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•	the annual election of directors;

•	a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance under the Plan by 2,500,000 shares and limit the aggregate equity and cash compensation for each non-employee director to no more than $750,000 per fiscal year;

•	a proposal to approve certain provisions of our 2007 Equity Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code (Section 162(m));

•	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 nine nominees for director to serve on the Board of Directors for the ensuing year or until their successors are duly elected and qualified: Dennis Segers, Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

2.	to approve amendments to our 2007 Equity Incentive Plan that increase the number of shares reserved for issuance under the Plan by 2,500,000 shares and limit the aggregate equity and cash compensation for each non-employee director to no more than $750,000 per fiscal year;

3.	to approve certain provisions of our 2007 Equity Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code (Section 162(m));

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

5.	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 1, 2017; and

6.	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 2016 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 10, 2016, at 11:00 a.m., Pacific Daylight Time.

A:	The Annual Meeting, including any adjournment or postponement of the meeting, will be held at our corporate headquarters located at 2050 Logic Drive, San Jose, California 95124.

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 nine nominees to serve as a director on the Board for the ensuing year: Dennis Segers, Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

2.	a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance under the Plan by 2,500,000 shares and limit the aggregate equity and cash compensation for each non-employee director to $750,000 per fiscal year;

3.	a proposal to approve certain provisions of the Company's 2007 Equity Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code;

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

5.	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 1, 2017; and

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

•	FOR each of the Board's nine nominees for director, who are Dennis Segers , Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;

•	FOR the amendments to our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance under the Plan by 2,500,000 shares and limit the aggregate equity and cash compensation for each non-employee director to no more than $750,000 per fiscal year;

•	FOR the approval of certain provisions of the 2007 Equity Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code;

•	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 1, 2017.

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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:	The record date for determining shares outstanding and eligible to vote at the Annual Meeting is June 15, 2016.

A:	As of the close of business on May 9, 2016, there were 253,291,980 shares of our common stock outstanding. The closing price of our common stock on May 9, 2016, as reported by the NASDAQ Global Select Market (NASDAQ), was $43.07 per share.

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 10, 2016 (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.

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A:	You have one vote for every share of Xilinx common stock you owned as of the close of business on the record date, which is June 15, 2016.

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

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 amendments to the 2007 Equity Incentive Plan that increase the number of shares reserved for issuance under the Plan by 2,500,000 shares and limit the aggregate equity and cash compensation to each non-employee director to $750,000 per fiscal year, "FOR" the approval of certain provisions of the 2007 Equity Incentive Plan for purposes of complying with Section 162(m), "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 2017. 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 non-routine 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:

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

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 2017 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, 2017. 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, 2017. 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 12, 2017, and not earlier than March 13, 2017; provided however, that if our 2017 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

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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);

•	The 2007 Equity Incentive Plan includes an annual limit on the aggregate dollar value of equity awards and cash that may be given to non-employee directors (see Proposal Two); 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 2016 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 2016 filed with the SEC on May 17, 2016.

(2)	No option awards were granted to directors during fiscal 2016. The following aggregate number of option awards was outstanding as of April 2, 2016, for each of the non-employee directors: Mr. Gianos, 12,000; Dr. Howard, 12,000; Mr. Turner, 16,000; and Ms. Vanderslice, 12,000.

(3)	The Company made a charitable donation in honor of Mr. Doyle, who retired from the Board in August 2015, and a matching charitable contribution on behalf of Mr. Patterson.

(4)	Mr. Doyle retired as a director on August 11, 2015, the day before our 2015 Annual Meeting of Stockholders.

(5)	Messrs. Gillai and Jankov, and Dr. Lee did not serve on the Board during fiscal 2016.

(6)	This director participated in the Company's nonqualified deferred compensation plan in fiscal 2016. 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 253,291,980 shares of common stock outstanding as of May 9, 2016. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 9, 2016 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, reflecting stock ownership information as of December 31, 2015, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)), on February 10, 2016 reporting beneficial ownership of 16,181,707 shares of common stock consisting of 13,697,732 shares as to which it has sole voting

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(3)

Based on information contained in a Schedule 13G, reflecting stock ownership as of December 31, 2015, which was filed by Capital International Investors, a division of Capital Research and Management Company (Capital International Investors), pursuant to Section 13(d), on February 12, 2016 reporting ownership of 15,550,417 shares of common stock consisting of 15,487,227 shares as to which it has sole voting power and 15,550,417 shares as to which it has sole dispositive power. According to the stockholder, Capital International Investors and several subsidiaries of Capital Research and Management Company collectively provide investment management services with the sole power to vote and/or dispose of the securities. For purposes of the Exchange Act, Capital International Investors is deemed to be the beneficial owner of such securities; however, Capital International Investors disclaims beneficial ownership of such securities.

