Exhibit 10.25


IKANOS COMMUNICATIONS,
INC.


AMENDED
AND RESTATED


2004
EQUITY INCENTIVE PLAN


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


Unless otherwise defined
herein, the terms defined in the amended and restated 2004 Equity Incentive
Plan (the “Plan”) will have the same defined meanings in this Notice of Grant.


Name:


Address:


You have been granted the
right to receive Restricted Stock Units, subject to the terms and conditions of
the Plan and this Restricted Stock Unit Agreement as follows:


 


	
  Grant Number

  	
   

  
	
  Date of Grant

  	
   

  
	
  Vesting Commencement
  Date

  	
   

  
	
  Total Number of Restricted
  Stock

  	
   

  
	
  Units

  	
   

  



Vesting
Schedule:


[Twenty-five percent
(25%) of the Restricted Stock Units will vest and be issued to Participant on
each anniversary of the Vesting Commencement Date, provided that the
Participant continues to be a Service Provider through such dates.  In the event Participant ceases to be a
Service Provider for any or no reason (including death or Disability) before
Participant vests in the right to acquire the Shares to be issued pursuant to
the Restricted Stock Unit, the Restricted Stock Unit and the Participant’s
right to acquire any Shares hereunder will immediately terminate.]


By your signature and the
signature of the Company’s representative below, you and the Company agree that
this Award is granted under and governed by the terms and conditions of the
Plan and the Terms and Conditions of Restricted Stock Units (the “Agreement”),
attached hereto as Exhibit A, both of which are made a part of this
document.  You further agree to execute
the attached Agreement as a condition to receiving any Restricted Stock Units
under this Award.


 


	
  PARTICIPANT:

  	
   

  	
  IKANOS COMMUNICATIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  



 


 

















 


APPENDIX A


TERMS AND
CONDITIONS OF RESTRICTED STOCK UNITS


1.             Grant.  The Company hereby grants to the Participant
under the Plan an Award of Restricted Stock Units, subject to all of the terms
and conditions in this Agreement and the Plan.


2.             Company’s
Obligation to Pay.  Each Restricted
Stock Unit has a value equal to the Fair Market Value of a Share on the date it
becomes vested.  Unless and until the Restricted
Stock Units will have vested in the manner set forth in Sections 3 and 4,
the Participant will have no right to payment of any such Restricted Stock Units.  Prior to actual payment of any vested Restricted
Stock Units, such Restricted Stock Unit will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the
Company.


3.             Vesting
Schedule.  Subject to Section 4, the Restricted
Stock Units awarded by this Agreement will vest in the Participant according to
the vesting schedule set forth on the attached Notice of Grant of Restricted
Stock Units, subject to the Participant continuing to be a Service Provider
through each applicable vesting date.


4.             Forfeiture
upon Termination as Service Provider. 
Notwithstanding any contrary provision of this Agreement, if the
Participant ceases to be a Service Provider for any or no reason, the
then-unvested Restricted Stock Units awarded by this Agreement will thereupon
be forfeited at no cost to the Company and the Participant will have no further
rights thereunder.


5.             Payment
after Vesting.  Any Restricted Stock
Units that vest in accordance with Section 3 will be paid to the Participant
(or in the event of the Participant’s death, to his or her estate) in whole Shares,
provided that to the extent determined appropriate by the Company, any federal,
state and local withholding taxes with respect to such Restricted Stock Units
will be paid by reducing the number of Shares actually paid to the Participant.


6.             Payments after Death. 
Any distribution or delivery to be made to the Participant under this
Agreement will, if the Participant is then deceased, be made to the Participant’s
designated beneficiary, or if no beneficiary survives the Participant, the administrator
or executor of the Participant’s estate. 
Any such transferee must furnish the Company with (a) written
notice of his or her status as transferee, and (b) evidence satisfactory
to the Company to establish the validity of the transfer and compliance with
any laws or regulations pertaining to said transfer.


7.             Withholding
of Taxes.  Notwithstanding any
contrary provision of this Agreement, no certificate representing the Shares
will be issued to the Participant, unless and until satisfactory arrangements
(as determined by the Administrator) will have been made by the Participant
with respect to the payment of income, employment and other taxes which the
Company determines must be withheld with respect to such Shares so
issuable.  The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit the Participant to satisfy such tax withholding obligation, in whole
or in part by one or more of the following (without limitation):
(a) paying cash, (b) electing to have the Company withhold otherwise
deliverable Shares having a Fair Market Value equal to the minimum amount
required to be withheld, (c) delivering to the Company already vested and
owned Shares having a Fair Market Value equal to the amount required to be
withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Participant through such


 

















means as the Company may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount required to be
withheld.  If the Participant fails to
make satisfactory arrangements for the payment of any required tax withholding obligations
hereunder at the time any applicable Shares otherwise are scheduled to vest
pursuant to Section 3, the Participant will permanently forfeit such Shares and
the Shares will be returned to the Company at no cost to the Company.


8.             Rights
as Stockholder.  Neither the
Participant nor any person claiming under or through the Participant will have
any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing
such Shares will have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Participant.


9.             No
Effect on Service.  Participant
acknowledges and agrees that the vesting of the Restricted Stock Units pursuant
to Section 3 hereof is earned only by Participant continuing to be a Service
Provider through the applicable vesting dates (and not through the act of being
hired or acquiring Shares hereunder). 
Participant 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 Participant’s continuation
as a Service Provider for the vesting period, for any period, or at all, and
will not interfere with the Participant’s right or the right of the Company to
terminate Participant’s status as a Service Provider at any time, with or
without cause.


10.           Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company, in care of its
[TITLE] at Ikanos Communications, Inc., [ADDRESS], or at such other
address as the Company may hereafter designate in writing.


11.           Grant
is Not Transferable.  Except to the
limited extent provided in Section 6, this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to
sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.


12.           Binding
Agreement.  Subject to the limitation
on the transferability of this grant contained herein, this Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.


13.           Additional
Conditions to Issuance of Stock.  If
at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the issuance
of shares to the Participant (or his estate), such issuance will not occur
unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained free of any conditions not acceptable to
the Company.  Where the Company
determines that the delivery of the payment of any Shares will violate federal
securities laws or other Applicable Laws, the Company will defer delivery until
the earliest date at which the Company reasonably anticipates


 

















 


that the delivery of Shares will no longer cause such violation.  The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities
exchange and to obtain any such consent or approval of any such governmental
authority.


14.           Plan
Governs.  This Agreement is subject
to all terms and provisions of the Plan. 
In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.


15.           Administrator
Authority.  The Administrator will
have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any Restricted Stock Units
have vested).  All actions taken and all
interpretations and determinations made by the Plan Administrator in good faith
will be final and binding upon Participant, the Company and all other
interested persons.  No member of the Plan
Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.


16.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


17.           Agreement
Severable.  In the event that any
provision in this Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of this
Agreement.


By
Participant’s signature below, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof.  Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement.  Participant agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.  Participant further agrees to notify the
Company upon any change in the residence indicated in the Notice of Grant of
Restricted Stock Units.


 


	
  PARTICIPANT

  	
   

  	
  IKANOS COMMUNICATIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: