exv10w1






Exhibit 10.1




IXIA

OFFICER SEVERANCE PLAN




(As Amended and Restated effective January 1, 2009)




          WHEREAS, Ixia (“Ixia” or the “Company”) previously adopted the Officer Severance Plan
effective September 1, 2000 (the “OSP”), in order to provide severance benefits to certain officers
of the Company; and



          WHEREAS, the Company reserved the right to amend the OSP pursuant to Section 9(g) thereof; and



          WHEREAS, effective January 1, 2009, the Company desires to amend and restate the OSP, to the
extent necessary to incorporate the provisions required by Section 409A of the Internal Revenue
Code of 1986, as amended (“Code”), and to make certain other changes; and



          WHEREAS, effective December 31, 2008, the Company desires to adopt a patch amendment to the
OSP to incorporate the provisions required by Code Section 409A for the benefit of any Eligible
Officer who elects prior to December 31, 2008, to continue participation in the OSP either (i) for
the term of his employment as an Eligible Officer with the Company;
or (ii) until January 8, 2010, at which time his
participation under the OSP will expire and the severance rights of such
Eligible Officer shall be determined under the terms of the Officer Severance Plan, as Amended and
Restated effective January 1, 2009 (the “Plan”);



          NOW, THEREFORE, effective January 1, 2009, the OSP is amended and restated in its entirety as
follows, the provisions hereof to apply (i) as of January 1, 2009 with respect to those Eligible
Employees who consent to such changes pursuant to Section 10(g); (ii) as of
January 8, 2010 with respect to those Eligible Employees who
elect to participate in the OSP through
January 8, 2010 and thereafter in the Plan; and (iii) to those executive officers of the Company
who are first designated after December 31, 2008 as Eligible Officers under the Plan:


1 Purpose.




     The Plan is intended to provide severance benefits to salaried officers of Ixia who shall
become eligible for benefits under this Plan. The purpose of this Plan is to provide certain
benefits to Eligible Officers during the transition period following the loss of employment under
circumstances outlined in this Plan. The provisions herein are being offered and provided at the
sole discretion of the Company.


2. Definitions.




     As used herein, the terms identified below shall have the meanings indicated:



     (a) “Administrator” means the Compensation Committee of the Board of Directors of the
Company (or such other committee as may be appointed by the Board to administer this



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Plan); and, in the absence of any such committee, shall mean the Board of Directors of the
Company.



     (b) “Annual Compensation” means (i) for purposes of determining the amount of an
Eligible Officer’s Severance Allowance payable under Section 6 hereof, the regular rate of annual
base salary paid by the Company to an Eligible Officer in his capacity as such with respect to a
calendar year (or any portion thereof if such person was not or will not be an Eligible Officer for
the entire calendar year) immediately prior to his Termination Date, plus 100% of his target bonus
and/or commission compensation for such calendar year or, if such target(s) have not yet been
approved for that year, for the prior calendar year; and (ii) for purposes of determining the
amount of an Eligible Officer’s Severance Allowance payable under Section 4 hereof, the regular
rate of annual base salary paid by the Company to an Eligible Officer in his capacity as such with
respect to a calendar year (or any portion thereof if such person was not or will not be an
Eligible Officer for the entire calendar year) immediately prior to his Termination Date, plus the
average of the annual aggregate amounts of any bonus payments, commissions and incentive
compensation earned by such officer for services rendered to the Company during the immediately
preceding three calendar years (if the Eligible Officer has not been employed by the Company as an
Eligible Officer for such entire three-year period, then the amount so calculated shall not take
into account any bonus payments, commissions or incentive compensation earned by the Eligible
Officer with respect to a calendar year during which he was not employed by the Company or was
employed by the Company for only a portion thereof); provided, however, that for purposes of
determining the Annual Compensation in (i) and (ii) of this Section 2(b), automobile allowances,
pension payments, 401(k) matching contributions, gains realized in connection with the exercise of
a stock option or participation in a stock option or purchase plan or other equity incentive plan,
employer contributions for benefits, relocation payments, expense reimbursements, noncash
compensation and similar payments shall be excluded and not taken into account.



     (c) “Board” means the Board of Directors of the Company.



     (d) “Cause.” Termination by Ixia of an Eligible Officer’s employment for “Cause”
means termination as a result of:




	 	(i)	 	willful refusal or failure to follow one or more important
Company policies;
	 
	 	(ii)	 	any conduct amounting to gross incompetence;
	 
	 	(iii)	 	any absence (excluding vacations, illnesses or leaves of
absence) from work for more than five consecutive work days or chronic absences
from work (also excluding vacations, illnesses or leaves of absence), all of
which are neither authorized, justified nor excused;
	 
	 	(iv)	 	refusal or failure, after written notice and reasonable time to
comply, to perform material, appropriate duties;
	 
	 	(v)	 	refusal, after written notice and reasonable time to comply, to
obey any lawful resolution of the Board;




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	 	(vi)	 	embezzlement, misappropriation of any property or other asset
of the Company (other than de minimis properties or assets) or misappropriation
of a corporate opportunity of the Company;
	 
	 	(vii)	 	offer, payment, solicitation or acceptance in violation of
Company policy or law of any bribe, kickback or item of value with respect to
the Company’s business;
	 
	 	(viii)	 	conviction of the Eligible Officer for or the entering of a plea of nolo
contendere with respect to any felony whatsoever or for any misdemeanor
involving moral turpitude;
	 
	 	(ix)	 	any act or failure to act by the Eligible Officer that is
widely reported in the general or trade press or otherwise and which achieves a
general notoriety and which act or failure to act involves conduct that is
illegal or generally considered immoral or scandalous;
	 
	 	(x)	 	any willful material breach of the Eligible Officer’s
obligations to the Company under any nondisclosure or proprietary agreement
with or on behalf of the Company or any material unauthorized disclosure of any
important confidential information of the Company; or
	 
	 	(xi)	 	unlawful use (including being under the influence) or
possession of illegal drugs on Company premises.





     (e) “Change in Control.” A “Change in Control” of the Company shall be deemed to have
occurred at such time as (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934 (the “Exchange Act”)) becomes after the effective date of this
Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power of
the Company’s then outstanding securities; (ii) during any period of 12 consecutive months,
individuals who at the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination for election by the
Company’s shareholders, of each new director was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the period; (iii) there
occurs the closing of a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or (iv) the shareholders of the Company approve a
plan of liquidation of the Company or an agreement for the sale or disposition (other than in the
ordinary course of business) by the Company of all or substantially all of the Company’s assets (or
any transaction having essentially the same effect).



     (f) “CEO” means the Chief Executive Officer of the Company or, if no person is then
serving as Chief Executive Officer, the President of the Company.



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     (g) “Eligible Officers” mean only those duly elected or appointed officers of the
Company that are expressly designated as “Eligible Officers” by the Board for the purposes of this
Plan pursuant to resolutions duly adopted by the Board.



     (h) “Employment Period” means the aggregate period of time during which an individual
has been employed as a duly elected or appointed Eligible Officer (other than solely as Chairman of
the Board, Secretary and/or Assistant Secretary) by the Company prior to the Termination Date.



     (i) “Good Reason” means (i) a material diminution in the Eligible Officer’s
compensation; (ii) a material diminution in the Eligible Officer’s authority, duties, or
responsibilities; (iii) a material change in the geographic location at which Eligible Officer must
perform the services; or (iv) any other action or inaction that constitutes a material breach by
the Company of this Plan or any other plan or agreement under which the Eligible Officer provides
services to the Company. Notwithstanding the preceding, “Good Reason” will not be deemed to exist
unless the Eligible Officer notifies the Company in writing that he or she believes Good Reason
exists. The Eligible Officer must set forth in reasonable detail why he or she believes Good
Reason exists; provided, however, that the Eligible Officer must provide the Company with written
notice of Good Reason within a period of 90 days of the initial existence of the condition alleged
to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days
during which it may remedy the condition and thereby eliminate the grounds for a “Good Reason”
termination. A termination for Good Reason in accordance with this paragraph must be made no later
than two years after the initial existence of the condition alleged to give rise to Good Reason and
shall be treated as an involuntary separation from service for purposes of Code Section 409A.



     (j) “Severance Allowance” means the aggregate gross amount of severance payments
determined in accordance with Section 4(a) of this Plan to be paid to an Eligible Officer who is
entitled to receive severance benefits under this Plan.



