EXHIBIT 10.1

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 5th day of August, 2011, by and between Conexant Systems, Inc., a Delaware corporation (the “Company”), and Sailesh Chittipeddi (the “Executive”).

     WHEREAS, the Executive is currently serving the Company as its President and Chief Operating Officer pursuant to that certain Employment Agreement between the parties previously entered into dated April 28, 2008 (as amended, the “Prior Employment Agreement”);

     WHEREAS, the Company desires to promote the Executive to, and the Executive desires to accept the position of, the President and Chief Executive Officer of the Company;

     WHEREAS, this Agreement shall only become effective at the Effective Date (as defined in Section 2); and at the Effective Date, this Employment Agreement will replace and supersede any other previous employment agreements or arrangements (verbal or written) (express or implied) between the Executive and the Company or any of its Affiliates or predecessors (including, without limitation, the Prior Employment Agreement), which shall automatically be terminated as of the Effective Date and shall be of no force or effect from and after the Effective Date; and

     WHEREAS, the parties hereto wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive’s employment with the Company from and after the Effective Date (as defined in Section 2).

     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. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the Employment Period set forth in Section 2 and in the positions and with the duties set forth in Section 3. Terms used herein with initial capitalization are defined in Section 25.

     2. Term. Unless earlier terminated pursuant to Section 8, the new term of the Executive’s employment hereunder in the positions referenced under Section 3 will begin as of April 20, 2011 (the “Effective Date”) and will conclude on the first anniversary of the Effective Date (the “Renewal Date”) (such period, the “Employment Period”); provided that the Employment Period will automatically be extended for an additional one (1)-year period on the Renewal Date and each anniversary of the Renewal Date unless either party gives written notice to the other party at least sixty (60) days before the end of the Employment Period that it does not wish such automatic one (1) year extension to occur.

     3. Position and Duties. The Executive will serve as the President and Chief Executive Offer of the Company during the Employment Period. As President and Chief Executive Officer, the Executive will render executive, policy and other management services to the Company of the type customarily performed by persons serving in a similar capacity and as

reasonably determined by the Board of Directors of the Company (“Board”) with regard to the Executive’s status and position within the Company. The Executive will report directly to the Board. The Executive will devote the Executive’s reasonable best efforts and full business time to the performance of his duties hereunder and the advancement of the business and affairs of the Company during the Employment Period, it being understood that the Executive may, consistent with the other provisions of this Agreement, pursue other outside interests including but not limited to the Executive’s devoting time to managing the Executive’s personal investments and to charitable and community activities.

     4. Place of Performance. During the Employment Period, the Executive’s primary place of employment and work location will be Newport Beach, California, except for reasonable travel on Company business and as otherwise consented to by the Executive.

     5. Compensation.

          (a) Base Salary. During the Employment Period, the Company will continue to pay to the Executive an annual base salary (the “Base Salary”), which, as of the Effective Date, shall be $400,000. The Base Salary will be reviewed by the Board no less frequently than annually and may be increased (but not materially decreased) at the discretion of the Board. If the Executive’s Base Salary is increased, the increased amount will be the Base Salary for the remainder of the Employment Period. The Base Salary will be payable monthly or in such other installments as will be consistent with the Company’s payroll procedures in effect from time to time.

          (b) Bonus. During the Employment Period, the Executive will be eligible to earn an annual performance bonus in an amount determined at the discretion of the Board for each fiscal year. It is the intention of the parties hereto that the Company shall establish a target bonus for the Executive with respect to each fiscal year of the Employment Period based upon overall performance of the Company (calculated based upon the EBITDA of the Company for such fiscal year). The Executive’s target bonus for the 2011 fiscal year will be as established by the Board prior to the Effective Date, subject to increase (but not decrease) in the sole discretion of the Board. The Executive’s target bonus for the 2012 fiscal year shall be eighty percent (80%) of the Base Salary, subject to the performance targets established by the Board pursuant to this Section 5(b).

     To be eligible for any bonuses, the Executive must be employed by the Company at the time the bonuses are paid. Any bonus will be paid on or before the 15^th day of the 3^rd month after the end of the Company’s taxable year.

