AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
SECTION I. PURPOSE
The purpose of the Ixia Amended and Restated Non-Employee Director Equity Incentive Plan (this “Plan”) is
to provide an incentive which will motivate and reward “Non-Employee Directors” of the Company and promote
the best interests and long-term performance of the Company by encouraging the ownership of the Company’s
stock by such “Non-Employee Directors.” None of the Options granted pursuant to this Plan will qualify as an
Incentive Stock Option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
SECTION II. CERTAIN DEFINITIONS
A. “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.
B. “2004 Restatement” means the Original Plan, as amended, restated and approved by the shareholders of
the Company at the Company’s 2004 Annual Meeting of Shareholders held on May 13, 2004.
C. “2004 Restatement Effective Date” means May 13, 2004.
D. “2007 Restatement Effective Date” means May 25, 2007, provided that this Plan is approved by the
shareholders of the Company at the 2007 Annual Meeting of Shareholders of the Company on such date. If this
Plan is not so approved by the shareholders of the Company, then this Plan will not become effective, the 2004
Restatement shall remain in full force and effect, and the Company may continue to make grants pursuant to the
terms of the 2004 Plan Restatement.
E. “Annual Meeting of Shareholders” shall mean an Annual Meeting of Shareholders of the Company.
F. “Award” means any Option or Restricted Stock Unit granted pursuant to the provisions of the Plan.
G. “Award Agreement” means any written agreement, contract or other instrument or document evidencing
and reflecting the terms of any Award granted pursuant to the provisions of the Plan.
H. “Board” or “Board of Directors” means the Board of Directors of the Company.
I. “Common Stoc