Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

On March 10, 2009, Ikanos Communications, Inc. (the "Company") and Nick Shamlou, the Company's Vice President of Worldwide Sales agreed to the terms of the 2009 Sales Compensation Plan (the "Sales Compensation Plan"). Pursuant to the Sales Compensation Plan, Mr. Shamlou may receive performance-based compensation on a quarterly and an annual basis based on the Company's achievement of certain financial targets for the same periods, as well as additional incentive compensation based on certain non-financial goals. Pursuant to the Sales Compensation Plan, Mr. Shamlou's total incentive target compensation for fiscal 2009 is $168,750.

The Sales Compensation Plan is filed hereto as Exhibit 10.1 and is incorporated herein by reference and the descriptions thereof contained in this Form 8-K are qualified in all respects by the terms and provisions of such agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 10.1 2009 Sales Compensation Plan for the Vice President of Worldwide Sales.

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