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Exhibit 10.2    
    


 
  IKANOS COMMUNICATIONS
  1999 STOCK PLAN    
    


        1.     Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 


        2.     Definitions. As used herein, the following definitions shall apply: 



        (a)   "Administrator" means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof. 


        (b)   "Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Options or Stock Purchase Rights are granted under the Plan. 


        (c)   "Board" means the Board of Directors of the Company. 


        (d)   "Code" means the Internal Revenue Code of 1986, as amended. 


        (e)   "Committee" means a committee of Directors appointed by the Board in accordance with Section 4 hereof. 



        (f)    "Common Stock" means the Common Stock of the Company. 


        (g)   "Company" means Ikanos Communications, a California corporation. 


        (h)   "Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory
services and is compensated for such services. 


        (i)    "Director" means a member of the Board of Directors of the Company. 



        (j)    "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director's fee
by the Company shall be sufficient to constitute "employment" by the Company. 


        (k)   "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        (l)    "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



        (i)    If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 











        (ii)   If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. 




        (m)  "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code. 


        (n)   "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


        (o)   "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder. 


        (p)   "Option" means a stock option granted pursuant to the Plan. 



        (q)   "Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 


        (r)   "Option Exchange Program" means a program whereby outstanding Options are exchanged for Options with a lower exercise
price. 


        (s)   "Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right. 



        (t)    "Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 


        (u)   "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


        (v)   "Plan" means this 1999 Stock Plan. 



        (w)  "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below. 


        (x)   "Section 16(b)" means Section 16(b) of the Securities Exchange Act of 1934, as amended. 


        (y)   "Service Provider" means an Employee, Director or Consultant. 



        (z)   "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 below. 


        (aa) "Stock Purchase Right" means a right to purchase Common Stock pursuant to Section 11 below. 


        (bb) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of
the Code. 




        3.     Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of
Shares which may be subject to option and sold under the Plan is 41,602,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 


        If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock
are 










repurchased
by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 


        4.     Administration of the Plan. 



        (a)   The
Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. 


        (b)   Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 



        (i)    to
determine the Fair Market Value; 


        (ii)   to
select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder; 


        (iii)  to
determine the number of Shares to be covered by each such award granted hereunder; 


        (iv)  to
approve forms of agreement for use under the Plan; 


        (v)   to
determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall
determine; 


        (vi)  to
determine whether and under what circumstances an Option may be settled in cash under subsection 9(f) instead of Common Stock; 


        (vii) to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since
the date the Option was granted; 


        (viii) to
initiate an Option Exchange Program; 


        (ix)  to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws; 


        (x)   to
allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock
Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable; and 


        (xi)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan. 




        (c)   Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final
and binding on all Optionees. 




        5.     Eligibility. 



        (a)   Nonstatutory
Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 









        (b)   Each
Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans
of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 


        (c)   Neither
the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall it interfere in any way with his or her right or the Company's right to terminate such relationship at any time, with or without cause. 




        6.     Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 14 of the Plan. 


        7.     Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be
no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement. 


        8.     Option Exercise Price and Consideration. 



        (a)   The
per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to
the following: 



        (i)    In
the case of an Incentive Stock Option 



        (A)  granted
to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 


        (B)  granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 




        (ii)   In
the case of a Nonstatutory Stock Option 



        (A)  granted
to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant. 


        (B)  granted
to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 




        (iii)  Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. 




        (b)   The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in
the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other
Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in 









connection
with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit the Company. 




        9.     Exercise of Option. 



        (a)   Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement, but in no case at a rate of less than 20% per year over five (5) years
from the date the Option is granted. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be
exercised for a fraction of a Share. 




        An
Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of
the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan. 


        Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised. 



        (b)   Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is specified in the Option Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination
(but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). To the extent that the Optionee is not entitled to exercise the Option on the date of such
termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan. 


