OFFER LETTER WITH JOHN QUIGLEY

LETTER OF AGREEMENT WITH MICHAEL GULETT

SEPARATION AND RELEASE AGREEMENT WITH MICHAEL GULETT

 

EX-10.9 5 dex109.htm OFFER LETTER WITH JOHN QUIGLEY

Exhibit 10.9

August 3, 2010

Mr. John Quigley

[address]

Dear John,

I am pleased to extend an offer to you to become Chief Executive Officer of Ikanos Communications Inc. (the “Company” or “Ikanos”) under the terms and conditions that follow:

 

6

Position and Duties:

You are being offered the position of Chief Executive Officer reporting to the Board of Directors. You will perform the duties and responsibilities typically expected of a Chief Executive Officer as well as such additional duties and responsibilities as the Board of Directors assigns to you from time to time.

You will continue to be employed by Ikanos, working in our Fremont, CA, office, as a regular full-time, salaried, exempt employee, which does not qualify you for overtime pay.

 

7

Compensation and Benefits:

Effective upon your election as Chief Executive Officer, the Company will provide you with the following pay and benefits as compensation for all services you performed for the Company and its Affiliates:

.1 Base Salary.    Your starting bi-weekly salary will be $13,461.54, equivalent to an annualized amount of $350,000.00, which will be payable according to the regular payroll practices of the Company. Future salary adjustments will be determined by the Company in its sole discretion.

.2 Executive Bonus Plan.    You will also be eligible to participate in the approved 2010 Executive Bonus Plan at a target bonus potential of 75% of your base salary. MBO’s for the remainder of the fiscal year will be established between you and your manager after your election. Any payments under the Bonus Plan will be made no later than 2 1/2 months following the end of the year in which such bonus is earned.

.3 Participation in Employee Benefit Plans.    You will continue to be eligible to participate in all of the employee benefit plans that the Company customarily maintains from time to time for its full-time employees of similar positions and responsibilities, except to the extent that such plans are duplicative of benefits otherwise provided to you pursuant to this letter. Your participation will be subject to the terms of the applicable plan documents and generally other applicable Company policies.

.4 Equity Awards.    An important component of our compensation package includes the opportunity for ownership in our Company. In addition to any options currently held by you, the Board of Directors has approved that the Company grant you 150,000 options to purchase the Company’s common stock. The per-share exercise price of the options will equal the closing market price of the Company’s common stock on the day the option is granted. These stock options will vest over a four year period.

 

8

Change in Control:

In the event the Company undergoes a Change of Control1, and if within twelve (12) months of that Change of Control the Company or its successor-in-interest terminates your employment without Cause2, or if you terminate your employment for Good Reason3, then subject to your execution and nonrevocation of a general release of claims (as described below), you shall be entitled to (i) a lump sum cash severance payment equal to six (6) months of your base salary and 50% of your annual bonus target payable sixty (60) days following your termination of employment; (ii) reimbursement of up to six (6) months of the cost of COBRA health benefits (which will terminate upon your acceptance of subsequent employment with a company where health benefits are offered); and (iii) acceleration of 50% of your unvested stock position at the time your employment is terminated (collectively referred to as the (Severance Benefits”).


As a condition of receipt of the Severance Benefits provided above you must deliver to the Company an executed copy of a general release and waiver of claims against the Company, and its affiliates, directors, officers and employees (the “Release”) in the form provided by the Company. The executed Release must be delivered by you to the Company prior to the end of the consideration period stated in the Release, which consideration period will end not later than fifty (50) days following your termination of employment. If you fail to deliver the Release within the consideration period stated in the Release or you exercise any right provided to you in the Release to revoke the Release, you will not be eligible to receive the Severance Benefits.

Section 409A:

Notwithstanding any provision hereof to the contrary, if, as of the date of your “separation from service” from the Company, you are a “specified employee” (each, for purposes of this letter agreement, within the meaning of Section 409A of the Internal Revenue Code of 1986 and the guidance issued thereunder (“Section 409A”)), then the severance payments that would otherwise be paid within the six-month period following your “separation from service” shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the date of your death), with any such amount that is required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service; provided, however, that the preceding provisions of this sentence shall not apply to any payment if and to the maximum extent that such payment is excluded from the definition of nonqualified deferred compensation subject to Section 409A, or can otherwise be paid during such six-month period without violating the requirements of Section 409A(a)(2) under applicable guidance under Section 409A. Such payment shall bear interest at an annual rate equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination, from the date of termination to the date of payment.

