Exhibit
10.2


IKANOS
COMMUNICATIONS


CONSULTING AGREEMENT


 


This Consulting Agreement (this “Agreement”)
is entered into effective as of October 24, 2006 by and between Ikanos
Communications (the “Company”) and
Rajesh Vashist (“Consultant”).  The Company desires to retain Consultant as
an independent contractor to perform consulting services for the Company, and
Consultant is willing to perform such services, on the terms described
below.  In consideration of the mutual promises
contained herein, the parties agree as follows:


1.             Services and
Compensation.  Consultant agrees to
perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the
compensation described in Exhibit A for Consultant’s performance of
the Services.


2.             Confidentiality.


A.            Definition.  “Confidential
Information” means any non-public information that relates to the
actual or anticipated business or research and development of the Company,
technical data, trade secrets or know-how, including, but not limited to,
research, product plans or other information regarding the Company’s products
or services and markets therefor, customer lists and customers (including, but
not limited to, customers of the Company on whom Consultant called or with whom
Consultant became acquainted during the term of this Agreement), software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other
business information.  Confidential
Information does not include information that (i) is known to Consultant
at the time of disclosure to Consultant by the Company as evidenced by written
records of Consultant, (ii) has become publicly known and made generally
available through no wrongful act of Consultant or (iii) has been
rightfully received by Consultant from a third party who is authorized to make
such disclosure.


B.            Nonuse and Nondisclosure.  Consultant will not, during or subsequent to
the term of this Agreement, (i) use the Confidential Information for any
purpose whatsoever other than the performance of the Services on behalf of the
Company or (ii) disclose the Confidential Information to any third
party.  Consultant agrees that all
Confidential Information will remain the sole property of the Company.  Consultant also agrees to take all reasonable
precautions to prevent any unauthorized disclosure of such Confidential
Information.


C.            Former Client Confidential Information.  Consultant agrees that Consultant will not,
during the term of this Agreement, improperly use or disclose any proprietary
information or trade secrets of any former or current employer of Consultant or
other person or entity with which Consultant has an agreement or duty to keep
in confidence information acquired by Consultant, if any.  Consultant also agrees that Consultant will
not bring onto the Company’s premises any unpublished document or proprietary
information belonging to any such employer, person or entity unless consented
to in writing by such employer, person or entity.









 



D.            Third Party
Confidential Information.  Consultant
recognizes that the Company has received and in the future will receive from
third parties their confidential or proprietary information subject to a duty
on the Company’s part to maintain the confidentiality of such information and
to use it only for certain limited purposes. 
Consultant agrees that, during the term of this Agreement and
thereafter, Consultant owes the Company and such third parties a duty to hold
all such confidential or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use it except
as necessary in carrying out the Services for the Company consistent with the
Company’s agreement with such third party.


E.             Return of Materials.  Upon the termination of this Agreement, or
upon Company’s earlier request, Consultant will deliver to the Company all of
the Company’s property, including but not limited to all electronically stored
information and passwords to access such property, and Confidential Information
that Consultant may have in Consultant’s possession or control.


3.             Ownership.


A.            Assignment.  Consultant agrees that all copyrightable
material, notes, records, drawings, designs, inventions, improvements,
developments, discoveries and trade secrets conceived, discovered, developed or
reduced to practice by Consultant, solely or in collaboration with others,
during the term of this Agreement that relate in any manner to the business of
the Company that Consultant may be directed to undertake, investigate or
experiment with or that Consultant may become associated with in work,
investigation or experimentation in the Company’s line of business in
performing the Services under this Agreement (collectively, “Inventions”) are the sole property of the
Company. Consultant also agrees to assign (or cause to be assigned) and hereby
assigns fully to the Company all Inventions and any copyrights, patents, mask
work rights or other intellectual property rights relating to all Inventions.


B.            Further Assurances.  Consultant agrees to assist the Company, or
its designee, at the Company’s expense, in every proper way to secure the
Company’s rights in Inventions and any copyrights, patents, mask work rights or
other intellectual property rights relating to all Inventions in any and all
countries, including the disclosure to the Company of all pertinent information
and data with respect to all Inventions, the execution of all applications,
specifications, oaths, assignments and other instruments that the Company may
deem necessary in order to apply for and obtain such rights and in order to
assign and convey to the Company and its successors, assigns and nominees the
sole and exclusive right, title and interest in and to all Inventions and any
copyrights, patents, mask work rights or other intellectual property rights
relating to all Inventions.  Consultant
also agrees that Consultant’s obligation to execute or cause to be executed any
such instrument or papers shall continue after the termination of this
Agreement.


