Separation and Release Agreement



 Exhibit 10.9 
 

 
 September 25, 2009 
 Chandrashekhar Khandekar 
 [HOME ADDRESS] 
  

	Re:	Separation and Release Agreement 

 Dear
Chandrashekhar: 
 As we discussed with you today, we have decided to terminate your employment at Ikanos. 
 This letter will confirm the terms of our agreement with respect to your termination. To ensure that there are no ambiguities, this letter
first explains in detail both your rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your
agreement by signing, dating and returning the enclosed Release Agreement to the undersigned by October 16, 2009. 
 1.
Separation from Employment. 
 We have informed you that your employment with Ikanos is ending effective
September 25, 2009. Thereafter, you will no longer be an employee of Ikanos. You will be paid all earned and unpaid salary minus applicable taxes required or permitted by law in your final paycheck directly deposited into your account
September 25, 2009. Nothing herein alters your status as an at-will employee. 
 Your coverage under the Ikanos group plans
also will end on September 30, 2009. However, you will have the opportunity to exercise your option to continue the benefits under the Ikanos group health plans under COBRA after that date. You will be provided a benefits packet containing
information on your COBRA rights and conversion to a direct pay plan. Please call Ikanos’ Human Resources Administrator if you have any questions about COBRA conversion. Additionally, please keep Human Resources informed of any address changes
in case we need to mail you future W-2’s and other correspondences to your attention. 
 In addition, please note that your
obligations under any proprietary and inventions assignment agreement will still remain in effect. 
 2. Release
Agreement. 
 In addition to the foregoing to which you are entitled, Ikanos is prepared to offer you additional benefits to
which you would otherwise not be entitled in exchange for an agreement to release all claims known or unknown. If you wish to accept such additional benefits in consideration for the release, your signature below will reflect your agreement. You may
take 21 days from receipt of this letter (i.e., until October 16, 2009) to consider whether you wish to accept these additional benefits in exchange for the release. Please also note that even if you do sign this Release Agreement, you may
change your mind and revoke it and forego the additional benefits, provided you notify the undersigned in writing within seven (7) days of your signing that you no longer want the additional benefits. 
 A. Consideration. 
 Provided that you sign this Release Agreement and return it to Ikanos, then Ikanos will provide the following additional consideration: 
 (1) Continued Base Salary. You will receive continuing payments of severance pay at a rate equal to your base salary for six (6) months from January, 2010 in accordance with the Company’s
normal payroll policies, paid biweekly. Your continuation of pay will begin in the payroll period starting January 15, 2010 and you will be paid through payroll period July 2, 2010. 







 (2) Benefits. Ikanos will continue to pay the cost for group employee
benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent previously provided by Ikanos’ group plans for seven (7) months starting October 1, 2009 through
April 30, 2010, or until you become eligible for group insurance benefits from another employer, whichever occurs first. You understand that you have an obligation to inform Ikanos if you receive group health coverage from another employer
before April 30, 2010, and that you may not increase the number of your designated dependants if any, during this time. 
 (3) Accelerated Vesting of Equity Award. You will receive acceleration of 50% of your unvested Restricted Stock Units and 25% of unvested Stock Options. 
 B. Release. 
 Released
Claims. 
 In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely
release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all
claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of
your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with
stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law.
The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited
to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. 
 You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for
those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: 
 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 
 You fully understand
that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and
remain effective, notwithstanding such difference in the facts. 
 Claims Not Released. 
 The only claims not released through this Release Agreement are any claims that cannot be released by law, such as claims for unemployment
benefits, workers’ compensation and/or claims relating to the validity of this Release Agreement under the ADEA as amended by the OWBPA. 
 Enforcement of This Release Agreement. 
 You also understand and agree that if any suit is brought to enforce
the provisions of this Release Agreement, with the exception of a claim brought by you as to the validity of this Release Agreement under the ADEA as amended by the OWBPA, the prevailing party shall be entitled to its costs, expenses, and
attorneys’ fees as well as any and all other remedies specifically authorized under the law. 
 Miscellaneous. 
 You further acknowledge that during your employment, you may have obtained confidential, proprietary and trade secret information, including
information relating to the Company’s products, plans, designs and other valuable confidential information. You agree not to use or disclose any such confidential information unless required by subpoena or court order, and that you will first
give the Company written notice of such subpoena or court order with reasonable advance notice to permit the Company to oppose such subpoena or court order if it chooses to do so. 







 You also agree that for a period of 12 months after the termination of your employment, you
shall not induce or attempt to induce any employee, agent or consultant of the Company to terminate his or her association with the Company. This restriction shall not apply to individuals who respond to general job postings that advertise positions
at any company where you may work in the future. The Company and you agree that the provisions of this paragraph contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or
threatened breach by you of this paragraph, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this paragraph. 
 It is mutually agreed between Ikanos Communications and the former employee that you will not intentionally disparage the Company,
employees, directors, its officers, any of its products or practices whether orally, in writing or otherwise. Nor will the company intentionally disparage the former employee. Notwithstanding the foregoing, this will not limit your ability to
provide truthful testimony as required by law or any judicial or administrative proceeding. 
 Further, you agree that you will
submit all outstanding expense reimbursement reports within thirty (30) days of September 25, 2009 and that you waive the right to reimbursement of any expenses that you fail to submit within this time period. 
 This Release Agreement constitutes the entire agreement between yourself and the Company with respect to any matters referred to in this
Release Agreement. This Release Agreement supersedes any and all of the other agreements between yourself and the Company, except for any proprietary and inventions assignment agreement, which remain in full force and effect, and except for those
provisions of the 1999 Stock Option Plan and the 2004 Equity Incentive Plan and award agreements or Notices of Grant that you may have received. No other consideration, agreements, representations, oral statements, understandings or course of
conduct which are not expressly set forth in this Release Agreement should be implied or are binding. This Release Agreement may only be superseded by amendment or separate agreement duly authorized by the Company and signed by both you and either
the Chief Executive Officer, the General Counsel or the Head of Human Resources. You understand and agree that this Release Agreement shall not be deemed or construed at any time or for any purposes as an admission of any liability or wrongdoing by
either yourself or the Company. You also agree that if any provision of this Release Agreement is deemed invalid, the remaining provisions will still be given full force and effect. The terms and conditions of this Release Agreement will be
interpreted and construed in accordance with the laws of California. 
 Prior to execution of this Release Agreement, you have
apprised yourself of sufficient relevant information in order that you might intelligently exercise your own judgment. The Company has informed you in writing to consult an attorney before signing this Release, if you wish. The Company has also
given you at least 21 days in which to consider this Release Agreement, if you wish. You also understand that for a period of seven (7) days after you sign this Release Agreement, you may revoke this Release Agreement, and that the Release
Agreement shall not become effective until seven (7) days from the date of your signature, or on your last day of employment, whichever is later. 
 You have read this Release Agreement and understand all of its terms. You further acknowledge and agree that this Release Agreement is executed voluntarily and with full knowledge of its legal
significance. 
  

					
		 		 	Ikanos Communications, Inc.
			
	Dated: September 25, 2009	 		 	/s/ Tammy Carr
		 		 	Tammy Carr
		 		 	Director, Worldwide Human Resources

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

					
	Dated: September 25, 2009	 		 	/s/ Chandrashekhar Khandekar
		 		 	Chandrashekhar Khandekar

 Phone Number: ______________________