     (k) “Termination Date” means the date on which an Eligible Officer ceases to be a duly
elected or appointed officer of the Company (other than Chairman of the Board, Secretary and/or
Assistant Secretary).


3. Eligibility.




     (a) Participants. Only Eligible Officers shall be eligible to receive benefits under
this Plan.



     (b) Eligible Terminations. Ixia will pay severance benefits under this Plan on
account of the termination of an Eligible Officer’s employment with the Company only if the
conditions set forth in Section 5 are fulfilled, such termination constitutes a separation from
service within the meaning of Code Section 409A, such termination is non-temporary, and such
termination is described in (i) or (ii) below, as applicable:




	 	(i)	 	With respect to benefits payable pursuant to Section 4, the
termination is:




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	 	A.	 	the result of a reduction in force (an
involuntary separation without Cause and due to elimination of position
or a layoff of personnel);
	 
	 	B.	 	the result of Ixia’s belief that the Eligible
Officer is unable to fulfill or is not fulfilling the requirements of
or should not hold an officer position for a reason other than for
Cause;
	 
	 	C.	 	the result of such Eligible Officer having
submitted to the Company his written resignation or offer of
resignation (even if such indicates that such resignation is
“voluntary”) upon and in accordance with (A) the request by the Board
in writing or pursuant to a duly adopted resolution of the Board or (B)
with respect to all Eligible Officers other than the Chief Executive
Officer of the Company, the written request of the Chief Executive
Officer of the Company;
	 
	 	D.	 	a termination which was the result of or in
connection with a divestment by Ixia of the operating unit in which
such Eligible Officer works and which unit is sold, conveyed or
transferred to another corporation or entity (whether in connection
with a sale of assets, stock or other form of transaction);
	 
	 	E.	 	a separation following the Company requiring
the Eligible Officer to be based a material distance away from the
Company’s offices at which such Eligible Officer was principally
employed and such Eligible Officer declines to relocate except for
required and appropriate travel on the Company’s business consistent
with the Eligible Officer’s prior business travel obligations;
	 
	 	F.	 	a separation within 30 days following a
material diminution (but in no event less than or equal to a 10%
diminution) of the Eligible Officer’s annual base salary as in effect
from time to time; or
	 
	 	G.	 	for the convenience of Ixia or otherwise for
any reason other than one or more of the reasons set forth in Section
3(c).






	 	(ii)	 	With respect to benefits payable pursuant to Section 6, the
requirements of Section 6 are satisfied.





     (c) Ineligible Terminations. Notwithstanding Section 3(b), Ixia will not be obligated
to pay severance benefits under this Plan to an Eligible Officer if the termination is the result
of:




	 	(i)	 	voluntary separation (a separation, including, subject to
Section 3(c)(ii), retirement, initiated by the Eligible Officer), other than a
voluntary separation pursuant to Section 3(b)(i)B, 3(b)(i)C, 3(b)(i)D,
3(b)(i)E, 3(b)(i)F or 3(b)(i)G hereof;




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	 	(ii)	 	retirement (other than at the time of reduction in force and
other than as a result of Section 3(b)(i)B or 3(b)(i)C), whether early
retirement, retirement at normal retirement age or retirement following normal
retirement age;
	 
	 	(iii)	 	the Company having terminated such Eligible Officer’s
employment for Cause;
	 
	 	(iv)	 	the removal of an Eligible Officer from one or more officer
positions but such Eligible Officer is offered and accepts (and continuing to
work at the Company in such new officer position shall, among other methods, be
a method of acceptance) one or more other officer positions (other than merely
Secretary or Assistant Secretary) at the Company; or
	 
	 	(v)	 	death or long term disability. Notwithstanding that such
termination would not obligate the Company to pay severance benefits to an
Eligible Officer under this Plan, upon termination of employment by reason of
death or disability, then all of such Eligible Officer’s then outstanding
unvested stock options, stock appreciation rights (“SARs”), restricted stock
units (“RSUs”), restricted stock awards and other rights to purchase or acquire
securities or other property of the Company (other than the Eligible Officer’s
rights under the Company’s Employee Stock Purchase Plan (as in effect from time
to time) qualifying under Code Section 423 (“ESPP”)), shall automatically vest
and, in the case of stock options and SARs, become immediately exercisable in
full, and provided it gives rise to no tax liability under Code Section 409A,
such options and SARs shall remain exercisable for (i) the period specified in
the applicable equity incentive plan, equity award agreement or other plan or
agreement or, if longer, (ii) a period of 180 days following the Termination
Date of such Eligible Officer (notwithstanding any provisions to the contrary
in any applicable equity incentive plan, equity award agreement or other plan
or agreement); provided, however, that any such option, SAR or other right
shall not be exercisable after the expiration of the term of such option, SAR
or other right set forth in the equity award agreement or other agreement
evidencing such right. For those purposes, an Eligible Officer shall be deemed
to be disabled only when he is determined to be disabled by the Social Security
Administration or by the Company’s long term disability provider.




4. Amount and Payment of Severance Benefits.




     (a) Severance Compensation. Unless otherwise provided in Section 6 herein, an
Eligible Officer who is entitled to receive severance benefits under this Plan shall receive a
Severance Allowance in an amount equal to the product of (i) such Eligible Officer’s then current
Annual Compensation; and (ii) a percentage determined in accordance with the following table:



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	Office Held At Termination
	Length of	 	Officer other	 	 
	Employment Period	 	than CEO	 	CEO
	<One Year

>One Year
	 	50 %

100 %
	 	100 %

200 %






     (b) Method of Payment. To the extent such benefit is not forfeited as a result of the
failure to satisfy the requirements of Section 5 of this Plan, a terminated Eligible Officer’s
Severance Allowance will be paid in 12 equal monthly installments, less all applicable withholding
taxes and permissible offsets, commencing, except as required by Section 9, on the thirty-first day
following the terminated Eligible Officer’s Termination Date.



     (c) Health Care Insurance Continuation. Ixia (at its expense) will continue, for a
period of 18 months following the Termination Date, health care coverage for the terminated
Eligible Officer and his family members who are “qualified beneficiaries” (as such term is defined
in the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) under Ixia’s group health
plan(s) generally available during such period to employees participating in such plan(s) and at
levels and with coverage no greater than those provided to such terminated Eligible Officer as of
the Termination Date. If such coverage cannot be provided pursuant to the terms of Ixia’s group
health plan(s), Ixia may satisfy this obligation by providing comparable coverage through an
individual policy or, if such comparable coverage is significantly more expensive than the coverage
being provided to employees, by providing coverage through an individual policy with a cost
comparable, to the cost of coverage provided through Ixia’s group health plan(s). Thereafter, such
terminated Eligible Officer (at his expense) may elect coverage under a conversion health plan
available under Ixia’s group health plan(s) from the Company’s health insurance carrier if and to
the extent he is entitled to do so as a matter of right under federal or state law.



     (d) Other Benefit Plans. Except as otherwise expressly provided in this Section 4 or
as required by applicable law, a terminated Eligible Officer shall have no right to continue his
participation in any Company benefit plan following such Eligible Officer’s termination. Without
limiting the generality of the foregoing, a terminated Eligible Officer shall not be entitled to
participate in the Company’s 401(k) Plan or any similar plan following his Termination Date.



     (e) Pro Rata Bonus. The Company may, in its sole discretion, make a payment to a
terminated Eligible Officer to account for any pro rata bonus payment earned but not yet paid with
respect to the year in which such Eligible Officer’s Termination Date is contained.



     (f) Vacation Pay. A terminated Eligible Officer will be promptly paid for accrued and
unused vacation entitlement on and through the Termination Date.



     (g) Offset. To the maximum extent permitted by law, the Company may offset any and
all amounts due or otherwise owed to the Company by the terminated Eligible Officer against the
severance payments due to the terminated Eligible Officer under this Plan.



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     (h) Section 280G. Notwithstanding anything herein to the contrary, to the extent that
the severance benefits to be paid to an Eligible Officer hereunder exceed an amount equal to three
times the Eligible Officer’s base compensation as determined pursuant to Code Section 280G, the
amount of the severance benefits shall be reduced to the minimum extent necessary to ensure that
the severance benefits do not exceed the amount determined pursuant to Code Section 280G. Any such
reductions shall be made first from compensation which is not deferred compensation subject to
regulation under Code Section 409A. This Section 4(h) shall apply only with respect to a severance
benefit which is a “parachute payment” within the meaning of Code Section 280G.



