Addendum To Offer Letter, Dated June 12,2002

EXHIBIT 10.53 June 12, 2002 Jow H. Peng 44477 Parkmeadow Drive Fremont, CA 94539 Re: Addendum to Offer Letter Dear Jow, This letter acts as an addendum (the " Addendum") to the offer letter dated August 18, 1997 (the " Offer Letter") between you and Integrated Telecom Express, Inc. (the " Company"). This Addendum amends the Offer Letter and supersedes all provisions related to severance and target bonus payments, effective September 6, 2002 (the " Effective Date"). All other provisions of the Offer Letter shall remain in full force and effect. In consideration for your continued employment with the Company and to assist in its liquidation process (the " Liquidation"), you shall be entitled to the following: Upon the date that shareholders approve the Liquidation of the Company, your outstanding options to purchase common stock of the Company (the " Options") shall immediately vest and become exercisable as to 100% of the shares subject to such Options. Thereafter, the Options shall continue to be bound by and subject to the option plan and option agreements under which they were granted. As of the Effective Date, you have earned $25,000 of your target performance bonus of $50,000. The Company shall pay you such earned bonus, less applicable withholding, on the first regular payroll date following the Effective Date. Following the Effective Date, upon completion of each applicable Liquidation Task (as defined below) prior to your termination of employment, the Company shall, on the first regular payroll date following the completion of such Liquidation Task, pay you a portion of the remaining target performance bonus in a lump-sum payment equal to the amount described below. A " Liquidation Task" shall mean one of the following tasks, each of which the Company believes is critical to the consummation of the Liquidation (collectively, the " Liquidation Tasks"): (i) Mailing of Proxy . On the date the Company mails to its stockholders the proxy statement for the special meeting of stockholders at which the Company's stockholders will consider a proposal to approve the Liquidation, the Company shall pay $2,500, less applicable withholding taxes (with payment due on the first regular payroll date following the completion of this Liquidation Task). (ii) Filing of Certificate of Dissolution . On the date the Company files the certificate of dissolution following the date the Company's stockholders approve the Liquidation, the Company shall pay you $2,500, less applicable withholding taxes (with payment due on the first regular payroll date following the completion of this Liquidation Task). (iii) Completion of Plan for Liquidation . On the date of completion of a plan outlining in reasonable detail the essential elements and tasks intended to establish that the Company and the Board have acted in due care in consummating the Liquidation, the Company shall pay you $6,250, less applicable withholding (with payment due on the first regular payroll date following the completion of this Liquidation Task). (iv) Resolution of Leaseholds . On the date the Company reac ...