Xilinx Inc. and Subsidiaries - Page 36

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         parties involved in cost-sharing arrangements.  Yet, the size of             
         the spread is affected by a variety of factors, many of which are            
         not within the control of the contracting parties.  More                     
         specifically, the size of the spread is based on the exercise                
         price and the stock price on the exercise date.  It is                       
         indisputable that changes in stock prices are frequent and                   
         unpredictable, and that a wide variety of external factors may               
         influence such prices.  In fact, the entire market, or stock in              
         individual companies, may move up or down based on market and                
         industry trends and a myriad of factors including, but not                   
         limited to, inflation, interest and unemployment rates, consumer             
         demand, energy prices, programmed trading, etc.  As a result,                
         petitioner’s stock price may move in response to such trends and             
         be affected by these factors.  For example, respondent concedes              
         that he does not know whether the rises in petitioner’s stock                
         price were attributable to increases in the market as a whole or             
         the semiconductor industry in particular.                                    
              Stock prices are also sometimes affected by investor trading            
         based on erroneous information.  In such cases, a temporary                  
         change in stock price may be based on transient misperceptions of            
         value among investors.                                                       
              The spread is also significantly affected by an employee’s              
         investment decision regarding when to exercise the option.                   
         Indeed, the timing of the ESO-holder’s decision to exercise the              





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