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Exhibit 10.1
 IXIA
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
 SECTION I. PURPOSE
  SECTION II. CERTAIN DEFINITIONS
    provided




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2




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SECTION III. EFFECTIVENESS OF PLAN
  SECTION IV. STOCK
  SECTION V. ELIGIBILITY
  SECTION VI. INITIAL AWARD; ANNUAL AWARDS
 Initial Award upon Election for the First Time as a Non-Employee Director provided however
  3




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Annual Awards upon Re-Election as a Non-Employee Director provided however
  Year of Annual Meeting
    
    Number of Restricted Stock Units2007
    
    4,0002008
    
    4,2002009
    
    4,4102010
    
    4,630
  4




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SECTION VII. TERMS AND CONDITIONS OF OPTIONS
 Option Exercise Price
 Term and Vesting of Options
   provided however
 provided however
   5




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Termination of Service
   Payment of Option Exercise Price provided however
 Option Agreements Attachment I
 6




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Attachment II
 Pro Rata Allocation
 Procedure for Exercise provided however
  SECTION VIII. TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS
 Grant Attachment III
 7




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Vesting
   Rights of Holders of Restricted Stock Units; Dividend Equivalents
 Delivery of Shares in Settlement of Restricted Stock Units (2 1/2)
 8




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Termination of Continuous Status as a Non-Employee Director
 Waiver of Forfeiture
 Pro Rata Allocation
 SECTION IX. ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE
 Changes in Capitalization provided however
 Dissolution, Liquidation, Merger or Asset Sale
 9




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provided however
 No Fractional Shares
 SECTION X. AMENDMENT OR TERMINATION
 Amendment or Termination provided however
 Effect of Amendment or Termination
 SECTION XI. WITHHOLDING
  10




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SECTION XII. MISCELLANEOUS
 Rights to Continued Service
 Investment Undertakings
 Administration of the Plan provided however
 Reservation of Shares
 Nontransferability of Awards
 Requirements of Law
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SECTION XIII. EFFECTIVENESS OF THE ORIGINAL PLAN
 provided however
  12




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CERTIFICATE OF SECRETARY
   Date:  May 26, 2007
    /s/ Ronald W. BucklyRonald W. Buckly, Secretary




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Attachment I
 IXIA
 DIRECTOR STOCK OPTION PLAN
 STOCK OPTION AGREEMENT
 
 Nature of the Option.
 Date of Grant; Term of Option.
 Option Exercise Price.
 Exercise of Option.
 Right to Exercise.
 Method of Exercise.
 I-1




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Restrictions on Exercise.
 Termination of Status as an Outside Director.
   Nontransferability of Option.
 Continuation as a Director.
 I-2




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Withholding.
 The Plan.
 Date:
    
    Ixia, a California corporationBy:Title:
 I-3




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Date:Signature of OptioneeAddressCity
    
    State
    
    Zip Code
 I-4




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Attachment II
 IXIA
 AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 STOCK OPTION AGREEMENT
 
 Nature of the Option. not
 Date of Grant; Term of Option.
 Option Exercise Price.
 Exercise of Option.
 Right to Exercise.
 II-1




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Method of Exercise.
 Restrictions on Exercise.
 Termination of Status as a Non-Employee Director.
 Nontransferability of Option.
 Continuation as a Director.
 Withholding.
 II-2




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The Plan.
 Date:
    Ixia, a California corporationBy:Title: II-3




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Date:Signature of OptioneeAddressCity
    
    State
    
    Zip Code
 II-4




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Attachment III
  Amended and Restated
Non-Employee Director Equity Incentive Plan
Restricted Stock Unit Award Agreement
 Ixia Company Plan
 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 Ixia Common Stock
to be issued and delivered at the end of the
applicable vesting period, subject to the risk of
cancellation as described herein and in the Plan.Vesting Schedule:
    
    The Restricted Stock Units will vest in
[eight/four]equal quarterly installments, with
the first installment vesting on [ 15,
200___]and the remaining installments vesting on
the 15th day of the second calendar month of each
of the [seven/three]calendar quarters thereafter,
as long as you remain a Non-Employee Director of
the Company through each such vesting dates.Forfeiture:
    
    If you cease to serve as a Non-Employee Director
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.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).
   IXIA
 By:Print Name:
    
    
    
    DateTitle:Participant
    
    Date




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AMENDED AND RESTATED
IXIA NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement  Restricted Stock Unit Terms and Conditions
 Ixia Company
 1.
    
    Amended and Restated 1997 Equity Incentive Plan. This Restricted Stock Unit Award is in all
respects subject to the terms, definitions and provisions of the Ixia Amended and Restated
Non-Employee Director Equity Incentive Plan (the Plan) adopted by the Company 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)
    
    Upon each vesting date for the Restricted Stock Unit Award (each, a
Vesting Date), one share of Ixia 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. 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.(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 on or about the Vesting Date or Vesting
Dates set forth on the cover page of this Restricted Stock Unit Award Agreement. 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) if administratively feasible for the Company at such time,
electronically depositing such Shares into a securities account maintained for the
Participant. 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 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 may be required to withhold
 III-1




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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 any applicable Taxes which the Company determines must be
withheld with respect to such Shares. 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 any 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 making a cash payment to the Company.
 (b)
    
    Payment by Sale of Shares.The Participant may also elect to satisfy his or
her obligations for the payment of such Taxes by arranging for the sale, upon vesting
of Restricted Stock Units, of that number of whole Shares which are otherwise
deliverable upon vesting and for which sales proceeds are sufficient to satisfy the
amount of the Taxes required to be withheld.
 (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, (i) from any compensation or
other amounts payable to the Participant and/or (ii) except where the Participant is
paying taxes in the manner described in Section 4(a) above, from the Shares otherwise
issuable to the Participant upon the vesting of Restricted Stock Units. The
Participant further agrees that if he or she at any time fails to make satisfactory
arrangements for the payment of Taxes upon the vesting of Restricted Stock Units, then
in addition to the Company options specified in the immediately preceding sentence, the
Participant may be deemed to have elected to sell vested Shares to cover the payment of
applicable Taxes. In the event that the Company elects to satisfy the Participants
obligations for the payment of Taxes by retaining Shares which would otherwise be
deliverable in connection with the Restricted Stock Unit Award upon vesting, the
Company shall retain that number of whole Shares 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 last trading day
before the applicable Vesting Date.
 5.
    
    Termination of Status as Non-Employee Director.If the Participant ceases to serve as an
Employee for any reason and thereby terminates his or her status as a Non-Employee Director,
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.
 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.
 III-2




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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 Continued Service.Neither the Plan nor this Restricted Stock Unit Award shall
confer upon the Participant any right to continue in the service of the Company as a
Non-Employee Director.
 9.
    
    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.
  III-3