Summary of CONEXANT SYSTEMS INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensation Actions

On October 29, 2009 the Compensation and Management Development Committee of the Board of Directors (the "Committee") of Conexant Systems, Inc. took the following actions:

(1) adopted the Management Incentive Plan and
(2) granted restricted stock units to its named executive officers;

Management Incentive Plan ("MIP"):

On October 29, 2009, the Committee adopted the Management Incentive Plan ("MIP"), an annual cash bonus program, for the fiscal year ending October 1, 2010. All Named Executive Officers are eligible to participate in the MIP as well as well as such other employees as determined by the Chief Executive Officer. Each eligible employee, including the Named Executive Officers, is eligible to receive an annual bonus award based upon the employee's bonus target, the employee's performance during fiscal 2010, and the size of an incentive pool that the Committee approves for the payment of bonuses. Semiannually, the Committee, in its sole discretion, will determine the size of the incentive pool. In exercising its discretion to determine the size of the incentive pool, if any, the Committee will consider all circumstances then existing that it deems relevant, including, but not limited to, the achievement of certain fiscal 2010 core operating profit goals, market conditions, forecasts and anticipated expenses to be incurred or payable during fiscal 2010. The Committee, in its sole discretion, may increase or decrease individual awards from the target levels, based on individual performance and available incentive pool.

The above description of certain terms and conditions of MIP is qualified in its entirety by reference to the full text of the MIP Plan, a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference.

Grant of Restricted Stock Units:

On October 29, 2009, the Committee approved the making of a grant of Restricted Stock Units ("RSU"s) on November 2, 2009 to the Company's Named Executive Officers. Mr. Mercer received 425,000 RSUs; Messrs. Chittipeddi and Scherp, the Co-Presidents, each received 200,000 RSUs; Ms. J. Hu received 175,000 RSUs; and, Mr. M. Peterson received 125,000 RSUs. The RSUs granted to Messrs. Mercer, Chittipeddi and Scherp will vest on November 2, 2011; half of the RSUs granted to Ms. Hu and Mr. Peterson will vest on November 2, 2010 and the remainder will vest on November 2, 2011.