IXIA OFFICER SEVERANCE PLAN

Exhibit 10.1 IXIA
OFFICER SEVERANCE PLAN (As Amended and Restated effective January 1, 2009)           WHEREAS, Ixia ("Ixia" or the "Company") previously adopted the Officer Severance Plan effective September 1, 2000 (the "OSP"), in order to provide severance benefits to certain officers of the Company; and           WHEREAS, the Company reserved the right to amend the OSP pursuant to Section 9(g) thereof; and           WHEREAS, effective January 1, 2009, the Company desires to amend and restate the OSP, 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; and           WHEREAS, effective December 31, 2008, the Company desires to adopt a patch amendment to the OSP to incorporate the provisions required by Code Section 409A for the benefit of any Eligible Officer who elects prior to December 31, 2008, to continue participation in the OSP either (i) for the term of his employment as an Eligible Officer with the Company; or (ii) until January 8, 2010, at which time his participation under the OSP will expire and the severance rights of such Eligible Officer shall be determined under the terms of the Officer Severance Plan, as Amended and Restated effective January 1, 2009 (the "Plan");           NOW, THEREFORE, effective January 1, 2009, the OSP is amended and restated in its entirety as follows, the provisions hereof to apply (i) as of January 1, 2009 with respect to those Eligible Employees who consent to such changes pursuant to Section 10(g); (ii) as of January 8, 2010 with respect to those Eligible Employees who elect to participate in the OSP through January 8, 2010 and thereafter in the Plan; and (iii) to those executive officers of the Company who are first designated after December 31, 2008 as Eligible Officers under the Plan: 1 Purpose.      The Plan is intended to provide severance benefits to salaried officers of Ixia who shall become eligible for benefits under this Plan. The purpose of this Plan is to provide certain benefits to Eligible Officers during the transition period following the loss of employment under circumstances outlined in this Plan. The provisions herein are being offered and provided at the sole discretion of the Company. 2. Definitions.      As used herein, the terms identified below shall have the meanings indicated:      (a) " Administrator " means the Compensation Committee of the Board of Directors of the Company (or such other committee as may be appointed by the Board to administer this

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Plan); and, in the absence of any such committee, shall mean the Board of Directors of the Company.      (b) " Annual Compensation " means (i) for purposes of determining the amount of an Eligible Officer’s Severance Allowance payable under Section 6 hereof, the regular rate of annual base salary paid by the Company to an Eligible Officer in his capacity as such with respect to a calendar year (or any portion thereof if such person was not or will not be an Eligible Officer for the entire calendar year) immediately prior to his Termination Date, plus 100% of his target bonus and/or commission compensation for such calendar year or, if such target(s) have not yet been approved for that year, for the prior calendar year; and (ii) for purposes of determining the amount of an Eligible Officer’s Severance Allowance payable under Section 4 hereof, the regular rate of annual base salary paid by the Company to an Eligible Officer in his capacity as such with respect to a calendar year (or any portion thereof if such person was not or will not be an Eligible Officer for the entire calendar year) immediately prior to his Termination Date, plus the average of the annual aggregate amounts of any bonus payments, commissions and incentive compensation earned by such officer for services rendered to the Company during the immediately preceding three calendar years (if the Eligible Officer has not been employed by the Company as an Eligible Officer for such entire three-year period, then the amount so calculated shall not take into account any bonus payments, commissions or incentive compensation earned by the Eligible Officer with respect to a calendar year during which he was not employed by the Company or was employed by the Company for only a portion thereof); provided, however, that for purposes of determining the Annual Compensation in (i) and (ii) of this Section 2(b), automobile allowances, pension payments, 401(k) matching contributions, gains realized in connection with the exercise of a stock option or participation in a stock option or purchase plan or other equity incentive plan, employer contributions for benefits, relocation payments, expense reimbursements, noncash compensation and similar payments shall be excluded and not taken into account.      (c) " Board " means the Board of Directors of the Company.      (d) " Cause ." Termination by Ixia of an Eligible Officer’s employment for "Cause" means termination as a result of:

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     (e) " Change in Control ." A "Change in Control" of the Company shall be deemed to have occurred at such time as (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) becomes after the effective date of this Plan the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (ii) during any period of 12 consecutive months, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period; (iii) there occurs the closing of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the shareholders of the Company approve a plan of liquidation of the Company or an agreement for the sale or disposition (other than in the ordinary course of business) by the Company of all or substantially all of the Company’s assets (or any transaction having essentially the same effect).      (f) " CEO " means the Chief Executive Officer of the Company or, if no person is then serving as Chief Executive Officer, the President of the Company.

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     (g) " Eligible Officers " mean only those duly elected or appointed officers of the Company that are expressly designated as "Eligible Officers" by the Board for the purposes of this Plan pursuant to resolutions duly adopted by the Board.      (h) " Employment Period " means the aggregate period of time during which an individual has been employed as a duly elected or appointed Eligible Officer (other than solely as Chairman of the Board, Secretary and/or Assistant Secretary) by the Company prior to the Termination Date.      (i) " Good Reason " means (i) a material diminution in the Eligible Officer’s compensation; (ii) a material diminution in the Eligible Officer’s authority, duties, or responsibilities; (iii) a material change in the geographic location at which Eligible Officer must perform the services; or (iv) any other action or inaction that constitutes a material breach by the Company of this Plan or any other plan or agreement under which the Eligible Officer provides services to the Company. Notwithstanding the preceding, "Good Reason" will not be deemed to exist unless the Eligible Officer notifies the Company in writing that he or she believes Good Reason exists. The Eligible Officer must set forth in reasonable detail why he or she believes Good Reason exists; provided, however, that the Eligible Officer must provide the Company with written notice of Good Reason within a period of 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition and thereby eliminate the grounds for a "Good Reason" termination. A termination for Good Reason in accordance with this paragraph must be made no later than two years after the initial existence of the condition alleged to give rise to Good Reason and shall be treated as an involuntary separation from service for purposes of Code Section 409A.      (j) " Severance Allowance " means the aggregate gross amount of severance payments determined in accordance with Section 4(a) of this Plan to be paid to an Eligible Officer who is entitled to receive severance benefits under this Plan.      (k) " Termination Date " means the date on which an Eligible Officer ceases to be a duly elected or appointed officer of the Company (other than Chairman of the Board, Secretary and/or Assistant Secretary). 3. Eligibility.      (a)  Participants . Only Eligible Officers shall be eligible to receive benefits under this Plan.      (b)  Eligible Terminations . Ixia will pay severance benefits under this Plan on account of the termination of an Eligible Officer’s employment with the Company only if the conditions set forth in Section 5 are fulfilled, such termination constitutes a separation from service within the meaning of Code Section 409A, such termination is non-temporary, and such termination is described in (i) or (ii) below, as applicable:

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     (c)  Ineligible Terminations . Notwithstanding Section 3(b), Ixia will not be obligated to pay severance benefits under this Plan to an Eligible Officer if the termination is the result of:

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4. Amount and Payment of Severance Benefits.      (a) Severance Compensation . Unless otherwise provided in Section 6 herein, an Eligible Officer who is entitled to receive severance benefits under this Plan shall receive a Severance Allowance in an amount equal to the product of (i) such Eligible Officer’s then current Annual Compensation; and (ii) a percentage determined in accordance with the following table:

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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 be paid in 12 equal monthly installments, less all applicable withholding taxes and permissible offsets, commencing, except as required by Section 9, on the thirty-first day following the terminated Eligible Officer’s Termination Date.      (c)  Health Care Insurance Continuation . Ixia (at its expense) will continue, for a period of 18 months following the Termination Date, health care coverage for the terminated Eligible Officer and his family members who are "qualified beneficiaries" (as such term is defined in the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")) under Ixia’s group health plan(s) generally available during such period to employees participating in such plan(s) and at levels and with coverage no greater than those provided to such terminated Eligible Officer as of the Termination Date. If such coverage cannot be provided pursuant to the terms of Ixia’s group health plan(s), Ixia may satisfy this obligation by providing comparable coverage through an individual policy or, if such comparable coverage is significantly more expensive than the coverage being provided to employees, by providing coverage through an individual policy with a cost comparable, to the cost of coverage provided through Ixia’s group health plan(s). Thereafter, such terminated Eligible Officer (at his expense) may elect coverage under a conversion health plan available under Ixia’s group health plan(s) from the Company’s health insurance carrier if and to the extent he is entitled to do so as a matter of right under federal or state law.      (d)  Other Benefit Plans . Except as otherwise expressly provided in this Section 4 or as required by applicable law, a terminated Eligible Officer shall have no right to continue his participation in any Company benefit plan following such Eligible Officer’s termination. Without limiting the generality of the foregoing, a terminated Eligible Officer shall not be entitled to participate in the Company’s 401(k) Plan or any similar plan following his Termination Date.      (e)  Pro Rata Bonus . The Company may, in its sole discretion, make a payment to a terminated Eligible Officer to account for any pro rata bonus payment earned but not yet paid with respect to the year in which such Eligible Officer’s Termination Date is contained.      (f)  Vacation Pay . A terminated Eligible Officer will be promptly paid for accrued and unused vacation entitlement on and through the Termination Date.      (g)  Offset . To the maximum extent permitted by law, the Company may offset any and all amounts due or otherwise owed to the Company by the terminated Eligible Officer against the severance payments due to the terminated Eligible Officer under this Plan.

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     (h)  Section 280G . Notwithstanding anything herein to the contrary, to the extent that the severance benefits to be paid to an Eligible Officer hereunder exceed an amount equal to three times the Eligible Officer’s base compensation as determined pursuant to Code Section 280G, the amount of the severance benefits shall be reduced to the minimum extent necessary to ensure that the severance benefits do not exceed the amount determined pursuant to Code Section 280G. Any such reductions shall be made first from compensation which is not deferred compensation subject to regulation under Code Section 409A. This Section 4(h) shall apply only with respect to a severance benefit which is a "parachute payment" within the meaning of Code Section 280G.      (i)  Acceleration of Vesting . If an Eligible Officer becomes eligible for severance benefits pursuant to Section 3 of this Plan (and not on account of a Change in Control provision outlined in Section 6), then all of such Eligible Officer’s then unvested stock options, stock appreciation rights, restricted stock units, restricted stock awards and other rights to purchase or acquire securities or other property of the Company (other than rights under the ESPP), that would have vested within 12 months following the Eligible Officer’s Termination Date, shall automatically vest on the Termination Date and, in the case of stock options and SARs, become immediately exercisable in full, and provided it gives rise to no tax liability under Code Section 409A, such options and SARs, and right to purchase securities or other property of the Company shall remain exercisable for (i) the period specified in the applicable equity incentive plan, equity award agreement or other plan or agreement or, if longer, (ii) a period of 90 days following the Termination Date of such Eligible Officer’s termination of employment with the Company (notwithstanding any provisions to the contrary in any applicable equity incentive plan, equity award agreement or other plan or agreement); provided, however, that any such option, SAR or other right shall not be exercisable after the expiration of the term of such option, SAR or other right set forth in the equity award agreement or other agreement evidencing such right.      (j)  Installments . For purposes of Code Section 409A, the right to a series of installment payments hereunder shall be treated as a right to a series of separate payments. 5. Condition Precedent to Severance Benefits.      (a)  Separation Agreement . Notwithstanding anything herein to the contrary and in consideration for and as a condition precedent to the payment of severance or any other benefits under this Plan, an Eligible Officer otherwise entitled to receive payments or benefits under this Plan shall, following his Termination Date, execute and deliver to the Company a written separation agreement (the "Agreement"), in the form of agreement attached hereto as Attachment I. Except for terminations subject to Section 3(c)(v) and as provided in the last sentence of Section 5(b), an Eligible Officer shall not have any rights whatsoever to receive severance benefits under this Plan unless he timely executes and delivers to the Company the Agreement. The obligations set forth in the Agreement shall be in addition to any existing and continuing duties that such Eligible Officer may otherwise have under law to the Company as a result of his former capacity as an officer, employee, director, shareholder or otherwise.      (b)  Timing and Procedure . Not later than 20 days after an Eligible Officer’s Termination Date, the Company shall provide such Eligible Officer with the Agreement for his execution. Unless such Agreement is duly executed and returned by the Eligible Officer to the

