UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A





(Mark One)

|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2016

or



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 001-34791







LOGO

MagnaChip Semiconductor Corporation

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 83-0406195                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520

Luxembourg, Grand Duchy of Luxembourg

(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code:
(352) 45-62-62

Securities registered pursuant
to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which
registered
|Common Stock, par value $0.01 per share |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files.    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☒
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  | 
|                        |  |                                                  |  | Emerging growth company   |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

State the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter. $122,983,293

As of March 31, 2017, the registrant had 33,553,688 shares of common stock outstanding.









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Explanatory Note

MagnaChip Semiconductor Corporation (MagnaChip, the Company, we, us, or our) is filing this
Amendment No. 1 on Form 10-K/A (this Amendment or this Report) to amend our Annual Report on Form 10-K for the year ended December 31,
2016, originally filed with the Securities and Exchange Commission (the SEC) on February 21, 2017 (the Original 10-K Filing), solely for the purpose of including the information
required by Part III of Form 10-K. Such information was previously omitted from the Original 10-K Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference to our definitive proxy statement for the 2017 Annual
Meeting of Stockholders if such proxy statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form 10-K. The reference on the
cover of the Original 10-K Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original 10-K Filing is hereby
deleted.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), Part III, Items 10 through 14 of the Original 10-K Filing are hereby amended and restated in their entirety. In addition, we are also including Exhibits 31.3 and 31.4 required by the filing of
this Amendment and have consequently amended and restated Part IV, Item 15 of the Original 10-K Filing as set forth herein. This Amendment does not amend or otherwise update any other information in the
Original 10-K Filing. Accordingly, this Amendment should be read in conjunction with the Original 10-K Filing and with our filings with the SEC subsequent to the
Original 10-K Filing.



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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2015

TABLE OF CONTENTS



|                                                                                                              |  |      |     | 
|------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                              |  | Page |    
|PART III                                                                                                      |  |      |     | 
|Item 10.      
Directors, Executive Officers and Corporate Governance                                         |  |      | 1   | 
|Item 11.      Executive
Compensation                                                                          |  |      | 6   | 
|Item 12.      
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  |      | 30  | 
|Item 13.      
Certain Relationships and Related Transactions, and Director Independence                      |  |      | 34  | 
|Item 14.      
Principal Accountant Fees and Services                                                         |  |      | 35  | 
|PART IV                                                                                                       |  |      |     | 
|Item 15.      
Exhibits and Financial Statement Schedules                                                     |  |      | 36  | 
|SIGNATURES                                                                                                    |  |      |     | 
|EXHIBIT INDEX                                                                                                 |  |      | A-1 | 



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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth certain information regarding our current directors and executive officers:



|                    |  |     |    |  |          |                                                                                                                                                                     
|------------------- |  | --- | -- |  | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                |  | Age |    |  | Position
|Gary Tanner         |  |     | 64 |  |          | Non-Executive Chairman of the Board of Directors and Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee
|Melvin L. Keating   |  |     | 70 |  |          | Director and Chair of the Audit Committee                                                                                                                           
|Randal Klein        |  |     | 51 |  |          | Director and Member of the Risk Committee                                                                                                                           
|Ilbok Lee           |  |     | 71 |  |          | Director, Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee and the Risk Committee                                
|Camillo Martino     |  |     | 55 |  |          | Director, Chair of the Compensation Committee and Member of the Nominating and Corporate Governance Committee                                                       
|Nader Tavakoli      |  |     | 59 |  |          | Director, Chair of the Risk Committee and Member of the Audit Committee and the Compensation Committee                                                              
|Young-Joon (YJ) Kim |  |     | 52 |  |          | Director, Chief Executive Officer                                                                                                                                   
|Jonathan Kim        |  |     | 43 |  |          | Chief Financial Officer, Executive Vice President and Chief Accounting Officer                                                                                      
|Theodore Kim        |  |     | 48 |  |          | Chief Compliance Officer, Executive Vice President, General Counsel and Secretary                                                                                   
|Tae Jong Lee        |  |     | 54 |  |          | Executive Vice President and General Manager, Foundry Services Group                                                                                                
|Woung Moo Lee       |  |     | 54 |  |          | Executive Vice President and General Manager, Standard Products Group                                                                                               

Gary Tanner, Non-Executive Chairman of the Board of Directors
and Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Tanner became our Non-Executive Chairman of the Board of Directors in
September 2016 and our director in August 2015. Mr. Tanner served as Executive Vice President and Chief Operations Officer of International Rectifier Corporation from January 2013 to July 2015. Mr. Tanner also served as a Director at STATS
ChipPac Ltd. from July 2012 until August 2015. Prior to joining International Rectifier Corporation, Mr. Tanner was the principal in GWT Consulting and Investments LLC, a firm that provided consulting services to International Rectifier
Corporation from January through December 2012. Mr. Tanner previously served as Chief Executive Officer at Zarlink Semiconductor, Inc. (Zarlink), from May 2011 to October 2011, when Zarlink was acquired by Microsemi Corporation in
October 2011. Prior to his role as Chief Executive Officer of Zarlink, from November 2009 to May 2011, Mr. Tanner served as Chief Operating Officer at that company. Mr. Tanner joined Zarlink in August 2007 as Senior Vice President of
Worldwide Operations via the acquisition of Legerity, Inc., where Mr. Tanner served as the Vice President of Operations from November 2002 until August 2007. Before Legerity/Zarlink, Mr. Tanner worked for nine years at Intel Corporation,
where he held various positions managing domestic and international manufacturing operations. Prior to Intel, Mr. Tanner held various management positions in fab operations at National Semiconductor, Texas Instruments and NCR Corporation. Our
Board of Directors has concluded that Mr. Tanner should serve on the Board of Directors based upon his extensive experience in the semiconductor industry.

Melvin L. Keating, Director and Chair of the Audit Committee. Mr. Keating became our director in August 2016.
Mr. Keating serves as a consultant, providing investment advice and other services to private equity firms, since November 2008. Mr. Keating also serves as a director of Red Lion Hotels Corporation, a hospitality company primarily engaged
in the franchising, ownership and operation of hotels, since July 2010 and served as Chairman of the Board of Directors from January 2013 through September 2015. In addition, since September 2015, Mr. Keating serves as a director of Agilysys
Inc., a leading technology company that provides innovative software for point-of-sale (POS), property management, inventory and procurement, workforce management,
analytics, document management and mobile and wireless solutions and services to the hospitality industry. Mr. Keating also currently serves as a director of ModSys International Ltd. (NASDAQ: MDSY) (formerly BluePhoenix Solutions Ltd. (NASDAQ:
BPHX)), a legacy platform modernization provider, and served as the Chairman of its Board of Directors from May 2015 through February 2016. During the past 5 years, Mr. Keating also served on the Boards of Directors of the following public
companies: API Technologies Corp.; Integral Systems Inc. (October 2010July 2011); and Crown Crafts Inc. (August 2010August 2013). Mr. Keating holds a B.A. degree in Art History from Rutgers University, as well as an M.S. in
Accounting and an M.B.A. in Finance, both from the Wharton School of the University of Pennsylvania. Our Board of Directors has concluded that Mr. Keating should serve on the Board of Directors based upon his extensive experience advising
technology companies.

Randal Klein, Director and Member of the Risk Committee. Mr. Klein became our director in
November 2009. Mr. Klein joined Avenue in 2004, and is currently a Portfolio Manager at Avenue where he assists with the direction of the investment activities of the Avenue U.S. strategy with a particular focus on restructurings and
transactions while previously directing the investment activities of the Avenue Trade Claims funds. Previously, Mr. Klein was a Senior Vice President of the Avenue U.S. Funds. In such capacity, Mr. Klein was responsible for managing
restructuring activities and identifying, analyzing and modeling investment opportunities for the Avenue U.S. strategy. Prior to joining Avenue, Mr. Klein was a Senior Vice President at Lehman Brothers, where



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his responsibilities included restructuring advisory work, financial sponsors coverage, mergers and acquisitions and corporate finance. Prior to Lehman, Mr. Klein worked in sales, marketing
and engineering as an aerospace engineer for The Boeing Company. Mr. Klein is a National Association of Corporate Directors (NACD) Board Leadership Fellow. Mr. Klein holds a B.S. in Aerospace Engineering, conferred with Highest Distinction
from the University of Virginia, and an M.B.A. in Finance, conferred as a Palmer Scholar, from the Wharton School of the University of Pennsylvania. Our Board of Directors has concluded that Mr. Klein should serve on the Board of Directors
based upon his 22 years of experience as a financial advisor and investment manager.

Ilbok Lee, Director, Chair of the Nominating
and Corporate Governance Committee, and Member of the Compensation Committee and the Risk Committee. Dr. Lee became our director in August 2011. Dr. Lee is the Executive Chairman of Silego Technology, Inc., a semiconductor company,
or Silego, serving as Executive Chairman since August 2016. Dr. Lee also served as Silegos Chairman of the Board from March 2015 to August 2016 and as Silegos Chief Executive Officer since Silegos inception in October 2001
until August 2016. He also served as Silegos President from October 2001 until March 2015. From April 1999 to September 2001, Dr. Lee served as Senior Vice President and General Manager of the Timing Division at Cypress Semiconductor
Corp., a public semiconductor company, and from May 1992 to March 1999 served as President and Chief Executive Officer of IC Works, Inc., a semiconductor company he co-founded that was acquired by Cypress in
2001. Dr. Lee co-founded Samsung Semiconductor, Inc. (U.S.A.) in July 1983 and served in various positions at the company, including President and Chief Executive Officer, until May 1992. Prior to
Samsung, Dr. Lee served in various technical and managerial positions at Intel and National Semiconductor. Dr. Lee served as a member of the board of directors for Sierra Monolithic, a privately held semiconductor company, from 2002
through 2009. Dr. Lee received a Ph.D. and M.S.E.E. from the University of Minnesota and a B.S.E.E. from Seoul National University. Our Board of Directors has concluded that Dr. Lee should serve on the Board of Directors based upon his
extensive experience in the semiconductor industry.

Camillo Martino, Director, Chair of the Compensation Committee and Member of
the Nominating and Corporate Governance Committee. Mr. Martino became our director in August 2016. Mr. Martino also serves as a Board Member and Executive Advisor to technology companies. Mr. Martino also served as a director
and the Chief Executive Officer of Silicon Image, Inc. (formerly NASDAQ:SIMG), a leading provider of wired and wireless video, audio and data connectivity solutions, from January 2010 until the completion of its sale to Lattice Semiconductor
Corporation in March 2015. From January 2008 to December 2009, Mr. Martino served as Chief Operating Officer of SAI Technology Inc., a privately held company where he also served as a director from June 2006 to November 2010. From July 2005 to
June 2007, Mr. Martino served as the President, CEO and Director of Cornice Inc., a privately held technology company focused on storage solutions. From August 2001 to July 2005, Mr. Martino served as the Executive Vice President and Chief
Operating Officer at Zoran Corporation, a global semiconductor company. Prior to that, Mr. Martino held multiple positions with National Semiconductor Corporation for a total of nearly 14 years. Mr. Martino holds a Bachelor of Applied
Science in Electronics Engineering from the University of Melbourne and a Graduate Diploma in Digital Communications from Monash University (Australia). Our Board of Directors has concluded that Mr. Martino should serve on the Board of
Directors based upon his extensive experience advising technology companies.

