July 21 2006 8K Exhibit 10.51




                                                Exhibit 10.51




CENTILLIUM COMMUNICATIONS, INC.

AMENDED AND RESTATED

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Amended and Restated Change of Control Severance Agreement (the "Agreement") is
made and entered into by and between J. Scott Kamsler (the "Employee") and Centillium Communications, Inc., a Delaware
corporation (the "Company"), effective as of July 19, 2006 (the "Effective Date").


RECITALS




	It is expected that the Company from time to time will consider the possibility of an acquisition by
another company or other change of control.  The Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities.  The
Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the
continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein) of the Company.


	The Board believes that it is in the best interests of the Company and its stockholders to provide the
Employee with an incentive to continue his or her employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.


	The Board believes that it is imperative to provide the Employee with certain severance benefits upon the
Employee's termination of employment following a Change of Control.  These benefits will provide the Employee with enhanced
financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of
Control.


	The Company had previously entered into a Change of Control Agreement effective as of July 23, 2004 with the Employee
(the "Original Agreement") and now wishes to amend and restate the Original Agreement to address certain issues that
were not addressed in the Original Agreement.


	Certain capitalized terms used in the Agreement are defined in Section 6 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree
as follows:




	Term of Agreement.  This Agreement shall terminate upon the date that all of the
obligations of the parties hereto with respect to this Agreement have been satisfied. 


	At-Will Employment.  The Company and the Employee acknowledge that the Employee's
employment is and shall continue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under
the terms of any written formal employment agreement between the Company and the Employee (an "Employment
Agreement").  If the Employee's employment terminates for any reason, including (without limitation) any termination prior to a
Change of Control, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as
provided by this Agreement or under his or her Employment Agreement.


	Severance Benefits.



	Involuntary Termination Other than for Cause or Voluntary Termination for Good Reason Following a
Change of Control.  If within eighteen (18) months following a Change of Control (i) the Employee terminates his or her
employment with the Company (or any parent or subsidiary of the Company) for "Good Reason" (as defined herein) or (ii)
the Company (or any parent or subsidiary of the Company) terminates the Employee's employment for other than "Cause"
(as defined herein), and the Employee signs and does not revoke a standard release of claims with the Company in a form acceptable
to the Company, then the Employee shall receive the following severance from the Company:



	Severance Payment.  The Employee shall be entitled to receive a lump-sum severance payment (less applicable
withholding taxes) equal to 100% of the Employee's annual base salary (as in effect immediately prior to (A) the Change of Control, or
(B) the Employee's termination, whichever is greater).


	The vesting of Employee's grant of options to purchase two hundred thousand (200,000) shares of the Company's Common Stock,
which were granted on July 23, 2004, pursuant to that certain Stock Option Agreement between Company and Employee with an
Effective Date of July 23, 2004 (and which is referred to in Employee's written offer letter from the Company dated July 13, 2004
("July 13, 2004 Offer Letter")) shall accelerate by twelve (12) months in addition to the vesting under the standard four-year
vesting schedule. 


	The vesting of any options or restricted stock units (or other similar equity grant) granted after the date of
this Agreement shall accelerate by twelve (12) months in addition to the vesting under the relevant initial standard four-year vesting
schedule.


	Benefits.  Employee shall be entitled to receive company-paid health, dental and vision benefits substantially
similar to those he was receiving immediately prior to the change of control (collectively, the "Health Care Benefits"), until
the earlier of twelve (12) months from the date of termination or the date upon which Employee becomes covered under another
employer's group health, dental and vision plan (the "Covered Period"); provided that if continued receipt of the Health Care
Benefits is not permitted by the applicable health care group plans, the Company will then reimburse Employee for the COBRA
premiums for the same such benefits for the Covered Period.


	Timing of Severance Payments.  The severance payment to which Employee is entitled shall be
paid by the Company to Employee in cash and in full, not later than thirty (30) calendar days after the date of the termination of
Employee's employment as provided in Section 3(a).  If the Employee should die before all amounts have been paid, such unpaid
amounts shall be paid in a lump-sum payment (less any withholding taxes) to the Employee's designated beneficiary, if living, or
otherwise to the personal representative of the Employee's estate.


	Voluntary Resignation; Termination for Cause.  If the Employee's employment with the Company
terminates (i) voluntarily by the Employee other than for Good Reason, or (ii) for Cause by the Company, then the Employee shall not
be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then
existing severance and benefits plans and practices or pursuant to other written agreements with the Company.


	Termination Apart from Change of Control.  In the event the Employee's employment is
terminated for any reason, either prior to the occurrence of a Change of Control or after the eighteen (18)-month period following a
Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established
under the Company's existing written severance and benefits plans and practices or pursuant to other written agreements with the
Company.