        (c)   Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of Optionee's disability, the Optionee
may within twelve (12) months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise an
Option to the extent otherwise entitled to exercise it at the date of such termination. If such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the
case of an Incentive Stock Option such Incentive Stock Option shall automatically cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option
on the day three months and one day following such termination. To the extent that the Optionee is not entitled to exercise the Option on the date of termination, or if the Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (d)   Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised at any time within twelve
(12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant) to the extent vested on the date of death. If,
at the time of death, the Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. The 












Option
may be exercised by the executor or administrator of the Optionee's estate or, if none, by the person(s) entitled to exercise the Option under the Optionee's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 



        (e)   Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option
previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 




        10.   Non-Transferability of Options and Stock Purchase Rights. Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only
by the Optionee. 


        11.   Stock Purchase Rights. 



        (a)   Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards
granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing
or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time
within which such person must accept such offer. The terms of the offer shall comply in all respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall
be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator. 


        (b)   Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's service with the Company for any reason (including death or disability). The purchase price for
Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the
Company. The repurchase option shall lapse at such rate as the Administrator may determine, but in no case at a rate of less than 20% per year over five years from the date of purchase. 


        (c)   Other Provisions. The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 


        (d)   Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those
of a shareholder and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 




        12.   Adjustments Upon Changes in Capitalization, Merger or Asset Sale. 



        (a)   Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or
Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without
receipt of 









consideration
by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or
Stock Purchase Right. 


        (b)   Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator
shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase Right shall terminate
immediately prior to the consummation of such proposed action. 


        (c)   Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and
have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock
Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall
terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option
or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger
or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 




        13.   Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all
purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 



        14.   Amendment and Termination of the Plan. 



        (a)   Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 


        (b)   Shareholder Approval. The Board shall obtain shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws. 


        (c)   Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the
Plan shall not affect the Administrator's ability to exercise 













the
powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 




        15.   Conditions Upon Issuance of Shares. 



        (a)   Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



        (b)   Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required. 




        16.   Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        17.   Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan. 


        18.   Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve
(12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. 


        19.   Information to Optionees and Purchasers. The Company shall provide to each Optionee and to each individual who acquires
Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure their access to equivalent information. 









 
 

IKANOS COMMUNICATIONS    
    
    1999 STOCK PLAN    
    
    STOCK OPTION AGREEMENT    
    



        Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock Option Agreement. 


I.     NOTICE OF STOCK OPTION GRANT  



	

Address:	

 	
 	

 
	 	
	 	 
	

 	

	
 	

 






        The
undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	Grant Number	 	 	 
	

Date of Grant	

 	
 	

 
	

Vesting Commencement Date	

 	
 	

 
	

Exercise Price per Share	

 	
 	

 
	

Total Number of Shares Granted	

 	
 	

 
	

Total Exercise Price	

 	
 	

 
	

Type of Option:	

o    Incentive Stock Option

o    Nonstatutory Stock Option	
 	

 
	

Term/Expiration Date:	

 	
 	

 






 Vesting Schedule:  




        This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 



 Termination Period:  




        This Option shall be exercisable for three months after Optionee ceases to be a Service Provider. Upon Optionee's death or Disability, this Option may be
exercised for one year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 


II.    AGREEMENT  


        1.    Grant of Option.    The Plan Administrator of the Company hereby grants to the Optionee named in
Section I hereof (the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in Section I hereof, at the exercise price per Share set forth in Section I
hereof (the "Exercise Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 



        If
designated in Section I hereof as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the
Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 








 

        2.    Exercise of Option.    



        (a)    Right to Exercise.    This Option shall be exercisable during its term in accordance with the Vesting Schedule
set out in Section I hereof and with the applicable provisions of the Plan and this Option Agreement. 



        (b)    Method of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached
as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option
is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 



        No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 




        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B. 


        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 


        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



        (a)   cash
or check; 


        (b)   consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 


        (c)   surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 




        6.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 


        7.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of 


2







 



Optionee
only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 


        8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option. 


        9.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



        (a)    Exercise of NSO.    There may be a regular federal income tax liability upon the exercise of an NSO. The
Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over
the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise. 


        (b)    Exercise of ISO.    If this Option qualifies as an ISO, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 



        (c)    Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal
income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of
exercise, or
(2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held. 


