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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 3,000,000 shares;

•	a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,000,000 shares;

•	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 11 nominees for director to serve on the Board of Directors for the ensuing year and until their respective successors are duly elected and qualified: Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, 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 3,000,000 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 3,000,000 shares;

4.	An advisory vote on executive compensation as described in the attached proxy statement;

5.	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 30, 2019; and

6.	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 (Board) is soliciting your vote at the 2018 Annual Meeting of Stockholders (Annual Meeting).

A:	The Annual Meeting will take place on August 1, 2018, at 8:00 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.	election of the following 11 nominees to serve as a director on the Board for the ensuing year: Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, 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 3,000,000 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 3,000,000 shares;

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

5.	ratification of the appointment of Ernst & Young LLP to serve as external auditors of Xilinx for the fiscal year ending March 30, 2019; and

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

A:	The Board recommends that you vote your shares:

1.	FOR each of the Board’s 11 nominees for director, who are Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, Albert A. Pimentel, Marshall C. Turner and Elizabeth W. Vanderslice;

2.	FOR the amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares;

3.	FOR the amendment to our 2007 Equity Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares;

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

5.	FOR the ratification of the appointment of Ernst & Young to serve as our external auditors for the fiscal year ending March 30, 2019.

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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 (see the answer to “What is a ‘broker non-vote’ and what is its effect?” below), 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 was June 7, 2018.

A:	As of the close of business on the record date, June 7, 2018, there were 251,884,017 shares of our common stock outstanding.

Q:	Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of a full set of proxy materials?

A:

Instead of mailing a printed copy of our proxy materials to stockholders, we mailed an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 1, 2018 (Internet Notice) to all stockholders entitled to vote at the meeting, as permitted by the rules of the Securities and Exchange Commission (SEC). 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.

Q:	How many copies of the proxy materials will be delivered to stockholders sharing the same address?

A:

Stockholders who have the same address and last name will receive only one copy of the Internet Notice (or one copy of the printed proxy materials) unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. We adopted this “householding” practice, which is permitted under SEC rules, in an effort to conserve natural resources and reduce printing costs and postage fees.

Q:	How do I vote?

A:	The way in which you may vote by proxy depends on how you hold your shares.

•	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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Q:	How many votes do I have?

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 7, 2018.

Q:	Who will count my votes?

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

Q:	How will my shares be voted and what happens if I do not give specific voting instructions?

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 3,000,000 shares, “FOR” the amendment to the 2007 Equity Plan that increases the number of shares reserved for issuance under the Plan by 3,000,000 shares, “FOR” the approval of the advisory vote on compensation of our named executive officers, and “FOR” the ratification of the appointment of Ernst & Young as the Company’s external auditors for fiscal 2019. 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.

Q:	What is a “broker non-vote” and what is its effect?

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 will not be counted towards the vote total for any non-routine proposal and will have no effect except where the affirmative votes with respect to such proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.

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Q:	Which ballot measures are considered “non-routine” or “routine”?

A:	Brokers that 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.

Q:	How are abstentions treated?

A:	Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, but have no effect on the outcome except where the affirmative votes with respect to a proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.

Q:	How many votes are needed to approve each proposal?

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

Q:	What is the advisory vote to approve the compensation of our named executive officers?

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.

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Q:	How can I change my vote or revoke my proxy?

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.

Q:	How much did this proxy solicitation cost and who will pay for the cost?

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.

Q:	May I nominate a director for inclusion in next year’s proxy materials?

A:

Our Bylaws permit eligible 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 is as follows. In order to be eligible to nominate a director candidate, the stockholder must hold at least 3% of our outstanding shares of common stock continuously for three years at the time the nomination notice 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 form a group 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 notice may be received by us. Such nominations must meet the notice and other requirements set forth in our Bylaws. In order for a proxy access nomination to be timely, it must be received by the Secretary of the Company at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year’s annual meeting of stockholders, proxy access nominations would need to be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California, no earlier than January 21, 2019 and no later than February 20, 2019.

Q:	How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders?

A:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act), to be eligible for inclusion in the Company’s proxy materials for the 2019 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 February 20, 2019. Pursuant to Rule 14a-4(c) under the Exchange Act, if a stockholder proposal submitted outside of Rule 14a-8 is not received by the Secretary at our principal executive offices by the close of business on May 6, 2019, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal submitted by a stockholder. In addition, under a provision in the Company’s Bylaws relating to Prior Notice For Inclusion on Agenda, stockholder proposals made outside of Rule 14a-8 under the Exchange Act and director nominations that are not intended for inclusion in our proxy materials must be submitted in accordance with the requirements of the Company’s Bylaws, not later than April 3, 2019, and not earlier than March 4, 2019; provided however, that if our 2019 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 the date of our 2019 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 are submitted to the stockholders for approval prior to adoption;

•	The 2007 Equity Plan includes a provision that prohibits repricing of options, whether through direct reduction of exercise prices, cancellation of the option or stock appreciation right (SAR) in exchange for a new option or SAR having a lower exercise price, or replacement of options or SARs with full value awards (i.e., awards 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 granted to non-employee directors; and

•	The Company is committed to keeping dilution under its stock plans for employees below 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 2018 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 2018 filed with the SEC on May 15, 2018. As of March 31, 2018, each director, other than Ms. Krakauer, had 3,188 RSUs, and Ms. Krakauer had 2,165 RSUs. These RSUs will vest in full on July 31, 2018, the day immediately preceding the Annual Meeting.

(2)	Ms. Krakauer was appointed to the Board on October 29, 2017, and received an initial grant of RSUs, pro-rated based on the number of days from between her appointment date and August 9, 2018 (the anniversary of our 2017 annual meeting). For more information about Initial Grants and Annual Grants see the section above entitled “DIRECTORS AND CORPORATE GOVERNANCE—Compensation of Directors.”

(3)	This director participated in the Company’s nonqualified deferred compensation plan in fiscal 2018. 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 253,482,217 shares of common stock outstanding as of May 25, 2018. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 25, 2018 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, 2017, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)) on February 9, 2018, reporting beneficial ownership of 28,792,009 shares of common stock, consisting of 356,410 shares as to which it has sole voting power, 46,526 shares as to which it has shared voting power, 28,395,163 shares as to which it has sole dispositive power and 396,846 shares as to which it has shared dispositive power.

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(3)

Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2017, which was filed by this stockholder pursuant to Section 13(d) on February 8, 2018, reporting beneficial ownership of 17,533,546 shares of common stock, consisting of shares as to which it has sole dispositive power, including 15,266,232 shares as to which it has sole voting power and no shares as to which it has shared dispositive or voting power.

(4)	All of the shares are held directly.

(5)	Consists of 26,282 shares held directly and 2,000 shares held by Mr. Patterson’s spouse.

(6)	Consists of 26,147 shares held in a family trust.

(7)	Consists of 41,502 shares held directly and 750 shares held by Mr. Turner’s spouse.

(8)	Consists of 28,295 shares held directly and 2,986 shares held in joint tenancy.

(9)	Consists of 24,343 shares held directly and 31,777 shares issuable upon vesting of RSUs, which represents 9,217 shares, 12,870 shares, and 9,690 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 9,690 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(10)	Consists of 28,749 shares held directly and 22,824 shares issuable upon vesting of RSUs, which represents 4,444 shares, 12,870 shares, and 5,510 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 5,510 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(11)	Consists of 55,403 shares held directly and 27,054 shares issuable upon vesting of RSUs, which represents 6,584 shares, 12,870 shares, and 7,600 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 7,600 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.

(12)	Includes an aggregate of 126,568 shares issuable upon exercise of options or vesting 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 2018. In May 2018, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal 2018. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal 2018, see the table under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Compensation Elements—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)

Our stockholders approved the adoption of the 2007 Equity Plan on July 26, 2006 and authorized 10.0 million shares to be reserved for issuance thereunder. The 2007 Equity Plan became effective on January 1, 2007. It replaced both the Company’s 1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. Our stockholders subsequently approved amendments to the 2007 Equity 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, August 10, 2016 and August 9, 2017, at which point they authorized the reservation of an additional 5.0 million shares, 4.0 million shares, 5.0 million shares, 4.5 million shares, 4.5 million shares, 3.5 million shares, 2.0 million shares, 3.0 million shares, 2.5 million shares and 1.9 million 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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▪	Victor Peng, President and Chief Executive Officer;

▪	Lorenzo A. Flores, Executive Vice President and Chief Financial Officer;

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

▪	Emre Önder, Senior Vice President, Product and Vertical Marketing;

▪	William Madden, Senior Vice President, Hardware and Systems Product Development;

▪	Moshe N. Gavrielov, former President and Chief Executive Officer; and

▪	Stephen L. Glaser, former Senior Vice President, Corporate Strategy and Marketing.

▪	Overall net revenues were $2.54 billion, up 8% from the prior fiscal year.

▪	Revenues from our Advanced Products reached $1.38 billion, a 28% increase over the prior fiscal year.

▪

We established significant momentum in our data center end market, both developing the foundation for and building out a vibrant ecosystem. We demonstrated significant developer engagement on the AWS F1 instance and have trained a total of more than 400 developers. We also continue to invest in SDAccel environment and middleware libraries to make it easier for software programmers to program Xilinx FPGAs in higher level languages using industry standard APIs and frameworks.

▪

We announced a new breakthrough product category called Adaptive Compute Acceleration Platform (ACAP) that extends far beyond the capabilities of an FPGA. An ACAP is a highly-integrated multi-core heterogeneous compute platform that can be changed at the hardware level to adapt to the needs of a wide range of applications and workloads, including Artificial Intelligence, and workloads resulting from explosive growth of unstructured data such as database acceleration and video transcoding.

▪	We returned $475 million to our stockholders through our stock buyback programs.

▪	We paid our stockholders a record $353 million in dividends.

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▪	Base salaries - Increased their base salaries by percentages ranging from 1.3% to 10%, including increases relating to promotions. Neither Mr. Gavrielov, our then-Chief Executive Officer, nor Mr. Önder, who joined the Company after May 2017, nor Mr. Glaser received a base salary increase in fiscal 2018.

▪	Target annual cash incentives - Increased the target annual cash incentive compensation for Mr. Peng to 115% of base salary in connection with his promotion to Chief Operating Officer to maintain the competitiveness of his target total cash compensation level. None of our other then-named executive officers received an increase in their target annual cash incentive compensation at that time.

▪	Long-term equity incentive compensation - Granted them performance-based restricted stock unit (RSU) awards with values ranging from $900,000 to $5,400,000.

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▪	Promotion of Mr. Peng to Chief Operating Officer - On April 10, 2017, the Board appointed Mr. Peng as Chief Operating Officer, increased his annual base salary to $550,000, effective as of the beginning of the fiscal year, and increased his target annual cash incentive compensation to 115% of his annual base salary.

▪

Amendment of Mr. Gavrielov’s Employment Agreement - We entered into an amended employment agreement with Mr. Gavrielov providing for his continued employment through August 1, 2020, followed by a one-year consulting period to assist in the orderly transition to a successor Chief Executive Officer. Mr. Gavrielov’s unique knowledge and experience were considered essential to ensuring alignment with our strategic plans during the succession period. As an incentive for Mr. Gavrielov to remain with the Company during the full succession period, the amended employment agreement provided for the grant of a time-based RSU award with a value of $10 million, with half the shares vesting in three annual installments, the first of which will occur on the second anniversary of the grant date, and the other half vesting in three annual installments, the first of which will occur on the third anniversary of the grant date. Mr. Gavrielov was also eligible to receive a performance-based RSU award as determined by the Compensation Committee in connection with our annual grant process for fiscal 2018. In addition, Mr. Gavrielov’s post-employment compensation arrangements were amended as described below under “Potential Payments Upon Termination or Change in Control.” Prior to the end of fiscal 2018, the Board decided to accelerate the transition to Mr. Peng as CEO in order to align our leadership with our evolving business strategy; in connection with this transition, pursuant to his employment agreement, Mr. Gavrielov

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▪	Promotion of Mr. Peng to Chief Executive Officer - On January 4, 2018, Mr. Peng was appointed President and Chief Executive Officer, effective January 29, 2018. In connection with this appointment, we entered into an employment agreement with Mr. Peng providing for the following compensation arrangements:

◦	An annual base salary of $700,000, effective January 29, 2018;

◦	A target annual cash incentive compensation equal to 150% of his annual base salary, beginning with our fiscal year ending March 30, 2019, based on the achievement of performance objectives as determined by the Compensation Committee, as well as a corresponding increase in target annual cash incentive compensation to 150% of base salary from January 29, 2018 through March 31, 2018;

◦	The grant of a time-based RSU award with a value of $1 million, which vests in four substantially equal annual installments beginning on the first anniversary of the date of grant; and

◦	The grant of a performance-based RSU award with a value of $4,500,000 with respect to fiscal 2019.

▪

Consulting Arrangement with Mr. Gavrielov - Concurrent with his retirement as President and Chief Executive Officer, as provided in his employment agreement, we entered into a consulting agreement with Mr. Gavrielov, effective February 2, 2018, whereby he agreed to provide consulting and transition services for a one-year period following termination of his employment (the Consulting Period) in return for consulting fees at an annual rate of $2 million. If we terminate Mr. Gavrielov’s service without cause during the Consulting Period or elect not to continue his service following the completion of the Consulting Period, the vesting of his outstanding equity awards will be accelerated (to the extent he receives any awards in addition to those which were accelerated upon the termination of his employment) as if he had continued to perform services for an additional 12 months following the Consulting Period.

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(1)	The Compensation Committee initially increased Mr. Peng’s annual base salary to $550,000, representing a 10% increase, in April 2017 in connection with his promotion to Chief Operating Officer and subsequently increased his annual base salary to $700,000 effective January 29, 2018 in connection with his appointment as President and Chief Executive Officer.

(2)	The annual base salary of Mr. Flores was increased to $415,000 as part of the Compensation Committee’s annual review of our executive compensation program and subsequently increased to $440,000 in connection with his promotion to Executive Vice President, effective February 1, 2018.

(3)	Mr. Önder’s annual base salary was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017.

(4)	Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018.

(5)	Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018.

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(1)	Represents the aggregate target annual cash incentive that was payable to Mr. Peng, assuming he earned cash incentive payments equal to 115% of the salary he earned prior to January 29, 2018 and 150% of the salary he earned from that date through the end of fiscal 2018.

(2)	The target annual cash incentive for Mr. Flores was increased to 100% in connection with his promotion to Executive Vice President, effective April 1, 2018, after the end of fiscal 2018.

(3)	Mr. Önder’s target annual cash incentive was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017.

(4)	Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018.

(5)	Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018.

▪	annual revenue growth (Growth Component), weighted at 40%;

▪	operating profit, determined in accordance with generally accepted accounting principles, excluding accrued compensation expense for estimated incentive compensation (Operating Profit Component), weighted at 35%; and

▪	individual performance, based on the achievement of performance goals pertaining to each executive officer’s position and responsibilities (Individual Performance Component), weighted at 25%.

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▪	Operational excellence and quality of results. This category consisted of goals related to adherence to product development plans and schedules, product delivery timeliness, product sales and gross margin achievement and sales achievement by geographic region.

▪	Strategic initiatives and performance. This category consisted of goals related to product and portfolio assessment, including customer and end market sub-segment identification.

▪	Leadership effectiveness. This category consisted of goals related to strategic leadership, responding to changes in the market and economic environment, organizational effectiveness and managing our relationship with stockholders.

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(1)

Represents the actual base salaries earned during fiscal 2018. For purposes of determining cash incentive payouts, salaries are split between the first half and the second half of fiscal 2018 as follows: Mr. Peng - 1H: $275,000, 2H: $301,731; Mr. Flores - 1H: $203,750, 2H: $211,667; Mr. Tong - 1H: $216,250, 2H: $220,000; Mr. Önder - 1H: $40,692, 2H: $172,500; Mr. Madden - 1H: $198,750, 2H: $200,000; and Mr. Gavrielov - 1H: $400,000, 2H: $269,744. Messrs. Gavrielov and Glaser earned salaries through only a portion of fiscal 2018. Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018 and, therefore, was not eligible to receive a cash incentive payment for the second half of fiscal 2018. For purposes of this table, only his first half salary and target incentive payment are shown.

