**Exhibit 10.8**

August 2, 2010 

Dennis Bencala

[address] 

Dear Dennis, 

I am pleased to extend an offer of employment with Ikanos Communications Inc. (the “Company” or “Ikanos”) under the terms andconditions that follow: 

 

You are beingoffered the position of Chief Financial Officer and Vice President of Finance, currently reporting to myself, in the Finance organization. You will perform the duties and responsibilities of the Chief Financial Officer and Vice President of Finance,as well as such additional duties and responsibilities as the Company assigns to you from time to time. 

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

 

During youremployment the Company will provide you with the following pay and benefits as compensation for all services you performed for the Company and its Affiliates: 

**.1 Base Salary.    Your starting bi-weekly salary will be $9,038.47, equivalent to an annualized amount of$235,000.00, which will be payable according to the regular payroll practices of the Company. Future salary adjustments will be determined by the Company in its sole discretion.**

**.2 Executive Bonus Plan.    You will also be eligible to participate in the approved 2010 Executive Bonus Plan ata target bonus potential of 50% of your base salary. MBO’s for the remainder of the fiscal year will be established between you and your manager after you join us. Any payments under the Bonus Plan will be made no later than2 1/2 months following the end of the year in whichsuch bonus is earned.**

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

**.4 Equity Awards.    An important component of our compensation package includes the opportunity for ownership inour Company. After your date of employment and upon approval of the Board of Directors, management will recommend that the Company grant you 300,000 options to purchase the Company’s common stock. The per-share exercise price of theoptions will equal the closing market price of the Company’s common stock on the day the option is granted. These stock options will vest over a four year period.**

**3****Change in Control:**
In the event the Company undergoes a Change ofControl1, and if within twelve (12) months of thatChange of Control the Company or its successor-in-interest terminates your employment withoutCause2, or if you terminate your employment for GoodReason3, then subject to your execution and nonrevocationof a general release of claims (as described below), you shall be entitled to (i) a lump sum cash severance payment equal to six (6) months of your base salary and 50% of your annual bonus target payable sixty (60) days following yourtermination of employment; (ii) reimbursement of up to six (6) months of the cost of COBRA health benefits (which will terminate upon your acceptance of subsequent employment with a company where health benefits are offered); and(iii) acceleration of 50% of your unvested stock position at the time your employment is terminated (collectively referred to as the (Severance Benefits”). 

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

**Section 409A:**

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

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

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

 
**5****Miscellaneous Provisions:**
This letterand the accompanying Ikanos Employee Confidential Information and Invention Assignment Agreement set forth all of the terms of your employment with Ikanos and no prior and contemporaneous communication, agreements and understandings, whether writtenor oral shall apply, with respect to the terms and conditions of your employment and the additional matters provided for herein. THIS LETTER AMENDS, RESTATES AND SUPERCEDES ALL OTHER OFFER LETTERS OR EMPLOYMENT AGREEMENTS SIGNED BY YOU. You agreethat there were no promises or commitments made to you regarding your employment with Ikanos except as set forth in this letter or in the Employee Confidential Information and Invention Assignment Agreement. 

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

This offer is contingent upon thesuccessful completion of each of the following: (i) your executing this letter; (ii) your executing the Employee Confidential Information and Invention Assignment Agreement; (iii) your providing documentation of your legal right towork in the United States with three (3) business days of your date of hire; and (iv) the completion of a satisfactory reference and background check. 

If the foregoing is acceptable to you, please sign this letter in the space provided below and return to JimMurphy, Vice President Worldwide Human Resources. 

Dennis, Ikanos is an exciting endeavor. We offer an exciting, rewarding work environment andyou, and your contributions will be an important component of our on-going success. We look forward to working with you at Ikanos. 

Verysincerely yours, 

Ikanos Communications, Inc. 

Dado Banatao 

Chairman 

**Acceptance:**

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

 
                                                    
Signature
             Date  
 

 

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

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

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