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A. 1988 Stock Option Plan
In 1988, petitioner established the Xilinx 1988 Stock Option
Plan (1988 Stock Option Plan). The 1988 Stock Option Plan
provided for the grant of ISOs and NSOs. Under the 1988 Stock
Option Plan, petitioner granted options as part of the employee
hiring process and retention program. Petitioner also granted
merit and discretionary stock options. Merit options were based
on job performance and granted after an employee’s annual review.
Discretionary stock options were a separate pool of options made
available to petitioner’s vice presidents to reward their
subordinates for significant project achievements.
Under the 1988 Stock Option Plan, former employees generally
could exercise options if the exercise occurred within 30 days
after the cessation of the employee’s tenure at the company. In
April of 1998, the 1988 Stock Option Plan was replaced by the
Xilinx, Inc. 1997 Stock Plan (1997 Stock Option Plan). The 1997
Stock Option Plan provided for the grant of ESPP purchase rights
in addition to ISOs and NSOs.
B. 1990 Employee Qualified Stock Purchase Plan
The Xilinx, Inc. 1990 Employee Qualified Stock Purchase Plan
(ESPP) allowed full-time employees to purchase petitioner’s stock
at a discount. Beginning January 1, 1990, the ESPP provided 24-
month offering periods which commenced during the beginning of
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