Your date of termination for purposes of determining the date that any payment that is treated as nonqualified deferred compensation under Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), shall be the date on which you have incurred a “separation from service” within the meaning of applicable guidance under Section 409A.

 

9

At-Will Employment:

This letter and your response are not meant to constitute a contract of employment for a specific term. Your employment with Ikanos is “at-will,” which means that if you accept this offer, both you and the Company will retain the right to terminate your employment at any time, with or without prior notice or cause. We do ask that you give a minimum of two (2) weeks written notice if you decide to resign.

 

10

Miscellaneous Provisions:

This letter and the Ikanos Employee Confidential Information and Invention Assignment Agreement previously executed by you set forth all of the terms of your employment with Ikanos and no prior and contemporaneous communication, agreements and understandings, whether written or oral shall apply, with respect to the terms and conditions of your employment and the additional matters provided for herein. You agree that there were no promises or commitments made to you regarding your employment with Ikanos except as set forth in this letter or in the Employee Confidential Information and Invention Assignment Agreement.

The provisions contained herein shall be construed and interpreted in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof. Each such provision is severable from the others, and if any provision hereof shall be declared illegal or unenforceable by a court of competent jurisdiction, the remainder shall continue to be enforceable to the fullest extent permitted by law, as if such offending provision had not been a part of this offer letter.

This offer is contingent upon your executing this letter.

Please sign this letter in the space provided below and return to Jim Murphy, Vice President Worldwide Human Resources.

We look forward to working with you as Chief Executive Officer of Ikanos.

Very sincerely yours,


Ikanos Communications, Inc.

Dado Banatao

Chairman

Acceptance:

I,                                                                               , have read and accept the terms of this offer of employment with Ikanos Communications Inc. and I agree to the terms set forth above and in the Employee Confidential Information and Invention Assignment Agreement.

 

  

 

 

  

Signature

 

 

Date

 

 

1 A “Change of Control” means either: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds will not constitute a Change of Control hereunder); or (ii) a sale of all or substantially all of the assets of the Company.

2 Cause”, as used herein means (i) your failure to perform assigned duties or responsibilities after notice from the Company describing your failure to perform such duties and responsibilities; (ii) your engaging in any act of dishonesty, fraud or misrepresentation; (iii) your violation of any federal or state law or regulation applicable to the Company’s business; (iv) your breach of any confidentiality agreement or invention assignment agreement between you and the Company; or (v) being convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude.

3 Good Reason,” means any of the following that occurs in connection with a Change of Control and without your express written consent: (i) a reduction of your duties, position or responsibilities; (ii) a reduction by the Company in your base salary, as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction, with the result that your overall benefits package is significantly reduced; or (iv) your relocation to a facility or a location more than 50 miles from your then present office location.

 

 

EX-10.1 2 dex101.htm LETTER OF AGREEMENT WITH MICHAEL GULETT DATED AS OF JULY 27, 2008

Exhibit 10.1

July 27, 2008

Michael Gulett

47669 Fremont Blvd.

Fremont, CA. 94538

Dear Mike,

I am very pleased to offer you a position with Ikanos Communications, Inc (the “Company”) as President and Chief Executive Officer, reporting to the Board of Directors of the Company (the “Board”). You will have responsibility for the management and direction of the Company. In addition, you will remain a member of the Board. Your start date would be July 23, 2008.

We are pleased to offer you an annual base salary of $400,000, which will be paid in accordance with the Company’s normal payroll procedures. We are also pleased to offer you a comprehensive package of employee benefits generally offered to employees and executives including health benefits. Company executives do not have a fixed number of vacation or sick days. You are entitled to take time away from the office on the honor system, but it’s expected that your absence would not materially interfere with your service to the Company. No one will keep track of the time you spend outside of the office. In addition, the Company observes eight scheduled holidays and two floating holidays per year. You should note that the Company may modify salaries and benefits from time to time, as it deems necessary.