C. Pre-Existing Materials.  Subject to Section 3.A, Consultant agrees
that if, in the course of performing the Services, Consultant incorporates into
any Invention developed under this Agreement any pre-existing invention,
improvement, development, concept, discovery or other proprietary information
owned by Consultant or in which Consultant has an interest, (i) Consultant
will inform the Company, in writing, before incorporating such invention, improvement,
development, concept, discovery or other proprietary information into any
Invention, and (ii) the



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Company is
hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, worldwide
license to make, have made, modify, use and sell such item as part of or in
connection with such Invention. Consultant will not incorporate any invention,
improvement, development, concept, discovery or other proprietary information
owned by any third party into any Invention without the Company’s prior written
permission.


D.            Attorney-in-Fact.  Consultant agrees that, if the Company is
unable because of Consultant’s unavailability, dissolution or mental or
physical incapacity, or for any other reason, to secure Consultant’s signature
for the purpose of applying for or pursuing any application for any United
States or foreign patents or mask work or copyright registrations covering the
Inventions assigned to the Company in Section 3.A, then Consultant hereby
irrevocably designates and appoints the Company and its duly authorized
officers and agents as Consultant’s agent and attorney-in-fact, to act for and
on Consultant’s behalf to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of
patents and copyright and mask work registrations with the same legal force and
effect as if executed by Consultant.


4.             Conflicting Obligations.


A.            Conflicts. 
Consultant certifies that Consultant has no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement or
that would preclude Consultant from complying with the provisions of this
Agreement.  Consultant will not enter
into any such conflicting agreement during the term of this Agreement.


B.            Substantially Similar Designs.  In view of Consultant’s access to the Company’s
trade secrets and proprietary know-how, Consultant agrees that Consultant will
not, without the Company’s prior written approval, design identical or
substantially similar designs as those developed under this Agreement for any
third party during the term of this Agreement and for a period of 12 months
after the termination of this Agreement. Consultant acknowledges that the
obligations in this Section 4 are ancillary to Consultant’s nondisclosure
obligations under Section 2.


5.             Reports. 
Consultant also agrees that Consultant will, from time to time during
the term of this Agreement or any extension thereof, keep the Company advised
as to Consultant’s progress in performing the Services under this
Agreement.  Consultant further agrees
that Consultant will, as requested by the Company, prepare written reports with
respect to such progress.  The Company
and Consultant agree that the time required to prepare such written reports
will be considered time devoted to the performance of the Services.


6.             Term and Termination.


A.            Term. 
The term of this Agreement will begin on the date of this Agreement and
will continue until the earlier of (i) December 31, 2006 or
(ii) termination as provided in Section 6.B.


B.            Termination.  Either party may terminate this Agreement
upon giving the other party fourteen (14) days’ prior written notice of such
termination pursuant to Section 10.E of this Agreement.   The Company may terminate this Agreement
immediately and without prior notice



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if Consultant
refuses to or is unable to perform the Services or is in breach of any material
provision of this Agreement.


C.            Survival. 
Upon such termination, all rights and duties of the Company and
Consultant toward each other shall cease except:


(1)           The Company will pay,
within thirty (30) days after the effective date of termination, all amounts
owing to Consultant for Services completed and accepted by the Company prior to
the termination date and related expenses, if any, submitted in accordance with
the Company’s policies and in accordance with the provisions of Section 1
of this Agreement; and


(2)           Section 2
(Confidentiality), Section 3 (Ownership), Section 4 (Conflicting
Obligations), Section 7 (Independent Contractor; Benefits), and
Section 8 (Arbitration and Equitable Relief) will survive termination of
this Agreement.


7.             Independent Contractor; Benefits.


A.            Independent Contractor.  It is the express intention of the
Company and Consultant that Consultant performs the Services as an independent contractor
to the Company.  Nothing in this
Agreement shall in any way be construed to constitute Consultant as an agent,
employee or representative of the Company. 
Without limiting the generality of the foregoing, Consultant is not
authorized to bind the Company to any liability or obligation or to represent
that Consultant has any such authority. 
Consultant acknowledges and agrees that Consultant is obligated to
report as income all compensation received by Consultant pursuant to this
Agreement.  Consultant agrees to and
acknowledges the obligation to pay all self-employment and other taxes on such
income.


B.            Benefits. 
The Company and Consultant agree that Consultant will receive no
Company-sponsored benefits from the Company. 
If Consultant is reclassified by a state or federal agency or court as
the Company’s employee, Consultant will become a reclassified employee and will
receive no benefits from the Company, except those mandated by state or federal
law, even if by the terms of the Company’s benefit plans or programs in effect
at the time of such reclassification, Consultant would otherwise be eligible
for such benefits.


