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 April 21, 2009, the Compensation Committee of the Board of Directors of Ikanos Communications, Inc. ("Ikanos" or the "Company") approved the Company's 2009 Executive Bonus Plan (the "Plan"). The Plan includes certain officers of the Company, including the Chief Executive Officer and the Chief Financial Officer, as well as the named executive officers who are listed in the 2009 Proxy, other than the Vice President of Worldwide Sales. The Plan provides that:

Bonuses are to be paid out based upon attainment of specified revenue and operating results as well as personal objectives ("MBO's) set by the executive and the CEO; in the case of the CEO, objectives will be set and reviewed by the Board of Directors;

The Committee may, in its discretion, award a bonus to executives based upon company and individual performance during the first and second halves of the Company's fiscal year;

Revenue and operating result attainment are derived from the Company's Annual Operating Plan ("AOP") targets, as previously approved by the Board of Directors;

The revenue component of the bonus will be paid out when the Company achieves a minimum threshold attainment as measured by the AOP revenue target, and will be paid out according to actual results measured as a percentage of the target revenue, with no cap;

The operating results component of the bonus will be paid out if the Company meets specified net operating targets, excluding certain extraordinary expenses related to strategic transactions, and is capped at 120% of target operating results, based upon actual performance.

Final determination of whether an executive has attained his or her MBO's will be in the discretion of the CEO with approval by the Compensation Committee; in the case of the CEO, the Board of Directors will have responsibility for final approval.

The Committee retains discretion to evaluate and authorize bonus payments appropriate in light of an executive's actual performance.

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