CONEXANT SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCK

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Exhibit 10.25

         THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

CONEXANT SYSTEMS, INC.

WARRANT TO PURCHASE COMMON STOCK

         THIS CERTIFIES THAT , for value received, Specialtysemi, Inc., with its principal address at 4311 Jamboree Road in Newport Beach, California (the " Holder " ), is entitled to subscribe for and purchase, at the Exercise Price (defined below) from Conexant Systems, Inc., with its principal office at 4311 Jamboree Road in Newport Beach, California (the " Company " ) Two Million Nine Hundred Thousand (2,900,000) shares of the Common Stock (as defined below), subject to adjustment as provided herein.

         1.    DEFINITIONS.     As used herein, the following terms shall have the following respective meanings:

         (a)    "Average Price of Post-Distribution Common Stock" shall mean the volume weighted average of the trading price per share of Common Stock trading on a "regular way" basis as reported on Nasdaq on the first full Nasdaq trading day immediately following the date of the Distribution.

         (b)    "Average Price of Pre-Distribution Common Stock" shall mean the average of the daily volume weighted average trading price per share of Common Stock trading on a "regular way" basis (i.e., including the value of the Washington Common Stock to be distributed in respect thereof) as reported on Nasdaq for the Pre-Distribution Period.

         (c)    "Average Price of Washington Common Stock" shall mean the Average Price of Pre-Distribution Common Stock minus the Average Price of Post-Distribution Common Stock.

         (d)    "Closing Price", with respect to any security on any day, means (i) if such security is listed or admitted for trading on a national securities exchange, the reported last sales price regular way for such security on such day or, (ii) if not listed or admitted for trading on a national securities exchange, the last reported sales price for such security on such day as reported by the National Association of Securities Dealers, Inc. Automatic Quotation System—National Market System or (iii) if not so reported or listed or admitted for trading, the last quoted sales price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market on such day as reported by any New York Stock Exchange member firm reasonably selected by the Company for such purpose.

         (e)    "Common Stock" means (i) the Common Stock, par value $1.00 per share, of the Company, or (ii) any class or series of stock into which such common stock shall have been changed or any stock resulting from any reclassification of such common stock.

         (f)     "Conexant Warrant Ratio" shall mean the amount obtained by dividing (a) the Average Price of Post-Distribution Common Stock by (b) the Average Price of Pre-Distribution Common Stock.

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         (g)    "Exercise Period" shall mean the period commencing on September 11, 2002 and ending on the date that is 20 days after the earlier of (i) December 31, 2004 and (ii) the date on which a Termination Event (as defined below) occurs.

         (h)    "Exercise Price" shall mean $13.05 per share, subject to adjustment pursuant to Section 5 below.

         (i)     "Exercise Shares" shall mean the shares of the Common Stock issuable upon exercise of this Warrant.

         (j)     "Fair Market Value" means the fair market of the asset, property or security in question, as determined in good faith by the Board of Directors of the Company; provided, however , that the fair market value of any security for which a Closing Price is available shall be the Market Price of such security.

         (k)    "Market Price" with respect to any security on any day means the average of the daily Closing Prices of a share or unit of such security for the 15 consecutive trading days ending on the most recent trading day for which a Closing Price is available; provided, however , that in the event that, in the case of Common Stock, the Market Price is determined during a period following the announcement by the Company of (A) a dividend or distribution of Common Stock, or (B) any subdivision, combination or reclassification of Common Stock, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of Common Stock.

         (l)     "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

         (m)   "Post-Distribution Conexant Warrant Spread" shall mean, with respect to this Warrant as adjusted pursuant to Section 5(h), the product of (i) the Average Price of Post-Distribution Common Stock minus the per share exercise price of such adjusted Warrant (determined in accordance with the provisions of Section 5(h)(i), without giving effect to the provisions of Section 5(h)(ii)), multiplied by (ii) the number of shares of Common Stock subject to such adjusted Warrant (determined in accordance with the provisions of Section 5(h)(i), without giving effect to the provisions of Section 5(h)(ii)).

         (n)    "Pre-Distribution Conexant Warrant Spread" shall mean, with respect to this Warrant (prior to its being adjusted pursuant to Section 5(h)), (a) the Average Price of Pre-Distribution Common Stock minus the per share exercise price of such unadjusted Warrant, multiplied by (b) the number of shares of Common Stock subject to such unadjusted Warrant.

         (o)    "Pre-Distribution Period" shall mean the three consecutive full Nasdaq trading days ending on and including the date of the Distribution.

         (p)    "Time of Distribution" shall mean 11:58 p.m. Eastern Time on the date of the Distribution.

         (q)    "Washington Warrant Ratio" shall mean the amount obtained by dividing (i) the Average Price of Washington Common Stock by (ii) the Average Price of Pre-Distribution Common Stock.

         (r)    "Washington Warrant Spread" shall mean (a) with respect to the Washington Warrant received by Holder pursuant to Section 5(d), the Pre-Distribution Conexant Warrant Spread minus the Post-Distribution Conexant Warrant Spread.

