EXHIBIT 10-f-6
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CONFIDENTIAL
GENERAL AGREEMENT
This Mutual Agreement ("Agreement") is made and entered into by and between
Conexant Systems, Inc. ("COMPANY"), and Xxxxxx X'Xxxxxx ("X'XXXXXX")
collectively referred to as "the Parties", dated as of the 30th day of
September, 2003 ("date of this Agreement").
RECITAL:
The Board (the "Board") of Directors and the Company has determined that is in
the best interests of the Company and its shareholders to assure that while
O'REILLY is employed that he devote his best efforts to the firm with continued
dedication free from certain potential distractions caused by the dynamic
marketplace in which the company operates.
Therefore, in order to accomplish these objectives, O'REILLY and COMPANY make
the following agreement for good and valuable consideration:
AGREEMENT:
1. O'REILLY understands and agrees that the following offer of
consideration is contingent upon O'REILLY performing his duties
to the best of his ability while employed with the COMPANY.
O'REILLY understands and agrees that the sole judge of this above
contingency will be the COMPANY's Chief Executive Officer.
2. OBLIGATIONS OF THE COMPANY UPON X'XXXXXX'X VOLUNTARY RESIGNATION:
If during X'XXXXXX'x employment with the COMPANY, he elects (in
writing) to voluntarily resign to the Chief Executive Officer,
and leave the COMPANY, he will be paid any earned unused vacation
hours remaining in his account no later than 30 days from his
last day worked on active duty. At the close of business on his
last day of active duty, the COMPANY will place O'REILLY on
formal salary and benefits continuation status coincident with a
paid personal leave of absence which will commence from the day
following his last day worked on active duty and extend to and
end at the close of business on the day that is 6 months from the
commencement date of the paid personal leave. It is understood
that during this period of time, O'REILLY will provide consulting
services to COMPANY as required by COMPANY for up to ten (10)
hours per month. However, any consulting services provided in
this manner will not extend the length of the salary continuation
period cited in this Agreement. During the six month paid
personal leave period, O'REILLY will receive X'XXXXXX'x full base
salary. O'REILLY shall also remain eligible during this time
period for all applicable benefits, including medical, dental,
and vision. In all cases X'XXXXXX'x participation in the
applicable benefits programs will be in accordance with the
established provisions of such programs. O'REILLY will not,
however, continue to accrue vacation during this salary
continuation period, nor will O'REILLY remain eligible for
participation in the Long
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CONFIDENTIAL
Term Disability Insurance plan or, if applicable, the Dependent
Care Reimbursement plan.
At the close of business on the 6 month anniversary of the paid
personal leave of absence (the Termination Date), O'REILLY will
be terminated from his employment with COMPANY.
Upon the termination of X'XXXXXX'x employment on the Termination
Date, all stock options for CONEXANT(and derived split options of
Skyworks Solutions, Inc. and Mindspeed Technologies Inc.) stock
which have been granted to O'REILLY under any of the CONEXANT
stock option plans and which are not vested as of the Termination
Date shall immediately expire and shall not be exercisable under
any circumstances. Any such options that are vested as of the
Termination Date shall be exercisable subject to the provisions
of each respective stock option plan.
3. OBLIGATIONS OF O'REILLY TO CONEXANT UPON HIS VOLUNTARY
RESIGNATION:
O'REILLY understands and agrees that these benefits above are
contingent upon the following:
(a). In exchange for the accommodations to which O'REILLY would
not otherwise be entitled and which is being provided to
O'REILLY by CONEXANT in this Agreement, O'REILLY agrees to
assist in the recruiting and training of his successor
before he resigns from active duty and commences a paid
personal leave as outlined in this agreement is Section 2
above.
(b). O'REILLY and CONEXANT agree that O'REILLY is obligated to
return any and all equipment, product, and property,
including but not limited to work files and computers,
either belonging to or associated with his employment with
CONEXANT that is currently in his possession to a
designated CONEXANT representative by the close of
business on X'XXXXXX'x last active day worked.
(c). O'REILLY agrees not to use or disclose any confidential or
proprietary information belonging to CONEXANT or its
customers, suppliers, subcontractors, or any others having
any kind of association or relationship with CONEXANT
unless the information becomes publicly or generally
known. O'REILLY agrees not to solicit nor assist any other
company in soliciting any Conexant employee to leave
Conexant and join another company for a period of eighteen
(18) calendar months after the date that he terminates his
employment with CONEXANT.
(d). O'REILLY agrees not to contact customers, prospective
customers, vendors or prospective vendors, or employees of
CONEXANT to express criticism or otherwise make any
negative comments regarding either CONEXANT or its
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CONFIDENTIAL
management. CONEXANT agrees to respond to information
requests from prospective employers by providing only
dates of employment, positions held and salary
information. However, O'REILLY acknowledges that CONEXANT
cannot guarantee that employees will not, on their own,
provide other information if asked.
4. This Agreement constitutes a single integrated contract
expressing the entire agreement of the parties hereto.
Execpt for a "Change of Control" Agreement entered into by
O'Reilly and the Company on January 4, 1999, there are no
other agreements, written or oral, express or implied,
between the parties hereto, concerning the subject matter
hereof.
5. CONEXANT and O'REILLY agree that any dispute over any
provision of this Agreement will be resolved by binding
arbitration between the parties.
6. CONEXANT and O'REILLY agree this Agreement is personal to
the Executive (O'REILLY) and is not assignable by O'REILLY
to any other party.
7. CONEXANT will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets
of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no
such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as herein
before defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.
8. If any portion, provision, or part of this Agreement is
held, determined, or adjudicated to be invalid,
unenforceable, or void for any reason whatsoever, each
such portion, provision, or part shall be severed from the
remaining portions, provisions, or parts of this Agreement
and shall not affect the validity or enforceability of
such remaining portions, provisions, or parts.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
10. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
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CONFIDENTIAL
IF TO THE EXECUTIVE:
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Xxxxxx X'Xxxxxx
25 Xxxxxx
Xxxx Xxxxx, XX 00000
IF TO THE COMPANY:
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Conexant Systems, Inc.
0000 XxxXxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000
Attention: Chief Executive Officer
Or to such other address as either party shall have
furnished to the other in writing in accordance herewith.
Notice and communications shall be effective when actually
received by the addressee.
This is the entire Agreement between O'REILLY and CONEXANT.
CONEXANT has made no promises to O'REILLY other than those in
this Agreement.
O'REILLY ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,
UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.
EXECUTED on September 30, 2003 at Newport Beach, California
/s/ Xxxxxx X. X'Xxxxxx
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Xxxxxx X'Xxxxxx DATE
CONEXANT SYSTEMS, INC
BY: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx DATE
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