Skyworks Solutions, Inc.
Restricted Stock Agreement
Granted Under 2008 Director Long-Term Incentive Plan
AGREEMENT made this day of , 2008 (the “Grant Date”), between Skyworks
Solutions, Inc. a Delaware corporation (the “Company”), and (the “Director”).
For good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
1. Issuance of Shares .
The Company shall issue to the Director, subject to the terms and conditions set forth in this Agreement and in
the Company’s 2008 Director 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 Director
one or more certificates in the name of the Director for that number of Shares to be issued to the Director
hereunder, or, alternatively, the Shares may be held in book entry by the Company’s transfer agent in the name of
the Director for that number of Shares issued to the Director. The Director 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
2. Forfeiture Option .
(a) In the event that the Director ceases to serve as a member of the Board of Directors of the Company
for any reason or no reason, except as set forth in Section 2(b) below, prior to the third anniversary of the Grant
Date, the Company shall have the right and option (the “Forfeiture Option”) to demand that the Director forfeit
some or all of the Unvested Shares (as defined below).
“Unvested Shares” means the total number of Shares subject to this Agreement 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 day preceding the first an