     (i) Acceleration of Vesting. If an Eligible Officer becomes eligible for severance
benefits pursuant to Section 3 of this Plan (and not on account of a Change in Control provision
outlined in Section 6), then all of such Eligible Officer’s then unvested stock options, stock
appreciation rights, restricted stock units, restricted stock awards and other rights to purchase
or acquire securities or other property of the Company (other than rights under the ESPP), that
would have vested within 12 months following the Eligible Officer’s Termination Date, shall
automatically vest on the Termination Date and, in the case of stock options and SARs, become
immediately exercisable in full, and provided it gives rise to no tax liability under Code Section
409A, such options and SARs, and right to purchase securities or other property of the Company
shall remain exercisable for (i) the period specified in the applicable equity incentive plan,
equity award agreement or other plan or agreement or, if longer, (ii) a period of 90 days following
the Termination Date of such Eligible Officer’s termination of employment with the Company
(notwithstanding any provisions to the contrary in any applicable equity incentive plan, equity
award agreement or other plan or agreement); provided, however, that any such option, SAR or other
right shall not be exercisable after the expiration of the term of such option, SAR or other right
set forth in the equity award agreement or other agreement evidencing such right.



     (j) Installments. For purposes of Code Section 409A, the right to a series of
installment payments hereunder shall be treated as a right to a series of separate payments.


5. Condition Precedent to Severance Benefits.




     (a) Separation Agreement. Notwithstanding anything herein to the contrary and in
consideration for and as a condition precedent to the payment of severance or any other benefits
under this Plan, an Eligible Officer otherwise entitled to receive payments or benefits under this
Plan shall, following his Termination Date, execute and deliver to the Company a written separation
agreement (the “Agreement”), in the form of agreement attached hereto as Attachment I. Except for
terminations subject to Section 3(c)(v) and as provided in the last sentence of Section 5(b), an
Eligible Officer shall not have any rights whatsoever to receive severance benefits under this Plan
unless he timely executes and delivers to the Company the Agreement. The obligations set forth in
the Agreement shall be in addition to any existing and continuing duties that such Eligible Officer
may otherwise have under law to the Company as a result of his former capacity as an officer,
employee, director, shareholder or otherwise.



     (b) Timing and Procedure. Not later than 20 days after an Eligible Officer’s
Termination Date, the Company shall provide such Eligible Officer with the Agreement for his
execution. Unless such Agreement is duly executed and returned by the Eligible Officer to the



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Company within 21 days after he receives it or the Eligible Officer correctly disputes or
otherwise correctly disagrees with the Company’s determination of the severance payments payable
under this Plan and has made a timely claim in accordance with Section 8(a) hereof, such Eligible
Officer shall be deemed to have waived and forfeited his rights to severance payments and benefits
under this Plan and the Company shall have no further obligations whatsoever to such Eligible
Officer under this Plan. If the Company shall not provide the Agreement to the Eligible Officer
within 20 days after such Eligible Officer’s Termination Date, the Company shall be deemed to have
waived the condition set forth in this Section 5 and the Eligible Officer shall not be required to
execute the Agreement as a condition to receiving any severance payments or other benefits under
this Plan.


6. Change in Control Provisions.




     (a) Limitation. The provisions of this Section 6 shall apply only in the event that a
Change in Control of the Company shall occur.



     (b) Eligible Terminations. Notwithstanding any provision of this Plan to the
contrary, in the event that a Change in Control of the Company shall occur, the Company will pay
the severance benefits provided in this Plan (including the Severance Allowance, at an adjusted
percentage outlined in Section 6(c) below), to an Eligible Officer who (i) is terminated by the
Company (or the surviving and controlling company if other than the Company (the “Acquiror))
without Cause within two years following the Change in Control of the Company, or (ii) elects to
terminate his employment for Good Reason within two years after such Change in Control. The
provisions of this Section 6 shall automatically expire two years after a Change in Control occurs,
and an Eligible Officer shall not be eligible to claim benefits under this Plan, including Section
6, thereafter.



     (c) Severance Allowance. Notwithstanding any provision in Section 4(a) to the
contrary, in the event severance benefits are paid pursuant to the terms of this Section 6, an
Eligible Officer who is entitled to receive severance benefits under this Plan shall receive a
Severance Allowance payable pursuant to the terms of Section 4(b) in an amount equal to the product
of (i) such Eligible Officer’s then current Annual Compensation, and (ii) a percentage determined
in accordance with the following table:



	 	 	 
	Office Held At Termination
	Eligible Officer	 	 
	other than CEO	 	CEO
	125%
	 	200%






     (d) Pre-CIC Termination. In the event that an Eligible Officer’s employment with the
Company is terminated for any reason prior to the Change in Control of the Company, and
subsequently a Change in Control of the Company occurs, such Eligible Officer shall not be entitled
to any benefits under this Section 6 unless such termination was in connection with or otherwise
directly because of such anticipated Change in Control.



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     (e) Equity/Property Rights. If within two years following a Change in Control of the
Company, an Eligible Officer’s employment with the Company (or the Acquiror) is terminated by the
Company (or the Acquiror) without Cause, then all of such Eligible Officer’s then unvested stock
options, SARs, RSUs, restricted stock awards and other rights to purchase or acquire securities or
other property of the Company or the Acquiror (including but not limited to any options or rights
assumed by the Acquiror in connection with the Change in Control), other than any such options or
rights that were granted after the effective date of the Change in Control and other than rights
granted under the ESPP, shall automatically vest and, in the case of stock options and SARs, become
immediately exercisable in full, and, provided it gives rise to no tax liability under Code Section
409A, all of such Eligible Officer’s options, SARs, and rights to purchase securities or other
property of the Company and/or the Acquiror (other than any such options and rights that were
granted after the effective date of the Change in Control and other than rights granted under the
ESPP, which options and rights shall be governed by the terms thereof) shall remain exercisable for
(i) the period specified in the applicable equity incentive plan, equity award agreement or other
plan or agreement or, if longer, (ii) a period of one year following the effective date of such
Eligible Officer’s Termination Date or termination of employment with the Acquiror, as the case may
be (notwithstanding any provisions to the contrary in any applicable equity incentive plan, equity
award agreement or other plan or agreement); provided, however, that any such option, SAR or other
right shall not be exercisable after the expiration of the term of such option, SAR or other right
set forth in the equity award agreement or other agreement evidencing such right.


7. Administration of this Plan.




     This Plan shall be interpreted and administered for the Company by the Administrator who shall
also be the named fiduciary of this Plan. The Administrator shall administer this Plan in
accordance with its terms and shall have all powers necessary to carry out this Plan’s provisions
on behalf of the Company. The Administrator shall have discretionary authority on behalf of the
Company to determine reasonably and in good faith all questions arising in the administration,
interpretation and application of this Plan and to construe the terms of this Plan, including any
disputed or doubtful terms or the eligibility of an Eligible Officer for any benefit hereunder.
Except as otherwise expressly provided in this Plan, the Administrator shall have no power or
authority to add to, subtract from or modify any of the terms of this Plan, or to change or modify
any of the benefits provided by this Plan, or to waive or fail to apply any requirements for
eligibility for a benefit under this Plan.


8. Claims for Benefits.




     (a) Initial Claim. In the event an Eligible Officer disputes or otherwise disagrees
with the Company’s determination of the severance benefits payable to him and desires to make a
claim (a “claimant”) with respect to any of the benefits provided hereunder, the claimant shall so
notify, in writing, the Administrator by actual receipt or registered mail (addressed to the
“Officer Severance Plan Administrator,” Ixia, 26601 West Agoura Road, Calabasas, California 91302)
and shall submit evidence of events constituting a termination of employment with the Company. Any
claim with respect to any of the benefits provided under this Plan shall be made in writing within
90 days of the later of (i) the claimant’s becoming aware of the event which the claimant asserts
entitles him to severance benefits; or (ii) the Company notifying him of its



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determination of the severance benefits payable to him under this Plan as a result of the
occurrence of that event. Failure by the claimant to submit his claim within such 90-day period
shall bar the claimant from disputing the Company’s notification to him of its determination of the
severance benefits payable to him under this Plan as a result of the occurrence of that event.



