Exhibit 10.1
September 1, 2009
Nick Shamlou
5662 Country Club Parkway
San Jose, CA 95138
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Re:
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Separation and
Release Agreement
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Dear Nick:
We have decided to accept your
resignation effective September 1, 2009.
This letter will confirm the terms
of our agreement with respect to your resignation. 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 22,
2009.
1. Separation from
Employment.
We have mutually agreed that your
employment with Ikanos is ending effective September 1, 2009.
Thereafter, you will no longer be an employee of Ikanos. You will
be paid one month’s salary in lieu of notice together with
any accrued and unused vacation pay, minus deductions required or
permitted by law in your final paycheck delivered to you
September 2, 2009. Nothing herein alters your status as an
at-will employee.
Your coverage under the Ikanos group
plans also will end on September 30, 2009. 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.
From September 11, 2009 to February 26, 2010 payment will
be made directly to the carriers for a total of Ten Thousand
Seventy Five dollars and 85/100 (10,075.85). The monthly cost sent
to the carriers will be One Thousand Six Hundred Seventy-nine
dollars and 31/100 ($1,679.31)
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
September 22, 2009) 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 sign this Release
Agreement and return it to Ikanos, then Ikanos will provide the
following additional consideration:
(1) Continued Base Salary. You will
receive continuing payments of severance pay at a rate equal to
your base salary for six (6) months from the date of
termination in accordance with the Company’s normal payroll
policies; provided, however, that in the event that all of the
continuing payments have not been paid as if the last payroll date
prior to March 15 of the year following the year during which
the termination occurs, the Company will pay all remaining amounts
in a lump sum on such payroll date such that no payments to be made
pursuant to this Section A(1) will be made after March 15 of
the year following the year during which the termination occurs.
From September 11, 2009 to February 26, 2010 you will be
paid a total of One Hundred Twelve Thousand Five Hundred dollars
($112,500.00). The bi-weekly salary will be Eight Thousand Six
hundred Fifty-Three Dollars and Eighty-Five Cents
($8,653.85).
(2) Commission. You will receive an
amount equal to fifty percent (50%) of your target commission
for the year in which the termination occurs (as if earned at 100%
of target) to be paid in equal installments over the six
(6) month period from the date of such termination in
accordance with the Company’s normal payroll policies;
provided, however, that in the event that all of the continuing
payments have not been paid as if the last payroll date prior to
March 15 of the year following the year during which the
termination occurs, the Company will pay all remaining amounts in a
lump sum on such payroll date such that no payments to be made
pursuant to this Section A(1) will be made after March 15 of
the year following the year during which the termination occurs.
From September 11, 2009 to February 26, 2010 you will be
paid a total commission of Eighty-Four thousand Three Hundred and
Seventy-Six dollars ($84,376.00). The quarterly amount for 2009 Q4
and 2010 Q1 will be Forty Two Thousand One Hundred Eight-eight
dollars ($42,188) each quarter as stated above.
(3) Car Allowance. You will receive
an amount equal to the car allowance you were receiving at the time
of your termination for a period of six (6) months from the
date of such termination to be paid on the same schedule you would
have otherwise received such allowance had you remained employed
with the Company through the six-month period following your
termination and in accordance with the Company’s normal
payroll policies; provided, however, that in the event that all of
the continuing payments have not been paid as if the last payroll
date prior to March 15 of the year following the year during
which the termination occurs, the Company will pay all remaining
amounts in a lump sum on such payroll date such that no payments to
be made pursuant to this Section A(1) will be made after
March 15 of the year following the year during which the
termination occurs. From September 11, 2009 to
February 26, 2010 you will be paid a total car allowance of
Nine Thousand dollars ($9,000). The monthly car allowance will be
One Thousand Five Hundred dollars ($1,500.00).
(4) Benefits. Ikanos will continue
to pay the cost for group employee benefit coverage continuation
under the Consolidated Omnibus Budget Reconciliation
