exv10w1







EXHIBIT 10.1




IXIA

2008 EQUITY INCENTIVE PLAN




1. Establishment and Purposes of the Plan.




     Ixia hereby establishes this 2008 Equity Incentive Plan to promote the interests of the
Company and its shareholders by (i) helping to attract and retain the services of selected key
employees of the Company who are in a position to make material contributions to the successful
operation of the Company’s business, (ii) motivating such persons to achieve the Company’s business
goals and (iii) enabling such persons to participate in the long-term growth and financial success
of the Company by providing them with an opportunity to purchase stock of the Company.



2. Definitions.




     The following definitions shall apply throughout the Plan:



     a. “Affiliate” shall mean any entity that directly or indirectly through one or more
intermediaries controls or is controlled by, or is under common control with, the Company.



     b. “Award” shall mean any Option, Restricted Stock Award, Restricted Stock Unit, or SAR
granted pursuant to the provisions of the Plan.



     c. “Award Agreement” shall mean any written agreement, contract or other instrument or
document, including without limitation an Option Agreement, a Restricted Stock Award Agreement, a
Restricted Stock Unit Award Agreement or a Stock Appreciation Right Award Agreement, evidencing and
reflecting the terms of any Award granted by the Committee hereunder in such form or forms as the
Committee (subject to the terms and conditions of the Plan) may from time to time approve.



     d. “Board” shall mean the Board of Directors of Ixia.



     e. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
References in the Plan to any section of the Code shall be deemed to include any amendment or
successor provisions to such section and any regulations issued under such section.



     f. “Common Stock” shall mean the common stock, without par value, of the Company.



     g. “Company” shall mean Ixia, a California corporation, any “subsidiary” corporation, whether
now or hereafter existing, as defined in Sections 424(f) and (g) of the Code, and any Affiliate,
whether now or hereafter existing.



     h. “Committee” shall mean the committee of the Board appointed in accordance with Section 4(a)
of the Plan or, if no such committee shall be appointed or in office, the Board, provided that any
Award approved by the Board shall also have been approved by a majority of the Ixia’s “independent
directors” within the meaning of the Marketplace Rules of The NASDAQ Stock Market LLC.



 









 





     i. “Continuous Status as an Employee” shall mean the absence of any interruption or
termination of employment by the Company. Continuous Status as an Employee shall not be considered
interrupted in the case of sick leave or military leave or in the case of transfers between
locations of the Company. The Committee shall have the sole discretion to determine whether any
other leave of absence shall constitute an interruption or termination of employment.
Notwithstanding the foregoing, the determination of whether an interruption or termination of
employment has occurred shall be made in a manner consistent with Section 409A of the Code, to the
extent necessary to avoid the adverse tax consequences thereunder.



     j. “Employee” shall mean any employee of the Company, including officers and directors who are
also employees and, for purposes of eligibility for Awards other than Incentive Stock Options,
shall mean any consultant to the Company, whether or not employed by the Company.



     k. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     l. “Dividend Equivalent” shall mean any right granted under Section 10 of this Plan.



     m. “Fair Market Value” shall mean, with respect to Shares, the fair market value per Share on
the date of determination as determined by the Board in its sole discretion, exercised in good
faith; provided, however, that where there is a public market for the Common Stock,
the fair market value per Share shall be the average of the closing bid and asked prices of the
Common Stock on the date of determination (or, if there are no such prices for such date, on the
first preceding day on which there were such reported prices) as reported in The Wall Street
Journal or as reported in such other manner as the Board deems reliable and consistent with the
requirements of Code Section 409A (or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotations System) or, in the event the Common Stock is
listed on a stock exchange, the fair market value per Share shall be the closing price on the
exchange on the date of determination (or, if there are no sales on such date, on the first
preceding day on which there were reported sales), as reported in The Wall Street Journal
or as reported in such other manner as the Board deems reliable and consistent with the
requirements of Code Section 409A.



     n. “Freestanding SAR” means a SAR that is granted independently of any Options, as described
in Section 11.



     o. “Grant Price” means the price established at the time of grant of a SAR pursuant to
Section 11, used to determine whether there is any payment due upon exercise of the SAR.



     p. “Incentive Stock Option” shall mean an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.



     q. “Ixia” shall mean Ixia, a California corporation, or any successor thereto.



     r. “Nonstatutory Stock Option” shall mean an Option which is not an Incentive Stock Option.



2









 





     s. “Option” shall mean a stock option to purchase Common Stock granted to a Participant
pursuant to the Plan.



     t. “Option Agreement” means a written agreement substantially in the form attached hereto, or
such other form or forms as the Committee (subject to the terms and conditions of the Plan) may
from time to time approve, evidencing and reflecting the terms of an Option.



     u. “Optioned Stock” shall mean the Common Stock subject to an Option granted pursuant to the
Plan.



     v. “Participant” shall mean any Employee who is granted an Award.



     w. “Permitted Transferee” shall have the meaning set forth in Section 13.



     x. “Plan” shall mean this Ixia 2008 Equity Incentive Plan.



     y. “Restricted Stock Award” shall mean any Shares granted under Section 9 of this Plan and
issued with the restriction that the holder may not sell, transfer, pledge or assign such Shares
and with such other vesting and other restrictions as the Committee, in its sole discretion, may
impose, which restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.



     z. “Restricted Stock Award Agreement” means a written agreement substantially in the form
attached hereto, or such other form or forms as the Committee (subject to the terms and conditions
of the Plan) may from time to time approve, evidencing and reflecting the terms of a Restricted
Stock Award.



     aa. “Restricted Stock Unit” shall mean any unit granted under Section 10 of this Plan
evidencing the right to receive one Share at some future date.



     bb. “Restricted Stock Unit Award Agreement” means a written agreement substantially in the
form attached hereto, or such other form or forms as the Committee (subject to the terms and
conditions of the Plan) may from time to time approve, evidencing and reflecting the terms of a
Restricted Stock Unit Award.



     cc. “SAR” means an Award, designated as a SAR, pursuant to the terms of Section 11 of this
Plan.



     dd. “SAR Award Agreement” means a written agreement substantially in the form attached hereto,
or such other form or forms as the Committee (subject to the terms and conditions of the Plan) may
from time to time approve, evidencing and reflecting the terms of the grant of a SAR.



     ee. “Securities Act” shall mean the Securities Act of 1933, as amended.



     ff. “Shares” shall mean shares of the Common Stock, any shares into which such Shares may be
converted in accordance with Section 14 of the Plan and, to the extent a Participant



3









 







would not become subject to the adverse tax consequences under Code Section 409A, such other securities or
property as may become subject to Awards pursuant to this Plan.



     gg. “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to
Section 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall
similarly be canceled).



     hh. “Termination for Cause” shall mean termination of employment as a result of (i) any act or
acts by the Participant constituting a felony under any federal, state or local law; (ii) the
Participant’s willful and continued failure to perform the duties assigned to him or her as an
Employee or consultant; (iii) any material breach by the Participant of any agreement with the
Company concerning his or her employment or other understanding concerning the terms and conditions
of employment by the Company; (iv) dishonesty, gross negligence or malfeasance by the Participant
in the performance of his or her duties as an Employee or consultant or any conduct by the
Participant which involves a material conflict of interest with any business of the Company or
Affiliate; (v) the Participant’s taking or knowingly omitting to take any other action or actions
in the performance of Participant’s duties as an Employee or consultant without informing
appropriate members of management to whom such Participant reports, which action or actions, in the
determination of the Committee, have caused or substantially contributed to the material
deterioration in the business of the Company or any Affiliate, taken as a whole; (vi) the
Participant’s failure to follow any Company policy; or (vii) the Participant’s breach of any
confidentiality obligations to the Company. The Company shall furnish written notice to the
Participant of the facts warranting a Termination for Cause.



3. Shares Reserved.




     The maximum aggregate number of Shares reserved for issuance pursuant to the Plan shall be
[6,000,000] Shares (or the number of shares of stock to which such Shares shall be adjusted as
provided in Section 14 of the Plan); however, no more than 2,000,000 of such Shares (or the number
of shares of stock to which such Shares shall be adjusted as provided in Section 14 of the Plan)
shall be available for issuance as Restricted Stock Units and Restricted Stock Awards. Nothing
herein shall be construed as limiting the number of Shares available for issuance under the Plan as
Options or SARs to 4,000,000 Shares (or the number of shares of stock to which such Shares shall be
adjusted as provided in Section 14 of the Plan). Such number of Shares reserved for issuance may
be set aside out of authorized but unissued Shares not reserved for any other purpose, or out of
issued Shares acquired for and held in the treasury of the Company from time to time.



     Shares subject to, but not sold or issued under, any Award terminating, expiring, forfeited or
canceled for any reason prior to issuance of such Shares shall again become available for Awards
thereafter granted under the Plan and the same shall not be deemed an increase in the number of
Shares reserved for issuance under the Plan.



4. Award Limits.




     The maximum number of Shares, as represented by Options, Restricted Stock Awards, Restricted
Stock Units and SARs, which may be awarded under the Plan during any calendar year to



4









 







any one Participant is 1,000,000 (as may be adjusted pursuant to Section 14 herein, but only to the extent
that such adjustment will not affect the status of any Award intended to qualify as
performance-based compensation under Section 162(m) of the Code) Shares. If an Award held by an
Employee or consultant of the Company is canceled, the canceled Award shall continue to be counted
against the maximum number of Shares for which Awards may be granted to such Employee or consultant
and any replacement Award granted to such Employee or consultant shall also count against such
limit.



5. Administration of the Plan.




     a. The Plan shall be administered by a Committee designated by the Board to administer the
Plan and consisting of not less than three directors and subject to such terms and conditions as
the Board may prescribe. Members of the Committee who are eligible for Awards or have been granted
Awards may vote on any matters affecting the administration of the Plan or the grant of any Awards
pursuant to the Plan, except that no such member shall act upon the granting of an Award to himself
or herself, but any such member may be counted in determining the existence of a quorum at any
meeting of the Committee during which action is taken with respect to the granting of Awards to him
or her. Each member of the Committee shall be (i) an “outside director” as defined in the Treasury
regulations issued pursuant to Section 162(m) of the Code, (ii) a “non-employee director” as
defined in Rule 16b-3 promulgated under the Exchange Act and (iii) an “independent director” as
defined in the Marketplace Rules of The NASDAQ Stock Market LLC. Members of the Committee shall
serve for such period of time as the Board may determine. From time to time the Board may increase
the size of the Committee and appoint additional members thereto, remove members (with or without
cause) and appoint new members in substitution therefor, fill vacancies however caused or remove
all members of the Committee and thereafter provide for members of the Board who are meet the
foregoing requirements of the Code, Rule 16b-3 and the Marketplace Rules to directly administer the
Plan. Members of the Committee shall serve for such period of time as the Board may determine.



     b. Subject to the provisions of the Plan, the Committee shall have the authority in its sole
discretion to: (i) determine the type or types of Awards (i.e., Incentive Stock Options,
Nonstatutory Stock Options, SARs, Restricted Stock Awards or Restricted Stock Units) to be granted
to each Participant in the Plan, (ii) determine the Fair Market Value per Share in accordance with
the terms of the Plan, (iii) determine the exercise price of Options to be granted to Employees in
accordance with the terms of the Plan, (iv) determine the Employees to whom, and the time or times
at which, Awards shall be granted and the number of Shares subject to each Award, (v) prescribe,
amend and rescind rules and regulations relating to the Plan, subject to the limitations set forth
in Section 16 of the Plan, (vi) determine the terms and provisions of each Award granted to
Participants under the Plan and each Award Agreement (which need not be identical with the terms of
other Awards and Award Agreements) and, with the consent of the Participant, to modify or amend an
outstanding Award Agreement; provided, however, that the Committee shall not have
the authority to amend or adjust the exercise price of any Options previously granted to a
Participant
under the Plan, whether through amendment, cancellation, replacement grant or otherwise,
without the approval of the shareholders of the Company obtained in the manner provided in
Section 15 of the Plan, (vii) accelerate the exercise date of any Option or SAR or the vesting of
any Restricted Stock Award or Restricted Stock Unit, (viii) determine whether any Participant will
be required to



5









 







execute a stock purchase agreement or other agreement as a condition to the issuance
of Shares pursuant to an Award, and to determine the terms and provisions of any such agreement
(which need not be identical with the terms of any other such agreement) and, with the consent of
the Participant, to amend any such agreement, (ix) interpret the Plan or any agreement entered into
with respect to the grant of Awards and the issuance of Shares upon exercise of Options or the
vesting of Restricted Stock Units, (x) determine the eligibility of an Employee for benefits
hereunder and the amount thereof, (xi) authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Award previously granted or to take such other
actions as may be necessary or appropriate with respect to the Company’s rights pursuant to Awards
or agreements relating to the grant or exercise thereof and (xii) make such other determinations
and establish such other procedures as it deems necessary or advisable for the administration of
the Plan.



     c. All decisions, determinations and interpretations of the Committee shall be final and
binding on all Participants and any other holders of any Awards granted under the Plan.



     d. The Committee shall keep minutes of its meetings and of the actions taken by it without a
meeting. A majority of the Committee shall constitute a quorum and the actions of a majority at a
meeting, including a telephone meeting, at which a quorum is present or acts approved in writing by
a majority of the members of the Committee without a meeting shall constitute acts of the
Committee.



     e. The Company shall pay all original issue and transfer taxes with respect to the grant of
Awards and/or the issue and transfer of Shares pursuant to the exercise of Options or SARs or the
vesting of Restricted Stock Awards or Restricted Stock Units and all other fees and expenses
necessarily incurred by the Company in connection therewith; provided, however,
that the person exercising an Option or SAR or to whom an Award is granted or to whom Shares are
otherwise issued pursuant to the Plan shall be responsible for all payroll, withholding, income and
other taxes incurred by such person on the date of exercise of the Option or of issuance or vesting
of Shares, as applicable.