Assuming you are employed at the Company through January 1, 2009, you will be eligible to earn an on-target annual bonus, currently set in the amount of 100% of your base salary for fiscal year 2008 based on both the Company’s achievement of specified financial targets for 2008 established by the Compensation Committee of the Board (the “Compensation Committee”) and your achievement of specific objectives and milestones for such year to be mutually agreed upon and set by you and the Compensation Committee. Your bonus for 2008 will be pro-rated for the portion of the year you serve in the capacity as the Company’s Chief Executive Officer and will be determined by the Compensation Committee based upon objectives to be agreed upon you and the Compensation Committee. For fiscal years thereafter, the annual target bonus amounts shall be determined by the Compensation Committee and payment of such bonus shall be based on both the Company’s achievement of specified financial targets for such fiscal year and your achievement of specific objectives and milestones for such fiscal year mutually agreed upon and set by you and the Compensation Committee.

An important component of our compensation package includes the opportunity for ownership in our Company. After you commence employment and upon approval by the Compensation Committee, the Company will grant you an option to purchase 500,000 shares of the Company’s common stock. The price of the shares will equal the closing market price of the Company common stock on the day the option is granted. The option will commence vesting on your date of hire and will vest over four (4) years with 1/48th of the shares subject to such option vesting monthly from your start date, subject to your continued service with the Company through each such date. The option may be granted from one of the Company’s stock option plans (the “Stock Option Plans”) or pursuant to a stand-alone stock option agreement, or a combination of both, as determined by the Compensation Committee. As a result, the option will be subject to the terms, definitions and provisions of the Stock Option Plan under which it is granted, if any, and the stock option agreement by and between the Company and you (the “Option Agreement”), both of which documents are incorporated herein by reference; provided, however, that the terms and provisions of the Option Agreement shall be substantially the same as if the portion of the option represented by such Option Agreement had been granted under the Stock Option Plan.

Starting in fiscal year 2008, you will also be eligible to participate in the Ikanos Employee Equity Program whereby employees are eligible for additional Company equity, as determined by the Compensation Committee.

In the event the Company terminates your employment with the Company without Cause, you will be entitled to receive (i) continuing payments of severance pay equal to twelve (12) months of your then current base salary on the date of termination, payable in accordance with the Company’s normal payroll procedures and subject to the usual, required withholding; (ii) one hundred percent (100%) of your target bonus for the year in which the termination occurs, to be paid in equal installments over the twelve (12)-month period from the date of such termination on the same dates and pursuant to the Company’s same payroll policies that payments under clause (i) are made; (iii) accelerated vesting of all outstanding and unvested equity awards with respect to that portion of the award that would have vested during the one (1)-year period following your date of termination if you had remained employed with the Company through such period; and (iv) provided (A) you constitute a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) you elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA, the Company will reimburse your COBRA premiums for your continued health (i.e., medical, dental and vision) coverage until the earlier of (x) twelve (12) months, or (y) until you obtain substantially similar coverage under another employer’s group insurance plan.


If within twelve (12) months following a Change of Control (A) you resign from your employment with the Company for Good Reason, or (B) the Company terminates your employment without Cause, then you will be entitled to receive the following severance in lieu of the severance set forth in the foregoing paragraph: (i) continuing payments of severance pay equal to twelve (12) months of your then current base salary on the date of termination (or, if greater, as in effect immediately prior to the Change of Control), payable in accordance with the Company’s normal payroll procedures and subject to the usual, required withholding; (ii) one hundred percent (100%) of your target bonus for the year in which the termination occurs (or, if greater, your target bonus as in effect immediately prior to the Change of Control), to be paid in equal installments over the twelve (12)-month period from the date of such termination, payable in accordance with the Company’s normal payroll procedures and subject to the usual, required withholding; (iii) accelerated vesting of all outstanding and unvested equity awards as to 50% of the then unvested portion of any such award; and (iv) provided (A) you constitute a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code, and (B) you elect continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA, the Company will reimburse your COBRA premiums for your continued health (i.e., medical, dental and vision) coverage until the earlier of (x) twelve (12) months, or (y) until you obtain substantially similar coverage under another employer’s group insurance plan.

