Separation and Release Agreement with Yehoshua Rom



 Exhibit 10.1 
 September 26, 2007 
 Mr. Yehoshua Rom 
 47669 Fremont Blvd. 
 Fremont, CA 94538, USA 
  

			
	Re:	  	Separation and Release Agreement

 Dear Josh: 
 This letter is to confirm our agreement with respect to the termination of your employment with Ikanos Communications, Inc. (“Ikanos”). To ensure that there are no ambiguities, this letter first explains in detail both your
rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your agreement by signing, dating and
returning the enclosed Release Agreement to the undersigned by September 28, 2007. 
  

	 	1.	Separation from Employment. 

 We have agreed that
your employment with Ikanos will end effective September 28, 2007. Thereafter, you will no longer be an employee of Ikanos. You will be paid all earned and unpaid salary together with any accrued and unused vacation pay, less deductions
required or permitted by law in your final paycheck on September 28, 2007. Nothing herein alters your status as an at-will employee. 
 Your coverage under the Ikanos group plans will end on September 28, 2007. However, you will have the opportunity to exercise your option to continue the benefits under the Ikanos group health plans under COBRA after that date. You
will be provided a benefits packet containing information on your COBRA rights and conversion to a direct pay plan. Please call Ikanos’ Human Resources Administrator if you have any questions about COBRA conversion. Additionally, please keep
Human Resources informed of any address changes in case we need to mail you future W-2’s and other correspondences to your attention. 
 In addition, please note that your obligations under any proprietary and inventions assignment agreement will still remain in effect. 
  

	 	2.	Release Agreement. 

 In addition to the foregoing to
which you are entitled, Ikanos is prepared to offer you additional benefits to which you would otherwise not be entitled in exchange for an agreement to release all claims known or unknown. If you wish to accept such additional benefits in
consideration for the release, your signature below will reflect your agreement. You may take 21 days from receipt of this letter (i.e., until October 15, 2007) to consider whether you wish to accept these additional benefits in exchange
for the release. Please also note that even if you do sign this Release Agreement, you may change your mind and revoke it and forego the additional benefits, provided you notify the undersigned in writing within seven (7) days of your signing
that you no longer want the additional benefits. 
  

	 	A.	Consideration. 

 Provided that you remain an
employee of Ikanos through September 28, 2007, that you have signed this Release Agreement and returned it to Ikanos, then ten (10) days after your signature of an unrevoked Release Agreement, Ikanos will provide you with the consideration
described and on the schedule below: 
 (1) Ikanos will make a one-time severance payment of $97,500.00, less applicable withholdings, in
consideration of your acceptance of this Release Agreement. 







 (2) To the extent that you have unvested equity (either stock options or restricted stock units), the
vesting of any equity that would have vested by March 31, 2008 will accelerate and such equity will become vested on September 28, 2007. Exhibit A attached hereto reflects the equity that will be deemed to have vested as of
September 28, 2007 due to the accelerated vesting provided in this paragraph. You will have until January 31, 2008, to decide whether to exercise your vested but as yet unexercised stock options. To the extent that such equity includes
incentive stock option grants, the change to the vesting schedule may impact the tax treatment of those incentive stock options. You should consult a tax advisor with any questions you have regarding this possible change in tax treatment. In all
other aspects, all of your stock options and restricted stock units related to the Company’s common stock will remain subject to the terms of the 1999 Stock Option Plan, the 2004 Equity Incentive Plan and the applicable award
agreement or Notice of Grant, as applicable. 
 (5) In addition, Ikanos will continue to pay the cost for group employee benefit coverage
continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent previously provided by Ikanos’ group plans through March 28, 2008 or until you become eligible for group insurance
benefits from another employer, whichever occurs first. You understand that you have an obligation to inform Ikanos if you receive group health coverage from another employer before March 28, 2008 and that you may not increase the number of
your designated dependants if any, during this time unless you do so at you own expense. The period of such Ikanos-paid COBRA coverage shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered
income to you. 
 You understand that because Ikanos has no policy obligating it to pay additional severance to terminated employees, these
benefits are an additional benefit for which you are not eligible unless you elect to sign this Release Agreement. 
  

	 	B.	Release. 

 Released Claims. 
 In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos,
its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature
and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment
or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units),
including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not
limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit
Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. 
 You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under
Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides 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.” 







