EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT



                  AGREEMENT by and between Conexant Systems, Inc., a Delaware

corporation (the "Company") and Mike Vishny (the "Executive"), dated as of the

14th day of January, 2002 ("Date of this Agreement").



                  The Board of Directors of the Company (the "Board"), has

determined that it is in the best interests of the Company and its shareholders

to employ the Executive; under this Employment and Change of Control Agreement.

The Board has also determined that it is in the best interests of the company

and its shareholders to assure that the Company will have the continued

dedication of the Executive, notwithstanding the possibility, threat or

occurrence of a Change of Control (as defined below) of the Company. The Board

believes it is imperative to diminish the inevitable distraction of the

Executive by virtue of the personal uncertainties and risks created by a pending

or threatened Change of Control and to encourage the Executive's full attention

and dedication to the Company currently and in the event of any threatened or

pending Change of Control, and to provide the Executive with compensation and

benefits arrangements upon a Change of Control which ensure that the

compensation and benefits expectations of the Executive will be satisfied and

which are competitive with those of other corporations. Therefore, in order to

accomplish these objectives, the Board has caused the Company to enter into this

Agreement.



                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



                  1.       Certain Definitions. (a) The "Effective Date" shall

mean the first date during the Change of Control Period (as defined in Section

l(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in

this Agreement to the contrary notwithstanding, if a Change of Control occurs

and if the Executive's employment with the Company is terminated prior to the

date on which the Change of Control occurs, and if it is reasonably demonstrated

by the Executive that such termination of employment (i) was at the request of a

third party who has taken steps reasonably calculated to effect a Change of

Control or (ii) otherwise arose in connection with or anticipation of a Change

of Control, then for all purposes of this Agreement the "Effective Date" shall

mean the date immediately prior to the date of such termination of employment.



                  (b)      The "Change of Control Period" shall mean the period

commencing on the Date of this Agreement and ending on the third anniversary of

the Date of this Agreement; provided, however, that commencing on the date one

year after the Date of this Agreement, and on each annual anniversary of such

date (such date and each annual anniversary thereof shall be hereinafter

referred to as the "Renewal Date"), unless previously terminated, the Change of

Control Period shall be automatically extended so as to terminate three years

from such Renewal Date, unless at least 60 days prior to the Renewal Date the

Company shall give notice to the Executive that the Change of Control Period

shall not be so extended.



                  (c)      As used in this Agreement, the term "affiliated

companies" shall include any company controlled by, controlling or under common

control with the Company



<PAGE>



                  2.       Pending Conexant Organization and Business Plans. For

purposes of this Agreement, the contemplated separation of the Conexant Systems,

Inc. business into three or more companies by means of a "spin-off distribution

to shareholders or similar methodology that results in distinct independent

public companies will not be considered a "Change of Control". Specifically, the

separation of Conexant Systems, Inc., its Wireless business in the publicly an

nounced spin-merge with Alpha Industries, Inc., and Mindspeed Technologies into

three distinct companies will not constitute a "Change of Control".



                  3.       Change of Control. For the purpose of this Agreement,

a "Change of Control" shall mean:



                  (a)      The acquisition by any individual, entity or group

(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial

ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)

of 20% or more of either (i) the then outstanding shares of common stock of the

Company (the "Outstanding Company Common Stock") or (ii) the combined voting

power of the then outstanding voting securities of the Company entitled to vote

generally in the election of directors (the "Outstanding Company Voting

Securities"); provided, however, that for purposes of this subsection (a), the

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