        (d)    Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and
if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company
on the compensation income recognized by the Optionee. 




        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by
the internal substantive laws but not the choice of law rules of California. 


3







 

        11.    No Guarantee of Continued Service.    OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	OPTIONEE	 	IKANOS COMMUNICATIONS
	

 	
 	

 
	
 Signature	 	
 By
	

 	
 	

 
	
 Print Name	 	
 Title
	

 	
 	

 
	
	 	 
	

 	
 	

 
	
 Residence Address	 	 
	 	 	 




4









 
 

EXHIBIT A    
    
    1999 STOCK PLAN    
    
    EXERCISE NOTICE    
    


Ikanos
Communications

47669 Fremont Blvd.

Fremont, CA 94538 


Attention:
Secretary 


        1.    Exercise of Option.    Effective as of today,
                        ,            , the undersigned ("Optionee")
hereby elects to exercise Optionee's option to purchase                        shares of the Common Stock (the "Shares") of Ikanos
Communications (the "Company") under and pursuant to the 1999 Stock Plan
(the "Plan") and the Stock Option Agreement dated 6/26/2003 (the "Option Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 


        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 


        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). 



        (a)    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 



        (b)    Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 


        (c)    Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 


        (d)    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the 









 




assignee),
or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 


        (e)    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such
Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        (f)    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding,
the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's
immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section. 


        (g)    Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive Legends and Stop-Transfer Orders.    



        (a)    Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 




THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD PURSUANT TO
RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (FROM COUNSEL ACCEPTABLE
TO THE COMPANY) SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE 





2







 



MUST
BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS
CERTIFICATE. 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
TRANSFEREES OF THESE SHARES. 





        (b)    Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 


        (c)    Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice
shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 



        9.    Interpretation.    Any dispute regarding the interpretation of this Exercise Notice shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding
on all parties. 


        10.    Governing Law; Severability.    This Exercise Notice is governed by the internal substantive laws but not the
choice of law rules, of California. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. 



	Submitted by:	 	Accepted by:
	OPTIONEE	 	IKANOS COMMUNICATIONS
	

 	
 	

 
	
 Signature	 	
 By
	

 	
 	

 
	
 Print Name	 	
 Title
	

 	
 	

 
	Address:	 	Address:
	 	 	47669 Fremont Blvd.
	
	 	Fremont, CA 94538
	

 	
 	

 
	
  	 	
 Date Received
	 	 	 




3









 
 

EXHIBIT B    
    
    INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	 	 
	

COMPANY:	

IKANOS COMMUNICATIONS	
 	

 
	

SECURITY:	

COMMON STOCK	
 	

 
	

AMOUNT:	

 	
 	

 
	

DATE:	

 	
 	

 





        In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 



        (a)   Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        (b)   Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection, Optionee understands that, in the
view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one
year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 


        (c)   Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three
month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 


        In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date 








 




the
Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by
an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and
(4) of the paragraph immediately above. 


        (d)   Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own
risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	 	 	Signature of Optionee:
	

 	
 	

 	

 
	 	 	

	 	 	 	 
	 	 	Date:	 
	 	 	 	

	 	 	 	 




2









 
 

IKANOS COMMUNICATIONS
  1999 STOCK PLAN    
    


 
 

STOCK OPTION AGREEMENT—EARLY EXERCISE    
    


 
 

NOTICE OF GRANT    
    


        Ikanos Communications, Inc. (the "Company") hereby grants you, [NAME OF EMPLOYEE] ("Optionee") a stock option under the Company's
1999 Stock Plan (the "Plan") to purchase the number of shares of common stock of the Company set forth below. Subject to the provisions of Appendix A (attached hereto) and of the Plan, the
principal features of this option are as follows: 



	

Grant Number	
 	

 
	

Date of Grant	
 	

 
	

Vesting Commencement Date	
 	

 
	

Exercise Price per Share	
 	

 
	

Total Number of Shares Granted	
 	

 
	

Total Exercise Price	
 	

 
	

Type of Option:	
 	

o    Incentive Stock Option

o    Nonstatutory Stock Option
	

Term/Expiration Date:	
 	

 






 Exercise and Vesting Schedule:  




        This option shall be exercisable in whole or in part, and shall vest according to the following vesting schedule: 25% of the Shares subject to this option shall
vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to this option shall vest each month thereafter, subject to you continuing to be a Service
Provider on such dates. 



