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•	the annual election of directors;

•	an advisory vote on executive compensation as described in the attached proxy statement; and

•	a proposal to ratify the appointment of the Company’s external auditors, Ernst & Young LLP.

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1.	to elect the following seven nominees for director to serve on the Board of Directors for the ensuing year or until their successors are duly elected and qualified: Philip T. Gianos, Moshe N. Gavrielov, William G. Howard, Jr., J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

2.	to hold an advisory vote on executive compensation as described in the attached proxy statement;

3.	to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors of Xilinx, for the fiscal year ending April 2, 2016; and

4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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A:	The Board of Directors of Xilinx, Inc., a Delaware corporation (Board), is soliciting your vote at the 2015 Annual Meeting of Stockholders (Annual Meeting). Xilinx, Inc. is referred to in this proxy statement as Xilinx, the Company, we, us or our.

A:	The Annual Meeting will take place on August 12, 2015, at 11:00 a.m., Pacific Daylight Time.

A:	Each stockholder must present valid picture identification such as a driver’s license or passport and proof of stock ownership as of the record date for entrance to the Annual Meeting.

A:	You will be asked to vote on:

1.	the election of the following seven nominees to serve as a director on the Board for the ensuing year: Philip T. Gianos, Moshe N. Gavrielov, William G. Howard, Jr., J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

2.	an advisory vote on the compensation for our named executive officers;

3.	the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, to serve as external auditors of Xilinx for the fiscal year ending April 2, 2016; and

4.	any other business that may properly come before the Annual Meeting.

•	FOR each of the Board’s seven nominees for director, who are Philip T. Gianos, Moshe N. Gavrielov, William G. Howard, Jr., J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

•	FOR the advisory vote on the compensation for our named executive officers; and

•	FOR the ratification of the appointment of Ernst & Young LLP as our independent public accounting firm for the fiscal year ending April 2, 2016.

A:

The required quorum to transact business at the Annual Meeting is a majority of the shares of our common stock outstanding on the record date. Shares of common stock entitled to vote and represented at the Annual Meeting by proxy or in person, as well as shares represented by abstentions and broker non-votes, will be counted towards the quorum. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

A:	As of the close of business on May 8, 2015, there were 258,678,362 shares of our common stock outstanding. The closing price of our common stock on May 8, 2015, as reported by the NASDAQ Global Select Market (NASDAQ), was $44.20 per share.

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A:

Instead of mailing a printed copy of our proxy materials to stockholders and as permitted by rules of the Securities and Exchange Commission (SEC), we mailed an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 12, 2015 (Internet Notice) to most of our stockholders to instruct you on how to access and review our proxy materials on the Internet. We believe that it is in the best interests of our stockholders to take advantage of these rules and reduce the expenses associated with printing and mailing proxy materials to all of our stockholders. In addition, as a corporate citizen, we want to reduce the use of natural resources and the environmental impact of printing and mailing the proxy materials. As a result, you will not receive paper copies of the proxy materials unless you specifically request them.

A:

Stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Internet Notice unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. We adopted this “householding” practice, which is approved by the SEC, in an effort to conserve natural resources and reduce printing costs and postage fees.

•	Vote by telephone (instructions are on the proxy card);

•	Vote over the Internet (instructions are on the proxy card); or

•	Fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage pre-paid envelope.

A:	The inspector of elections appointed for the Annual Meeting will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes.

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A:

Shares of common stock for which proxy cards are properly voted via the Internet or by telephone or are properly executed and returned, will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” the election of each of the nominees to the Board named herein, “FOR” the advisory approval of the compensation for our named executive officers, and “FOR” the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s external auditors for fiscal 2016. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies in the proxy card will vote in accordance with their discretion with respect to such matters.

A:	Brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on “routine” matters but have no discretion to vote them on “non-routine matters.” Therefore, if you hold your shares through a broker or nominee, it is critical that you cast your vote if you want it to count for “non-routine” matters.

A:

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

A:	Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, and have the same effect on the outcome of a matter being voted on at the Annual Meeting as a vote “Against” or “Withheld,” except in elections of directors where abstentions have no effect on the outcome.

A:	The following table sets forth the voting requirement with respect to each of the proposals:

A:	The non-binding advisory vote on the compensation of our named executive officers in Proposal Two will provide us insight into our stockholders’ views on our compensation practices pertaining to our named executive officers.

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A:

A stockholder of record giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company, at 2100 Logic Drive, San Jose, California 95124, a written notice of revocation or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, be sufficient to revoke a proxy. Any beneficial stockholder wishing to revoke his or her voting instructions must contact the bank, brokerage firm or other custodian who holds his or her shares and obtain a legal proxy from such bank or brokerage firm to vote such shares in person at the Annual Meeting.

