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Conexant Reports Equity Grants under NASDAQ Marketplace Rule 4350.


NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif. -- Conexant Systems, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CNXT) today announced that on Sept. 10, 2007 it granted stock options, performance restricted stock units Restricted stock units

Similar to restricted stock. However, the unit represents a promise that employees will receive stock in the future. The units do not pay dividends until the stock is vested.
 and restricted stock units to Karen Roscher, its new senior vice president and chief financial officer, as an inducement Inducement
Electra

incited brother, Orestes, to kill their mother and her lover. [Gk. Myth.: Zimmerman, 92; Gk. Lit.: Electra, Orestes]

Hezekiah

exhorts Judah to stand fast against Assyrians. [O.T.
 material to her entering into employment with the company.

Roscher's stock option grant covers 1,000,000 shares of Conexant common stock that will vest in equal annual installments beginning one year from the date of grant over a three year period. The options have a maximum exercise life of eight years and have an exercise price of $1.37, which was the closing price of Conexant's common stock on the date of grant.

She also received a performance restricted stock unit award of 250,000 shares of common stock that will vest based on the company's independent Compensation Committee's determination that the following performance goals have been achieved: one-third if Conexant's common stock sustains an average closing price of $3.00 over a 60 calendar-day period; one-third if the common stock sustains an average closing price of $4.50 over a 60 calendar-day period; and one-third if the common stock sustains an average closing price of $6.00 over a 60 calendar-day period. Any unvested portion of the performance restricted stock units will be forfeited for·feit  
n.
1. Something surrendered or subject to surrender as punishment for a crime, an offense, an error, or a breach of contract.

2. Games
a.
 five years after the grant.

In addition, Roscher was awarded 360,000 restricted stock units, which will vest in equal installments on the first, second, and third anniversaries of the grant date.

These awards were approved by Conexant's Board of Directors, which is comprised of a majority of independent directors, and have been awarded pursuant to the company's established 2004 New-Hire Equity Incentive Plan. For additional details of Ms. Roscher's terms of employment, please refer to the company's report on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
, filed with the Securities and Exchange Commission.

About Conexant

Conexant's innovative semiconductor solutions are driving broadband communications and digital home networks worldwide. The company's comprehensive portfolio includes products for broadband access See broadband and wireless broadband.  and media processing See media control.  applications. Conexant is a fabless semiconductor company A fabless semiconductor company specializes in the design and sale of hardware devices implemented on semiconductor chips. It achieves an advantage by outsourcing the fabrication of the devices to a specialized semiconductor manufacturer called a semiconductor foundry or "fab.  that recorded revenues of $970.8 million in fiscal year 2006. The company has approximately 3,200 employees, and is headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

"Safe Harbor" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995: This release includes forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Conexant or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements in this release that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.

These risks and uncertainties include, but are not limited to: the risk that capital needed for our business and to repay our indebtedness will not be available when needed; the risk that the value of our common stock may be adversely affected by market volatility; general economic and political conditions and conditions in the markets we address; the substantial losses we have incurred; the cyclical nature of the semiconductor industry and the markets addressed by our products and our customers' products; continuing volatility in the technology sector and the semiconductor industry; demand for and market acceptance of our new and existing products; our successful development of new products; the timing of our new product introductions and our product quality; our ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in our product mix; product obsolescence ob·so·les·cent  
adj.
1. Being in the process of passing out of use or usefulness; becoming obsolete.

2. Biology Gradually disappearing; imperfectly or only slightly developed.
; the ability of our customers to manage inventory; our ability to develop and implement new technologies and to obtain protection for the related intellectual property; the uncertainties of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, including claims of infringement of third-party intellectual property rights or demands that we license third-party technology, and the demands it may place on the time and attention of our management and the expense it may place on our company; and possible disruptions in commerce related to terrorist activity or armed conflict, as well as other risks and uncertainties, including those detailed from time to time in our Securities and Exchange Commission filings.

The forward-looking statements are made only as of the date hereof. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Conexant is a registered trademark of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved.

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Publication:Business Wire
Date:Sep 14, 2007
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