Exhibit 10.e
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th
day of January, 2004, by and between Conexant Systems, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. X'Xxxxxx (the "Executive").
WHEREAS, pursuant to that Agreement and Plan of Reorganization dated as
of November 3, 2003, as amended as of January 15, 2004 (the "Merger Agreement"),
by and among the Company, Concentric Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Concentric Sub"), and GlobespanVirata,
Inc., a Delaware corporation ("GlobespanVirata"), at the Effective Time (as
defined in the Merger Agreement), Concentric Sub will be merged with and into
GlobespanVirata (the "Merger"), with GlobespanVirata being the surviving
corporation in the Merger as a wholly-owned subsidiary of the Company;
WHEREAS, the Executive is party to an Employment Agreement dated as of
December 15, 1998 with the Company and a General Agreement dated as of September
30, 2003 with the Company (the "Continued Agreements"); and
WHEREAS, the parties hereto wish to enter into the arrangements set
forth herein with respect to the terms and conditions of the Executive's
employment with the Company from and after the Effective Time;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment Agreement. On the terms and conditions set forth in this
Agreement and subject to the consummation of the Merger, the Company agrees to
continue to employ the Executive, and the Executive agrees to be employed by the
Company, in the position and with the duties set forth in Section 3. Terms used
herein with initial capitalization and not otherwise defined herein are defined
in Section 20. This Agreement shall only become effective at the Effective Time.
At the Effective Time, this Agreement shall replace and supersede any other
employment agreements or arrangements between the Executive and the Company or
any of its Affiliates or predecessors, which shall automatically be terminated
as of the Effective Time and shall be of no further force and effect from and
after the Effective Time (other than the Continued Agreements) (the "Replaced
Agreements"). This Agreement shall be of no force or effect unless, and until,
the Merger is consummated.
2. Term. Unless earlier terminated pursuant to Section 7, the term of
the Executive's employment hereunder shall commence on the day on which the
Effective
Time occurs (the "Effective Date") and shall conclude on the second anniversary
of the Effective Date (the "Renewal Date") (the "Employment Period"); provided,
however, that the Employment Period shall be automatically extended for an
additional one-year term on the Renewal Date and on each anniversary of the
Renewal Date, unless either party gives at least sixty days' advance written
notice to the other party (a "Notice of Non-Renewal") that it no longer wishes
such automatic extensions to continue.
3. Position and Duties. The Executive shall serve as Senior Vice
President, Chief Legal Officer and Secretary of the Company during the
Employment Period. As Senior Vice President, Chief Legal Officer and Secretary
of the Company, subject to the terms and conditions of this Agreement, the
Executive shall render executive, policy and other management services to the
Company as reasonably determined by the Chief Executive Officer of the Company.
The Executive shall devote the Executive's reasonable best efforts and
substantially full business time to the performance of the Executive's duties
hereunder and the advancement of the business and affairs of the Company during
the Employment Period (provided that the Executive may devote time to managing
the Executive's personal investments and to charitable and community activities,
and, with the consent of the Board, take up other offices and positions during
the Employment Period). The Executive shall report directly to the Chief
Executive Officer of the Company and, in his capacity as Secretary of the
Company, to the Chairman of the Board.
4. Place of Performance. During the Employment Period,
the Executive's primary place of employment and work location shall
be Newport Beach, California, except for reasonable travel on
Company business.
5. Compensation.
(a) Base Salary. During the Employment Period, the Company shall pay to
the Executive an annual base salary (the "Base Salary") of $325,000. The Base
Salary shall be reviewed by the Board or the Compensation and Management
Development Committee of the Board (the "Compensation Committee") no less
frequently than annually, and may be increased at the discretion of the Board or
the Compensation Committee. If the Executive's Base Salary is increased, the
increased amount shall be the Base Salary for the remainder of the Employment
Period (until the date of any subsequent increase). The Base Salary shall be
payable bi-weekly or in such other installments as shall be consistent with the
Company's payroll procedures in effect from time to time.
(b) Bonus. During the Employment Period, the Executive shall be
eligible to earn an annual performance bonus in an amount determined at the
discretion of the Board or the
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Compensation Committee for each fiscal year. The Board or the Compensation
Committee shall establish a target bonus for the Executive with respect to each
fiscal year of the Employment Period based upon overall performance of the
Company and upon the Executive's individual performance, with the amount of the
target bonus to be based on competitive market levels and with bonus payments to
be based on actual performance. The Executive's annual target bonus for the
fiscal year ending October 1, 2004 will be sixty percent (60%) of the Base
Salary. In the event that a target bonus is not established with respect to any
subsequent year, the Executive's target bonus shall be deemed to be the target
bonus established under this Agreement for the immediately preceding year.
