Exhibit 10.1
SEVERANCE AGREEMENT AND RELEASE
RECITALS
This Severance Agreement and Release ("Agreement") is made by and between Rajesh
Vashist ("Employee") and Ikanos Communications ("Company") (collectively
referred to as the "Parties"):
WHEREAS, Employee was employed by the Company;
WHEREAS, the Company and Employee entered into a Employee Inventions and
Proprietary Rights Assignment Agreement (the "Confidentiality Agreement");
WHEREAS, WHEREAS, the Company granted Employee options to purchase the Company's
common stock (the "Options") under one or several of the Company's stock option
plans (the "Plans") and each such Option is evidenced by an option agreement
executed by Employee and the Company (the "Option Agreements")
WHEREAS, the Company and Employee entered into the Vashist Employment Agreement
dated August 31, 2005 (the "Employment Agreement");
WHEREAS, Employee's employment with Company and status as a member of the Board
of Directors terminated on October 24, 2006 (the "Termination Date");
WHEREAS, the Parties, and each of them, wish to resolve any and all disputes,
claims, complaints, grievances, charges, actions, petitions and demands that the
Employee may have against the Company as defined herein, including, but not
limited to, any and all claims arising or in any way related to Employee's
employment with, or separation from, the Company;
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby
agree as follows:
COVENANTS
1.
RESIGNATION FROM THE BOARD OF DIRECTORS.
EMPLOYEE HEREBY RESIGNS
AS A MEMBER OF THE COMPANY'S BOARD OF DIRECTORS EFFECTIVE AS OF THE TERMINATION
DATE.
2.
CONSIDERATION.
(A)
SEVERANCE.
PURSUANT TO THE TERMS OF THE EMPLOYMENT AGREEMENT,
UPON THE EFFECTIVE DATE OF THIS AGREEMENT, EMPLOYEE WILL BE ENTITLED TO THE
SEVERANCE PAYMENTS AND BENEFITS SET FORTH IN SECTION 7(A) OF THE EMPLOYMENT
AGREEMENT; PROVIDED, HOWEVER, THAT (I) THE PARTIES AGREE THAT IN PARTIAL
CONSIDERATION FOR THE PARTIES ENTERING INTO THE CONSULTING AGREEMENT AND THE
CONSIDERATION TO BE PROVIDED THEREUNDER AS SET FORTH IN SECTION 2(B), (1) THE
AMOUNT OF THE SEVERANCE PAYMENT TO BE PROVIDED UNDER CLAUSE (B) OF SECTION 7(A)
OF THE EMPLOYMENT AGREEMENT RELATING TO THE TARGET BONUS WILL EQUAL $67,000,
WHICH WILL BE PAID AT THE TIMES AND IN THE MANNER SET FORTH IN
CLAUSE (II) BELOW, AND (2) THE PROVISION OF CONTINUING BENEFITS UNDER THE
BENEFIT PLANS (AS DEFINED IN THE EMPLOYMENT AGREEMENT) UNDER CLAUSE (E) OF
SECTION 7(A) OF THE EMPLOYMENT AGREEMENT WILL COMMENCE FOLLOWING THE TERMINATION
OF THE CONSULTING AGREEMENT, (II) THE SEVERANCE PAYMENTS TO BE MADE PURSUANT TO
CLAUSES (A) AND (B) OF SECTION 7(A) OF THE EMPLOYMENT AGREEMENT WILL BE PAID IN
EQUAL INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL POLICIES
COMMENCING WITH THE FIRST PAY DATE ON OR AFTER JANUARY 1, 2007 AND COMPLETING ON
THE LAST PAY DATE PRIOR TO MARCH 15, 2007, AND (III) EMPLOYEE WILL HAVE THE
RIGHT AT ANY TIME PRIOR TO JANUARY 1, 2007 TO DESIGNATE AN EXERCISE SCHEDULE
WITH RESPECT TO ANY UNEXERCISED OPTIONS TO PURCHASE COMPANY COMMON STOCK,
PROVIDED SUCH ELECTION MAY NOT PROVIDE FOR EXERCISE OF ANY SUCH OPTION BEYOND
OCTOBER 24, 2007.
FOR PURPOSES