Nader Tavakoli, Director, Chair of the Risk Committee,
and Member of the Audit Committee and the Compensation Committee. Mr. Tavakoli became our director in November 2009. Mr. Tavakoli served as the President and Chief Executive Officer of Ambac Financial Group, Inc., or AFG, a
financial services company, from January 2016 to December 2016 and served as the interim President and Chief Executive Officer of AFG from January 2015 to January 2016. Mr. Tavakoli also served as a director of AFG from May 2013 to
December 2016, and was co-chairman of the board of AFG from May 2013 until December 2014. In addition, Mr. Tavakoli served as the Executive Chairman of AFGs wholly owned subsidiary, Ambac Assurance
Corporation, or AAC, from January 1, 2015 to May 7, 2016, and served as a member of the audit committee and chairman of the compensation committee of AFG and AAC from May 2013 until December 2014. Mr. Tavakoli is also the Chairman and
Chief Executive Officer of EagleRock Capital Management, a private investment partnership based in New York City. Prior to founding EagleRock in 2002, Mr. Tavakoli managed substantial investment portfolios with Odyssey Partners and Highbridge
Capital Management. During his nearly 25 year investment career, Mr. Tavakoli has made substantial investments across numerous industries, including significant investments in semiconductor, technology and telecommunications companies.
Mr. Tavakoli began his professional career as an attorney with the New York City law firm of Milbank, Tweed, Hadley and McCloy, where he represented institutional clients in banking, litigation and corporate restructuring matters.
Mr. Tavakoli was a director of NextWave Wireless, Inc., prior to that companys acquisition by AT&T Inc. in January 2013. Mr. Tavakoli also serves on the board of MF Global Holding Ltd., and also serves as the companys
Litigation Trustee, pursuing claims against former management and others on behalf of the company. Mr. Tavakoli is the past chair of the Montclair State University Foundation Board and its investment committee. Mr. Tavakoli holds a B.A. in
History from Montclair State University, where he was selected Valedictorian, and a Juris Doctor from the Rutgers Law School, where he was an Editor of the Rutgers Law Review. Our Board of Directors has concluded that Mr. Tavakoli should serve
on the Board of Directors based upon his extensive executive management, corporate governance and investing experience.



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Young-Joon (YJ) Kim, Director, Chief Executive Officer. Mr. YJ Kim became
our Chief Executive Officer and director in May 2015. Mr. Kim joined MagnaChip in May 2013 and served as our Executive Vice President and General Manager, Display Solutions Division. He was promoted to Interim Chief Executive Officer in May
2014. He also served as the acting General Manager of our Foundry Services Group from May to November 2015. Prior to joining our Company, Mr. Kim held a variety of senior management roles at several global semiconductor firms in a career
spanning nearly 30 years. His past roles include marketing, engineering, product development and strategic planning, and his product expertise includes microprocessors, network processors, FLASH, EPROM, analog, mixed-signal, sensors, workstations
and servers. Immediately before joining MagnaChip, Mr. Kim served as Vice President, Infrastructure Processor Division, and General Manager of the Multi-Core Processor Group of Cavium, Inc., where he worked from 2006 to 2013. Prior to Cavium,
Mr. Kim served as Core Team Lead and General Manager of the Tolapai Program at Intel Corporation from 2004 to 2006. In 1988, Mr. Kim co-founded API Networks, a joint venture between Samsung and
Compaq, where he served as the head of product management, worldwide sales and business development for Alpha processors. Prior to API Networks, Mr. Kim served as Director of Marketing at Samsung Semiconductor, Inc. from 1996 to 1998.
Mr. Kim began his career as a product engineer at Intel Corporation. Mr. Kim holds B.S. and M.Eng degrees in Electrical Engineering from Cornell University. Our Board of Directors has concluded that Mr. YJ Kim should serve as a
director based on his understanding of the Companys products and technology as our Chief Executive Officer and his deep knowledge of the semiconductor industry.

Jonathan Kim (J. Kim), Chief Financial Officer, Executive Vice President and Chief Accounting Officer. Mr. J. Kim became
our Chief Financial Officer and Executive Vice President in May 2015, after serving as our Interim Chief Financial Officer, Chief Accounting Officer and Senior Vice President since March 2014. Prior to joining our Company, Mr. J. Kim
served since July 2010 as the Chief Financial Officer of Startforce, Inc., a VC backed desktop virtualization company, which was acquired in February 2011 by ZeroDesktop, Inc., a leading developer of next-generation desktop virtualization and cloud
computing solutions. Mr. J. Kim continued to serve as the Chief Financial Officer at ZeroDesktop through March 2014. Mr. J. Kim also served a principal at a Silicon Valley based investment and advisory firm where he led investments in
startup companies in the U.S. and Korea. Mr. J. Kim began his career in public accounting and held various positions with Deloitte for nearly ten years, serving Global Fortune 500 and U.S. multinational publicly traded clients in the
Technology, Media & Telecommunication sectors. Mr. J. Kim holds a B.A. degree in Business Administration from the Foster School of Business at University of Washington and is a Certified Public Accountant.

Theodore Kim (T. Kim), Chief Compliance Officer, Executive Vice President, General Counsel and Secretary. Mr. T. Kim became
our Chief Compliance Officer and Executive Vice President in May, 2015, and became our General Counsel and Secretary in November 2013. Mr. T. Kim previously served as our Senior Vice President from November 2013 to May 2015. Prior to joining
our Company, Mr. T. Kim served as Head Lawyer, Global Business Development at Samsung Fire & Marine Insurance from October 2012 to October 2013. Mr. T. Kim was employed by Gibson, Dunn & Crutcher LLP, a law firm, from
October 2005 to July 2012, serving most recently as Of Counsel. Prior to that, he served as Foreign Legal Consultant at Kim & Chang, a law firm in Korea, from 2001 to 2005. Mr. T. Kim holds a B.A. degree in Economics and a B.S. degree
in Mechanical Engineering from the University of California, Irvine, and a J.D. degree from the University of California, Los Angeles, School of Law.

Tae Jong Lee, Executive Vice President and General Manager, Foundry Services Group. Mr. Lee became our General Manager,
Foundry Services Group, in November 2015 and became our Executive Vice President in December 2011, after serving successively as Senior Vice President and Vice President and General Manager, Corporate Engineering, since September 2007. Prior to
joining our Company, Mr. Lee served as Director of the Technology Development Division, Chartered Semiconductor Manufacturing, in Singapore from 1999 to August 2007. Mr. Lee holds B.S. and M.S. degrees from Seoul National University, and a
Ph.D in Physics from the University of Texas at Dallas.

Woung Moo Lee, Executive Vice President and General Manager, Standard
Products Group. Mr. Woung Moo Lee became our Executive Vice President and General Manager, Standard Products Group in November 2015. He previously served as our Senior Vice President, Korea Sales from 2013. Prior to joining our Company,
he was one of the founding executives and served as Vice President, Global Strategy and Marketing, Samsung LED Co., Ltd. from 2009 to 2011. In 1984, Mr. Lee began his career as a memory semiconductor design engineer and served as Vice President
of Memory Strategy & Marketing Team at Samsung Electronics Co., Ltd. until 2009. Mr. Lee received the Proud Samsung Employee Award in 2005 and holds a B.S. degree in Electronic Engineering from Inha University.

Involvement in Certain Legal Proceedings

Tae Jong Lee was an officer during our Chapter 11 reorganization proceedings in 2009.

Section 16(a) Beneficial Ownership Reporting Compliance

Compliance with Section 16(a) of the Exchange Act requires the Companys executive officers and directors, and persons who own more
than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of all
Section 16(a) forms they file.



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Based solely on a review of the copies of such forms furnished to the Company, the Company
believes that during 2016 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were in compliance with Section 16(a), except that late Form 4 filings were filed on March 16,
2016 on behalf of Gary Tanner, Ilbok Lee, Nader Tavakoli, R. Douglas Norby (who was then serving as a director of the Company), Michael Elkins (who was then serving as a director of the Company), YJ Kim, J. Kim, T. Kim, Tae Jong Lee and Woung Moo
Lee relating to a grant of restricted stock units and stock options made to each such director or officer on March 11, 2016.

Code of Business
Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees.
Wewill provide a copy of our Code of Business Conduct and Ethics without charge to any person upon written request made to our Secretary at MagnaChip Semiconductor Corporation, c/o MagnaChip Semiconductor, Inc., 60 South Market Street, Suite 750,
San Jose, CA 95113. Our Code of Business Conduct and Ethics is also available on our website at www.magnachip.com. We will disclose any waivers or amendments to the provisions of our Code of Business Conduct and Ethics on our website.

Assessment of Risk

Our Board believes that our
compensation programs are designed such that they will not incentivize unnecessary risk-taking. The base salary component of our compensation program is a fixed amount and does not depend on performance. Payout levels under our cash incentive
program are capped and payout opportunities may be achieved on a straight-line interpolation basis between threshold and target levels, and between the target and maximum levels. In addition, non-GAAP
performance metrics are used in our cash incentive program to align achievement with our business strategy. Our equity awards are limited by the terms of our equity plans to a fixed maximum amount specified in the plan, and are subject to vesting to
align the long-term interests of our executive officers with those of our equityholders.

Committees

The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance
Committee and the Risk Committee. The Board of Directors establishes ad hoc committees from time to time, which currently include the Finance Committee, the Strategic Review Committee and the Advisory Committee.

The Board of Directors has adopted written charters for the Audit Committee, the Compensation Committee, the Nominating and Corporate
Governance Committee and the Risk Committee. These charters, as well as our Code of Business Conduct and Ethics and our Corporate Governance Guidelines, are posted and available on our website at www.magnachip.com. The information on or accessible
through our website is not a part of or incorporated by reference in this Report.

Audit Committee

Our Audit Committee consists of Mr. Keating, as Chair, Mr. Tanner and Mr. Tavakoli. Our Board of Directors has determined that
Mr. Keating is an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Our Board of Directors has also determined that each of
Mr. Keating, Mr. Tanner and Mr. Tavakoli is independent as that term is defined in Section 303A of the New York Stock Exchange (NYSE) listing standards and Rule 10A-3
promulgated under the Exchange Act.

The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee
charter is posted and available on our website at www.magnachip.com. The information on or accessible through our website is not a part of or incorporated by reference in this Report.

Compensation Committee

Our Compensation
Committee consists of Mr. Martino, as Chair, Dr. Lee, Mr. Tanner and Mr. Tavakoli. Our Board of Directors has determined that each of Mr. Martino, Dr. Lee, Mr. Tanner and Mr. Tavakoli is independent under
applicable NYSE listing standards.

The Compensation Committee has overall responsibility for evaluating and approving our executive
officer and director compensation plans, policies and programs, as well as all equity-based compensation plans and policies.



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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Dr. Lee, as Chair, Mr. Martino and Mr. Tanner. Our Board of
Directors has determined that each of Dr. Lee, Mr. Martino and Mr. Tanner is independent under applicable NYSE listing standards.

The Nominating and Corporate Governance Committee identifies individuals qualified to become board members, recommends director nominees,
recommends board members for committee membership, develops and recommends corporate governance principles and practices, oversees the evaluation of our Board of Directors and its committees and formulates a description of the skills and attributes
of desirable board members. The Nominating and Corporate Governance Committee will also consider candidates recommended by our stockholders so long as the proper procedures are followed.

Risk Committee

Our Risk Committee
consists of Mr. Tavakoli, as Chair, Mr. Klein and Dr. Lee. The Risk Committee assists the Board of Directors in its oversight of the Companys management of key risks, as well as the guidelines, policies and processes for
monitoring and mitigating such risks. The Risk Committees primary responsibility is to oversee and approve the implementation of Company-wide risk and crisis management best practices. Other responsibilities of the Risk Committee include
providing input to management in identifying, assessing, mitigating and monitoring enterprise-wide risks the Company faces and reviewing the Companys business practices, compliance activities and enterprise risk management and making
recommendations to the Board of Directors related to such review.

Board Leadership Structure

Separation of Chairman and Chief Executive Officer

Our Corporate Governance Guidelines state that the Board of Directors shall elect its Chairman and appoint the Companys Chief Executive
Officer according to its view of what is best for the Company at any given time. The Board of Directors does not believe there should be a fixed rule as to whether the offices of Chairman and Chief Executive Officer should be vested in the same
person or two different people, or whether the Chairman should be an employee of the Company or should be elected from among the non-employee directors. The needs of the Company and the individuals available
to play these roles may dictate different outcomes at different times, and the Board of Directors believes that retaining flexibility in these decisions is in the best interest of the Company.