(2)

The first-half financial metric included only the Operating Profit Component, which was scored at 32% and resulted in a multiplier of 100%. For more information on the Operating Profit Component, see the section above titled “Performance Components—Operating Profit Component,” and for more information on the calculation of the annual cash incentive payments for the first half of fiscal 2018, see the section above titled “Payment Calculations for Executive Officers.”

(3)

The second-half financial metric included both the Operating Profit Component and Growth Component. The Operating Profit Component for the second half was scored at 34% and resulted in a multiplier of 110%. The Growth Component multiplier was 140%, as we exceeded our target year-over-year revenue growth in fiscal 2018. For more information on the Operating Profit Component and Growth Components, see the sections above titled “Performance Components—Operating Profit Component” and “Performance Components—Growth Component.” For more information on the calculation of annual cash incentive payments for the second half of fiscal 2018, see the section above titled “Payment Calculations for Executive Officers.”

(4)

Represents the actual cash incentive paid to Mr. Peng for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Peng earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of business strategy goals; (2) achievement of gross margin and cost goals; (3) achievement of goals relating to product development, engineering and quality; (4) achievement of goals relating to strategic engagements, platform and IP ecosystem development and new products; (5) completion of certain product quality goals; and (6) progress in areas relating to corporate leadership.

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(5)

Represents the actual cash incentive paid to Mr. Peng for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Peng earned 120% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of business strategy goals; (2) achievement of gross margin and cost goals; (3) progress in areas relating to corporate leadership; (4) achievement of goals relating to product development, engineering and quality; (5) achievement of sales goals; and (6) achievement of goals relating to succession planning.

(6)

Represents the actual cash incentive paid to Mr. Flores for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Flores earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) driving efforts on gross margin improvements; (2) completion of key strategic initiatives to improve profitability; (3) completion of goals to improve controls, compliance and processes; and (4) achievement of goals relating to people development.

(7)

Represents the actual cash incentive paid to Mr. Flores for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Flores earned 98% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) driving efforts on gross margin improvements; (2) completion of key strategic initiatives to improve profitability; (3) completion of goals to improve controls, compliance and processes; and (4) achievement of goals relating to people development.

(8)

Represents the actual cash incentive paid to Mr. Tong for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Tong earned 114% of his target annual cash incentive attributable to the Individual Performance Component based on achievement of certain goals relating to: (1) overall product quality; (2) reducing delinquency; (3) production ramp timeliness and quality; (4) cycle time and inventory reduction; (5) production and quality; and (6) cross-functional teamwork to align strategic goals.

(9)

Represents the actual cash incentive paid to Mr. Tong for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Tong earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of goals relating to strategic realignments in the datacenter market; (2) achievement of goals relating to new market and product initiatives; (3) driving efforts on gross margin improvements; (4) overall product quality; and (5) reducing delinquency.

(10)

Represents the actual cash incentive paid to Mr. Önder for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Önder earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) completion of a successful transition into a leadership role in product and vertical marketing (PVM); (2) Board communication; (3) achievement of certain goals relating to control of operating expenses; and (4) completion of an assessment of PVM organization and processes.

(11)

Represents the actual cash incentive paid to Mr. Önder for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Önder earned 113% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of goals relating to total revenue; (2) driving efforts on gross margin improvements; (3) achievement of goals relating to PVM organizational efficiency and deliverables; and (4) achievement of strategic and operational goals.

(12)

Represents the actual cash incentive paid to Mr. Madden for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Madden earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) cross-functional teamwork to align strategic goals; (2) achievement of goals relating to product planning for UltraScale+ and deployment of RFSOC products; (3) delivery of device models in support of Vivado and software defined solutions; (4) completion of UltraScale+ product roadmap and deliverables; and (5) meeting delivery timelines and milestones associated with ACAP tape out.

(13)

Represents the actual cash incentive paid to Mr. Madden for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Madden earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of strategic goals relating to datacenter, machine learning and ACAP; (2) development of ACAP, silicon and IP and software solutions; (3) meeting delivery timelines and milestones associated with ACAP tape out; and (4) planning and execution of boards strategy, RFSOC product solutions deliverables and technology roadmap for future products.

