Exhibit 10.1
September 25, 2009
Chandrashekhar Khandekar
[address]
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Re:
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Separation and
Release Agreement
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Dear Chandrashekhar:
As we discussed with you today, we
have decided to terminate your employment at Ikanos.
This letter will confirm the terms
of our agreement with respect to your termination. 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 October 16,
2009.
1. Separation from Employment
.
We have informed you that your
employment with Ikanos is ending effective September 25, 2009.
Thereafter, you will no longer be an employee of Ikanos. You will
be paid all earned and unpaid salary together with any accrued and
unused vacation pay, minus deductions required or permitted by law
in your final paycheck delivered to you September 25, 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.
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
October 16, 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
January 1, 2010 in accordance with the Company’s normal
payroll policies, paid biweekly.
(2) Benefits . Ikanos will
continue to pay the cost for group employee benefit coverage
continuation under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”) to the same extent previously
provided by Ikanos’ group plans starting October 1, 2009
through April 30, 2010, or until you become eligible for group
insurance
benefits from another employer, whichever occurs
first. You understand that you have an obligation to inform Ikanos
if you receive group health coverage from another employer before
April 30, 2010, and that you may not increase the number of
your designated dependants if any, during this time.
(3) Accelerated Vesting of Equity
Award . You will receive acceleration of 50% of your unvested
Restricted Stock Units and 25% of unvested Stock
Options.
B. Release .
Released Claims.
In consideration of these additional
benefits, you, on behalf of your heirs, spouse and assigns, hereby
completely release and forever discharge Ikanos, its past and
present affiliates, agents, officers, directors, shareholders,
employees, attorneys, insurers, successors and assigns
(collectively referred to as the “ Company ”)
from any and all claims, of any and every kind, nature and
character, known or unknown, foreseen or unforeseen, based on any
act or omission occurring prior to the date of you signing this
Release Agreement, including but not limited to any claims arising
out of your offer of employment, your employment or termination of
your employment with the Company or your right to purchase, or
actual purchase of shares of stock of the Company (including, but
not limited to, all rights related to or associated with stock
options and restricted stock units), including, without limitation,
any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities
fraud under any state or federal law. The matters released include,
but are not limited to, any claims under federal, state or local
laws, including claims arising under the Age Discrimination in
Employment Act of 1967 (“ ADEA ”) as amended by,
including but not limited to, the Older Workers’ Benefit
Protection Act (“ OWBPA ”) and any common law
tort contract or statutory claims, and any claims for
attorneys’ fees and costs.
You understand and agree that this
Release Agreement extinguishes all claims, whether known or
unknown, foreseen or unforeseen, except for those claims expressly
described below. You expressly waive any rights or benefits under
Sect