6. Eligibility.




     Awards may be granted under the Plan only to Employees; provided, however,
that consultants shall not be eligible to receive Incentive Stock Options. An Employee who has
been granted Awards may, if he or she is otherwise eligible, be granted additional Awards.
References in this Plan to “employment” and related terms (except for references to “employee” in
the definition of “Employee”) shall include the providing of services as a consultant.



7. Terms and Conditions of Options.




     Options granted pursuant to the Plan by the Committee shall be either Incentive Stock Options
or Nonstatutory Stock Options and shall be evidenced by an Option Agreement providing,
in addition to such other terms as the Board may deem advisable, the following terms and
conditions:



     a. Time of Granting Options. The date of grant of an Option shall for all purposes be
the date on which the Committee makes the determination granting such Option; provided,




6











 




however, that if the Committee determines that such grant shall be made as of some
future date, the date of grant shall be such future date. Notice of the determination shall be
given to each Participant within a reasonable time after the date of such grant.




     b. Number of Shares. Each Option Agreement shall state the number of Shares to which
it pertains and whether such Option is intended to constitute an Incentive Stock Option or a
Nonstatutory Stock Option.



     c. Exercise Price. The exercise price per Share for the Shares to be issued pursuant
to the exercise of an Option shall be such price as is determined by the Board; provided,
however, that such price shall in no event be less than 100% of the Fair Market Value per
Share on the date of grant of an Option.



          In the case of any Incentive Stock Option granted to an Employee who at the time of grant owns
or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code
or otherwise) stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporations of the Company, the
exercise price per Share shall be no less than 110% of the Fair Market Value per Share on the date
of grant.



     d. Medium and Time of Payment. The consideration to be paid for the Shares to be
issued upon exercise of an Option shall consist entirely of cash or check payable to the Company or
such other consideration and method of payment permitted under any laws to which the Company is
subject and which is approved by the Committee, including without limitation (i) by delivery of a
promissory note, (ii) by tendering previously acquired Shares (valued at Fair Market Value as of
the date of tender) that have been owned for a period of at least six months (or such other period
as is necessary to avoid accounting charges against the Company’s earnings), (iii) if Shares are
traded on a national securities exchange or NASDAQ, through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to the exercise price,
or (iv) any combination of (i), (ii) and (iii). In connection with all exercises of Options and
regardless of the medium of payment, the Participant shall pay in cash any amount necessary to
satisfy the Company’s withholding obligations.



     e. Term of Options. The term of each Option may be up to ten years from the date of
grant thereof; provided, however, that the term of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option is granted, owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) stock possessing more than
ten percent of the total combined voting power of all classes of stock of the Company, shall be
five years from the date of grant thereof or such shorter term as may be provided in the Option
Agreement.



          The term of any Option may be less than the maximum term provided for herein as specified by
the Committee upon grant of the Option and as set forth in the Option Agreement.




     f. Maximum Amount of Incentive Stock Options. To the extent that the aggregate Fair
Market Value (determined at the time an Incentive Stock Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by a Participant during



7









 




any calendar year under all incentive stock option plans of the Company exceeds $100,000, the
Options in excess of such limit shall be treated as Nonstatutory Stock Options.




8. Exercise of Option.




     a. In General. Any Option granted hereunder to a Participant shall be exercisable at
such times and under such conditions as may be determined by the Committee and as shall be
permissible under the terms of the Plan, including any performance criteria with respect to the
Company and/or the Participant as may be determined by the Committee.



          An Option may be exercised in accordance with the provisions of the Plan as to all or any
portion of the Shares then exercisable thereunder from time to time during the term of the Option.
However, an Option may not be exercised for a fraction of a Share.




     b. Procedure. An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company at its principal business office in accordance with the
terms of the Option Agreement by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by the Company, together
with (i) any other agreements required by the terms of the Plan and/or Option Agreement or as
required by the Committee and (ii) payment by the Participant of all payroll, withholding or income
taxes incurred in connection with such Option exercise (or arrangements for the collection or
payment of such tax satisfactory to the Board are made).



     c. Decrease in Available Shares. Exercise of an Option in any manner shall result in
a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is exercised, except
if the Option is exercised by tendering Shares, either actually or by attestation.



     d. Exercise of Shareholder Rights. Until the Option is properly exercised in
accordance with the terms of this Section 8, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock. No adjustment shall be
made for a dividend or other right for which the record date is prior to the date the Option is
exercised except as provided in Section 14 of the Plan.



     e. Termination of Eligibility. If a Participant ceases to serve as an Employee for
any reason other than death or permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) or Termination for Cause and thereby terminates his or her Continuous
Status as an Employee, he or she may, but only within 90 days following the date he or she ceases
his or her Continuous Status as an Employee (subject to any earlier termination of the Option as
provided by its terms), exercise his or her Option to the extent that he or she was entitled to
exercise it at the date of such termination. To the extent that he or she was not entitled to
exercise the Option at the date of such termination, or if he or she does not exercise such Option
(which he or she was entitled to exercise) within the time specified herein, the Option shall
terminate. Notwithstanding anything to the contrary herein, the Committee may at any time and from
time to time prior to the termination of a Nonstatutory Stock Option, with the consent of the
Participant, extend the period of time during which the Participant may exercise his or her
Nonstatutory Stock Option following the date he or she ceases his or her Continuous Status as an
Employee; provided, however, that the



8









 







maximum period of time during which a Nonstatutory Stock Option shall be exercisable following
the date on which a Participant terminates his or her Continuous Status as an Employee shall not
exceed the original term of such Option as set forth in the Option Agreement and that
notwithstanding any extension of time during which a Nonstatutory Stock Option may be exercised,
such Option, unless otherwise amended by the Committee, shall only be exercisable to the extent the
Participant was entitled to exercise the Option on the date he or she ceased his or her Continuous
Status as an Employee; provided, further, that no extension shall be made at any time where the
exercise price per Share of such Option is less than the Fair Market Value of one Share at the time
of such proposed extension, unless it is determined that such extension will not cause the
Participant to incur additional tax and interest charges upon exercise of such Option under Section
409A of the Code.



     f. Death or Disability of Participant. If an Participant’s Continuous Status as an
Employee ceases due to death or permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) of the Participant, the Option may be exercised within 180 days (or
such other period of time not exceeding one year as is determined by the Committee at the time of
granting the Option) following the date of death or termination of employment due to permanent or
total disability (subject to any earlier termination of the Option as provided by its terms), by
the Participant in the case of permanent or total disability, or in the case of death by the
Participant’s estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but in any case (unless otherwise determined by the Committee at the time of granting
the Option) only to the extent the Participant was entitled to exercise the Option at the date of
his or her termination of employment by death or permanent and total disability. To the extent
that he or she was not entitled to exercise such Option at the date of his or her termination of
employment by death or permanent and total disability, or if he or she does not exercise such
Option (which he or she was entitled to exercise) within the time specified herein, the Option
shall terminate. Notwithstanding anything to the contrary herein, the Committee may at any time
and from time to time prior to the termination of a Nonstatutory Stock Option, with the consent of
the Participant, extend the period of time during which the Participant may exercise his or her
Nonstatutory Stock Option following the date he or she ceases his or her Continuous Status as an
Employee; provided, however, that the maximum period of time during which a
Nonstatutory Stock Option shall be exercisable following the date on which a Participant terminates
his or her Continuous Status as an Employee shall not exceed the original term of such Option as
set forth in the Option Agreement and that notwithstanding any extension of time during which a
Nonstatutory Stock Option may be exercised, such Option, unless otherwise amended by the Committee,
shall only be exercisable to the extent the Participant was entitled to exercise the Option on the
date he or she ceased his or her Continuous Status as an Employee; provided, further, that no
extension shall be made at any time where the exercise price per Share of such Option is less than
the Fair Market Value of one Share at the time of such proposed extension, unless it is determined
that such extension will not cause the Participant to incur additional tax and interest charges
upon exercise of such Option under Section 409A of the Code.



     g. Termination for Cause. If a Participant’s Continuous Status as an Employee with
the Company terminates due to his or her Termination for Cause, he or she shall immediately forfeit
all outstanding Options.



9









 





     h. Expiration of Option. Notwithstanding any provision in the Plan, including but not
limited to the provisions set forth in Sections 8(e), 8(f) and 8(g), an Option may not be
exercised, under any circumstances, after the expiration of its term.



     i. Conditions on Exercise and Issuance. As soon as practicable after any proper
exercise of an Option in accordance with the provisions of the Plan, the Company shall (i) deliver
to the Participant at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Participant, a certificate or certificates
representing the Shares for which the Option shall have been exercised or (ii) otherwise arrange
for such Shares to be issued to the Participant. The time of issuance and, if applicable, delivery
of the certificate or certificates representing the Shares for which the Option shall have been
exercised may be postponed by the Company for such period as may be required by the Company, with
reasonable diligence, to comply with any law or regulation applicable to the issuance or delivery
of such Shares.



          Options granted under the Plan are conditioned upon the Company obtaining any required permit
or order from the appropriate governmental agencies authorizing the Company to issue such Options
and Shares issuable upon exercise thereof. Shares shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without limitation, the
Securities Act, the Exchange Act, applicable state law, the rules and regulations promulgated
thereunder and the requirements of the Marketplace Rules of The NASDAQ Marketplace, Inc. and any
stock exchange upon which the Shares may then be listed. Any such issuance may be further subject
to the approval of counsel for the Company with respect to such compliance.




9. Terms and Conditions of Restricted Stock Awards.




     a. Grant. Restricted Stock Awards may be granted hereunder by the Committee to
Employees either alone or in addition to other Awards granted under the Plan. A Restricted Stock
Award shall be subject to such terms and conditions as may be determined by the Committee and may
be subject to vesting conditioned upon the satisfaction of such requirements, conditions (such as a
condition that the Participant’s right to the Shares shall vest in installments over a period of
time during which services are to be provided to the Company by the Employee), restrictions or
performance criteria as shall be established by the Committee and set forth in the Award Agreement.
During any period during which Shares acquired pursuant to a Restricted Stock Award are subject to
vesting conditions, such Shares may not be sold, exchanged, transferred, pledged, assigned or
otherwise disposed of by the Participant. The provisions of Restricted Stock Awards need not be
the same with respect to each Participant receiving such awards. The Committee has absolute
discretion to determine whether any consideration is to be received by the Company as a condition
precedent to the issuance of Restricted Stock Awards. The terms of any Restricted Stock Award
granted under this Plan shall be set forth in a written Award Agreement which shall contain
provisions determined by the Committee which are not inconsistent with the Plan.



     b. Rights of Holders of Restricted Stock. Beginning on the date of grant of a
Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall
become a shareholder of the Company with respect to all Shares subject to the Restricted Stock
Award and shall have all of the rights of a shareholder, including the right to vote the Shares
subject to the



10









 







Restricted Stock Award and the right to receive distributions made with respect to such
Shares; provided, however, that any Shares or any other property (other than cash)
distributed as a dividend or otherwise with respect to any such Shares as to which the restrictions
have not yet lapsed shall be subject to the same restrictions as the Shares subject to the
Restricted Stock Award.



     c. Delivery of Shares. Shares issued upon the grant of Restricted Stock Awards shall,
unless otherwise determined by the Committee, be maintained in the custody of or on behalf of the
Company until all applicable vesting conditions have been satisfied. Shares subject to Restricted
Stock Awards that are no longer subject to restrictions shall be delivered to the Participant
promptly after the applicable restrictions lapse or are waived. Notwithstanding anything to the
contrary set forth herein, but subject to Section 18(j) hereof, delivery of Shares pursuant to a
Restricted Stock Award shall be made no later than 2 1/2 months after the close of the Company’s
first taxable year in which such Shares are no longer subject to a substantial risk of forfeiture
(within the meaning of Section 409A of the Code).



     d. Termination of Continuous Status as an Employee. Unless otherwise determined by
the Committee or unless otherwise provided in the Award Agreement evidencing the Award, in the
event of the termination of a Participant’s Continuous Status as an Employee, Shares which are
subject to a Participant’s Restricted Stock Award which are not vested as of the date of such
termination shall be automatically forfeited by the Participant and cancelled by the Company for no
value.



     e. Waiver of Forfeiture. The Committee may, when it finds that a waiver would be in
the best interests of the Company and subject to such terms and conditions as the Committee shall
deem appropriate, waive in whole or in part any remaining vesting restrictions with respect to any
Restricted Stock Award or any other conditions set forth in any Award Agreement.



