exv10w1







EXHIBIT 10.1




Ixia

2010 Executive Officer Bonus Plan




     Ixia (“Ixia” or the “Company”) believes that a portion of each executive officer’s annual
compensation should be directly related to the Company’s financial performance, and that a portion
of such compensation should be directly related to such officer’s achievement of individual
objectives. The 2010 Executive Officer Bonus Plan (“2010 Bonus Plan” or “the Plan”) is designed to
motivate Ixia’s executive officers and to reward them for their continuing contributions to the
Company’s business if, in 2010, the Company achieves certain financial results and/or such officers
achieve their individual objectives. The Company believes that the achievement of these results
and objectives is essential for the Company’s success. The effective date of the 2010 Bonus Plan
is April 21, 2010 (the “Effective Date”).


Except as otherwise set forth herein, the Compensation Committee of the Company’s Board of
Directors (the “Committee”) will administer and have final authority on all matters relating to the
Plan. The Committee may interpret and construe the Plan, decide any and all matters arising under
or in connection with the Plan, and correct any defect, supply any omission, or reconcile any
inconsistency in the Plan. Additionally, the Committee may amend, suspend, revoke, or terminate
the Plan at any time. All bonus payouts under the Plan are subject to the prior approval of the
Committee. All decisions by the Committee regarding the Plan will be made in the Committee’s sole
discretion and will be final and binding on all persons having or claiming any interest in the
Plan.



2010 Bonus Plan Components



Each Eligible Officer (as defined below), by virtue of his or her continuing employment with Ixia,
will be eligible to receive:





	(i)	 	Annual Bonus: a bonus based on the Company’s financial performance as measured by
the degree to which the Company achieves two pre-set financial targets for 2010 approved by
the Committee; and






	(ii)	 	Individual Bonus: a bonus based on his/her achievement in 2010 of individual
business or strategic objectives approved by the Committee (upon the recommendation of the
Company’s Chief Executive Officer in the case of all Eligible Officers other than the Chief
Executive Officer and the Chief Innovation Officer).




Except as otherwise provided below, the Annual Bonus and the Individual Bonus payable to an
Eligible Officer will be calculated, in part, as a percentage of such Eligible Officer’s annual
base salary of
record in effect at December 31, 2010 (his/her “Annual Base Salary”). In determining an
Eligible Officer’s Annual Base Salary, certain compensation and payments (e.g., reimbursement for
moving expenses, bonus payments received under this Plan or otherwise, stock option or other equity
incentive compensation, discretionary bonuses, disability benefits, sign-on bonuses, 401(k) Plan
matching contributions, vacation/PTO cash outs, on call pay, and similar payments) will be
excluded.



If an executive officer commences his/her employment as an Eligible Officer after January 1,
2010, or if there is a period in 2010 when an executive officer does not serve as an Eligible
Officer, then, for purposes of determining the amount payable as an Annual Bonus or an Individual
Bonus, that individual’s Annual Base Salary will be prorated based on the ratio of (i) the number
of days that he/she serves as an Eligible Officer during 2010 to (ii) 360. Notwithstanding the
foregoing, an executive officer who commences his/her employment as an Eligible Officer during the
fourth




 









 







calendar quarter of 2010 will not be eligible to receive either an Annual Bonus or an
Individual Bonus under the Plan. An Eligible Officer who is on an approved leave of absence from
the Company at any time during 2010 will, for purposes of determining eligibility under the 2010
Bonus Plan, be treated as being employed by the Company as an Eligible Officer during such leave of
absence.



Eligible Officers



The following executive officers have been designated by the Committee as Eligible Officers for
purposes of the 2010 Bonus Plan and will be eligible to participate in the 2010 Bonus Plan (all
titles are positions with Ixia unless otherwise specified):



Chief Executive Officer and President

Chief Innovation Officer

Chief Financial Officer

Senior Vice President, Corporate Affairs and General Counsel

Senior Vice President, Product Development

Senior Vice President, Worldwide Sales

Vice President, Engineering Operations

Vice President, Human Resources

Vice President, Operations



A person appointed as an executive officer after the Effective Date will be eligible to participate
in the 2010 Bonus Plan if he/she is expressly designated as an Eligible Officer under the 2010
Bonus Plan pursuant to a duly adopted resolution by the Committee or the Company’s Board of
Directors.



