CARLYLE MANAGEMENT AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.19

CARLYLE MANAGEMENT AGREEMENT

        This Carlyle Management Agreement (the " Agreement ") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the " Company "), and TC Group, L.L.C., a Delaware limited liability company (" Carlyle ").

RECITALS

         WHEREAS , Carlyle, by and through its officers, employees, agents, representatives and affiliates, has expertise in the areas of corporate management, finance, product strategy, investment, acquisitions and other matters relating to the business of the Company; and

         WHEREAS , the Company desires to avail itself of the expertise of Carlyle in the aforesaid areas, in which they acknowledge the expertise of Carlyle.

AGREEMENT

         NOW, THEREFORE , in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

        1.      Appointment .    The Company hereby appoints Carlyle to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement.

        2.      Services .

        (a)   Carlyle hereby agrees that during the term of this Agreement it shall render to the Company, by and through Carlyle's officers, employees, agents, representatives and affiliates as Carlyle, in its sole discretion, shall designate from time to time, advisory, consulting and other services related to the day-to-day operations of the Company, strategic planning, domestic and international marketing and financial oversight and including, without limitation, advisory and consulting services in relation to the selection, retention and supervision of independent auditors, the selection, retention and supervision of outside legal counsel, and the selection, retention and supervision of investment bankers or other financial advisors or consultants (collectively, the " Oversight Services ").

        (b)   The parties hereto acknowledge that Carlyle has rendered services beyond the scope of activities which the parties contemplate as part of the Oversight Services and for which Carlyle is entitled to additional compensation hereunder. It is expressly agreed that the Oversight Services shall not include Investment Banking Services. " Investment Banking Services " means (i) investment banking, financial advisory, or any other services (the " Contribution Agreement Investment Banking Services ") rendered by Carlyle to the Company in connection with the transactions contemplated by the Contribution Agreement dated February 23, 2002 by and among Specialtysemi, Inc., Conexant Systems, Inc., and Carlyle Capital Investors, L.L.C. (the " Contribution Agreement ") and (ii) investment banking, financial advisory, or any other services (the " Other Investment Banking Services ") rendered by Carlyle to the Company in the future. The Investment Banking Services together with the Oversight Services shall be referred to herein as the " Services ."

        3.      Fees .

        (a)   In consideration for its performance of the Oversight Services contemplated by Section 2 hereof, the Company and its successors agree to pay to Carlyle an aggregate fee (the " Fee ") initially equal to Two Hundred Thousand Dollars ($200,000) (the " Initial Fee ") for the period commencing on the date hereof and continuing through December 31, 2002, and thereafter equal to Three Hundred Thousand Dollars ($300,000) per annum for the period commencing January 1, 2003 and continuing until such time as this Agreement is terminated in accordance with Section 6

or by the mutual written consent of the parties hereto. All amounts due hereunder shall be payable in cash in quarterly installments paid in advance of the calendar quarter to which they relate; provided however, that the first 25% of the Initial Fee shall be payable upon the execution of this Agreement. All payments made hereunder shall be nonrefundable.

        (b)   In consideration of the performance of the Contribution Agreement Investment Banking Services provided to the Company, the Company shall pay to Carlyle Two Million Four Hundred Two Thousand Sixty-Five Dollars and Ninety-Nine Cents ($2,402,065.99) in cash, payable at Closing as defined in the Contribution Agreement.

        (c)   In consideration of any Other Investment Banking Services provided to the Company, Carlyle shall be entitled to receive additional reasonable compensation as agreed upon by the parties hereto.

        4.      Reimbursements .    In addition to the compensation payable to Carlyle pursuant to Section 3, the Company shall, at the direction of Carlyle, pay directly, or reimburse Carlyle for, its reasonable Out-of-Pocket Expenses. For the purposes of this Agreement, the term " Out-of-Pocket Expenses " shall mean the amounts actually paid by Carlyle in cash in connection with its performance of the Services, including, without limitation, reasonable (i) fees and disbursements (including without limitation, underwriting fees) of any independent professionals and organizations, including, without limitation, independent auditors, outside legal counsel, consultants, investment bankers or financial advisors, (ii) costs of any outside services or inde