Currently, Mr. Tanner serves as the Companys Chairman of the Board of Directors and Mr. YJ Kim serves as the Companys
Chief Executive Officer. The Board of Directors may, however, make changes to its leadership structure in the future as it deems appropriate.

Lead
Director

In the event that positions of Chairman and Chief Executive Officer are held by the same person, on an annual basis the
independent members of the Board of Directors will select a lead director from the independent directors then serving on the Board of Directors (the Lead Director). The length of service as Lead Director is subject to the Board of
Directorss discretion, but will be a minimum of one year. The Lead Director has the authority to call meetings of the independent directors.

Executive Sessions of the Board of Directors

The Companys non-management directors meet at regularly scheduled Board of Directors meetings in
executive session without management present. In 2016, the Chairman presided over the meetings of the non-management directors. In addition, in accordance with our Corporate Governance Guidelines, the
independent members of the Board of Directors meet at least twice a year in executive session, with the Chairman setting the agenda and presiding over such meetings.

Presiding Director

In accordance with
our Corporate Governance Guidelines, the presiding director of the Board of Directors is the Chairman of the Board of Directors, if present, or in such persons absence and if applicable, the Lead Director, or in such persons absence, the
Audit Committee Chairman, or in such persons absence, the independent director present who has the most seniority on the Board of Directors. The presiding director presides at all meetings of the Board of Directors and is responsible for
chairing the Board of Directors executive sessions.



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Item 11. Executive Compensation

Compensation Discussion and Analysis

Compensation
Philosophy and Objectives

The Compensation Committee of our Board of Directors (the Committee) has overall
responsibility for administering our compensation program for our named executive officers. The Committees responsibilities consist of evaluating, approving and monitoring our executive officer and director compensation plans,
policies and programs, as well as each of our equity-based compensation plans and policies. For 2016, our named executive officers were:



| |  |  | Young-Joon Kim, our Chief Executive Officer;
| | - |  | --------------------------------------------



| |  |  | Jonathan Kim, our Chief Financial Officer, Executive Vice President and Chief Accounting Officer;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Theodore Kim, our Chief Compliance Officer, Executive Vice President, General Counsel and Secretary;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Tae Jong Lee, our Executive Vice President and General Manager, Foundry Services Group; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Woung Moo Lee, our Executive Vice President and General Manager, Standard Products Group.
| | - |  | -----------------------------------------------------------------------------------------

The
Committee seeks to establish total compensation for executive officers that is fair, reasonable and competitive. The Committee evaluates our compensation packages to ensure that:



| |  |  | we maintain our ability to attract and retain superior executives in critical positions;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | our executives are incentivized and rewarded for corporate growth, achievement of long-term corporate objectives and individual performance that meets or exceeds our expectations without encouraging unnecessary
risk-taking; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | compensation provided to critical executives remains competitive relative to the compensation paid to similarly situated executives of companies in the semiconductor industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Committee believes that the most effective executive compensation packages align executives interests with those of our stockholders
by rewarding performance that exceeds specific annual, long-term and strategic goals that are intended to improve stockholder value. These objectives include the achievement of financial performance goals and progress on projects that our Board of
Directors anticipates will lead to future growth, as discussed more fully below.

The information set forth below in this Compensation
Discussion and Analysis describes the Committees general philosophy and historical approach.

Say on Pay Vote and Stockholder Input

The Committee also seeks to ensure that the compensation paid to the Companys executive officers is aligned with the
interests of the Companys stockholders. In that respect, as part of its ongoing review of the compensation paid to the Companys executive officers, the Committee considered the approval by approximately 96.8% of the votes cast for the
Say on Pay vote relating to the compensation of our named executive officers at the Companys 2015 Annual Meeting of Stockholders and determined that the Companys executive compensation philosophy, compensation objectives, and
compensation elements continued to be appropriate and did not make any changes to the Companys executive pay program for 2016.

Timing of
Compensation Decisions

At the end of each fiscal year, our chief executive officer reviews the performance of the other executive
officers and presents his conclusions and recommendations to the Committee. At that time and throughout the year, the Committee also evaluates the performance of our chief executive officer, which is measured in substantial part against our
consolidated financial performance. In the first quarter of 2016, the Committee then assessed the overall functioning of our compensation plans against our goals, and determined whether any changes to the allocation of compensation elements, or the
structure or level of any particular compensation element, were warranted.

In connection with this process, our Committee generally
establishes the elements of our short-term cash incentive plan for the upcoming year. With respect to newly hired employees, our practice is typically to approve equity grants at the first meeting of the Committee following such employees hire
date. We do not have any program, plan or practice to time equity award grants in coordination with the release of material non-public information. From time to time, additional equity awards may be granted to
executive officers during the fiscal year.



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Role of Executive Officers in Compensation Decisions

For named executive officers other than our chief executive officer, we have historically sought and considered input from our chief executive
officer in making determinations regarding executive compensation. Our chief executive officer annually reviews the performance of our other named executive officers. Our chief executive officer subsequently presents conclusions and recommendations
regarding the compensation of such officers, including proposed salary adjustments and incentive amounts, to the Committee. The Committee then takes this information into account when it makes final decisions regarding any adjustments or awards.

The review of performance by the Committee and our chief executive officer of other executive officers is both an objective and
subjective assessment of each executives contribution to our performance, leadership qualities, strengths and weaknesses and performance relative to goals set by the Committee or our chief executive officer, as applicable. The Committee and
our chief executive officer do not systematically assign a weight to the factors, and may, in their discretion, consider or disregard any one factor which, in their sole discretion, is important to or irrelevant for a particular executive.

The Committees annual determinations regarding executive compensation are subject to the terms of the respective service agreements
between us and the named executive officers (as set forth in more detail below). In addition to the annual reviews, the Committee also typically considers compensation changes upon a named executive officers promotion or other change in job
responsibility. Neither our chief executive officer nor any of our other executives participate in deliberations relating to their own compensation.

Role of Compensation Consultant

The Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our
executive compensation program and the decisions resulting from its annual executive compensation review. For 2016, the Committee retained Compensia Inc. (Compensia), a national compensation consulting firm, to serve as its compensation
consultant. This compensation consultant serves at the discretion of the Committee.

During 2016, Compensia provided the following
services:



| |  |  | assisted the Committee in determining the design and amount of equity awards for the key executives and Board members; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | assisted the Committee in determining the appropriate pool of stock to grant to all employees in 2016.
| | - |  | ------------------------------------------------------------------------------------------------------

In 2016, Compensia did not provide any services to us other than the consulting services to the Committee. The Committee regularly reviews the
objectivity and independence of the advice provided by its compensation consultant on executive compensation. In 2016, the Committee considered the six specific independence factors adopted by the SEC and reflected in the NYSE listing standards and
determined that the work performed by Compensia did not raise any conflicts of interest.

Elements of Compensation

In making decisions regarding the pay of the named executive officers, the Committee looks to set a total compensation package for each officer
that will retain high-quality talent and motivate the officer to achieve the goals set by our Board of Directors. Our 2016 compensation package was comprised of the following elements:



| |  |  | annual base salary;
| | - |  | -------------------



| |  |  | short-term cash incentives;
| | - |  | ---------------------------



| |  |  | long-term equity incentives;
| | - |  | ----------------------------



| |  |  | a health and welfare benefits package that is generally available to all of our employees;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | expatriate and other executive benefits; and
| | - |  | --------------------------------------------



| |  |  | limited post-employment or change in control benefits pursuant to individual severance agreements.
| | - |  | --------------------------------------------------------------------------------------------------

Determination of Amount of Each Element of Compensation

General Background

The Committee seeks to
establish a total cash compensation package for our named executive officers that is competitive with the compensation for similarly situated executives in our compensation peer group, subject to adjustments based on each executives experience
and performance. Historically, based on our review of industry-specific survey data and the professional and market experience of our Committee members, we measured total cash compensation for our



7



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named executive officers against cash compensation paid to executives at similarly situated companies which we determined to be in our select peer group. Base salaries for our named executive
officers would then be set at competitive levels as compared to similarly situated executives in the select peer group. Short-term cash incentives would be put in place to provide for opportunities that may result in competitive levels of cash
compensation as compared to our select peer group if, and depending upon the extent to which, our performance and that of our named executive officers exceeded expectations and the goals established by the Committee for the applicable year.

Competitive Positioning

For
purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group
were selected on the basis of their similarity to us in size, industry focus and geographic location.

In October 2014, with the
assistance of Compensia, the Committee developed our compensation peer group based on U.S.-based semiconductor companies. We focused on U.S.-based semiconductor companies because our highest ranking executives are U.S. expatriates who have
opportunities to work with U.S.-based semiconductor companies. The companies in this compensation peer group were selected on the basis of their similarity to us, based on the following criteria:



| |  |  | industrysemiconductors;
| | - |  | ------------------------



| |  |  | similar revenue size~0.5x to ~2.0x our last four fiscal quarter revenue of approximately $856 million (approximately $428 million to approximately $1.7 billion);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | executive positions similar in breadth, complexity and/or scope of responsibility; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | competitors for executive talent.
| | - |  | ---------------------------------

The Committee approved the use of the market data from this
peer group for our December 2014 executive compensation market assessment, which was used for setting executive compensation in 2016:



|                                                                                                                                    |  |                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Cirrus Logic Cypress Semiconductor
Diodes Fairchild Semiconductor
Integrated Device Tech International Rectifier
Intersil Microsemi |  | OmniVision Technologies PMC-Sierra RF Micro Devices
Semtech Silicon Laboratories
Spansion SunEdison Semiconductor
TriQuint Semiconductor

The Committee used the market data from this peer group that was developed in 2014 as a reference point in its
2016 executive compensation decisions along with compensation data from the Radford Global Technology Survey as of July 2014 for companies with annual revenues between $500 million and $1 billion, with median revenues of $739 million.

The Committee reviews our compensation peer group periodically prior to assessing executive compensation and makes adjustments to its
composition, taking into account changes in both our business and the businesses of the companies in the peer group. The Committee is currently reviewing and revising our peer group for 2017.

The Committee historically makes annual determinations regarding cash incentive compensation based on our annual operating plan, which we
usually adopt in December preceding each fiscal year. The determination takes into account our expected performance in the coming fiscal year. The Committee makes all equity compensation decisions for our officers based on existing compensation
arrangements for other executives at our Company with the same level of responsibility and based on a review of our select peer group with a view to maintaining internal consistency and parity.

Equity awards are not tied to base salary or cash incentive amounts and will constitute lesser or greater proportions of total compensation
depending on market practices and the Committees determination of target grant values. The Committee, relying on the professional and market experience of our Committee members, generally seeks to set equity awards at competitive levels based
on both U.S. and Korean market practices and taking into account our equity plan share pool and projected dilution of our shares outstanding.

The Committee does not apply a formula or assign relative weight in making its determination. Instead, it makes a subjective determination
after considering all information collectively.



8



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The Committee may approve additional cash incentive payments or equity compensation grants
from time to time during the year in its discretion.

Annual Base Salary

Base salary is the guaranteed element of an employees annual cash compensation. The Committee seeks to set the base salaries of our named
executive officers at competitive levels as compared to similarly situated executives in our select peer group, but also takes into account the named executive officers skill set and the value of that skill set. The Committee makes a
subjective decision regarding any changes in base salary based on these factors and the data from our select peer group. The Committee does not systematically assign weights to any of the factors it considers, and may, in its discretion, ignore any
factors or deem any one factor to have greater importance for a particular executive officer. Base salary adjustments generally take effect in the middle of our fiscal year. After considering the factors described above, in March 2016, the Committee
increased the annual base salary for Mr. TJ Lee and Mr. WM. Lee by 72,296,000 Korean won (or an annual base salary of $60,855 based on the monthly average exchange rate for March 2016) and 69,992,000 Korean won (or an annual base salary of
$58,916 based on the monthly average exchange rate for March 2016), respectively. The Committee did not make any other changes to the base salaries of our other named executive officers.