         2.    EXERCISE OF WARRANT.     

         (a)    The rights represented by this Warrant may be exercised at any time and from time to time during the Exercise Period (in whole or in part) according to the schedule set forth in

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Section 2(b) below, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):

           (i)   An executed Notice of Exercise in the form attached hereto;

          (ii)   Payment of the Exercise Price with respect to the number of shares of Common Stock for which this Warrant is then being exercised, which payment shall be made (at the option of the Holder) (A) in cash or by wire transfer of immediately available funds (B) by delivery of a notice to the Company that the Holder is exercising this Warrant by authorizing the Company to reduce the number of shares of Common Stock subject to this Warrant by that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price then payable for the shares of Common Stock for which this Warrant is then being exercised; and

        (iii)   This Warrant.

         (b)    This Warrant shall be exercisable as follows:

           (i)   This Warrant may be exercised with respect to one-fourth ( ¹ / 4 ) of the Exercise Shares at any time during the Exercise Period;

          (ii)   This Warrant may be exercised with respect to an additional one-fourth ( ¹ / 4 ) of the Exercise Shares at any time after March 11, 2003 (which Exercise Shares shall be in addition to that number of shares that may be issued upon exercise of this Warrant pursuant to clause (i) of this Section 2(b));

        (iii)   This Warrant may be exercised with respect to an additional one-fourth ( ¹ / 4 ) of the Exercise Shares at any time after September 11, 2003 (which Exercise Shares shall be in addition to that number of shares issuable upon exercise of this Warrant pursuant to clauses (i) and (ii) of this Section 2(b)); and

         (iv)   This Warrant may be exercised with respect to an additional one-fourth ( ¹ / 4 ) of the Exercise Shares at any time after March 11, 2004 (which Exercise Shares shall be in addition to that number of shares issuable upon exercise of this Warrant pursuant to clauses (i), (ii) and (iii) of this Section 2(b));

provided, however, that this Warrant shall become exercisable with respect to all of the Exercise Shares immediately prior to the closing of a Termination Event. For purposes of this Warrant, "Termination Event" shall mean any transaction, occurrence or event where, in connection therewith, Stock Appreciation Rights granted under the Stock Appreciation Rights Plan of Holder dated as of March 12, 2002 (the "SAR Plan") become fully vested and exercisable pursuant to such plan.

         (c)    Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised but in any event within ten (10) business days. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant.

         (d)    The Holder shall be deemed to have become the holder of record of the Exercise Shares to be issued upon any exercise of this Warrant on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock

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transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

         (e)    The Company shall pay and solely be responsible for any and all costs, fees, commissions or other payments payable or otherwise accruing in connection with the exercise of this Warrant. The Company shall pay and solely be responsible for any and all costs, fees, commissions or other payments payable or otherwise accruing in connection with the subsequent sale or transfer of Exercise Shares.

         3.    COVENANTS OF THE COMPANY.     

         3.1    Covenants as to Exercise Shares.     

        The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

         3.2    No Impairment.     Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.

         3.3    Notices of Record Date.     In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least five (5) days prior to the date on which any such record is to be taken for the purpose of such dividend or distribution, a notice thereof.

         3.4    Registration of Exercise Shares.     The Exercise Shares shall be registered by the Company pursuant to the Registration Rights Provisions attached hereto as Exhibit A. The terms of Exhibit A constitute a legally and enforceable agreement between the Company and the Holder.

         3.5    Disposition of Warrant and Exercise Shares.     

         (a)    The Holder agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:

           (i)   The Holder shall be entitled to rely on an exemption from registration under the Act for such disposition; or

          (ii)   There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement.

         (b)    The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS

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TO THE SECURITIES UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

        Such legend shall be removed by the Company at the request of the Holder in connection with any sale pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from the Registration Requirements of the Act.

         4.    [RESERVED].     

         5.    ADJUSTMENT OF EXERCISE SHARES AND EXERCISE PRICE.     

         (a)    If the Company shall after the date of issuance of this Warrant subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares (any such event being called a "Common Stock Reorganization"), then (a) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (b) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase upon exercise in full of this Warrant immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization.

         (b)    If the Company shall after the date of issuance of this Warrant issue or distribute to all or substantially all holders of shares of Common Stock, any securities of the Company or another entity, and if such issuance or distribution does not constitute a Common Stock Reorganization (any such event being herein called a "Dividend"), the Company shall make appropriate provision so that the Holder will receive upon exercise of the Warrant the number and kind of securities of the Company or such other entity which such Holder would have received if this Warrant had been exercised immediately prior to the record date for such Dividend (providing for subsequent adjustments with respect to any securities distributed in connection with such Dividend equivalent to the adjustments provided for in this Section 5 as a result of events occurring subsequent to the effective date of such Dividend).

         (c)    If, after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of

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securities, cash or other property receivable upon such Capital Reorganization. The provisions of this Section 5 shall similarly apply to successive Capital Reorganizations.

         (d)    If any event occurs after the date of issuance of this Warrant as to which the foregoing provisions of this Section 5 are not strictly applicable or, if strictly applicable, would not, fairly protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of increasing the Exercise Price or decreasing the number of shares of Common Stock subject to purchase upon exercise of this Warrant, or otherwise adversely affect the Holders.

         (e)    Any adjustments pursuant to this Section 5 shall be made successively whenever an event referred to herein shall occur.

         (f)     Not less than 10 nor more than 60 days prior to the record date or effective date, as the case may be, of any action which would require an adjustment or readjustment pursuant to this Section 5, the Company shall give notice to the Holder of such event, describing such event in reasonable detail and specifying the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment i