Employment Agreement Between The Company And Sandeep Chennakeshu

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This AGREEMENT is by and between Freescale Semiconductor, Inc., (the " Company" ), and Sandeep Chennakeshu (the " Executive" ) dated as of the 12th day of May 2006.

WHEREAS, the Company desires to employ the Executive and to enter into this Agreement embodying the terms of such employment; and,

WHEREAS, the Executive desires to enter into this Agreement and to accept such employment;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledge, the Company and the Executive (individually a " Party" and together the " Parties" ) agree as follows: 1. Effective Date . The " Effective Date" shall mean June 1, 2006. 2. Employment Period . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on that Effective Date and ending on the fourth anniversary thereof (the " Initial Employment Period" ). The Initial Employment Period will automatically renew for an additional one year period unless on or before March 1, 2010, the Company or the Executive delivers a written notice (a " Notice of Non-Renewal" ) to the other Party that the employment period will not be so extended (the Initial Term as so extended, the " Employment Period" ). If a Notice of Non-Renewal is tendered, the Employment Period will expire effective May 31, 2010. After the Initial Employment Period, the Employment Period shall continue to automatically renew for additional one year periods unless by March 1 of any successive year, the Company or the Executive delivers a Notice of Non-Renewal, in which case the Employment Period will expire effective May 31 of that calendar year. This Agreement is contingent upon proof of employment eligibility to work in the U.S. and compliance with export control requirements. Prior to or on the Effective Date, the Executive will supply to the Company satisfactory and appropriate documentation of identity and authorization to work in the U.S. and to be compensated through the Company' s United States payroll.

3. Terms of Employment .

a. Position and Duties . (i) During the Employment Period, subject to applicable law and regulation (including immigration policies), the Executive shall serve as Senior Vice President and General Manager of the Wireless & Mobile Systems Group (" WMSG" ) of the Company, with such duties and responsibilities as are commensurate with such position, and shall report to the Chairman and Chief Executive Officer of the Company.

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The Executive' s principal location of employment shall be at the headquarters of the Company at 6501 William Cannon Drive West in Austin, Texas; provided, that the Executive may be required under reasonable business circumstances to travel outside of the applicable principal location of employment in connection with performing his duties under this Agreement. (ii) The Executive agrees that during the Employment Period, he shall devote all of his business time, energies and talents to serving as the Company' s Senior Vice President and General Manager of the Wireless & Mobile Systems Group, in accordance with each of the Company' s policies and procedures, including its corporate governance policies, and its Code of Business Conduct and Ethics (the " Freescale Code" ), Ethics policies, and Standard Operating Policies (collectively, the " Freescale Policies" ). During the Employment Period, it shall not be a violation of this Agreement for the Executive, subject to the requirements of Section 6, to (A) serve on corporate, civic or charitable boards or committees, provided, that, the Executive shall comply with Ethics Policy E-5 on Board Memberships and shall be permitted to serve on no more than one such corporate board, (B) deliver lectures or fulfill speaking engagements and (C) manage personal investments, so long as such activities do not interfere with the performance of the Executive' s responsibilities, or violate any Freescale Policies. The Executive acknowledges that he has been provided with a copy of the Freescale Code, and a list of the Company' s Ethics Policies and Standard Operating Policies. (iii) The Executive acknowledges that the Company has adopted the equity ownership requirements for its senior executives, and agrees that he has been informed of these requirements and shall at all times during his service with the Company be subject to these requirements, as they may be amended from time to time, on the same basis as other senior executives. b. Compensation .

(i) Base Salary . During the Employment Period, the Executive shall receive a bi-weekly salary of approximately $26,923.08 (Twenty Six Thousand Nine Hundred Twenty Three Dollars and eight cents) (all amounts in this Agreement are expressed in U.S. Dollars) which equates to an annual base salary (" Annual Base Salary" ) of $700,000 (Seven Hundred Thousand Dollars). During the Employment Period, the current Annual Base Salary shall be reviewed for increase at such time as the salaries of senior executives of the Company are reviewed generally, provided, that the Executive' s first such review shall occur no earlier than January 2007. (ii) Annual Bonus . For each year completed during the Employment Period, the Executive shall be eligible to receive an annual cash bonus (" Annual Bonus" ) based upon performance targets that are established by the Chairman and Chief Executive Officer and approved by the Compensation and Leadership Committee of the Board of Directors (the " Committee" ); provided that, the Executive' s target Annual Bonus shall be equal to $500,000 (Five Hundred Thousand Dollars) (the " Target Bonus" ). The business performance factor of the Executive' s target Annual Bonus for fiscal year 2006 will be

