Exhibit 10.2
[Company Letterhead]
May ___, 2005
Dwight W. Decker
[Address]
Dear Dr. Decker,
Pursuant to your
Amended and Restated Employment Agreement effective as of
March 10, 2005 with Conexant Systems, Inc. (the
“Company”), you are entitled to receive a Performance
Share Award (the “Award”) covering 275,000 shares of
common stock of the Company under its 2001 Performance Share Plan
(the “Plan”).
As
set forth in the enclosed Terms and Conditions for your Award, the
Award will vest or terminate unvested based on your performance, as
determined by the Compensation Committee of the Board of Directors
in its sole discretion at such time or times as it determines. In
making its determination, the Compensation Committee will evaluate
a number of factors, including but not limited to your performance
in the areas of strategic planning, financial results, succession
planning, leadership and investor relations.
The
Compensation Committee will assess your performance against the
foregoing and determine the vesting of your Award. The Compensation
Committee has full authority to determine if and to the extent your
Award shall vest. Any portion of your Award that vests shall be
paid to you in cash, shares of the Company’s common stock, or
a combination of the foregoing, as determined in the Compensation
Committee’s sole discretion.
A
copy of the Plan and Plan Prospectus are enclosed herewith. Please
carefully review these documents, along with the enclosed Terms and
Conditions, which set forth all of the provisions governing your
Award.
If you have any questions
regarding this Award, please contact me directly.
Sincerely,
Michael Vishny
SVP, Human Resources
CONEXANT SYSTEMS, INC.
2001 PERFORMANCE SHARE PLAN
TERMS AND CONDITIONS FOR MAY 4, 2005 AWARD TO DWIGHT W.
DECKER
Pursuant to your
Grant Letter and these Performance Share Award Terms and Conditions
(the “Terms and Conditions” ), Conexant
Systems, Inc. (the “Company” ) has
awarded you a Performance Share Award under its 2001 Performance
Share Plan (the “Plan” ) as a form of
incentive compensation. The Grant Date for the Performance Share
Award is as provided in the Grant Letter.
The
details of your Performance Share Award are governed by the Plan
and Grant Letter, the terms of which are incorporated herein by
reference, and these Terms and Conditions. Capitalized terms not
explicitly defined in these Terms and Conditions but defined in the
Plan shall have the same definitions as in the Plan.
1. Number of Shares .
The number of Shares subject to this
Performance Share Award is as set forth in the Grant Letter,
subject to adjustment from time to time for capitalization
adjustments as provided in subsection 8(a) of the Plan.
2. Vesting .
(a) Provided you are an Employee on each Date of
Determination (as defined below), then, subject to the limitations
contained herein, your Performance Share Award shall vest if and to
the extent determined by the Compensation Committee of the Board of
Directors (the “Committee” ) in its sole
discretion based upon its assessment of your performance. The
Committee will consider a number of factors in its assessment of
your performance, including, but not limited to, achievement and
progress in the areas of strategic planning, financial results,
succession planning, leadership and investor relations.
(b) A “Date of
Determination” shall be the date or dates on which
the Committee evaluates your performance under this Performance
Share Award and makes a determination with respect to the vesting
of your Performance Share Award. For purposes of these Terms and
Conditions, a Vesting Date with respect to any Shares that vest
under your Performance Share Award shall be no earlier than at
least one business day following a Date of Determination.
Notwithstanding the foregoing, the Committee may, in its sole
discretion, determine on a Date of Determination that all, some or
none of the Shares shall vest under the Performance Share Award and
that all, some or none of the Shares covered by this Performance
Share Award shall terminate as of such Date of Determination and
will not vest in the future.
3. Term . Subject to the provisions of Section 4
herein, the term of your Performance Share Award commences on the
Grant Date and expires upon the earlier of (i) the date you
cease to provide services as an Employee for any reason, or
(ii) with respect to that portion of the Shares subject to
your Award that the Committee shall determine has not vested on the
Date of Determination, then on such date.
4. Payment/Form of Payment
.
(a) Payment. To the extent that your Performance Share
Award (or any portion thereof) vests in accordance with
Section 2 herein, then you shall automatically receive on (or
as soon as reasonably practicable following) the Vesting Date, with
respect to the vested portion of your Performance Share Award, a
Payment, in the form described below, in an amount equal to the
Fair Market Value Per Share on the Vesting Date multiplied by the
number of Shares as to which the Performance Share Award is vested
as of such Vesting Date, subject to the withholding requirements
set forth in Section 6 herein. Notwithstanding the foregoing,
if the Vesting Date occurs during a time when you are prevented
from selling securities to the public because such sale would
violate federal or state securities laws or because such sale would
violate the Company’s insider trading policy, then you shall
automatically receive a Payment as soon as reasonably practicable
following the date on which you would not be so prohibited from
selling such shares.
(b) Form of
