxxx Xxxxxxxx Date: December 2, 2002
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Xxxx Xxxxxxxx
