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•	the annual election of directors;

•	a proposal to amend our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares;

•	a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,900,000 shares;

•	an advisory vote on the frequency of the advisory vote on executive compensation;

•	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.	Election of 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.	Approval of an amendment to our 1990 Employee Qualified Stock Purchase Plan that increases the number of shares reserved for issuance under the Plan by 2,000,000 shares;

3.	Approval of an amendment to our 2007 Equity Incentive Plan that increases the number of shares reserved for issuance under the Plan by 1,900,000 shares;

4.	Advisory vote on the frequency of the advisory vote on executive compensation;

5.	Advisory vote on executive compensation as described in the attached proxy statement;

6.	Ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors of Xilinx for the fiscal year ending March 31, 2018; and

7.	Transaction of 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 2017 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 9, 2017, 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 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares;

3.	a proposal to amend our 2007 Equity Incentive Plan (2007 Equity Plan) to increase the number of shares reserved for issuance under the Plan by 1,900,000 shares;

4.	an advisory vote on the frequency of the advisory vote on executive compensation;

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

6.	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 March 31, 2018; and

7.	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 amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares;

•	FOR the amendment to our 2007 Equity Plan to increase the number of shares reserved for issuance under the Plan by 1,900,000 shares;

•	FOR "1 YEAR" regarding the frequency of the advisory vote on executive compensation;

•	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 March 31, 2018.

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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 a quorum, the stockholders present at the Annual Meeting may continue to do business, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If there is no quorum, a majority of the votes present at the meeting may adjourn the Annual Meeting to another date.

A:	The record date for determining shares outstanding and eligible to vote at the Annual Meeting is June 12, 2017.

A:	As of the close of business on May 9, 2017, there were 248,073,425 shares of our common stock outstanding and the closing price of our common stock, as reported by the NASDAQ Global Select Market (NASDAQ), was $64.69 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 9, 2017 (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 Internet Notice and proxy card);

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

•	Fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage pre-paid envelope. You may request a proxy card as outlined in the Internet Notice.

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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 12, 2017.

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 amendment to the 1990 Employee Qualified Stock Purchase Plan that increases the number of shares reserved for issuance under the Plan by 2,000,000 shares, "FOR" the amendment to the 2007 Equity Plan that increases the number of shares reserved for issuance under the Plan by 1,900,000 shares, FOR "1 YEAR" regarding the frequency of the advisory vote on executive compensation, "FOR" the approval of the advisory vote on compensation of 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 year 2018. 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 on 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.

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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 Five 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 $9,500 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 delivering 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.

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A:

On March 31, 2017, the Board approved amendments to our Bylaws to permit stockholders to make use of proxy access to nominate director candidates, subject to all the requirements set forth in our Bylaws, a summary of which appears below. In order to nominate a director candidate, the stockholder must hold at least 3% of our voting shares continuously for three years at the time the nomination is received by us and the stockholder must continue to hold those shares through the date of the annual meeting. A group of up to 20 stockholders, each of whom meets the requirements of the Bylaws, may combine to reach the 3% ownership threshold. Eligible stockholders who meet the proxy access requirements set forth in our Bylaws may nominate up to the greater of two candidates or 20% of the directors in office as of the last date on which a nomination may be received by us. Such nominations must be received by our corporate secretary at our principal executive offices not less than 120 days or more than 150 days prior to the anniversary date of when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year, proxy access proposals would need to be received by our corporate secretary no earlier than January 31, 2018 and no later than March 2, 2018.

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 2018 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, 2018. 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, 2018. 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, 2018, and not earlier than March 13, 2018; provided however, that if our 2018 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 2018 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 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 Plan includes an annual limit on the aggregate dollar value of equity awards and cash that may be given to non-employee directors; 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 year 2017 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 year 2017 filed with the SEC on May 15, 2017.

(2)	The Company made charitable donations in honor of Mr. Gianos and Dr. Howard, who both retired from the Board in August 2016, and a matching charitable contribution on behalf of Mr. Patterson.

(3)	Mr. Gianos and Dr. Howard retired as directors on August 9, 2016, the day before our 2016 Annual Meeting of Stockholders.

(4)

Messrs. Gillai and Jankov and Dr. Lee joined the Board on May 6, 2016, and received an initial grant of RSUs, pro-rated based on the number of days from May 6, 2016 (the date of their initial appointment) and August 9, 2016 (the day before the 2016 Annual Meeting) over 365 days, and an annual grant of RSUs. In the table above, $244,076 includes the initial grant valued at $49,160, and the annual grant valued at $194,916. For more information about Initial Grants and Annual Grants see the section above entitled "DIRECTORS AND CORPORATE GOVERNANCE—Compensation of Directors."

(5)	This director participated in the Company's nonqualified deferred compensation plan in fiscal year 2017. 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 248,073,425 shares of common stock outstanding as of May 9, 2017. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 9, 2017 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, 2016, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)), on January 27, 2017, reporting beneficial ownership of 20,307,534 shares of common stock consisting of 16,896,445 shares as to which it has sole voting power and no shares as to which it has shared voting power. Blackrock, Inc. has sole dispositive power as to all 20,307,534 shares.

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(3)

Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2016, which was filed by this stockholder pursuant to Section 13(d), on February 7, 2017, reporting beneficial ownership of 13,052,313 shares of common stock consisting of 12,102,026 shares as to which it has sole voting power, no shares as to which it has shared voting power, 13,052,313 shares as to which it has sole dispositive power, and no shares as to which it has shared dispositive power.

(4)

Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2016, which was filed by this stockholder pursuant to Section 13(d), on February 10, 2017 reporting beneficial ownership of 26,217,473 shares of common stock consisting of 398,334 shares as to which it has sole voting power, 48,116 shares as to which it has shared voting power, 25,771,726 shares as to which it has sole dispositive power, and 445,747 shares as to which it has shared dispositive power.

(5)	Consists of 3,242 shares held directly.

(6)

Consists of 285,766 shares held directly, 26,000 shares issuable upon exercise of options, and 106,753 shares issuable upon settlement of RSUs, which represents 27,739 shares, 32,917 shares, and 46,097 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 46,097 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(7)	Consists of 1,052 shares held directly.

(8)	Consists of 1,052 shares held directly.

(9)	Consists of 1,052 shares held directly.

(10)	Consists of 20,164 shares held directly. Does not include 8,118 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(11)	Consists of 22,275 shares held in a family trust.

(12)	Consists of 37,630 shares held directly and 750 shares held by Mr. Turner's spouse.

(13)	Consists of 26,923 shares held directly, 2,986 shares held in joint tenancy.

(14)

Consists of 28,658 shares held directly and 21,022 shares issuable upon settlement of RSUs, which represents 3,709 shares, 4,444 shares, and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(15)

Consists of 33,221 shares held directly and 29,800 shares issuable upon settlement of RSUs, which represents 7,714 shares, 9,217 shares and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(16)

Consists of 30,555 shares held directly and 21,579 shares issuable upon settlement of RSUs, which represents 5,637 shares, 6,583 shares, and 9,359 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 9,359 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(17)

Consists of 61,383 shares held directly and 25,089 shares issuable upon settlement of RSUs, which represents 5,637 shares, 6,583 shares, and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(18)	As of May 2016, when Mr. Olson stepped down as CFO. Consists of 102,248 shares held indirectly.

(19)	Includes an aggregate of 273,401 shares issuable upon exercise of options or settlement of RSUs.

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(1)

Includes approximately 7.0 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 year 2017. In May 2017, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal year 2017. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal year 2017, see the table under "EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Compensation Components—Long-Term Equity Incentive Compensation."

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

(3)

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, August 13, 2014, and August 10, 2016, 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, 3,000,000, and 2,500,000, 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

•	Lorenzo A. Flores, Senior Vice President and Chief Financial Officer

•	Victor Peng, Chief Operating Officer

•	Krishna Rangasayee, Executive Vice President, Global Sales

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

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

•	Overall net revenues were $2.35 billion, up 6% compared to the prior fiscal year

•	Gross margin for the full fiscal year increased to approximately 70%, and operating margin was 30%

•	Cash flow from operations was $934.1 million

•	Revenues from our Advanced Products reached $1.08 billion, a 45% increase over the prior fiscal year

•	Our 20nm products revenue exceeded $200.0 million for the year

•	Our 16nm products gained wider customer acceptance, shipping to over 450 customers, up from over 100 at the beginning of the year

•	We returned $522.0 million to our stockholders through our stock buyback program

•	We paid stockholders a record $332.5 million in dividends

•	Our total stockholder return on an annualized basis over the prior 1-, 3-, and 5-year periods was 25%, 5%, and 13%, respectively.