 Termination Period:  




        This option may be exercised, to the extent it is then vested, for three months after you cease to be a Service Provider. Upon your termination due to death or
Disability, this option may be exercised, to the extent it is then vested, for one year after you cease to be Service Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above. 


        Your
signature below indicates your agreement and understanding that this option is subject to all of the terms and conditions contained in Appendix A and the Plan. You have
reviewed the Plan, Appendix A and this option in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this option, and you fully understand all provisions
of the option, Appendix A, and the Plan. PLEASE BE SURE TO READ ALL OF THE APPENDIX A (ATTACHED HERETO), WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
OPTION.



	OPTIONEE:	 	IKANOS COMMUNICATIONS
	

 Signature	
 	

 By
	

 Print Name	
 	

 Title











 
 

APPENDIX A    
    


TERMS AND CONDITIONS OF STOCK OPTION AGREEMENT—EARLY EXERCISE



        1.    Grant of Option.    The Administrator of the Company hereby grants to the Optionee an option (the "Option") to
purchase the number of Shares set forth in the Notice of Grant (together, with this Appendix A, the "Option Agreement"), at the exercise price per Share set forth in the Notice of Grant (the
"Exercise Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the Option Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein or in the Notice of Grant, the terms defined in the Plan
shall have the same defined meanings in this Appendix and the Notice of Grant. 



        If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), the Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), the Option shall be treated as a Nonstatutory Stock Option ("NSO"). 


        2.    Exercise of Option.    The Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Plan as follows: 



	(a)
	Right
to Exercise.



	(i)
	Subject
to subsections 2(a)(ii) and 2(a)(iii) below, the Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice
of Grant. Alternatively, at the election of the Optionee, the Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the
Company's repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).



	(ii)
	As
a condition to exercising the Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.



	(iii)
	The
Option may not be exercised for a fraction of a Share.






	(b)
	Method of Exercise.    The Option shall be exercisable by delivery of an exercise notice in the form attached as  Exhibit A (the "Exercise Notice") that shall state the election to exercise the Option, the number of Shares with respect to which the Option is
being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 




        No
Shares shall be issued pursuant to the exercise of the Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 


        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time the Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of the Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B.


        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement 







 



of
the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes
securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such Market Standoff Period. 



        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



	(a)
	cash;



	(b)
	check;



	(c)
	consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or



	(d)
	surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date
of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 




        6.    Restrictions on Exercise.    The Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 



        7.    Non-Transferability of Option.    The Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and the Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 


        8.    Term of Option.    The Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of the Option. 



        9.    Tax Consequences.    Set forth below is a brief summary as of the date of the Option of some of the federal tax
consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 



	(a)
	Exercise of NSO.    There may be a regular federal income tax liability upon the exercise of an NSO. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the
Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.



	(b)
	Exercise of ISO.If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 



2







 



	(c)
	Exercise of ISO Following Disability.    If the Optionee ceases to be an Employee as a result of a disability that is not a
total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such
termination for the ISO to be qualified as an ISO.



	(d)
	Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition
of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year
after exercise and at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax
purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price of the Exercised Shares and the lesser of (i) the Fair Market Value of the Exercised Shares
on the date of exercise, or (ii) the sale price of the Exercised Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the meaning of
Section 83 of the Code) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the period that the ISO Shares were held.



	(e)
	Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after
the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee.



