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| XLNX > SEC Filings for XLNX > Form 8-K on 4-May-2009 | All Recent SEC Filings |
4-May-2009
Change in Directors or Principal Officers
2010 Executive Incentive Plan
On April 28, 2009, the Compensation Committee of the Board of Directors of Xilinx, Inc. (the "Company") approved the Company's Executive Incentive Plan for fiscal year 2010 (the "2010 Incentive Plan"). The 2010 Incentive Plan is designed to tie executive compensation to the Company's achievement of its financial and strategic objectives. The 2010 Incentive Plan is effective as of April 1, 2009.
The 2010 Incentive Plan provides for a cash bonus calculated as a percentage of the executive officer's base salary. For fiscal 2010, the bonus target for the Chief Executive Officer ("CEO") is 100% of his base salary and the bonus targets for all other executive officers range from 60% to 75% of their respective base salaries, depending on their seniority. For purposes of calculating the executive bonuses under the 2010 Incentive Plan, the executives' base salaries in effect prior to the temporary salary reductions announced by the Company in its Current Report on Form 8-K filed on April 15, 2009, shall apply.
Under the 2010 Incentive Plan, the cash bonuses for the CEO and all other executive officers are determined using three different components, each with different weighting. The three components are: (1) the Company's share of revenue (the "SOR Component"), weighted at 20%; (2) the Company's operating profit determined in accordance with U.S. GAAP (the "OP Component"), weighted at 30%; and (3) strategic objective goals pertaining to each officer's position and responsibilities (the "Strategic Component"), weighted at 50%. All components are paid on a semi-annual basis.
The SOR Component is designed to measure and reward increases in the Company's share of revenue as compared to benchmark programmable logic device companies identified by the Compensation Committee of the Board of Directors. The SOR Component is subject to a minimum threshold for any payout and a multiplier that increases the payout depending on Company performance. The SOR Component multiplier is 50% if the minimum threshold percentage is reached and 100% if the target percentage is reached. After the target percentage is reached, the multiplier increases by increments of 25%, and is capped at a maximum of 200%.
The OP Component is determined by a formula which measures and rewards improvements in the Company's operating profit. The OP Component is subject to a minimum threshold range for any payout and a multiplier that increases the payout depending on Company performance. For the OP Component, the threshold range of operating profit percentages is subject to a multiplier of 20%, and the multiplier increases by increments of 10% after the top of the threshold range is met. If the target range of operating profit percentage is met, the multiplier is 100%, and thereafter the multiplier increases by increments of 10%. At the discretion of the Compensation Committee, any extraordinary or one-time charges may be excluded for purposes of calculating the OP Component.
The Strategic Component is based on a maximum of five strategic goals for each half of the year. The minimum weighting of any one individual goal is 20% and achievement of each goal is measured on a scale of 0% achievement to 150% achievement. The threshold for any payout of the Strategic Component is 50% overall achievement and the maximum performance is capped at 150%.
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