•	Increased base salary for Mr. Tong by 4.9% to $425,000 from $405,000 and set the base salary for Mr. Flores to $400,000 in connection with his appointment as CFO;

•

Made cash incentive compensation payments to the named executive officers during fiscal year 2017, which, on average represented approximately 107.0% of their target cash incentive bonuses, excluding Mr. Olson, who did not receive any incentive compensation for fiscal year 2017. We paid the following cash incentive payments to our named executive officers during fiscal year 2017: $1,290,000 to Mr. Gavrielov, $316,116 to Mr. Flores, $543,500 to Mr. Peng, $334,960 to Mr. Rangasayee, and $456,300 to Mr. Tong; and

•	Awarded performance-based restricted stock units (RSUs) to our named executive officers. We did not grant time-based equity awards to purchase shares of our common stock to any of our named executive officers during fiscal year 2017.

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•

Base salary: During fiscal year 2017, Mr. Tong received a base salary increase in connection with his promotion to Executive Vice President to $425,000 from $405,000, and the Compensation Committee set the base salary for Mr. Flores at $400,000 in connection with his appointment as CFO. The Compensation Committee approved these actions related to base salary after considering several factors, including the CEO's recommendation, each of the executive's scope of responsibility, potential performance, and comparative market data.

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•

Annual incentive target: In fiscal year 2017, the Compensation Committee increased the annual cash incentive target as a percentage of base salary for Mr. Tong to 100% from 80%. This increase both maintained the competitiveness of the target pay levels for Mr. Tong and increased the proportion of his target total direct compensation that is performance-based. Mr. Flores' annual cash incentive target as a percent of base salary was set at 80% in connection with his appointment to CFO in fiscal year 2017. 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 year 2017 was as follows:

◦	We met the target under the Revenue Growth Component, and therefore 100% 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 year 2017, and we exceeded the threshold, but did not meet our target, for payment under the Operating Profit Component in the second half of the fiscal year, resulting in a 90% payout for the second half of the year.

◦

The payouts under the Individual Performance Component for our named executive officers (other than our CEO and former CFO) in the first half of the year ranged from 110% to 135% of target, and in the second half of the year ranged from 100% to 123% of target. The payout for Mr. Gavrielov, our CEO, under the individual performance component as a percentage of target for the year was 125%. Mr. Olson, our former CFO, retired before earning any incentive compensation for fiscal year 2017.

•

Long-term equity incentive payout: In fiscal year 2017, the equity awards granted to our named executive officers consisted solely of 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 year 2017, the Company exceeded the payout thresholds for all four performance measures indicated on the framework chart above. As a result, each named executive officer earned 140.4% of the target number of shares granted, and one third of such earned shares will vest in each of July 2017, July 2018, and July 2019.

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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.

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•	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 fiscal year 2017. All salaries are evenly split between the first half and the second half of the year, except for Messrs. Flores (1H: $189,760; 2H: $200,000) and Tong (1H: $207,500; 2H: $212,500), 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 year 2017, 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 30%, which resulted in a multiplier of 0.9. The Growth Component multiplier was 1.0, because the Company achieved its target year-over-year revenue growth in fiscal year 2017. 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 year 2017, see the section above entitled "Calculations of Payouts for Named Executive Officers."

(4)

Represents the actual bonus paid to Mr. Gavrielov for fiscal year 2017 based on achievement against his specific individual performance goals. For fiscal year 2017, Mr. Gavrielov earned 125% 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. Flores for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Flores earned 110% 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) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.

(6)

Represents the actual bonus paid to Mr. Flores for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Flores earned 100% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of specific milestones related to improving the Company's gross margin; (2) completion of key strategic initiatives to improve the Company's profitability; (3) completion of goals to improve Company controls, compliance, and processes; and (4) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving an high performance culture.