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Company within 21 days after he receives it or the Eligible Officer correctly disputes or otherwise correctly disagrees with the Company’s determination of the severance payments payable under this Plan and has made a timely claim in accordance with Section 8(a) hereof, such Eligible Officer shall be deemed to have waived and forfeited his rights to severance payments and benefits under this Plan and the Company shall have no further obligations whatsoever to such Eligible Officer under this Plan. If the Company shall not provide the Agreement to the Eligible Officer within 20 days after such Eligible Officer’s Termination Date, the Company shall be deemed to have waived the condition set forth in this Section 5 and the Eligible Officer shall not be required to execute the Agreement as a condition to receiving any severance payments or other benefits under this Plan. 6. Change in Control Provisions.      (a)  Limitation . The provisions of this Section 6 shall apply only in the event that a Change in Control of the Company shall occur.      (b)  Eligible Terminations . Notwithstanding any provision of this Plan to the contrary, in the event that a Change in Control of the Company shall occur, the Company will pay the severance benefits provided in this Plan (including the Severance Allowance, at an adjusted percentage outlined in Section 6(c) below), to an Eligible Officer who (i) is terminated by the Company (or the surviving and controlling company if other than the Company (the "Acquiror)) without Cause within two years following the Change in Control of the Company, or (ii) elects to terminate his employment for Good Reason within two years after such Change in Control. The provisions of this Section 6 shall automatically expire two years after a Change in Control occurs, and an Eligible Officer shall not be eligible to claim benefits under this Plan, including Section 6, thereafter.      (c)  Severance Allowance . Notwithstanding any provision in Section 4(a) to the contrary, in the event severance benefits are paid pursuant to the terms of this Section 6, an Eligible Officer who is entitled to receive severance benefits under this Plan shall receive a Severance Allowance payable pursuant to the terms of Section 4(b) in an amount equal to the product of (i) such Eligible Officer’s then current Annual Compensation, and (ii) a percentage determined in accordance with the following table:

     (d)  Pre-CIC Termination . In the event that an Eligible Officer’s employment with the Company is terminated for any reason prior to the Change in Control of the Company, and subsequently a Change in Control of the Company occurs, such Eligible Officer shall not be entitled to any benefits under this Section 6 unless such termination was in connection with or otherwise directly because of such anticipated Change in Control.