Notwithstanding the foregoing, you will only be entitled to the severance payments and benefits set forth above if you enter into (and do not revoke) a release of any and all claims against the Company, in a form reasonably acceptable to the Company, that becomes effective within ninety (90) days of your termination of employment. In the event the termination occurs at a time during the calendar year where it would be possible for the release of claims to become effective in the calendar year following the calendar year in which your termination occurs, then any severance that would be considered Deferred Compensation Separation Benefits (as defined in the next paragraph) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by the payment schedule applicable to each payment or benefit or the next paragraph.

Notwithstanding anything to the contrary in this offer letter, if you are a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination (other than due to death), and the severance payable to you, if any, pursuant to this offer letter, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are payable within the first six (6) months following your termination of employment, they will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of your termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

Notwithstanding anything herein to the contrary, if you die following termination but prior to the six (6) month anniversary of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this offer letter is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any amount paid under this offer letter that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of this paragraph. In addition, amounts paid under this offer letter that qualify as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of this paragraph. This provision is intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

The Company and you agree to work together in good faith to consider amendments to this offer letter and take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A.

Definition of Terms:

Cause” means: (i) your failure to perform your assigned duties or responsibilities after written notice thereof from the Company describing your failure to perform such duties or responsibilities and your inability to correct such failure within thirty (30) days after such written notice; (ii) your engaging in any act of dishonesty, fraud or misrepresentation; (iii) your intentional violation of any federal or state law or regulation directly applicable to the Company’s business; (iv) your breach of any confidentiality agreement or invention assignment agreement between you and the Company; or (v) your being convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude.

Change of Control” means either: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds will not constitute a Change of Control hereunder); or (ii) a sale of all or substantially all of the assets of the Company.

Good Reason” means any of the following that occurs on or following a Change of Control and without your express written consent: (i) a material reduction of your duties, position or responsibilities; (ii) a material reduction by the Company in your base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced; or (iv) a material change


in the geographic location at which you must perform services (in other words, your relocation to a facility or a location more than fifty (50) miles from your then present location). Provided, however, that before you may terminate your employment for Good Reason, (A) you must provide written notice to the Company, within ninety (90) days of the initial existence of the Good Reason condition, setting forth the reasons for your intention to terminate your employment for Good Reason and (B) the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.

Section 409A Limit” means the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during the Company’s taxable year preceding the Company’s taxable year of your termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which your employment is terminated.

You should be aware, and acknowledge and agree, that your employment with the Company is for no specified period of time and constitutes at will employment. As a result, you are free to resign at any time, for any reason, or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. Your continued employment with the Company is contingent upon the successful completion of a background check. Upon completion of this, Human Resources will confirm your employment status with the Company.

You will be eligible for a performance and salary review in accordance to the Company’s policy on performance management and compensation planning.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

As a Company employee, you will be expected to comply with and be bound by the operating policies, procedures, practices and rules and regulations of the Company. You will be expected to sign and comply with an Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information. You will also be expected to sign and comply with our Company Code of Ethics and our Insider Trading Policy.

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. This letter, along with the agreement relating to the proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Chairman of the Board or the Chairman of the Compensation Committee and by you.

Mike, Ikanos Communications is an exciting endeavor. We are delivering on a strategy in the market that will cement our competitive position, and you and your contributions will be an important component of our success. We look forward to working with you at Ikanos Communications.

Please call me with any questions that you may have about this offer.

On Behalf of the Board of Directors,

 

Sincerely,

/s/ Elizabeth Fetter

Elizabeth Fetter

Chairman of the Compensation Committee of the Board of Directors


Accepted and agreed to:

July 28, 2008

 

Date

/s/ Michael Gulett

Employee Signature

 

Enclosures:

Employment, Confidential Information, Invention Assignment and Arbitration Agreement

Company Code of Ethics

Insider Trading Policy

Duplicate Original Offer Letter

 

 EX-10.6 2 dex106.htm SEPARATION AND RELEASE AGREEMENT WITH MICHAEL GULETT

Exhibit 10.6

April 30, 2010

Mr. Michael Gulett

[address]

 

 

Re:

Separation and Release Agreement

Dear Mike:

This letter is to confirm our agreement with respect to the termination of your employment as President and CEO, and service on the board of directors, of Ikanos Communications, Inc. (“Ikanos” or the “Company”). To ensure that there are no ambiguities, this letter first explains in detail both your rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your agreement by signing, dating and returning the enclosed Release Agreement to the Company by May 21, 2010.