(4)

Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2015, which was filed by this stockholder pursuant to Section 13(d), on February 11, 2016 reporting beneficial ownership of 23,926,808 shares of common stock consisting of 472,241 shares as to which it has sole voting power, 25,700 shares as to which it has shared voting power, 23,424,670 shares as to which it has sole dispositive power, and 502,138 shares as to which it has shared dispositive power.

(5)

Consists of 301,986 shares held directly, 26,000 shares issuable upon exercise of options and 120,780 shares issuable upon settlement of RSUs, which represents 60,126 shares, 27,738 shares, and 32,916 shares issuable upon settlement of RSUs granted in fiscal years 2014, 2015, and 2016, respectively. The 32,916 shares included for the fiscal 2016 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under an RSU granted in fiscal 2016.

(6)	Consists of 85,398 shares held directly, 35,765 shares held in a family trust, 20 shares held by Mr. Gianos' son, and 12,000 shares issuable upon exercise of options.

(7)	Consists of 31,084 shares held in a family trust and 12,000 shares issuable upon exercise of options.

(8)	Consists of 14,060 shares held directly. Does not include 16,350 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(9)	Consists of 18,029 shares held in a family trust.

(10)	Consists of 33,384 shares held directly, 750 shares held by Mr. Turner's spouse, and 16,000 shares issuable upon exercise of options.

(11)	Consists of 18,552 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 102,248 shares held in a family trust and 34,805 shares issuable upon settlement of RSUs, which represents 17,876 shares, 7,713 shares, and 9,216 shares issuable upon settlement of RSUs granted in fiscal years 2014, 2015, and 2016, respectively. The 9,216 shares for the fiscal 2016 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(13)	Consists of 40,869 shares held directly and 34,805 shares issuable upon settlement of RSUs, which represents 17,876 shares, 7,713 shares, and 9,216 shares issuable upon settlement of RSUs granted in fiscal years 2014, 2015, and 2016, respectively. The 9,216 shares for the fiscal 2016 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(14)	Consists of 31,837 shares held directly and 24,408 shares issuable upon settlement of RSUs, which represents 12,188 shares, 5,637 shares, and 6,583 shares issuable upon settlement of RSUs granted in fiscal years 2014, 2015, and 2015, respectively. The 6,583 shares for the fiscal 2016 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(15)

Consists of 57,694 shares held directly, 80,000 shares issuable upon exercise of options, and 24,408 shares issuable upon settlement of RSUs, which represents 12,188 shares, 5,637 shares, and 6,583 shares issuable upon settlement of RSUs granted in fiscal years 2014, 2015, and 2016, respectively. The 6,583 shares for the fiscal 2016 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(16)	Includes an aggregate of 486,689 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 6.7 million 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 2016. In May 2016, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal 2016. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal 2016, 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.

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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, Executive Vice President, Global Operations and Quality

•	Overall net revenues were $2.21 billion, down 7% compared to the prior fiscal year

•	Gross margin for the full fiscal year was 69.7%, slightly under last year's record of 70.2%

•	We began shipping several versions of our 16nm UltraScale+ portfolio covering all three families: Virtex, Kintex, and Zynq

•	Our 20nm UltraScale family, which is the industry's only 20nm high-end FPGA, exceeded $90 million during fiscal 2016

•	Sales from our 28nm product portfolio, which includes the 7 series FPGAs and ZynqTM-7000 family, were more than $650 million during fiscal 2016, compared to $580 million in the prior fiscal year

•	We returned $443 million to our stockholders through our stock buyback program

•	We paid stockholders a record $319 million in dividends

•	Our total stockholder return on an annualized basis over the prior 1-, 3-, and 5-year periods was 16%, 10%, and 11%, respectively

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•

Base salary: Two of our named executive officers received base salary increases in fiscal 2016, as follows: Mr. Olson's base salary increased to $500,000 from $480,000 and Mr. Peng's base salary increased to $500,000 from $480,000. 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, Messrs. Olson and Peng's base salaries were increased primarily based on each executive's performance and comparative market data.

