0001299933-04-002421 Sample Contracts

CONEXANT SYSTEMS, INC.
Letter Agreement • December 22nd, 2004 • Conexant Systems Inc • Semiconductors & related devices • New Jersey

This letter agreement (this “Separation Agreement”) sets forth the agreement between you and Conexant Systems, Inc. (the “Company”) with respect to your resignation (i) as Chief Executive Officer of the Company effective as of the date set forth on the first page of this Separation Agreement (the “Effective Date”), (ii) as a Director of the Company and a member of the Investment Committee effective as of November 12, 2004 and (iii) from any other offices and directorships held with the Company’s subsidiaries and affiliates effective as of the date set forth on the signature page of this Separation Agreement (the “Delivery Date”). For purposes of the Employment Agreement entered into as of January 15, 2004 between you and the Company (the “Employment Agreement”), your resignation will be treated in the same manner as a termination pursuant to Section 9(d) of the Employment Agreement (as amended pursuant to paragraph 3 below) and the Date of Termination under the Employment Agreement wil

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