Short-Term Cash Incentives

Short-term
cash incentives are typically designed as a percentage of base salary and may be awarded based on individual performance or our achievement of the annual, long-term and strategic quantitative goals set by the Committee. In December 2009, our Board
of Directors implemented a cash incentive plan effective as of January 1, 2010, which we call the Profit Sharing Plan. The Committee administers the Profit Sharing Plan. In 2016, we provided short-term cash incentive opportunities to our named
executive officers under our Profit Sharing Plan to encourage our named executive officers to achieve certain short-term corporate performance goals. For 2016, the Committee determined that Consolidated Adjusted EBITDA would be the sole performance
goal under the Profit Sharing Plan, which the Committee believes is a key measure of our core operating performance. Consolidated Adjusted EBITDA is equal to our GAAP net income (loss) before interest expense, net, income tax expenses (benefits),
depreciation and amortization, adjusted to exclude (i) restructuring, impairment and other (gain), (ii) equity-based compensation expense, (iii) foreign currency loss (gain), net, (iv) derivative valuation loss (gain), net, and
(v) restatement related expense. In June 2016, the Committee approved an annual Consolidated Adjusted EBITDA performance goal of $35 million based on the Companys annual operating plan for 2016 year.

In June 2016, the Committee also approved the target bonus amounts for each named executive officer (the Target Bonus), as a
percentage of base salary, but with the related dollar amount of bonus awards prorated for the number of months remaining in the 2016 fiscal year, as set forth below.



|                        |  |                                     |     |   |                               |   |         | 
|----------------------- |  | ----------------------------------- | --- | - | ----------------------------- | - | ------- | 
|Named Executive Officer |  | 2016 Target Bonus(% of Base Salary) |     |   | Prorated 2016 TargetBonus ($) |  
|Young-Joon Kim          |  |                                     | 100 | % |                               | $ | 324,917 | 
|Jonathan Kim            |  |                                     | 75  | % |                               | $ | 153,125 | 
|Theodore Kim            |  |                                     | 75  | % |                               | $ | 144,375 | 
|Tae Jong Lee            |  |                                     | 50  | % |                               | $ | 86,585  | 
|Woung Moo Lee           |  |                                     | 60  | % |                               | $ | 103,902 | 

Achievement of 115% of the Consolidated Adjusted EBITDA performance goal resulted in a maximum payout of 150%
of the named executive officers Target Bonus, while achievement of 100% of the Consolidated Adjusted EBITDA performance goal resulted a payout of 100% of such Target Bonus. Achievement below 85% of the Consolidated Adjusted EBITDA performance
goal resulted in no bonus being earned. For performance within the maximum and threshold range, the percentage achievement would be determined based on a linear interpolation.

In February 2017, the Committee determined that the Consolidated Adjusted EBITDA goal was achieved at 115% of target. Although the level of
achievement resulted in the maximum payout of 150% of each named executive officers Target Bonus, management recommended to cap the payout at each individuals Target Bonus in light of our financial situation and the need to maintain
continued vigilance in managing expenses. After taking into account managements recommendation, the Committee determined to exercise negative discretion and approved the payments set forth below.



|                        |  |                       |         | 
|----------------------- |  | --------------------- | ------- | 
|Named Executive Officer |  | Fiscal 2016 Bonus ($) |        
|Young-Joon Kim          |  | $                     | 324,917 | 
|Jonathan Kim            |  | $                     | 153,125 | 
|Theodore Kim            |  | $                     | 144,375 | 
|Tae Jong Lee            |  | $                     | 86,585  | 
|Woung Moo Lee           |  | $                     | 103,902 | 



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Long-Term Equity Incentives

We offer long-term incentive compensation in the form of equity awards as a way to enhance the link between the creation of stockholder value
and executive incentive compensation and to give our named executive officers appropriate motivation and rewards for achieving increases in stockholder value. In 2016, the Committee granted a mix of stock options and time-based restricted stock
units (RSUs) to our named executive officers under our 2011 Equity Incentive Plan, which replaced our 2009 Common Unit Plan immediately following our corporate conversion. We believe that stock options, which we grant with exercise
prices equal to the fair market value of our common stock on the date of grant, provide appropriate long-term incentive compensation for our named executive officers because they are rewarded only to the extent that our stock price appreciates
following the grant date of the stock options, which aligns with our stockholders interest in also seeing the value of their investment grow. We believe that time-based RSUs provide an appropriate balance to other forms of equity awards, help
us achieve our retention objectives and further align the interests of our named executive officers with those of our stockholders.

In
2016, the Committee granted stock options and RSUs to all of our named executive officers. In determining the value of each of these awards, the Committee considered competitive market data (based on the compensation peer group data), as well as its
objective of creating a meaningful retention incentive for each named executive officer and providing rewards for the named executive officers if they successfully achieve increases in stockholder value. Stock options and RSUs granted in 2016 vest
in three equal annual installments on the first three anniversaries of the grant date.

Health and Welfare Benefits

Our named executive officers are eligible to participate in our employee benefit plans which are generally provided for all full-time
employees, and on the same basis as all of our full-time employees in the country in which they are resident. These benefits include individual health insurance (medical, dental, and vision), group personal accident insurance and group business
travel insurance.

Perquisites and Other Benefits

We provide the named executive officers with perquisites and other benefits, including expatriate benefits, that the Committee believes are
reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Generally, perquisites are determined based upon what the Committee considers to be the most customary
perquisites offered by our select peer group and are not based upon a median cost for specific perquisites or for the perquisites in aggregate. The Committee determines the level and types of expatriate benefits for the executive officers based on
local market surveys taken by our human resources group. These surveys are not limited to our select peer group, but include a broad range of companies based outside of Korea but with significant operations in Korea. Attributed costs of the personal
benefits for the named executive officers are set forth in the Summary Compensation Table below.

Mr. YJ Kim, Mr. J. Kim and
Mr. T. Kim were expatriates during 2016, 2015 and 2014, and received expatriate benefits commensurate with market practice in Korea. These benefits, which were determined on an individual basis, included housing allowances, relocation and
repatriation allowances, insurance premiums, reimbursement for the use of a car, home leave flights, living expenses, childrens tuition allowances, tax equalization payments and tax advisory services, each as the Committee deemed appropriate
and in accordance with internal policies approved by our Board of Directors in effect from time to time.

Post-Employment Severance Benefits

Each of our named executive officers is party to a severance agreement that provides certain payments upon his termination of employment and a
change in control of the Company. Please see the section below entitled Agreements with Executives and Potential Payments Upon Termination or Change in Control for further discussion of those benefits.

In addition, pursuant to the Employee Retirement Benefit Security Act, certain executive officers resident in Korea with one or more years of
service are entitled to severance benefits upon the termination of their employment for any reason. For purposes of this section, we call this benefit statutory severance. The base statutory severance is approximately one month of base
salary per year of service. Each of our named executive officers accrued statutory severance in 2016.



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Tax and Accounting Considerations

The Committee considers the accounting impact of equity awards when designing compensation plans and arrangements for our executive officers
and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718), the standard which governs the accounting treatment of stock-based compensation awards. However,
accounting cost is just one factor considered when designing such compensation plans and arrangements for our executive officers and other employees.



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Summary Compensation Table

The following table sets forth certain information concerning the compensation earned during the years ended December 31, 2016, 2015 and
2014, of our named executive officers:



|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |           |    
|------------------------------------------------------------------------------- |  | ---- | ---- |  | --------- | ------- | ------- | -------- |  | ------ | ------------------ |  |  | ----------------- | ------- |  | ------------------------------------------ |  | ------- | ------------------------------------------------------------------------ |  | - | ------------------------ |  |  | -------- | ------ |  |  | ------- | ------- | ---- |  | ------- | --------- | ---
|Name and Principal Position                                                     |  | Year |      |  | Salary($) |         |         | Bonus($) |  |        | OptionAwards($)(1) |  |  | StockAwards($)(1) |         |  | Non-EquityIncentive PlanCompensation($)(2) |  |         | Change inPensionValueand Non-qualifiedDeferredCompensationEarnings($)(3) |  |   | All OtherCompensation($) |  |  | Total($) |       
|Young-Joon Kim                                                                  |  |      | 2016 |  |           |         | 557,396 |          |  |        |                   |  |  |                   | 65,651  |  |                                            |  | 130,646 |                                                                          |  |   | 324,917                  |  |  |          | 45,662 |  |  |         | 507,101 | (4)  |  |         | 1,631,373 |    
|Chief Executive Officer                                                         |  |      | 2015 |  |           |         | 475,954 |          |  |        |                   |  |  |                   | 137,984 |  |                                            |  | 360,990 |                                                                          |  |   |                         |  |  |          | 77,918 |  |  |         | 434,515 | (5)  |  |         | 1,487,361 | (5)
|                                                                                |  | 2014 |      |  |           | 349,917 |         |          |  |       |                    |  |  |                  |         |  |                                            |  |         |                                                                          |  |  |                          |  |  | 30,315   |        |  |  | 340,435 |         |      |  | 720,667 |          
|                                                                                |  |      |      |  |           |         |         |          | 
|Jonathan Kim                                                                    |  |      | 2016 |  |           |         | 350,249 |          |  |        |                   |  |  |                   | 50,675  |  |                                            |  | 100,784 |                                                                          |  |   | 153,125                  |  |  |          | 28,820 |  |  |         | 168,879 | (6)  |  |         | 852,532   |    
|Chief Financial Officer,Executive Vice President andChief Accounting Officer    |  |      | 2015 |  |           |         | 322,291 |          |  |        |                   |  |  |                   | 106,507 |  |                                            |  | 278,478 |                                                                          |  |   |                         |  |  |          | 35,646 |  |  |         | 156,673 |      |  |         | 899,595   |    
|                                                                                |  | 2014 |      |  |           | 225,196 |         |          |  | 50,000 |                    |  |  | 162,691           |         |  |                                            |  |         |                                                                          |  |  |                          |  |  | 20,043   |        |  |  | 133,671 |         |      |  | 591,601 |          
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          
|                                                                                |  |      |      |  |           |         |         |          | 
|Theodore Kim                                                                    |  |      | 2016 |  |           |         | 330,234 |          |  |        |                   |  |  |                   | 37,488  |  |                                            |  | 74,655  |                                                                          |  |   | 144,375                  |  |  |          | 27,113 |  |  |         | 166,496 | (7)  |  |         | 780,361   |    
|Chief Compliance Officer,Executive Vice President,General Counsel and Secretary |  |      | 2015 |  |           |         | 310,058 |          |  |        |                   |  |  |                   | 78,791  |  |                                            |  | 206,280 |                                                                          |  |   |                         |  |  |          | 34,996 |  |  |         | 134,057 | (8)  |  |         | 764,182   | (8)
|                                                                                |  | 2014 |      |  |           | 279,934 |         |          |  |       |                    |  |  |                  |         |  |                                            |  |         |                                                                          |  |  |                          |  |  | 24,081   |        |  |  | 111,114 |         |      |  | 415,129 |          
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          
|                                                                                |  |      |      |  |           |         |         |          | 
|Tae Jong Lee                                                                    |  |      | 2016 |  |           |         | 291,991 |          |  |        |                   |  |  |                   | 37,488  |  |                                            |  | 74,655  |                                                                          |  |   | 86,585                   |  |  |          | 68,253 |  |  |         | 46,327  | (9)  |  |         | 605,299   |    
|Executive Vice President andGeneral Manager, FoundryServices Group              |  |      | 2015 |  |           |         | 244,796 |          |  |        |                   |  |  |                   | 66,913  |  |                                            |  | 175,338 |                                                                          |  |   |                         |  |  |          | 20,482 |  |  |         | 57,090  |      |  |         | 564,619   |    
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          
|                                                                                |  |      |      |  |           |         |         |          | 
|Woung Moo Lee                                                                   |  |      | 2016 |  |           |         | 292,302 |          |  |        |                   |  |  |                   | 37,488  |  |                                            |  | 74,655  |                                                                          |  |   | 103,902                  |  |  |          | 36,024 |  |  |         | 35,236  | (10) |  |         | 579,607   |    
|Executive Vice President andGeneral Manager, StandardProducts Group             |  |      | 2015 |  |           |         | 230,044 |          |  |        |                   |  |  |                   | 66,913  |  |                                            |  | 175,338 |                                                                          |  |   |                         |  |  |          | 24,621 |  |  |         | 40,771  |      |  |         | 537,687   |    
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          
|                                                                                |  |      |      |  |           |         |         |          |  |        |                    |  |  |                   |         |  |                                            |  |         |                                                                          |  |   |                          |  |  |          |        |  |  |         |         |      |  |         |          