An Eligible Officer whose title changes after the Effective Date will be entitled to continue to
participate in the 2010 Bonus Plan on the same terms and conditions as applied immediately prior to
such title change unless either (i) the terms of such Eligible Officer’s participation in the 2010
Bonus Plan are changed pursuant to a duly adopted Committee resolution; or (ii) the Committee
amends the Plan to add the new title as an Eligible Officer in the Eligible Officer table above, in
which case such individual will participate at the bonus participation level corresponding to
his/her new title.



In order to earn and be eligible to receive bonuses payable under the 2010 Bonus Plan, an Eligible
Officer must be employed by Ixia or one of its subsidiaries as an Eligible Officer on the date on
which such bonuses are paid, unless such requirement is waived by the Committee pursuant to a duly
adopted Committee resolution. An Eligible Officer who is on an approved leave of absence from the
Company on the date on which such bonuses are paid and thereafter returns to active status as an
Eligible Officer upon the end of such leave of absence will be paid the bonus to which he/she is
otherwise entitled within 30 days following his/her return to active status as an Eligible Officer.
An Eligible Officer who is on an approved leave of absence from the Company on the date on which
such bonuses are paid and thereafter fails to return to active status as an Eligible Officer upon
the end of such leave of absence will not be eligible to receive any such bonus.



Annual Bonuses



The Company’s consolidated revenues and Operating Income (as defined herein) for 2010 will be the
two financial measures used for calculating the amount of Annual Bonuses payable under the 2010
Bonus Plan. For purposes of the 2010 Bonus Plan, “Operating Income” means the Company’s operating
income from continuing operations calculated on a consolidated basis for the year ending December
31, 2010 after any bonuses payable under the 2010 Bonus Plan and the





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Company’s 2010
employee bonus plan (as adjusted to exclude the effects of equity incentive compensation expense,
restructuring charges, officer severance compensation, impairment charges, acquisition-related
amortization and other M&A-related charges or income, and similar charges or income). If, prior to
January 1, 2011, any of the Company’s existing business units become a discontinued operation or
the Company acquires another company or business (e.g., through a merger or acquisition of stock or
assets), then the consolidated revenue and/or Operating Income targets under the Plan may be
amended by the Committee in its sole discretion.



The amount of an Eligible Officer’s Annual Bonus will be calculated by multiplying (i) the product
of such Eligible Officer’s Annual Base Salary (prorated, if applicable) and the applicable Annual
Bonus Percentage listed opposite such Eligible Officer’s title in the Bonus Participation Table
below by (ii) the applicable Bonus Factor (as defined herein). The Bonus Factor will be equal to
the average of the Revenue Bonus Factor and the Operating Income Bonus Factor as determined in
accordance with Schedule A. Stated mathematically, the amount of an Annual Bonus payable
to an Eligible Officer equals ((AxB)xC), where A = an Eligible Officer’s Annual Base Salary
(prorated, if applicable); B = the applicable Annual Bonus Percentage for such Eligible Officer;
and C = the applicable Bonus Factor.



The amounts of the Company’s 2010 consolidated revenues and Operating Income will determine the
applicable Bonus Factor. As indicated on Schedule A, the Revenue Bonus Factor will be 0%
if the Company’s consolidated revenues are at or below the minimum revenue target, while revenues
exceeding the minimum revenue target will result in higher Revenue Bonus Factors as set forth in
Schedule A, up to a maximum Revenue Bonus Factor of 180%. As also indicated on
Schedule A, the Operating Income Bonus Factor will be 0% if the Company’s 2010 Operating
Income is at or below the minimum Operating Income target, while higher Operating Income will
result in higher Operating Income Bonus Factors as set forth in Schedule A, up to a maximum
Operating Income Bonus Factor of 180%. The percentage amount of the Revenue Bonus Factor will be
determined by linear interpolation if the dollar amount of 2010 consolidated revenues falls between
any two of the listed amounts. Similarly, the percentage amount of the Operating Income Bonus
Factor will be determined by linear interpolation if the dollar amount of 2010 Operating Income
falls between any two of the listed amounts.



