Centillium Communications Inc Sample Contracts

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Co-Development Agreement Between Centillium Technology Corporation And Mitsubishi Electric Corporation
Development Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.4 CENTILLIUM TECHNOLOGY CORPORATION SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 18th, 2000 • Centillium Communications Inc • California
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • May 24th, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • New York
RECITALS
Control 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 INDUSTRIES
Cooperation 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, 2002
Preferred 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”).

UMC
Foundry Agreement • May 1st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
BY AND AMONG
Agreement and Plan of Reorganization • January 19th, 2001 • Centillium Communications Inc • Telephone & telegraph apparatus • California
CONFIDENTIAL
Wafer Supply Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus
CORPORATION AGREEMENT BETWEEN CENTILLIUM TECHNOLOGY CORPORATION AND Askey Computer Corporation
Corporation Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus • California
CENTILLIUM COMMUNICATIONS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change 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").

CONFIDENTIAL
Assembly 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.

AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change 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").

AGREEMENT
Agreement • March 31st, 2000 • Centillium Communications Inc • Telephone & telegraph apparatus
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").

ASSET PURCHASE AGREEMENT BY AND BETWEEN Ikanos Communications, Inc., as Acquirer AND Centillium Communications, Inc., as Company Dated as of January 15, 2008
Asset 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.

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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, 2008
Agreement 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 AGREEMENT
Change 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 AGREEMENT
Loan 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 AGREEMENT
Preferred 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 Agreement
Severance Agreement • June 8th, 2006 • Centillium Communications Inc • Telephone & telegraph apparatus
CENTILLIUM COMMUNICATIONS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change 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 LEASE
Net 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 AGREEMENT
Change 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 RESTATED
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.

VOTING AGREEMENT AND WAIVER
Voting 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 AGREEMENT
Indemnification 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"),

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