Addendum To Offer Letter, Dated June 12, 2002

Exhibit 10.50


June 12, 2002


Kenyon Mei 2978 Grapevine Terrace Fremont, CA 94539


Re: Addendum to Offer Letter


Dear Kenyon,


This letter acts as an addendum (the "Addendum") to the offer letter dated August 27, 2001 (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 June 30, 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 the 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.


In order to facilitate payment of the exercise price of the Options, upon your request you shall be permitted to issue to the Company as borrower a secured non-recourse promissory note (the "Secured Note") with a principal amount equal to the aggregate exercise price of any Options exercised by you plus the amount of any withholding taxes owed by you as a result of such exercise. The Secured Note shall include commercially reasonable terms and shall include the following additional terms: (i) the Secured Note shall be payable on the date the Company makes the "Initial Distribution" (as defined below) and shall be repaid in full from distributions you receive with respect to the Company Common Stock that you acquired pursuant to exercise of the Options (provided, however, that if the amount you receive in the Initial Distribution is less than the amount then outstanding under the Secured Note, then the excess amount due shall not be payable until such time as you receive proceeds from subsequent distributions equal to such excess amount, with the understanding that the excess amount will be due and payable from each such subsequent distribution, in an amount equal to the then excess due amount, or the amount of the distribution, whichever is greater, until the amounts are paid in full), (ii) the Secured Note shall bear interest at the applicable federal rate necessary to avoid imputed income to you, and (iii) the Secured Note shall be fully secured by 100% of the shares of Company Common Stock issued upon the exercise of the


Options related thereto and any distributions received with respect to such shares in connection with the Liquidation.


As of the Effective Date, you have earned $35,000 of your target performance bonus of $70,000. 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 stockho ...