(7)	Represents the actual bonus paid to Mr. Peng for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Peng earned 135% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain product delivery, production, and shipment

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(8)

Represents the actual bonus paid to Mr. Peng for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Peng earned 123% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain silicon and software goals; (2) achievement of certain product engineering, production and customer goals; (3) achievement of certain business and marketing goals; (4) achievement of certain gross margin goals; and (5) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.

(9)

Represents the actual bonus paid to Mr. Rangasayee for the first half of fiscal year 2017 based on achievement against his specific performance goals. For the first half of fiscal year 2017, Mr. Rangasayee earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of the Company's revenue plan; (2) achievement of gross margin goals; (3) achievement of certain organizational goals; (4) achievement of certain customer and productivity goals; and (5) 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 year 2017 based on achievement against his specific performance goals. For the second half of fiscal year 2017, Mr. Rangasayee earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of the Company's revenue plan; (2) achievement of gross margin goals; (3) meeting certain organizational and customer goals; and (4) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.

(11)

Represents the actual bonus paid to Mr. Tong for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Tong earned 135% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain overall quality goals; (2) achievement of certain delinquency goals; (3) achievement of certain production and quality goals; (4) achievement of certain gross margin goals; and (5) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.

(12)

Represents the actual bonus paid to Mr. Tong for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Tong earned 123% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain quality and customer-related goals; (2) achievement of certain delinquency goals; (3) achievement of certain operational goals; (4) achievement of certain product production and shipment goals; (5) achievement of certain gross margin goals; and (6) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.

(13)	Mr. Olson retired before earning any incentive cash compensation during fiscal year 2017.

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(1)	This column represents the number of RSUs for fiscal year 2017 based on achievement of the performance goals at 100% of target. Actual earned RSUs for fiscal year 2017 may range from 0% to 182.5% of target depending on the level of performance.

(2)	This column represents the actual number of RSUs earned based a multiplier for performance achievement of 1.404.

(3)	Mr. Olson retired before being granted any RSUs for fiscal year 2017.

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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 2017, the Compensation Committee determined Mr. Gavrielov earned 138,294 shares under his fiscal year 2017 performance-based RSUs based on actual performance achievement, of which 126,770 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: $1,002,000, consisting of a pro rata portion of his bonus for fiscal year 2017; $1,600,000, consisting of 24 months of base salary; $2,400,000, consisting of two years of his target bonus; $24,455, consisting of one year of COBRA premiums; and $11,119,106, 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 $363,479.

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•

Mr. Flores would have received a total of $3,425,670, which includes: (i) a lump sum payment of $600,000, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $480,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $24,455; and (iv) accelerated vesting of 40,097 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,321,215.

•

Mr. Peng would have received a total of $4,623,468, which includes: (i) a lump sum payment of $750,000, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $750,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $17,785; and (iv) accelerated vesting of 53,648 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $3,105,683.

•

Mr. Rangasayee would have received a total of $3,313,884, which includes: (i) a lump sum payment of $592,500, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $474,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $1,020; and (iv) accelerated vesting of 38,804 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,246,364.

•

Mr. Tong would have received a total of $3,979,994, which includes: (i) a lump sum payment of $637,500, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $637,500, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $24,455; and (iv) accelerated vesting of 46,304 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,680,539.

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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 year 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 the applicable fiscal year. For fiscal year 2017, the table reflects Mr. Olson's salary earned until his retirement in July 2016. In fiscal year 2017, the Compensation Committee increased Mr. Tong's annual base salary to $425,000 and set Mr. Flores' annual base salary at $400,000. The amounts in the table above for these two executive officers are less than the amount approved by the Compensation Committee for fiscal year 2017, because the salary increases were approved after the beginning of the fiscal year. This column includes the portion of salary deferred at the respective named executive officer's election under the Company's 401(k) Plan and/or nonqualified deferred compensation plan, as applicable.