•

Annual incentive target: In fiscal 2016, the Compensation Committee increased the annual cash incentive target as a percent of salary for Mr. Gavrielov to 150% from 140%. This increase both maintained the competitiveness of the target pay levels for Mr. Gavrielov and increased the proportion of his 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 2016 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 110% payout for the first half of fiscal 2016, 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 93% to 125% of target, and in the second half of the year ranged from 88% to 115% of target. The payout for Mr. Gavrielov, our CEO, under the individual performance component as a percent of target for the year was 102%.

•

Long-term equity incentive payout: In fiscal 2016, the equity grants to our named executive officers consisted of only performance-based restricted stock units (RSUs) that required achievement of specific Company performance objectives, as well as continued employment to become earned and vested. In fiscal 2016, the Company exceeded the payout thresholds for three of the four performance measures indicated on the framework chart above. The Company did not meet the payout threshold for the 28nm revenue metric. As a result, each named executive officer earned 98.75% of the target number of shares granted, and one third of such earned shares will vest in each of July 2016, July 2017, and July 2018.

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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 2016, which for 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. Olson (1H: $245,000; 2H: $250,000) and Peng (1H: $245,000; 2H: $250,000), to reflect mid-year salary increases.

(2)

The first half financial metric included only the OP Component, which was scored at 34% and resulted in a multiplier of 1.1. 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 2016, 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 32%, 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 2016. For more information on the OP Component and Growth Components, see the sections above entitled "Operating Profit Component" and "Revenue Growth Component." For more information on the calculation of the cash incentive bonuses for the second half of fiscal 2016, see the section above entitled "Calculations of Payouts for Named Executive Officers."

(4)

Represents the actual bonus paid to Mr. Gavrielov for fiscal 2016 based on achievement against his specific individual performance goals. For fiscal 2016, Mr. Gavrielov earned 102% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain operational and quality goals, including product development, product delivery, product mix, and gross margin goals; (2) achievement of strategic product and portfolio goals; and (3) attainment of 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 2016 based on achievement against his specific individual performance goals. For the first half of fiscal 2016, Mr. Olson earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) driving the Company's efforts on gross margin improvements; (2) completion of key strategic initiatives and implementing various programs to improve the Company's profitability; (3) completion of goals to improve the Company's controls, compliance, and processes; and (4) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(6)

Represents the actual bonus paid to Mr. Olson for the second half of fiscal 2016 based on achievement against his specific individual performance goals. For the second half of fiscal 2016, Mr. Olson earned 115% of his target bonus attributable to the Individual Performance Component based on: (1) completion of key strategic initiatives and implementing various programs to improve the Company's profitability; (2) achievement of specific milestones related to improving the Company's gross margin; (3) completion of goals to improve Company controls, compliance, and processes; and (4) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(7)

Represents the actual bonus paid to Mr. Peng for the first half of fiscal 2016 based on achievement against his specific individual performance goals. For the first half of fiscal 2016, Mr. Peng earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain product delivery, production, and shipment goals; (2) achievement of certain design scheduling goals; (3) achievement of certain business and marketing revenue goals; (4) achievement of certain gross margin goals; and (5) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

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(8)

Represents the actual bonus paid to Mr. Peng for the second half of fiscal 2016 based on achievement against his specific individual performance goals. For the second half of fiscal 2016, Mr. Peng earned 105% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain product engineering, production and customer goals; (2) achievement of certain business and marketing revenue goals; (3) achievement of certain gross margin goals; and (4) achievement of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(9)

Represents the actual bonus paid to Mr. Rangasayee for the first half of fiscal 2016 based on achievement against his specific performance goals. For the first half of fiscal 2016, Mr. Rangasayee earned 93% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of gross margin goals; (2) achievement of certain organizational goals; (3) achievement of revenue goal and (4) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(10)

Represents the actual bonus paid to Mr. Rangasayee for the second half of fiscal 2016 based on achievement against his specific performance goals. For the second half of fiscal 2016, Mr. Rangasayee earned 88% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of gross margin goals; (2) meeting certain organizational goals; (3) achievement of revenue goal; and (4) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(11)

Represents the actual bonus paid to Mr. Tong for the first half of fiscal 2016 based on achievement against his specific individual performance goals. For the first half of fiscal 2016, Mr. Tong earned 125% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain inventory goals; (2) achievement of certain overall quality goals; (3) achievement of certain production and qualification goals; (4) achievement of certain gross margin goals; and (5) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

(12)

Represents the actual bonus paid to Mr. Tong for the second half of fiscal 2016 based on achievement against his specific individual performance goals. For the second half of fiscal 2016, Mr. Tong earned 97% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain inventory goals; (2) achievement of certain quality and vendor-related goals; (3) achievement of certain product production and revenue goals; (4) achievement of certain gross margin goals; and (5) completion of certain goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.

