CONEXANT SYSTEMS INC
EXHIBIT 10.E.1
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<TYPE>EX-10.E.1
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<FILENAME>a94750exv10wew1.txt
<DESCRIPTION>EXHIBIT 10.E.1
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                                                                  EXHIBIT 10-e-1

                             CONEXANT SYSTEMS, INC.
                              DIRECTORS STOCK PLAN
                            AS AMENDED AUGUST 8, 2003

1.       PURPOSE OF THE PLAN.

         The purpose of the Directors Stock Plan (the "Plan") is to link the
         compensation of non-employee directors of Conexant Systems, Inc.
         ("Conexant") directly with the interests of the shareowners.

2.       PARTICIPANTS.

         Participants in the Plan shall consist of directors of Conexant who are
         not employees of Conexant or any of its subsidiaries ("Non-Employee
         Director"). The term "subsidiary" as used in the Plan means a
         corporation more than fifty percent (50%) of the voting stock of which,
         or an unincorporated business entity more than fifty percent (50%) of
         the equity interest in which, shall at the time be owned directly or
         indirectly by Conexant.

3.       SHARES RESERVED UNDER THE PLAN.

         Subject to the provisions of Section 9 of the Plan, there shall be
         reserved for delivery under the Plan an aggregate number of shares of
         Common Stock of Conexant ("Shares") equal to the sum of (a) nine
         hundred eighty thousand (980,000) plus (b) an annual increase effective
         on the first (1st) day of each fiscal year of Conexant commencing with
         the fiscal year beginning on or about October 1, 2002 of an amount
         equal to the greater of (i) one hundred fifty thousand (150,000) Shares
         or (ii) sixty-seven thousandths of one percent (0.067%) of the Shares
         outstanding on such date, provided that the Board may, in its sole

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         discretion, determine that the amount of any one (1) or more annual
         increases shall be the lesser of such numbers of Shares. Shares to be
         delivered under the Plan may be authorized and unissued Shares, Shares
         held in treasury or any combination thereof.

4.       ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Compensation and Management
         Development Committee (the "Committee") of the Board of Directors of
         Conexant (the "Board"), subject to the right of the Board, in its sole
         discretion, to exercise or authorize another committee or person to
         exercise some of or all the responsibilities, powers and authority
         vested in the Committee under the Plan. The Committee (or the Board or
         any other committee or person authorized by the Board) shall have
         authority to interpret the Plan, and to prescribe, amend and rescind
         rules and regulations relating to the administration of the Plan, and
         all such interpretations, rules and regulations shall be conclusive and
         binding on all persons.

5.       EFFECTIVE DATE OF THE PLAN.

         The Plan, as amended on November 1, 2001, was submitted to the
         shareowners of Conexant for approval and was approved at the Annual
         Meeting of Shareowners held on February 27, 2002. The amendments
         thereto adopted by the Board on August 8, 2003 shall be effective on
         August 8, 2003.

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6.       STOCK OPTIONS.

         (a)      Each Non-Employee Director in office on January 2, 1999 shall
                  be granted, on or prior to March 31, 1999, an option to
                  purchase eighty thousand (80,000) Shares. Each other
                  Non-Employee Director shall be granted an option to purchase
                  forty thousand (40,000) Shares at the meeting of the Board at
                  which, or immediately following the Annual Meeting of
                  Shareowners at which, the Non-Employee Director is first
                  elected a director of Conexant.

         (b)      To align more closely the date of grant of options to the
                  employees and officers of the Company, on the day of the
                  Annual Meeting of Shareowners held in the year 2004 and on the
                  day of each Annual Meeting of Shareowners thereafter, each
                  Non-Employee Director, who has served as a Non-Employee
                  Director for at least one (1) year and who is elected a
                  director at or who was previously elected and continues as a
                  director after that Annual Meeting, shall be granted an:

                  (i)      option to purchase ten thousand (10,000) Shares,
                           provided, however, that the Board may, by action
                           taken on or before the date of any such Annual
                           Meeting, defer the option grants with respect to such
                           Annual Meeting for up to forty-five (45) days
                           following such Annual Meeting (the "First Annual
                           Option Grant"); and

                  (ii)     option to purchase ten thousand (10,000) Shares six
                           (6) months after the date of the First Annual Option
                           Grant (the "Second

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                           Annual Option Grant"), provided, however, that the
                           Board may determine to make the Second Annual Option
                           Grant up to forty-five (45) days before or after the
                           six (6) month anniversary of the First Annual Option.

7.       The exercise price per share for each option granted under the Plan
         shall be the closing price per share (the "Fair Market Value") of
         Shares on the date of grant as reported in the NASDAQ reporting system
         (or on the immediately preceding day such stock was traded if it was
         not traded on the date of grant). The purchase price of the Shares with
         respect to which an option or portion thereof is exercised shall be
         payable in full in cash, the Shares valued at their Fair Market Value
         on the date of exercise, or a combination thereof. Each option may be
         exercised in whole or in part at any time after it becomes exercisable;
         and each option shall become exercisable in four (4) approximately
         equal installments on each of the first, second, third and fourth
         anniversaries of the date the option is granted. No option shall be
         exercisable prior to one (1) year nor after ten (10) years from the
         date of the grant thereof; provided, however, that if the holder of an
         option dies, the option may be exercised from and after the date of the
         optionee's death for a period of three (3) years (or until the
         expiration date specified in the option if earlier) even if it was not
         exercisable at the date of death. Moreover, if an optionee retires
         after attaining age seventy-two (72) or completing at least ten (10)
         years service as a director, all options then held by such optionee
         shall be exercisable even if they were not exercisable at such
         retirement date; provided,

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         however, that each such option shall expire at the earlier of five (5)
         years from the date of the optionee's retirement or the expiration date
         specified in the option.