 

 

1.

Separation from Employment.

We have agreed that your employment and board service with Ikanos ended effective with your resignation on April 27, 2010 (“Effective Date”). Therefore, you are no longer an employee or director of Ikanos. You will be paid all earned and unpaid salary, less deductions required or permitted by law in your final paycheck on or before April 30, 2010. Nothing herein alters your status while at the Company as an at-will employee.

Your coverage under the Ikanos group plans will end on April 30, 2010. However, you will have the opportunity to exercise your option to continue the benefits under the Ikanos group health plans under COBRA after that date. You will be provided a benefits packet containing information on your COBRA rights and conversion to a direct pay plan. Please call Ikanos’ Human Resources Administrator if you have any questions about COBRA conversion. Additionally, please keep Human Resources informed of any address changes in case we need to mail you future W-2’s and other correspondences to your attention.

The Company will reimburse you for any un-reimbursed business expenses permitted under the Company’s expense reimbursement policies incurred by you on or before the Effective Date, provided that you present all expense reports to the Company in accordance with such policies within thirty (30) days of your last day as an employee.

Subject to the terms of the indemnification agreement between you and the Company, the Company will indemnify you for any claims asserted against you based upon acts you have taken during your tenure as an officer or director of Ikanos to the extent permitted under Delaware law, and so long as such acts did not involve intentionally wrongful conduct, or were not known by you to be criminal acts at the time you engaged in such acts.

In addition, please note that your obligations under any proprietary and inventions assignment agreement still remain in effect.

 

 

2.

Release Agreement.

In addition to the foregoing to which you are entitled, Ikanos is prepared to offer you additional benefits to which you would otherwise not be entitled in exchange for an agreement to release all claims known or unknown. If you wish to accept such additional benefits in consideration for the release, your signature below will reflect your agreement. You may take 21 days from receipt of this letter (i.e., until May 21, 2010) to consider whether you wish to accept these additional benefits in exchange for the release. Please also note that even if you do sign this Release Agreement, you may change your mind and revoke it and forego the additional benefits, provided you notify the undersigned in writing within seven (7) days of your signing that you no longer want the additional benefits.

 

 

A.

Consideration.

Subject to, and in consideration of, your acceptance of this Release Agreement, and so long as you have returned it to Ikanos, then beginning ten (10) days after the date you sign this agreement and provided that you have not revoked your agreement during the 7-day revocation period, consistent with the severance terms in your offer letter, Ikanos will provide you with the consideration described and on the schedule below:


(1) Ikanos will make a severance payment of $800,000.00, less applicable withholdings, paid in equal installments over the twelve-month period following your last day on each regular payroll date;

(2)(a) The vesting of options to purchase 312,500 shares (the options that would have vested during the one year period following April 27, 2010), will accelerate and such equity will become vested on the date upon which your revocation period for this letter agreement expires unexercised. You will have until April 27, 2011 (one year from the date your employment at Ikanos ended), to decide whether to exercise your vested but as yet unexercised stock options. In consideration for the extended exercise period, you agree not to exercise and sell more than 50,000 shares of the stock underlying your options on a single day. In all other aspects, all of your stock options related to the Company’s common stock will remain subject to the terms of the 2004 Equity Incentive Plan and the applicable award agreement or Notice of Grant, as applicable.

(b) The Company will repurchase the 50,000 shares of common stock issued to you on March 8, 2010, as part of your incentive compensation for 2009. The repurchase price for these shares will be $2.68, which is the same price per share of our common stock as of the close of trading on March 8, 2010, and the price originally used to determine the value of the shares issued to you.

(3) In addition, Ikanos will continue to pay the cost for group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent previously provided by Ikanos’ group plans through April 30, 2011, or until you become eligible for group insurance benefits from another employer, whichever occurs first. You understand that you have an obligation to inform Ikanos if you receive group health coverage from another employer before April 30, 2011, and that you may not increase the number of your designated dependants if any, during this time unless you do so at you own expense. The period of such Ikanos-paid COBRA coverage shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you.

