AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (this “Amendment”) is entered into as of this 22nd day of April, 2009 (the “Amendment Effective Date”), by and between Conexant Systems, Inc., a Delaware corporation (the “Company”), and Mark Peterson (the “Executive”).

WHEREAS, the parties hereto previously entered into an employment agreement dated as of February 18, 2008, as amended effective as of May 29, 2008 (the “Employment Agreement”); and

WHEREAS, the parties hereto wish to amend the Employment Agreement in accordance with the terms set forth herein;

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

1. Section 5(b)(iii) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) The Company has paid to the Executive a retention bonus in the gross amount (subject to applicable withholdings) of $400,000 (the “Retention Bonus”). The Retention Bonus will not be considered to be fully earned by the Executive unless he remains actively employed by the Company through April 30, 2009 (the “Vesting Date”). In the event that the Executive is involuntarily terminated by the Company for Cause, or if the Executive resigns from his employment with the Company other than for Good Reason, on or before the Vesting Date, then the Executive will be required to repay to the Company within thirty (30) days following his Date of Termination the amount of the Retention Bonus actually received by him on an after-tax basis. If the Executive is involuntarily terminated by the Company for a reason other than Cause, or if the Executive resigns from his employment with the Company for Good Reason, on or before the Vesting Date, then the Executive will be deemed to have fully earned the Retention Bonus.”

2. Continued Validity of the Employment Agreement. Except as amended and superseded by this Amendment, the Employment Agreement will remain in full force and effect, will continue to bind the parties hereto, and will continue to govern the terms and conditions of the Executive’s continued employment with the Company. To the extent that the terms of this Amendment conflict or are inconsistent with the terms of the Employment Agreement, the terms of this Amendment will govern.

3. Entire Agreement. This Amendment and the Employment Agreement, to the extent not amended and superseded by this Amendment, constitute the entire agreement between the parties hereto respecting the employment of the Executive with the Company (the “Entire Agreement”). There being no representations, warranties, or commitments between the parties hereto except as set forth in the Entire Agreement, the Entire Agreement replaces and supersedes any other employment agreement or arrangement, oral or written, between the Executive and the Company or any of its Affiliates or predecessors.

4. Amendment Effective Date. This Amendment will become binding once both parties hereto have executed this Amendment. Once executed, this Amendment will be effective as of the Amendment Effective Date.

5. Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of the State of California (but not including the choice of law rules thereof).

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts when taken together shall constitute one and the same original.

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused this Amendment to be duly executed on their behalf, as of the day and year first written above.