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EXHIBIT 10-f-3
CONEXANT SYSTEMS, INC.
2000 NON-QUALIFIED STOCK PLAN
AWARD AGREEMENT
STOCK OPTION TERMS AND CONDITIONS
1. Definitions
Capitalized terms used and not defined herein shall have the respective
meanings assigned to such terms in the Plan. As used in these Stock Option
Terms and Conditions, the following words and phrases shall have the
respective meanings ascribed to them below unless the context in which any
of them is used clearly indicates a contrary meaning:
(a) AWARD AGREEMENT: These Stock Option Terms and Conditions together
with the Grant Letter.
(b) CONEXANT: Conexant Systems, Inc., a Delaware corporation.
(c) GRANT LETTER: The letter from the Company granting the stock option
or stock options to the employee.
(d) IVR: Integrated Voice Response system that is used to facilitate
stock option transactions.
(e) MELLON: Mellon Investor Services LLC (formerly known as ChaseMellon
Shareholder Services), the stock option administrator whom Conexant
has engaged to administer and process all stock option exercises.
(f) OPTIONS: The stock option or stock options listed in the first
paragraph of the Grant Letter and which together with these Stock
Option Terms and Conditions constitutes the Award Agreement.
(g) OPTION SHARES: The shares of Conexant Common Stock issuable or
transferable on exercise of the Options.
(h) PLAN: Conexant's 2000 Non-Qualified Stock Plan, as such Plan may be
amended and in effect at the relevant time.
(i) SHARES: Shares of Conexant Common Stock.
(j) WEB: Mellon Employee ServiceDirect System that is used to facilitate
stock option transactions and is accessible through Conexant
NextWeb.
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2. When Options May be Exercised
The Options are vested and may be exercised per the schedule included in
the Grant Letter, provided that:
(a) if you die while an employee of Conexant, your estate, or any person
who acquires the Options by bequest or inheritance, may exercise all
the Options not theretofore exercised within (and only within) the
period beginning on your date of death (even if you die before you
have become entitled to exercise all or any part of the Options) and
ending three (3) years thereafter;
(b) if your employment by Conexant terminates other than by death, then:
(i) if your employment by Conexant is terminated for cause, the
Options shall expire forthwith upon your termination and may
not be exercised thereafter; and
(ii) if your employment by Conexant terminates for any reason
(including Disability) not specified in subparagraph (a) or in
clause (i) of this subparagraph (b), you (or if you die after
your termination date, your estate or any person who acquires
the Options by bequest or inheritance) may thereafter exercise
the Options within (and only within) the period ending three
(3) months after your termination date, but only to the extent
they were exercisable on your termination date, it being
understood that neither (1) your transfer from Conexant to a
Subsidiary or affiliate of Conexant, whether or not
incorporated, or vice versa, or from one Subsidiary or
affiliate of Conexant to another, nor (2) a leave of absence
duly authorized in writing by Conexant, shall be deemed a
termination of employment;
(c) the beginning exercise date of any unexercisable Options will be
delayed for the length of time during which you are on an unpaid
leave of absence duly authorized in writing by Conexant that exceeds
six (6) months.
The Committee may, in its discretion, extend the period during which
Options may be exercised beyond the period set forth in subparagraphs (a)
and (b)(ii) above, but in no event shall the provisions of the foregoing
subparagraphs (a) and (b)(ii) extend to a date more than eight (8) years
after the date of the grant, the period during which the Options may be
exercised.
3. Exercise Procedure
(a) To exercise all or any part of the Options, you (or after your
death, your estate or any person who has acquired the Options by
bequest or inheritance) must contact Mellon by using the IVR or Web
system as follows:
(i) contact ▇▇▇▇▇▇ and follow the instructions provided (or
contact Mellon using a rotary phone and speak to a customer
service representative);
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(ii) confirm the Option transaction through the IVR or Web system
by receiving a confirmation number;
(iii) at any time you may speak to a customer service representative
for assistance;
(iv) full payment of the exercise price for the Option Shares to be
purchased on exercise of the Options may be made by:
- check; or
- in Shares; or
- in a combination of check and Shares; and
(v) in the case of any person other than you seeking to exercise
the Options, such documents as Mellon or the Secretary of
Conexant shall require to establish to their satisfaction that
the person seeking to exercise the Options is entitled to do
so.
(b) An exercise of the whole or any part of the Options shall be
effective:
(i) if you elect (or after your death, the person entitled to
exercise the Options elects) to pay the exercise price for the
Option Shares entirely by check, (1) upon confirmation of your
transaction by using the IVR or Web system and full payment of
the exercise price and withholding taxes (if applicable) being
received by Mellon within five (5) business days following the
confirmation; and (2) receipt of any documents required
pursuant to Section 3(a)(v); and
(ii) if you elect (or after your death, the person entitled to
exercise the Options elects) to pay the exercise price of the
Option Shares in Shares or in a combination of Shares and
check, (1) upon confirmation of your transaction by using the
IVR or Web system and full payment of the exercise price (as
defined in Section 3(d)(i)) and withholding taxes (if
applicable) being received by Mellon within five (5) business
days following the confirmation; and (2) receipt of any
documents required pursuant to Section 3(a)(v).
