Xilinx Inc. and Subsidiaries - Page 10

         January and July.  Eligible employees could participate in the               
         ESPP by completing a Subscription Agreement authorizing payroll              
         deductions.  During a 24-month offering period, employees could              
         contribute to the plan through payroll deductions in any amount              
         between 2 and 15 percent of their total compensation.  Upon                  
         exercise, petitioner would deduct the exercise price from the                
         employee’s accumulated payroll deductions.  The exercise price               
         was equal to the lower of 85 percent of the stock’s market price             
         on the offering date (i.e., the first day of each offering                   
         period), or 85 percent of the stock’s market price on the                    
         exercise date.  Stock could be purchased twice a year (i.e., on              
         June 30 and December 31).                                                    
              Petitioner also maintained a stock buy-back program.                    
         Pursuant to the program, petitioner, during 1997, 1998, and 1999,            
         purchased stock from stockholders and transferred such stock                 
         (i.e., treasury shares) to employees who had exercised options or            
         purchased stock pursuant to petitioner’s ESPP.                               
         IV. Petitioner’s Stock Option Intercompany Agreements With XI                
              On March 31, 1996, petitioner and XI entered into The Xilinx            
         Ireland/Xilinx, Inc. Stock Option Intercompany Agreement.  The               
         purpose of the Stock Option Intercompany Agreement was to allow              
         XI employees to acquire stock in petitioner.  The Stock Option               
         Intercompany Agreement provided that the cost incurred by                    
         petitioner for the grant or exercise of options by XI employees              

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Last modified: May 25, 2011