8.             Arbitration and Equitable Relief.


A.            Arbitration.  Consultant agrees that any and all
controversies, claims or disputes with anyone (including the Company and any
employee, officer, director, shareholder or benefit plan of the Company, in its
capacity as such or otherwise) arising out of, relating to or resulting from
Consultant’s performance of the Services under this Agreement or the
termination of this Agreement, including any breach of this Agreement, shall be
subject to binding arbitration under the Arbitration Rules set forth in
California Code of Civil Procedure Section 1280 through 1294.2, including
Section 1283.05 (the “Rules”) and pursuant to California law.  CONSULTANT AGREES TO ARBITRATE, AND THEREBY
AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO, ALL DISPUTES
ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: ANY
STATUTORY CLAIMS UNDER



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STATE OR FEDERAL LAW, CLAIMS UNDER TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION
ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE CALIFORNIA LABOR CODE,
CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY
CLAIMS.  Consultant understands that this
agreement to arbitrate also applies to any disputes that the Company may have
with Consultant. 


B.            Procedure. 
Consultant agrees that any arbitration will be administered by the
American Arbitration Association (“AAA”),
and that a neutral arbitrator will be selected in a manner consistent with its
National Rules for the Resolution of Employment Disputes.  Consultant agrees that the arbitrator will
have the power to decide any motions brought by any party to the arbitration,
including discovery motions, motions for summary judgment and/or adjudication
and motions to dismiss and demurrers, prior to any arbitration hearing.  Consultant agrees that the arbitrator will
issue a written decision on the merits. 
Consultant also agrees that the arbitrator will have the power to award
any remedies, including attorneys’ fees and costs, available under applicable
law.  Consultant understands that the
Company will pay for any administrative or hearing fees charged by the
arbitrator or AAA, except that Consultant shall pay the amount of any filing
fees associated with any arbitration Consultant initiates that Consultant would
have otherwise had to pay had he filed any such claim in court.  Consultant agrees that the arbitrator will
administer and conduct any arbitration in a manner consistent with the Rules
and that, to the extent that the AAA’s National Rules for the Resolution of
Employment Disputes conflict with the Rules, the Rules will take precedence.


C.            Remedy. 
Except as provided by the Rules, arbitration will be the sole, exclusive
and final remedy for any dispute between the Company and Consultant.  Accordingly, except as provided for by the
Rules, neither the Company nor Consultant will be permitted to pursue court
action regarding claims that are subject to arbitration.  Notwithstanding the foregoing, the arbitrator
will not have the authority to disregard or refuse to enforce any lawful
Company policy, and the arbitrator shall not order or require the Company to
adopt a policy not otherwise required by law which the Company has not adopted.


D.            Availability of Injunctive Relief.  In addition to the right under the Rules to
petition the court for provisional relief, Consultant agrees that any party may
also petition the court for injunctive relief where either party alleges or
claims a violation of Sections 2 (Confidentiality), 3 (Ownership) or 4
(Conflicting Obligations) of this Agreement or any other agreement regarding
trade secrets, confidential information, nonsolicitation or Labor Code
§2870.  In the event either the Company
or Consultant seeks injunctive relief, the prevailing party will be entitled to
recover reasonable costs and attorneys’ fees.


E.             Administrative Relief.  Consultant understands that this Agreement
does not prohibit Consultant from pursuing an administrative claim with a
local, state or federal administrative body such as the Department of Fair
Employment and Housing, the Equal Employment Opportunity Commission or the
workers’ compensation board.  This
Agreement does, however, preclude Consultant from pursuing court action
regarding any such claim.



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F.             Voluntary Nature of Agreement.  Consultant acknowledges and agrees that
Consultant is executing this Agreement voluntarily and without any duress or
undue influence by the Company or anyone else. Consultant further acknowledges
and agrees that Consultant has carefully read this Agreement and has asked any
questions needed to understand the terms, consequences and binding effect of
this Agreement and fully understand it, including that Consultant is waiving
its right to a jury trial.  Finally,
Consultant agrees that Consultant has been provided an opportunity to seek the
advice of an attorney of its choice before signing this Agreement.


11.           Miscellaneous.


A.            Governing Law.  This Agreement shall be governed by the laws
of California without regard to California’s conflicts of law rules.


B.            Assignability.  Except as otherwise provided in this
Agreement, Consultant may not sell, assign or delegate any rights or
obligations under this Agreement.