A:

We have retained the services of Alliance Advisors, LLC to assist in obtaining proxies from brokers and nominees of stockholders for the Annual Meeting. We will pay the cost of these solicitation services, which is estimated to be approximately $9,000, plus out-of-pocket expenses. We will also pay brokers or other persons holding stock in their names or the names of their nominees for costs to forward soliciting materials to their principals. In addition, we pay the cost of preparing, assembling and delivery of the notice of Annual Meeting, proxy statement and form of proxy. Proxies may also be solicited in person, by telephone or electronically by Xilinx personnel who will not receive any additional compensation for such solicitation.

A:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), to be eligible for inclusion in the proxy statement for our 2016 Annual Meeting of Stockholders, stockholder proposals must be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California, 95124 no later than March 2, 2016. In order for stockholder proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Secretary of the Company at our principal executive offices no later than May 16, 2016. In addition, the Company’s Prior Notice For Inclusion on Agenda Bylaw provision requires that stockholder proposals made outside of Rule 14a-8 under the Exchange Act must be submitted in accordance with the requirements of the Company’s Bylaws, not later than April 14, 2016, and not earlier than March 15, 2016; provided however, that if our 2016 Annual Meeting of Stockholders is called for a date that is not within 25 days before or after the anniversary of the Annual Meeting, then to be considered timely, stockholder proposals must be received by the Secretary of the Company at our principal executive offices not later than the close of business on the tenth day following the day on which notice of our 2016 Annual Meeting of Stockholders was mailed or publicly disclosed, whichever occurs first. The full text of the Company’s Prior Notice for Inclusion on Agenda Bylaw provision described above may be obtained by writing to the Secretary of the Company.

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•	All employee stock plans will be submitted to the stockholders for approval prior to adoption;

•	The 2007 Equity Incentive Plan includes a provision that prohibits repricing of options whether by directly lowering the exercise price, through cancellation of the option or stock appreciation right (SAR) in exchange for a new option or SAR having a lower exercise price, or by the replacement of the option or SAR with a full value award (i.e., an award of restricted stock or RSUs); and

•	The Company is committed to keeping dilution under its stock plans for employees under industry standards.

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(1)

Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the grant date fair value for stock awards granted in fiscal 2015 as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on May 13, 2015.

(2)	No option awards were granted to directors during fiscal 2015. The following aggregate number of option awards was outstanding as of March 28, 2015, for each of the non-employee directors: Mr. Gianos, 24,000; Mr. Doyle, 12,000; Dr. Howard, 24,000; Mr. Patterson, 12,000; Mr. Pimentel, 0; Mr. Turner, 26,000; and Ms. Vanderslice, 24,000.

(3)	This director participated in the Company’s nonqualified deferred compensation plan in fiscal 2015. For more information about this plan see the section below entitled “EXECUTIVE COMPENSATION—Nonqualified Deferred Compensation Plan.”

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(1)

The beneficial ownership percentage of each stockholder is calculated on the basis of 258,678,362 shares of common stock outstanding as of May 8, 2015. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 8, 2015 that are not already outstanding at such time are deemed to be outstanding and beneficially owned for the purpose of calculating that stockholder’s percentage beneficial ownership. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Xilinx, Inc., 2100 Logic Drive, San Jose, California 95124.

(2)

Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2014, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)), on February 2, 2015 reporting beneficial ownership of 14,927,769 shares of common stock consisting of 12,683,226 shares as to which it has sole voting power. Blackrock, Inc. has sole dispositive power as to all 14,927,769 shares.

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(3)

Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2014, which was filed by this stockholder pursuant to Section 13(d), on February 10, 2015 reporting beneficial ownership of 19,892,538 shares of common stock consisting of 464,079 shares as to which it has sole voting power, no shares as to which it has shared voting power, 19,448,662 shares as to which it has sole dispositive power and 443,876 shares as to which it has shared dispositive power.

(4)	Consists of 85,398 shares held directly, 21,980 shares held in a family trust, 20 shares held by Mr. Gianos’ son and 24,000 shares issuable upon exercise of options. Does not include 7,625 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(5)

Consists of 217,845 shares held directly, 37,500 shares issuable upon exercise of options and 150,763 shares issuable upon settlement of RSUs, which represents 62,900 shares, 60,125 shares, and 27,738 shares issuable upon settlement of RSUs granted in fiscal years 2013, 2014, and 2015, respectively. The 27,738 shares included for the fiscal 2015 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under an RSU granted in fiscal 2015.

(6)	Consists of 18,784 shares held in a family trust and 12,000 shares issuable upon exercise of options.