          (c) Benefits. During the Employment Period, the Executive will be entitled to all employee benefits and perquisites made available to senior executives of the Company. Nothing contained in this Agreement will prevent the Company from terminating plans, changing carriers or effecting modifications in employee benefits coverage for the Executive as long as such modifications affect all similarly situated employees and/or officers of the Company.

          (d) Vacation; Holidays. During the Employment Period, the Executive will be entitled to all public holidays observed by the Company. Executive will also be entitled to

five (5) weeks of vacation per year, which vacation days will be taken at a reasonable time or times and accrue in accordance with the Company’s policies and practices, subject to the provisions set forth on Schedule 5(d) attached hereto.

          (e) Withholding Taxes and Other Deductions. To the extent required by law, the Company will withhold from any payments due to the Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law.

     6. Expenses. The Executive is expected and is authorized, subject to the business expense policies as determined by the Company, to incur reasonable expenses in the performance of the Executive’s duties hereunder, including the costs of entertainment, travel, and similar business expenses. The Company will promptly reimburse the Executive for all such expenses upon periodic presentation by the Executive of an accounting of such expenses on terms applicable to senior executives of the Company.

     7. Confidentiality; Work Product.

          (a) Information. The Executive acknowledges that the information, observations and data obtained by the Executive concerning the business and affairs of the Company and its Affiliates and their predecessors during the course of the Executive’s performance of services for, or employment with, any of the foregoing persons (whether or not compensated for such services) are the property of the Company and its Affiliates, including information concerning acquisition opportunities in or reasonably related to the business or industry of the Company or its Affiliates and their predecessors of which the Executive becomes aware during such period. Therefore, the Executive agrees that the Executive will not at any time (whether during or after the Employment Period) disclose to any unauthorized person or, directly or indirectly, use for the Executive’s own account, any of such information, observations, data or any Work Product (as defined below) or Copyrightable Work (as defined below) without the Board’s consent, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive’s acts or omissions to act or the acts or omissions to act of other senior or junior management employees of the Company and its Affiliates. The Executive agrees to deliver to the Company at the termination of the Executive’s employment, or at any other time the Company may request in writing (whether during or after the Employment Period), all memoranda, notes, plans, records, reports and other documents, regardless of the format or media (and copies thereof), relating to the business of the Company and its Affiliates and their predecessors (including, without limitation, all acquisition prospects, lists and contact information) which the Executive may then possess or have under the Executive’s control.

          (b) Intellectual Property. The Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, trade secrets, know-how, ideas, computer programs, and all similar or related information (whether or not patentable) that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or its Affiliates and their predecessors that are conceived, developed, made or reduced to practice by the Executive while employed by the Company or any of its predecessors (“Work Product”) belong to the Company, and the Executive hereby assigns, and agrees to assign, all of the Executive’s rights, title and interest in and to the Work Product to the Company. Any copyrightable work (“Copyrightable Work”)

prepared in whole or in part by the Executive in the course of the Executive’s work for any of the foregoing entities will be deemed a “work made for hire” under the copyright laws, and the Company will own all rights therein. To the extent that it is determined, by any authority having jurisdiction, that any such Copyrightable Work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the Company all of the Executive’s rights, title and interest, including, without limitation, copyright in and to such Copyrightable Work. The Executive will promptly disclose such Work Product and Copyrightable Work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

          (c) Enforcement. The Executive acknowledges that the restrictions contained in this Section 7 are reasonable and necessary, in view of the nature of the Company’s business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the Company. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of this Section 7, the Company may be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any such confidential information. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, recovery of damages from the Executive.

     8. Termination of Employment. Any termination of the Employment Period by the Company or the Executive will be communicated by a written Notice of Termination to the other party hereto in accordance with Section 11. For purposes of this Agreement, a “Notice of Termination” will mean a notice which will indicate the specific termination provision in this Agreement relied upon, if any, and will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employment Period if the termination is being effected by the Company for Cause. Termination of the Employment Period will take effect on the Date of Termination. The Employment Period will be terminated under the following circumstances:

          (a) Death. The Employment Period will terminate upon the Executive’s death;

          (b) By the Company. The Company may terminate the Employment Period (i) if the Executive has a Disability, or (ii) with or without Cause;

          (c) By the Executive. The Executive may terminate the Employment Period at any time, with or without Good Reason; or

          (d) Non-Renewal. The Employment Period may terminate pursuant to the terms of Section 2. If the Employment Period expires due to a notice of non-renewal by the Company to the Executive and the Executive actually resigns from employment with the Company effective upon the expiration of the Employment Period, such cessation of the Executive’s employment with the Company will be treated as a termination of the Employment Period by the Company without Cause. The expiration of the Employment Period due to a

notice of non-renewal tendered by the Executive to the Company will be treated as a termination of the Employment Period by the Executive.