(c) Equity Compensation. (i) On or about the Effective Date, the
Company shall grant to the Executive options to purchase 150,000 shares of
common stock, par value $.01 per share, of the Company (the "Company Common
Stock"), with an exercise price equal to the fair market value of the Company
Common Stock on the date of grant. Such options shall become exercisable in four
equal installments on the first, second, third and fourth anniversaries of the
date of grant.
(ii) On or about the Effective Date, the Company shall grant to
the Executive options to purchase 115,000 shares of Company Common Stock, with
an exercise price equal to the fair market value of the Company Common Stock on
the date of grant. Such options shall become exercisable on the second
anniversary of the Effective Date.
(d) Benefits. During the Employment Period, the Executive will be
entitled to all employee benefits and perquisites (including health, welfare,
life insurance, pension and incentive plans and other arrangements) made
available to similarly situated executives of the Company. Nothing contained in
this Agreement shall prevent the Company from terminating plans, changing
carriers or effecting modifications in employee benefits coverage for the
Executive as long as such modifications are Company-wide modifications that
affect all similarly situated employees of the Company.
(e) Vacation; Holidays. During the Employment Period, the Executive
shall be entitled to all public holidays observed by the Company and vacation
days in accordance with the applicable vacation policies for senior executives
of the Company, which shall be taken at a reasonable time or times.
(f) Withholding Taxes and Other Deductions. To the extent required by
law, the Company shall withhold from any payments due to the Executive under
this Agreement any applicable federal, state or local taxes and such other
deductions as are prescribed by law.
6. Expenses. The Executive is expected and is authorized, subject to
the business expense policies as determined by the Company, to incur reasonable
expenses in
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the performance of the Executive's duties hereunder, including the costs of
entertainment, travel and similar business expenses. The Company shall promptly
reimburse the Executive for all such expenses upon periodic presentation by the
Executive of an accounting of such expenses on terms applicable to senior
executives of the Company.
7. Termination of Employment. Any termination of the Executive's
employment under this Agreement by the Company or the Executive shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 10. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employment Period under the provision so indicated.
Termination of the Employment Period shall take effect on the Date of
Termination. The Executive's employment under this Agreement can be terminated
under the following circumstances:
(a) Death. The Employment Period shall terminate upon
the Executive's death;
(b) By the Company. The Company may terminate the Employment Period (i)
if the Executive shall have been unable to generally perform the Executive's
duties hereunder by reason of illness, physical or mental disability or other
similar incapacity, which inability shall continue for more than three
consecutive months, or any six months in a twelve-month period (a "Disability");
or (ii) with or without Cause;
(c) Voluntarily by the Executive. The Executive may voluntarily
terminate the Employment Period; or
(d) Non-Renewal. The Employment Period may terminate
pursuant to the terms of Section 2.
8. Compensation Upon Termination.
(a) Death. If the Employment Period terminates as a result of the
Executive's death, the Company shall promptly pay to the Executive's estate, or
as may be directed by the legal representatives of such estate, after the Date
of Termination any accrued but unpaid Base Salary through the Date of
Termination, all accrued vacation days and all other unpaid amounts, if any,
which the Executive has accrued and is entitled to as of the Date of Termination
in connection with any fringe benefits or under any bonus or incentive
compensation plan or program of the Company pursuant to Sections 5(b), (c) and
(d), and the Company shall have no further obligations to the Executive under
this Agreement or otherwise (other than pursuant to any employee benefit plan
and
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any life insurance, death in service or other equivalent policy for the benefit
of the Executive).
(b) Disability. If the Company terminates the Employment Period because
of the Executive's Disability, the Company shall promptly pay to the Executive
after the Date of Termination any accrued but unpaid Base Salary through the
Date of Termination, all accrued vacation days and all other unpaid amounts, if
any, which the Executive has accrued and is entitled to as of the Date of
Termination in connection with any fringe benefits or under any bonus or
incentive compensation plan or program of the Company pursuant to Sections 5(b),
(c) and (d), and the Company shall have no further obligations to the Executive
under this Agreement or otherwise (other than pursuant to any employee benefit
plan and any disability or other medical or life insurance policy for the
benefit of the Executive (and with respect to life insurance, to the extent the
Executive is covered by a Company provided life insurance policy at the time of
the Executive's death)).