(14)

Represents the actual cash incentive paid to Mr. Gavrielov for fiscal 2018 based on achievement against his specific individual performance goals. Mr. Gavrielov’s goals for fiscal 2018 were as follows: (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), creating a performance-based culture (internal leadership) and working with the Board to facilitate and evaluate an effective CEO transition plan. Although Mr. Gavrielov retired prior to the end of fiscal 2018, pursuant to

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(15)

Represents the actual cash incentive paid to Mr. Glaser for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Glaser earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on achievement of goals relating to: (1) support for strategic initiatives; (2) product and segment marketing and demand creation; (3) scalability and design leadership; (4) corporate, investor and employee marketing and communications; and (5) strategic market development and segment market research support.

(16)	Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018 and, therefore, was not eligible to receive a cash incentive payment for the second half of fiscal 2018.

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(1)	This column represents the number of shares of common stock subject to the performance-based RSU awards for fiscal 2018 based on achievement of the performance goals at 100% of target. Actual earned shares for fiscal 2018 may range from 0% to 185% of target depending on the level of performance.

(2)	This column represents the actual number of shares of our common stock subject to the performance-based RSU awards earned based a multiplier for performance achievement of 114%.

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(3)	Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018, and, therefore, was not eligible to earn any shares of our common stock pursuant to his performance-based RSU award for fiscal 2018.

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▪	our Chief Executive Officer is required to own shares of our stock having a value of at least $4.5 million;

▪	executive vice presidents are required to own shares of our common stock having a value of at least $1.0 million;

▪	senior vice presidents who are executive officers for purposes of Section 16 of the Exchange Act are required to own shares of our common stock having a value of at least $750,000; and

▪	corporate vice presidents who are executive officers for purposes of Section 16 are required to own shares of our common stock having a value of at least $500,000.

▪	50% of the shares delivered from time-based RSU awards granted beginning in July 2011; and

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

▪	the compensation was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of financial statements filed with the SEC;

▪	the Board (or a committee thereof) determines that the executive officer engaged in intentional misconduct that was directly responsible for the substantial restatement; and

▪	a reduced amount of compensation would have been paid to the executive officer based upon the restated financial results.

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▪	The Compensation Committee approves the payment scale for the Operating Profit 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 annual cash incentive plan for our executive officers 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. In fiscal 2018, the Compensation Committee increased Mr. Peng’s annual base salary to $700,000 effective January 29, 2018 in connection with his promotion to President and Chief Executive Officer and Mr. Flores’ annual base salary to $440,000 effective February 1, 2018 in connection with his promotion from Senior Vice President to Executive Vice President, and also increased Mr. Tong’s annual base salary to $440,000 and Mr. Madden’s annual base salary to $400,000, effective July 1, 2018. Mr. Önder joined the Company in August 2017 at an annual base salary of $345,000. Mr. Gavrielov and Mr. Glaser left the Company in February 2018 and January 2018, respectively. 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 2017 filed with the SEC on May 15, 2018. These compensation costs as they relate to stock awards reflect costs associated with stock awards granted in fiscal 2018. For fiscal 2018, this includes the following number of performance-based RSUs based on achievement at 100% of target level performance: Mr. Peng, 25,500 shares; Messrs. Flores, Madden and Glaser, 14,500 shares each; Mr. Tong, 20,000 shares; and Mr. Gavrielov, 86,000 shares. The maximum number of performance-based RSUs that could be earned by these named executive officers based on achievement at 185% of target level performance is as follows: Mr. Peng, 47,175 shares; Messrs. Flores and Madden, 26,825 shares; Mr. Tong, 37,000 shares; and Mr. Gavrielov, 159,100 shares. Mr. Glaser’s RSUs terminated in connection with the termination of his employment before any of the RSUs granted to him in fiscal 2018 had vested. The amounts shown for fiscal 2018 also includes time-based RSUs for 14,500 shares granted to Mr. Peng in connection with his promotion to the position of President and Chief Executive Officer, 159,000 shares to Mr. Gavrielov in connection with the amendment and restatement of his employment agreement and 19,286 shares granted to Mr. Önder upon his joining the Company.

