~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~ ~~Securities~~Earliest ~~Exchange~~Event ~~Act~~Reported): ofAugust 26, ~~1934~~2011

~~Date~~CONEXANT ~~of Report (Date of Earliest Event Reported): August 5~~SYSTEMS, ~~2011~~INC.

~~CONEXANT~~ (Exact ~~SYSTEMS,~~name ~~INC.~~ of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-24923	25-1799439
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

Delaware	000-24923	25-1799439
4000 MacArthur Blvd., Newport Beach, California	92660
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

4000 MacArthur Blvd., Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 483-4600

~~Registrant’s~~ Not ~~telephone~~Applicable (Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(949~~last report) ~~483-4600~~

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~(Former~~filing ~~name~~obligation orof ~~former~~the ~~address,~~registrant ifunder ~~changed~~any ~~since~~of ~~last~~the ~~report)~~following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

o ~~Written~~ ~~communications~~Soliciting material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b) )

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement~~Item ~~communications~~5.02 ~~pursuant~~Compensatory toArrangements ~~Rule 13e-4(c)~~of ~~under~~Certain ~~the Exchange Act (17 CFR 240~~Officers.~~13e-4(c))~~

~~TABLE~~ 2011 OFIncentive ~~CONTENTS~~Compensation Plan

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2

On August 26, 2011, the Board of Directors (the “Holdings Board”) of Conexant Holdings, Inc. (“Holdings”), the direct parent of the Company, approved the Conexant Holdings, Inc. 2011 Incentive Compensation Plan (the “2011 Plan”). The purpose of the 2011 Plan is to enable Holdings to offer eligible persons stock-based incentive awards in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the stockholders of Holdings.

~~Table~~ The 2011 Plan authorizes Holdings to issue non-qualified stock options to eligible employees, non-employee directors and consultants of ~~Contents~~Holdings and its affiliates (including the Company). Pursuant to the 2011 Plan, Holdings may issue options to purchase up to twenty-five million (25,000,000) shares of Holdings’ Class A Common Stock, $0.01 par value per share (the “Common Stock”), subject to adjustment as described therein.

~~Item 1.01~~ The ~~Entry~~2011 ~~into~~Plan will be administered by the Holdings Board or a ~~Material~~committee ~~Definitive~~established ~~Agreement~~by the Holdings Board (the “Committee”). The Committee shall have the authority, among other things, to (i) select the individuals to whom options may be granted, (ii) determine the number of shares of Common Stock to be covered by each option granted, (iii) determine the terms and conditions of any option granted (including the exercise or purchase price, any vesting schedule or acceleration, or any forfeiture restrictions), (iv) determine whether and under what circumstances an option may be settled in cash and/or Common Stock, and (v) determine whether and under what circumstances to modify, extend or renew any option granted.

~~Employment~~Each ~~Agreement~~option award granted under the 2011 Plan will be subject to a written agreement executed by Holdings and the recipient, and will be further subject to the final approval of the Committee. The 2011 Plan shall terminate on August 26, 2021, which is the tenth anniversary of the effective date, and no additional options may be granted under the 2011 Plan following that date.