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     (e)  Equity/Property Rights . If within two years following a Change in Control of the Company, an Eligible Officer’s employment with the Company (or the Acquiror) is terminated by the Company (or the Acquiror) without Cause, then all of such Eligible Officer’s then unvested stock options, SARs, RSUs, restricted stock awards and other rights to purchase or acquire securities or other property of the Company or the Acquiror (including but not limited to any options or rights assumed by the Acquiror in connection with the Change in Control), other than any such options or rights that were granted after the effective date of the Change in Control and other than rights granted under the ESPP, shall automatically vest and, in the case of stock options and SARs, become immediately exercisable in full, and, provided it gives rise to no tax liability under Code Section 409A, all of such Eligible Officer’s options, SARs, and rights to purchase securities or other property of the Company and/or the Acquiror (other than any such options and rights that were granted after the effective date of the Change in Control and other than rights granted under the ESPP, which options and rights shall be governed by the terms thereof) shall remain exercisable for (i) the period specified in the applicable equity incentive plan, equity award agreement or other plan or agreement or, if longer, (ii) a period of one year following the effective date of such Eligible Officer’s Termination Date or termination of employment with the Acquiror, as the case may be (notwithstanding any provisions to the contrary in any applicable equity incentive plan, equity award agreement or other plan or agreement); provided, however, that any such option, SAR or other right shall not be exercisable after the expiration of the term of such option, SAR or other right set forth in the equity award agreement or other agreement evidencing such right. 7. Administration of this Plan.      This Plan shall be interpreted and administered for the Company by the Administrator who shall also be the named fiduciary of this Plan. The Administrator shall administer this Plan in accordance with its terms and shall have all powers necessary to carry out this Plan’s provisions on behalf of the Company. The Administrator shall have discretionary authority on behalf of the Company to determine reasonably and in good faith all questions arising in the administration, interpretation and application of this Plan and to construe the terms of this Plan, including any disputed or doubtful terms or the eligibility of an Eligible Officer for any benefit hereunder. Except as otherwise expressly provided in this Plan, the Administrator shall have no power or authority to add to, subtract from or modify any of the terms of this Plan, or to change or modify any of the benefits provided by this Plan, or to waive or fail to apply any requirements for eligibility for a benefit under this Plan. 8. Claims for Benefits.      (a)  Initial Claim . In the event an Eligible Officer disputes or otherwise disagrees with the Company’s determination of the severance benefits payable to him and desires to make a claim (a "claimant") with respect to any of the benefits provided hereunder, the claimant shall so notify, in writing, the Administrator by actual receipt or registered mail (addressed to the "Officer Severance Plan Administrator," Ixia, 26601 West Agoura Road, Calabasas, California 91302) and shall submit evidence of events constituting a termination of employment with the Company. Any claim with respect to any of the benefits provided under this Plan shall be made in writing within 90 days of the later of (i) the claimant’s becoming aware of the event which the claimant asserts entitles him to severance benefits; or (ii) the Company notifying him of its

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determination of the severance benefits payable to him under this Plan as a result of the occurrence of that event. Failure by the claimant to submit his claim within such 90-day period shall bar the claimant from disputing the Company’s notification to him of its determination of the severance benefits payable to him under this Plan as a result of the occurrence of that event.      (b)  Appeal . In the event that a claim which is made by a claimant is wholly or partially denied, the claimant will receive from the Administrator within 60 days of the claimant’s above-referenced notice a written explanation of the reason for denial and the claimant or his duly authorized representative may appeal the denial of the claim to the Administrator at any time within 60 days after the receipt by the claimant of written notice from the Administrator of the denial of the claim. In connection therewith, the claimant or his duly authorized representative may request a review of the denied claim, may review pertinent documents, and may submit issues and comments in writing. Upon receipt of a request for review of a denied claim, the Administrator shall make a decision with respect thereto and, not later than 60 days after receipt of a request for review, shall furnish the claimant with a decision on the review in writing, including the specific reasons for the decision written in a manner reasonably calculated to be understandable by the claimant or the claimant’s attorney or accountant, as well as specific reference to the pertinent provisions of this Plan upon which the decision is based. In reaching its decision, the Administrator shall have the discretionary authority in good faith to determine on behalf of the Company all questions arising under this Plan. 9. Code Section 409A Compliance.      (a)  Six Month 409A Delay Period . Notwithstanding anything herein to the contrary, in the event that an Eligible Officer is determined to be a specified employee of the Company on his Termination Date, as such term is defined within the meaning of Code Section 409A, and a delay in severance pay and benefits provided under this Plan is necessary for compliance with Code Section 409A(a)(2)(B)(i), then:           (1) The Severance Allowance and any continu