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based upon two sets of metrics: the WMSG targets will represent 25% of the business performance factor, and the Corporate targets will represent the other 75% of the business performance factor. The Executive' s target Annual Bonus for calendar year 2006 shall be prorated based on the portion of such year the Executive is employed with the Company beginning on the Effective Date. (iii) Initial Restricted Stock Units Grant . Promptly following the Effective Date, the Company shall grant to the Executive, pursuant to the Freescale Omnibus Incentive Plan of 2005 (the " Incentive Plan" ), 250,000 restricted stock units (the " Restricted Stock Units' ). The Executive must execute the required Stock Option/Restricted Stock Unit Consideration Agreement (the " SOCA" ) in order to receive the Restricted Stock Units. The Restricted Stock Units shall vest in four equal annual installments (each, a " Restricted Stock Units Installment" ) on each of the first four anniversaries of the date of the grant, provided in each case that the Executive remains in the employ of the Company through each such date. The Restricted Stock Units shall be subject to the terms and conditions of the Incentive Plan, the SOCA and the award agreement evidencing the grant of the Restricted Stock Units.

(iv) Signing Bonus . Within 30 days following the Effective Date, the Company will pay the Executive a signing bonus in the gross amount of $1,000,000 (One Million Dollars). If the Executive' s employment ends prior to May 31, 2007 for Cause or due to voluntary termination without Good Reason, the Executive agrees to repay to the Company the entire Signing Bonus (less the amount withheld by the Company for taxes and other Federal withholding requirements at the time of payment of the bonus). Such payment will be made within 60 days of the termination of employment.

(v) Benefits . During the Employment Period, the Executive shall (subject to applicable law and regulation) be eligible for participation in the family health (medical, vision, dental), life and disability insurance, welfare, retirement, perquisite and fringe benefit and other benefit plans, practices, policies and programs, as may be in effect from time to time, for senior executives of the Company and their families generally; provided, that, any severance payments or benefits to be received under any severance benefit plans, practices, policies and programs shall be offset and reduced by any severance benefits or payments received under Section 5 of this Agreement. The Executive will be eligible to receive Relocation Benefits under the Freescale' s Relocation policy. Excluded from such benefits will be any loan or equity advance. The Company hereby waives any requirement for the Executive to repay the relocation benefits if he separates from employment with the Company prior to the end of the Employment Period. (vi) Change in Control Benefits . The Executive shall be eligible for participation as a " Tier 1" participant in the Company' s Officer Change in Control Severance Plan or any successor change in control plan or program (the " Change in Control Plan" ), as may be in effect from time to time, for senior executives of the Company generally. Notwithstanding the foregoing, if the Company adopts a Change in Control severance plan for senior executives generally with more generous benefits than the Change in Control Plan, the Executive will be entitled to those more generous benefits to the extent applicable.

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(vii) Expenses . During the Employment Period, the Executive shall be eligible for prompt reimbursement for business expenses reasonably incurred by the Executive in accordance with the policies of the Company, as applicable, as may be in effect from time to time for senior executives generally. (viii) Paid Time Off . During the Employment Period, the Executive shall be eligible for Paid Time Off in accordance with the policies of the Company, as applicable, as may be in effect from time to time for senior executives generally.

(ix) Long-Term Incentive Awards . As determined by the Chief Executive Officer and approved by the Committee, the Executive will be eligible for grants of equity compensation awards under the Company' s long-term incentive compensation plans in accordance with the Company' s practices in effect for Senior Vice Presidents from time to time. All grants of equity compensation awards will be made at the discretion of the Chief Executive Officer, as approved by the Committee. c. Other Entities . The Executive agrees to serve upon request, without additional compensation, as an officer and director for some of the Company' s subsidiaries, partnerships, joint ventures, limited liability companies and other entities, which, in each case, are affiliates, including entities in which the Company has a significant investment, as determined and requested by the Company.

4. Termination of Employment .

a. Death or Disability . The Executive' s employment shall terminate automatically upon the Executive' s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 8(b) of this Agreement of its intention to terminate the Executive' s employment. In such event, the Executive' s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date" ), provided that, within the 30-day period after such receipt, the Executive shall not have returned to full time performance of the Executive' s duties. For purposes of this Agreement, " Disability" shall mean the inability of the Executive to perform his duties with the Company on a full-time basis for 90 consecutive days or for 120 intermittent days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a licensed physician selected by the Company or its insurers and acceptable to the Executive or the Executive' s legal representative. If the Parties cannot agree on a licensed physician, each Party shall select a licensed physician and the two physicians shall select a third who shall be the approved licensed physician for this purpose.