	Exclusive Remedy.  In the event of a termination of Employee's employment within eighteen (18)
months following a Change of Control, the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other
rights or remedies to which the Employee or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under
this Agreement.  The Employee shall be entitled to no benefits, compensation or other payments or rights upon termination of
employment following a Change in Control other than those benefits expressly set forth in this Section 3.
	Golden Parachute Excise Tax.  In the event that the severance and other benefits provided for in this Agreement or
otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise
tax imposed by Section 4999 of the Code, then the Employee's severance benefits under this Agreement shall be payable
either




	in full, or


	as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section
4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the
excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance
benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999
of the Code.  Unless the Company and the Employee otherwise agree in writing, any determination required under this Section shall be
made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be
conclusive and binding upon the Employee and the Company for all purposes.  For purposes of making the calculations required by this
Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Company and the
Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to
make a determination under this Section.  The Company shall bear all costs the Accountants may reasonably incur in connection with
any calculations contemplated by this Section.


	Definition of Terms.  The following terms referred to in this Agreement shall have the following
meanings:



	Cause.  "Cause" shall mean (i) an act of personal dishonesty taken by the
Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the
Employee, (ii) Employee being convicted of a felony, (iii) a willful act by the Employee which constitutes gross misconduct
and which is injurious to the Company,  (iv) following delivery to the Employee of a written demand for performance from the
Company which describes the basis for the Company's reasonable belief that the Employee has not substantially performed his duties,
continued violations by the Employee of the Employee's obligations to the Company which are demonstrably willful and deliberate on
the Employee's part.


	Change of Control.  "Change of Control" means the occurrence of any of the
following:



	Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then
outstanding voting securities; or


	The consummation of a merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%)
of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or


	The consummation of the sale, lease or other disposition by the Company of all or substantially all the
Company's assets.


	Good Reason.  "Good Reason" means without the Employee's express written
consent (i)  a material reduction of Employee's duties, authority or responsibilities, relative to the Employee's duties, authority or
responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, authority or
responsibilities; (ii) a reduction by the Company in the base compensation of the Employee as in effect immediately prior to such
reduction; or (iii) the relocation of the Employee to a facility or a location more than fifty (50) miles from such Employee's then present
location.


	Successors.



	The Company's Successors.  Any successor to the Company (whether direct or indirect and
whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets
shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same
manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all
purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this
Agreement by operation of law.


	The Employee's Successors.  The terms of this Agreement and all rights of the Employee
hereunder shall inure to the benefit of, and be enforceable by, the Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


	Notice.



	General. All notices and other communications required or permitted hereunder shall be in writing,
shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after
deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon
delivery, if delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by
facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to Employee, at his or
her last known residential address and (ii) if to the Company, at the address of its principal corporate offices (attention:
Secretary), or in any such case at such other address as a party may designate by ten (10) days' advance written notice to the
other party pursuant to the provisions above.


	Notice of Termination.  Any termination by the Company for Cause or by the Employee for Good
Reason or as a result of a voluntary resignation shall be communicated by a notice of termination to the other party hereto given in
accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied
upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the termination date (which shall be not more than thirty (30) days after the giving of such notice).  The
failure by the Employee to include in the notice any fact or circumstance which contributes to a showing of Good Reason shall not
waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his or her
rights hereunder.


	Miscellaneous Provisions.



	No Duty to Mitigate.  The Employee shall not be required to mitigate the amount of any payment
contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any
other source.


	Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company
(other than the Employee).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at
another time.
	Headings.  All captions and section headings used in this Agreement are for convenient reference only and do not form a
part of this Agreement.


	Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto and
supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether
expressed or implied) of the parties with respect to the subject matter hereof, including but not limited to the sentences in the fifth
paragraph of the July 13, 2004 Offer Letter, which start "If Centillium Communications, Inc. is i)" and end with "(2) the
vesting of your option grant mentioned above would be accelerated by one full year." and any documentation relating thereto.



	Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California.


	Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.


	Withholding.  All payments made pursuant to this Agreement will be subject to withholding of
applicable income and employment taxes.


	Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized
officer, as of the day and year set forth above.



		
	 	
       COMPANY 


       CENTILLIUM COMMUNICATIONS, INC.








			
	 	By: 
	
/s/ Faraj Aalaei





			
	 	 	
      

    
	 	Title: 
	
Chief Executive Officer

	 	 	
      

    






			
	 	By: 
	
/s/ J. Scott Kamsler





			
	 	 	
      

    
	 	Title: 
	
Chief Financial Officer