     (b) Appeal. In the event that a claim which is made by a claimant is wholly or
partially denied, the claimant will receive from the Administrator within 60 days of the claimant’s
above-referenced notice a written explanation of the reason for denial and the claimant or his duly
authorized representative may appeal the denial of the claim to the Administrator at any time
within 60 days after the receipt by the claimant of written notice from the Administrator of the
denial of the claim. In connection therewith, the claimant or his duly authorized representative
may request a review of the denied claim, may review pertinent documents, and may submit issues and
comments in writing. Upon receipt of a request for review of a denied claim, the Administrator
shall make a decision with respect thereto and, not later than 60 days after receipt of a request
for review, shall furnish the claimant with a decision on the review in writing, including the
specific reasons for the decision written in a manner reasonably calculated to be understandable by
the claimant or the claimant’s attorney or accountant, as well as specific reference to the
pertinent provisions of this Plan upon which the decision is based. In reaching its decision, the
Administrator shall have the discretionary authority in good faith to determine on behalf of the
Company all questions arising under this Plan.


9. Code Section 409A Compliance.




     (a) Six Month 409A Delay Period. Notwithstanding anything herein to the contrary, in
the event that an Eligible Officer is determined to be a specified employee of the Company on his
Termination Date, as such term is defined within the meaning of Code Section 409A, and a delay in
severance pay and benefits provided under this Plan is necessary for compliance with Code Section
409A(a)(2)(B)(i), then:



          (1) The Severance Allowance and any continuation of benefits or reimbursement of benefit costs
provided under this Plan and not otherwise exempt from Code Section 409A shall be delayed for a
period of six months (the “409A Delay Period”). In such event, the Severance Allowance and the
cost of any such continuation of benefits provided under this Agreement that would otherwise be due
and payable to an Eligible Officer during the 409A Delay Period shall be paid to Employee in a lump
sum cash amount, with interest accruing at a reasonable rate from the Termination Date, on the
first day of the seventh month immediately following the Termination Date.



          (2) Notwithstanding the foregoing, to the extent that it will not cause adverse tax
consequences under Code Section 409A, the amount of the Severance Allowance that does not exceed
two times the lesser of (i) the sum of the Eligible Officer’s annualized compensation based upon
his annual rate of pay for services provided to the Company for the prior taxable year, or (ii) the
maximum amount that may be taken into account under a qualified plan pursuant to Code Section
401(a)(17) for the year in which the Eligible Officer’s Termination Date occurs (such amount is
$245,000 in 2009), may be paid without regard to the 409A Delay Period.



11









 





     (b) Savings Clause. This Plan is intended to comply with the provisions of Code
Section 409A. If any compensation or benefits provided by this Plan may result in adverse
consequences under Code Section 409A to the Eligible Officer, the Company shall, in consultation
with the affected Eligible Officer, make reasonable efforts to modify the Plan and/or the affected
Eligible Officer’s Agreement in the least restrictive manner necessary in order to exclude such
compensation from the definition of “deferred compensation” within the meaning of Code Section 409A
or in order to comply with the provisions of Code Section 409A, other applicable provision(s) of
the Code and/or any rules, regulations or other regulatory guidance issued under such statutory
provisions and without any diminution in the value of the payments to the Eligible Officer.


10. Miscellaneous Provisions.




     (a) Offset. If an Eligible Officer shall become entitled to receive benefits or
payments from the Company pursuant to the provisions of any statute, rule or regulation of the
United States or any state, territory, commonwealth or political subdivision thereof as the result
of a plant or facility shutdown or closing, or the change in the control or ownership of the
Company (other than unemployment benefits), the amount of severance benefits payable hereunder
shall be offset dollar for dollar and reduced by such benefits otherwise payable to the Eligible
Officer under such statute, rule or regulation.



     (b) Enforcement. The failure of the Company to enforce at any time any of the
provisions of this Plan, or to require at any time performance of any of the provisions of this
Plan, shall in no way be construed to be a waiver of these provisions, nor in any way to affect the
validity of this Plan or any part thereof, or the right of the Company thereafter to enforce every
provision.



     (c) Benefits Nonalienable. Except as may be required by law, no benefit which shall
be payable under this Plan to any Eligible Officer shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to alienate,
sell, transfer, assign, pledge, encumber or charge all or any part of the benefit shall be void;
provided, however, in the event of the death of a terminated Eligible Officer prior to the end of
the period over which such Eligible Officer is entitled to receive severance benefits under this
Plan, the severance benefits payable hereunder shall be paid to the estate of such Eligible Officer
or to the person who acquired the rights to such benefits by bequest or inheritance. Except as may
be provided by law, no benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any Eligible Officer, nor shall it be subject to
attachment or legal process for, or against, the Eligible Officer and the same shall not be
recognized under this Plan.



     (d) No Right to Employment. The definitions and criteria set forth herein are solely
for the purpose of defining Plan eligibility. No legal rights to employment are created or implied
by this Plan, nor are any conditions or restrictions hereby placed on termination of employment.
Unless the employee has a written employment agreement binding on the Company which provides
otherwise, employment with the Company is employment-at-will. This means termination of employment
may be initiated by the Eligible Officer or by the Company at any time for any reason which is not
unlawful, with or without cause.



12









 





     (e) Applicable Law. This Plan shall be construed, administered and governed under and
by the laws of the State of California and the laws of the United States to the extent they preempt
state law or are otherwise applicable to this Plan.



     (f) Entire Agreement. This Plan constitutes the entire Officer Severance Plan for the
Company and supersedes all previous representations, understandings and plans with respect to
officer severance, and any such representations, understandings and plans with respect to officer
severance are hereby canceled and terminated in all respects.



     (g) Amendment/Termination. Subject to the limitations herein provided, this Plan and
each provision hereof may be amended, modified, supplemented, terminated or waived at any time by
the Board. Each such amendment, modification, supplement, termination or waiver shall be in
writing, shall be promptly sent in writing to each Eligible Officer and shall be effective on the
date on or after such Board action as is specified by the Board; provided, however, that (i) no
such action shall have the effect of retroactively changing or depriving any terminated Eligible
Officers of their rights to benefits payable with respect to events occurring prior to the
effective date of such amendment, modification, supplement, termination or waiver unless the
explicit written consent or waiver of such officer thereto is obtained; (ii) no such action shall
retroactively materially diminish the rights under this Plan of an officer who is an Eligible
Officer at the date on which such amendment, modification, supplement, termination or waiver is
approved by the Board unless (a) the explicit written consent thereto or waiver by such Eligible
Officer is obtained or (b) the Board specifies that such action shall not become effective with
respect to those officers who are Eligible Officers on the date such action is duly approved by the
Board until at least 12 months have elapsed after such Eligible Officers have been notified in
writing of the Board’s approval of such action; and (iii) no such action shall be taken within a
period of two years following a Change in Control. Except as expressly provided herein, no course
of dealing between the parties hereto and no delay in exercising any right, power or remedy
conferred hereby or now or hereafter existing at law, in equity, by statute or otherwise, shall
operate as a waiver of, or otherwise prejudice, any such right, power or remedy.



     (h) Taxes/Withholding. Notwithstanding any provision herein, the Company makes no
representation as to the tax treatment of any payments under this Plan, and the Eligible Officer
shall be liable for all tax liabilities, other than the Company’s share of applicable employment
tax liabilities, associated with such payments. Each Eligible Officer should consult a competent
and independent tax advisor regarding the tax consequences of his participation in this Plan. The
Eligible Officer shall make appropriate arrangements with the Company for satisfaction of any
federal, state or local income tax withholding requirements and Social Security or other employee
tax requirements applicable to the payment of benefits under the Plan. If no such arrangements are
made, the Company may provide, at its discretion, for such withholding and tax payments as it may
reasonably deem appropriate.



13









 






ATTACHMENT I




EMPLOYMENT SEPARATION AGREEMENT




     THIS EMPLOYMENT SEPARATION AGREEMENT (the “Agreement”), which includes Exhibits A, B and C
hereto which are incorporated herein by this reference, is entered into by and between IXIA, a
California corporation (“Ixia”), and                                          (“Former Employee”), and shall become
effective when executed by both parties hereto (the “Effective Date”).