(c) By the Company for Cause; By the Executive. If the Company
terminates the Employment Period for Cause or if the Executive voluntarily
terminates the Employment Period (including pursuant to the Executive's delivery
of a Notice of Non-Renewal), the Company shall promptly pay to the Executive
after the Date of Termination any accrued but unpaid Base Salary through the
Date of Termination and all other unpaid amounts, if any, which the Executive
has accrued and is entitled to as of the Date of Termination in connection with
any fringe benefits or under any bonus or incentive compensation plan or program
of the Company pursuant to Sections 5(b), (c) and (d), and other than pursuant
to any employee benefit plan, the Company shall have no further obligations to
the Executive under this Agreement.
(d) By the Company Without Cause. If the Company terminates the
Employment Period (including pursuant to the Company's delivery of a Notice of
Non-Renewal) other than for Cause, Disability or death, (i) the Company shall
continue to pay to the Executive the Executive's Base Salary for the
Continuation Period in accordance with normal Company payroll practices; (ii)
the Company shall continue to provide welfare benefits pursuant to Section 5(d)
to the Executive for the Continuation Period (or, to the extent such benefits
cannot be so provided, the Company shall make a cash payment to the Executive in
an amount sufficient (on an after-tax basis) to allow the Executive to obtain
comparable benefits for such period), unless and until the Executive receives
any such or similar benefits while employed in any capacity by any other
employer during the Continuation Period; (iii) the Company shall pay to the
Executive, promptly after the end of the fiscal year in which the Date of
Termination occurs, a cash lump sum in an amount equal to the sum of (A) the
product of (x) 100% of the Executive's target bonus for the fiscal year in which
the Date of Termination occurs times (y) a fraction the numerator of which is
the number of days of the then-current fiscal year
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that have elapsed prior to the Date of Termination and the denominator of which
is 365 and (B) the full amount of the target bonus for the Executive with
respect to such fiscal year and (iv) all unvested options to purchase Company
Common Stock and shares of restricted Company Common Stock then held by the
Executive shall continue to vest pursuant to their terms during the Continuation
Period, and the Executive shall be entitled to exercise all such vested options
only during the Continuation Period and the ninety-day period commencing at the
end of the Continuation Period, after which time all options to purchase Company
Common Stock held by the Executive will immediately expire. Other than as set
forth herein, the Company shall have no further obligations to the Executive
under this Agreement or otherwise (other than pursuant to any employee benefit
plan). For purposes of this Section 8(d), "Continuation Period" shall mean the
12-month period commencing on the Date of Termination.
If requested by the Company, the Executive will execute a customary
general release in a form satisfactory to the Company in furtherance of this
Agreement and as a condition to the receipt of any benefits under this Section
8(d). Nothing in this Section 8(d) shall be deemed to operate or shall operate
as a release, settlement or discharge of any liability of the Executive to the
Company or others for any action or omission by the Executive, including without
limitation any actions which formed the basis for termination of the Executive's
employment for Cause.
(e) Liquidated Damages. The parties acknowledge and agree that damages
suffered by the Executive as a result of termination by the Company without
Cause shall be extremely difficult or impossible to establish or prove, and
agree that the payments and benefits provided pursuant to Section 8(d) shall
constitute liquidated damages for any breach of this Agreement by the Company
through the Date of Termination. The Executive agrees that, except for such
other payments and benefits to which the Executive may be entitled as expressly
provided by the terms of this Agreement or any applicable Company plan, such
liquidated damages shall be in lieu of all other claims that the Executive may
make with respect to termination of the Executive's employment, the Employment
Period or any such breach of this Agreement. In no event shall the Executive be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the
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provisions of this Agreement, and, except as specifically provided in clause
(ii) of Section 8(d), such amounts shall not be reduced whether or not the
Executive obtains other employment.
9. Noncompetition; Nonsolicitation; Confidentiality.
(a) Noncompetition. THIS SECTION 9(a) SHALL HAVE NO FORCE OR EFFECT,
AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN
WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY
IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE
EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY
IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges
that in the course of the Executive's employment with the Company and its
Affiliates and their predecessors, the Executive has and will continue to become
familiar with the trade secrets of, and other confidential information
concerning, the Company and its Affiliates and their predecessors, that the
Executive's services will be of special, unique and extraordinary value to the
Company and its Affiliates and that the Company's ability to accomplish its
purposes and to successfully pursue its business plan and compete in the
marketplace depends substantially on the skills and expertise of the Executive.