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(1)	Only performance-based RSUs were granted in fiscal 2016. This column represents the number of RSUs for fiscal 2016 based on achievement of the performance goals at 100% of target. Actual earned RSUs for 2016 may range from 0% to 165% of target depending on the level of performance.

(2)	This column represents the actual number of RSUs earned based on performance achievement for fiscal 2016. The Compensation Committee determined the RSU multiplier was 0.9875 for fiscal 2016. This RSU multiplier was based on the following multipliers: Share of PLD Revenue Component (1.5); 28nm Revenue Component (0.0); Technology Component (1.25); and Quality Component (1.5).

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(1)

Includes 24-months' acceleration of performance-based RSUs (based on actual performance of the applicable performance metrics), and assuming monthly vesting from the date of grant. In May 2016, the Compensation Committee determined Mr. Gavrielov earned 98,750 shares under his fiscal 2016 performance-based RSUs based on actual performance achievement, of which 90,521 shares would have accelerated upon his termination of employment.

(2)

If Mr. Gavrielov's employment had been terminated within 90 days before or two years after a Change of Control, then Mr. Gavrielov would have received the following: $660,000, consisting of a pro rata portion of his bonus for fiscal 2016; $1.6 million, consisting of 24 months of base salary; $2.4 million, consisting of two years of his target bonus; $24,933, consisting of one year of COBRA premiums; and $10,267,015, representing 100% accelerated vesting of equity awards, including 100% accelerated vesting of performance-based RSUs at target, increasing the total in the chart above by approximately $2,451,398.

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Mr. Olson would have received: (i) a lump sum payment of $750,000, consisting of 150% of his annual base salary for fiscal 2016; (ii) a lump sum payment of approximately $750,000, consisting of 150% of his target bonus under the 2016 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $24,933; and (iv) accelerated vesting of 61,303 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal 2016. Based on $47.62, the closing price of our common stock on April 2, 2016 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,919,249.

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Mr. Peng would have received: (i) a lump sum payment of $750,000, consisting of 150% of his annual base salary for fiscal 2016; (ii) a lump sum payment of approximately $750,000, consisting of 150% of his target bonus under the 2016 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $18,133; and (iv) accelerated vesting of 61,303 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal 2016. Based on $47.62, the closing price of our common stock on April 2, 2016 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,919,249.

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Mr. Rangasayee would have received: (i) a lump sum payment of $592,500, consisting of 150% of his annual base salary for fiscal 2016; (ii) a lump sum payment of approximately $474,000, consisting of 150% of his target bonus under the 2016 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $1,020; and (iv) accelerated vesting of 43,462 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-

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Mr. Tong would have received: (i) a lump sum payment of $607,500, consisting of 150% of his annual base salary for fiscal 2016; (ii) a lump sum payment of approximately $486,000, consisting of 150% of his target bonus under the 2016 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $28,106; and (iv) accelerated vesting of 43,462 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal 2016. Based on $47.62, the closing price of our common stock on April 2, 2016 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,069,660.

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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.

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•	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 2016, which for Messrs. Olson and Peng are less than the increased base salaries approved by the Compensation Committee during fiscal 2016, 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 2016 filed with the SEC on May 17, 2016. These compensation costs as they relate to stock awards reflect costs associated with stock awards granted in fiscal 2016. For fiscal 2016, this includes the following number of performance-based RSUs based on achievement at 100% of target level performance: Mr. Gavrielov, 100,000 shares; Mr. Olson, 28,000 shares; Mr. Peng, 28,000 shares; Mr. Rangasayee, 20,000 shares; and Mr. Tong, 20,000 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, 165,000 shares; Mr. Olson, 46,200 shares; Mr. Peng, 46,200 shares; Mr. Rangasayee, 33,000; and Mr. Tong, 33,000 shares.

