AMENDMENT TO
THE
IXIA OFFICER SEVERANCE PLAN
WHEREAS, Ixia
(“Ixia” or the “Company”) previously
adopted the Officer Severance Plan (this “Plan”)
effective September 1, 2000, in order to provide severance
benefits to certain officers of the Company; and
WHEREAS, the
Company reserved the right to amend the Plan pursuant to Section
9(g) thereof; and
WHEREAS, effective
January 1, 2009, the Company will amend and restate the Plan,
to the extent necessary to incorporate the provisions required by
Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”), and to make certain other changes
(“Restated Plan”); and
WHEREAS, effective
December 31, 2008, the Company desires to amend the Officer
Severance Plan as in effect prior to the effectiveness of the
Restated Plan (“Pre-2009 Plan”) to incorporate the
provisions required by Code Section 409A for the benefit of
any Eligible Officers who either (i) elect to continue
participation in the Pre-2009 Plan until January 8, 2010 and
to participate in the Restated Plan thereafter or (ii) elect
to continue participation in the Pre-2009 Plan through and after
January 8, 2010.
NOW, THEREFORE,
effective December 31, 2008, the Pre-2009 Plan is amended as
follows with respect to Eligible Employees who, by
December 31, 2008, elect (i) not to participate in the
Restated Plan until January 8, 2010, or (ii) not to
participate in the Restated Plan at any time:
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1.
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A
new section 2(l) is added as follows:
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“(l)
“ Code Section 409A ” means
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and other guidance promulgated
thereunder.”
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2.
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The
portion of Section 3(b) that occurs immediately prior to
Section 3(b)(i) is deleted in its entirety and replaced with
the following:
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“(b) Ixia
will pay severance benefits under this Plan on account of the
termination of an Eligible Officer’s employment with Ixia
only if the conditions set forth in Section 5 are fulfilled
and such termination is non-temporary, constitutes a separation
from service within the meaning of Code Section 409A, and such
termination is non-temporary and:”
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3.
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Section 4(b) is deleted in its
entirety and replaced with the following:
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“(b)
Method of Payment . To the extent such benefit is not
forfeited as a result of the failure to satisfy the requirements of
Section 5 of this Plan, a terminated Eligible Officer’s
Severance Allowance will normally be paid in 12 equal monthly
installments, less all applicable withholding taxes and permissible
offsets, commencing, except as required by
Section 1