RECITALS




     a. Former Employee ceased to be an employee and officer of Ixia on                     , 20       (the
“Termination Date”).



     b. Former Employee desires to receive severance benefits under Ixia’s Officer Severance Plan
as Amended and Restated effective January 1, 2009 (the “Severance Plan”), which benefits are stated
in the Severance Plan to be contingent upon, among other things, Former Employee’s entering into
this Agreement and undertaking the obligations set forth herein.



     c. Ixia and Former Employee desire to set forth their respective rights and obligations with
respect to Former Employee’s separation from Ixia and to finally and forever settle and resolve all
matters concerning Former Employee’s past services to Ixia.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, Ixia and
Former Employee hereby agree as follows:


1. DEFINITIONS




     As used herein, the following terms shall have the meanings set forth below:



     1.1 “Includes;” “Including.” Except where followed directly by the word “only,” the terms
“includes” or “including” shall mean “includes, but is not limited to,” and “including, but not
limited to,” respectively.



     1.2 “Severance Covered Period.” The term “Severance Covered Period” shall mean a period of
time commencing upon the effective date of this Agreement and ending on the date on which the last
installment of the Severance Allowance is due and payable pursuant to Section 6.2 of this
Agreement.



14









 





     1.3 Other Capitalized Terms. Capitalized terms (other than those specifically defined herein)
shall have the same meanings ascribed to them in the Severance Plan.


2. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS




     Each party hereto represents, warrants and covenants (with respect to itself/himself only) to
the other party hereto that, to its/his respective best knowledge and belief as of the date of each
party’s respective signature below:



     2.1 Full Power and Authority. It/he has full power and authority to execute, enter into and
perform its/his obligations under this Agreement; this Agreement, after execution by both parties
hereto, will be a legal, valid and binding obligation of such party enforceable against it/him in
accordance with its terms; it/he will not act or omit to act in any way which would materially
interfere with or prohibit the performance of any of its/his obligations hereunder, and no approval
or consent other than as has been obtained of any other party is necessary in connection with the
execution and performance of this Agreement.



     2.2 Effect of Agreement. The execution, delivery and performance of this Agreement and the
consummation of the transactions hereby contemplated:



          i. will not interfere or conflict with, result in a breach of, constitute a default under or
violation of any of the terms, provisions, covenants or conditions of any contract, agreement or
understanding, whether written or oral, to which it/he is a party (including, in the case of Ixia,
its bylaws and articles of incorporation each as amended to date) or to which it/he is bound;



          ii. will not conflict with or violate any applicable law, rule, regulation, judgment, order or
decree of any government, governmental agency or court having jurisdiction over such party; and



          iii. has not heretofore been assigned, transferred or granted to another party, or purported
to assign, transfer or grant to another party, any rights, obligations, claims, entitlements,
matters, demands or causes of actions relating to the matters covered herein.


3. CONFIDENTIALITY OBLIGATIONS DO NOT TERMINATE




     Former Employee acknowledges that any confidentiality, proprietary rights or nondisclosure
agreement(s) in favor of Ixia which he may have entered into from time to time in connection with
his employment (collectively, the “Nondisclosure Agreement”) with Ixia is understood to be intended
to survive, and does survive, any termination of such employment, and accordingly nothing in this
Agreement shall be construed as terminating, limiting or otherwise affecting any such Nondisclosure
Agreement or Former Employee’s obligations thereunder. Without limiting the generality of the
foregoing, no time period set forth in this Agreement shall be construed as shortening or limiting
the term of any such Nondisclosure Agreement, which term shall continue as set forth therein.



15









 




4. BENEFITS




     4.1 Health Care Insurance Continuation. Ixia (at its expense) will continue, for a period of
18 months following the Termination Date, health care coverage for Former Employee and his family
members who are “qualified beneficiaries” (as such term is defined in the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”)) under Ixia’s group health plan(s) generally available
during such period to employees participating in such plan(s) and at levels and with coverage no
greater than those provided to such Former Employee as of the Termination Date. Thereafter, Former
Employee (at his expense) may elect coverage under a conversion health plan available under Ixia’s
group health plan(s) from the Company’s health insurance carrier if and to the extent he is
entitled to do so as a matter of right under federal or state law.



     4.2 Other Benefit Plans. Except as otherwise expressly provided in this Section 4 or as
required by applicable law, Former Employee shall have no right to continue his participation in
any Ixia benefit plan following such employee’s termination.


5. STOCK OPTIONS AND OTHER RIGHTS




     Exhibit A hereto sets forth any and all outstanding stock options, stock appreciation
rights, restricted stock units, restricted stock awards, warrants and other rights to purchase
capital stock or other securities of Ixia (including but not limited to stock purchase agreements,
but excluding rights under the ESPP) which have been previously issued to Former Employee and which
are outstanding as of the date hereof. Except as expressly provided in the Severance Plan, nothing
in this Agreement shall alter or affect any of such outstanding stock options, stock appreciation
rights, restricted stock units, restricted stock awards, warrants or rights, Former Employee’s
rights or responsibilities with respect thereto, including but not limited to Former Employee’s
rights to exercise any of his options, stock appreciation rights, warrants or rights following the
Termination Date, or Ixia’s rights with respect thereto.


6. PAYMENTS TO FORMER EMPLOYEE




     6.1 Employee Compensation. Ixia has paid, and Former Employee acknowledges and agrees that
Ixia has paid, to him any and all salary and accrued but unpaid vacation and sick pay owed by Ixia
to Former Employee up to and including the Termination Date other than any compensation owed to him
under the Severance Plan.



     6.2 Severance Allowance. In consideration for the release by Former Employee set forth herein
(including the release of any and all claims Former Employee has or may have under the Age
Discrimination in Employment Act (“ADEA”) and Older Workers Benefit Protection Act (“OWBPA”)) and
Former Employee’s performance of his obligations under this Agreement (including but not limited to
Former Employee’s obligations under Section 7 hereof), Former Employee is entitled to receive, and
Ixia shall pay to Former Employee, a Severance Allowance in the aggregate gross amount of
$                                         payable in 12 equal monthly installments of $                     each, less all applicable
withholding taxes, beginning on the date that is thirty-one days following the Termination Date, in
accordance with the terms and conditions of the Severance Plan.



16









 




7. NON-COMPETITION AND NON-SOLICITATION




     7.1 Subject and in addition to Former Employee’s existing fiduciary duties as a former officer
and employee of Ixia to the extent such continues under applicable law after Former Employee’s
Termination Date, provided that Ixia has not breached any of the terms of this Agreement or any
other currently existing written agreements between Ixia and Former Employee, Former Employee
agrees until the earlier of (i) the completion of the Severance Covered Period or (ii) such date as
Ixia may terminate this Agreement for default hereunder:



          i. Not to engage, either directly or indirectly, in any Competing Business Activity (as
defined below) or be associated with a Competing Business Entity (as defined below) as an officer,
director, employee, principal, consultant, lender, creditor, investor, agent or otherwise for any
corporation, partnership, company, agency, person, association or any other entity; provided,
however, that nothing contained herein shall prevent Former Employee from owning not more than 5%
of the common equity and not more than 5% of the voting power of, or lending not more than $25,000
to, any Competing Business Entity or any business engaged in a Competing Business Activity;
provided, further, that for purposes of this agreement, any equity ownership, voting control or
lending activity of Former Employee shall be deemed to include that of (i) any family member or
(ii) person or entity controlled by Former Employee;



          ii. Not to call upon or cause to be called upon, or solicit or assist in the solicitation of,
in connection with any Competing Business Entity or Competing Business Activity, any entity,
agency, person, firm, association, partnership or corporation that is a customer or account of
Ixia, currently and/or during the Severance Covered Period, for the purpose of selling, renting,
leasing, licensing or supplying any product or service that is the same as, similar to or
competitive with the products or services then being sold or developed by Ixia;



          iii. Not to enter into an employment or agency relationship with a Competing Business Entity
or involving a Competing Business Activity with any person who, at the time of such entry, is an
officer, director, employee, principal or agent of or with respect to Ixia; and



          iv. Not to induce or attempt to induce any person described in Section 7.1(c) to leave his
employment, agency, directorship or office with Ixia.


