This Business Park Net Lease ("Lease") is entered into by and between "Landlord" and "Tenant" (defined below and collectively the "Parties") and dated for reference purposes only as of August 28, 2000. ---------Lease Agreement • March 19th, 2001 • Centillium Communications Inc • Telephone & telegraph apparatus
Co-Development Agreement Between Centillium Technology Corporation And Mitsubishi Electric CorporationDevelopment Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.4 CENTILLIUM TECHNOLOGY CORPORATION SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 18th, 2000 • Centillium Communications Inc • California
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 24th, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • New York
RECITALSControl Severance Agreement • November 5th, 2004 • Centillium Communications Inc • Telephone & telegraph apparatus • California
WITNESSETH:General Security Agreement • May 1st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
COOPERATION AGREEMENT BETWEEN CENTILLIUM TECHNOLOGY CORPORATION AND SUMITOMO ELECTRIC INDUSTRIESCooperation Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
CENTILLIUM COMMUNICATIONS, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of December 30, 2002Preferred Stock Rights Agreement • December 31st, 2002 • Centillium Communications Inc • Telephone & telegraph apparatus • New York
This Preferred Stock Rights Agreement is dated as of December 30, 2002 (this “Agreement”), between Centillium Communications, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
EXHIBIT 10.1 CENTILLIUM COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this __day of ________,2000 by and between Centillium Communications, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • May 1st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
UMCFoundry Agreement • May 1st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
BY AND AMONGAgreement and Plan of Reorganization • January 19th, 2001 • Centillium Communications Inc • Telephone & telegraph apparatus • California
CONFIDENTIALWafer Supply Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus
CORPORATION AGREEMENT BETWEEN CENTILLIUM TECHNOLOGY CORPORATION AND Askey Computer CorporationCorporation Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
CENTILLIUM COMMUNICATIONS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 10th, 2007 • Centillium Communications Inc • Telephone & telegraph apparatus • California
This Amended and Restated Change of Control Severance Agreement (the "Agreement") is made and entered into by and between Linda Reddick (the "Employee") and Centillium Communications, Inc., a Delaware corporation (the "Company"), effective as of February 16, 2007 (the "Effective Date").
EXHIBIT 10.17 AGREEMENT AND MUTUAL RELEASE ---------------------------- This Agreement and Mutual Release ("Agreement") is made by and between Centillium Communications, Inc. (formerly Centillium Technology Corporation) (the "Company"), and Albert...Agreement and Mutual • February 18th, 2000 • Centillium Communications Inc • California
CONFIDENTIALAssembly and Test Services Agreement • May 1st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus
May 9, 2005 Tony Shakib Re: Employment Transition and Separation Agreement Dear Tony:Centillium Communications Inc • May 16th, 2005 • Telephone & telegraph apparatus
This letter sets forth the terms of the employment transition and separation agreement Centillium Communications, Inc. (“Centillium” or the “Company”) is offering to you to assist in your employment transition with the Company (this letter referred to as the “Agreement”). This letter also informs you that for business reasons, your position as Vice President and General Manager, Access & Networking Business Unit has been eliminated, effective immediately, and that you no longer serve in that position. You may accept the offer in this letter by signing and returning this Agreement to the Company as provided below.
A. Tenant's Address for Notices: 47211 Lakeview Blvd., Fremont, CA 94538 B. Tenant's Representative: William F. Mackenzie, Vice President Business Phone Number: 510-360-5060 Home Phone Number: 925 461 0541 Home Address: 3656 Kamp Drive, Pleasanton, CA...Lease • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 24th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus
This AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT (the "Amendment") is dated as of October 23, 2008, between Centillium Communications, Inc. (the "Company"), and Faraj Aalaei (the "Executive").
AGREEMENTAgreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus
AMENDMENT NO. 1 TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • February 18th, 2003 • Centillium Communications Inc • Telephone & telegraph apparatus • California
This Amendment No. 1 (this "Amendment") to the Change of Control Severance Agreement (the "Agreement") entered into as of December 14, 2001, between Faraj Aalaei (the "Employee") and Centillium Communications, Inc., a Delaware Corporation (the "Company"), is entered into effective as of November 19, 2002 (the "Effective Date").
ASSET PURCHASE AGREEMENT BY AND BETWEEN Ikanos Communications, Inc., as Acquirer AND Centillium Communications, Inc., as Company Dated as of January 15, 2008Asset Purchase Agreement • January 18th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of January 15, 2008, by and between Ikanos Communications, Inc., a Delaware corporation ("Acquirer") and Centillium Communications, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
AGREEMENT AND PLAN OF MERGER by and among TRANSWITCH CORPORATION SONNET ACQUISITION CORPORATION HAIKU ACQUISITION CORPORATION and CENTILLIUM COMMUNICATIONS, INC. Dated as of July 9, 2008Agreement and Plan of Merger • July 10th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of July 9, 2008, by and among TranSwitch Corporation, a Delaware corporation ("Parent"), Sonnet Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), Haiku Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub 2"), and Centillium Communications, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
CENTILLIUM COMMUNICATIONS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 5th, 2004 • Centillium Communications Inc • Telephone & telegraph apparatus • California
This 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 23, 2004 (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2007 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of the Effective Date between SILICON VALLEY BANK, a California corporation ("Bank"), and CENTILLIUM COMMUNICATIONS, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • July 10th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus • New York
THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this "Amendment"), is dated as of July 9, 2008 (the "Amendment Date"), between Centillium Communications, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent").
CENTILLIUM COMMUNICATIONS, INC.Stock Option Agreement • November 30th, 2004 • Centillium Communications Inc • Telephone & telegraph apparatus • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
Severance AgreementSeverance Agreement • June 8th, 2006 • Centillium Communications Inc • Telephone & telegraph apparatus
EXHIBIT 10.14 Addendum to Co-Development Agreement ------------------------------------ This Addendum to the Co-Development Agreement (the "Addendum Agreement") is dated and effective as of June 21, 1999 and is by and between Mitsubishi Electric...Centillium Communications Inc • March 31st, 2000 • Telephone & telegraph apparatus
CENTILLIUM COMMUNICATIONS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 11th, 2005 • Centillium Communications Inc • Telephone & telegraph apparatus • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Armando Pereira (the “Employee”) and Centillium Communications, Inc., a Delaware corporation (the “Company”), effective as of March 10, 2005 (the “Effective Date”).
BUSINESS PARK NET LEASENet Lease • March 5th, 2004 • Centillium Communications Inc • Telephone & telegraph apparatus • Bedford
This Business Park Net Lease (“Lease”) is entered into by and between “Landlord” and “Tenant” (defined below and collectively the “Parties”) and dated for reference purposes only as of December 23, 2003.
AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 24th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus
This AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT (the "Amendment") is dated as of October 23, 2008, between Centillium Communications, Inc. (the "Company"), and Linda C. Reddick (the "Executive").
CENTILLIUM COMMUNICATIONS, INC. AMENDED AND RESTATEDStock Option Agreement • November 30th, 2004 • Centillium Communications Inc • Telephone & telegraph apparatus • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
VOTING AGREEMENT AND WAIVERVoting Agreement and Waiver • July 10th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
THIS VOTING AGREEMENT AND WAIVER (this "Agreement"), dated as of July 9, 2008, is made by and among TranSwitch Corporation, a Delaware corporation (the "Parent"), and the undersigned holder (the "Holder") of certain shares of Company Capital Stock of Centillium Communications, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2006 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
This Indemnification Agreement (this "Agreement"), dated as of October ___, 2006, between Centillium Communications, Inc., a Delaware corporation (the "Corporation"), and _____________ ("Indemnitee"),