     9. Compensation upon Termination. The Executive’s services as an employee of the Company must be terminated in order for the Executive to receive any payment or other benefit under this Section 9. Any change in job title or responsibilities will not constitute a termination of the Employment Period under this contract, unless Executive terminates the Employment Period for Good Reason (as described below).

          (a) Death. If the Employment Period terminates as a result of the Executive’s death, the Company will promptly pay to the Executive’s estate, or as may be directed by the legal representatives of such estate, after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) will be paid in accordance with the terms of any such plans or programs. The Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan and any life insurance, death in service or other equivalent policy for the benefit of the Executive).

          (b) Disability. If the Company terminates the Employment Period because of the Executive’s Disability, the Company will promptly pay to the Executive after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) will be paid in accordance with the terms of any such plans or programs. In addition, if the Company terminates the Employment Period because of the Executive’s Disability, then the Executive will be entitled to the cash payment referred to in clause (iii) of Section 9(e). The Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan and any disability or other medical insurance policy for the benefit of the Executive).

          (c) By the Company for Cause; By the Executive Without Good Reason. If the Company terminates the Employment Period for Cause or if the Executive terminates the Employment Period without Good Reason, the Company will promptly pay to the Executive after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) will be paid in accordance with the terms of any such plans or programs.

     Other than as set forth in this Section 9(c), the Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan).

          (d) By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period other than for Cause, Disability or death, or if

the Executive terminates the Employment Period for Good Reason, the Executive will be entitled to the Separation Benefits (as defined in Section 9(e)). Other than as set forth herein, the Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan).

     As an express condition precedent to Executive receiving any Separation Benefits under this Section 9, Executive must execute and not revoke a unilateral general release of claims in a form satisfactory to the Company within sixty (60) calendar days of the Date of Termination. Nothing in this Section 9(d) will be deemed to operate or will operate as a release, settlement or discharge of any liability of the Executive to the Company or others for any action or omission by the Executive, including without limitation any actions which formed, or could have formed, the basis for termination of the Executive’s employment for Cause.

          (e) Separation Benefits. For purposes of this Agreement, “Separation Benefits” will mean payment by the Company to the Executive of a cash lump sum equal to the sum of (i) $400,000; plus (ii) an amount equal to (A) if the Date of Termination occurs prior to the end of the Company’s 2012 fiscal year, the pro-rata portion of Executive’s target bonus for the fiscal year in which the Date of Termination occurs (i.e., such amount shall be equal to the product of (x) $320,000 times (y) a fraction, the numerator of which is the number of days Executive has been employed by the Company in such fiscal year and the denominator of which is 365), or (B) if the Date of Termination occurs after the end of the Company’s 2012 fiscal year, the pro-rata portion of Executive’s actual bonus paid by the Company for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (i.e., such amount shall be equal to the product of (x) 100% of Executive’s actual bonus paid by the Company for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, times (y) a fraction, the numerator of which is the number of days Executive has been employed by the Company in such fiscal year and the denominator of which is 365); plus (iii) $25,000; plus (iv) any accrued but unpaid Base Salary through the Date of Termination and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination. Any cash payment pursuant to this Section 9(e) will be made by the Company on the 60th day following the Date of Termination.

          (f) Damages. The Executive agrees that, except for such other payments and benefits to which the Executive may be entitled as expressly provided by the terms of this Agreement or any applicable Company plan, such amounts will be in lieu of all other claims for damages that the Executive may make with respect to the termination of the Executive’s employment, the Employment Period or any such breach of this Agreement. In no event will the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts will not be reduced whether or not the Executive obtains other employment.