(7)	Consists of 26,605 shares held in a family trust and 24,000 shares issuable upon exercise of options.

(8)	Consists of 14,060 shares held directly and 12,000 shares issuable upon exercise of options. Does not include 7,625 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(9)	Consists of 13,550 shares held in a family trust.

(10)	Consists of 28,905 shares held directly, 750 shares held by Mr. Turner’s spouse and 26,000 shares issuable upon exercise of options.

(11)	Consists of 14,073 shares held directly, 2,986 shares held in joint tenancy and 12,000 shares issuable upon exercise of options. Does not include 7,625 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(12)

Consists of 78,074 shares held in a family trust, 290,000 shares issuable upon exercise of options and 49,212 shares issuable upon settlement of RSUs, which represents 23,624 shares, 17,875 shares, and 7,713 shares issuable upon settlement of RSUs granted in fiscal years 2013, 2014, and 2015, respectively. The 7,713 shares for the fiscal 2015 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(13)

Consists of 57,455 shares held directly, 50,000 shares issuable upon exercise of options, and 49,212 shares issuable upon settlement of RSUs, which represents 23,624 shares, 17,875 shares, and 7,713 shares issuable upon settlement of RSUs granted in fiscal years 2013, 2014, and 2015, respectively. The 7,713 shares for the fiscal 2015 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(14)

Consists of 21,828 shares held directly, 65,000 shares issuable upon exercise of options, and 33,977 shares issuable upon settlement of RSUs, which represents 16,154 shares, 12,187 shares, and 5,636 shares issuable upon settlement of RSUs granted in fiscal years 2013, 2014, and 2015, respectively. The 5,636 shares for the fiscal 2015 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(15)

Consists of 38,546 shares held directly, 130,000 shares issuable upon exercise of options, and 33,977 shares issuable upon settlement of RSUs, which represents 16,154 shares, 12,187 shares, and 5,636 shares issuable upon settlement of RSUs granted in fiscal years 2013, 2014, and 2015, respectively. The 5,636 shares for the fiscal 2015 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(16)	Reflects beneficial ownership of our common stock as of March 27, 2015, the last day of Mr. Petrakian’s employment with the Company, which consisted of 37,333 shares held directly. For more information on Mr. Petrakian’s separation agreement, see the section entitled “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Employment and Post-Employment Agreements.”

(17)

Reflects beneficial ownership of our common stock as of March 27, 2015, the last day of Mr. Tornaghi’s employment with the Company, which consisted of 12,537 shares held directly, and 3,334 shares issuable upon exercise of options. For more information on Mr. Tornaghi’s retirement agreement, see the section entitled “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Employment and Post-Employment Agreements.”

(18)	Includes an aggregate of 1,144,638 shares issuable upon exercise of options or settlement of RSUs.

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(1)	The Company ceased issuing options under the 1997 Stock Plan as of April 1, 2007. The 1997 Stock Plan expired on May 8, 2007 and all available but unissued shares under this plan were cancelled.

(2)

Includes approximately 6,876,669 shares issuable upon vesting of RSUs that were granted under the 2007 Equity Plan, and assumes 100% performance achievement for performance-based RSUs granted in fiscal 2015. In May 2015, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal 2015. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal 2015, see the table under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Compensation Components—Long-Term Equity Incentive Compensation.”

(3)	The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which have no exercise price.

(4)

On July 26, 2006, the stockholders approved the adoption of the 2007 Equity Plan and authorized 10,000,000 shares to be reserved for issuance thereunder. The 2007 Equity Plan, which became effective on January 1, 2007, replaced both the Company’s 1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. On August 9, 2007, August 14, 2008, August 12, 2009, August 11, 2010, August 10, 2011, August 8, 2012, August 14, 2013, and August 13, 2014, our stockholders authorized the reserve of an additional 5,000,000 shares, 4,000,000 shares, 5,000,000 shares, 4,500,000 shares, 4,500,000 shares, 3,500,000 shares, 2,000,000 shares and 3,000,000 shares respectively. All of the shares reserved for issuance under the 2007 Equity Plan may be granted as stock options, stock appreciation rights, restricted stock or RSUs.

(5)

Under the Supplemental Stock Option Plan, options were granted to employees and consultants of the Company, however neither officers nor members of our Board were eligible for grants under the Supplemental Stock Option Plan. Only non-qualified stock options were granted under the Supplemental Stock Option Plan (that is, options that do not entitle the optionee to special U.S. income tax treatment) and such options generally expire not later than 12 months after the optionee ceases to be an employee or consultant. Upon a merger of the Company with or into another company, or the sale of substantially all of the Company’s assets, each option granted under the Supplemental Stock Option Plan may be assumed or substituted with a similar option by the acquiring company, or the outstanding options will become exercisable in connection with the merger or sale.