     7.2 For purposes of this Section 7, a “Competing Business Activity” shall mean any business
activity of a person or entity (other than Ixia) involving the development, design, manufacture,
distribution, marketing, licensing, renting, leasing or selling within the Territory (as defined
below) of products and services which are the same as, similar to or competitive with products or
services of Ixia then in existence or under development. For purposes hereof, the Territory shall
include the United States of America, Canada, Mexico, Central America, South America, Europe, the
Middle East, Japan, Australia, Singapore, China, India and such other countries in which Ixia then
distributes, markets, licenses, rents, leases or sells its products or services. An entity as a
whole shall be deemed to be a Competing Business Entity if it has one or more business activities
involving the development, design, manufacture, distribution, marketing, licensing, renting,
leasing or selling directly or indirectly within the Territory of products or services which are
the same as, similar to or competitive with products or services of Ixia then being sold or under
development and if and only if the revenues derived directly or


17









 






 indirectly from engaging in such business activities by such entity represent either more than
3% of the entity’s revenues or at least $5 million in aggregate sales, or both, for the
then-preceding 12-month period.




     7.3 The parties acknowledge that the provisions and obligations set forth in this Section 7
are an integral part of this Agreement and that in the event Former Employee breaches any of the
provisions or obligations of this Section 7 or any other term, provision or obligation of this
Agreement, then Ixia, in addition to any other rights or remedy it may have at law, in equity, by
statute or otherwise, shall be excused from its payment obligations to Former Employee under the
Severance Plan and this Agreement.


8. CONFIDENTIAL INFORMATION AND TRADE SECRETS




     8.1 Former Employee hereby recognizes, acknowledges and agrees that Ixia is the owner of
proprietary rights in certain confidential sales and marketing information, programs, tactics,
systems, methods, processes, compilations of technical and non-technical information, records and
other business, financial, sales, marketing and other information and things of value. To the
extent that any or all of the foregoing constitute valuable trade secrets and/or confidential
and/or privileged information of Ixia, Former Employee hereby further agrees as follows:



          i. That, except with prior written authorization from Ixia’s CEO, for purposes related to
Ixia’s best interests, he will not directly or indirectly duplicate, remove, transfer, disclose or
utilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize,
any property, assets, trade secrets or other things of value, including, but not limited to,
records, techniques, procedures, systems, methods, market research, new product plans and ideas,
distribution arrangements, advertising and promotional materials, forms, patterns, lists of past,
present or prospective customers, and data prepared for, stored in, processed by or obtained from,
an automated information system belonging to or in the possession of Ixia which are not intended
for and have not been the subject of public disclosure. Former Employee agrees to safeguard all
Ixia trade secrets in his possession or known to him at all times so that they are not exposed to,
or taken by, unauthorized persons and to exercise his reasonable efforts to assure their
safekeeping. This subsection shall not apply to information that as of the date hereof is, or as
of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing
allowing thereof) by Former Employee has (i) become generally known to the public or competitors of
Ixia (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former
Employee from any third party who has lawfully obtained such information without breaching any
obligation of confidentiality; or (iii) been published or generally disclosed to the public by
Ixia. Former Employee shall bear the burden of showing that any of the foregoing exclusions
applies to any information or materials.



          ii. That all improvements, discoveries, systems, techniques, ideas, processes, programs and
other things of value made or conceived in whole or in part by Former Employee with respect to any
aspects of Ixia’s current or anticipated business while an employee of Ixia are and remain the sole
and exclusive property of Ixia, and Former Employee has disclosed all such things of value to Ixia
and will cooperate with Ixia to insure that the ownership by Ixia of such property is protected.
All of such property of Ixia in Former Employee’s possession or control, including, but not limited
to, all personal notes, documents and reproductions thereof, relating to



18









 







the business and the trade secrets or confidential or privileged information of Ixia has
already been, or shall be immediately, delivered to Ixia.



     8.2 Former Employee further acknowledges that as the result of his prior service as an officer
and employee of Ixia, he has had access to, and is in possession of, information and documents
protected by the attorney-client privilege and by the attorney work product doctrine. Former
Employee understands that the privilege to hold such information and documents confidential is
Ixia’s, not his personally, and that he will not disclose the information or documents to any
person or entity without the express prior written consent of the CEO or Board of Ixia unless he is
required to do so by law.



     8.3 Former Employee’s obligations set forth in this Section 8 shall be in addition to, and not
instead of, Former Employee’s obligations under any written Nondisclosure Agreement.


9. ENFORCEMENT OF SECTIONS 7 AND 8




     Former Employee hereby acknowledges and agrees that the services rendered by him to Ixia in
the course of his prior employment were of a special and unique character, and that breach by him
of any provision of the covenants set forth in Sections 7 and 8 of this Agreement will cause Ixia
irreparable injury and damages. Former Employee expressly agrees that Ixia shall be entitled, in
addition to all other remedies available to it whether at law or in equity, to injunctive or other
equitable relief to secure their enforcement.



     The parties hereto expressly agree that the covenants contained in Sections 7 and 8 hereof are
reasonable in scope, duration and otherwise; however, if any of the restraints provided in said
covenants are adjudicated to be excessively broad as to geographic area or time or otherwise, said
restraint shall be reduced to whatever extent is reasonable and the restraint shall be fully
enforced in such modified form. Any provisions of said covenants not so reduced shall remain in
full force and effect.


10. PROHIBITION AGAINST DISPARAGEMENT




     10.1 Former Employee agrees that for a period of two years following the Effective Date any
communication, whether oral or written, occurring on or off the premises of Ixia, made by him or on
his behalf to any person or entity (including, without limitation, any Ixia employee, customer,
vendor, supplier, any competitor, any media entity and any person associated with any media) which
in any way relates to Ixia (or any of its subsidiaries) or to Ixia’s or any of its subsidiaries’
directors, officers, management or employees: (a) will be truthful; and (b) will not, directly or
indirectly, criticize, disparage, or in any manner undermine the reputation or business practices
of Ixia or its directors, officers, management or employees.



     10.2 The only exceptions to Section 10.1 shall be: (a) truthful statements privately made to
(i) the CEO of Ixia, (ii) any member of Ixia’s Board, (iii) Ixia’s auditors, (iv) inside or outside
counsel of Ixia, (v) Former Employee’s counsel or (vi) Former Employee’s spouse; (b) truthful
statements lawfully compelled and made under oath in connection with a court or government
administrative proceeding; and (c) truthful statements made to specified persons upon and in
compliance with prior written authorization from Ixia’s CEO or Board to Former Employee directing
him to respond to inquiries from such specified persons.



19









 




11. COOPERATION




     Former Employee agrees that for a period of five years commencing with the Effective Date he
will cooperate fully and reasonably with Ixia in connection with any future or currently pending
matter, proceeding, litigation or threatened litigation: (1) directly or indirectly involving Ixia
(which, for purposes of this section, shall include Ixia and each of its current and future
subsidiaries, successors or permitted assigns); or (2) directly or indirectly involving any
director, officer or employee of Ixia (with regard to matters relating to such person(s) acting in
such capacities with regard to Ixia business). Such cooperation shall include making himself
available upon reasonable notice at reasonable times and places for consultation and to testify
truthfully (at Ixia’s expense for reasonable, pre-approved out-of-pocket travel costs plus a daily
fee equal to one-twentieth of his monthly severance compensation under Section 6.2 hereof for each
full or partial day during which Former Employee makes himself so available) in any action as
reasonably requested by the CEO or the Board of Directors. Former Employee further agrees to
immediately notify Ixia’s CEO in writing in the event that he receives any legal process or other
communication purporting to require or request him to produce testimony, documents, information or
things in any manner related to Ixia, its directors, officers or employees, and that he will not
produce testimony, documents, information or other things with regard to any pending or threatened
lawsuit or proceeding regarding Ixia without giving Ixia prior written notice of the same and
reasonable time to protect its interests with respect thereto. Former Employee further promises
that when so directed by the CEO or the Board of Directors, he will make himself available to
attend any such legal proceeding and will truthfully respond to any questions in any manner
concerning or relating to Ixia and will produce all documents and things in his possession or under
his control which in any manner concern or relate to Ixia. Former Employee covenants and agrees
that he will immediately notify Ixia’s CEO in writing in the event that he breaches any of the
provisions of Sections 7, 8, 10 or 11 hereof.


