0001107194-03-000004 Sample Contracts

CENTILLIUM COMMUNICATIONS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • February 18th, 2003 • Centillium Communications Inc • Telephone & telegraph apparatus • California

This Change of Control Severance Agreement (the "Agreement") is made and entered into by and between William Mackenzie (the "Employee") and Centillium Communications, Inc., a Delaware corporation (the "Company"), effective as of January 14, 2003 (the "Effective Date").

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AMENDMENT NO. 1 TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change 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").

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