Note: A
monthly average exchange rate was used to convert amounts in the above table that were originally paid in Korean won.

|(1) | Represents the grant date fair value of stock options and restricted stock units granted in each fiscal year determined in accordance with FASB ASC 718. See Note 1 Business, Basis of Presentation and Summary of
Significant Accounting PoliciesStock-Based Compensation, and Note 13 Equity Incentive Plans to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data in the Original 10-K Filing for a discussion of the assumptions used to calculate the amounts in these columns.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents short-term cash incentive amounts paid under our Profit Sharing Plan. No amounts were paid under our Profit Sharing Plan in 2015 or 2014. See the section subtitled Compensation Discussion and
Analysis for a description of the short-term cash incentive amounts paid in 2016.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Consists of statutory severance accrued during the years ended December 31, 2016, 2015 and 2014, as applicable. See the section subtitled Compensation Discussion and Analysis for a description of
the statutory severance benefit.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes the following personal benefits paid to Mr. YJ Kim for 2016: (a) $144,851, which is the annual aggregate monthly pro rata amount of prepaid housing expenses for Mr. YJ Kims housing lease;
(b) $37,662 for reimbursement of tuition expenses for Mr. YJ Kims children; (c) $25,626 for Mr. YJ Kims home leave flights; (d) $57,510 for insurance premiums; (e) $44,701 for other personal benefits
(including personal use of a car service provided by the Company and living expenses); (f) $148,395 of reimbursement for the difference between the actual tax Mr. YJ Kim already paid and the hypothetical tax he had to pay for the fiscal
year 2015; and (g) $48,356 for reimbursement of Korean tax.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(5) | The amount of reimbursement of Korean tax that was included and described in All Other Compensation for fiscal year 2015 in the Companys prior years filings of the Summary Compensation Table for
Mr. YJ Kim was overstated by $132,006 due to a calculation error, which also resulted in the Total amount being overstated by the same amount. Those actual amounts have now been corrected in this table for fiscal 2015.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes the following personal benefits paid to Mr. J. Kim for 2016: (a) $21,728, which is the annual aggregate monthly pro rata amount of prepaid housing expenses for Mr. J. Kims housing lease;
(b) $12,670 for Mr. J. Kims home leave flights; (c) $35,956 for insurance premiums; (d) $31,787 for other personal benefits (including personal use of a car service provided by the Company and living expenses);
(e) $63,174 of reimbursement for the difference between the actual tax Mr. J. Kim already paid and the hypothetical tax he had to pay for the fiscal year 2015; and (f) $3,564 for reimbursement of Korean tax.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes the following personal benefits paid to Mr. T. Kim for 2016: (a) $56,479, which is the annual aggregate monthly pro rata amount of prepaid housing expenses for Mr. T. Kims housing lease;
(b) $13,970 for Mr. T. Kims home leave flights; (c) $27,802 for insurance premiums; (d) $29,789 for other personal benefits (including personal use of a car service provided by the Company and living expenses);
(e) $30,571 of reimbursement for the difference between the actual tax Mr. T. Kim already paid and the hypothetical tax he had to pay for the fiscal year 2015; and (f) $7,885 for reimbursement of Korean tax.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The amount of reimbursement of Korean tax that was included and described in All Other Compensation for fiscal year 2015 in the Companys prior years filings of the Summary Compensation Table for
Mr. T. Kim was overstated by $14,664 due to a calculation error, which also resulted in the Total amount being overstated by the same amount. Those actual amounts have now been corrected in this table for fiscal 2015.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes the following personal benefits paid to Mr. TJ Lee for 2016: (a) $10,087 for insurance premiums; and (b) $36,240 for other personal benefits (including personal use of a car service provided by
the Company and living expenses).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes the following personal benefits paid to Mr. WM Lee for 2016: (a) $7,191 for reimbursement of tuition expenses for Mr. WM Lees children; (b) $10,220 for insurance premiums; and
(c) $17,825 for other personal benefits (including personal use of a car service provided by the Company and living expenses).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Grants of Plan-Based Awards Table for Fiscal Year 2016



|               |  |            |           |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 
|-------------- |  | ---------- | --------- |  | -------------------------------------------------------------- | - | ------- | ------ |  | - | ------- |  |  | ---------------------------------------------------------- | ------- |  | ---------------------------------------------------------------- |  | ------ | ------------------------------------------------ |  |  | ------------------------------------------------- |  |  |  | ---- |  |  |  | ------- | 
|               |  |            |           |  | Estimated future payouts undernon-equity incentive plan awards |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  | 
|Name           |  | Grant Date |           |  | Threshold                                                      |   |         | Target |  |   | Maximum |  |  | All OtherStockAwards:Number ofShares ofStock orUnits(#)(1) |         |  | All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#)(2) |  |        | Exercise orBase Priceof OptionAwards($/Share)(3) |  |  | Grant DateFairValue ofStock andOptionAwards($)(4) | 
|Young-Joon Kim |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  | 23,625 |                                                  |  |  |                                                   |  |  |  |      |  |  |  | 130,646 | 
|               |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  | 45,305                                            |  |  |  | 5.53 |  |  |  | 65,651  | 
|               |  |            |           |  |                                                                | $ | 162,458 |        |  | $ | 324,917 |  |  | $                                                          | 487,375 |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 
|               |  |            |           |  |                                                                |   |         |       
|Jonathan Kim   |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  | 18,225 |                                                  |  |  |                                                   |  |  |  |      |  |  |  | 100,784 | 
|               |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  | 34,970                                            |  |  |  | 5.53 |  |  |  | 50,675  | 
|               |  |            |           |  |                                                                |   | 76,563  |        |  |   | 153,125 |  |  |                                                            | 229,688 |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 
|               |  |            |           |  |                                                                |   |         |       
|Theodore Kim   |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  | 13,500 |                                                  |  |  |                                                   |  |  |  |      |  |  |  | 74,655  | 
|               |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  | 25,870                                            |  |  |  | 5.53 |  |  |  | 37,488  | 
|               |  |            |           |  |                                                                |   | 72,188  |        |  |   | 144,375 |  |  |                                                            | 216,563 |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 
|               |  |            |           |  |                                                                |   |         |       
|Tae Jong Lee   |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  | 13,500 |                                                  |  |  |                                                   |  |  |  |      |  |  |  | 74,655  | 
|               |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  | 25,870                                            |  |  |  | 5.53 |  |  |  | 37,488  | 
|               |  |            |           |  |                                                                |   | 43,292  |        |  |   | 86,585  |  |  |                                                            | 129,877 |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 
|               |  |            |           |  |                                                                |   |         |       
|Woung Moo Lee  |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  | 13,500 |                                                  |  |  |                                                   |  |  |  |      |  |  |  | 74,655  | 
|               |  |            | 3/11/2016 |  |                                                                |   |         |        |  |   |         |  |  |                                                            |         |  |                                                                  |  |        |                                                  |  |  | 25,870                                            |  |  |  | 5.53 |  |  |  | 37,488  | 
|               |  |            |           |  |                                                                |   | 51,951  |        |  |   | 103,902 |  |  |                                                            | 155,852 |  |                                                                  |  |        |                                                  |  |  |                                                   |  |  |  |      |  |  |  |         | 



|(1) | Represents service-vesting RSUs granted during fiscal year 2016 to our named executive officers. Further information on the RSU awards can be found in the Compensation Discussion & Analysis
section above.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents service-vesting stock options awarded to our named executive officers during fiscal year 2016. Further information on the service-vesting stock option awards can be found in the Compensation
Discussion & Analysis section above.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The per share exercise price of the named executive officers options was determined based on the fair market value per share of our common stock as of the grant date ($5.53).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---



|(4) | Represents the grant date fair value with respect to the fiscal year determined in accordance with FASB ASC 718. See Note 1 Business, Basis of Presentation and Summary of Significant Accounting
PoliciesStock-Based Compensation and Note 13 Equity Incentive Plans to our consolidated financial statements under Item 8: Financial Statements and Supplementary Data in the Original
10-K Filing for a discussion of the assumptions used to calculate the amounts in this column.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MagnaChip Semiconductor LLC 2009 Common Unit Plan

Following our emergence from our reorganization proceedings, in December 2009, our Board of Directors adopted, and our equityholders approved,
the MagnaChip Semiconductor LLC 2009 Common Unit Plan, which we refer to as the 2009 Plan. The 2009 Plan provided for the grant of nonstatutory options, restricted unit bonus and purchase right awards, and deferred unit awards to employees and
consultants of our Company and our subsidiaries and to members of our Board of Directors. However, only options and restricted unit bonus awards were granted under the 2009 Plan.

In connection with our corporate conversion at the time of our initial public offering in March 2011, MagnaChip Semiconductor Corporation
assumed the rights and obligations of MagnaChip Semiconductor LLC under the 2009 Plan and converted MagnaChip Semiconductor LLC common unit options and restricted common units outstanding under the 2009 Plan into options to acquire a number of
shares of our common stock and shares of restricted common stock at a ratio of eight-for-one on substantially equivalent terms and conditions. As of December 31,
2016, there were outstanding under the 2009 Plan options to purchase 524,399 shares of common stock, at a weighted average exercise price of $6.44 per share. The 2009 Plan terminated immediately following our corporate conversion, and no additional
options or other equity awards may be granted under the 2009 Plan. However, options granted under the 2009 Plan prior to its termination will remain outstanding until they are either exercised or expire.

The 2009 Plan is administered by the Committee. Subject to the provisions of the 2009 Plan, the Committee determined in its discretion the
persons to whom and the times at which awards were granted, the sizes of such awards, and all of their terms and conditions. All awards were evidenced by a written agreement between us and the holder of the award. The Committee has the authority to
construe and interpret the terms of the 2009 Plan and awards granted under it.

In the event of a change in control of our Company, the
vesting of all outstanding awards held by participants whose employment has not previously terminated will accelerate in full. In addition, the Committee has the authority to require that outstanding awards be assumed or replaced with substantially
equivalent awards by a successor corporation or to cancel the outstanding awards in exchange for a payment in cash or other property equal to the fair market value of restricted units or the excess, if any, of the fair market value of the units
subject to an option over the exercise price per unit of such option.

2011 Equity Incentive Plan

Our 2011 Equity Incentive Plan, or the 2011 Plan, was approved by our Board of Directors and our stockholders in March 2010. We amended and
restated the 2011 Plan in February 2011, and our stockholders approved the amendment in March 2011 to reflect that it became effective in 2011 upon our corporate conversion. 891,703 shares of our common stock, or the total number of shares of common
stock (as adjusted by the conversion ratio in the corporate conversion) that remained available for grant upon the termination of the 2009 Plan immediately following the corporate conversion, were initially authorized and reserved.