Except as otherwise provided herein, an Annual Bonus will be payable in one lump sum (subject to
applicable withholding taxes and other deductions) on or before March 15, 2011. In the event the
Company’s consolidated financial statements for 2010 are restated, or the Company announces that
such statements will be restated, to reflect a less favorable financial condition or less favorable
results of operations than previously determined and/or reported, the Committee has the absolute
right in its discretion not to pay, to delay the payment of, or to recover all or a portion of any
bonus awarded to any Eligible Officer pursuant to the terms of the 2010 Bonus Plan.



Individual Bonuses



The percentage degree (0% to 100%) to which an Eligible Officer achieves his/her objectives for
2010 will be the measure for his/her 2010 Individual Bonus. The determination of the percentage
degree to which an Eligible Officer achieves his/her objectives will be made by the Committee not
later than March 1, 2010.



The amount of a bonus payable as an Individual Bonus will be calculated by multiplying (i) the
product of an Eligible Officer’s Annual Base Salary (prorated, if applicable) and the Individual
Bonus Percentage listed opposite such Officer’s title in the Bonus Participation Table below by
(ii) the percentage degree to which it is determined that such Eligible Officer has achieved
his/her objectives for 2010.




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Except as otherwise provided herein, an Individual Bonus will be payable in one lump sum (subject
to applicable withholding taxes and other deductions) on or before March 15, 2011.



Bonus Participation Levels



For purposes of determining an Eligible Officer’s Annual Bonus or Individual Bonus under the 2010
Bonus Plan, the 2010 Bonus Opportunity, Annual Bonus Percentage, and Individual Bonus Percentage
for each of the Eligible Officers identified below will be as follows:




Bonus Participation Table (% of Base Salary)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2010	 	Annual	 	Individual
	 	 	Bonus	 	Bonus	 	Bonus
	Title	 	Opportunity	 	Percentage	 	Percentage
	Chief Executive Officer and President
	 	 	100	%	 	 	75	%	 	 	25	%
	Chief Innovation Officer
	 	 	70	 	 	 	52.5	 	 	 	17.5	 
	Chief Financial Officer
	 	 	60	 	 	 	45	 	 	 	15	 
	Senior Vice President, Corporate Affairs
and General Counsel
	 	 	60	 	 	 	45	 	 	 	15	 
	Senior Vice President, Product Development
	 	 	60	 	 	 	45	 	 	 	15	 
	Senior Vice President, Worldwide Sales
	 	 	60	 	 	 	45	 	 	 	15	 
	Vice President, Engineering Operations
	 	 	60	 	 	 	45	 	 	 	15	 
	Vice President, Human Resources
	 	 	60	 	 	 	45	 	 	 	15	 
	Vice President, Operations
	 	 	60	 	 	 	45	 	 	 	15	 





Additional Bonuses



In addition to bonuses payable under the 2010 Bonus Plan, additional bonuses may also be paid by
the Company, but only upon the express approval of the independent members of the Company’s Board
of Directors in their sole discretion.




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Schedule A



2010 Revenue Bonus Factor Matrix




	 	 	 	 	 	 	 	 	 
	 	 	Revenue Targets(1)	 	 	Revenue	 
	 	 	(in thousands)	 	 	Bonus Factor(1)	 
	Maximum
	 	$	(2)	 	 	 	180	%
	 
	 	 	(2)	 	 	 	140	 
	 
	 	 	(2)	 	 	 	100	 
	 
	 	 	(2)	 	 	 	60	 
	 
	 	 	(2)	 	 	 	20	 
	Minimum
	 	 	(2)	 	 	 	0	 





2010 Operating Income Bonus Factor Matrix




	 	 	 	 	 	 	 	 	 
	 	 	Operating Income Targets(1)	 	 	Operating Income	 
	 	 	(in thousands)	 	 	Bonus Factor(1)	 
	Maximum
	 	$	(2)	 	 	 	180	%
	 
	 	 	(2)	 	 	 	140	 
	 
	 	 	(2)	 	 	 	100	 
	 
	 	 	(2)	 	 	 	60	 
	 
	 	 	(2)	 	 	 	20	 
	Minimum
	 	 	(2)	 	 	 	0	 








 




			
	(1)	 	For performance between two Revenue or Operating Income Targets, the
Revenue Bonus Factor and the Operating Income Bonus Factor will be interpolated linearly.
	 
	(2)	 	The Compensation Committee has supplementally established levels of Revenue
and Operation Income for purposes of this Schedule A.






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