exv10w2






Exhibit 10.2




AMENDMENT TO THE

IXIA OFFICER SEVERANCE PLAN




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



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



     WHEREAS, effective January 1, 2009, the Company will amend and restate the Plan, 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 (“Restated Plan”); and



     WHEREAS, effective December 31, 2008, the Company desires to amend the Officer Severance Plan
as in effect prior to the effectiveness of the Restated Plan (“Pre-2009 Plan”) to incorporate the
provisions required by Code Section 409A for the benefit of any
Eligible Officers who either (i) elect to continue
participation in the Pre-2009 Plan until January 8, 2010 and to participate in the Restated
Plan thereafter or (ii) elect to continue participation
in the Pre-2009 Plan through and after January 8, 2010.



     NOW, THEREFORE, effective December 31, 2008, the Pre-2009 Plan is amended as follows with
respect to Eligible Employees who, by December 31, 2008, elect (i) not to participate in the
Restated Plan until January 8, 2010, or (ii) not to participate in the Restated Plan at any time:




			
	1.	A new section 2(l) is added as follows:




“(l) “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and other guidance promulgated thereunder.”





			
	2.	The portion of Section 3(b) that occurs immediately prior to Section 3(b)(i) is deleted in
its entirety and replaced with the following:





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




			
	3.	Section 4(b) is deleted in its entirety and replaced with the following:





     “(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 normally be paid in 12 equal monthly installments, less all applicable
withholding taxes and permissible offsets, commencing, except as required by Section 10, on the
thirty-first day following the terminated officer’s Termination Date.”



 









 






			
	4.	Section 4(g) is deleted in its entirety and replaced with the following:





     “(g) 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.”




			
	5.	A new Section 9(h) is added as follows:





     “(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.”




			
	6.	A new Section 10 is added as follows:





“10. Code Section 409A Compliance.




     (1) 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 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) 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



2









 




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.”




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