As of December 31, 2016, there were outstanding under the 2011 Plan (a) restricted stock units with respect to 518,480 shares of
common stock and (b) stock options to purchase 2,904,266 shares of common stock, at a weighted average exercise price of $9.74 per share. As of December 31, 2016, 556,949 shares of our common stock remained available for issuance under the
2011 Plan. This reserve automatically increased on January 1, 2015, January 1, 2016 and January 1, 2017 by an additional 681,129, 691,378 and 700,840 shares, respectively, and will automatically increase each subsequent anniversary
through 2021, by an amount equal to the smaller of 2% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or an amount determined by our Board of Directors. The number of shares authorized for
issuance under the 2011 Plan will also be increased from time to time by up to that number of shares of common stock remaining subject to options and restricted stock awards outstanding under the 2009 Plan at the time of its termination immediately
following the corporate conversion that expire or terminate or are forfeited for any reason after the effective date of the 2011 Plan, subject to a cap of 1,412,352 shares. Appropriate adjustments will be made in the number of authorized shares and
other numerical limits in the 2011 Plan and in outstanding awards to prevent dilution or enlargement of participants rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2011
Plan which expire, are repurchased, or are cancelled or forfeited will again become available for issuance under the 2011 Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding
obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the
shares available under the 2011 Plan.



14



---



Awards may be granted under the 2011 Plan to our employees, including officers, directors,
or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. While we may grant incentive stock options only to employees, we may grant nonstatutory stock options, stock appreciation rights,
restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock-based awards to any eligible participant.

The 2011 Plan is administered by the Committee. Subject to the provisions of the 2011 Plan, the Committee determines in its discretion the
persons to whom and the times at which awards are granted, the sizes of such awards, and all of their terms and conditions. All awards are evidenced by a written agreement between us and the holder of the award. The Committee has the authority to
construe and interpret the terms of the 2011 Plan and awards granted under it.

In the event of a change in control as described in the
2011 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2011 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control
or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The Committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such
extent as it determines, except that the vesting of all awards held by members of our Board of Directors who are not employees will automatically be accelerated in full. The 2011 Plan also authorizes the Committee, in its discretion and without the
consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the
excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

In 2016, the Board delegated to a special equity committee composed of our chief executive officer the authority to grant and administer RSU
awards covering a total of 311,330 shares to approximately 1,100 nonunion employees of the Company (other than executive officers), with a maximum grant size of 1,000 shares per employee. Such RSUs vested on April 1, 2017.

2011 Employee Stock Purchase Plan

Our 2011 Employee Stock Purchase Plan, or the Purchase Plan, was approved by our Board of Directors in March 2010. Our Board of Directors
amended and restated the Purchase Plan in February 2011 to reflect that the Purchase Plan would become effective in 2011 upon the commencement of the MagnaChip IPO. The Purchase Plan was approved by our stockholders in March 2011 and became
effective upon the commencement of the MagnaChip IPO. We initially authorized and reserved 789,890 shares for sale under the Purchase Plan. In August 2012, the Committee suspended the Purchase Plan.

As of December 31, 2016, 1,163,880 shares of our common stock remained reserved for issuance under the Purchase Plan. In addition, the
Purchase Plan provides for an automatic annual increase in the number of shares available for issuance under the plan on January 1 of each year beginning in 2012 and continuing through and including January 1, 2021 equal to the lesser of
(i) 1% of our then issued and outstanding shares of common stock on the immediately preceding December 31, (ii) 789,980 shares, or (iii) a number of shares as our Board of Directors may determine. Appropriate adjustments will be
made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights
which expire or are canceled will again become available for issuance under the Purchase Plan. Because the Purchase Plan was suspended in August 2012, no annual increase in the number of shares authorized under such plan occurred on January 1,
2013 or in subsequent years.

Our employees and employees of any parent or subsidiary corporation designated by the Committee are eligible
to participate in the Purchase Plan if they are customarily employed by us for more than 20 hours per week and more than five months in any calendar year. However, an employee may not be granted a right to purchase stock under the Purchase Plan if:
(i) the employee immediately after such grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock or of any parent or subsidiary corporation, or (ii) the employees
rights to purchase stock under all of our employee stock purchase plans would accrue at a rate that exceeds $25,000 in value for each calendar year of participation in such plans.

The Purchase Plan is implemented through a series of sequential offering periods, generally three months in duration beginning on the first
trading days of February, May, August, and November each year. The Committee is authorized to establish additional or alternative concurrent, sequential or overlapping offering periods and offering periods having a different duration or different
starting or ending dates, provided that no offering period may have a duration exceeding 27 months.

Amounts accumulated for each
participant, generally through payroll deductions, are credited toward the purchase of shares of our common stock at the end of each offering period at a price generally equal to 95% of the fair market value of our common stock on the purchase date.
Prior to commencement of an offering period, the Committee is authorized to change the purchase price discount for that offering period, but the purchase price may not be less than 85% of the lower of the fair market value of our common stock at the
beginning of the offering period or on the purchase date.



15



---



No participant may purchase under the Purchase Plan in any calendar year shares having a
value of more than $25,000 measured by the fair market value per share of our common stock on the first day of the applicable offering period. Prior to the beginning of any offering period, the Committee may alter the maximum number of shares that
may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all
participants to purchase the number of shares to which they would otherwise be entitled, the Committee will make a pro rata allocation of the available shares. Any amounts withheld from participants compensation in excess of the amounts used
to purchase shares will be refunded, without interest.

In the event of a change in control, an acquiring or successor corporation may
assume our rights and obligations under the Purchase Plan. If the acquiring or successor corporation does not assume such rights and obligations, then the purchase date of the offering periods then in progress will be accelerated to a date prior to
the change in control as specified by the Committee, but the number of shares subject to outstanding purchase rights shall not be adjusted.



16



---



Outstanding Equity Awards at Fiscal Year End 2016



|               |  |               |            |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  |        |      |  |  |         | 
|-------------- |  | ------------- | ---------- |  | -------------------------------------------------------------- |  | ------- | ---------------------------------------------------------------- |  |  | ---------------------- | --- |  | -------------------- | ----- | --- | ------------------------------------------------------- |  | ---------- | ------------------------------------------------------- |  |  | ------ | ---- |  |  | ------- | 
|               |  | Option Awards |            |  | Stock Awards                                                   | 
|Name           |  | GrantDate     |            |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |  |         | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable |  |  | OptionExercisePrice($) |     |  | OptionExpirationDate |       |     | Number ofShares orUnits ofStockThatHave notVested(#)(9) |  |            | MarketValueofSharesor Unitsof StockThatHavenotVested($) | 
|Young-Joon Kim |  |               | 5/6/2013   |  |                                                                |  | 200,000 | (1)                                                              |  |  |                       | (1) |  |                      | 15.96 |     |                                                         |  | 5/6/2023   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  | 60,407  | (2)                                                              |  |  | 30,203                 | (2) |  |                      | 7.64  |     |                                                         |  | 6/9/2025   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 15,750 | (10) |  |  | 97,650  | 
|               |  |               | 3/11/2016  |  |                                                                |  |        | (3)                                                              |  |  | 45,305                 | (3) |  |                      | 5.53  |     |                                                         |  | 3/11/2026  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 3/11/2016  |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 23,625 | (11) |  |  | 146,475 | 
|Jonathan Kim   |  |               | 3/12/2014  |  |                                                                |  | 11,500  | (4)                                                              |  |  | 1,000                  | (4) |  |                      | 13.93 |     |                                                         |  | 3/12/2024  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/12/2014  |  |                                                                |  | 11,500  | (4)                                                              |  |  | 1,000                  | (4) |  |                      | 12.44 |     |                                                         |  | 6/12/2024  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 9/12/2014  |  |                                                                |  | 11,500  | (4)                                                              |  |  | 1,000                  | (4) |  |                      | 12.18 |     |                                                         |  | 9/12/2024  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 12/12/2014 |  |                                                                |  | 11,500  | (4)                                                              |  |  | 1,000                  | (4) |  |                      | 12.96 |     |                                                         |  | 12/12/2024 |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  | 46,627  | (2)                                                              |  |  | 23,313                 | (2) |  |                      | 7.64  |     |                                                         |  | 6/9/2025   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 12,150 | (10) |  |  | 75,330  | 
|               |  |               | 3/11/2016  |  |                                                                |  |        | (3)                                                              |  |  | 34,970                 | (3) |  |                      | 5.53  |     |                                                         |  | 3/11/2026  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 3/11/2016  |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 18,225 | (11) |  |  | 112,995 | 
|Theodore Kim   |  |               | 10/26/2013 |  |                                                                |  | 50,000  | (5)                                                              |  |  |                       | (5) |  |                      | 21.79 |     |                                                         |  | 10/26/2023 |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  | 34,493  | (2)                                                              |  |  | 17,247                 | (2) |  |                      | 7.64  |     |                                                         |  | 6/9/2025   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 9,000  | (10) |  |  | 55,800  | 
|               |  |               | 3/11/2016  |  |                                                                |  |        | (3)                                                              |  |  | 25,870                 | (3) |  |                      | 5.53  |     |                                                         |  | 3/11/2026  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 3/11/2016  |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 13,500 | (11) |  |  | 83,700  | 
|Tae Jong Lee   |  |               | 12/8/2009  |  |                                                                |  | 49,000  |                                                                  |  |  |                        |     |  |                      | 5.88  | (8) |                                                         |  | 12/8/2019  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 1/15/2012  |  |                                                                |  | 30,000  | (6)                                                              |  |  |                        |     |  |                      | 7.75  |     |                                                         |  | 1/15/2022  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  | 29,293  | (2)                                                              |  |  | 14,647                 | (2) |  |                      | 7.64  |     |                                                         |  | 6/9/2025   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 7,650  | (10) |  |  | 47,430  | 
|               |  |               | 3/11/2016  |  |                                                                |  |        | (3)                                                              |  |  | 25,870                 | (3) |  |                      | 5.53  |     |                                                         |  | 3/11/2026  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 3/11/2016  |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 13,500 | (11) |  |  | 83,700  | 
|Woung Moo Lee  |  |               | 11/1/2013  |  |                                                                |  | 50,000  | (7)                                                              |  |  |                       | (7) |  |                      | 19.56 |     |                                                         |  | 11/1/2023  |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  | 29,293  | (2)                                                              |  |  | 14,647                 | (2) |  |                      | 7.64  |     |                                                         |  | 6/9/2025   |                                                         |  |  |        |      |  |  |         | 
|               |  |               | 6/9/2015   |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 7,650  | (10) |  |  | 47,430  | 
|               |  |               | 3/11/2016  |  |                                                                |  |        | (3)                                                              |  |  | 25,870                 | (3) |  |                      | 5.53  |     |                                                         |  | 3/11/2026  |                                                         |  |  |        |      |  |  |         | 
|               |  |               |            |  |                                                                |  |         |                                                                  |  |  |                        |     |  |                      |       |     |                                                         |  |            |                                                         |  |  | 13,500 | (11) |  |  | 83,700  | 



|(1) | An installment of 34% of the shares of common stock subject to the options vested and became exercisable on May 6, 2014, an additional 9% of the options vest on the completion of the next period of three months, an
additional 8% of the options vest upon the completion of each of the next three periods of three months, an additional 9% of the options vest upon the completion of the next period of three months, and an additional 8% of the options vest upon the
completion of each of the next three periods of three months. Any unvested options vest immediately upon a change in control.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | An installment of 50% of the shares of common stock subject to the options vested and became exercisable on June 9, 2015, with the remaining 50% vesting in three equal annual installments on the first three
anniversaries of June 9, 2015. Any unvested options vest immediately upon a change in control.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The shares of common stock subject to the options will vest and become exercisable in three equal annual installments on the first three anniversaries of March 11, 2016. Any unvested options vest immediately upon a
change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | An installment of 34% of the shares of common stock subject to the options vested and became exercisable on March 12, 2015, an additional 9% of the options vest on the completion of the next period of three months,
an additional 8% of the options vest upon the completion of each of the next three periods of three months, an additional 9% of the options vest upon the completion of the next period of three months, and an additional 8% of the options vest upon
the completion of each of the next three periods of three months. Any unvested options vest immediately upon a change in control.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