(c) If you choose (or after your death, the person entitled to exercise
the Options chooses) to pay the exercise price for the Option Shares
to be purchased on exercise of any of the Options entirely by check,
payment must be made by:
- delivering to Mellon a check in the full amount of the
exercise price for those Option Shares; or
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- arranging with a stockbroker, bank or other financial
institution to deliver to Mellon full payment, by check
or (if prior arrangements are made with Mellon) by wire
transfer, of the exercise price of those Option Shares.
In either event, in accordance with Section 3(e), full payment of
the exercise price for the Option Shares purchased must be made
within five (5) business days after the exercise has been conducted
and confirmed through the IVR or Web system.
(d) (i) If you choose (or after your death, the person entitled to
exercise the Options chooses) to use already-owned Shares to
pay all or part of the exercise price for the Option Shares to
be purchased on exercise of any of the Options, you (or after
your death, the person entitled to exercise the Options) must
deliver to Mellon one or more certificates (and executed stock
powers), or authorize the book-entry transfer to Conexant of
Shares, representing:
- at least the number of Shares whose value, based on the
closing price of Common Stock of Conexant on the NASDAQ
reporting system on the day you have exercised your
Options through the IVR or Web system, equals the
exercise price for those Option Shares; or
- any lesser number of Shares you desire (or after your
death, the person entitled to exercise the Options
desires) to use to pay the exercise price for those
Option Shares and a check in the amount of such exercise
price less the value of the Shares delivered, based on
the closing price of Common Stock of Conexant on the
NASDAQ reporting system on the day you have exercised
your Options through the IVR or Web system.
(ii) Mellon will advise you (or any other person who, being
entitled to do so, exercises the Options) of the exact number
of Shares, valued in accordance with Section 4 of the Plan at
the closing price on the NASDAQ reporting system on the
effective date of exercise under Section 3(b)(ii), and any
funds required to pay in full the exercise price for the
Option Shares purchased. In accordance with Section 3(e), you
(or such other person) must pay, by check, in Shares or in a
combination of check and Shares, any balance required to pay
in full the exercise price of the Option Shares purchased
within five (5) business days following the confirmation of
such exercise of the Options under Section 3(b)(ii).
(iii) Notwithstanding any other provision of the Award Agreement,
the Secretary of Conexant may limit the number, frequency or
volume of successive exercises of any of the Options in which
payment is made, in whole or in part, by delivery of Shares
pursuant to this subparagraph (d) to prevent unreasonable
pyramiding of such exercises.
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(e) An exercise conducted and confirmed through the IVR or Web system,
whether or not full payment of the exercise price for the Option
Shares is received by Mellon, shall constitute a binding contractual
obligation by you (or the other person entitled to exercise the
Options) to proceed with and complete that exercise of the Options
(but only so long as you continue, or the other person entitled to
exercise the Options continues, to be entitled to exercise the
Options on that date). By your acceptance of this Award Agreement,
you agree (for yourself and on behalf of any other person who
becomes entitled to exercise the Options) to deliver or cause to be
delivered to Mellon any balance of the exercise price for the Option
Shares to be purchased upon the exercise pursuant to the transaction
conducted through the IVR or Web system required to pay in full the
exercise price for those Option Shares, that payment being by check,
wire transfer, in Shares or in a combination of check and Shares, on
or before the fifth (5th)business day after the date on which you
confirm the transaction through the IVR or Web system. IF SUCH
PAYMENT IS NOT MADE, YOU (FOR YOURSELF AND ON BEHALF OF ANY OTHER
PERSON WHO BECOMES ENTITLED TO EXERCISE THE OPTIONS) AUTHORIZE
CONEXANT, IN ITS DISCRETION, TO SET OFF AGAINST SALARY PAYMENTS OR
OTHER AMOUNTS DUE OR WHICH MAY BECOME DUE YOU (OR THE OTHER PERSON
ENTITLED TO EXERCISE THE OPTIONS) ANY BALANCE OF THE EXERCISE PRICE
FOR THOSE OPTION SHARES REMAINING UNPAID THEREAFTER.
(f) A book-entry statement representing the number of Option Shares
purchased will be issued as soon as practicable (i) after Mellon has
received full payment therefor or (ii) at Conexant's or Mellon's
election in their sole discretion, after Conexant or Mellon has
received (x) full payment of the exercise price of those Option
Shares and (y) any reimbursement in respect of withholding taxes due
pursuant to Section 5.
4. Transferability
The Options are not transferable by you other than by (a) will, (b) the
laws of descent and distribution, or (c) upon dissolution of your marriage
pursuant to a domestic relations order. Also, during your lifetime, only
you are entitled to exercise your Options. Notwithstanding the foregoing,
by delivering written notice to Conexant, in a form satisfactory to
Conexant, you may designate a third party who, in the event of your death,
shall thereafter be entitled to exercise your Options.
