EXHIBIT 10.30

December 13, 2001

Mr. Todd DeBonis
3 Porto Marino Lane
San Carlos, CA 94070

Dear Todd:

On behalf of Centillium Communications, Inc., (the "Company"), I am pleased
to offer you the position of Vice President Worldwide Sales. You will be
reporting directly to me.

Your salary structure will be comprised of the following components: 1) Base
salary of $180,000 (One hundred eighty thousand dollars) annually
and will be payable in accordance with the Company's standard payroll policies
(subject to normal required withholding); and 2) Commission for the first six
month's of your employment will be guaranteed at the 50% level. After that, the
commission structure will break out as follows, based on the achievement of the
annual corporate revenue plan. Overall revenue quota will be assigned annually
and adjusted periodically, based on business necessity, by the CEO.



|Annual Revenue Quota Percentage Achieved | Annual Commission as a Percentage of Base Salary
|---------------------------------------- | ------------------------------------------------
|<85%                                     | Zero                                            
|>85% and <100%                           | 25%                                             
|>=100% up to 200%                        | 50% linear up to 100%                           



You will accrue 3.69 hours vacation / personal time per pay period, totaling
twelve days paid vacation annually. Your salary will be paid on a bi-weekly
basis. All company benefits begin on the 1st day of the month
following your start date.

It will be recommended to the Centillium Communications, Inc. Board of
Directors that you be eligible to participate in the Centillium Communications,
Inc. Stock Option Program. Subject to this approval, you will be granted
225,000 shares (Two hundred twenty-five thousand) in three separate
grants (175,000; 25,000; 25,000).

- The first option is to purchase 175,000 (One hundred seventy-five thousand)
shares (standard four year vest) of the Company's Common Stock at an exercise
price equal to the fair market value at the close of the NASDAQ market on the
date you begin employment with the Company.
- The other two option grants will be in the amounts of 25,000 each (Fifty
thousand) with a five-year cliff vest. They will be based on obtaining a minimum
revenue stream of $500,000 per customer (after design wins), from two major OEM
accounts, within the first twelve months of the agreed upon plan. The
expectations of achieving these two grants will be outlined, agreed upon, and
documented within your first thirty days. These two option grants, only,
will be accelerated once revenue is booked and collected from these two
accounts, either concurrently or separately.

Todd DeBonis

Page Two





If Centillium Communications, Inc. is acquired, merged, or a significant
change of control occurs which impacts your job responsibilities in one of the
following ways: a) your job is eliminated or if you are asked to leave the
organization; b) your job responsibilities are significantly reduced, changed or
altered; or c) you are forced to move to an unacceptable location, you and the
Company agree that your first grant of 175,000 stock options would be
accelerated by one full year. If you are with the organization less than one
year, and have not had the opportunity to full fill your obligation outlined in
paragraph four, second bullet point, then the other two stock option grants
(totaling 50,000 stock options) would accelerate completely.

If your employment should end at the request of the CEO (and not based on
cause), prior to one year of employment, Centillium Communications agrees that
your first grant of 175,000 stock options would be accelerated by one full
year.

Your offer is contingent upon your agreement that you will not, during and
after your employment with Centillium Communications, Inc., improperly use or
disclose proprietary information or trade secrets of any former or concurrent
employer or other person or entity, and that you will not bring onto the
premises of Centillium Communications, Inc., any unpublished document or
proprietary information belonging to any such employer, person, or entity,
unless consented to in writing by such employer, person, or entity.

Your acceptance of this offer represents the sole agreement between you and
Centillium Communications, Inc., no prior promises, representations or
understandings relative to any terms or conditions of your employment are to be
considered as part of this agreement unless expressed in writing in this letter.
Centillium Communications is an "at-will" employer, which means that this
employment relationship may be terminated at any time, with or without good
cause or for any or no cause, at the option either of the Company or employee,
with or without notice.

This offer is valid until 12:00 pm on December 18, 2001. Please indicate your
acceptance and start date by signing and returning this letter. For your
convenience, you may fax a signed copy to the following confidential fax number:
510-771-3697.

Sincerely,





Faraj Aalaei

Chief Executive Officer



The foregoing terms and conditions are hereby
accepted:

Start Date: _____________________

Signed:________________________

Todd DeBonis

Date: ____________________________

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