0000892569-07-001454 Sample Contracts

Re: Amendment to Employment Agreement and Separation and Release Agreement
Employment Agreement • November 21st, 2007 • Conexant Systems Inc • Semiconductors & related devices • California

This letter agreement (this “Agreement”) (1) amends the Employment Agreement between you and Conexant Systems, Inc. (the “Company”) dated December 18, 2002, as amended February 27, 2004 (the “Employment Agreement”) and (2) sets forth the terms of your separation from employment with Conexant Systems, Inc. (the “Company”). Except as otherwise specified in Section 1 of this Agreement, this Agreement will be effective upon the “Effective Date” (as defined in the general release attached hereto as Exhibit A).

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Contract
Indemnity Agreement • November 21st, 2007 • Conexant Systems Inc • Semiconductors & related devices

Schedule identifying agreements substantially identical to the form of Indemnity Agreement constituting Exhibit 10-p-1 hereto entered into by Conexant Systems, Inc. and each of the following persons

Contract
Employment Agreement • November 21st, 2007 • Conexant Systems Inc • Semiconductors & related devices

Schedule identifying agreements, entered into between Conexant Systems, Inc. (the “Company”) and each of the following persons, substantially identical to the Employment Agreement constituting Exhibit 10.5 to the Quarterly Report on Form 10-Q of the Company for the quarterly period ended December 31, 1998.

EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2007 • Conexant Systems Inc • Semiconductors & related devices • California

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the day of August, 2007, by and between Conexant Systems, Inc., a Delaware corporation (the “Company”), and Karen Roscher (the “Executive”).

October 11, 2007 Conexant USA, LLC 4000 MacArthur Boulevard Newport Beach, CA 92660 Attn: Kerry Petry, Vice President and Treasurer
Credit and Security Agreement • November 21st, 2007 • Conexant Systems Inc • Semiconductors & related devices

Re: Credit and Security Agreement (the “Credit Agreement”) dated as of November 29, 2005, by and between Conexant USA, LLC (“Purchaser”), and Wachovia Bank, National Association, as “Lender” (capitalized terms used herein have the meanings ascribed thereto in the Credit Agreement)

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