12. SOLE ENTITLEMENT




     Former Employee acknowledges and agrees that his sole entitlement to compensation, payments of
any kind, monetary and non-monetary benefits and perquisites with respect to his prior Ixia
relationship (as an officer and employee) is as set forth in the Severance Plan, this Agreement,
the Company’s bonus plan for officers as in effect from time to time, stock option and warrant
agreements, COBRA, and such other written agreements and securities between Ixia and Former
Employee as may exist or as may be set forth on Exhibit B hereto.


13. RELEASE OF CLAIMS




     13.1 General. Former Employee does hereby and forever release and discharge Ixia and the
predecessor corporation of Ixia as well as the successors, current, prior or future shareholders of
record, officers, directors, heirs, predecessors, assigns, agents, employees, attorneys, insurers
and representatives of each of them, past, present or future, from any and all cause or causes of
action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities and demands
of any kind or character whatsoever, whether known or unknown, suspected to exist or not suspected
to exist, anticipated or not anticipated, whether or not heretofore brought before any state or
federal agency, court or other governmental entity which are existing on or arising prior to the
date of this Agreement and which, directly or indirectly, in



20









 







whole or in part, relate or are attributable to, connected with, or incidental to the previous
employment of Former Employee by Ixia, the separation of that employment, and any dealings between
the parties concerning Former Employee’s employment existing prior to the date of execution of this
Agreement, excepting only those obligations expressly recited herein or to be performed hereunder.
Nothing contained in this Section 12 shall affect any rights, claims or causes of action which
Former Employee may have (1) with respect to his outstanding stock options, warrants or other stock
subscription rights to purchase Ixia Common Stock or other securities under the terms and
conditions thereof; (2) as a shareholder of Ixia; (3) to indemnification by Ixia, to the extent
required under the provisions of Ixia’s Articles of Incorporation, Ixia’s Bylaws, the California
General Corporation Law, insurance or contracts, with respect to matters relating to Former
Employee’s prior service as a director, an officer, employee and agent of Ixia; (4) with respect to
his eligibility for severance payments under the Severance Plan or any other written agreement
listed on Exhibit B hereto; and (5) to make claims against or seek indemnification or
contribution from anyone not released by the first sentence of this Section 12 with respect to any
matter or anyone released by the first sentence of this Section 12 with respect to any matter not
released thereby; or (6) with respect to Ixia’s performance of this Agreement. Further, Former
Employee waives specifically any and all rights or claims Former Employee has or may have under the
ADEA and/or the OWBPA, and acknowledges that such waiver is given voluntarily in exchange for
certain consideration included in the severance benefits being paid pursuant to this Agreement.



     13.2 Waiver of Unknown Claims. Former Employee acknowledges that he is aware that he may
hereafter discover claims or facts different from or in addition to those he now knows or believes
to be true with respect to the matters herein released, and he agrees that this release shall be
and remain in effect in all respects a complete general release as to the matters released and all
claims relative thereto which may exist or may heretofore have existed, notwithstanding any such
different or additional facts. Former Employee acknowledges that he has been informed of Section
1542 of the Civil Code of the State of California, and does hereby expressly waive and relinquish
all rights and benefits which he has or may have under said Section, which reads as follows:




“A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.”



     13.3 Covenant Not to Sue on Matters Released. Former Employee covenants that he will not
make, assert or maintain against any person or entity that Former Employee has released in this
Agreement, any claim, demand, action, cause of action, suit or proceeding arising out of or in
connection with the matters herein released, including but not limited to any claim or right under
the ADEA, the OWBPA, or any other federal or state statute or regulation. Former Employee
represents and warrants that he has not assigned or transferred, purported to assign or transfer,
and will not assign or transfer, any matter or claim herein released. Former Employee represents
and warrants that he knows of no other person or entity which claims an interest in the matters or
claims herein released. Former Employee agrees to, and shall at all times, indemnify and hold
harmless each person and entity that Former Employee has released in this Agreement against any
claim, demand, damage, debt, liability, account, action or cause of action, or cost or



21









 







expense, including attorneys’ fees, resulting or arising from any breach of the
representations, warranties and covenants made herein.


14. ASSIGNMENT




     Former Employee represents and warrants that he has not heretofore assigned, transferred or
granted or purported to assign, transfer or grant any claims, entitlement, matters, demands or
causes of action herein released, disclaimed, discharged or terminated, and agrees to indemnify and
hold harmless Ixia from and against any and all costs, expense, loss or liability incurred by Ixia
as a consequence of any such assignment, transfer or grant.


15. FORMER EMPLOYEE REPRESENTATIONS




     Notwithstanding that this Agreement is being entered into subsequent to the Termination Date,
except as listed by Former Employee on Exhibit C, from the period beginning on the
Termination Date to the Effective Date, Former Employee represents and warrants that he has not
acted or omitted to act in any respect which directly or indirectly would have constituted a
violation of Sections 7, 8, 10 or 11 herein had this Agreement then been in effect.


16. MISCELLANEOUS




     16.1 Notices. All notices and demands referred to or required herein or pursuant hereto shall
be in writing, shall specifically reference this Agreement and shall be deemed to be duly sent and
given upon actual delivery to and receipt by the relevant party (which notice, in the case of Ixia,
must be from an officer of Ixia) or five days after deposit in the U.S. mail by certified or
registered mail, return receipt requested, with postage prepaid, addressed as follows (if, however,
a party has given the other party due notice of another address for the sending of notices, then
future notices shall be sent to such new address):



	 	 	 	 	 	 	 
	(a)

	 	If to Ixia:
	 	Ixia	 	 
	 

	 	 	 	26601 West Agoura Road	 	 
	 

	 	 	 	Calabasas, California 91302	 	 
	 

	 	 	 	Attn: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	With a copy to:
	 	Bryan Cave LLP	 	 
	 

	 	 	 	120 Broadway, Suite 300	 	 
	 

	 	 	 	Santa Monica, CA 90401	 	 
	 

	 	 	 	Attention: Katherine F. Ashton, Esq.	 	 
	 
	 	 	 	 	 	 
	(b)

	 	If to Former Employee:  
	 	 
 

 
 

 
 

	 	    







22












 





     16.2 Legal Advice and Construction of Agreement. Both Ixia and Former Employee have received
(or have voluntarily and knowingly elected not to receive) independent legal advice with respect to
the advisability of entering into this Agreement and with respect to all matters covered by this
Agreement and neither has been entitled to rely upon or has in fact relied upon the legal or other
advice of the other party or such other party’s counsel (or employees) in entering into this
Agreement.



     16.3 Parties’ Understanding. Ixia and Former Employee state that each has carefully read this
Agreement, that it has been fully explained to it/him by its/his attorney (or that it/he has
voluntarily and knowingly elected not to receive such explanation), that it/he fully understands
its final and binding effect, that the only promises made to it/him to sign the Agreement are those
stated herein, and that it/he is signing this Agreement voluntarily.



     16.4 Recitals and Section Headings. Each term of this Agreement is contractual and not merely
a recital. All recitals are incorporated by reference into this Agreement. Captions and section
headings are used herein for convenience only, are not part of this Agreement and shall not be used
in interpreting or construing it.



     16.5 Entire Agreement. This Agreement constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous oral and written agreements and discussions with respect to the subject matter
hereof. Notwithstanding the foregoing, the parties understand and agree that any Nondisclosure
Agreement and all other written agreements between Former Employee and Ixia are separate from this
Agreement and, subject to the terms and conditions of each such agreement, shall survive the
execution of this Agreement, and nothing contained in this Agreement shall be construed as
affecting the rights or obligations of either party set forth in such agreements.



     16.6 Severability. In the event any provision of this Agreement or the application thereof to
any circumstance shall be determined by arbitration pursuant to Section 16.10 of this Agreement or
held by a court of competent jurisdiction to be invalid, illegal or unenforceable, or to be
excessively broad as to time, duration, geographical scope, activity, subject or otherwise, it
shall be construed to be limited or reduced so as to be enforceable to the maximum extent allowed
by applicable law as it shall then be in force, and if such construction shall not be feasible,
then such provision shall be deemed to be deleted herefrom in any action before that court, and all
other provisions of this Agreement shall remain in full force and effect.