     10. Noncompetition and Nonsolicitation.

          (a) Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE

EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and the Company jointly acknowledge that Executive’s initial and principal place of employment is Newport Beach, California, and therefore, this section 10 (a) is NOT in force and effect on the Effective Date. However, the Executive further acknowledges that in the course of the Executive’s employment with the Company and its Affiliates and their predecessors, the Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that if his principal place of employment becomes a state other than California, then during the Employment Period and for a period of twelve (12) months following the termination of the Employment Period for any reason (the “Restricted Period”), the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or its Affiliates, in any country where the Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent (3%) of the voting equity of a business and the Executive’s other current positions and activities described in Section 3 will not be prohibited hereby.

          (b) Nonsolicitation. Executive agrees that, during the Employment Period and for a period of twelve (12) months following the termination of the Employment Period for any reason, the Executive will not directly or indirectly (i) induce or attempt to induce any employee of the Company or any Affiliate or any portfolio company of Golden Gate Capital to leave the employ of the Company or such Affiliate or such portfolio company of Golden Gate Capital, hire or attempt to hire any employee of the Company or any Affiliate or any portfolio company of Golden Gate Capital or in any way willfully interfere with the relationship between the Company or any Affiliate or any portfolio company of Golden Gate Capital and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate or any portfolio company of Golden Gate Capital to cease doing business with the Company or such Affiliate or such portfolio company of Golden Gate Capital, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate or any portfolio company of Golden Gate Capital.

          (c) Enforcement. If, at the time of enforcement of this Section 10, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. If the provisions of this Section 10 will be deemed illegal by any jurisdiction, the provisions in this Section 10 will be deemed ineffective within such jurisdiction. Because the Executive’s services are unique and because the Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for

any breach of any provision of this Agreement. Therefore, in the event of a breach or threatened breach by the Executive of any provision of this Agreement, the Company may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

     11. Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder will be in writing and will be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

          (a) If to the Company:

Conexant Systems, Inc
4000 MacArthur Boulevard, West Tower
Newport Beach, CA 92660
Fax: (949) 483-9475
Attention: Sharon Johur, Executive Director of Human Resources

with a copy to:

Golden Gate Capital
One Embarcadero Center, 39th Floor
San Francisco, CA 94111
Fax: (415) 983-2701
Attention: John Knoll

          (b) If to the Executive:

at the address on the books and records of the Company at the time of such notice, or to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that will be given or made in the manner described above will be deemed sufficiently given or made for all purposes three (3) days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

     12. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement will not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect.

     13. Survival. It is the express intention and agreement of the parties hereto that the provisions of Sections 7, 9, 10, 11, and 22 will survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder will survive any termination of this Agreement on the terms and conditions set forth herein.

     14. Assignment. The rights and obligations of the parties to this Agreement will not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal

representative or legatees or distributees of the Executive’s estate, as the case may be, will have the right to receive any amount owing and unpaid to the Executive hereunder, and (ii) the rights and obligations of the Company hereunder will be assignable and delegable in connection with any merger, consolidation or sale of all or substantially all of the assets of the Company and any similar event with respect to any successor corporation. Notwithstanding anything herein to the contrary, the rights and obligations of the Company hereunder will inure to the benefit of, and will be binding upon, any successor to the Company or its business by merger or otherwise, whether or not there is an express assignment, delegation or assumption of such rights and obligations.

     15. Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement will be binding upon the parties hereto and will inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

     16. Amendment; Waiver. This Agreement will not be amended, altered or modified except by an instrument in writing duly executed by the parties hereto. No waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement will thereafter be construed as a waiver of any subsequent breach or default of a similar nature. The failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder will not be construed as a waiver of any such provisions, rights or privileges hereunder, or a waiver of any subsequent breach or default of a similar nature.

     17. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, will not be deemed to be a part of this Agreement for any purpose, and will not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

     18. Governing Law. This Agreement, 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).

     19. Entire Agreement. This Agreement constitutes the entire agreement between the parties respecting the employment of the Executive. There being no representations, warranties or commitments between the parties except as set forth herein, this Agreement replaces and supersedes any other employment or equity agreements or arrangements, oral or written (including, without limitation, the Prior Employment Agreement), between the Executive and the Company or any of its Affiliates or predecessors.

     20. Effective Date. This Agreement will become biding once both parties hereto have executed this Agreement. Once executed, this Agreement will be effective as of the date hereof.

     21. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be an original and all of which will be deemed to constitute one and the same instrument.