(3)

During fiscal 2016, the Company changed its policy to no longer allow executives and certain other employees to accrue vacation time, resulting in a payout of existing accrued vacation for the named executive officers as follows: Mr. Gavrielov ($58,590); Mr. Olson ($73,391); Mr. Peng ($46,683); Mr. Rangasayee ($66,844); and Mr. Tong ($66,581). In addition, for each named executive officer the amount in this column includes $420 for an entertainment event, which amount is inclusive of $204 for tax reimbursement payments, except for Mr. Rangasayee, whose amount includes $210 for the entertainment event, which is inclusive of $108 for tax reimbursement payments.

(4)	Mr. Olson stepped down as Chief Financial Officer effective on May 19, 2016, and will fully retire on July 15, 2016.

(5)	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."

(6)	Because Mr. Rangasayee first became a named executive officer in fiscal 2015, information for fiscal 2014 is not included.

(7)

In addition to Mr. Tong's role as Executive 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 2016 the Company paid $51,836 for the lease of an apartment and other housing-related expenses; $27,262 for the lease of an automobile and other transportation-related expenses; $46,660 for a cost of living allowance; $3,000 for home leave expenses, such as airfare and transportation; and $39,243 for foreign tax payments and tax-related services associated with his service abroad.

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(1)	Actual payouts have been made under the fiscal 2016 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 2016, which became earned based on performance in fiscal 2016. These columns show the number of performance-based RSU awards that may become earned at threshold, target, and maximum levels of performance. In May 2016, the Compensation Committee determined the actual number of RSUs earned based on performance for fiscal 2016 was 98.75% 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.

(3)	Amounts in this column represent the grant date fair value of RSUs granted in fiscal 2016 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 2016 filed with the SEC on May 17, 2016.

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(1)

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 is based on the number of performance-based RSUs that were earned based on actual performance achievement, except for those awarded in fiscal 2016. For the performance-based RSUs awarded in fiscal 2016, this column represents the number of RSU shares assuming achievement at 100% of target level performance. In May 2016, the Compensation Committee determined that the following number of performance-based RSUs were earned based on actual performance achievement: Mr. Gavrielov, 98,750 shares; Mr. Olson, 27,650 shares; Mr. Peng, 27,650 shares; Mr. Rangasayee, 19,750 shares; and Mr. Tong, 19,750 shares.

(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 April 1, 2016 (the last trading day of our fiscal year) was $47.62.

(3)	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.

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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 2016, which is also reported in the applicable columns in the Summary Compensation Table.

(2)	Mr. Peng's contribution consists of compensation earned during fiscal 2016, which is also reported in the applicable columns in the Summary Compensation Table.

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•	All employees of the Company and any parent or subsidiary corporation of the Company are eligible to be granted stock options, stock appreciation rights, restricted stock, and restricted stock units under the 2007 Equity Plan.

•	No participant may receive in any fiscal year under the 2007 Equity Plan an aggregate of more than 4,000,000 shares subject to options or SARs, provided that this limit will be appropriately adjusted for stock splits, stock dividends, and similar changes to the Company's capital structure.

•	No participant may receive in any fiscal year under the 2007 Equity Plan an aggregate of more than 2,000,000 shares subject to awards other than options and SARs, provided that this limit will be appropriately adjusted for stock splits, stock dividends, and similar changes to the Company's capital structure.

•	No participant may receive in any fiscal year under the 2007 Equity Plan awards that are to be settled in cash for an aggregate of more than $6,000,000.

•

The vesting of certain awards intended to qualify as "performance-based" may be made subject to the attainment of performance goals established in writing by the Compensation Committee relating to one or more of the following performance measures, either individually, alternatively or in any combination, applied to either the Company as a whole or to a subsidiary, either individually, alternatively or in any combination, and measured over a performance period specified by the Compensation Committee: (a) increased revenue; (b) net income measures (including, but not limited to, income after capital costs and income before or after any one or more of the share-based compensation expense, interest, taxes, appreciation or amortization); (c) stock price measures (including, but not limited to, growth measures and total stockholder return); (d) market segment share; (e) earnings per share (actual or targeted growth); (f) cash flow measures (including, but not limited to, net cash flow and net cash flow before financing activities); (g) return measures (including, but not limited to, return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors' capital and return on average equity); (h) operating measures (including operating income, gross margin, operating margin, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency); (i) expense measures (including, but not limited to, overhead cost, research and development expense and general and administrative expense); (j) product technology leadership metrics; and (k) product quality leadership metrics.

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