5. Withholding
CONEXANT OR MELLON SHALL HAVE THE RIGHT, IN CONNECTION WITH THE EXERCISE
OF THE OPTIONS IN WHOLE OR IN PART, TO DEDUCT FROM ANY PAYMENT TO BE MADE
BY CONEXANT OR MELLON UNDER THE PLAN AN AMOUNT EQUAL TO THE TAXES REQUIRED
TO BE WITHHELD BY LAW WITH RESPECT TO SUCH EXERCISE OR TO REQUIRE YOU (OR
ANY OTHER PERSON ENTITLED TO EXERCISE THE OPTIONS) TO PAY TO IT AN AMOUNT
SUFFICIENT TO PROVIDE FOR ANY SUCH TAXES SO REQUIRED TO BE WITHHELD. BY
YOUR ACCEPTANCE OF THIS AWARD AGREEMENT, YOU AGREE (FOR YOURSELF AND ON
BEHALF OF ANY OTHER PERSON WHO BECOMES ENTITLED TO EXERCISE THE OPTIONS)
THAT IF CONEXANT OR MELLON ELECTS TO REQUIRE YOU (OR SUCH OTHER PERSON) TO
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REMIT AN AMOUNT SUFFICIENT TO PAY SUCH WITHHOLDING TAXES, YOU (OR SUCH
OTHER PERSON) MUST REMIT THAT AMOUNT WITHIN FIVE (5) BUSINESS DAYS AFTER
THE CONFIRMATION OF THE OPTION EXERCISE (SECTION 3(a)(ii)). IF SUCH
PAYMENT IS NOT MADE, CONEXANT, IN ITS DISCRETION, SHALL HAVE THE SAME
RIGHT OF SET-OFF WITH RESPECT TO PAYMENT OF THE WITHHOLDING TAXES IN
CONNECTION WITH THE EXERCISE OF THE OPTION AS PROVIDED UNDER SECTION 3(e)
WITH RESPECT TO PAYMENT OF THE EXERCISE PRICE.
6. Rights as Shareowner
You will not have any rights as a shareowner with respect to any Option
Shares unless and until you become the holder of such Option Shares on the
books and records of Conexant.
7. Headings
The section headings contained in these Stock Option Terms and Conditions
are solely for the purpose of reference, are not part of the agreement of
the parties and shall in no way affect the meaning or interpretation of
this Award Agreement.
8. References
All references in these Stock Option Terms and Conditions to sections,
paragraphs, subparagraphs or clauses shall be deemed to be references to
sections, paragraphs, subparagraphs and clauses of these Stock Option
Terms and Conditions unless otherwise specifically provided.
9. Entire Agreement
This Award Agreement and the Plan embody the entire agreement and
understanding between Conexant and you with respect to the Options, and
there are no representations, promises, covenants, agreements or
understandings with respect to the Options other than those expressly set
forth in this Award Agreement and the Plan.
10. Applicable Laws and Regulations
This Award Agreement and Conexant's obligation to issue Option Shares
hereunder are governed by the laws of the State of Delaware, without
regard to its conflicts of laws principles, and the Federal law of the
United States.
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[Date]
[Name]
[Address]
Account Number: [ID Number]
Dear [Name]:
We are pleased to notify you that the Board of Directors has granted you the
following Stock Option Award.
GRANT DATE GRANTED FROM CONEXANT PLAN OPTION PRICE NUMBER OF OPTIONS
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2000 Non-Qualified Stock Plan
This Stock Option Award has been granted and may be exercised only upon the
terms and conditions of the Stock Option Agreement, subject in all respects to
the provisions of the Plan, as may be amended. The Plan, together with this
Grant Letter and the Stock Option Terms and Conditions are incorporated in and
are part of this Stock Option Agreement.
The options may be exercised, in whole or in part (but only for a whole number
of shares) and at one time or from time to time per the vesting schedule below.
All exercises must take place at least one day prior to the expiration of the
Option. The number of shares you may purchase as of any date cannot exceed the
total number of shares vested by that date, less any shares you have previously
acquired by exercising this Option.
VESTING SCHEDULE
Anniversary of Grant:
Shares vested on and after that date:
All documents relating to this award are available for viewing and printing on
the Human Resources Department Website. To access this information, please go to
Conexant NextWeb, select Departments, Human Resources, Compensation, Stock
Administration. The documents available for viewing and printing at this website
location are the relevant Plan, Prospectus, Terms and Conditions, Stock Option
Participant Guide, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. The Terms and Conditions for this
award can be accessed by selecting the Terms and Conditions for the relevant
Plan and your country. If you choose not to download these documents, if you do
not have access to Conexant NextWeb, or if you encounter problems accessing this
site, please contact Stock Administration at (▇▇▇) ▇▇▇-▇▇▇▇ or
▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ to receive paper copies of these documents at no cost.
Please read all documents carefully.
CONEXANT SYSTEMS, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Senior Vice President,
Chief Legal Officer and Secretary