OnThe ~~August 5,~~foregoing ~~2011,~~description ~~Conexant~~of ~~Systems, Inc. (~~the ~~“Company”)~~2011 ~~and~~Plan ~~Sailesh~~does ~~Chittipeddi~~not ~~entered~~purport ~~into an~~to ~~Employment~~be ~~Agreement~~complete ~~(the~~and ~~“Employment~~is ~~Agreement”)~~qualified ~~pursuant~~in its toentirety ~~which~~by ~~Mr. Chittipeddi~~reference ~~was promoted~~ to the ~~position~~2011 ofPlan, ~~President~~a ~~and~~copy ~~Chief~~of ~~Executive~~which ~~Officer.~~is ~~The~~attached ~~Employment~~as ~~Agreement~~Exhibit 10.1 ~~was~~to ~~made~~this ~~effective~~Current ~~retroactive~~Report. toIn ~~April 20~~addition, ~~2011.~~the ~~The~~form ~~term~~ of ~~the~~Stock ~~Employment~~Option Agreement isthat ~~one~~will ~~year from the effective date and shall~~ be ~~renewable~~used ~~for~~to ~~successive~~make ~~one year periods unless either party gives~~option ~~written~~grants ~~notice~~under to the ~~other~~2011 ~~party~~Plan atis ~~least~~attached ~~sixty~~as ~~days before the end of the relevant employment period~~Exhibit 10.2 ~~The~~to ~~Employment~~this ~~Agreement~~Current ~~supersedes~~Report and ~~terminates~~is ~~the Employment Agreement entered into~~incorporated herein by ~~the~~this ~~Company and Mr~~reference. ~~Chittipeddi on April 28, 2008, which provided for the employment of Mr.~~ ~~Chittipeddi as the President and Chief Operating Officer of the Company.~~

~~The~~Grant ~~Employment Agreement provides for the payment~~ of aOptions ~~base~~Under ~~salary of $400,000 per year, which amount will be reviewed by~~ the ~~Board~~2011 ~~of Directors of the Company (the “Board”) no less frequently~~Plan than annually and may be increased at the discretion of the Board. The Employment Agreement also provides for the payment of an annual performance bonus in an amount determined at the discretion of the Board for each fiscal year during the term of the Employment Agreement. It is intended that the Company shall establish an annual target bonus for each fiscal year during the term of the Employment Agreement based upon the overall performance of the Company (calculated with reference to the EBITDA of the Company) for such fiscal year. The target bonus for the 2012 fiscal year is $320,000 (80% of the base salary for the fiscal year). To be eligible to receive any bonuses, Mr. Chittipeddi must be employed by the Company at the time the bonus is actually paid. The Employment Agreement also entitles Mr. Chittipeddi to participate in all employee benefit programs and perquisites that are generally made available to other senior executives of the Company.

~~The Employment~~On ~~Agreement further provides that if Mr.~~August ~~Chittipeddi’s~~26, ~~employment~~2011, ~~is terminated (i) by~~ the ~~Company~~Holdings ~~for~~Board ~~Cause~~and ~~(as defined in~~ the ~~Employment~~Board ~~Agreement),~~of ~~(ii) by~~Directors of the Company ~~because~~each ~~of Mr.~~approved ~~Chittipeddi’s Disability (as defined in~~ the ~~Employment~~grant ~~Agreement),~~of ~~(iii) by~~non-qualified ~~Mr. Chittipeddi~~stock ~~without Good~~options ~~Reason~~under ~~(as defined in~~ the ~~Employment~~2011 ~~Agreement),~~Plan orto ~~(iv) upon~~Sailesh ~~Mr.~~ Chittipeddi~~’s death~~, the ~~Company~~ ~~shall only be obligated to pay the amount of any unpaid base salary accrued through the~~Company’s ~~date~~President ~~of termination~~ and ~~any~~Chief ~~unpaid~~Executive ~~amounts~~Officer. ~~that~~The ~~have~~stock ~~accrued~~options ~~under~~that ~~any~~were ~~fringe~~granted ~~benefit~~include or(i) an ~~bonus~~option ~~plans~~to onpurchase ~~the~~745,614 ~~terms~~shares ~~set~~at ~~forth~~an inexercise ~~those~~price ~~plans (except in the case~~ of a$0.05 ~~termination~~per byshare, ~~the Company upon Mr.~~(ii) ~~Chittipeddi’s~~an ~~Disability~~option into ~~which~~purchase 828,460 ~~case~~shares ~~the~~at ~~Company shall also pay~~ an ~~additional~~exercise ~~cash payment~~price ~~in the amount~~ of $~~25,000)~~2.77 ~~The~~per ~~Employment~~share, ~~Agreement~~and ~~further provides that if Mr. Chittipeddi’s employment is terminated~~ (iiii) byan ~~the~~option ~~Company~~to ~~other~~purchase ~~than for Cause~~925,926 shares ~~Disability~~at ~~or death,~~an orexercise ~~(ii) by~~price Mrof $6. ~~Chittipeddi~~14 ~~for~~per ~~Good~~share. ~~Reason,~~Each of the ~~Company~~stock options shall bevest ~~obligated~~as to ~~pay Mr.~~ ~~Chittipeddi~~twenty-percent ~~a lump sum payment equal to~~ (x20%) ~~$425,000, plus (y) the pro-rata portion~~ of the ~~target bonus~~shares ~~amount~~covered ~~for~~by the ~~fiscal~~option ~~year~~on ineach ~~which~~of the ~~termination~~first, ofsecond, ~~employment occurs~~third, ~~calculated~~fourth inand ~~accordance~~fifth ~~with~~anniversaries ~~the terms~~ of the ~~Employment Agreement, plus (z) any unpaid base salary accrued through the~~ date of ~~termination~~grant. ~~and~~Each ~~any~~of ~~unpaid~~the ~~amounts~~stock ~~that~~options ~~have~~were ~~accrued~~granted ~~under~~pursuant ~~any~~to ~~fringe benefit~~the orCompany’s ~~bonus~~standard ~~plans~~form onof ~~the~~Stock ~~terms~~Option ~~set~~Agreement ~~forth~~(attached inas ~~those~~Exhibit 10.3 ~~plans~~to this Current Report).

