EXHIBIT 10.55
CENTILLIUM COMMUNICATIONS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL SEVERANCE
AGREEMENT
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").
RECITALS
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It is expected that the Company from
time to time will consider the possibility of an acquisition by
another company or other change of control. The Board of Directors
of the Company (the "Board") recognizes that such consideration can
be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has
determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as
defined herein) of the Company.
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The Board believes that it is in the
best interests of the Company and its stockholders to provide the
Employee with an incentive to continue his employment and to
motivate the Employee to maximize the value of the Company upon a
Change of Control for the benefit of its stockholders.
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The Board believes that it is
imperative to provide the Employee with certain severance benefits
upon the Employee's termination of employment following a Change of
Control. These benefits will provide the Employee with enhanced
financial security and incentive and encouragement to remain with
the Company notwithstanding the possibility of a Change of
Control.
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The Company had previously entered
into a Change of Control Agreement effective as of October 27, 2006
with the Employee (the "Original Agreement") and now wishes to
amend and restate the Original Agreement to address certain issues
associated with the Employee's appointment as Interim
CFO.
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Certain capitalized terms used in
the Agreement are defined in Section 5 below.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual covenants contained herein, the parties hereto agree
as follows:
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Term of Agreement
. This Agreement shall terminate
upon the date that all of the obligations of the parties hereto
with respect to this Agreement have been satisfied.
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At-Will Employment
. The Company and the Employee
acknowledge that the Employee's employment is and shall continue to
be at-will, as defined under applicable law, except as may
otherwise be specifically provided under the terms of any written
formal employment agreement between the Company and the Employee
(an "Employment Agreement"). If the Employee's employment
terminates for any reason, including (without limitation) any
termination prior to a Change of Control, the Employee shall not be
entitled to any payments, benefits, damages, awards or compensation
other than as provided by this Agreement or under his or her
Employment Agreement.
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Severance Benefits
.
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Involuntary Termination Other
than for Cause or Voluntary Termination for Good Reason Following a
Change of Control . If
within eighteen (18) months following a Change of Control (i) the
Employee terminates his or her employment with the Company (or any
parent or subsidiary of the Company) for "Good Reason" (as defined
herein) or (ii) the Company (or any parent or subsidiary of the
Company) terminates the Employee's employment for other than
"Cause" (as defined herein), and the Employee signs and does not
revoke a standard release of claims with the Company in a form
acceptable to the Company, then the Employee shall receive the
following severance from the Company:
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Severance Payment
. The Employee shall be entitled to
receive a lump-sum severance payment (less applicable withholding
taxes) equal to 100% of the Employee's annual base salary (as in
effect immediately prior to (A) the Change of Control, or (B) the
Employee's termination, whichever is greater).
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The vesting of the existing grant of
30,000 restricted stock units granted on December 1, 2006 shall
accelerate by six (6) months in addition to the vesting under the
initial vesting schedule.
(iii)
The vesting of any options, restricted stock or restricted stock
units (or other similar equity grant) granted after the date of
this Agreement shall accelerate by twelve (12) months in addition
to the vesting under the relevant initial vesting
schedule.
(iv)
Benefits . Employee shall be entitled to receive
company-paid health, dental and vision benefits substantially
similar to those she was receiving immediately prior to the change
of control (collectively, the "Health Care Benefits"), until the
earlier of twelve (12) months from the date of termination or the
date upon which Employee becomes 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 Employee for the COBRA premiums for the
same such benefits for the Covered Period.
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Timing of Severance
Payments . The severance
payment to which Employee is entitled shall be paid by the Company
to Employee in cash and in full, not later than thirty (30)
calendar days after the date of the termination of Employee's
employment as provided in Section 3(a). If the Employee should die
before all amounts have been paid, such unpaid amounts shall be
paid in a lump-sum payment (less any withholding taxes) to the
Employee's designated beneficiary, if living, or otherwise to the
personal representative of the Employee's estate.
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Voluntary Resignation;
Termination for Cause .
If the Employee's employment with the Company terminates (i)
voluntarily by the Employee other than for Good Reason, or (ii) for
Cause by the Company, then the Employee shall not be entitled to
receive severance or other benefits except for those (if any) as
may then be established under the Company's then existing severance
and benefits plans and practices or pursuant to other written
agreements with the Company.
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Termination Apart from Change of
Control . In the event
the Employee's employment is terminated for any reason, either
prior to the occurrence of a Change of Control or after the
eighteen (18)-month period following a Change of Control, then the
Employee shall be entitled to receive severance and any other
benefits only as may then be established under the Company's
existing written severance and benefits plans and practices or
pursuant to other written agreements with the Company.
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Exclusive Remedy
. In the event of a termination of
Employee's employment within eighteen (18) months following a
Change of Control, the provisions of this Section 3 are intended to
be and are exclusiv
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