C.            Entire Agreement.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior written and oral agreements between the
parties regarding the subject matter of this Agreement, except for continuing
obligations the parties may have to each other under the Vashist Employment Agreement
entered into between the Company and Consultant dated August 31, 2005 (the “Employment Agreement”), the Severance
Agreement and Release entered into between the Company and Consultant on
October 24, 2006 (the “Separation Agreement”)
and the Employee Inventions and Proprietary Rights Assignment Agreement entered
into between Consultant and the Company.


D.            Headings. 
Headings are used in this Agreement for reference only and shall not be
considered when interpreting this Agreement.


E.             Notices. 
Any notice or other communication required or permitted by this
Agreement to be given to a party shall be in writing and shall be deemed given
if delivered personally or by commercial messenger or courier service, or
mailed by U.S. registered or certified mail (return receipt requested), or sent
via facsimile (with receipt of confirmation of complete transmission), to the
party at the party’s address or facsimile number written below or at such other
address or facsimile number as the party may have previously specified by like
notice.  If by mail, delivery shall be
deemed effective 3 business days after mailing in accordance with this Section 10.E.


(1)           If to the Company, to:


Ikanos Communications

47669 Fremont Boulevard

Fremont, CA 94538

Attention: G. Venkatesh, Executive
Chairman of the Board of

Directors of Ikanos Communications, Inc.
Telephone: (510) 979-0400

Facsimile: (510) 979-0500



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(2)           If to Consultant, to
the address for notice on the signature page

to this Agreement or, if no such address is provided, to the last address of
Consultant provided by Consultant to the Company.


F.             Attorneys’ Fees.  In any court action at law or equity that is
brought by one of the parties to this Agreement to enforce or interpret the
provisions of this Agreement, the prevailing party will be entitled to
reasonable attorneys’ fees, in addition to any other relief to which that party
may be entitled.


G.            Severability.  If any provision of this Agreement is found
to be illegal or unenforceable, the other provisions shall remain effective and
enforceable to the greatest extent permitted by law.


(Remainder of page intentionally
left blank.)



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IN WITNESS WHEREOF, the parties hereto have executed
this Consulting Agreement as of the date first written above.


	
   

  	
   

  
	
  CONSULTANT

  	
  IKANOS COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
  /s/ Rajesh Vashist

  	
   

  	
  By:

  	
  /s/ G. Venkatesh

  	
   

  
	
  Name: Rajesh
  Vashist

  	
   

  	
  Name: G. Venkatesh

  
	
   

  	
   

  	
  Title: Executive Chairman of the Board of

  
	
   

  	
   

  	
  Directors of Ikanos Communications, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address for
  Notice:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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EXHIBIT A


Services and Compensation


1.               Contact. 
Consultant’s principal Company contacts:


Name: G. Venkatesh, Dan Atler and Nick Shamlou


2.               Services. 
The Services shall include, but shall not be limited to, the following:


Consultant will provide consulting and advisory services relating to matters
and projects or work in process that had been within the Consultant’s areas of
responsibility while he served as Chief Executive Officer of the Company,
including, without limitation, such appropriate tasks as the Company’s Board of
Directors (the “Board”) may request as necessary
and appropriate to assist his successor to transition into the position of the
Company’s Chief Executive Officer and traveling to key customers of the Company.  Consultant will be required to provide twenty
(20) hours per week in Services under this Agreement.


3.               Compensation.


A.    Consultant’s stock option to
purchase 175,483 shares of Company common stock granted on March 10, 2004 under
the Company’s 1999 Stock Plan (the “Option”) will
immediately vest and become exercisable as to the 100% of the unvested shares
subject thereto, after taking into account any acceleration of vesting under
the Employment Agreement upon the date the Separation Agreement becomes
effective.  The acceleration of vesting
provided for under this Section 3.A. will occur on the date the Separation
Agreement becomes effective and will not be contingent upon Executive providing
Services under the Agreement; provided, however, that nothing in this Section
3.A. or otherwise will prevent the Company from seeking damages or any other
remedy pursuant to law or equity for any breach by Consultant of this Agreement
or otherwise failing to provide Services.


B.    Consult will receive Company-paid coverage for Consultant and
Consultant’s eligible dependents under the Company’s Benefit Plans (as defined
in the Employment Agreement) until the termination of this Agreement (as
determined under Section 6 of this Agreement).


C.    The Company will reimburse
Consultant for all reasonable expenses incurred by Consultant in performing the
Services pursuant to this Agreement, if Consultant receives written consent
from an authorized agent of the Company prior to incurring such expenses and
submits receipts for such expenses to the Company in accordance with Company
policy.