(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)	Except as otherwise noted, amounts in this column for fiscal 2018 represent the Company’s 401(k) matching contributions.

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(5)	Mr. Peng became President and Chief Executive Officer in January 2018 after having served in a variety of other executive officer roles during fiscal years 2016 through 2018. The amount shown under All Other Compensation consists of (i) a 401(k) matching contribution of $5,088 paid by the Company and (ii) a matching charitable contribution of $2,500 on behalf of Mr. Peng.

(6)	The 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.”

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

(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 2018 the Company paid (i) $81,243 for the lease of an apartment and other housing-related expenses, (ii) $22,654 for the lease of an automobile and other transportation-related expenses, (iii) $57,631 for a cost of living allowance, (iv) $7,448 for home leave expenses, such as airfare and transportation and (v) $116,985 for foreign tax payments and tax-related services associated with his service abroad. These amounts are included under All Other Compensation.

(9)	This individual first became a named executive officer in fiscal 2018.

(10)

The amount shown under Bonus consists of a cash “sign-on” bonus paid to Mr. Önder upon his joining the Company. The amount shown under All Other Compensation for Mr. Önder consists of (i) $67,551 in reimbursement of expenses associated with relocation from Minnesota to San Jose, California, (ii) a matching contribution of $7,519 paid by the Company and (iii) a matching charitable contribution of $500 on behalf of Mr. Önder.

(11)

Mr. Gavrielov retired as President and Chief Executive Officer effective January 29, 2018, and his employment with the Company ended on February 1, 2018. The amount shown under All Other Compensation consists of (i) a lump sum severance payment of $2 million payable in August 2018, (ii) severance payments totaling $3 million payable in bi-weekly installments between August 2018 and August 2020, (iii) consulting fees totaling $333,333 earned by Mr. Gavrielov during fiscal 2018 following termination of his employment in February 2018, (iv) COBRA coverage in the amount of $26,883, (v) a 401(k) matching contribution of $3,956 paid by the Company and (vi) a charitable donation of $30,000 made in honor of Mr. Gavrielov.

(12)	Mr. Glaser resigned from the Company effective January 5, 2018. The amount shown under All Other Compensation consists of (i) a lump sum severance payment of $900,069, (ii) COBRA coverage in the amount of $22,875 and (iii) a 401(k) matching contribution of $2,111 paid by the Company.

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(1)

Actual payouts have been made under the 2018 Incentive Plan, as disclosed in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” The amount shown for Mr. Gavrielov is based on his base salary earned through February 1, 2018, the date when he left the Company. The amount shown for Mr. Glaser is based on his salary earned during the first half of fiscal 2018. Mr. Glaser resigned from the Company prior to the end of fiscal 2018 and, accordingly, was not eligible to receive a cash incentive payment based on performance during the second half of fiscal 2018.

(2)

Represents performance-based RSU awards granted in fiscal 2018, which became earned based on performance in fiscal 2018. These columns show the number of performance-based RSU awards that may become earned at threshold, target, and maximum levels of performance. In May 2018, the Compensation Committee determined the actual number of RSUs earned based on performance for fiscal 2018 was 114% 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—Compensation Elements—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 2018 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 2018 filed with the SEC on May 15, 2018.

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(1)	Except as noted, these awards represent performance-based RSUs that have been earned based on achievement of pre-established performance goals. Once earned, 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.

(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 29, 2018 (the last trading day of our fiscal year) was $72.24.

(3)	The award is a time-based RSU that vests over a four-year period from the grant date in equal annual installments.

(4)	The award is a time-based RSU that vests in three equal annual installments, the first of which occurs two years following the date of grant.

(5)	The award is a time-based RSU that vests in three equal annual installments, the first of which occurs three years following the date of grant.

(6)	Mr. Glaser was awarded a performance-based RSU on July 3, 2017 but resigned from the Company before the award was earned or any portion had vested.

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(1)	The value realized upon exercise is equal to the number of shares of stock multiplied by the difference between the market value of a share of common stock on the exercise date and the per-share exercise price applicable to the stock options.

(2)	The value realized upon vesting is equal to the number of shares of stock multiplied by the market value of a share of common stock on the vesting date.

