Charter for the Nominating and Corporate Governance Committee of the Board of Directors of Ikanos Communications, Inc.

(Effective as of August 3, 2004)

 

PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to ensure that the Board of Directors (the "Board") of Ikanos Communications, Inc. (the "Company") is properly constituted to meet its fiduciary obligations to stockholders and the Company and that the Company has and follows appropriate corporate governance standards. To carry out this purpose, the Committee shall:

COMMITTEE MEMBERSHIP AND ORGANIZATION

COMMITTEE RESPONSIBILITIES AND AUTHORITY

Corporate Governance Generally

Composition of the Board, Evaluation and Nominating Activities

Committees of the Board

Conflicts of Interest

MEETINGS

The Committee will meet at least once each year and may establish its own schedule, which it will provide to the Board in advance.

MINUTES

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

REPORTS

Consistent with the Committee's charter, the Committee shall report to the Board regarding its recommendations for director nominees for the next annual meeting of stockholders and regarding its examinations and recommendations with respect to corporate governance.

COMPENSATION

Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers and per meeting fees. Fees may be paid in such form of consideration as is determined by the Board. Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.