Ikanos Communications, Inc. 2009 Sales Compensation Plan For Vice President Worldwide Sales

Exhibit 10.1

Ikanos Communications, Inc.

2009 Sales Compensation Plan

For Vice President Worldwide Sales

1. Purpose
2. 1. Attraction, retention and motivation. The goal of this plan is to attract, retain, and motivate the VP of WW Sales through clearly specified sales goals and a pay-for-performance philosophy.
   2. Communicate the company goals. Another goal of the Plan is to communicate what the company wants the VP WW Sales to focus on:
   3. 1. Exceeding quarterly and annual revenue targets
      2. Winning OEM designs and launching new products
      3. Working with other members of the Ikanos team to achieve specific company goals
3. Overview

The Ikanos 2009 Sales Compensation Plan is composed of:

2. 1. Salary
   2. Performance Pay
   3. 1. Commission based on meeting Quarterly Target Revenue Goals for VP of WW Sales
      2. Annual Commission based on exceeding Annual Target Revenue Goals for VP of WW Sales
      3. Incentive Goals for achieving specific goals
   4. Equity Awards, Merits
   5. Benefits
   6. Car Allowance
3. Definitions
4. 1. Performance Pay - Variable compensation calculated based on performance to goals and paid on a quarterly and annual basis.
   2. Salary - Compensation usually referred to as "Base Salary" paid on a regular basis.
   3. Commission - Compensation that varies as a function of performance against assigned tasks or goals.
   4. Incentives - to reward and motivate employees to complete design goals or MBO's in a specific quarter.
   5. Benefits - A form of compensation allocated to or for the purchase of employee benefits such as company health care plan/s. In some cases, the employee may pay some portion of the cost of these benefits
   6. Target Customers - OEM's, ODM's, Distributors or Contract Manufacturers that purchase products or services from Ikanos.
   7. Target Design In/Win - Ikanos chipsets that have been designed to a system vendor's specific end product. Customer has to put in to their end product.
   8. Target Commission - Variable compensation amount limited to a specific time period.
   9. Quarterly Target Revenue Goal - is defined by the company Annual Operating Plan (Exhibit A).
   10. Annual Target Revenue Goal - is defined by the company Annual Operating Plan (Exhibit A).
   11. Net Revenue Shipment- Net revenue that has been reported by the Company in its financial reports in accordance with generally accepted accounting principles of the United States..
   12. Quarterly Management Objectives/Performance Objectives (QPO/MBO) - listing of design / MBO goals for a specific quarter set by CEO

4. Eligibility
5. 1. The VP of WW Sales while employed by the Company.
6. Timeframes
7. 1. The following Table 1 determines the timeline involved in the calculation and payment of the commissions and incentives.
   2. Incentive Goals must be approved prior to the dates below by the CEO.

In the event of a delay in disbursement of payment not related to the VP of WW Sales or his staff, the VP of WW Sales will be eligible for a recoverable draw for the amount of 50% of the performance pay for that quarter.

Table 1. Deadlines