**Exhibit 10.2**

September 8th, 2006 

Nick Shamlou 

47669 FremontBlvd. 

Fremont, CA 94538, USA 

Dear Nick: 

I am very pleased to offer you a position with Ikanos Communications (the “Company”) as Vice President, World-Wide Sales reporting to me, in my capacity asChief Executive Officer. We would like your start date to be as soon reasonable, but no later than Monday, September 18, 2006. Reference checks have been satisfactorily met. 

We are pleased to offer you an annual salary of $200,000.00, which will be paid to you bi-weekly. Also, we are pleased to offer you a comprehensive package of employee benefits including health, dental, vision, incomeprotection and a 401 (k) savings plan. We will cover you and your family through our world-wide health coverage during the interim period prior to your relocation back to the US. You will be eligible to accrue fifteen days of paid time-off peryear. This time may be used for vacation, personal time off or sick time. In addition, Ikanos observes eight scheduled holidays and two floating holidays per year. For this calendar year, if your hire date is on or before June 30, you willreceive two floating holidays. You will receive one floating holiday this calendar year if your hire date is after June 30. You should note that the Company may modify salaries and benefits from time to time, as it deems necessary. 

An important component of our compensation package includes the opportunity for ownership in our Company. Afteryour date of employment and upon approval of the Board of Directors as appropriate, the Company will grant you an option to purchase 100,000 shares of the Company’s common stock under the Company’s Stock Option Plan. The price of theshares will be determined by the closing market price of the company stock on the day prescribed by the Company. These options will be subject to the terms and conditions of the Company’s Stock Option Plan and Stock Option Agreement. Thevesting schedule will commence on your date of hire and be vested at 25% after 12 months of start of vesting and  1/48th per month thereafter. You will also receive a grant of 35,000 Restricted Stock Units uponapproval by the Equity Awards Committee of the Company’s Board of Directors or the Board of Directors as appropriate. Vesting will commence on your date of hire, and vest annually over four (4) years. In addition, you will be eligible toparticipate in the Ikanos Employee Equity Program which typically occurs in the June timeframe, whereby employees are eligible for additional Company equity. 

As a key member of our team, you will be eligible to participate in the 2007 Key Employee Plan that provides opportunity (subject to certain provisions) for additional equity in the 1st quarter of 2007. A letter willbe provided to you outlining this plan. 

You will be eligible to participate in the Sales Incentive Program at a target annual cash bonus potential of$150,000.00 for 2006. Sales goals for the fiscal year will be established between you and me after you join us based on our current plan in place. You will receive a car allowance set at the level of the VP WW Sales. 

To assist in the geographic housing transition while in Singapore and up your return to California, we will provide you with a one-time cash payment of $36,000.00 uponyour commencement of employment with us. This will be payable to you within two pay cycles of the company. We will cover your relocation cost of your standard household goods from Singapore back to California using a carrier that is satisfactory toboth you and Ikanos up to a maximum of $25,000.00. 

In the event of severance of employment within twelve (12) months of your start date the Company(or any parent or subsidiary of the Company) terminates your employment without Cause then you will receive compensation, prorated bonus (as if 100% earned) and other employee benefits for six (6) months following your termination. Treatment ofOptions or RSUs Following a Change of Control: If within twelve (12) months following a Change of Control: (i) you resign from your employment with the Company (or any parent or subsidiary of the Company) for Good Reason or (ii) theCompany (or any parent or subsidiary of the Company) terminates your employment without Cause, and you sign and do not revoke a release of claims with the Company in a form acceptable to the Company, then: Twenty-five percent (25%) of allunvested shares subject to your then outstanding options to purchase shares of the Company’s common stock, granted pursuant to the Company’s 1999 Stock Plan or other employee stock incentive arrangements approved by the Company’sBoard of Directors, will become fully vested and exercisable as of the date of your termination. These vested options will remain exercisable following such termination for the period prescribed in the respective option agreements. 

Notwithstanding the foregoing, you will only be entitled to this compensation if you enter into (and do not revoke) a release of any and all claims against the Company,in a form reasonably acceptable to the Company. Definitions: “Cause” means: (i) your failure to perform your assigned duties or responsibilities after notice from the Company describing your failure to perform such duties orresponsibilities; (ii) engaging in any act of dishonesty, fraud or misrepresentation; (iii) violation of any federal or state law or regulation applicable to the Company’s business; (iv) breach of any confidentiality agreement orinvention assignment agreement between you and the Company; or (v) you being convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude. 

“Change of Control” means either (i) the acquisition of the Company by another entity by means of anytransaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of theCompany), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of thesurviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds will not constitute a Change of Control hereunder); or (ii) a sale of all or substantially all of the assets ofthe Company. “Good Reason” will mean in connection with a Change of Control and without your express written consent (i) a reduction of your duties, position or responsibilities; (ii) a reduction by the Company in your basesalary, as may be applicable, is in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the resultthat your overall benefits package is significantly reduced; or (iv) your relocation to a facility or a location more than 50 miles from your then present location. 

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

You will be eligible for a performance and salary review as partof Ikanos’ annual performance review process typically occurring in the first quarter of each year. 

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

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

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

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

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

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

Sincerely, 

Rajesh Vashist 

Chairman and Chief Executive Officer 

Accepted and agreed to: 

Date: 09/08/06 

 

/s/ Nick Shamlou
Employee Signature
Cc: Chris Smith, Vice President, Human Resources 

Enclosures: 

Employment, Confidential Information, Invention Assignment and Arbitration Agreement CompanyCode of Ethics 

Insider Trading Policy 

Duplicate Original Offer Letter