	(f)
	Section 83(b) Election for Unvested Shares Purchased Pursuant to Options.    With respect to the exercise of the
Option for unvested Shares, an election (the "Election") may be filed by the Optionee with the Internal Revenue Service, within 30 days of the
purchase of the Shares, whereby the Optionee chooses, pursuant to Section 83(b) of the Code, to be taxed currently on any difference between the purchase price of the Shares and their Fair
Market Value on the date of purchase. In the case of an NSO, this will result in a recognition of taxable income to the Optionee on the date of exercise, measured by the excess, if any, of the Fair
Market Value of the Exercised Shares, at the time the Option is exercised over the purchase price for the Exercised Shares. Absent such an election, taxable income will be measured and recognized by
Optionee at the time or times on which the Company's Repurchase Option lapses. In the case of an ISO, such an election will result in a recognition of income to the Optionee for alternative minimum
tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised, over the purchase price for the Exercised
Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Optionee at the time or times on which the Company's Repurchase Option lapses. Optionee is
strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the
Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. 






        OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE'S BEHALF. 


3







 

        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. The Option Agreement is
governed by the internal substantive laws but not the choice of law rules of California. 


        11.    No Guarantee of Continued Service.    OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


o    O    o



4









 
 

EXHIBIT A    
    


 
 

1999 STOCK PLAN
  EXERCISE NOTICE    
    


Ikanos
Communications

47669 Fremont Blvd.

Fremont, CA 94538

Attention: Stock Plan Administrator 


        1.    Exercise of Option.    Effective as of today,                        ,
            , the undersigned ("Optionee")
hereby elects to exercise Optionee's option (the "Option") to purchase                        shares of the Common Stock (the
"Shares") of Ikanos Communications (the "Company") under and pursuant to the 1999
Stock Plan (the "Plan") and the Stock Option Agreement dated                        (the "Option Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 


        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as
practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12
of the Plan. 


        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). 



	(a)
	Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the "Notice")
stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).



	(b)
	Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c) below.



	(c)
	Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under
this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the
Board of Directors of the Company in good faith.



	(d)
	Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check),
by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to 








 


the
assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 



	(e)
	Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a
higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any
applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the
Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.



	(f)
	Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding, the transfer
of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's immediate
family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the
transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance
with the terms of this Section.



	(g)
	Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the first sale of
Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as
amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive
Legends and Stop-Transfer Orders. 



	(a)
	Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 




THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 



THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF 





2







 






THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 




	(b)
	Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the
same effect in its own records.



	(c)
	Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that have been sold
or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and the terms and conditions of this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set
forth, the terms and conditions of this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 


        9.    Interpretation.    Any dispute regarding the interpretation of this Exercise Notice shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding
on all parties. 


        10.    Governing Law; Severability.    This Exercise Notice is governed by the internal substantive laws, but not the
choice of law rules, of California. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and Optionee. 



	Submitted by:	 	Accepted by:
	
OPTIONEE:	
 	

IKANOS COMMUNICATIONS
	

 Signature	
 	

 By
	

 Print Name	
 	

 Title
	
Address:	
 	
Address:
	

    
	
 	

Ikanos Communications

47669 Fremont Blvd.

Fremont, CA 94538
	

 	
 	

Date
Received:                                       
                     




3







 
 
 

EXHIBIT B    
    


 
 

INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	 
	COMPANY:	 	IKANOS COMMUNICATIONS
	SECURITY:	 	COMMON STOCK
	AMOUNT:	 	 
	DATE:	 	 





        In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 


        (a)    Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        (b)    Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company. 


        (c)    Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public
information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable. 


        In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were 


4







 



sold
by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by
a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above. 


        (d)    Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	 	 	Signature of Optionee:
	

 	
 	


	

 	
 	

Date:	
 	

    





5









 
 

EXHIBIT C-1    
    


 
 

IKANOS COMMUNICATIONS
  1999 STOCK PLAN
  RESTRICTED STOCK PURCHASE AGREEMENT    
    


        THIS AGREEMENT is made between                        (the
"Purchaser") and Ikanos Communications (the "Company") as of                        ,
            . 



        Unless
otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Agreement. 