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•	Moshe N. Gavrielov, President and Chief Executive Officer

•	Jon A. Olson, Executive Vice President and Chief Financial Officer

•	Victor Peng, Executive Vice President and General Manager of Products

•	Krishna Rangasayee, Senior Vice President and General Manager, Global Sales and Markets

•	Vincent L. Tong, Senior Vice President, Global Operations and Quality

•	Raja Petrakian, Former Senior Vice President, Worldwide Operations

•	Frank A. Tornaghi, Former Senior Vice President, Worldwide Sales

•	Overall net revenues were $2.38 billion, flat compared to the prior fiscal year

•	Net income increased to $648 million, a 3% increase over net income of $630 million in the prior fiscal year

•	Gross margin for the full fiscal year reached a record 70%, compared to 69% in the prior fiscal year

•	Sales from our 28nm product portfolio, which includes the 7 series FPGAs and ZynqTM-7000 family, surpassed $580 million in fiscal 2015, compared to $380 million in the prior fiscal year

•	We increased our dividend by $0.02 per share, bringing our quarterly dividend to $0.31 per share and paying a record $306 million in dividends in fiscal 2015. This was the tenth consecutive year of dividend increases since initiating our dividend in 2004

•	We returned $650 million to our stockholders through our stock buyback program

•	Our total stockholder return on an annualized basis over the prior 1-, 3-, and 5-year periods was -19%, 8%, and 13%, respectively

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•

Base salary: Five of our named executive officers received base salary increases in fiscal 2015, as follows: Mr. Gavrielov’s base salary increased to $800,000 from $750,000; Mr. Rangasayee’s base salary increased to $395,000 from $355,000; Mr. Tong’s base salary increased to $405,000 from $370,000; Mr. Petrakian’s base salary increased to $365,000 from $355,000, and Mr. Tornaghi’s base salary increased to $390,000 from $385,000. The Compensation Committee approved these base salary increases after reviewing certain factors, including the executive’s scope of responsibility and deliverables, and market comparables. In particular, Mr. Gavrielov’s base salary was increased based on his performance and comparative market data, Mr. Tong’s base salary was increased primarily when he became responsible for our operations organization due to the departure of Mr. Petrakian, and Mr. Rangasayee’s base salary was increased primarily when he became responsible for our sales organization upon the retirement of Mr. Tornaghi.

•

Annual incentive target: In fiscal 2015, the Compensation Committee increased the annual cash incentive target as a percent of salary for Messrs. Olson and Peng to 100% from 80%, in connection with their promotions to Executive Vice President from Senior Vice President. This increase both maintained the competitiveness of our target pay levels and increased the proportion of total pay that is performance-based. None of our other named executive officers received an increase in their annual cash incentive target as a percent of salary.

•

Annual incentive payout: We paid cash incentive compensation consistent with our financial results and strategic/individual performance goals set for each named executive officer. As indicated in the framework chart above, our cash incentive compensation program is designed around three components: two corporate financial components of revenue growth and operating profit, and individual performance. The achievement of these components for fiscal 2015 was as follows:

◦	We did not meet the threshold for payout under the Revenue Growth Component, and therefore no bonus was paid for this metric.

◦	We exceeded our Operating Profit Component target in the first half of the fiscal year, resulting in a 130% payout for the first half of fiscal 2015, and we met our Operating Profit Component target in the second half of the fiscal year, resulting in a 100% payout for the second half of the year.

◦	The payouts under the Individual Performance Component for our named executive officers (other than our CEO) in the first half of the year ranged from 80% to 113% of target, and in the second half of the year ranged from 50% to 120% of target. The payout for Mr. Gavrielov, our CEO, under the individual performance component as a percent of target for the year was 100%.

•

Long-term equity incentive payout: In fiscal 2015, the equity grants to our named executive officers consisted of only performance-based restricted stock units (RSUs) that require achievement of specific Company performance objectives, as well as continued employment to become earned and vested. In fiscal 2015, the Company exceeded the payout thresholds of three of the four performance measures indicated on the framework chart above. The Company did not meet the payout threshold for the Share of PLD Revenue metric. As a result, each named executive officer earned 89% of the target number of shares granted, and one third of such earned shares will vest in each of July 2015, July 2016, and July 2017. Although Messrs. Petrakian and Tornaghi were each granted performance-based RSUs in fiscal 2015, these RSUs were forfeited on March 27, 2015, the date of employment separation for each executive officer, and never vested. For more information, please see the section below entitled “Employment and Post-Employment Agreements with Named Executive Officers.”

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•	Product objectives. Goals related to product innovation and development, product quality and product schedules fell within this category.

