August 3 2006 8K Exhibit 10.53




                                                Exhibit 10.53




 

July 31, 2006

 

 

 

Mr. Jitesh Vadhia

   1479 Poppy Way

   Cupertino, California 95014

 

 

Re: Notice of Termination & Severance Offer

 

Dear Jit:

This letter confirms that your employment with Centillium Communications, Inc. ("Centillium" or the "Company") terminated at close
of business on July 31, 2006 ("Termination Date"). 

In order to help you to move on to other opportunities and resolve any issues relating to your employment and termination,
Centillium is willing to make the following severance opportunity to you. In order to accept this opportunity, you must agree to and
accept the terms of section B. below, and they must become enforceable per paragraph C.3. below. If you accept these terms and they
become enforceable, the Severance Agreement section of this letter below (pp. 2-5) will become our "Severance Agreement."

In the meantime, if you have any questions, or wish to discuss any of this, please do not hesitate to talk to your manager or
me.

Sincerely yours,

 

Tony Webster

   Vice President, Human Resources

 

 

 

















Severance Agreement

A.Centillium Agrees:

Centillium agrees that, no later than five (5) business days after the Effective Date of this Severance Agreement (see
paragraph C.3., below), it shall provide you with:



(i) a lump sum payment in the gross amount of $135,000.00, less all applicable tax withholdings; 


(ii) medical, dental, and vision coverage under the Company's health care group plans ("Health Care Benefits") until the earlier of
January 31, 2007 or the date upon which you become 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 you for the COBRA premiums for the same such benefits for the Covered Period.




B.You Agree:

1.You agree and represent that:


a.You have received all wages earned, including accrued but not used PTO, through the Termination Date and you are
not entitled to any further amounts, benefits or compensation of any kind from Centillium except pursuant to this Severance
Agreement.

b.You understand that, even if you did not sign this Severance Agreement, you are bound by, and have continuing
obligations under, the Centillium Communications, Inc. Employment, Confidential Information and Invention Assignment Agreement
("CIIA") signed by you in connection with your employment with the Company.

c.You have returned to the Company all items of property paid for or provided by the Company for your use during
employment with the Company including, but not limited to, any laptops, computer and office equipment, software programs, cell
phones, pagers, access cards and keys, and credit and calling cards.

d.You have returned to the Company all documents (electronic and paper) created and received by you during your
employment with the Company, and you have not retained any such documents, except you may keep your personal copies of (i)
documents evidencing your hire, compensation, benefits, stock options and termination (including this letter); (ii) any materials
distributed generally to stockholders of the Company, and (iii) your copy of the CIIA.

e.You have submitted a final request for reimbursement of reasonable and necessary business, travel and
entertainment expenses incurred by you in the course and scope of your employment with the Company and after payment of those
expenses, you do not have any other expenses incurred but not yet paid for which you might have been entitled to reimbursement.

f.You have transitioned to your manager all information and documents concerning your work and pending work for
the Company.


g.You understand that you must exercise your option
shares, if any, that were vested as of the Termination Date before expiration of the post-termination exercise period specified in your
stock option agreement(s), and that it is your responsibility to timely and properly exercise those options or they will terminate and
cannot be reinstated.





2.You waive and release and promise never to assert any claims or causes of action,
whether or not now known, against Centillium or its predecessors, successors, subsidiaries, officers, directors, agents, employees and
assigns, with respect to any act, event or omission prior to the Effective Date of this Severance Agreement (per paragraph C.3, below),
including but not limited to, any matter arising out of or connected with your hire or employment with Centillium or the termination of that
employment, including without limitation, claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach
of the covenant of good faith and fair dealing, any claims of discrimination or harassment based on sex, age, race, national origin,
disability or on any other basis, under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing
Act, the California Labor Code, the Age Discrimination in Employment Act of 1967, as amended, and all other laws and regulations
relating to employment, except any claims you may have for any benefit entitlements vested as of the Termination Date,
pursuant to written terms of any the Company employee benefit plans.

You also expressly waive and release any and all rights and benefits conferred upon you under Section 1542 of the Civil Code
of the State of California which reads as follows:

A general release does not extend to claims which the creditor (i.e., you) does not know or suspect to exist in his favor at
the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor (i.e., the
Company).

You agree and understand that if, hereafter, you discover facts different from or in addition to those which you now know or believe
to be true, that the waivers of this paragraph B.2. shall be and remain effective in all respects notwithstanding such different or
additional facts or the discovery thereof.

3.You agree that you will not make any negative or disparaging statements or comments, either as fact or as opinion,
about Centillium or its successor, including but not limited to its employees, officers, directors, products or services, operations,
performance and other similar information concerning Centillium.

 

 

C.Centillium and You Agree:

1.Nothing contained in this Severance Agreement shall constitute or be treated as an admission by you or by
Centillium, or any current or former employee of Centillium, of liability or any wrongdoing or of any violation of law.

2.In the event that either you or the Company sues to enforce any term or condition of this letter agreement, the prevailing
party in such legal action shall be entitled to recover attorneys' fees and costs reasonably incurred.

3.You may have twenty-one (21) days after you received this letter within which to review and consider, to discuss with an
attorney of your own choosing, and to decide whether or not to sign this Severance Agreement. In addition, for the period of seven (7)
days after the date you sign this Severance Agreement, you may revoke it. If you wish to revoke this Severance Agreement, you must
deliver written notice of your revocation, no later than the seventh day after you signed this Severance Agreement, to:


Human Resources

   Centillium Communications, Inc.

   215 Fourier Avenue

   Fremont, CA 94539

   Attention: Tony Webster

   Facsimile: 510-771-3951









The Effective Date of this Severance Agreement will be the eighth day after you have signed it, provided that you have not
revoked it and you have delivered it to Centillium. 

4.Except for any benefit entitlements vested as of the Termination Date, pursuant to written terms of
any the Company employee benefit plans, and any promissory note or other debt obligations you owe the Company, this Severance
Agreement renders null and void any and all prior agreements, written or otherwise, between you and Centillium. This letter shall
constitute the full and complete agreement between you and Centillium regarding the subject matters covered, and cannot be changed
except by a subsequent written agreement signed by you and a duly authorized officer of Centillium.

If you accept the terms of the Severance Agreement section of this letter, please indicate your agreement and acceptance by
signing below on the enclosed copy of this letter and returning that signed copy to me at Human Resources, Centillium
Communications, Inc., 215 Fourier Avenue, Fremont, CA 94539 (or Fax 510-771-3951).

Sincerely,

 

 

 

Tony Webster

   Vice President, Human Resources

 

Acceptance:


I acknowledge that: (a) I have read and understand this Severance Agreement; (b) I have been advised to and have had an
opportunity to consult with an attorney of my own choosing regarding this Severance Agreement; and (c) I sign this Severance
Agreement, knowingly and voluntarily and without duress, with full appreciation that I am giving up important rights and at no time in the
future may I pursue any of the rights I have waived and released herein. 


 

 

Dated: __________________  ____________________________________

                         
                    [Employee]