You understand that because Ikanos has no policy obligating it to pay additional severance to employees who have resigned their employment voluntarily, these benefits are an additional benefit for which you are not eligible unless you elect to sign this Release Agreement.

 

 

B.

Release.

Released Claims.

In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs.

You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

Claims Not Released.

The only claims not released through this Release Agreement are any claims that cannot be released by law, such as claims for unemployment benefits, workers’ compensation and/or claims relating to the validity of this Release Agreement under the ADEA as amended by the OWBPA.


Enforcement of This Release Agreement.

You also understand and agree that if any suit is brought to enforce the provisions of this Release Agreement, with the exception of a claim brought by you as to the validity of this Release Agreement under the ADEA as amended by the OWBPA, the prevailing party shall be entitled to its costs, expenses, and attorneys’ fees as well as any and all other remedies specifically authorized under the law.

Miscellaneous.

You further acknowledge that during your employment, you may have obtained confidential, proprietary and trade secret information, including information relating to the Company’s products, plans, designs and other valuable confidential information. You agree not to use or disclose any such confidential information unless required by subpoena or court order, and that you will first give the Company written notice of such subpoena or court order with reasonable advance notice to permit the Company to oppose such subpoena or court order if it chooses to do so.

You also agree that for a period of one year after the termination of your employment, you shall not induce or attempt to induce any employee, agent or consultant of the Company to terminate his or her association with the Company. This restriction shall not apply to individuals who respond to general job postings that advertise positions at any company where you may work in the future. The Company and you agree that the provisions of this paragraph contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by you of this paragraph, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this paragraph.

You agree that for a period of one (1) years you will not intentionally disparage the Company or any of its products or practices whether orally, in writing or otherwise. Excluded from this limitation will be any factually correct statement concerning the Company’s products generally known in the industry. Notwithstanding the foregoing, this will not limit your ability to provide truthful testimony as required by law or any judicial or administrative proceeding. Likewise, during the same one-year time period the Company will not make any defamatory or disparaging statements about your reputation, business dealings, performance or character.

This Release Agreement constitutes the entire agreement between yourself and the Company with respect to any matters referred to in this Release Agreement. This Release Agreement supersedes any and all of the other agreements between yourself and the Company, except for any proprietary and inventions assignment agreement, which remain in full force and effect, and except for those provisions of the 1999 Stock Option Plan and the 2004 Equity Incentive Plan and award agreements or Notices of Grant referenced in Sections 2.A.(2)(a) above and not superseded by the provisions of such sections. No other consideration, agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in this Release Agreement should be implied or are binding. You understand and agree that this Release Agreement shall not be deemed or construed at any time or for any purposes as an admission of any liability or wrongdoing by either yourself or the Company. You also agree that if any provision of this Release Agreement is deemed invalid, the remaining provisions will still be given full force and effect. The terms and conditions of this Release Agreement will be interpreted and construed in accordance with the laws of California.

Prior to execution of this Release Agreement, you have apprised yourself of sufficient relevant information in order that you might intelligently exercise your own judgment. The Company has informed you in writing to consult an attorney before signing this Release, if you wish. The Company has also given you at least 21 days in which to consider this Release Agreement, if you wish. You also understand that for a period of seven (7) days after you sign this Release Agreement, you may revoke this Release Agreement, and that the Release Agreement shall not become effective until seven (7) days from the date of your signature, or on your last day of employment, whichever is later.

You have read this Release Agreement and understand all of its terms. You further acknowledge and agree that this Release Agreement is executed voluntarily and with full knowledge of its legal significance.

 

  

  

Ikanos Communications, Inc.

 

Dated:                                                                                            

  

  

                                                                                             

 

  

  

Diosdado Banatao

Executive Chairman

 


EMPLOYEE’S ACCEPTANCE OF RELEASE

I HAVE CAREFULLY READ AND FULLY UNDERSTAND AND VOLUNTARILY AGREE TO ALL THE TERMS OF THE RELEASE IN EXCHANGE FOR THE ADDITIONAL BENEFITS TO WHICH I WOULD OTHERWISE NOT BE ENTITLED.

 

  

  

  

  

  

  

  

Dated:                                                                                      

  

  

                                                         

Michael Gulett