         Options granted under the Plan are not transferable other than by (i)
         will or by the laws of descent and distribution; or (ii) gift to the
         grantee's spouse or natural, adopted or stepchildren or grandchildren
         (Immediate Family Members) or to a trust for the benefit of one or more
         of the grantee's Immediate Family Members or to a family charitable
         trust established by the grantee or a member of the grantee's family.
         If an optionee ceases to be a director while holding unexercised
         options, such options are then void, except in the case of (i) death,
         (ii) disability, (iii) retirement after attaining age seventy-two (72)
         or completing ten (10) years service as a director, or (iv) resignation
         from the Board for reasons of the antitrust laws, compliance with
         Conexant's conflict of interest policies or other circumstances that
         the Committee may determine as serving the best interests of Conexant.

8.       SHARES IN LIEU OF CASH COMPENSATION.

         Each Non-Employee Director may elect each year, not later than December
         thirty-one (31) of the year preceding the year as to which an election
         is to be applicable, to receive all or any portion of the cash retainer
         to be paid for board, committee or other service in the following
         calendar year through the issuance or transfer of Shares, valued at the
         closing price as reported in the NASDAQ reporting system on the date
         when each payment of such retainer amount would otherwise be made in
         cash (or on the immediately preceding day such stock was traded, if it
         was not traded on that date). Each Non-Employee Director making such an
         election may

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         also elect at the same time to receive those Shares in the form of
         restricted stock ("Restricted Shares"). Upon receipt of Shares, the
         recipient shall have all the rights of a shareowner. Upon receipt of
         Restricted Shares, the recipient shall have the right to vote the
         Shares and to receive dividends thereon, and the Shares shall have all
         the attributes of outstanding Shares except that the registered owner
         shall have no right to direct the transfer thereof. Restricted Shares
         shall be held in book-entry accounts subject to the direction of
         Conexant (or if Conexant elects, certificates therefor may be issued in
         the recipient's name but delivered to and held by Conexant) until ten
         (10) days after (i) the recipient retires from the Board after
         attaining age seventy-two (72) or completing at least ten (10) years
         service as a director or (ii) the recipient resigns from the Board or
         ceases to be a director by reason of the antitrust laws, compliance
         with Conexant's conflict of interest policies, death, disability or
         other circumstances the Board determines not to be adverse to the best
         interests of Conexant, when the restrictions on such book-entry
         accounts shall be released (or any certificates issued shall be
         delivered to the director), and such Shares shall cease to be
         Restricted Shares.

8.       ADDITIONAL COMPENSATION.

         The Board or the Committee may, from time to time, as and when either
         thereof deems it appropriate, provide one or more Non-Employee
         Directors with additional compensation under the Plan. Such additional
         compensation may be in the form of a grant of Shares, Restricted
         Shares, options to purchase Shares or a combination thereof, subject to
         the terms, conditions and restrictions established by the Board or the
         Committee at the time of grant.

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9.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

         If there shall be any change in or affecting Shares on account of any
         merger, consolidation, reorganization, recapitalization,
         reclassification, stock dividend, stock split or combination, or other
         distribution to holders of Shares (other than a cash dividend), there
         shall be made or taken such amendments to the Plan and such adjustments
         and actions thereunder as the Board may deem appropriate under the
         circumstances.

10.      GOVERNMENT AND OTHER REGULATIONS.

         The obligations of Conexant to deliver Shares upon exercise of options
         granted under Section 6 of the Plan, pursuant to an election made under
         Section 7 of the Plan or pursuant to a grant made under Section 8 of
         the Plan shall be subject to (i) all applicable laws, rules and
         regulations and such approvals by any governmental agencies as may be
         required, including, without limitation, compliance with the Securities
         Act of 1933, as amended, and (ii) the condition that such Shares shall
         have been duly listed and approved for quotation and trading in the
         NASDAQ reporting system.

11.      AMENDMENT AND TERMINATION OF THE PLAN.

         The Plan may be amended by the Board in any respect, provided that,
         without shareowner approval, no amendment shall materially (i) increase
         the maximum number of Shares available for delivery under the Plan
         (other than as provided for in Section 3 hereof and adjustments
         pursuant to Section 9 hereof), (ii) increase the benefits accruing to
         participants under the Plan, or (iii) modify the requirements

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         as to eligibility for participation in the Plan. The Plan may also be
         terminated at any time by the Board.

12.      MISCELLANEOUS.

         (a)      If a Change of Control as defined in Article III, Section
                  13(I)(1) of Conexant's By-Laws shall occur, all options then
                  outstanding pursuant to the Plan shall forthwith become fully
                  exercisable whether or not then exercisable and the
                  restrictions on all Shares granted as Restricted Stock under
                  the Plan shall forthwith lapse.

         (b)      Nothing contained in the Plan shall be deemed to confer upon
                  any person any right to continue as a director of or to be
                  associated in any other way with Conexant.

         (c)      To the extent that Federal laws do not otherwise control, the
                  Plan and all determinations made and actions taken pursuant
                  hereto shall be governed by the laws of the State of Delaware.

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