EXHIBIT 10.4
AMENDMENT NO. 2 TO
EMPLOYEE MATTERS AGREEMENT
THIS AMENDMENT NO. 2 to the Employee Matters Agreement ("Amendment") is entered
into as of July 1, 2005 between Mindspeed Technologies, Inc., a Delaware
corporation, having a principal place of business at 0000 XxxXxxxxx Xxxx. Xxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Mindspeed"), and Conexant Systems,
Inc., a Delaware corporation, having a principal place of business at 0000
XxxXxxxxx Xxxx. Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 ("Conexant").
PURPOSES
A. Conexant and Mindspeed (the "Parties") entered into an Employee
Matters Agreement on June 27, 2003 as amended by Amendment No. 1 dated
January 13, 2005 ("Agreement").
B. The Parties have agreed to extend a portion of that Agreement for
employees of both companies by amending the Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein and other good and valuable consideration, the Parties hereby
agree as follows:
1. In Sections 2.01(c), 2.02(a) and 2.02(b), replace the date "June
30, 2005" with the date "December 31, 2005".
Except as specifically modified by this Amendment, all terms and conditions of
the Agreement, remain unchanged, in full force and effect and constitute the
entire agreement between the Parties.
IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized
representatives of the Parties whose signatures appear below.
MINDSPEED TECHNOLOGIES, INC. CONEXANT SYSTEMS, INC.
BY: /s/ Xxxxxxx X. Xxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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NAME: Xxxxxxx X. Xxxxx NAME: Xxxxxxx X. Xxxxxx
TITLE: SVP & Chief Administrative Officer TITLE: SVP, Human Resources