10. Terms and Conditions of Restricted Stock Units.




     a. Grant. Restricted Stock Units may be issued hereunder to Employees either alone or
in addition to other Awards granted under the Plan. A Restricted Stock Unit is a bookkeeping entry
that represents the right to receive one Share to be issued and delivered at the end of the
applicable vesting period, subject to a risk of cancellation and to the other terms and conditions
set forth in the Plan and in any Award Agreement evidencing the Restricted Stock Unit and subject
to any additional terms and conditions established by the Committee. The Company shall establish
and maintain accounts for Participants in which the Company shall record Restricted Stock Units and
the transactions and events affecting such units. Restricted Stock Units and other items reflected
in the account will represent only bookkeeping entries by the Company to evidence the Company’s
unfunded obligations. The provisions of Restricted Stock Units need not be the same with respect
to each Participant receiving such Awards. The Committee has absolute discretion to determine
whether any consideration is to be received by the Company as a condition precedent to the grant of
a Restricted Stock Unit. The terms of any Restricted Stock Unit granted under this Plan shall be
set forth in a written Award Agreement which shall contain provisions determined by the Committee
which are not inconsistent with the Plan.



     b. Rights of Holders of Restricted Stock Units; Dividend Equivalents. Unless the
Committee otherwise provides in an Award Agreement for Restricted Stock Units, any Participant



11









 







holding Restricted Stock Units shall have no rights as a shareholder of the Company with
respect to such Restricted Stock Units. The Committee shall be authorized to establish procedures
pursuant to which the Company’s payment of any Restricted Stock Unit may be deferred in a manner
that would not trigger the adverse tax consequences under Code Section 409A. Subject to the
provisions of the Plan and any Award Agreement, the recipient of a Restricted Stock Unit may, if so
determined by the Committee, be entitled to receive, currently (or on a deferred basis, but in such
a case subject to the same vesting restrictions as the Restricted Stock Unit to which such dividend
relates, with such deferral to last no longer than the vesting period to which such Restricted
Stock Unit is subject) and with respect to the number of Shares covered by the Award, payments
(“Dividend Equivalents”) in amounts equivalent to cash, stock or other property paid by the Company
as dividends on the Company’s Common Stock prior to the vesting of the Restricted Stock Units in a
manner that would not trigger the adverse tax consequences under Code Section 409A.



     c. Delivery of Shares in Settlement of Restricted Stock Units. Restricted Stock Units
(if not previously cancelled) will be automatically settled on or about the vesting date or dates
set forth in the Award Agreement evidencing the Award. The Company may make delivery of Shares in
settlement of Restricted Stock Units by either delivering one or more stock certificates
representing such Shares to the Participant, registered in the name of the Participant, or by
depositing such Shares into an account maintained for the Participant and established in connection
with any Company plan or arrangement providing for investment in Common Stock of the Company.
Notwithstanding anything to the contrary set forth herein, but subject to Section 18(j), delivery
of Shares pursuant to a Restricted Stock Unit shall be made no later than 2 1/2 months after the
close of the Company’s first taxable year in which such Shares are no longer subject to a
substantial risk of forfeiture (within the meaning of Section 409A of the Code).



     d. Termination of Continuous Status as an Employee. Unless otherwise determined by
the Committee or unless otherwise provided in the Award Agreement evidencing the Award, in the
event of the termination of a Participant’s Continuous Status as an Employee, the Participant’s
Restricted Stock Units which are not vested as of the date of such termination shall not vest and
shall automatically be cancelled for no value and without issuance of any Shares.



     e. Waiver of Forfeiture. The Committee may, when it finds that a waiver would be in
the best interests of the Company and subject to such terms and conditions as the Committee shall
deem appropriate, waive in whole or in part any remaining vesting restrictions with respect to any
Restricted Stock Units or any other conditions set forth in any Award Agreement.



11. Share Appreciation Rights




     a. Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted
to Participants at any time and from time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs or any combination of Freestanding and Tandem
SARs.



          Subject to the terms and conditions of the Plan, the Committee shall have complete discretion
in determining the number of SARs granted to each Participant and, consistent with the provisions
of the Plan, in determining the terms and conditions pertaining to such SARs.




12









 








          The Grant Price for each SAR shall be determined by the Committee and shall be specified in
the SAR Award Agreement. The Grant Price shall not be less than 100% of the Fair Market Value per
Share on the date of grant.




     b. SAR Award Agreement. Each SAR Award shall be evidenced by a SAR Award Agreement
that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee
shall determine in its sole discretion and which are not inconsistent with this Plan.



     c. Term of SAR. The term of a SAR granted under the Plan shall be determined by the
Committee, in its sole discretion, and except as determined otherwise by the Committee and
specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth anniversary
date of its grant.



     d. Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever
terms and conditions the Committee, in its sole discretion, imposes.



     e. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its
related Option is then exercisable.



          Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem
SAR: (a) the Tandem SAR will expire no later than the expiration of the underlying Option; (b) the
exercise of the Tandem SAR may not have economic and tax consequences more favorable than the
exercise of the Option followed by an immediate sale of the underlying Shares, and the value of the
payout with respect to the Tandem SAR may be for no more than  100% of the excess of the Fair
Market Value of the Shares subject to the underlying Option at the time the Tandem SAR is exercised
over the exercise price of the underlying Option; (c) the Tandem SAR may be exercised only when the
Fair Market Value of the Shares subject to the Option exceeds the exercise price of the Option;
(d) the Tandem SAR may be exercised only when the underlying Option is eligible to be exercised;
and (e) the Tandem SAR is transferable only when the underlying Option is transferable, and under
the same conditions.




     f. Payment of SAR Amount. SARs granted under this Plan shall be payable in Shares,
cash or such other property as may be designated by the Committee. Upon the exercise of a SAR, a
Participant shall be entitled to receive from the Company such number of Shares (or, in the case of
SARs exercisable for cash or other property, cash or property with a value equal to the fair market
value of such number of Shares on the date of exercise) determined by multiplying:




	 	(i)	 	The excess of the Fair Market Value of a Share on the date of
exercise over the Grant Price; by
	 
	 	(ii)	 	The number of Shares with respect to which the SAR is
exercised.




13









 











          Such product shall then be divided by the Fair Market Value of a Share on the date of
exercise. The resulting number (rounded down to the next whole number) is the number of Shares to
be issued to the Participant upon exercise of a SAR.




     g. Termination of Employment. Each SAR Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following termination of the
Participant’s employment with or provision of services to the Company. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the SAR Award Agreement
entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan,
and may reflect distinctions based on the reasons for termination.



     h. Other Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it may
deem advisable or desirable. These restrictions may include, but shall not be limited to, a
requirement that the Participant hold the Shares received upon exercise of a SAR for a specified
period of time.



12. Code Section 162(m) Provisions




     a. Application to Covered Employee. Notwithstanding any other provision of the Plan,
if the Committee determines at the time an Option, SAR, Restricted Stock, or Restricted Stock Unit
Award is granted to a Participant that such Participant is, or is likely to be as of the end of the
tax year in which the Company would claim a tax deduction in connection with such Award, a “covered
employee” within the meaning of Section 162(m)(3) of the Code, then the Committee may qualify such
an Award as “performance-based compensation” pursuant to Section 162(m) of the Code. The Committee
has complete discretion concerning whether a particular Award should be qualified as
“performance-based compensation.” If the Committee determines that a particular Award should
qualify as “performance-based compensation,” the provisions of this Section 11, to the extent
applicable, shall control over any contrary provision in the Plan.



     b. Performance Goals. Restricted Stock and Restricted Stock Unit Awards may be made
subject to the achievement of performance goals established by the Committee relating to one or
more business criteria (the “Performance Criteria”) pursuant to Section 162(m) of the Code.
Performance Criteria may be applied to the Company, an Affiliate, a Subsidiary, division, business
unit or individual or any combination thereof and may be measured in absolute levels or relative to
another company or companies, a peer group, an index or indices or Company performance in a
previous period. Performance may be measured annually or cumulatively over a longer period of
time. Performance Criteria that may be used to establish performance goals are: revenue; operating
income or net operating income; orders, return on equity; return on assets or net assets; cash
flow; share price performance; return on capital; earnings; earnings per share; shareholder return
and/or value (including but not limited to total shareholder return); economic value added;
economic profit; ratio of operating earnings to capital spending; EBITDA; EBIT; costs; operating
earnings; gains; product development; client development; leadership; project progress; project
completion; increase in total revenues; net income; operating cash flow; net cash flow; retained
earnings; budget achievement; return on capital employed; return on invested capital; cash
available to Company from a subsidiary or subsidiaries; expense spending; gross margin; net margin;
market capitalization;



14









 




customer satisfaction; financial return ratios; market share; operating profits (including
earnings before or after income taxes, depreciation and amortization); net profits; earnings per
share growth; profit returns and margins; stock price; working capital; business trends; production
cost; project milestones; capacity utilization; quality; economic value added; operating
efficiency; diversity; debt; dividends; bond ratings; corporate governance; and health and safety.
The performance goals for each Participant and the amount payable if those goals are met shall be
established in writing for each specified period of performance by the Committee no later than 90
days after the commencement of the period of service to which the performance goals relate and
while the outcome of whether or not those goals will be achieved is substantially uncertain.
However, in no event will such goals be established after 25% of the period of service to which the
goals relate has elapsed. The performance goals shall be objective. Such goals and the amount
payable for each performance period if the goals are achieved shall be set forth in the applicable
Award Agreement. No amounts shall be payable to any Participant for any performance period unless
and until the Committee certifies that the performance goals and any other material terms were in
fact satisfied.




     c. Adjustment of Payment. Notwithstanding any provision of the Plan, with respect to
any Award that is subject to this Section, the Committee may adjust downwards, but not upwards, the
amount payable pursuant to such Award.



     d. Other Restrictions. The Committee shall have the power to impose such other
restrictions on Awards subject to this Section as it may deem necessary or appropriate to ensure
that such Awards satisfy all requirements for “performance-based compensation” within the meaning
of Section 162(m)(4)(C) of the Code, or any successor provision thereto.



13. Nontransferability of Awards.




     Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any
time by the Committee, no Awards granted under the Plan, and no Shares subject to any such Awards,
that have not been issued or as to which any applicable vesting restriction, performance or
deferral period has not lapsed, may be sold, pledged, assigned, hypothecated, gifted, transferred
or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than
by will or by the laws of descent or distribution or transfers between spouses incident to a
divorce. Furthermore, except as otherwise provided in a Participant’s Award Agreement or otherwise
determined at any time by the Committee, Options and SARs may be exercised during the life of the
Participant only by the Participant or the Participant’s guardian or legal representative.
Notwithstanding the foregoing, a Participant may assign or transfer an Award (other than an ISO)
with the consent of the Committee (each transferee thereof, a “Permitted Transferee”), which
consent may be granted or withheld in the Committee’s sole discretion, provided that such Permitted
Transferee shall be bound by and subject to all of the terms and conditions of the Plan and the
Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to
the Company evidencing such obligations; and, provided further, that such Participant shall remain
bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted
Transferee and the Company’s transfer agent in effectuating any transfer permitted under this
Section 13. With respect to those Awards, if any, that are permitted to be transferred to another
individual, references in the Plan to exercise of the Award by the Participant or payment of any
amount or issuance of any Shares to the Participant shall be deemed to include the Participant’s
Permitted Transferee.



15









 





14. Adjustment Upon Change in Corporate Structure.




     a. Subject to any required action by the shareholders of the Company, the number and type of
Shares covered by each outstanding Award, and the number and type of Shares which have been
authorized for issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan upon cancellation, expiration or forfeiture of an Award, as well as
the exercise or purchase price per Share, as applicable, covered by outstanding Awards, shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from
a stock split, reverse stock split or combination or the payment of a stock dividend (but only on
the Common Stock) or reclassification of the Common Stock or any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the Company (other than stock
awards to Employees); provided, however, that the conversion of any convertible
securities of the Company shall not be deemed to have been effected without the receipt of
consideration. Any such adjustment shall be determined in good faith by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, and the Committee’s determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Shares subject to the Plan or an Award.



     b. In the event of the proposed dissolution or liquidation of the Company, or in the event of
a proposed sale of all or substantially all of the assets of the Company (other than in the
ordinary course of business), or the merger or consolidation of the Company with or into another
corporation, as a result of which the Company is not the surviving and controlling corporation, the
Board shall, to the extent such action would not trigger the adverse tax consequences under Code
Section 409A, (i) make provision for the assumption of outstanding Awards by the successor
corporation, (ii) declare that any Option shall terminate as of a date fixed by the Board which is
at least 30 days after the notice thereof to the Participant and shall give each Participant the
right to exercise his or her Option as to all or any part of the Optioned Stock, including Shares
as to which the Option would not otherwise be exercisable provided such exercise does not violate
Section 8(h) of the Plan, (iii) accelerate the vesting of Restricted Stock Awards and Restricted
Stock Units, or (iv) cause any Award outstanding as of the effective date of any such event to be
cancelled in consideration of a cash payment or grant of an alternative option or award (whether by
the Company or any entity that is a party to the transaction), or a combination thereof, to the
holder of the cancelled Award, provided that such payment and/or grant are substantially equivalent
in value to the fair market value of the cancelled Award as determined by the Committee.



     c. No fractional shares of Common Stock shall be issuable on account of any action aforesaid,
and the aggregate number of shares into which Shares then covered by an Award, when changed as the
result of such action, shall be reduced to the largest number of whole shares resulting from such
action, unless the Board, in its sole discretion, shall determine to issue scrip certificates in
respect to any fractional shares, which scrip certificates shall be in a form and have such terms
and conditions as the Board in its discretion shall prescribe.