•	Sales and marketing objectives. Goals related to revenue, design wins, marketing strategies and product launches fell within this category.

•	Operational objectives. Goals related to fiscal discipline, cost reductions, business efficiencies and profitability fell within this category.

•	Organizational objectives. Goals related to the implementation of employee performance and compensation programs, succession planning and compliance fell within this category.

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(1)

Represents the actual base salaries earned during 2015, which for all named executive officers, except Messrs. Olson and Peng, are less than the amount approved by the Compensation Committee, because the salary increases were approved after the beginning of the fiscal year. All salaries are evenly split between the first half and the second half of the year, except for Messrs. Gavrielov (1H: $387,500; 2H: $400,000), Rangasayee (1H: $181,250; 2H: $189,167), Tong (1H: $187,500; 2H: $194,167), and Petrakian (1H: $180,000; 2H: $181,330).

(2)

The first half financial metric included only the OP Component, which was scored at 36% and resulted in a multiplier of 1.3. For more information on the OP Component, see the section above entitled “Operating Profit Component,” and for more information on the calculation of cash incentive bonuses for the first half of fiscal 2015, see the section above entitled “Calculations of Payouts for Named Executive Officers.”

(3)

The second half financial metric included the OP Component and Growth Component. The OP Component for the second half was scored at 33%, which resulted in a multiplier of 1.0. The Growth Component multiplier was zero, because the Company did not achieve year-over-year revenue growth in fiscal 2015. For more information on the OP Component and Growth Components, see the sections above entitled “Operating Profit Component” and “Revenue Growth Component.”

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(4)

Represents the actual bonus paid to Mr. Gavrielov for fiscal 2015 based on achievement against his specific individual performance goals. For fiscal 2015, Mr. Gavrielov earned 100% of his target bonus attributable to the Individual Performance Component by successfully: (1) meeting certain organizational goals, including product development, product delivery, product mix, and gross margin goals; (2) achieving strategic product and portfolio goals; and (3) attaining leadership effectiveness goals, including responsiveness to market demands (external leadership) and creating a performance-based culture (internal leadership).

(5)

Represents the actual bonus paid to Mr. Olson for the first half of fiscal 2015 based on achievement against his specific individual performance goals. For the first half of fiscal 2015, Mr. Olson earned 100% of his target bonus attributable to the Individual Performance Component by successfully: (1) driving the Company’s efforts on gross margin improvements; (2) completing key strategic initiatives and implementing various programs to improve the Company’s profitability; (3) completing goals to improve the Company’s controls, compliance, and processes; and (4) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(6)

Represents the actual bonus paid to Mr. Olson for the second half of fiscal 2015 based on achievement against his specific individual performance goals. For the second half of fiscal 2015, Mr. Olson earned 110% of his target bonus attributable to the Individual Performance Component by successfully: (1) completing key strategic initiatives and implementing various programs to improve the Company’s profitability; (2) achieving specific milestones related to improving the Company’s gross margin; (3) completing goals to improve Company controls, compliance, and processes; and (4) completing and finalizing goals related to the Company’s workforce leadership strategy.

(7)

Represents the actual bonus paid to Mr. Peng for the first half of fiscal 2015 based on achievement against his specific individual performance goals. For the first half of fiscal 2015, Mr. Peng earned 100% of his target bonus attributable to the Individual Performance Component by successfully: (1) meeting product delivery, production, and customer shipment goals; (2) meeting certain design scheduling goals; (3) achieving certain business, marketing, and design win revenue goals; (4) achieving certain gross margin goals; and (5) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(8)

Represents the actual bonus paid to Mr. Peng for the second half of fiscal 2015 based on achievement against his specific individual performance goals. For the second half of fiscal 2015, Mr. Peng earned 105% of his target bonus attributable to the Individual Performance Component by successfully: (1) attaining certain product production and customer shipment goals; (2) meeting certain design and product milestones; (3) achieving certain business, marketing, and design win revenue goals; (4) achieving certain gross margin goals; and (5) completing and finalizing goals related to the Company’s workforce leadership strategy.

(9)

Represents the actual bonus paid to Mr. Rangasayee for the first half of fiscal 2015 based on achievement against his specific performance goals. For the first half of fiscal 2015, Mr. Rangasayee earned 85% of his target bonus attributable to the Individual Performance Component by successfully: (1) achieving certain strategic business milestones; (2) attaining gross margin goals; (3) meeting certain product, design win, and revenue goals; (4) achieving certain marketing segment revenue and design win goals; and (5) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(10)

Represents the actual bonus paid to Mr. Rangasayee for the second half of fiscal 2015 based on achievement against his specific performance goals. For the second half of fiscal 2015, Mr. Rangasayee earned 90% of his target bonus attributable to the Individual Performance Component by successfully: (1) achieving certain product revenue and design win goals; (2) meeting certain marketing segment revenue and design win goals; (3) achieving certain gross margin goals; (4) completing certain business objectives to align with other organizations within the Company; (5) achieving certain project, design win, and planning goals; and (6) completing and finalizing goals related to the Company’s workforce leadership strategy.