~~The~~Item ~~Employment~~9.01 ~~Agreement~~Financial ~~also~~Statements ~~contains customary confidentiality, assignment of invention, non-competition~~ and ~~non-solicitation provisions~~Exhibits.

~~Indemnification~~(d) ~~Agreement~~ Exhibits.

On August 5, 2011, Mr. Chittipeddi and Conexant Holdings, Inc., the parent of the Company (“Parent”), entered into an Indemnification Agreement pursuant to which Parent agreed to hold harmless and indemnify Mr. Chittipeddi, in connection with his role as an officer of the Company, to the fullest extent permitted by the Delaware General Corporation Law and to advance expenses on behalf of Mr. Chittipeddi in certain circumstances.


Exhibit No.		Description
10.1		Conexant Holdings, Inc. 2011 Incentive Compensation Plan

10.2		Form of Stock Option Agreement (2011 Incentive Compensation Plan)

~~The~~SIGNATURES foregoing descriptions of the Employment Agreement and the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement and the Indemnification Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Item 5.02 Compensatory Arrangements of Certain Officers.


	CONEXANT SYSTEMS, INC.
Dated: August 31, 2011	By:	/s/ Sailesh Chittipeddi
		Sailesh Chittipeddi
		President and Chief Executive Officer

~~The~~EXHIBIT ~~disclosure set forth in Item 1.01 of this Current Report on Form 8-K that relates to the~~INDEX ~~Employment Agreement, including Exhibit 10.1 attached hereto, is incorporated by reference into this Item 5.02.~~

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
10.1		Conexant Holdings, Inc. 2011 Incentive Compensation Plan

10.2		Form of Stock Option Agreement (2011 Incentive Compensation Plan)

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, dated August 5, 2011, by and between the Company and Sailesh Chittipeddi.
10.2		Indemnification Agreement, dated August 5, 2011, by and between Parent and Sailesh Chittipeddi.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CONEXANT SYSTEMS, INC.
Dated: August 10, 2011	By:	/s/ Sailesh Chittipeddi
		Sailesh Chittipeddi
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Employment Agreement, dated August 5, 2011, by and between the Company and Sailesh Chittipeddi.
10.2		Indemnification Agreement, dated August 5, 2011, by and between Parent and Sailesh Chittipeddi.

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