16









 





     d. Any adjustment or action taken by the Board pursuant to this Section 14 shall be carried
out in accordance with Code Section 424, if applicable, and only if such action would not trigger
the adverse consequences of Code Section 409A.



15. Shareholder Approval.




     Effectiveness of this Plan is subject to approval by the shareholders of the Company within 12
months before or after the date the Plan was adopted by the Board; provided,
however, that Options may be granted pursuant to the Plan subject to subsequent approval of
the Plan by such shareholders. Any Option exercised before shareholder approval was obtained can
be rescinded if shareholder approval is not obtained within 12 months before or after the Plan was
adopted by the Board. Shareholder approval of the Plan or any amendment thereto required to be
approved by the shareholders of the Company shall be obtained (i) by the affirmative vote of the
holders of a majority of the Shares present or represented and entitled to vote thereon at a
meeting of shareholders duly held in accordance with the laws of the State of California or (ii) by
written consent of the holders of the outstanding Shares having not less than the minimum number of
votes that would be necessary to authorize the approval at a meeting of the shareholders duly held
in accordance with the laws of the State of California.




16. Amendment and Termination of the Plan.




     a. Amendment and Termination. The Board may amend or terminate the Plan from time to
time in such respects as the Board may deem advisable, subject to any requirement for shareholder
approval imposed by applicable law, including the rules and regulations of The NASDAQ Stock Market,
Inc. or any stock exchange on which Shares are listed or quoted, and shall make any amendments
which may be required so that Options intended to be Incentive Stock Options shall at all times
continue to be Incentive Stock Options for the purpose of Section 422 of the Code;
provided, however, that without approval of the Company’s shareholders, no such
revision or amendment shall (i) materially increase the benefits accruing to participants under the
Plan; (ii) increase the number of Shares which may be issued under the Plan, other than in
connection with an adjustment under Section 14 of the Plan; (iii) materially modify the
requirements as to eligibility for participation in the Plan; (iv) materially change the
designation of the class of Employees eligible to be granted Awards; (v) remove the administration
of the Plan from the Board or its Committee; or (vi) extend the term of the Plan beyond the maximum
term set forth in Section 19 hereunder.



     b. Effect of Amendment or Termination. Except as otherwise provided in Section 14 of
the Plan, and except to the extent necessary to avoid the imposition of additional tax and/or
interest under Code Section 409A with respect to Awards that are treated as nonqualified deferred
compensation, any amendment or termination of the Plan shall not affect Awards already granted, and
such Awards shall remain in full force and effect as if the Plan had not been amended or
terminated, unless mutually agreed otherwise between the Participant and the Company, which
agreement must be in writing and signed by the Participant and the Company. Notwithstanding
anything to the contrary herein, this Plan shall not adversely affect, unless mutually agreed in
writing by the Company and a Participant, the terms and provisions of any Award granted prior to
the date the Plan was approved by shareholders as provided in Section 15 of the Plan.



17









 





17. Indemnification.




     No member of the Board or its Committee shall be liable for any act or action taken, whether
of commission or omission, except in circumstances involving willful misconduct, or for any act or
action taken, whether of commission or omission, by any other member or by any officer, agent or
Employee. In addition to such other rights of indemnification they may have as members of the
Board, or as members of the Committee, the Board and the Committee shall be indemnified by the
Company against reasonable expenses, including attorneys’ fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken, by commission
or omission, in connection with the Plan or any Award granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit
or proceeding that a Board or Committee member is liable for willful misconduct in the performance
of his or her duties; provided that within 60 days after institution of any such action, suit or
proceeding, such Board or Committee member shall in writing have offered the Company the
opportunity, at its own expense, to handle and defend the same.



18. General Provisions.




     a. Withholding or Deduction for Taxes. The grant of Awards hereunder and the issuance
of Shares and all payments and distributions pursuant to this Plan are conditioned upon the
Company’s reservation of the right to withhold, in accordance with any applicable law, from any
compensation or other amounts payable to the Participant, any taxes required to be withheld under
Federal, state or local law as a result of the: (i) grant of any Award, (ii) exercise of any
Option, (iii) sale of Shares issued upon exercise of Options, (iv) delivery of Shares, cash or
other property, (v) lapse of restrictions in connection with any Award, or (vi) any other event
occurring pursuant to the Plan. To the extent that compensation and other amounts, if any, payable
to the Participant are insufficient to pay any taxes required to be so withheld, the Company may,
in its sole discretion, require the Participant, including without limitation, as a condition of
the exercise of any Option, to pay in cash to the Company an amount sufficient to cover such tax
liability or otherwise to make adequate provision for the delivery to the Company of cash necessary
to satisfy the Company’s withholding obligations under Federal and state law. The Committee shall
be authorized to establish procedures for election by Participants to satisfy such obligations for
the payment of such taxes by tendering previously acquired Shares (either actually or by
attestation, valued at their then Fair Market Value) that have been owned for a period of at least
six months (or such other period as may be necessary to avoid accounting charges against the
Company’s earnings), or by directing the Company to retain Shares (up to the Participant’s minimum
required tax withholding rate) otherwise deliverable in connection with the Award.



     b. Other Plans. Nothing contained in the Plan shall prohibit the Company from
establishing additional incentive compensation arrangements.



     c. No Enlargement of Rights. Neither the Plan, nor the granting of Awards, nor any
other action taken pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain an Employee for any period of time,



18









 







or at any particular rate of compensation. Nothing in the Plan shall be deemed to limit or
affect the right of the Company to discharge any Employee at any time for any reason or no reason.



          No Employee shall have any right to or interest in Awards authorized hereunder prior to the
grant thereof to such eligible person, and upon such grant he or she shall have only such rights
and interests as are expressly provided herein and in the related Award Agreement, subject,
however, to all applicable provisions of the Company’s Articles of Incorporation, as the same may
be amended from time to time.




     d. Notice. Any notice to be given to the Company pursuant to the provisions of the
Plan shall be addressed to the Company in care of its Secretary (or such other person as the
Company may designate from time to time) at its principal office, and any notice to be given to a
Participant to whom an Award is granted hereunder shall be delivered personally or addressed to him
or her at the address given beneath his or her signature on his or her Award Agreement, or at such
other address as such Participant or his or her transferee (upon any permitted transfer) may
hereafter designate in writing to the Company. Any such notice shall be deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified,
and deposited, postage and registry or certification fee prepaid, in a post office or branch post
office regularly maintained by the United States Postal Service. It shall be the obligation of
each Participant holding Shares purchased upon exercise of an Option or otherwise issued pursuant
to Awards hereunder to provide the Secretary of the Company, by letter mailed as provided
hereinabove, with written notice of his or her direct mailing address.



     e. Applicable Law. To the extent that Federal laws do not otherwise control, the Plan
shall be governed by and construed in accordance with the laws of the State of California, without
regard to the conflict of laws rules thereof.



     f. Incentive Stock Options. The Company shall not be liable to a Participant or other
person if it is determined for any reason by the Internal Revenue Service or any court having
jurisdiction that any Incentive Stock Options are not incentive stock options as defined in
Section 422 of the Code.



     g. Information to Participants. The Company shall provide without charge to each
Participant copies of its annual financial statements (which need not be audited), which may be
included within such annual and periodic reports as are provided by the Company to its shareholders
generally.



     h. Availability of Plan. A copy of the Plan shall be delivered to the Secretary of
the Company and shall be shown by him or her to any eligible person making reasonable inquiry
concerning it.



     i. Severability. In the event that any provision of the Plan is found to be invalid
or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein as invalid or unenforceable, and
all such other provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.




19












 





     j. Form of Shares and Restricted Stock Awards; Stop Transfer Orders. Shares issued or
delivered under the Plan, including Shares subject to any Restricted Stock Award, may be evidenced
in such manner as the Committee in its sole discretion shall deem appropriate, including, without
limitation, book-entry registration or issuance of a stock certificate or certificates. In the
event any stock certificate is issued in respect of a Restricted Stock Award, such certificate
shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to
such Award. All certificates for Shares delivered under the Plan pursuant to any Award shall be
subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and Exchange Commission, any
stock exchange or quotation system upon which the Shares are then listed or quoted, and any
applicable federal or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.



     k. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan
for incentive compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights that are greater than
those of a general creditor of the Company. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created under the Plan to
deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided,
however, that the existence of such trusts or other arrangements is consistent with the
unfunded status of the Plan.



     l. Compliance with Code Section 409A. It is intended that no Award granted under this
Plan shall be subject to any interest or additional tax under Section 409A of the Code. In the
event Code Section 409A is amended after the date hereof, or regulations or other guidance is
promulgated after the date hereof that would make an Award under the Plan subject to the provisions
of Code Section 409A, then the terms and conditions of this Plan shall be interpreted and applied,
to the extent possible, in a manner to avoid the imposition of the provisions of Code Section 409A.



     m. Performance Conditions. The Committee may require the satisfaction of certain
performance goals as a condition to the grant or vesting of any Award provided under the Plan.



19. Effective Date and Term of Plan.




     This Plan shall become effective upon shareholder approval at the 2008 Annual Meeting of
Shareholders of the Company in accordance with the shareholder approval provisions of Section 15.
This Plan shall continue in effect for a term of ten years following the date of shareholder
approval of the Plan unless sooner terminated under Section 16 of the Plan. This Plan shall not
become effective if not approved by the shareholders of the Company at the Company’s 2008 Annual
Meeting of Shareholders.



20









 





CERTIFICATE OF SECRETARY




     The undersigned Secretary of Ixia, a California corporation, hereby certifies that the
foregoing is a true and correct copy of the Company’s 2008 Equity Incentive Plan.



     IN WITNESS WHEREOF, the undersigned has executed this document as of the date set forth below.



	 	 	 	 	 
	Date:                                                            , 2008
	 	 	 	 
	 

	 	 

Ronald W. Buckly, Secretary
	 	 






 









 








IXIA

2008 EQUITY INCENTIVE PLAN

Stock Option Agreement



Ixia (“Company”) hereby grants to you an Option under the Ixia 2008 Equity
Incentive Plan (the “Plan”) to purchase the number of shares of Company Common
Stock set forth below.




	 	 	 
	Name:
	 	 
	 
	 	 
	Employee ID #:
	 	 
	 
	 	 
	Date of Grant:
	 	 
	 
	 	 
	Type of Option:

	 	[NSO/ISO]
	 
	 	 
	Number of Shares:
	 	 
	 
	 	 
	Exercise Price:
	 	 
	 
	 	 
	Payment:

	 	[e.g., Payment of the exercise price and applicable taxes may be made
(i) by cash or check and/or (ii) pursuant to a “Cashless” exercise (see Option
Terms and Conditions attached hereto).]
	 
	 	 
	Vesting Schedule:

	 	[e.g.,
                                         shares on M/D/Y and as to the remaining                     
shares in [12] equal [quarterly] installments, with the first such
installment vesting on M/D/Y, and one additional installment vesting on the
last day of each calendar quarter thereafter, as long as you remain an employee
of the Company.]
	 
	 	 
	Expiration Date:

	 	[e.g., This Option will expire at 5:00 p.m., Pacific Time, on
the [seven] year anniversary of the date of grant;
provided, however, that in
the event of your termination of employment with the Company or your disability
or death, the provisions of Sections 6 and 7 of the Option Terms and Conditions
attached hereto shall apply to your right to exercise the Option.]
	 
	 	 
	 

	 	This Stock Option Agreement
consists of this page and of
the Option Terms and
Conditions attached hereto.
By signing below, you accept
the grant of this Option and
agree that this Option is
subject in all respects to
the terms and conditions of
the Plan. Copies of the
Plan and Prospectus
containing information
concerning the Plan are
attached or are available
upon
                     upon request
to
                     at
(818)                     
or
                    @ixiacom.com.