(11)

Represents the actual bonus paid to Mr. Tong for the first half of fiscal 2015 based on achievement against his specific individual performance goals. For the first half of fiscal 2015, Mr. Tong earned 113% of his target bonus attributable to the Individual Performance Component by successfully: (1) achieving certain product supply and shipment goals; (2) achieving certain overall quality goals; (3) attaining certain gross margin goals; (4) achieving certain team work improvement goals; and (5) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(12)	Represents the actual bonus paid to Mr. Tong for the second half of fiscal 2015 based on achievement against his specific individual performance goals. For the second half of fiscal 2015, Mr. Tong earned 120% of his target bonus attributable to the Individual Performance Component by successfully: (1) attaining certain overall quality goals; (2) achieving certain

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(13)

Represents the actual bonus paid to Mr. Petrakian for the first half of fiscal 2015 based on achievement against his specific individual performance goals. For the first half of fiscal 2015, Mr. Petrakian earned 90% of his target bonus attributable to the Individual Performance Component by successfully: (1) achieving certain operations infrastructure goals; (2) attaining certain supply chain goals; (3) meeting certain operational goals; (4) achieving certain gross margin goals; and (5) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(14)

Represents the actual bonus paid to Mr. Petrakian for the second half of fiscal 2015 based on achievement against his specific individual performance goals. For the second half of fiscal 2015, Mr. Petrakian earned 50% of his target bonus attributable to the Individual Performance Component by successfully: (1) attaining certain supply chain goals; (2) achieving certain operations infrastructure goals; (3) meeting certain operational goals; (4) achieving certain gross margin goals; and (5) completing and finalizing goals related to the Company’s workforce leadership strategy.

(15)

Represents the actual bonus paid to Mr. Tornaghi for the first half of fiscal 2015 based on achievement against his specific individual performance goals. For the first half of fiscal 2015, Mr. Tornaghi earned 80% of his target bonus attributable to the Individual Performance Component by successfully: (1) attaining certain key design wins; (2) attaining certain first half revenue goals; (3) achieving certain gross margin goals; (4) achieving a worldwide design win revenue goal; and (5) communicating and implementing tools and systems that support the Company’s workforce leadership strategy.

(16)

Represents the actual bonus paid to Mr. Tornaghi for the second half of fiscal 2015 based on achievement against his specific individual performance goals. For the second half of fiscal 2015, Mr. Tornaghi earned 50% of his target bonus attributable to the Individual Performance Component by successfully: (1) attaining a certain overall revenue goal; (2) achieving a certain product revenue goal; (3) achieving certain key design wins; (4) achieving certain gross margin goals; (5) achieving certain design win revenue goals; and (6) completing and finalizing goals related to the Company’s workforce leadership strategy.

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(1)

Only performance-based RSUs were granted in fiscal 2015. This column represents the number of RSUs for fiscal 2015 based on achievement of the performance goals at 100% of target. Actual earned RSUs for 2015 may range from 0% to 165% of target depending on the level of performance. Because Messrs. Petrakian and Tornaghi terminated employment before the end of the one-year performance cycle for fiscal 2015, they forfeited the RSUs that were granted to them effective July 1, 2014, resulting in the value of fiscal 2015 RSUs granted to them being zero; however, in connection with their termination of employment, they each received accelerated vesting of certain RSUs previously granted to them upon their delivery of a general release in favor of the Company and certain related parties. For more information, see the section below entitled “Employment and Post-Employment Agreements With Named Executive Officers.”

(2)	This column represents the actual number of RSUs earned based on performance achievement for fiscal 2015. The Compensation Committee determined the RSU multiplier was 0.89 for fiscal 2015. This RSU multiplier was based on the following multipliers: Share of PLD Revenue Component (0.0); Share of 28nm Revenue Component (1.1); Technology Component (1.4); and Quality Component (1.4).

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(1)

Includes 24-months’ acceleration of time-based RSUs and performance-based RSUs (based on actual performance of the applicable performance metrics), and assuming monthly vesting from the date of grant. In May 2015, the Compensation Committee determined Mr. Gavrielov earned 83,215 shares under his fiscal 2015 performance-based RSUs based on actual performance achievement, of which 73,969 shares would have accelerated upon his termination of employment. If Mr. Gavrielov’s employment had been terminated within one year of a Change in Control, then the number of shares that would have accelerated under his fiscal 2015 performance-based RSUs would have been based on the target number, which was 93,500 shares, of which 83,111 shares would have accelerated, increasing the total in the chart above by approximately $419,263.

