DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. CONSULTANT FURTHER
ACKNOWLEDGES AND AGREES THAT CONSULTANT HAS CAREFULLY READ THIS AGREEMENT AND
HAS ASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING
EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT CONSULTANT IS
WAIVING ITS RIGHT TO A JURY TRIAL.
FINALLY, CONSULTANT AGREES THAT CONSULTANT
HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE
BEFORE SIGNING THIS AGREEMENT.
11.
MISCELLANEOUS.
A.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
CALIFORNIA WITHOUT REGARD TO CALIFORNIA'S CONFLICTS OF LAW RULES.
B.
ASSIGNABILITY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
CONSULTANT MAY NOT SELL, ASSIGN OR DELEGATE ANY RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT.
C.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND
SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS BETWEEN THE PARTIES REGARDING
THE SUBJECT MATTER OF THIS AGREEMENT, EXCEPT FOR CONTINUING OBLIGATIONS THE
PARTIES MAY HAVE TO EACH OTHER UNDER THE VASHIST EMPLOYMENT AGREEMENT ENTERED
INTO BETWEEN THE COMPANY AND CONSULTANT DATED AUGUST 31, 2005 (THE "EMPLOYMENT
AGREEMENT"), THE SEVERANCE AGREEMENT AND RELEASE ENTERED INTO BETWEEN THE
COMPANY AND CONSULTANT ON OCTOBER 24, 2006 (THE "SEPARATION AGREEMENT") AND THE
EMPLOYEE INVENTIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENT ENTERED INTO
BETWEEN CONSULTANT AND THE COMPANY.
D.
HEADINGS.
HEADINGS ARE USED IN THIS AGREEMENT FOR REFERENCE ONLY
AND SHALL NOT BE CONSIDERED WHEN INTERPRETING THIS AGREEMENT.
E.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED
BY THIS AGREEMENT TO BE GIVEN TO A PARTY SHALL BE IN WRITING AND SHALL BE DEEMED
GIVEN IF DELIVERED PERSONALLY OR BY COMMERCIAL MESSENGER OR COURIER SERVICE, OR
MAILED BY U.S. REGISTERED OR CERTIFIED MAIL (RETURN RECEIPT REQUESTED), OR SENT
VIA FACSIMILE (WITH RECEIPT OF CONFIRMATION OF COMPLETE TRANSMISSION), TO THE
PARTY AT THE PARTY'S ADDRESS OR FACSIMILE NUMBER WRITTEN BELOW OR AT SUCH OTHER
ADDRESS OR FACSIMILE NUMBER AS THE PARTY MAY HAVE PREVIOUSLY SPECIFIED BY LIKE
NOTICE.
IF BY MAIL, DELIVERY SHALL BE DEEMED EFFECTIVE 3 BUSINESS DAYS AFTER
MAILING IN ACCORDANCE WITH THIS SECTION 10.E.
(1)
IF TO THE COMPANY, TO:
Ikanos Communications
47669 Fremont Boulevard
Fremont, CA 94538
Attention: G. Venkatesh, Executive Chairman of the Board of
Directors of Ikanos Communications, Inc.
Telephone: (510) 979-0400
Facsimile: (510) 979-0500
6
(2)
IF TO CONSULTANT, TO THE ADDRESS FOR NOTICE ON THE SIGNATURE PAGE
TO THIS AGREEMENT OR, IF NO SUCH ADDRESS IS PROVIDED, TO THE LAST ADDRESS OF
CONSULTANT PROVIDED BY CONSULTANT TO THE COMPANY.
F.
ATTORNEYS' FEES.
IN ANY COURT ACTION AT LAW OR EQUITY THAT IS
BROUGHT BY ONE OF THE PARTIES TO THIS AGREEMENT TO ENFORCE OR INTERPRET THE
PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY WILL BE ENTITLED TO
REASONABLE ATTORNEYS' FEES, IN ADDITION TO ANY OTHER RELIEF TO WHICH THAT PARTY
MAY BE ENTITLED.
G.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS FOUND TO BE
ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS