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Xilinx, Inc., Executive Compensation under "Pay for Xilinx Performance" Incentive Program
In addition to base salary, Xilinx senior management, including its executive officers, participate in the Pay for Xilinx
Performance (PXP) incentive program. PXP was approved by the Compensation Committee of the Board of Directors in
October 2002 and was most recently revised in April 2004. The purpose of PXP is to encourage its participants to contribute to
the achievement of the Company's business objectives and to provide incentives by sharing Xilinx's financial success.
Xilinx compensation is based on a "pay as you go" philosophy. Quarterly incentive payments increase under PXP if Xilinx
beats its financial targets. Less is paid if the Company falls short of its targets. If the Company does not achieve a minimum
profit margin target, nothing is paid under PXP, even if the Company may have met or exceeded its revenue targets.
The PXP pay targets for executive officers range from 50% to 70% of their individual base pay. The Chief Executive Officer's
target is 70%. PXP compensation is based upon three components which are weighted as follows: operating profit margin
(40%), actual revenue versus goal set at the beginning of the quarter (40%), and a strategic objective (20%). Operating profit
and revenue performance are determined after each quarter's earnings release to the public. The operating profit and revenue
components are subject to a multiplier that reduces or increases that component of PXP, depending upon performance results,
and may result in participants receiving less than or more than their target percentages. The operating profit multiplier increases
no more than 0.2 for each percentage point above target. The revenue multiplier increases no more than 0.15 for each
5 percentage points of revenue performance above Xilinx's goal set at the beginning of the quarter.
The strategic objective component