You further acknowledge and agree that (i) you have carefully reviewed this
Stock Option Agreement (including the Option Terms and Conditions attached
hereto) and the Plan and (ii) this Stock Option Agreement and the Plan set
forth the entire understanding between you and the Company regarding this
Option and supersede all prior oral and written agreements with respect
thereto.




          IXIA




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 
	 	 	 	 
	Print Name:

	 	 	 	 	Date
	Title:   

	 	 

	 	 	 	 
	 

	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Participant Signature 	 	 	 	Date








 









 





IXIA 2008 EQUITY INCENTIVE PLAN

Stock Option Agreement — Option Terms and Conditions



The following Terms and Conditions apply to the stock option granted by Ixia (“Company”) to the
Participant whose name appears on the Stock Option Agreement to which these Terms and Conditions
are attached.





	1.	 	Ixia 2008 Equity Incentive Plan. This Option is in all respects subject to the terms,
definitions and provisions of the Ixia 2008 Equity Incentive Plan (the “Plan”) adopted by Ixia
and incorporated herein by reference. The terms defined in the Plan shall have the same
meanings herein.
	 
	2.	 	Nature of the Option. This Option is intended to be [a nonstatutory stock option and is
not intended to be an incentive stock option] or [an incentive stock option] within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
	 
	3.	 	Method of Payment. The aggregate exercise price of the Shares purchased upon an exercise, in
whole or in part, of the Option may be paid:






	 	(a)	 	Payment in Cash. In the form of a check made payable to the Company or its
designated agent or cash, including cash from funds deposited in the “OptionsLink”
online securities account maintained by a Participant with E*Trade Securities LLC
(“E*Trade”) as an employee of the Company or such other brokerage firm as may be
designated by the Company in connection with any Company plan or arrangement providing
for investment in Common Stock of the Company; or
	 
	 	(b)	 	Cashless Exercise. Through a special sale and remittance procedure commonly
referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which
the Participant (or any other person(s) entitled to exercise the Option) shall
concurrently provide irrevocable written instructions:






	 	(i)	 	to such third party service provider as may be designated by the
Company, including without limitation E*Trade (through your on-line account) or
such other brokerage firm as may be designated by the Company in connection with
any Company plan or arrangement providing for investment in Common Stock of the
Company to effect the immediate sale of a sufficient number of the Shares
purchased upon the exercise of the Option to enable such third-party (e.g.,
E*Trade or other designated third party) to remit, out of the sales proceeds
available upon the settlement date, sufficient funds to the Company to cover the
aggregate exercise price payable for the purchased Shares plus all applicable
federal, state and local income and employment taxes required to be withheld by
the Company by reason of such exercise and/or sale; and
	 
	 	(ii)	 	to the Company to deliver any certificate(s) or other evidence of
ownership for the purchased Shares directly to such third party (e.g., E*Trade
or other designated third party) in order to complete the sale transaction.






	4.	 	Exercise of Option. This Option shall be exercisable during its term only in accordance with
the terms and provisions of the Plan and this Option as follows:






	 	(a)	 	This Option shall vest and be exercisable cumulatively as set forth on the
first page of the Stock Option Agreement. A Participant who has maintained his or her
Continuous Status as an Employee since the grant of this Option may exercise the
exercisable portion of his or her Option in whole or in part at any time during his or
her employment; provided, however, that an Option may not be exercised
for a fraction of a Share. In the event of the Participant’s termination of employment with




 









 






	 	 	 	the Company or Participant’s disability or death, the provisions of Sections 6 or
7 below shall apply to the right of the Participant to exercise the Option.
	 
	 	(b)	 	This Option shall be exercisable by following such procedures as may from time
to time be prescribed by the Company, E*Trade (in connection with the OptionsLink
online securities account maintained by you with E*Trade as an employee of the Company)
or such other brokerage firm as may be designated by the Company in connection with any
Company plan or arrangement providing for investment in Common Stock of the Company.
	 
	 	(c)	 	No rights of a shareholder shall exist with respect to the Shares under this
Option as a result of the mere grant of this Option or the exercise of this Option.
Such rights shall exist only after issuance of a stock certificate or electronic
transfer of the shares to the Participant’s brokerage account in accordance with the
Plan.






	5.	 	Restrictions on Exercise. This Option may not be exercised if the issuance of Shares upon
Participant’s exercise or the method of payment of consideration for such Shares would
constitute a violation of any applicable Federal or state securities law or other applicable
law or regulation. As a condition to the exercise of this Option, the Company may require the
Participant to make any representation and warranty to the Company as may be required by any
applicable law or regulation.
	 
	6.	 	Termination of Employment. If the Participant ceases to serve as an Employee for any reason
other than death or permanent and total disability (within the meaning of Section 22(e)(3) of
the Code) or Termination for Cause and thereby terminates his or her Continuous Status as an
Employee, the Participant shall have the right to exercise this Option at any time within 90
days after the date of such termination to the extent that the Participant was entitled to
exercise this Option at the date of such termination. To the extent that the Participant was
not entitled to exercise this Option at the date of termination, or to the extent this Option
is not exercised within the time specified herein, this Option shall terminate.
Notwithstanding the foregoing, this Option shall not be exercisable as to any vested
installment after the expiration of the four-year “term” for such installment as described in
Section 8 hereof. If the Participant ceases to serve as an Employee due to his or her
Termination for Cause and thereby terminates his or her Continuous Status as an Employee, the
Participant shall immediately forfeit the Option subject to this Agreement.
	 
	7.	 	Death or Disability. If the Participant ceases to serve as an Employee due to death or
permanent and total disability (within the meaning of Section 22(e)(3) of the Code), this
Option may be exercised at any time within 180 days after the date of death or termination of
employment due to disability, in the case of death, by the Participant’s estate or by a person
who acquired the right to exercise this Option by bequest or inheritance, or, in the case of
disability, by the Participant, but in any case only to the extent the Participant was
entitled to exercise this Option at the date of such termination. To the extent that the
Participant was not entitled to exercise this Option at the date of termination, or to the
extent this Option is not exercised within the time specified herein, this Option shall
terminate. Notwithstanding the foregoing, this Option shall not be exercisable as to any
vested installment after the expiration of the four-year “term” for such installment as
described in Section 8 hereof.
	 
	8.	 	Term of Option. This Option shall expire and terminate for all purposes at 5:00 p.m.,
Pacific Time, on the expiration date set forth on the first page of the Stock Option
Agreement. To the extent that this Option is not exercised prior to such time and date, this
Option shall expire and terminate. This Option shall be subject to earlier termination as
provided in Sections 6 and 7 above. This Option may be exercised only in accordance with the
Plan and these Terms and Conditions. Notwithstanding any provision in the Plan or in these
Terms and Conditions with respect to the post-employment exercise of this Option, this Option
may not be exercised with respect to any Shares subject to any vested installment
after expiration of the term of this Option.
	 
	9.	 	Withholding upon Exercise of Option. The Company reserves the right to withhold, in
accordance with any applicable laws, from any consideration payable to Participant any taxes
required to be withheld by Federal, state or local law as a result of the grant or exercise of
this Option or the sale or other disposition of the Shares




 









 






	 	 	issued upon exercise of this
Option. If the amount of any consideration payable to the Participant is insufficient to pay
such taxes or if no consideration is payable to the Participant, upon the request of the
Company, the Participant shall pay to the Company in cash an amount sufficient for the Company
to satisfy any Federal, state or local tax withholding requirements it may incur as a result
of the grant or exercise of this Option or the sale or other disposition of the Shares
issued
upon the exercise of this Option.
	 
	10.	 	Nontransferability of Option. This Option may not be sold, pledged, assigned, hypothecated,
gifted, transferred or disposed of in any manner either voluntarily or involuntarily by
operation of law, other than by will or by the laws of descent or distribution. Subject to
the foregoing and the terms of the Plan, the terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Participant.
	 
	11.	 	No Right of Employment. Neither the Plan nor this Option shall confer upon the Participant
any right to continue in the employment of the Company or limit in any respect the right of
the Company to discharge the Participant at any time, with or without cause and with or
without notice.
	 
	12.	 	Miscellaneous.






	 	(a)	 	Successors and Assigns. This Option Agreement shall bind and inure
only to the benefit of the parties to this Option Agreement (the “Parties”) and their
respective successors and assigns.
	 
	 	(b)	 	No Third-Party Beneficiaries. Nothing in this Option Agreement is
intended to confer any rights or remedies on any persons other than the Parties and
their respective successors or assigns. Nothing in this Option Agreement is intended
to relieve or discharge the obligation or liability of third persons to either Party.
No provision of this Option Agreement shall give any third person any right of
subrogation or action over or against either Party.
	 
	 	(c)	 	Amendments.






	 	(i)	 	The Committee reserves the right to amend the terms and
provisions of this Option without the Participant’s consent to comply with any
Federal or state securities law.
	 
	 	(ii)	 	Except as specifically provided in subsection 12(c)(i) above,
this Option Agreement and these Terms and Conditions shall not be changed or
modified, in whole or in part, except by supplemental agreement signed by the
Parties. Either Party may waive compliance by the other Party with any of the
covenants or conditions of this Option Agreement, but no waiver shall be binding
unless executed in writing by the Party making the waiver. No waiver or any
provision of this Option Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. Any consent under this Option Agreement shall
be in writing and shall be effective only to the extent specifically set forth
in such writing.






	 	(d)	 	Governing Law. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made or actions taken pursuant hereto shall be
governed by the laws of the State of California, without regard to the conflict of laws
rules thereof.
	 
	 	(e)	 	Severability. If any provision of this Option Agreement or the
application of such provision to any person or circumstances is held invalid or
unenforceable, the remainder of this Option Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held invalid
or unenforceable, shall not be affected thereby.





*   *   *   *




 









 








2008 Equity Incentive Plan

Restricted Stock Award Agreement



Ixia (“Company”) hereby grants to you a Restricted Stock Award under the Ixia 2008 Equity Incentive
Plan (the “Plan”), as set forth below. Capitalized terms defined in the Plan but not in
this Agreement shall have the meanings given to them herein.




	 	 	 
	Name:
	 	 
	 
	 	 
	Date of Grant:
	 	 
	 
	 	 
	Number of Shares of
	 	 
	Restricted Stock:
	 	 
	 
	 	 
	Nature of
	 	 
	Restricted Stock:

	 	Each Share of Restricted Stock represents the right to
receive one share (“Share”) of Company Common Stock,
subject to the risk of forfeiture as described herein
and in the Plan.
	 
	 	 
	Vesting Schedule:

	 	[e.g., The Shares of Restricted Stock will vest in
[___] equal [annual/quarterly] installments, with the
first installment vesting on [                    ] and the
remaining installments vesting on [                    ] of
each of the [___] calendar quarters thereafter, as
long as you remain an Employee of the Company through
each such vesting date.][e.g., The Shares of
Restricted Stock will vest on the last day of the
Performance Period, as long as you remain an Employee
of the Company through such date and provided that the
following performance goals are achieved at the end of
the Performance Period:                (“Performance
Goals”).]
	 
	 	 
	Forfeiture:

	 	[e.g., If you cease to serve as an Employee for any
reason prior to the time restrictions on the Shares of
Restricted Stock lapse, you will forfeit any Shares of
Restricted Stock which are still subject to the
restrictions at the time of your termination of
employment.][e.g., If you cease to serve as an
Employee for any reason prior to the date on which the
Performance Period ends, or if the Performance Goals
are not achieved, any Shares of Restricted Stock which
are still subject to the restrictions shall not vest
and shall automatically be cancelled and forfeited for
no value.]
	 
	 	 
	Taxes:

	 	Payment of the applicable taxes in connection with the
vesting of Restricted Stock shall be a condition to
the delivery of Shares upon any vesting of the
Restricted Stock (see Restricted Stock Terms and
Conditions attached hereto).





This Restricted Stock Award Agreement consists of this page and the Restricted Stock Terms and
Conditions attached hereto. By signing below, you accept the grant of this Restricted Stock Award
and agree that this Restricted Stock Award is subject in all respects to the terms and conditions
of the Plan located on the Company’s internal website at                                         . Copies of the Plan and a
Prospectus containing information concerning the Plan are available upon request to                                         
at                                         or                                     
     @ixia.com.



You further acknowledge and agree that (i) you have carefully reviewed this Restricted Stock Award
Agreement (including the Restricted Stock Terms and Conditions attached hereto) and the Plan and
(ii) this Restricted Stock Award Agreement and the Plan set forth the entire understanding between
you and the Company regarding this Restricted Stock Award and supersede all prior or
contemporaneous oral and written agreements with respect thereto.




IXIA








 









 







	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 
	 	 	 	 
	Print Name:

	 	 	 	 	Date
	Title:   

	 	 

	 	 	 	 
	 

	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Participant	 	 	 	Date







 









 







IXIA 2008 EQUITY INCENTIVE PLAN

Restricted Stock Award Agreement — Terms and Conditions



The following Terms and Conditions apply to the Restricted Stock granted by Ixia (“Company”) to the
Participant whose name appears on the Restricted Stock Award Agreement to which these Terms and
Conditions are attached (the “Restricted Stock”).