     22. Legal Expenses. The Company will pay or reimburse the Executive (up to $2,500) for reasonable attorneys’ fees incurred by the Executive in connection with the negotiation of this Agreement and the Executive’s commencement of employment hereunder. Any such reimbursement will be made no later than the calendar year following the year in which such expense was incurred.

     23. Attorneys’ Fees. If either party sues the other to enforce any of the terms of this Agreement, the prevailing party (as determined by a court of competent jurisdiction in a final, non-appealable order) shall, in addition to all other damages, be entitled to recover its reasonable, out-of-pocket costs and attorneys’ fees.

     24. Executive’s Cooperation. During the Employment Period and thereafter, the Executive shall cooperate with the Company and its subsidiaries in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including, without limitation, the Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Executive’s possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event the Company requires the Executive’s cooperation in accordance with this Section, the Company shall reimburse the Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts.

     25. Provisions Regarding Code Section 409A.

          (a) Six-Month Wait for Key Employees Under Separation from Service. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and any final regulations and guidance promulgated thereunder (“Section 409A”) at the time of the Executive’s termination, then the severance and benefits payable to the Executive pursuant to this Agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which are otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment or the date of death, if earlier. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

          (b) Necessary Amendments Due to Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that

amendments to this Agreement are necessary in order to comply with future guidance or interpretations under Section 409A, including amendments necessary to ensure that compensation will not be subject to Section 409A, the Executive agrees that the Company will be permitted to make such amendments, on a prospective and/or retroactive basis, in its sole discretion, provided that it has first negotiated with the Executive on a good faith basis to construct an amendment that would be mutually satisfactory to the parties hereto.

          (c) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

          (d) Offset Limitation. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

     26. Definitions.

     “Affiliate” means any entity from time to time designated by the Board and any other entity directly or indirectly controlling or controlled by or under common control with the Company. For purposes of this definition: “control” means the power to direct the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Board” means the board of directors of the Company.

     “Cause” means: (i) the Executive’s indictment or conviction of or entering into a plea of guilty or no contest in a court of competent jurisdiction to a felony or a crime involving moral turpitude, or the intentional commission of any other material act or material omission involving dishonesty or fraud that is materially injurious to the Company or any of its Affiliates; (ii) the Executive’s willful, substantial and repeated failure to perform duties of the office(s) held by the Executive, as reasonably directed by the Board, if such failure is not cured within thirty (30) days after the Executive receives written notice thereof; (iii) gross negligence or willful misconduct in the performance of the Executive’s duties which materially injures the Company or its reputation; or (iv) the Executive’s willful and material breach of the material covenants of this Agreement.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Date of Termination” means: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated because of the Executive’s Disability, thirty (30) days after Notice of Termination, provided that the Executive will not have returned to the performance of the Executive’s duties on a full-time basis during such thirty (30)-day period; (iii) if the Executive’s employment is

terminated by the Company for Cause, the date specified in the Notice of Termination; (iv) if the Executive’s employment is terminated during the Employment Period for any other reason, the date specified in the Notice of Termination; or (v) if the Executive’s employment is terminated due to the non-renewal of the Employment Period in accordance with Section 2 hereof, the date on which the Employment Period expires by its terms.

     “Disability” means: as provided under Section 409A(a)(2)(C) and Treasury regulation 1.409A-3(i)(4) and other official guidance issued thereunder, that Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment, which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees. Notwithstanding, Executive shall be deemed Disabled if he is determined to be totally disabled by the United States Social Security Administration or by the then-current disability insurance program of the Company; provided that, the definition of disability applied under such disability insurance program complies with the requirements of Section 409A and the applicable Treasury regulations and other official guidance issued thereunder.

     “Good Reason” means: (i) a material reduction of Executive’s authorities, duties or responsibilities as President and Chief Executive Officer; (ii) a requirement that Executive relocate his full-time residence outside of Orange County without Executive’s consent; (iii) any reduction by the Company in Executive’s base salary or bonus targets as in effect on the date hereof, or (iv) any other material breach of this Agreement by the Company; provided, in each case, that (1) Executive has given written notice of such Good Reason condition within 90 days of the initial existence of the condition; (2) the Company has not remedied such condition within 30 days of such notice; and (3) Executive’s termination occurs within 120 days of the initial existence of the condition

{Signature page follows.}

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