IXIA
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>v94528exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    Exhibit 10.2

                              [On Ixia Letterhead]

                                  July 29, 2003

Alan Amrod
517 Rustic Hills Drive
Simi Valley, CA 93065

Dear Alan,

            On behalf of Ixia ("Ixia" or the "Company"), I am pleased to offer
you employment (subject to approval by the Board of Directors) as Vice
President, Marketing on the terms and conditions set forth in this letter. As
Vice President, Marketing, you will report directly to Errol Ginsberg, President
and Chief Executive Officer of the Company. Your start date will be on or before
August 12, 2003.

            You agree to perform such duties and responsibilities as are
assigned or delegated to you from time to time. You agree to devote your
full-time attention and best efforts to the performance and discharge of such
duties and responsibilities and to perform and discharge such duties and
responsibilities faithfully, diligently and to the best of your abilities.

            Your starting annual base salary will be $200,000 payable in
accordance with Ixia's payroll policies as in effect from time to time. You will
be eligible to participate in the Company bonus plan based on 50% of your annual
salary prorated from your date of employment and in accordance with Ixia's Bonus
Plan as approved by the Board of Directors.

            As part of your compensation package, I will recommend that the
Company's Compensation Committee grants you, within thirty days following the
commencement of your employment with the Company, a stock option (incentive
stock options to the maximum extent permitted under law, with the balance being
nonstatutory (stock options) under the Company's stock option plan (the "Plan"),
to purchase 200,000 shares of Ixia Common Stock at an exercise price equal to
the closing sales price of Ixia's Common Stock on the date of the option grant
(the "Option"). Your Option will vest and become exercisable with respect to
50,000 shares after completion of one year of employment with the Company
following the date of the Option grant, and the remaining 150,000 shares subject
to your Option will vest and become exercisable, cumulatively, in 12 equal
quarterly installments commencing on the last day of the first full calendar
quarter following the one-year anniversary of the date of the Option grant, as
long as you remain an employee of the Company.

            In addition, your Option will be subject to the terms and provisions
of the Plan and the Stock Option Agreement evidencing the grant of your Option.
Your Option will expire, to the extent previously unexercised, upon the earlier
of four years from the vesting date of grant or 30 days (at a minimum) after you
cease to be an employee of the Company. In addition to the foregoing principal
terms, your Option will include such other terms and conditions that are
customarily included in options granted to employees of the Company.

            As a condition of commencing your employment with Ixia, you will be
required to sign Ixia's standard "Confidentiality and Non-Disclosure Agreement
and Assignment of Rights" (a copy of which is enclosed herewith). In addition,
due to immigration law requirements, it will be necessary for you to complete an
Employee Eligibility Form (I-9). In connection therewith, we will need two forms
of identification (e.g., valid driver's license, original social security card,
birth certificate and/or passport).

            As with every Ixia employee, you reserve the right to terminate your
employment at any time, and we reserve the right in our discretion to terminate
your employment with immediate effect, for any reason or no reason, and without
any liability for compensation or damages. We hope, however, that this will be a
long and mutually beneficial relationship.
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            This letter contains our entire understanding with respect to your
employment with Ixia and supersedes all prior or contemporaneous
representations, promises, discussions or agreements with respect to the subject
matter hereof, whether written or oral, and whether made to you or with you by
any employee, director or officer of, or any other person affiliated with, Ixia
or any actual or perceived agent thereof. Ixia reserves the right to make
reasonable minor changes to the terms and conditions of employment of all its
employees (including you); such changes shall be notified by way of a general
notice to all employees and shall take effect from the date of the notice
(unless such other effective date is specified in the notice). Subject thereto,
the provisions of this letter may be amended, modified, supplemented or waived
only by a writing specifically identifying this letter and signed by each party
hereto. If you have any questions about the meaning of any of the terms or
provisions included herein, please let me know at your earliest convenience.

            This letter and the rights and obligations of the parties hereto
shall be governed and construed under the laws of the State of California.

            Alan, we look forward to working with you and believe that you can
make a very significant, positive contribution to the success of Ixia. Our
Company offers you an opportunity to put your experience, abilities, dedication,
energy and creativity to excellent use. Welcome to the team!

            Please acknowledge your acceptance of this offer by signing and
dating the enclosed copy of this letter where indicated below and returning such
signed copy to me for receipt no later than July 31, 2003.

                                           Sincerely,

                                           /s/ Errol Ginsberg
                                           -------------------------------------

                                           Errol Ginsberg
                                           President and Chief Executive Officer

Acknowledged and Accepted:


/s/ Alan Amrod                             Start Date: August 12, 2003
------------------------------------                   -------------------------


Date: July 30, 2003
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