1. Award Subject to Plan. This Award is made under and is expressly subject to all the terms and
provisions of the Ixia 2008 Equity Incentive Plan (the “Plan”) adopted by the Company and
incorporated herein by reference. The terms defined in the Plan shall have the same meanings
herein



2. Vesting of Restricted Stock.





	 	(a)	 	[e.g., Upon each vesting date for the Restricted Stock Award (each, a “Vesting
Date”), one share of Common Stock shall be deliverable for each Restricted Stock that
vests on such date, subject to the terms and provisions of the Plan and this Restricted
Stock Award Agreement.][e.g., Following the end of the Performance Period, provided you
remain employed by the Company during such period and the Performance Goals are
achieved at the end of the Performance Period, one share of Common Stock shall be
deliverable for each Restricted Stock, subject to the terms and provisions of the Plan
and this Restricted Stock Award Agreement.] Following vesting, the Company will
deliver such Shares to the Participant as soon as administratively feasible and
following satisfaction of any required withholding tax obligations as provided in
Section 4 below. Notwithstanding anything to the contrary set forth herein, delivery
of Shares pursuant to a Restricted Stock Award shall be made no later than 2 1/2 months
after the close of Company’s first taxable year in which such Shares are no longer
subject to a substantial risk of forfeiture (within the meaning of Section 409A of the
Code).
	 
	 	(b)	 	To the extent the Restricted Stock vests and Shares are delivered to the
Participant, such Shares will be free of the terms and conditions of this Restricted
Stock Award Agreement.
	 
	 	(c)	 	All rights of a shareholder shall exist with respect to the Restricted Stock as
a result of the grant of the Restricted Stock. Such rights shall exist beginning on
the date of grant of the Restricted Stock Award and subject to execution of this
Restricted Stock Award Agreement; however, any Shares or any other property (other than
cash) distributed as a dividend or otherwise with respect to any such Shares as to
which the restrictions have not yet lapsed shall be subject to the same restrictions as
the Shares subject to the Restricted Stock Award.




3. Delivery of Shares. The Shares of Restricted Stock described herein shall be granted in the
form of Shares registered in the name of the Participant but held by the Company until the
restrictions on the award lapse, subject to forfeiture as provided herein.



4. Taxes. The Participant is responsible for any federal, state, local or other income, employment
or other applicable taxes required to be withheld under Federal, state, local or other law in
connection with: (i) the vesting of the Restricted Stock Award and the issuance and delivery of
Shares to the Participant, or (iii) any other event occurring pursuant to this Restricted Stock
Award Agreement or the Plan (collectively, “Taxes”). The Participant acknowledges that in
connection with the issuance of Shares upon the vesting of Restricted Stock, the Company is
required to withhold from the Participant an amount that is sufficient to satisfy the Company’s Tax
withholding obligations. Notwithstanding any contrary provision of this Restricted Stock Award
Agreement or the Plan, no Shares will be issued to the Participant (or his or her estate, if
applicable) upon vesting of Restricted Stock unless and until satisfactory arrangements (as
determined by the Committee) have been made by the Participant with respect to the withholding and
payment of Taxes which the Company determines must be withheld with respect to such Shares.
Notwithstanding any contrary provision of this Restricted Stock Award Agreement or the Plan, no
Shares will be issued to the participant upon vesting of any Restricted Stock following the
fifteenth day of the third month of the calendar year following the calendar year in which such
Restricted Stock vests. The Committee, in its sole discretion and pursuant to such procedures as
it may specify from time to time, may (but is not required to) permit the Participant to satisfy
such Tax withholding obligations in any of the following ways:




 









 






	 	(a)	 	Payment in Cash. The Participant may elect to pay to the Company an amount
sufficient to cover such Taxes by delivering to the Company a check or by making a cash
deposit in the Participant’s brokerage account with E*Trade Securities LLC (“E*Trade”)
or such other brokerage firm as may be designated by the Company in
connection with any Company plan or arrangement providing for investment in Common
Stock of the Company.
	 
	 	(b)	 	Cashless Exercise. Through a special sale and remittance procedure commonly
referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which
the Participant (or any other person(s) entitled to receive such Shares upon vesting)
shall concurrently provide irrevocable written instructions:






	 	(i)	 	to such third party service provider as may be designated by
Company, including without limitation E*Trade (through your on-line account) or
such other brokerage firm as may be designated by the Company in connection with
any Company plan or arrangement providing for investment in Common Stock of the
Company to effect the immediate sale of a sufficient number of the Shares
delivered upon the vesting of the Shares to enable such brokerage firm to remit,
out of the sales proceeds available upon the settlement date, sufficient funds
to the Company to cover the aggregate exercise price payable for the purchased
Shares plus all applicable federal, state and local income and employment taxes
required to be withheld by the Company by reason of such exercise and/or sale;
and
	 
	 	(ii)	 	to the Company to deliver any certificate(s) or other evidence of
ownership for such sold Shares directly to such third party (e.g., E*Trade or
other designated third party) in order to complete the sales transaction.






	 	(c)	 	Payment by Withholding of Shares. In the Company’s sole discretion and in lieu
of the Participant’s election under Section 4(b), the Company may elect to retain that
number of whole Shares which would otherwise be deliverable in connection with the
Restricted Stock Award upon vesting and which have a Fair Market Value sufficient to
satisfy the amount of the Taxes required to be withheld. “Fair Market Value” for this
purpose shall be as determined in the Plan as of the applicable date.
	 
	 	(c)	 	Company Rights. Any elections permitted to be made pursuant to this Section 4
shall be made in writing or via electronic transmission on such form as shall be
prescribed by the Company for such purpose. The Company also reserves the right to
withhold Taxes, in accordance with any applicable law, from any compensation or other
amounts payable to the Participant and/or from the Shares otherwise deliverable to the
Participant upon the vesting of the Restricted Stock.




5. Termination of Employment. [e.g., If the Participant ceases to serve as an Employee for any
reason prior to the time restrictions on the Shares of Restricted Stock awarded pursuant to this
Restricted Stock Award Agreement lapse and thereby terminates his or her Continuous Status as an
Employee, the Participant shall forfeit any Shares of Restricted Stock which are still subject to
the restrictions at the time of termination of such employment.][e.g., If the Participant ceases to
serve as an Employee for any reason prior to the end of the Performance Period and thereby
terminates his or her Continuous Status as an Employee, the Participant shall forfeit any Shares of
Restricted Stock which are still subject to the restrictions at the time of termination of such
employment.]



6. Nontransferability. The Shares awarded pursuant to this Restricted Stock Award are
nontransferable by the Participant until vested as set forth on the first page of this Restricted
Stock Award Agreement. Prior to the time such Shares become transferable, the Shares of Restricted
Stock shall bear a legend indicating their nontransferability.



7. No Right of Employment. Neither the Plan nor this Restricted Stock Award shall confer upon the
Participant any right to continue in the employment of the Company or limit in any respect the
right of the Company to discharge the Participant at any time, with or without cause and with or
without notice.



8. Amendments.





	 	(a)	 	The Committee reserves the right to amend the terms and provisions of this
Restricted Stock Award without the Participant’s consent to comply with any Federal or
state securities law.




 









 






	 	(b)	 	Except as specifically provided in subsection (i) above, this Restricted Stock
Award Agreement shall not be changed or modified, in whole or in part, except by
supplemental agreement signed by the Parties. Either Party may waive compliance by the
other Party with any of the covenants or conditions of this Restricted Stock Award
Agreement, but no waiver shall be binding unless executed in writing by the Party
making the waiver.
No waiver or any provision of this Restricted Stock Award Agreement shall be deemed,
or shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. Any consent under this Restricted
Stock Award Agreement shall be in writing and shall be effective only to the extent
specifically set forth in such writing.





9. Miscellaneous.





	 	(a)	 	Successors and Assigns. This Restricted Stock Award Agreement shall bind and
inure only to the benefit of the parties to this Restricted Stock Award Agreement (the
“Parties”) and their respective permitted successors and assigns.
	 
	 	(b)	 	No Third-Party Beneficiaries. Nothing in this Restricted Stock Award Agreement
is intended to confer any rights or remedies on any persons other than the Parties and
their respective permitted successors or assigns. Nothing in this Restricted Stock
Award Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Restricted Stock Award Agreement
shall give any third person any right of subrogation or action over or against any
Party.
	 
	 	(c)	 	Governing Law. To the extent that Federal laws do not otherwise control, the
Plan and all determinations made or actions taken pursuant hereto shall be governed by
the laws of the state of California, without regard to the conflict of laws rules
thereof.




10. Severability. If any provision of this Restricted Stock Award Agreement or the application of
such provision to any person or circumstances is held invalid or unenforceable, the remainder of
this Restricted Stock Award Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby.




*   *   *   *




 









 









2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement




Ixia (“Company”) hereby grants to you a Restricted Stock Unit Award under the Ixia 2008 Equity
Incentive Plan (the “Plan”), as set forth below. Capitalized terms defined in the Plan but
not in this Agreement shall have the meanings given to them herein.



	 	 	 
	Name:
	 	 
	 
	 	 
	Date of Grant:
	 	 
	 
	 	 
	Number of
	 	 
	Restricted Stock Units:
	 	 
	 
	 	 
	Nature of
	 	 
	Restricted Stock Units:

	 	Each Restricted Stock Unit represents the right to
receive one share (“Share”) of Company Common
Stock to be issued and delivered at the end of the
applicable [vesting period/Performance Period],
subject to the risk of cancellation as described
herein and in the Plan .
	 
	 	 
	Vesting Schedule:

	 	[e.g., The Restricted Stock Units will vest in
[___] equal [annual/quarterly] installments, with
the first installment vesting on [                    ] and
the remaining installments vesting on
[                    ] of each of the [___] calendar
quarters thereafter, as long as you remain an
Employee of the Company through each such vesting
date.] [e.g., The Restricted Stock Units will vest
on the last day of the Performance Period, as long
as you remain an Employee of the Company through
such date and provided that the following
performance goals are achieved at the end of the
Performance Period:                                         (“Performance
Goals”).]
	 
	 	 
	Forfeiture:

	 	[e.g., If you cease to serve as an Employee for
any reason, any Restricted Stock Units which are
not vested as of the date of such termination
shall not vest and shall automatically be
cancelled and forfeited for no value and without
any issuance of Shares.] [e.g., If you cease to
serve as an Employee for any reason prior to the
date on which the Performance Period ends, or if
the Performance Goals are not achieved, any
Restricted Stock Units shall not vest and shall
automatically be cancelled and forfeited for no
value and without any issuance of Shares.]
	 
	 	 
	Taxes:

	 	Payment of the applicable taxes in connection with
the vesting of Restricted Stock Units shall be a
condition to the issuance and delivery of Shares
upon any vesting of the Restricted Stock Units
(see Restricted Stock Unit Terms and Conditions
attached hereto).





This Restricted Stock Unit Award Agreement consists of this page and the Restricted Stock Unit
Terms and Conditions attached hereto. By signing below, you accept the grant of this Restricted
Stock Unit Award and agree that this Restricted Stock Unit Award is subject in all respects to the
terms and conditions of the Plan located on the Company’s internal website at                                         .
Copies of the Plan and a Prospectus containing information concerning the Plan are available upon
request to                                         at                                        
  or                                         @ixia.com.








 









 








You further acknowledge and agree that (i) you have carefully reviewed this Restricted Stock Unit
Award Agreement (including the Restricted Stock Unit Terms and Conditions attached hereto) and the
Plan and (ii) this Restricted Stock Unit Award Agreement and the Plan set forth the entire
understanding between you and the Company regarding this Restricted Stock Unit Award and supersede
all prior or contemporaneous oral and written agreements with respect thereto.




IXIA




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 
	 	 	 	 
	Print Name:

	 	 	 	 	Date
	Title:

	 	 

	 	 	 	 
	 

	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Participant	 	 	 	Date









 











 





IXIA 2008 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Agreement — Restricted Stock Unit Terms and Conditions



The following Restricted Stock Unit Terms and Conditions apply to the Restricted Stock Unit Award
granted by Ixia (“Company”) to the Participant whose name appears on the Restricted Stock Unit
Award Agreement cover page to which these Restricted Stock Unit Terms and Conditions are attached.





	1.	 	2008 Equity Incentive Plan. This Restricted Stock Unit Award is in all respects subject to
the terms, definitions and provisions of the Ixia 2008 Equity Incentive Plan (the
“Plan”) adopted by Ixia and incorporated herein by reference. Capitalized terms
defined in the Plan but not defined in this Restricted Stock Unit Award Agreement shall have
the meanings given to them in the Plan.
	 
