Skyworks Solutions, Inc.
Restricted Stock Agreement
Granted Under 2005 Long-Term Incentive Plan
AGREEMENT made this ____ day of _____________, 2005 (the “Grant Date”), between Skyworks Solutions, Inc. a
Delaware corporation (the “Company”), and ________________________ (the “Participant”).
For good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
The Company shall issue to the Participant, subject to the terms and conditions set forth in this Agreement and in the
Company’s 2005 Long-Term Incentive Plan (the “Plan”), ______ shares (the “Shares”) of common stock, $0.25 par value, of the
Company (“Common Stock”). The Company shall issue to the Participant one or more certificates in the name of the Participant
for that number of Shares to be issued to the Participant hereunder. The Participant agrees that the Shares shall be subject to
forfeiture pursuant to Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.
(a) In the event that the Participant ceases to be employed by the Company for any reason or no reason,
with or without cause, prior to the fourth anniversary of the Grant Date, the Company shall have the right and option (the
“Forfeiture Option”) to demand that the Participant forfeit some or all of the Unvested Shares (as defined below).
“Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the time the Forfeiture
Option becomes exercisable by the Company. The “Applicable Percentage” shall be (i) 100% during the 12-month period ending
on the first anniversary of the Grant Date (ii) 75% during the 12-month period ending on the second anniversary of the Grant
Date, (iii) 50% during the 12-month period ending on the third anniversary of the Grant Date, (iv) 25% during the 12-month
period ending on the fourth anniversary of the Grant Date and (v) zero after the fourth anniversary of the Grant Date.
(b) In the even