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(1)	Includes 12-months’ acceleration of time-based RSUs and performance-based RSUs based on the target number of RSUs determined at the time of grant.

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•	50% of shares of Company stock delivered from awards of time-based RSUs made beginning in July 2011.

•	45% of shares of Company stock delivered from awards of performance-based RSUs made beginning in July 2013 (prior to fiscal 2014, we did not have any holding requirements on performance-based RSUs; we only had holding requirements on time-based RSUs that vested 100% after three years).

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•	The Compensation Committee approves the payout scale for the OP Component and Growth Component.

•	The Compensation Committee sets the financial metrics at reasonable levels in light of past performance and market conditions.

•	Payments under the incentive cash compensation program for executives are subject to approval of the Compensation Committee.

•	The Compensation Committee retains discretion in administering all awards and in determining performance achievement.

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(1)	Amounts shown reflect salaries earned in fiscal 2015, which for Messrs. Gavrielov, Rangasayee, Tong, Petrakian and Tornaghi are less than the increased base salaries approved by the Compensation Committee during fiscal 2015, because the salary increases were approved after the beginning of the fiscal year.

(2)

Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown reflect the grant date fair value for stock awards as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on May 13, 2015. These compensation costs as they relate to stock awards reflect costs associated with stock awards granted in fiscal 2015. For fiscal 2015, this includes the following number of performance-based RSUs based on achievement at 100% of target level performance: Mr. Gavrielov, 93,500 shares; Mr. Olson, 26,000 shares; Mr. Peng, 26,000 shares; Mr. Rangasayee, 19,000 shares; and Mr. Tong, 19,000 shares. The maximum number of performance-based RSUs that could be earned by these named executive officers based on achievement at 165% of target level performance is as follows: Mr. Gavrielov, 154,275 shares; Mr. Olson, 42,900 shares; Mr. Peng, 42,900 shares; Mr. Rangasayee, 31,350; and Mr. Tong, 31,350 shares. The performance-based RSUs granted in fiscal 2015 to Messrs. Petrakian and Tornaghi were forfeited on March 27, 2015, the effective date of their termination of employment. Because none of the performance-based RSUs granted in fiscal 2015 to Messrs. Petrakian or Tornaghi were vested on the forfeiture date, the grant date fair value for these grants is zero. The stock award values in the table above for Messrs. Petrakian and Tornaghi reflect the incremental fair value as determined pursuant to FASB ASC Topic 718 of certain unvested RSUs shares for which vesting accelerated on the date each former executive signed a general release in favor of the Company and certain related parties in connection with their termination of employment. On March 6, 2015, the date Mr. Petrakian signed the general release and on which the closing fair market value of our common stock was $40.58, the incremental fair value of the 17,503 shares for which vesting accelerated was $710,272. On March 11, 2015, the date Mr. Tornaghi signed the general release and on which the closing fair market value of our common stock was $39.71, the incremental fair value of the 17,503 shares for which vesting accelerated was $695,044.

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(3)	For each named executive officer includes $389 for an entertainment event, which amount is inclusive of $189 for tax reimbursement payments.

(4)	Named executive officer participates in the Company’s non-qualified deferred compensation plan. For more information about this plan see the section below entitled “Nonqualified Deferred Compensation Plan.”

(5)	Mr. Rangasayee first became a named executive officer in fiscal 2015. As a result, information for fiscal 2013 and 2014 has been omitted.

(6)

In addition to Mr. Tong’s role as Senior Vice President, Global Operations and Quality, Mr. Tong currently serves as the Company’s executive leader for the Asia Pacific region. In this role, Mr. Tong’s charter is to expand the Company’s presence and accelerate business development in the region. In connection with his service in this role, the Company leases an apartment and automobile for Mr. Tong, and reimburses certain costs incurred by Mr. Tong as a direct result of his work in the Asia Pacific region. Specifically, in connection with Mr. Tong’s Asia Pacific assignment, in fiscal year 2015 the Company paid $51,836 for the lease of an apartment and other housing-related expenses; $31,511 for the lease of an automobile and other transportation-related expenses; $44,013 for a cost of living allowance; $8,216 for home leave expenses, such as airfare and transportation; and $200,850 for foreign tax payments and tax-related services associated with his service abroad. Mr. Tong also received payments of $18,283 to cash out accrued but unused vacation and $1,480 for a patent award.