 
 

RECITALS    
    


        A.    Pursuant to the exercise of the option
no.                        granted to Purchaser under the Plan and pursuant to the Option Agreement dated
                        by and between the Company and Purchaser with respect to such grant (the "Option"), which Plan and Option
Agreement are hereby incorporated by reference, Purchaser has elected to
purchase                        of those shares of Common Stock which have not become vested under the vesting schedule set forth
in the Option Agreement ("Unvested Shares"). The Unvested Shares and the
shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the "Shares". 



        B.    As
required by the Option Agreement, as a condition to Purchaser's election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and
obligations of the parties with respect to Shares acquired upon exercise of the Option. 



	1.
	Repurchase Option.



	(a)
	If
Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from
Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the
"Repurchase Option").



	(b)
	Upon
the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal
representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a
date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the
Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.



	(c)
	At
its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to
Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office.



	(d)
	If
the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase
Option shall terminate.



	(e)
	The
Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement. 











 





        2.    Transferability of the Shares; Escrow.




	(a)
	Purchaser
hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option
has been exercised from Purchaser to the Company.



	(b)
	To
insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby
appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person
designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as  Exhibit C-2. The Unvested Shares
and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow
Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if
any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested
Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow
agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required
pursuant to other restrictions imposed pursuant to this Agreement.



	(c)
	The
Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise
of its judgment.



	(d)
	Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all
the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. 





        3.    Ownership, Voting Rights, Duties.    This Agreement shall not affect in any way the ownership, voting rights or
other rights or duties of Purchaser, except as specifically provided herein. 


        4.    Legends.    The share certificate evidencing the Shares issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable federal and state securities laws): 



        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


        5.    Adjustment for Stock Split.    All references to the number of Shares and the purchase price of the Shares in
this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company pursuant to Section 12 of the Plan after
the date of this Agreement. 


2







 



        6.    Notices.    Notices required hereunder shall be given in person or by registered mail to the address of
Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 


        7.    Survival of Terms.    This Agreement shall apply to and bind Purchaser and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 


        8.    Section 83(b) Election.    Purchaser hereby acknowledges that he or she has been informed that, with
respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within
30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price
of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the
date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an
Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election
will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares,
at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the
time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the
purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as  Exhibit C-5 for
reference. 


        PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. 



        9.    Representations.    Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of
its agents. Purchaser understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this
Agreement. 



        10.    Governing Law.    This Agreement shall be governed by the internal substantive laws, but not the choice of law
rules, of California. 


        Purchaser
represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement. 


Remainder of Page Intentionally Left Blank  


3







 

        IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 



	OPTIONEE:	 	IKANOS COMMUNICATIONS
	

                                         
                       

Signature	
 	

                                         
                       

By
	

                                         
                       

Print Name	
 	

                                         
                       

Title
	

                                         
                       	
 	

 
	

                                         
                       

Residence Address	
 	

 
	

Dated:                            ,
                	
 	

 




4









 
 

EXHIBIT C-2    
    


 
 

ASSIGNMENT SEPARATE FROM CERTIFICATE    
    


        FOR VALUE RECEIVED I,                        , hereby sell, assign
and transfer unto Ikanos Communications                        
(                        ) shares of the Common Stock of
Ikanos Communications standing in my name of the books of said corporation represented by Certificate No.            herewith and do hereby irrevocably constitute and
appoint                        to
transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 


        This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Ikanos Communications and the undersigned
dated                        ,
            . 



	Dated:                                       
                             	 	Signature:                                      
                              





INSTRUCTIONS:    Please do not fill in any blanks other than the signature line. The purpose of this assignment is to
enable the Company to exercise its "repurchase option," as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 









 
 

EXHIBIT C-3    
    


 
 

JOINT ESCROW INSTRUCTIONS    
    


            ,
         


Ikanos
Communications

47709 Fremont Blvd.

Fremont, CA 94538

Attention: Secretary 


Dear                        :



        As
Escrow Agent for both Ikanos Communications (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and directed to hold
the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with the following
instructions: 


        1.    In
the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the "Company") exercises the Company's repurchase option
set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing
hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the
terms of said notice. 


        2.    At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous
delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's repurchase option. 