Therefore, and in further consideration of the compensation being paid to the
Executive hereunder, the Executive agrees that, during the Employment Period and
for a period of twelve months following the Executive's termination of
employment with the Company for any reason other than a termination of
employment in which Section 8(d) applies (in which case the restrictions set
forth in Sections 9(a) and (b) shall not apply following the Executive's
termination of employment with the Company) (the "Restricted Period"), the
Executive shall not directly or indirectly own, manage, control, participate in,
consult with, render services for, or in any manner engage in any business
competing with the businesses of the Company or its Affiliates, in any country
where the Company or its Affiliates conducts business; provided, however, that
passive investments amounting to no more than three percent of the voting equity
of a business shall not be prohibited hereby.
(b) Nonsolicitation. During the Restricted Period, the Executive shall
not directly or indirectly through another entity (i) induce or attempt to
induce any employee of the Company or any Affiliate to leave the employ of the
Company or such Affiliate, or in any way willfully interfere with the
relationship between the Company or any Affiliate and any employee thereof; or
(ii) induce or attempt to induce any customer, supplier, licensee or other
business relation of the Company or any Affiliate to cease doing business with
the Company or such Affiliate, or in any way interfere with the relationship
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between any such customer, supplier, licensee or business relation and the
Company or any Affiliate.
(c) Information. The Executive acknowledges that the information,
observations and data obtained by the Executive concerning the business and
affairs of the Company and its Affiliates and their predecessors during the
course of the Executive's performance of services for, or employment with, any
of the foregoing persons (whether or not compensated for such services) are the
property of the Company and its Affiliates, including information concerning
acquisition opportunities in or reasonably related to the business or industry
of the Company or its Affiliates of which the Executive becomes aware during
such period. Therefore, the Executive agrees that the Executive will not at any
time (whether during or after the Employment Period) disclose to any
unauthorized person or, directly or indirectly, use for the Executive's own
account, any of such information, observations, data or any Work Product (as
defined below) or Copyrightable Work (as defined below) without the Board's
consent, unless and to the extent that the aforementioned matters become
generally known to and available for use by the public other than as a direct or
indirect result of the Executive's acts or omissions to act or the acts or
omissions to act of other senior or junior management employees of the Company
and its Affiliates. The Executive agrees to deliver to the Company at the
termination of the Executive's employment, or at any other time the Company may
request in writing (whether during or after the Employment Period), all
memoranda, notes, plans, records, reports and other documents, regardless of the
format or media (and copies thereof), relating to the business of the Company
and its Affiliates and their predecessors (including, without limitation, all
acquisition prospects, lists and contact information) which the Executive may
then possess or have under the Executive's control.
(d) Intellectual Property. The Executive acknowledges that all
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, trade secrets, know-how, ideas, computer programs, and all
similar or related information (whether or not patentable) that relate to the
actual or anticipated business, research and development or existing or future
products or services of the Company or its Affiliates and their predecessors
that are conceived, developed, made or reduced to practice by the Executive
while employed by the Company or any of its predecessors ("Work Product") belong
to the Company, and the Executive hereby assigns, and agrees to assign, all of
the Executive's rights, title and interest in and to the Work Product to the
Company. Any copyrightable work ("Copyrightable Work") prepared in whole or in
part by the Executive in the course of the Executive's work for any of the
foregoing entities shall be deemed a "work made for hire" under the copyright
laws, and the Company shall own all rights therein. To the extent that it is
determined, by any authority having jurisdiction, that any such Copyrightable
Work is not a "work made for hire," the Executive hereby assigns and agrees to
assign to the Company all the Executive's rights, title and interest, including,
without limitation, copyright in and to such Copyrightable Work. The
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Executive shall promptly disclose such Work Product and Copyrightable Work to
the Board and perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm the Company's
ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).
(e) Enforcement. The Executive acknowledges that the restrictions
contained in this Section 9 are reasonable and necessary, in view of the nature
of the Company's business, in order to protect the legitimate interests of the
Company, and that any violation thereof would result in irreparable injury to
the Company. If, at the time of enforcement of this Section 9, a court holds
that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum duration, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum duration, scope and area
permitted by law. If the provisions of this Section 9 shall be deemed illegal by
any jurisdiction, the provisions of this Section 9 shall be deemed ineffective
within such jurisdiction.
Because the Executive's services are unique and because the Executive
has access to confidential information, the parties hereto agree that money
damages would be an inadequate remedy for any breach of any provision of this
Agreement. Therefore, in the event of a breach or threatened breach by the
Executive of any provision of this Agreement, the Company may, in addition to
other rights and remedies existing in its favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security).
10. Notices. All notices, demands, requests or other communications
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
Conexant Systems, Inc.