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b. Cause . The Company may terminate the Executive' s employment during the Employment Period with or without Cause. For purposed of this Agreement, " Cause: shall mean:

(i) the Executive' s willful and continued failure to substantially perform his duties under this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, which failure has continued for a period of at least 30 days following delivery to the Executive or a written demand for substantial performance specifying the manner in which the Executive has failed to substantially perform; or

(ii) the Executive' s willful engagement in malfeasance, fraud, dishonesty or misconduct (other than dishonesty or misconduct that has no detrimental impact on the Company' s reputation or business); (iii) the Executive' s conviction of, or plea of guilty or nolo contendere, or deferred adjudication to, a felony or misdemeanor (other than a misdemeanor traffic offense);

(iv) as of the Effective Date, failure to provide appropriate documentation of identity and authorization to work in the United States; and,

(v) the Executive' s material breach of Section 3(a) or Section 6 of this Agreement.

c. Good Reason . The Executive' s employment may be terminated by the Executive for Good Reason if (x) an event or circumstance set forth in the clauses of this Section 4(c) below shall have occurred and the Executive provides the Company with written notice thereof within 15 days after the Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within 30 days after the receipt of such notice, and (z) the Executive resigns within 90 days after the date of delivery of the notice referred to in clause (x) above. For purposes of this Agreement, " Good Reason" shall mean, in the absence of the Executive' s written consent (and except as required by applicable law and regulation or in consequence of a prior termination or a Notice of Termination of the Executive' s employment), the occurrence of any of the following: (i) a reduction by the Company in the Executive' s Annual Base Salary or a reduction in the Executive' s Target Bonus; or (ii) a material reduction in the aggregate level of employee benefits made available to the Executive when compared to the benefits made available to the Executive at any time during the Employment Period, unless such reduction is applicable to senior executives of the Company generally; or

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(iii) a material diminution in the Executive' s duties or responsibilities (other than as a result of the Executive' s physical or mental incapacity which impairs his ability to materially perform his duties or responsibilities as confirmed by a doctor reasonably acceptable to the Executive or his representative and such diminution lasts only for so long as such doctor determines such incapacity impairs the Executive' s ability to materially perform his duties or responsibilities).

(iv) a material change in the Executive' s reporting relationship that is inconsistent with the terms of the first sentence of Section 3(a)(i); or,

(v) the Company requiring the Executive' s principal location of employment to be at any office or location more than 35 miles from the principal headquarters of the Company (other than to the extent agreed to or requested by the Executive).

d. Voluntary Termination . The Executive may voluntarily terminate his employment without Good Reason (other than due to death, Disability, or retirement), and such termination shall not be deemed to be a breach of this Agreement.

e. Notice of Non-Renewal . Executive' s employment may expire as the result of a Notice of Non-Renewal by either Executive or Company.

f. Notice of the Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other Party hereto given in accordance with Section 8(b) of this Agreement. For purposes of this Agreement, a " Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive' s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive' s or the Company' s rights hereunder.

g. Date of Termination . " Date of Termination" means (i) if the Executive' s employment is terminated by the Company for Cause or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive' s employment is terminated by the Company other than for Cause or Disability, or if the Executive voluntarily resigns without Good Reason, the date on which the terminating Party notifies the other Party of such termination, (iii) if the Executive' s employment is terminated by the Company due to Disability, the Disability Effective Date, or (iv) if the Executive' s employment expires as a result of a Notice of Non-Renewal by the Executive or the Company. 6

h. Resignation from All Positions . Notwithstanding any other provision of the Agreement, upon the termination of the Executive' s employment for any reason, unless otherwise requested by the Company, the Executive shall immediately resign as of the Date of Termination from all positions that he holds or has ever held with the Company (and with any other entities with respect to which the Company has requested the Executive to perform services), including, without limitation, all boards of directors of any subsidiaries. The Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation. 5. Obligations of the Company upon Termination .

a. Good Reason; Other Than for Cause . Subject to Section 8(b), if during the Employment Period, (1) the Company shall terminate the Executive' s employment other than for Cause, Death, or Disability, or (2) the Executive shall terminate employment for Good Reason;

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts:

A. the sum of (1) the Executive' s accrued but unpaid Annual Base Salary and any accrued but unused Paid Time Off through the Date of Termination, (2) the Executive' s business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, and (3) the Executive' s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid); and

B. an amount equal to the product of (x) two and (y) the sum of (I) the Executive' s Annual Base Salary and (II) the Target Bonus; and,

C. to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company (such amounts and benefits, the " Other Benefits" ) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination.

(ii) In addition to the above payments:

A. for two years after the Executive' s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any

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dependents of the Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive' s emplo ...