---



|(5) | An installment of 34% of the shares of common stock subject to the options vested and became exercisable on October 26, 2014, an additional 9% of the options vest on the completion of the next period of three
months, an additional 8% of the options vest upon the completion of each of the next three periods of three months, an additional 9% of the options vest upon the completion of the next period of three months, and an additional 8% of the options vest
upon the completion of each of the next three periods of three months. Any unvested options vest immediately upon a change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | An installment of 34% of the shares of common stock subject to the options vested and became exercisable on January 15, 2013, an additional 9% of the options vest on the completion of the next period of three
months, an additional 8% of the options vest upon the completion of each of the next three periods of three months, an additional 9% of the options vest upon the completion of the next period of three months, and an additional 8% of the options vest
upon the completion of each of the next three periods of three months. Any unvested options vest immediately upon a change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | An installment of 34% of the shares of common stock subject to the options vested and became exercisable on November 1, 2014, an additional 9% of the options vest on the completion of the next period of three
months, an additional 8% of the options vest upon the completion of each of the next three periods of three months, an additional 9% of the options vest upon the completion of the next period of three months, and an additional 8% of the options vest
upon the completion of each of the next three periods of three months. Any unvested options vest immediately upon a change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The option exercise price at the time of grant was $1.16 per common unit, or $9.28 after giving effect to the corporate conversion. On April 19, 2010, we made a distribution to our unitholders of $0.4254 per common
unit, which resulted in the option exercise price being reduced to $0.7346 per common unit, or $5.88 after giving effect to the corporate conversion.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents unvested service-vesting RSUs granted on June 9, 2015 and March 11, 2016.
|--- | ------------------------------------------------------------------------------------

|(10) | An installment of 50% of the shares of common stock subject to the RSUs vested on June 9, 2015, with the remaining 50% vesting in three equal annual installments on the first three anniversaries of June 9,
2015. Any unvested RSU vest immediately upon a change in control.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | The shares of common stock subject to the RSUs will vest and become exercisable in three equal annual installments on the first three anniversaries of March 11, 2016. Any unvested RSUs vest immediately upon a
change in control.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises and Stock Vested



|               |  |                                      |   |  |                            |  |   |                                        |  |  |                              |  |  |  |        | 
|-------------- |  | ------------------------------------ | - |  | -------------------------- |  | - | -------------------------------------- |  |  | ---------------------------- |  |  |  | ------ | 
|               |  | Option Awards                        |   |  | Stock Awards               | 
|Name           |  | Numberof SharesAcquiredonExercise(#) |   |  | ValueRealizedonExercise($) |  |   | Numberof SharesAcquiredonVesting(#)(1) |  |  | ValueRealizedonVesting($)(2) | 
|Young-Joon Kim |  |                                      |  |  |                            |  |  |                                        |  |  | 7,875                        |  |  |  | 45,439 | 
|Jonathan Kim   |  |                                      |  |  |                            |  |  |                                        |  |  | 6,075                        |  |  |  | 35,053 | 
|Theodore Kim   |  |                                      |  |  |                            |  |  |                                        |  |  | 4,500                        |  |  |  | 25,965 | 
|Tae Jong Lee   |  |                                      |  |  |                            |  |  |                                        |  |  | 3,825                        |  |  |  | 22,070 | 
|Woung Moo Lee  |  |                                      |  |  |                            |  |  |                                        |  |  | 3,825                        |  |  |  | 22,070 | 



|(1) | Represents RSUs that vested on June 9, 2016.
|--- | --------------------------------------------

|(2) | Represents the value as of the date of vesting based on a share price of $5.77.
|--- | -------------------------------------------------------------------------------



18



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Agreements with Executives and Potential Payments Upon Termination or Change in Control

We are obligated to make certain payments to our named executive officers upon termination or a change in control as further described below.
The terms cause and good reason used below have the meanings given to them in the applicable agreements with us.

Young-Joon Kim. We entered into an Offer Letter with Mr. YJ Kim, dated as of April 15, 2013 and as amended on
July 27, 2015, pursuant to which Mr. YJ Kim is entitled to an initial annual base salary of $350,000 per year (subject to adjustment by our Board of Directors), a one-time signing bonus and
relocation allowance of $100,000, and an initial annual incentive bonus target of 80% (subject to adjustment by our Board of Directors) of his annual base salary based on company performance and attainment of management objectives under a plan
established and approved by the Board of Directors. Mr. YJ Kim is also entitled to customary employee benefits and expatriate benefits. Pursuant to his Offer Letter, on May 6, 2013, Mr. YJ Kim received an initial grant of an option to
purchase an aggregate of 200,000 shares of the Companys common stock at an exercise price of $15.96, which vests and becomes exercisable over three years from the date of commencement of Mr. YJ Kims employment with MagnaChip Korea.
We entered into a Severance Agreement with Mr. YJ Kim, dated as of November 3, 2015, which supersedes the severance provisions in Mr. YJ Kims Offer Letter. Under the Severance Agreement, if Mr. YJ Kims employment is
terminated by us without cause or by him with good reason, in addition to accrued but unpaid salary, vested non-severance benefits under other Company benefit plans and statutory severance under Korean law,
Mr. YJ Kim will be entitled to receive (i) an amount equal to two times his then current base salary, payable during the 12-month period following termination of employment, (ii) an amount equal to his then current base salary,
payable in a single cash lump sum following termination of employment, (iii) for 12 months following termination of employment, payment of any portion of health benefit premiums that are in excess of the amount he would have paid if he had
remained employed during such period, (iv) continued provision of expatriate benefits for 12 months following termination of employment, (v) continued reasonable use of our corporate club membership for 12 months following termination of
employment, (vi) a repatriation allowance and repatriation expenses in accordance with our expatriate benefit policy, and (vii) immediate vesting of all outstanding and unvested equity awards (including, without limitation, stock options
and RSUs) upon termination of employment, with any stock options remaining outstanding and exercisable for two years following such termination (or the expiration of the option, if earlier). If such termination of employment by us without cause or
by Mr. YJ Kim with good reason occurs within three months prior to or 18 months following a change in control, in addition to the benefits described in the preceding sentence, Mr. YJ Kim will also be entitled to receive (i) an amount
equal to his then current base salary, payable in a single cash lump sum following termination of employment, and (ii) an additional 6 months of payments of health benefit premiums as described in part (iii) of the preceding sentence. The
Severance Agreement also provides that, in the event of a change in control, all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) held by Mr. YJ Kim will become immediately vested and, in the case
of options, exercisable, as of immediately prior to such change in control. The definition of change in control under the Severance Agreement is the same as under our 2011 Equity Incentive Plan, except that a sale of assets representing at least 65%
of our consolidated annual revenue or assets, or a sale of either of our Standard Products Group or foundry business lines, is a change in control for purposes of the Severance Agreement but not the 2011 Equity Incentive Plan. As a condition to the
receipt of payments and benefits under the Severance Agreement, Mr. YJ Kim must comply with the terms of certain restrictive covenants, including a two-year post-termination non-competition covenant and
perpetual non-disclosure and employee non-solicitation covenants.

Jonathan Kim.We entered into an Offer Letter with Mr. J. Kim, dated as of March 8, 2014, pursuant to which
Mr. J. Kim will be paid an initial base salary of $280,000 per year (subject to adjustment by our Board of Directors), a sign on bonus of $50,000, a one-time relocation payment of $50,000 and an annual
incentive bonus based on company performance and attainment of management objectives under a plan to be established and approved by the Companys Board of Directors. Mr. J. Kim is entitled to customary employee benefits and expatriate
benefits. Pursuant to his Offer Letter, Mr. J. Kim will receive an initial grant of an option to purchase an aggregate of 50,000 shares of the Companys common stock, which will be granted in four equal tranches during the nine-month
period beginning on the commencement of his employment with MagnaChip Korea. The option grants will become vested and exercisable over three years from the date of commencement of Mr. J. Kims employment with MagnaChip Korea. We entered
into a Severance Agreement with Mr. J. Kim, dated as of November 3, 2015, which supersedes the severance provisions in Mr. J. Kims Offer Letter. Under the Severance Agreement, if Mr. J. Kims employment is terminated
by us without cause or by him with good reason, in addition to accrued but unpaid salary, vested non-severance benefits under other Company benefit plans and statutory severance under Korean law, Mr. J.
Kim will be entitled to receive (i) an amount equal to his then current base salary, payable during the 12-month period following termination of employment, (ii) an amount equal to his then current base salary, payable in a single cash
lump sum following termination of employment, (iii) for 12 months following termination of employment, payment of any portion of health benefit premiums that are in excess of the amount he would have paid if he had remained employed during such
period, (iv) continued provision of expatriate benefits for 12 months following termination of employment, (v) a repatriation allowance and repatriation expenses in accordance with our expatriate benefit policy, and (vi) immediate
vesting of all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) upon termination of employment, with any stock options remaining outstanding and exercisable for two years following such termination (or
the expiration of the option, if earlier). If



19



---



such termination of employment by us without cause or by Mr. J. Kim with good reason occurs within three months prior to or 18 months following a change in control, in addition to the
benefits described in the preceding sentence, Mr. J. Kim will also be entitled to receive (i) an amount equal to his then current base salary, payable in a single cash lump sum following termination of employment, and (ii) an
additional 6 months of payments of health benefit premiums as described in part (iii) of the preceding sentence. The Severance Agreement also provides that, in the event of a change in control, all outstanding and unvested equity awards
(including, without limitation, stock options and RSUs) held by Mr. J. Kim will become immediately vested and, in the case of options, exercisable, as of immediately prior to such change in control. The definition of change in control under the
Severance Agreement is the same as under our 2011 Equity Incentive Plan, except that a sale of assets representing at least 65% of our consolidated annual revenue or assets, or a sale of either of our Standard Products Group or foundry business
lines, is a change in control for purposes of the Severance Agreement but not the 2011 Equity Incentive Plan. As a condition to the receipt of payments and benefits under the Severance Agreement, Mr. J. Kim must comply with the terms of certain
restrictive covenants, including a two-year post-termination non-competition covenant and perpetual non-disclosure and employee non-solicitation covenants.

Theodore Kim.We entered into an Offer Letter with
Mr. T. Kim, dated as of September 27, 2013, pursuant to which Mr. T. Kim will be paid an initial base salary of $280,000 per year (subject to adjustment by our Board of Directors), and an initial annual incentive bonus of up to
30% (subject to adjustment by our Board of Directors) of his base salary based on company performance and attainment of management objectives under a plan to be established and approved by the Companys Board of Directors. Mr. T. Kim is
entitled to customary employee benefits and expatriate benefits. Pursuant to his Offer Letter, Mr. T. Kim will receive an initial grant of an option to purchase an aggregate of 50,000 shares of the Companys common stock. The option grants
will become vested and exercisable over three years from the date of commencement of Mr. T. Kims employment with MagnaChip Korea. We entered into a Severance Agreement with Mr. T. Kim, dated as of November 3, 2015, which
supersedes the severance provisions in Mr. T. Kims Offer Letter. Under the Severance Agreement, if Mr. T. Kims employment is terminated by us without cause or by him with good reason, in addition to accrued but unpaid salary,
vested non-severance benefits under other Company benefit plans and statutory severance under Korean law, Mr. T. Kim will be entitled to receive (i) an amount equal to his then current base salary,
payable during the 12-month period following termination of employment, (ii) an amount equal to his then current base salary, payable in a single cash lump sum following termination of employment, (iii) for 12 months following termination
of employment, payment of any portion of health benefit premiums that are in excess of the amount he would have paid if he had remained employed during such period, (iv) continued provision of expatriate benefits for 12 months following
termination of employment, (v) a repatriation allowance and repatriation expenses in accordance with our expatriate benefit policy, and (vi) immediate vesting of all outstanding and unvested equity awards (including, without limitation,
stock options and RSUs) upon termination of employment, with any stock options remaining outstanding and exercisable for two years following such termination (or the expiration of the option, if earlier). If such termination of employment by us
without cause or by Mr. T. Kim with good reason occurs within three months prior to or 18 months following a change in control, in addition to the benefits described in the preceding sentence, Mr. T. Kim will also be entitled to receive
(i) an amount equal to his then current base salary, payable in a single cash lump sum following termination of employment, and (ii) an additional 6 months of payments of health benefit premiums as described in part (iii) of the
preceding sentence. The Severance Agreement also provides that, in the event of a change in control, all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) held by Mr. T. Kim will become immediately
vested and, in the case of options, exercisable, as of immediately prior to such change in control. The definition of change in control under the Severance Agreement is the same as under our 2011 Equity Incentive Plan, except that a sale of assets
representing at least 65% of our consolidated annual revenue or assets, or a sale of either of our Standard Products Group or foundry business lines, is a change in control for purposes of the Severance Agreement but not the 2011 Equity Incentive
Plan. As a condition to the receipt of payments and benefits under the Severance Agreement, Mr. T. Kim must comply with the terms of certain restrictive covenants, including a two-year post-termination non-competition covenant and perpetual non-disclosure and employee non-solicitation covenants.