	2.	 	Vesting of Restricted Stock Units Awards.






	 	(a)	 	[e.g., Upon each vesting date for the Restricted Stock Unit Award (each, a
“Vesting Date”), one share of Company Common Stock shall be issuable for each
Restricted Stock Unit that vests on such date, subject to the terms and provision of
the Plan and this Restricted Stock Unit Award Agreement.] [e.g., Following the end of
the Performance Period, provided you remain employed by the Company during such period
and the Performance Goals are achieved at the end of the Performance Period, one share
of Company Common Stock shall be issuable for each Restricted Stock Unit, subject to
the terms and provisions of the Plan and this Restricted Stock Unit Award Agreement.]
Following vesting, the Company will issue and transfer such Shares to the Participant
as soon as administratively feasible and following satisfaction of any required
withholding tax obligations as provided in Section 4 below. Notwithstanding anything
to the contrary set forth herein, delivery of Shares pursuant to a Restricted Stock
Unit Award shall be made no later than 2 1/2 months after the close of the Company’s
first taxable year in which such Shares are no longer subject to a substantial risk of
forfeiture (within the meaning of Section 409A of the Code).
	 
	 	(b)	 	To the extent the Restricted Stock Units vest and Shares are issued and
delivered to the Participant, such Shares will be free of the terms and conditions of
this Restricted Stock Unit Award Agreement.
	 
	 	(c)	 	No rights of a shareholder shall exist with respect to the Restricted Stock
Units as a result of the mere grant of the Restricted Stock Units. Such rights shall
exist only after issuance of the Shares following the applicable Vesting Date.






	3.	 	Delivery of Shares upon Vesting of Restricted Stock Units. Restricted Stock Units (if not
previously forfeited) will automatically be settled [e.g., on or about the Vesting Date or
Vesting Dates set forth on the cover page of this Restricted Stock Unit Award Agreement][e.g.,
following the end of the Performance Period set forth on the cover page of this Restricted
Unit Award Agreement, provided that the Performance Goals are achieved at the end of the
Performance Period and the Participant remains employed with the Company through such date].
The Company may make delivery of Shares upon vesting of Restricted Stock Units either by (i)
delivering one or more stock certificates representing such Shares to the Participant,
registered in the name of the Participant, or (ii) electronically depositing such Shares into
an online securities account maintained for the Participant as an employee of the Company with
E*Trade Securities LLC (“E*Trade”) or such other brokerage firm as may be designated by the
Company in connection with any Company plan or arrangement providing for investment in Common
Stock of the Company. All certificates for Shares and all Shares shall be subject to such
stop transfer orders and other restrictions as the Company may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock
exchange or quotation system upon which the Shares are then listed or quoted, and any
applicable Federal or state securities law, and the Company may cause a legend or legends to
be put on any such certificates to make appropriate reference to such restrictions.
	 
	4.	 	Taxes. The Participant is responsible for any federal, state, local or other income,
employment or other applicable taxes required to be withheld under Federal, state, local or
other law in connection with: (i) the vesting of the Restricted Stock Unit Award and the
issuance and delivery of Shares to the Participant, or (iii) any other event occurring
pursuant to this Restricted Stock Unit Award Agreement or the Plan (collectively,
“Taxes”). The Participant acknowledges that in connection with the issuance of Shares
upon the vesting of Restricted Stock Units, the Company is required to withhold from the
Participant an amount that is sufficient to satisfy the Company’s Tax withholding obligations.
Notwithstanding any contrary provision of this Restricted Stock Unit Award Agreement or the
Plan, no Shares will be issued to the Participant (or his or her




 









 






	 	 	estate, if applicable) upon vesting of Restricted Stock Units unless and until satisfactory
arrangements (as determined by the Committee) have been made by the Participant with respect
to the withholding and payment of Taxes which the Company determines must be withheld with
respect to such Shares. Notwithstanding any contrary provision of this Restricted Stock
Unit Award Agreement or the Plan, no Shares will be issued to the participant upon vesting
of any Restricted Stock Unit following the fifteenth day of the third month of the calendar
year following the calendar year in which such Restricted Stock Unit vests. The Committee,
in its sole discretion and pursuant to such procedures as it may specify from time to time,
may (but is not required to) permit the Participant to satisfy such Tax withholding
obligations in any of the following ways:






	 	(a)	 	Payment in Cash. The Participant may elect to pay to the Company an amount
sufficient to cover such Taxes by delivering to the Company a check or by making a cash
deposit in the Participant’s brokerage account with E*Trade Securities LLC (“E*Trade”)
or such other brokerage firm as may be designated by the Company in connection with any
Company plan or arrangement providing for investment in Common Stock of the Company.
	 
	 	(b)	 	Cashless Exercise. Through a special sale and remittance procedure commonly
referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which
the Participant (or any other person(s) entitled to receive the Shares upon vesting)
shall concurrently provide irrevocable written instructions:






	 	(i)	 	to such third party service provider as may be designated by
the Company, including without limitation E*Trade (through the Participant’s
on-line account) or such other brokerage firm as may be designated by the
Company in connection with any Company plan or arrangement providing for
investment in Common Stock of the Company to effect the immediate sale of a
sufficient number of the Shares acquired upon the vesting of the Shares to
enable such brokerage firm to remit, out of the sales proceeds available upon
the settlement date, sufficient funds to the Company to cover all applicable
federal, state and local income and employment taxes required to be withheld by
the Company by reason of such exercise and/or sale; and
	 
	 	(ii)	 	to the Company to deliver any certificate(s) or other evidence
of ownership for such sold Shares directly to such third party (e.g., E*Trade
or other designated third party) in order to complete the sales transaction.






	 	(c)	 	Payment by Withholding of Shares. In the Company’s sole discretion and in lieu
of the Participant’s election under Section 4(b), the Company may elect to retain that
number of whole Shares which would otherwise be deliverable in connection with the
Restricted Stock Unit Award upon vesting and which have a Fair Market Value sufficient
to satisfy the amount of the Taxes required to be withheld. “Fair Market Value” for
this purpose shall be as determined in the Plan as of the applicable Vesting Date.
	 
	 	(d)	 	Company Rights. Any elections permitted to be made pursuant to this Section 4
shall be made in writing or via electronic transmission on such form as shall be
prescribed by the Company for such purpose. The Company also reserves the right to
withhold Taxes, in accordance with any applicable law, from any compensation or other
amounts payable to the Participant and/or (ii) the Shares otherwise issuable to the
Participant.






	5.	 	Termination of Employment. [e.g., If the Participant ceases to serve as an Employee for any
reason and thereby terminates his or her Continuous Status as an Employee, the Participant’s
Restricted Stock Units which are not vested as of the date of such termination shall not vest
and shall automatically be cancelled and forfeited for no value and without any issuance of
Shares.][e.g., If the Participant ceases to serve as an Employee for any reason and thereby
terminates his or her Continuous Status as an Employee prior to the end of the Performance
Period, the Participant’s Restricted Stock Units shall not vest and shall automatically be
cancelled and forfeited for no value and without any issuance of Shares.]
	 
	6.	 	Nontransferability of Restricted Stock Units. This Restricted Stock Unit Award may not be
sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either
voluntarily or involuntarily by operation of law, other than transfers between spouses
incident to a divorce. Subject to the foregoing and the terms of the Plan, the terms of this
Restricted Stock Unit Award shall be binding upon the executors,




 









 






	 	 	administrators, heirs, successors and assigns of the Participant. The Shares issued upon
vesting of the Restricted Stock Unit Award will not be subject to restrictions on transfer
under this Section 6.







	7.	 	No Dividend Equivalents. The Participant shall not be entitled to receive, currently or on a
deferred basis, any payments (i.e., “dividend equivalents”) equivalent to cash, stock or other
property paid by the Company as dividends on the Company’s Common Stock prior to the vesting
of the Restricted Stock Units.
	 
	8.	 	No Right of Employment. Neither the Plan nor this Restricted Stock Unit Award shall confer
upon the Participant any right to continue in the employment of the Company or limit in any
respect the right of the Company to discharge the Participant at any time, with or without
cause and with or without notice.
	 
	9.	 	Restrictions on Issuance. Shares shall not be issued with respect to this Restricted Stock
Unit Award if the issuance of Shares would constitute a violation of any applicable Federal or
state securities law or other applicable law or regulation. As a condition to the issuance of
Shares pursuant to this Restricted Stock Unit Award, the Company may require the Participant
to make any representation and warranty to the Company as may be required by any applicable
law or regulation.
	 
	10	 	Miscellaneous.






	 	(a)	 	Successors and Assigns. This Restricted Stock Unit Award Agreement shall bind
and inure only to the benefit of the parties to this Restricted Stock Unit Award
Agreement (the “Parties”) and their respective permitted successors and
assigns.
	 
	 	(b)	 	No Third-Party Beneficiaries. Nothing in this Restricted Stock Unit Award
Agreement is intended to confer any rights or remedies on any persons other than the
Parties and their respective permitted successors or assigns. Nothing in this
Restricted Stock Unit Award Agreement is intended to relieve or discharge the
obligation or liability of third persons to any Party. No provision of this Restricted
Stock Unit Award Agreement shall give any third person any right of subrogation or
action over or against any Party.
	 
	 	(c)	 	Amendments.






	 	(i)	 	The Committee reserves the right to amend the terms and
provisions of this Restricted Stock Unit Award without the Participant’s
consent to comply with any Federal or state securities law.
	 
	 	(ii)	 	Except as specifically provided in subsection (i) above, this
Restricted Stock Unit Award Agreement shall not be changed or modified, in
whole or in part, except by supplemental agreement signed by the Parties.
Either Party may waive compliance by the other Party with any of the covenants
or conditions of this Restricted Stock Unit Award Agreement, but no waiver
shall be binding unless executed in writing by the Party making the waiver. No
waiver or any provision of this Restricted Stock Unit Award Agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. Any consent
under this Restricted Stock Unit Award Agreement shall be in writing and shall
be effective only to the extent specifically set forth in such writing.






	 	(d)	 	Governing Law. To the extent that Federal laws do not otherwise control, the
Plan and all determinations made or actions taken pursuant hereto shall be governed by
the laws of the state of California, without regard to the conflict of laws rules
thereof.
	 
	 	(e)	 	Severability. If any provision of this Restricted Stock Unit Award Agreement
or the application of such provision to any person or circumstances is held invalid or
unenforceable, the remainder of this Restricted Stock Unit Award Agreement, or the
application of such provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby.





*   *   *   *




 









 










Ixia 2008 Equity Incentive Plan

SAR Award Agreement



Ixia (“Company”) hereby grants to you a Share Appreciation Right Award under the 2008 Equity Incentive Plan (the
“Plan”), covering the number of share appreciation rights (“SARs”) set forth below.




	 	 	 
	Name:
	 	 
	 
	 	 
	Employee ID #:
	 	 
	 
	 	 
	Date of Grant:
	 	 
	 
	 	 
	Type of SARs:

	 	[e.g., Freestanding or Tandem]
	 
	 	 
	Number of SARs:
	 	 
	 
	 	 
	SARs Payable in:

	 	[e.g., Shares of Company Common Stock and/or Cash]
	 
	 	 
	Grant Price:

	 	$                    
	 
	 	 
	Vesting Schedule:

	 	[e.g.,                      SARs on M/D/Y and as to the remaining                      SARs in 12 equal quarterly
installments, with the first such installment vesting on M/D/Y, and one additional installment vesting on the last day
of each calendar quarter thereafter, as long as you remain an employee of the Company or a subsidiary thereof.]
	 
	 	 
	Expiration Date:

	 	[e.g., The SARs will expire at 5:00 p.m., Pacific Time, on the [                    ]-year anniversary of the
date of grant; provided, however, that in the event of your termination of employment with the Company or your
disability or death, the provisions of Sections 7 and 8 of the SAR Terms and Conditions attached hereto shall apply to
your right to exercise the SARs.]





This SAR Award Agreement (this “SAR Award Agreement”) consists of this page and the SAR Terms and Conditions attached
hereto. By signing below, you accept the grant of these SARs and agree that these SARs are subject in all respects to
the terms and conditions of the Plan. Copies of the Plan and Prospectus containing information concerning the Plan
are available upon request to                      at                      or                     @ixia.com.



You further acknowledge and agree that (i) you have carefully reviewed this SAR Award Agreement (including the SAR
Terms and Conditions attached hereto) and the Plan and (ii) this SAR Award Agreement and the Plan set forth the entire
understanding between you and the Company regarding these SARs and supersede all prior oral and written agreements
with respect thereto.




IXIA




	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Date
	 	 






	 	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	 	 






	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Participant
	 	 	 	Date	 	 










 









 





Ixia 2008 Equity Incentive Plan

SAR Award Agreement — Terms and Conditions



The following Terms and Conditions apply to the SARs granted by Ixia (“Company”) to the Participant
whose name appears on the SAR Award Agreement to which these Terms and Conditions are attached (the
“SARs”).





	1.	 	2008 Equity Incentive Plan. The SARs are in all respects subject to the terms, definitions
and provisions of the Ixia 2008 Equity Incentive Plan (the “Plan”) adopted by Ixia and
incorporated herein by reference. The terms defined in the Plan shall have the same meanings
herein.
	 