(7)

Mr. Petrakian first became a named executive officer in fiscal 2015. As a result, information for fiscal 2013 and 2014 has been omitted. Mr. Petrakian terminated employment with us effective on March 27, 2015. All Other Compensation for Mr. Petrakian includes $273,750 for severance, $23,810 to cash out accrued but unused vacation, and $5,450 in matching contributions to the 401(k) Plan. For more information about Mr. Petrakian’s severance agreement, see “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Employment and Post-Employment Agreements with Named Executive Officers” above.

(8)

Mr. Tornaghi retired effective on March 27, 2015. All Other Compensation for Mr. Tornaghi includes $292,500 for severance, $55,781 to cash out accrued but unused vacation, and $4,542 in matching contributions to the 401(k) Plan. For more information about Mr. Tornaghi’s retirement agreement, see “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Employment and Post-Employment Agreements with Named Executive Officers” above.

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(1)	Actual payouts have been made under the fiscal 2015 Incentive Plan, as disclosed in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

(2)

Represents performance-based RSU awards granted in fiscal 2015, which became earned based on performance in fiscal 2015. These columns show the number of performance-based RSU awards that may become earned at threshold, target and maximum levels of performance. In May 2015, the Compensation Committee determined the actual number of RSUs earned based on performance for fiscal 2015 was 89% of the number of target RSU shares listed for each named executive officer. These RSUs are subject to further time-based vesting, as described above under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation – Performance-Based RSUs.” The awards were granted under our 2007 Equity Plan. The RSUs granted to Messrs. Petrakian and Tornaghi were forfeited before any RSUs became vested in connection with their termination of employment in March 2015.

(3)

Amounts in this column represent the grant date fair value of RSUs granted in fiscal 2015 calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on May 13, 2015. All of the RSU shares granted to Messrs. Petrakian and Tornaghi were forfeited in connection with their termination of employment in March 2015. Messrs. Petrakian and Tornaghi received accelerated vesting of certain RSU shares on the date each former executive signed a general release in favor of the Company and certain related parties in connection with their termination of employment. On March 6, 2015, the date Mr. Petrakian signed the general release and on which the closing fair market value of our common stock was $40.58, the incremental fair value of the 17,503 shares for which vesting accelerated was $710,272. On March 11, 2015, the date Mr. Tornaghi signed the general release and on which the closing fair market value of our common stock was $39.71, the incremental fair value of the 17,503 shares for which vesting accelerated was $695,044.

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(1)	Time-based RSUs vest 100% on the third anniversary of the date of grant, subject to continued employment with the Company.

(2)	Market value is computed by multiplying the closing price of the Company’s stock on the last trading day of the fiscal year by the number of shares reported in the adjacent column. The closing price of the Company’s stock on March 27, 2015 was $42.32.

(3)

Performance-based RSUs vest 33.3% on the first anniversary of the date of grant, and then 33.3% on each anniversary date thereafter, subject to continued employment with the Company. The number of shares subject to RSUs in this column are based on the number of performance-based RSUs that were earned based on actual performance achievement, except for those awarded in fiscal 2015. For the performance-based RSUs awarded in fiscal 2015, this column represents the number of RSU shares assuming achievement at 100% of target level performance. In May 2015, the Compensation Committee determined that the following number of performance-based RSUs were earned based on actual performance achievement: Mr. Gavrielov, 83,215 shares; Mr. Olson, 23,140 shares; Mr. Peng, 23,140 shares; Mr. Rangasayee, 16,910 shares; and Mr. Tong, 16,910 shares.

(4)	The stock option vests and becomes exercisable over a period of four years in equal monthly installments beginning on the first monthly anniversary of the date of grant, subject to continued employment with the Company.

(5)	In connection with his retirement on March 27, 2015, 17,503 shares subject to RSUs granted prior to fiscal 2015 accelerated and became fully vested. The RSUs granted to Mr. Tornaghi in fiscal 2015 were forfeited on March 27, 2015, the effective date of his retirement.

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(1)	The value realized upon exercise is the product realized by multiplying the number of shares of stock by the difference between the market value of the underlying shares on the exercise date and the exercise price applicable to the stock options.

(2)	The value realized upon vesting is the product realized by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date.

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(1)	Mr. Olson’s contribution consists of compensation earned during fiscal 2015, which is also reported in the applicable columns in the Summary Compensation Table.

(2)	Mr. Peng’s contribution consists of compensation earned during fiscal 2015, which is also reported in the applicable columns in the Summary Compensation Table.

(3)	Mr. Petrakian’s contribution consists of $50,740 of non-equity incentive plan compensation earned during fiscal 2014, and $21,600 non-equity incentive plan compensation earned during fiscal 2015, which is also reported in the applicable column in the Summary Compensation Table.

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