0000 XxxXxxxxx Xxxxxxxxx, Xxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President,
Human Resources
(b) If to the Executive:
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at the address on the books and records of the Company at the time of such
notice, or to such other address as may be designated by either party in a
notice to the other. Each notice, demand, request or other communication that
shall be given or made in the manner described above shall be deemed
sufficiently given or made for all purposes three days after it is deposited in
the U.S. mail, postage prepaid, or at such time as it is delivered to the
addressee (with the return receipt, the delivery receipt, the answer back or the
affidavit of messenger being deemed conclusive evidence of such delivery) or at
such time as delivery is refused by the addressee upon presentation.
11. Severability. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.
12. Survival. It is the express intention and agreement of the parties
hereto that the provisions of Sections 8, 9 and 10 shall survive the termination
of employment of the Executive. In addition, all obligations of the Company to
make payments hereunder shall survive any termination of this Agreement on the
terms and conditions set forth herein.
13. Assignment. The rights and obligations of the parties to this
Agreement shall not be assignable or delegable, except that (i) in the event of
the Executive's death, the personal representative or legatees or distributees
of the Executive's estate, as the case may be, shall have the right to receive
any amount owing and unpaid to the Executive hereunder; and (ii) the rights and
obligations of the Company hereunder shall be assignable and delegable in
connection with any subsequent merger, consolidation, or sale of all or
substantially all of the assets of the Company and any similar event with
respect to any successor corporation. Notwithstanding anything herein to the
contrary, the rights and obligations of the Company hereunder shall inure to the
benefit of, and shall be binding upon, any successor to the Company or its
business by merger or otherwise, whether or not there is an express assignment,
delegation or assumption of such rights and obligations.
14. Binding Effect. Subject to any provisions hereof restricting
assignment, this Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.
15. Amendment; Waiver. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by the parties hereto.
No waiver by either of the parties hereto of a breach of or a default under any
of the provisions of this Agreement shall thereafter be construed as a waiver of
any subsequent breach or default of a similar nature. The failure of either of
the parties, on one or more
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occasions, to enforce any of the provisions of this Agreement or to exercise any
right or privilege hereunder shall not be construed as a waiver of any such
provisions, rights or privileges hereunder, or a waiver of any subsequent breach
or default of a similar nature.
16. Headings. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
17. Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of New Jersey.
18. Entire Agreement. Except as otherwise provided in this Section 18,
this Agreement constitutes the entire agreement between the parties respecting
the employment of the Executive and replaces and supersedes the Replaced
Agreements upon commencement of the Employment Period, there being no
representations, warranties or commitments between the parties except as set
forth herein. Notwithstanding any other provision of this Agreement to the
contrary, the Continued Agreements shall remain in full force and effect in
accordance with their terms, and in the event of any conflict between this
Agreement and the Continued Agreements, the agreement with terms more favorable
to the Executive will control, without duplication. The Executive agrees and
acknowledges that following the Effective Time, the Executive shall have no
rights under the Replaced Agreements and shall have no claim against the Company
or any of its Affiliates or predecessors with respect to the Replaced
Agreements.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
20. Definitions.
"Affiliate" means any entity from time to time designated by the Board
and any other entity directly or indirectly controlling or controlled by or
under common control with the Company. For purposes of this definition,
"control" means the power to direct the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Board" means the board of directors of the Company.
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"Cause" means (i) the Executive's indictment or conviction of or
entering into a plea of guilty or no contest to a felony or a crime involving
moral turpitude or the intentional commission of any other act or omission
involving dishonesty or fraud; (ii) habitual neglect of the Executive's duties
as described in Section 3, which neglect continues uncorrected for ten days
following written notice to the Executive by the Company; (iii) as determined by
the Board, excessive absenteeism, insubordination, misconduct or malfeasance; or
(iv) violation of the standards of business conduct or a policy set by the
Board.
"Date of Termination" means (i) if the Executive's employment is
terminated by the Executive's death, the date of the Executive's death; (ii) if
the Executive's employment is terminated because of the Executive's Disability,
thirty days after Notice of Termination, provided that the Executive shall not
have returned to the performance of the Executive's duties on a full-time basis
during such thirty-day period; (iii) if the Executive's employment is terminated
by the Company for Cause, the date specified in the Notice of Termination; (iv)
if the Executive's employment is terminated pursuant to delivery of a Notice of
Non-Renewal, the end of the then effective term of employment hereunder; or (v)
if the Employment Period is terminated for any other reason, the date on which
Notice of Termination is given.
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove written.
CONEXANT SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
Human Resources
XXXXXX X. X'XXXXXX
/s/ Xxxxxx X. X'Xxxxxx
----------------------------
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