     16.7 Amendment and Waiver. This Agreement and each provision hereof may be amended, modified,
supplemented or waived only by a written document specifically identifying this Agreement and
signed by each party hereto. Except as expressly provided in this Agreement, no course of dealing
between the parties hereto and no delay in exercising any right, power or remedy conferred hereby
or now or hereafter existing at law, in equity, by statute or otherwise, shall operate as a waiver
of, or otherwise prejudice, any such rights, power or remedy.



     16.8 Cumulative Remedies. None of the rights, powers or remedies conferred herein shall be
mutually exclusive, and each such right, power or remedy shall be cumulative and in



23









 







addition to every other right, power or remedy, whether conferred herein or now or hereafter
available at law, in equity, by statute or otherwise.



     16.9 Specific Performance. Each party hereto may obtain specific performance to enforce
its/his rights hereunder and each party acknowledges that failure to fulfill its/his obligations to
the other party hereto would result in irreparable harm.



     16.10 Arbitration. Except for the right of either party to apply to a court of competent
jurisdiction for a Temporary Restraining Order to preserve the status quo or prevent irreparable
harm, any dispute or controversy between Ixia and Former Employee under this Agreement involving
its interpretation or the obligations of a party hereto shall be determined by binding arbitration
in accordance with the commercial arbitration rules of the American Arbitration Association, in the
County of Los Angeles, State of California.



     Arbitration may be conducted by one impartial arbitrator by mutual agreement. In the event
that the parties are unable to agree on a single arbitrator within 30 days of first demand for
arbitration, the arbitration shall proceed before a panel of three arbitrators, one of whom shall
be selected by Ixia and one of whom shall be selected by Former Employee, and the third of whom
shall be selected by the two arbitrators selected. All arbitrators are to be selected from a panel
provided by the American Arbitration Association. The arbitrators shall have the authority to
permit discovery, to the extent deemed appropriate by the arbitrators, upon request of a party.
The arbitrators shall have no power or authority to add to or, except as otherwise provided by
Section 16.6 hereof, to detract from the agreements of the parties, and the prevailing party shall
recover costs and attorneys’ fees incurred in arbitration. The arbitrators shall have the
authority to grant injunctive relief in a form substantially similar to that which would otherwise
be granted by a court of law. The arbitrators shall have no authority to award punitive or
consequential damages. The resulting arbitration award may be enforced, or injunctive relief may
be sought, in any court of competent jurisdiction. Any action arising out of or relating to this
Agreement may be filed only in the Superior Court of the County of Los Angeles, California or the
United States District Court for the Central District of California.



     16.11 California Law and Location. This Agreement was negotiated, executed and delivered
within the State of California, and the rights and obligations of the parties hereto shall be
construed and enforced in accordance with and governed by the internal (and not the conflict of
laws) laws of the State of California applicable to the construction and enforcement of contracts
between parties resident in California which are entered into and fully performed in California.
Any action or proceeding arising out of, relating to or concerning this Agreement that is not
subject to the arbitration provisions set forth in Section 16.10 above shall be filed in the state
courts of the County of Los Angeles, State of California or in a United States District Court in
the Central District of California and in no other location. The parties hereby waive the right to
object to such location on the basis of venue.



     16.12 Attorneys’ Fees. In the event a lawsuit is instituted by either party concerning a
dispute under this Agreement, the prevailing party in such lawsuit shall be entitled to recover
from the losing party all reasonable attorneys’ fees, costs of suit and expenses (including the
reasonable fees, costs and expenses of appeals), in addition to whatever damages or other relief
the injured party is otherwise entitled to under law or equity in connection with such dispute.



24









 





     16.13 Force Majeure. Neither Ixia nor Former Employee shall be deemed in default if its/his
performance of obligations hereunder is delayed or become impossible or impracticable by reason of
any act of God, war, fire, earthquake, strike, civil commotion, epidemic, or any other cause beyond
such party’s reasonable control.



     16.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same instrument.



     16.15 Successors and Assigns. Neither party may assign this Agreement or any of its rights or
obligations hereunder (including, without limitation, rights and duties of performance) to any
third party or entity, and this Agreement may not be involuntarily assigned or assigned by
operation of law, without the prior written consent of the non-assigning party, which consent may
be given or withheld by such non-assigning party in the sole exercise of its discretion, except
that Ixia may assign this Agreement to a corporation acquiring: (1) 50% or more of Ixia’s capital
stock in a merger or acquisition; or (2) all or substantially all of the assets of Ixia in a single
transaction; and except that Former Employee may transfer or assign his rights under this Agreement
voluntarily, involuntarily or by operation of law upon or as a result of his death to his heirs,
estate and/or personal representative(s). Any prohibited assignment shall be null and void, and
any attempted assignment of this Agreement in violation of this section shall constitute a material
breach of this Agreement and cause for its termination by and at the election of the other party
hereto by notice. This Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and each person or entity released pursuant to Section 12 hereof and, except as
otherwise provided herein, their respective legal successors and permitted assigns.



     16.16 Payment Procedure. Except as otherwise explicitly provided herein or in the Severance
Plan, all payments by Ixia to Former Employee or by Former Employee to Ixia due hereunder may be
by, at the paying party’s election, cash, wire transfer or check. Except as explicitly provided
herein or in the Severance Plan, neither party may reduce any payment or obligation due hereunder
by any amount owed or believed owed to the other party under any other agreement, whether oral or
written, now in effect or hereafter entered into.



     16.17 Survival. The definitions, representations and warranties herein as well as obligations
set forth in Sections 7, 8 and 10-16 shall survive any termination of this Agreement for any reason
whatsoever.



     16.18 No Admission. Neither the entry into this Agreement nor the giving of consideration
hereunder shall constitute an admission of any wrongdoing by Ixia or Former Employee.



     16.19 Limitation of Damages. Except as expressly set forth herein, in any action or
proceeding arising out of, relating to or concerning this Agreement, including any claim of breach
of contract, liability shall be limited to compensatory damages proximately caused by the breach
and neither party shall, under any circumstances, be liable to the other party for consequential,
incidental, indirect or special damages, including but not limited to lost profits or income, even
if such party has been apprised of the likelihood of such damages occurring.



25









 





     16.20 Pronouns. As used herein, the words “he”, “him”, “his” and “himself” shall be deemed to
refer to the feminine as the identity of the person referred to and the context may require.



     16.21 Effectiveness. This Agreement shall become effective upon execution by the later of the
parties hereto to execute this Agreement.



17. DAY REVIEW PERIOD; RIGHT TO REVOKE




     Former Employee acknowledges that he was advised in writing to consult with an attorney prior
to executing this Agreement and represents and warrants to Ixia that he has done so, and further
acknowledges that he has been given a period of 21 days within which to consider the terms and
provisions of this Agreement with his attorney. If Former Employee has executed and delivered to
Ixia this Agreement prior to the expiration of such 21-day period, then in doing so, Former
Employee acknowledges that he has unconditionally and irrevocably waived his right to that
unexpired portion of such 21-day period. In addition, Former Employee shall have the right to
revoke this Agreement for a period of seven days following the date on which this Agreement is
signed by sending written notification of such revocation directly to each of Ixia and Ronald W.
Buckly at the addresses specified in Section 16.1, supra, via hand delivery.



	 	 	 	 	 	 	 	 	 
	IXIA	 	 	 	 	 	[Insert Former Employee’s Name]
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Signature:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Date:                      , 20     	 	 	 	Date:                     , 20     






26









 






EXHIBIT A




OUTSTANDING STOCK PURCHASE OR OTHER ACQUISITION RIGHTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	 	 	 	 	 
	 	 	 	 	 	 	Shares	 	 	 	 	 	 	 
	 	 	 	 	 	 	Currently	 	 	 	 	 	 	 
	 	 	 	 	 	 	Purchasable,	 	 	 	 	 	 	 
	 	 	 	 	 	 	Issuable or,	 	 	Exercise	 	 	Termination	 
	 	 	 	 	 	 	Subject	 	 	Price	 	 	Date	 
	Type of Security1/	 	Date Issued	 	 	to Vesting	 	 	(if applicable)	 	 	(if applicable)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1/	 	[e.g., Stock option, restricted stock unit, stock
appreciation right, restricted stock award, warrant, etc.]




 









 










EXHIBIT B




LIST OF OTHER AGREEMENTS (Pursuant to §§12 and 13)




 









 





EXHIBIT C




EXCEPTIONS (Pursuant to §15)