(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 year 2017 filed with the SEC on May 15, 2017. These compensation costs as they relate to stock awards reflect costs associated with stock awards granted in fiscal year 2017. For fiscal year 2017, this includes the following number of performance-based RSUs based on achievement at 100% of target level performance: Mr. Gavrielov, 98,500 shares; Mr. Flores, 27,500 shares, Mr. Peng, 27,500 shares; Mr. Rangasayee, 20,000 shares; and Mr. Tong, 27,500 shares. The maximum number of performance-based RSUs that could be earned by these named executive officers based on achievement at 182.5% of target level performance is as follows: Mr. Gavrielov, 179,762 shares; Mr. Flores, 50,187 shares; Mr. Peng, 50,187 shares; Mr. Rangasayee, 36,500; and Mr. Tong, 50,187 shares. Mr. Olson was not granted any equity awards during fiscal year 2017; he retired in July 2016.

(3)	This column includes the portion of cash incentive bonus deferred at the respective named executive officer's election under the Company's 401(k) Plan and/or nonqualified deferred compensation plan, as applicable.

(4)	Mr. Flores first became a named executive officer in fiscal year 2017.

(5)	Named executive officer participates in the Company's nonqualified deferred compensation plan. For more information about this plan see the section below entitled "Nonqualified Deferred Compensation Plan."

(6)	During fiscal year 2017, Mr. Peng served as our Executive Vice President and General Manager of Products.

(7)	During fiscal year 2017, Mr. Rangasayee served as our Senior Vice President and General Manager, Global Sales and Markets.

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(8)

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 2017 the Company paid $59,188 for the lease of an apartment and other housing-related expenses; $23,232 for the lease of an automobile and other transportation-related expenses; $57,631 for a cost of living allowance; $8,012 for home leave expenses, such as airfare and transportation; and $92,371 for foreign tax payments and tax-related services associated with his service abroad.

(9)	Mr. Olson stepped down as Chief Financial Officer in May 2016, and retired from the Company in July 2016.

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(1)	Actual payouts have been made under the fiscal year 2017 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 year 2017, which became earned based on performance in fiscal year 2017. These columns show the number of performance-based RSU awards that may become earned at threshold, target, and maximum levels of performance. In May 2017, the Compensation Committee determined the actual number of RSUs earned based on performance for fiscal year 2017 was 140.4% 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 year 2017 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 year 2017 filed with the SEC on May 15, 2017.

(4)	Mr. Olson retired in July 2016 and did not receive any incentive cash or equity compensation during fiscal year 2017.

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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 year 2017. For the performance-based RSUs awarded in fiscal year 2017, this column represents the number of RSU shares assuming achievement at 100% of target level performance. In May 2017, the Compensation Committee determined that the following number of performance-based RSUs were earned based on actual performance achievement: Mr. Gavrielov, 138,294 shares; Mr. Flores, 38,610 shares; Mr. Peng, 38,610 shares; Mr. Rangasayee, 28,080 shares; and Mr. Tong, 38,610 shares. Mr. Olson retired before vesting in any of his RSUs awarded during fiscal year 2017.

(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 31, 2017 (the last trading day of our fiscal year) was $57.89.

(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.

(3)	Reflects information as of May 2016 when Mr. Olson retired as CFO. He provided transition services until July 2016, when he fully retired from the Company.

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(1)	Amounts included in this column are not reported as compensation in the Summary Compensation Table.

(2)	The fiscal year-end balances reported include the following amounts that were previously reported in the Summary Compensation Table as compensation for fiscal years 2015 and 2016: $791,481 and $282,825 for Messrs. Peng and Olson, respectively.

(3)	Mr. Peng's contribution consists of compensation earned during fiscal year 2017, which is also reported in the applicable columns in the Summary Compensation Table.

(4)	Mr. Olson's contribution consists of compensation earned during fiscal year 2017, which is also reported in the applicable columns in the Summary Compensation Table.

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(1)	During fiscal year 2017, Mr. Peng served as our Executive Vice President and General Manager of Products.

(2)	During fiscal year 2017, Mr. Rangasayee served as our Senior Vice President and General Manager, Global Sales and Markets.

(3)	Mr. Olson stepped down as CFO in May 2016, and provided transition services until retiring from the Company in July 2016; he is included as a "named executive officer" for fiscal year 2017 as required by the SEC rules.

(4)	Non-employee Directors are not eligible to participate in the ESPP.

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