        3.    Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of
this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not
limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this
paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 



        4.    Upon
written request of the Purchaser, but no more than once per calendar year, unless the Company's repurchase option has been exercised, you will deliver to Purchaser a
certificate or certificates representing so many shares of stock as are not then subject to the Company's repurchase option. Within 120 days after cessation of Purchaser's continuous employment
by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued
pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company's repurchase option. 



        5.    If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all
of the same to Purchaser and shall be discharged of all further obligations hereunder. 


        6.    Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 







 



        7.    You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit
to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith. 


        8.    You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 


        9.    You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder. 



        10.    You
shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with
you. 


        11.    You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may
rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 


        12.    Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to
each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 


        13.    If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments. 


        14.    It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder,
you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by
a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or
defend any such proceedings. 


        15.    Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the other parties hereto. 


        16.    By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 


        17.    This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 



        18.    These
Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of California. 


2







 


	PURCHASER:	 	IKANOS COMMUNICATIONS
	

                                         
                       

Signature	
 	

                                         
                       

By
	

                                         
                       

Print Name	
 	

                                         
                       

Title
	

                                         
                       

Address	
 	

 
	

                                         
                       

ESCROW AGENT	
 	

 
	

                                         
                       

Corporate Secretary	
 	

 
	

Dated:                         ,
            	
 	

 




3









 
 

EXHIBIT C-4    
    


 
 

CONSENT OF SPOUSE    
    


        I,                        , spouse
of                        have read and approve the foregoing Restricted Stock Purchase Agreement (the "Agreement"). In
consideration of the
Company's grant to my spouse of the right to purchase shares of IKANOS COMMUNICATIONS, as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact with
respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. 



	Dated:                         ,
            	 	Signature:
                                         
                       











 
 

EXHIBIT C-5    
    


 
 

ELECTION UNDER SECTION 83(b)
  OF THE INTERNAL REVENUE CODE OF 1986    
    


        The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property
described below: 


	1.
	The
name, address, taxpayer identification number and taxable year of the undersigned are as follows:



	

	NAME:                                       
             TAXPAYER:                            
            SPOUSE:



	

	ADDRESS:



	

	IDENTIFICATION
NO.:                        TAXPAYER:               
                         SPOUSE:



	

	TAXABLE
YEAR:



	2.
	The
property with respect to which the election is made is described as follows:                        shares (the "Shares") of the
Common Stock of Ikanos Communications (the "Company").



	3.
	The
date on which the property was transferred is:                        ,    .



	4.
	The
property is subject to the following restrictions:



	

	The
Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the
satisfaction of certain conditions contained in such agreement.



	5.
	The
fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:



	

	$                        .



	6.
	The
amount (if any) paid for such property is:



	

	$                        .




        The
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property.
The transferee of such property is the person performing the services in connection with the transfer of said property. 



        The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.



	Dated:                         ,
        	 	                                        
                        

Taxpayer
	

The undersigned spouse of taxpayer joins in this election.
	

Dated:                         ,         	
 	

                                         
                       













QuickLinks



Exhibit 10.2


IKANOS COMMUNICATIONS 1999 STOCK PLAN


IKANOS COMMUNICATIONS 1999 STOCK PLAN STOCK OPTION AGREEMENT


EXHIBIT A 1999 STOCK PLAN EXERCISE NOTICE


EXHIBIT B INVESTMENT REPRESENTATION STATEMENT



IKANOS COMMUNICATIONS 1999 STOCK PLAN

STOCK OPTION AGREEMENT—EARLY EXERCISE

NOTICE OF GRANT



APPENDIX A


EXHIBIT A

1999 STOCK PLAN EXERCISE NOTICE

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT


EXHIBIT C-1

IKANOS COMMUNICATIONS 1999 STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENT

RECITALS



EXHIBIT C-2

ASSIGNMENT SEPARATE FROM CERTIFICATE


EXHIBIT C-3

JOINT ESCROW INSTRUCTIONS


EXHIBIT C-4

CONSENT OF SPOUSE


EXHIBIT C-5

ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986