 You fully understand that, if any fact with respect to any matter covered by this Release Agreement is
found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts. 
 Claims Not Released. 
 The only claims not released
through this Release Agreement are any claims that cannot be released by law, such as claims for unemployment benefits, workers’ compensation and/or claims relating to the validity of this Release Agreement under the ADEA as amended by the
OWBPA. 
 Enforcement of This Release Agreement. 
 You also understand and agree that if any suit is brought to enforce the provisions of this Release Agreement, with the exception of a claim brought by you as to the validity of this Release Agreement under the ADEA as amended by the OWBPA,
the prevailing party shall be entitled to its costs, expenses, and attorneys’ fees as well as any and all other remedies specifically authorized under the law. 
 Miscellaneous. 
 You further acknowledge that during your employment, you may have obtained
confidential, proprietary and trade secret information, including information relating to the Company’s products, plans, designs and other valuable confidential information. You agree not to use or disclose any such confidential information
unless required by subpoena or court order, and that you will first give the Company written notice of such subpoena or court order with reasonable advance notice to permit the Company to oppose such subpoena or court order if it chooses to do so.

 You also agree that for a period of 18 months after the termination of your employment, you shall not induce or attempt to induce any
employee, agent or consultant of the Company to terminate his or her association with the Company. This restriction shall not apply to individuals who respond to general job postings that advertise positions at any company where you may work in the
future. The Company and you agree that the provisions of this paragraph contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by you of this paragraph, the
Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this paragraph. 
 You agree that for a period of three (3) years you will not intentionally disparage the Company or any of its products or practices whether orally,
in writing or otherwise. Excluded from this limitation will be any factually correct statement concerning the Company’s products generally known in the industry. Notwithstanding the foregoing, this will not limit your ability to provide
truthful testimony as required by law or any judicial or administrative proceeding. 
 This Release Agreement constitutes the entire
agreement between yourself and the Company with respect to any matters referred to in this Release Agreement. This Release Agreement supersedes any and all of the other agreements between yourself and the Company, except for any proprietary and
inventions assignment agreement, which remain in full force and effect, and except for those provisions of the 1999 Stock Option Plan and the 2004 Equity Incentive Plan and award agreements or Notices of Grant referenced in Sections 2.A.(2) and
(3) above and not superseded by the provisions of such sections. No other consideration, agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in this Release Agreement should be
implied or are binding. You understand and agree that this Release Agreement shall not be deemed or construed at any time or for any purposes as an admission of any liability or wrongdoing by either yourself or the Company. You also agree that if
any provision of this Release Agreement is deemed invalid, the remaining provisions will still be given full force and effect. The terms and conditions of this Release Agreement will be interpreted and construed in accordance with the laws of
California. 







 Prior to execution of this Release Agreement, you have apprised yourself of sufficient relevant
information in order that you might intelligently exercise your own judgment. The Company has informed you in writing to consult an attorney before signing this Release, if you wish. The Company has also given you at least 21 days in which to
consider this Release Agreement, if you wish. You also understand that for a period of seven (7) days after you sign this Release Agreement, you may revoke this Release Agreement, and that the Release Agreement shall not become effective until
seven (7) days from the date of your signature, or on your last day of employment, whichever is later. 
 You have read this Release
Agreement and understand all of its terms. You further acknowledge and agree that this Release Agreement is executed voluntarily and with full knowledge of its legal significance. 
  

					
	 	 	 	 	Ikanos Communications, Inc.
			
	Dated: September 28, 2007	 		 	 /s/ Michael A. Ricci

		 		 	Michael A. Ricci
		 		 	Chief Executive Officer

 EMPLOYEE’S ACCEPTANCE OF RELEASE 
 I HAVE CAREFULLY READ AND FULLY UNDERSTAND AND VOLUNTARILY AGREE TO ALL THE TERMS OF THE RELEASE IN EXCHANGE FOR THE ADDITIONAL BENEFITS TO WHICH I WOULD
OTHERWISE NOT BE ENTITLED. 
  

					
	Dated: September 26, 2007	 	 	 	 /s/ Yehoshua Rom

		 		 	Yehoshua Rom

 EXHIBIT A 
 Equity Vesting as of September 28, 2008 
  

													
	 Grant #
	  	Equity Type	  	 No of
 Options/RSU’s
	  	Price	  	 Orig.
 Vested
 a/o
 9/28/2007
	  	 Orig.
 Vested
 a/o
 3/31/2008
	  	Amount
Accelerated
	 341
	  	ISO	  	8333	  	0.48	  	7464	  	8333	  	869
	 617
	  	ISO	  	25000	  	3.84	  	14583	  	20833	  	6250
	 1479
	  	RSU	  	30000	  	0	  	7500	  	15000	  	7500