(3)	Mr. Gavrielov retired as President and Chief Executive Officer in January 2018, and his employment with the Company terminated in February 2018. In connection with his retirement, the vesting of all of his stock awards was accelerated in full in accordance with his employment agreement.

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(1)	The contributions reported for Mr. Peng include $167,967 that was earned in fiscal 2018 and reported as compensation in the Summary Compensation Table above.

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

(3)	The fiscal year-end balance reported for Mr. Peng includes $2,307,265 that was previously reported in the Summary Compensation Table as compensation earned in fiscal years prior to fiscal 2018.

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•	We agreed to make severance payments to Mr. Gavrielov of consisting of (1) a lump sum of $2 million, payable in August 2018 and (2) an aggregate of $3 million payable in bi-weekly installments between August 2018 and August 2020.

•

All vesting of stock awards held by Mr. Gavrielov as of the date when his employment terminated was accelerated through August 1, 2022, subject to the Compensation Committee’s determination of the final number of performance-based RSUs associated with the award that had been granted in July 2017 that will become earned for purposes of vesting will be based on actual performance of the applicable performance metrics. Based on this determination, Mr. Gavrielov was entitled to receive 98,040 shares pursuant to his performance-based RSUs, in addition to 284,114 time-based RSUs that were accelerated, for an aggregate of 382,154 number of shares subject to acceleration. The value of these shares as of February 2, 2018 was $26,995,359, based on the closing price of our common stock of $70.64 on February 2, 2018, the date when the awards vested.

•	We agreed to pay Mr. Gavrielov’s COBRA premiums during the 12-month period beginning on March 1, 2018. The estimated aggregate cost of these premiums is $26,883, based on the rates in effect during 2018.

•	We entered into a one-year consulting agreement with Mr. Gavrielov commencing on February 2, 2018, pursuant to which we will pay Mr. Gavrielov an aggregate of $2 million during the consulting period, payable bi-weekly.

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•	Mr. Gavrielov remained eligible to receive a cash incentive payment based on performance during the second half of fiscal 2018. Based on this performance, this cash incentive payment amounted to $969,516.

▪	the median of the annual total compensation of all our employees (other than our CEO) was $165,762; and

▪	the annual total compensation of our CEO for purposes of this calculation was $4,652,905.

▪	In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on March 31, 2018 (the last day of fiscal 2018), whether employed on a full-time, part-time or temporary basis. We did not include any contractors or other non-employee workers in our employee population.

▪	As of March 31, 2018, our employee population consisted of approximately 4,100 individuals, including approximately 2,100 individuals located outside of the United States.

▪

To identify the “median employee,” we compared the annual base salary or wages, as applicable, of each employee as of March 31, 2018, the target annual incentive compensation award of each employee for fiscal 2018 and the grant date fair value of each employee’s equity award (if any) granted in fiscal 2018 as the most appropriate measure of compensation. Target incentive compensation represents a fixed measure of each employee’s compensation arrangements that is not subject to fluctuation as a result of financial or operational performance in a given year.

▪	For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on March 1, 2018. For permanent employees hired during fiscal 2018, we annualized their compensation as if they had been employed for the entire measurement period.

▪

Mr. Peng succeeded Mr. Gavrielov as our President and Chief Executive Officer on January 29, 2018. As permitted by Item 402(u) of Regulation S‑K, we chose to use the annual total compensation of Mr. Peng, who was serving as our Chief Executive Officer on March 31, 2018, to calculate our pay ratio. Because we have annualized his compensation for purposes of this disclosure, based on his base salary and cash incentive compensation levels after he became CEO, Mr. Peng’s annual total compensation for purposes of the pay ratio calculation is greater than the total compensation as reported for him in our Fiscal 2018 Summary Compensation Table.

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(1)	During most of fiscal 2018, Mr. Peng served as our Chief Operating Officer.

(2)	Mr. Gavrielov retired as President and CEO in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC Rules.

(3)	Mr. Glaser stepped down as Senior Vice President, Corporate Strategy and Marketing in January 2018; he is included as a "named executive officer" for fiscal 2018 as required by SEC rules.

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

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