	2.	 	Payment of SAR Amount. The SARS shall be payable in shares of the Company’s Common Stock
and, upon exercise of the SARs, in whole or in part, the Participant shall be entitled to
receive from the Company such number of Shares as is determined by multiplying (x) the excess
of the Fair Market Value of a Share on the date of exercise over the Grant Price times (y) the
number of Shares with respect to which the SAR Award is exercised, and dividing such product
by (z) the Fair Market Value of a Share on the date of exercise. The resulting number
(rounded down to the nearest whole number) shall be the number of Shares to be issued to the
Participant upon the exercise of the SARs. The Participant shall not be entitled to receive
any fractional Share or cash for any fractional Share as a result of any such rounding down
upon exercise of the SARs.
	 
	3.	 	Exercise of SARs. The SARs shall be exercisable during their term only in accordance with
the terms and provisions of the Plan and these Terms and Conditions as follows:






	 	(a)	 	Vesting. The SARs shall vest and be exercisable cumulatively as set forth on
the first page of this SAR Award Agreement. Provided the Participant has maintained
his or her Continuous Status as an Employee since the grant of these SARs, the
Participant may exercise the exercisable (i.e., vested) portion of his or her SARs in
whole or in part at any time during his or her employment; provided,
however, that the SARs may not be exercised for a fraction of a Share. In the
event of the Participant’s termination of employment with the Company or the
Participant’s disability or death, the provisions of Sections 7 or 8 below shall apply
to the right of the Participant to exercise the SARs.
	 
	 	(b)	 	Manner of Exercise. The SARs shall be exercisable by following such procedures
as may from time to time be prescribed by the Company or by any third party service
provider designated by the Company, including without limitation, E*Trade Securities
LLC (“E*Trade”) in connection with the OptionsLink online securities account maintained
by the Participant with E*Trade as an employee of the Company or such other brokerage
firm as may be designated by the Company in connection with any Company plan or
arrangement providing for investment in Common Stock of the Company.
	 
	 	(c)	 	No Shareholder Rights. No rights of a shareholder shall exist with respect to
the Shares under the SARs as a result of the mere grant of the SARs or the exercise of
the SARs. Such rights shall exist only after issuance of a stock certificate or
electronic transfer of the Shares to the Participant’s brokerage account in accordance
with the Plan.
	 
	 	(d)	 	Tandem SARs. Any of the SARs which are Tandem SARs may be exercised by the
Participant for all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option. A
Tandem SAR may be exercised only with respect to the Shares for which its related
Option is then exercisable.






	4.	 	Delivery of Shares upon Exercise of SARs. The Company may make delivery of Shares upon
exercise of the SARs either by (i) delivering one or more stock certificates representing such
Shares to the Participant, registered in the name of the Participant, or (ii) depositing such
Shares into an account maintained for the Participant and established in connection with any
Company plan or arrangement providing for investment in Common Stock of the Company, including
without limitation any on-line securities account maintained by the Participant with E*Trade
in connection with is or her employment with the Company. All certificates for Shares and all
Shares shall be subject to such stop transfer orders and other restrictions as the Company may
deem advisable under the rules, regulations and other requirements of the Securities and
Exchange




 









 






	 	 	Commission, any stock exchange or quotation system upon which the Shares are then listed or
quoted, and any applicable Federal or state securities law, and the Company may cause a
legend or legends to be put on any such certificates (or other appropriate restrictions
and/or notations to be associated with any accounts in which such Shares are held) to make
appropriate reference to such restrictions.
	 
	5.	 	Taxes. The Participant is responsible for any taxes required to be withheld under Federal,
state or local law in connection with: (i) the exercise of the SARs and the issuance and
delivery of Shares to the Participant, or (ii) any other event occurring pursuant to this SAR
Award Agreement or the Plan (collectively, “Taxes”). Any election pursuant to this Section 5
shall be made in writing on such form or electronically in such manner shall be prescribed by
the Company for such purpose.






	 	(a)	 	Payment in Cash. The Participant may elect to pay to the Company an amount
sufficient to cover such Taxes by delivering to the Company a check or by such other
means as the Company may establish or permit.
	 
	 	(b)	 	Cashless Exercise. The Participant may elect to pay the Company his or her
obligations for the payment of such Taxes through a special sale and remittance
procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction
pursuant to which the Participant (or any other person(s) entitled to exercise the
SARs) shall concurrently provide irrevocable written instructions:






	 	(i)	 	to such third party service provider as may be designated by
the Company, including without limitation E*Trade (through the Participant’s
on-line account) or such other brokerage firm as may be designated by the
Company in connection with any Company plan or arrangement providing for
investment in Common Stock of the Company to effect the immediate sale of a
sufficient number of the Shares acquired upon the exercise of the SARs to
enable such third party (e.g., E*Trade or other designated third party) to
remit, out of the sales proceeds available upon the settlement date, sufficient
funds to the Company to cover all applicable federal, state and local income
and employment taxes required to be withheld by the Company by reason of such
exercise and/or sale; and
	 
	 	(ii)	 	to the Company to deliver any certificate(s) or other evidence
of ownership for such sold Shares directly to such third party (e.g., E*Trade
or other designated third party) in order to complete the sales transaction.






	 	(c)	 	[If applicable][Payment by Withholding of Shares. Subject to approval by
[Company management]and compliance with any applicable legal conditions or
restrictions, the Participant may also elect to satisfy his or her obligations for the
payment of such Taxes by having the Company retain that number of whole Shares which
would otherwise be deliverable in connection with the exercise of the SARs and which
have a Fair Market Value sufficient to satisfy the amount of the Taxes required to be
withheld. “Fair Market Value” for this purpose shall be as determined in the Plan as
of the applicable exercise date.]
	 
	 	(d)	 	Company Rights. The Company also reserves the right, and the Participant
authorizes the Company, to withhold Taxes, in accordance with any applicable law, from
(i) any compensation or other amounts payable to the Participant and/or (ii) the Shares
otherwise issuable to the Participant upon exercise of the SARs.






	6.	 	Restrictions on Exercise. The SARs may not be exercised if the issuance of Shares upon
Participant’s exercise or the method of payment of consideration for such Shares would
constitute a violation of any applicable Federal or state securities law or other applicable
law or regulation. As a condition to the exercise of the SARs, the Company may require the
Participant to make any representation and warranty to the Company as may be required by any
applicable law or regulation.
	 
	7.	 	Termination of Employment. If the Participant ceases to serve as an Employee for any reason
other than death or permanent and total disability (within the meaning of Section 22(e)(3) of
the Code) and thereby terminates his or her Continuous Status as an Employee, the Participant
shall have the right to exercise the




 









 






	 	 	SARs at any time within 90 days after the date of such termination to the extent that the
Participant was entitled to exercise the SARs at the date of such termination. To the
extent that the Participant was not entitled to exercise the SARs at the date of
termination, or to the extent the SARs are not exercised within the time specified herein,
the SARs shall terminate. Notwithstanding the foregoing, the SARs shall not be exercisable
after the expiration of the term set forth in Section 9 hereof.






	8.	 	Death or Disability. If the Participant ceases to serve as an Employee due to death or
permanent and total disability (within the meaning of Section 22(e)(3) of the Code), the SARs
may be exercised at any time within 180 days after the date of death or termination of
employment due to disability, in the case of death, by the Participant’s estate or by a person
who acquired the right to exercise the SARs by bequest or inheritance, or, in the case of
disability, by the Participant, but in any case only to the extent the Participant was
entitled to exercise the SARs at the date of such termination. To the extent that the
Participant was not entitled to exercise the SARs at the date of termination, or to the extent
the SARs are not exercised within the time specified herein, the SARs shall terminate.
Notwithstanding the foregoing, the SARs shall not be exercisable after the expiration of the
term set forth in Section 9 hereof.
	 
	9.	 	Term of SARs. The SARs shall expire and terminate for all purposes on [___, 20___], and
may be exercised during such term only in accordance with the Plan and the terms of this SAR
Award Agreement. To the extent that the SARs are not exercised prior to such time and date,
the SARs shall expire and terminate. Such exercise period shall be subject to earlier
termination as provided in Sections 7 and 8 above. Notwithstanding any provision in the Plan
with respect to the post-employment exercise of the SARs, the SARs may not be exercised after
the expiration of the term of the SARs.
	 
	10.	 	Nontransferability of SARs. No SAR may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution or
transfer between spouses incident to a divorce. Subject to the foregoing and the terms of the
Plan, the terms of this SAR Award Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Participant.
	 
	11.	 	No Right of Employment. Neither the Plan nor the SARs shall confer upon the Participant any
right to continue in the employment of the Company or limit in any respect the right of the
Company to discharge the Participant at any time, with or without cause and with or without
notice.
	 
	12.	 	Miscellaneous.






	 	(a)	 	Successors and Assigns. This SAR Award Agreement shall bind and inure only to
the benefit of the parties to the attached SAR Award Agreement (the “Parties”) and
their respective successors and assigns.
	 
	 	(b)	 	No Third-Party Beneficiaries. Nothing in this SAR Award Agreement is intended
to confer any rights or remedies on any persons other than the Parties and their
respective successors or assigns. Nothing in this SAR Award Agreement is intended to
relieve or discharge the obligation or liability of third persons to any Party. No
provision of this SAR Award Agreement shall give any third person any right of
subrogation or action over or against any Party.
	 
	 	(c)	 	Amendments.






	 	(i)	 	The Committee reserves the right to amend the terms and
provisions of the SARs without the Participant’s consent in order to comply
with any Federal or state securities law.
	 
	 	(ii)	 	Except as specifically provided in subsection (i) above, this
SAR Award Agreement shall not be changed or modified, in whole or in part,
except by supplemental agreement signed by the Parties. Either Party may waive
compliance by the other Party with any of the covenants or conditions of this
SAR Award Agreement, but no waiver shall be binding unless executed in writing
by the Party making the waiver. No waiver or any provision of this SAR Award
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or




 









 






	 	 	 	not similar, nor shall any waiver constitute a continuing waiver. Any
consent under this SAR Award Agreement shall be in writing and shall be
effective only to the extent specifically set forth in such writing.






	 	(d)	 	Governing Law. To the extent that Federal laws do not otherwise control, the
Plan and all determinations made or actions taken pursuant hereto shall be governed by
the laws of the State of California, without regard to the conflict of laws rules
thereof.
	 
	 	(e)	 	Severability. If any provision of this SAR Award Agreement or the application
of such provision to any person or circumstances is held invalid or unenforceable, the
remainder of this SAR Award Agreement, or the application of such provision to persons
or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby.





*   *   *   *




 









 








AMENDMENT NO. 1 TO

IXIA

2008 Equity Incentive Plan




     Section 3 of the Ixia 2008 Equity Incentive Plan is hereby amended to read in its entirety as
follows:




	 	 	“3.  	Shares Reserved.






     a. The maximum aggregate number of Shares reserved for
issuance pursuant to the Plan shall be 10,000,000 Shares (or the
number of shares of stock to which such Shares shall be adjusted as
provided in Section 14 of the Plan); provided,
however, that (i) no more than 2,000,000 of such Shares (or
the number of shares of stock to which such Shares shall be adjusted
as provided in Section 14 of the Plan) shall be available for
issuance as Restricted Stock Units and Restricted Stock Awards and
(ii) such number of Shares shall be subject to reduction as provided
in Section 3(b) below. Nothing herein shall be construed as
limiting the number of Shares available for issuance under the Plan
as Options or SARs. The number of Shares reserved for issuance
under the Plan may be set aside out of authorized but unissued
Shares not reserved for any other purpose, or out of issued Shares
acquired for and held in the treasury of the Company from time to
time.




     b. On the earlier of the one-year anniversary of the date of
the Company’s 2008 Annual Meeting of Shareholders or the 30th day
after new Options are granted under the option exchange
program approved by the shareholders of the Company at their 2008
Annual Meeting of Shareholders (the “Option Exchange Program”), this
Plan shall be automatically amended to reduce the maximum aggregate
number of Shares reserved for issuance pursuant to the Plan by a
number of Shares equal to the amount, if any, by which 4,000,000
exceeds the sum of (i) the total number of Shares then subject to
outstanding Options (if any) granted pursuant to the Option Exchange
Program and (ii) the total number of Shares issued prior to such
date upon the exercise of Options (if any) granted pursuant to such
Option Exchange Program (as 4,000,000 and such other numbers of
Shares may be adjusted as provided in Section 14 of the Plan). In
the event of any such automatic decrease in the total number of
shares authorized for issuance under the Plan, the Secretary of the
Company shall attach to the Plan a certification memorializing the
date and amount of such decrease.




     c. Shares subject to, but not sold or issued under, any Award
terminating, expiring, forfeited or canceled for any reason prior to



 









 







issuance of such Shares shall again become available for Awards
thereafter granted under the Plan and the same shall not be deemed
an increase in the number of Shares reserved for issuance under the
Plan.”



Dated: May 28, 2008