Attached files
file | filename |
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EX-24 - EX-24 - CONEXANT SYSTEMS INC | a57775exv24.htm |
EX-21 - EX-21 - CONEXANT SYSTEMS INC | a57775exv21.htm |
EX-23 - EX-23 - CONEXANT SYSTEMS INC | a57775exv23.htm |
EX-32 - EX-32 - CONEXANT SYSTEMS INC | a57775exv32.htm |
EX-31.2 - EX-31.2 - CONEXANT SYSTEMS INC | a57775exv31w2.htm |
EX-31.1 - EX-31.1 - CONEXANT SYSTEMS INC | a57775exv31w1.htm |
10-K - FORM 10-K - CONEXANT SYSTEMS INC | a57775e10vk.htm |
EXHIBIT 10.23
Conexant
Systems, Inc.
Board of
Directors Annual Remuneration
As of
August 10, 2010
Cash
Compensation
The cash compensation of non-employee Directors is as follows:
Type
|
Amount | |||
(In dollars) | ||||
Annual
|
||||
Board
membership1
|
30,000 | |||
Committee membership
|
7,500 | |||
Committee Chair Audit Committee
|
20,000 | |||
Committee Chair all other committees
|
15,000 | |||
Lead Independent Director
|
15,000 | |||
Meeting Attendance
|
||||
Board meeting
|
1,500 | |||
Committee meeting
|
1,000 |
The retainers and fees are payable as follows:
(i) Base and Committee chairmanship and membership annual
retainers and the retainer for the Lead Independent
Director in cash quarterly in advance; unless a
director elects to take payment in Shares under the provisions
of Section 7 of the Directors Plan (attached hereto); a
director electing to take payment in Shares will be issued his
shares on the same date as the cash retainer and applicable
meeting fees are paid to non-electing directors; and
(ii) Meeting fees quarterly in arrears.
Directors are also reimbursed for travel, transportation
(including personal automobile mileage at the maximum per mile
rate set by the Internal Revenue Service), other expenses
actually incurred in attending Board and Committee meetings, and
the cost of continuing education (one course every three years).
In addition, the Company will match a directors
contributions to educational institutions up to $5,000 per
fiscal year.
Equity
Compensation
On February 18, 2009, the Board suspended indefinitely the
payment of any equity compensation under the Directors Stock
Plan.
Under the Directors Stock Plan, upon initial election to the
Board, each non-employee Director shall be granted an option to
purchase 40,000 shares of the Corporations Common
Stock at the closing price per share (the Fair Market Value) on
the date of grant as reported in the Nasdaq reporting system (or
on the next preceding day such stock was traded if it was not
traded on the date of grant). Thereafter, each non-employee
Director who has served as a non-employee Director for at least
six (6) months and is elected a director at, or who was
previously elected and continues as a director after, that
Annual Meeting shall be granted:
| an option to purchase 10,000 shares on the day of the Annual Meeting of Shareowners (First Annual Grant); and | |
| an option to purchase 10,000 shares six (6) months after the First Annual Grant (Second Annual Grant); |
1 Any
directors appointed to the Board from May 30, 2008 through
the February 18, 2009 were entitled to receive a one-time
Supplemental payment of $50,000.
provided that the Board may, by action taken on or the date of
any such Annual Meeting, defer the First Annual Grant for up to
forty-five (45) days following such Annual Meeting and may
defer the Second Annual Grant up to forty-five (45) days
before or after the six (6) month anniversary of the First
Annual Grant.
These stock options become exercisable in four
(4) approximately equal annual installments and are
exercisable during a Directors Board service for up to ten
(10) years after the grant date.
A Director who retires from the Board with at least five
(5) years of Board service may exercise all remaining stock
options granted (whether or not otherwise exercisable) for up to
five (5) years after his or her retirement date (or the
expiration date specified in the option). If a Director dies
while serving on the Board, his or her estate, heirs or legatees
(or a permitted assignee) may exercise all remaining stock
options (whether or not otherwise exercisable) for up to three
(3) years after the Directors date of death (or the
expiration date specified in the option ). A Director who
becomes disabled or resigns for reasons of the antitrust laws,
compliance with the Corporations conflict of interest
policies or other circumstances that the Compensation and
Management Development Committee (the Committee) may determine
as serving the best interests of the Corporation may exercise
his or her remaining stock options to the extent exercisable at
the date of termination of his or her Board service for such
period after that date as the Committee may determine (or the
expiration date specified in the option).
If a Change of Control occurs, as defined in the Bylaws, all
stock options outstanding under the Directors Stock Plan become
fully exercisable (whether or not otherwise then exercisable)
and each such option shall expire at the earlier of five
(5) years from the date of the Change of Control or the
expiration date specified in the option. In all other cases, a
Directors stock options expire upon termination of his or
her Board service.
Director stock options are not transferable except by will or
the laws governing intestate succession or by gift to a
Directors spouse or natural, adopted or stepchildren or
grandchildren. In addition, any Director may transfer any stock
options granted under the Plan to any entity affiliated with the
Director, to be designated in writing by the Director and
approved by the Board, all such transfers to be subject to the
same terms and conditions as the original grant made directly to
the individual Director.
2