Tae Jong Lee.We entered into an Offer Letter with Mr. TJ Lee, dated as of June 20, 2007, pursuant to which
Mr. TJ Lee will be paid an initial base salary of 170,000,000 Korean won per year (subject to adjustment by our Board of Directors), a sign on bonus of 20,000,000 Korean won, a one-time relocation payment
of 8,000,000 Korean won, and an initial annual incentive bonus with a target of 50% (subject to adjustment by our Board of Directors) of his base salary based on company performance and attainment of management objectives under a plan to be
established and approved by the Companys Board of Directors. Mr. TJ Lee is entitled to customary employee benefits as well as a monthly housing allowance of 3,600,000 Korean won and an annual childrens tuition reimbursement of up to
32,400,000 Korean won. Pursuant to his Offer Letter, Mr. TJ Lee will receive an initial grant of an option at a per share exercise price equal to the greater of $3.00 or the then fair market value to purchase an aggregate of 40,000 shares of
the Companys common stock. The option grants will become vested and exercisable over four years from the date of commencement of Mr. TJ Lees employment with MagnaChip Korea. We entered into a Severance Agreement with Mr. TJ
Lee, dated as of November 3, 2015, which supersedes the severance provisions in Mr. TJ Lees Offer Letter. Under the Severance Agreement, if Mr. TJ Lees employment is terminated by us without cause or by him with good
reason, in addition to accrued but unpaid salary, vested non-severance benefits under other Company benefit plans and statutory severance under Korean law, Mr. TJ Lee will be entitled to receive
(i) an amount equal to his then current base salary, payable during the 12-month period following termination of employment,



20



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(ii) continued housing payments for 12 months following termination of employment and (iii) immediate vesting of all outstanding and unvested equity awards (including, without
limitation, stock options and RSUs) upon termination of employment, with any stock options remaining outstanding and exercisable for two years following such termination (or the expiration of the option, if earlier). If such termination of
employment by us without cause or by Mr. TJ Lee with good reason occurs within three months prior to or 18 months following a change in control, in addition to the benefits described in the preceding sentence, Mr. TJ Lee will also be
entitled to receive an amount equal to his then current base salary, payable during the 12-month period following termination of employment. The Severance Agreement also provides that, in the event of a change in control, all outstanding and
unvested equity awards (including, without limitation, stock options and RSUs) held by Mr. TJ Lee will become immediately vested and, in the case of options, exercisable, as of immediately prior to such change in control. The definition of
change in control under the Severance Agreement is the same as under our 2011 Equity Incentive Plan, except that a sale of assets representing at least 65% of our consolidated annual revenue or assets, or a sale of either of our Standard Products
Group or foundry business lines, is a change in control for purposes of the Severance Agreement but not the 2011 Equity Incentive Plan. As a condition to the receipt of payments and benefits under the Severance Agreement, Mr. TJ Lee must comply
with the terms of certain restrictive covenants, including a two-year post-termination non-competition covenant and perpetual
non-disclosure and employee non-solicitation covenants.

Woung Moo Lee.We entered into an Offer Letter with Mr. WM Lee, dated as of October 16, 2013, pursuant to which
Mr. WM Lee will be paid an initial base salary of 230,000,000 Korean won per year (subject to adjustment by our Board of Directors), and an initial annual incentive of up to 30% (subject to adjustment by our Board of Directors) of his base
salary based on company performance and attainment of management objectives under a plan to be established and approved by the Companys Board of Directors. Mr. WM Lee is entitled to customary employee benefits. Pursuant to his Offer
Letter, Mr. WM Lee will receive an initial grant of an option to purchase an aggregate of 50,000 shares of the Companys common stock. The option grants will become vested and exercisable over three years from the date of commencement of
Mr. WM Lees employment with MagnaChip Korea. We entered into a Severance Agreement with Mr. WM Lee, dated as of November 3, 2015, which supersedes the severance provisions in Mr. WM Lees Offer Letter. Under the
Severance Agreement, if Mr. WM Lees employment is terminated by us without cause or by him with good reason, in addition to accrued but unpaid salary, vested non-severance benefits under other
Company benefit plans and statutory severance under Korean law, Mr. WM Lee will be entitled to receive (i) an amount equal to his then current base salary, payable during the 12-month period following termination of employment and
(ii) immediate vesting of all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) upon termination of employment, with any stock options remaining outstanding and exercisable for two years following
such termination (or the expiration of the option, if earlier). If such termination of employment by us without cause or by Mr. WM Lee with good reason occurs within three months prior to or 18 months following a change in control, in addition
to the benefits described in the preceding sentence, Mr. WM Lee will also be entitled to receive an amount equal to his then current base salary, payable during the 12-month period following termination of employment. The Severance Agreement
also provides that, in the event of a change in control, all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) held by Mr. WM Lee will become immediately vested and, in the case of options,
exercisable, as of immediately prior to such change in control. The definition of change in control under the Severance Agreement is the same as under our 2011 Equity Incentive Plan, except that a sale of assets representing at least 65% of our
consolidated annual revenue or assets, or a sale of either of our Standard Products Group or foundry business lines, is a change in control for purposes of the Severance Agreement but not the 2011 Equity Incentive Plan. As a condition to the receipt
of payments and benefits under the Severance Agreement, Mr. WM Lee must comply with the terms of certain restrictive covenants, including a two-year post-termination
non-competition covenant and perpetual non-disclosure and employee non-solicitation covenants.



21



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Potential Payments upon Termination or Change in Control.

Termination. Our named executive officers are eligible to receive certain payments and benefits in connection with certain
service termination events pursuant to the terms of our Severance Agreements with them, as further described under the section entitled Agreements with Executives and Potential Payments Upon Termination or Change in Control. The terms
cause and good reason used below have the meanings given to them in the applicable agreements with us.

Change in Control.The Committee has the authority to require that outstanding equity awards be assumed or replaced with
substantially equivalent awards by the successor corporation or to cancel the outstanding awards in exchange for a payment in cash or other property equal to the fair market value of restricted units or the excess, if any, of the fair market value
of the units subject to an option over the exercise price per unit of such option. For purposes of the foregoing, a change in control is generally defined as the acquisition by a person or entity of more than 51% of the combined voting
power of our then outstanding voting securities or a sale or transfer of all or substantially all of our consolidated assets to a person or entity that is not our affiliate. The Severance Agreements with our named executive officers each provides
that, in the event of a change in control, all outstanding and unvested equity awards (including, without limitation, stock options and RSUs) held by such executive will become immediately vested and, in the case of options, exercisable, as of
immediately prior to such change in control. The definition of change in control under such Severance Agreements is the same as under our 2011 Equity Incentive Plan, except that a sale of assets representing at least 65% of our consolidated annual
revenue or assets, or a sale of either of our Standard Products Group or foundry business lines, is a change in control for purposes of such Severance Agreement but not the 2011 Equity Incentive Plan.

The following tables present our estimate of the dollar value of the payments and benefits payable to our named executive officers upon the
occurrence of certain terminations of their employment and upon a change in control, assuming that each such event occurred on December 31, 2016, and assuming a closing per share price of $6.20 on December 31, 2016. The disclosure in the
following table does not include:



| |  |  | any accrued benefits that were earned and payable as of December 31, 2016; or
| | - |  | -----------------------------------------------------------------------------



| |  |  | payments and benefits to the extent they are provided generally to all salaried employees and do not discriminate in scope, terms or operation in favor of the named executive officers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Young-Joon Kim



|                                                                                                                |  |                            |           |  |                                       |  |         |                                              |  |  |          |     |  |  |           | 
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------- |  | ------------------------------------- |  | ------- | -------------------------------------------- |  |  | -------- | --- |  |  | --------- | 
|                                                                                                                |  | CashSeverancePayment($)(1) |           |  | Value ofEquityAwardAcceleration($)(2) |  |         | Continuationof Benefits andPerquisites($)(3) |  |  | Total($) |    
|Termination By the Company Without Cause / By Executive for Good Reason                                         |  |                            | 1,671,000 |  |                                       |  | 343,295 |                                              |  |  | 539,484  | (4) |  |  | 2,553,779 | 
|Termination By the Company Without Cause / By Executive for Good Reason, In Connection With a
Change in Control |  |                            | 2,228,000 |  |                                       |  | 343,295 |                                              |  |  | 568,238  | (5) |  |  | 3,139,533 | 
|Termination By the Company for Cause / By Executive without Good Reason / Disability /
Death                    |  |                            |          |  |                                       |  |         |                                              |  |  |         |     |  |  |           | 
|Change in Control (without termination of employment)                                                           |  |                            |          |  |                                       |  | 343,295 |                                              |  |  |         |     |  |  | 343,295   | 



|(1) | Represents cash severance payments payable pursuant to the Severance Agreement, as well as certain statutory severance benefits under the Employee Retirement Benefit Security Act. See Agreements with
Executives and Potential Payments Upon Termination or Change in Control and Pension Benefits for the Fiscal Year Ended December 31, 2016 for additional information.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the value of immediate vesting of all outstanding stock options and RSUs pursuant to the Severance Agreement. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control for additional information.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents continuation of benefits and perquisites pursuant to the Severance Agreement and our expatriate benefit policy. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control and Compensation Discussion and AnalysisPerquisites and Other Benefits for additional information. Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2016
benefits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---



|(4) | Includes the following continuation of benefits and perquisites for Mr. YJ Kim: (a) $144,851, which is housing expenses for Mr. YJ Kims housing lease; (b) $37,662 for reimbursement of tuition
expenses for Mr. YJ Kims children; (c) $25,626 for Mr. YJ Kims home leave flights; (d) $57,510 for insurance premiums; (e) $77,084 for other personal benefits (including personal use of a car service provided by
the Company and living expenses); (f) $148,395 of estimated reimbursement for the difference between the actual tax and the hypothetical tax he will pay for the applicable fiscal year; and (g) $48,356 for estimated reimbursement of Korean
tax.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Same as the total amount of Note (4) except $28,754 of insurance premiums for extended 6 months of insurance coverage periods.
|--- | ------------------------------------------------------------------------------------------------------------------------------

Jonathan Kim



|                                                                                                                |  |                            |           |  |                                       |  |         |                                              |  |  |          |     |  |  |           | 
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------- |  | ------------------------------------- |  | ------- | -------------------------------------------- |  |  | -------- | --- |  |  | --------- | 
|                                                                                                                |  | CashSeverancePayment($)(1) |           |  | Value ofEquityAwardAcceleration($)(2) |  |         | Continuationof Benefits andPerquisites($)(3) |  |  | Total($) |    
|Termination By the Company Without Cause / By Executive for Good Reason                                         |  |                            | 700,000   |  |                                       |  | 265,054 |                                              |  |  | 211,656  | (4) |  |  | 1,176,710 | 
|Termination By the Company Without Cause / By Executive for Good Reason, In Connection With a
Change in Control |  |                            | 1,050,000 |  |                                       |  | 265,054 |                                              |  |  | 229,634  | (5) |  |  | 1,544,687 | 
|Termination By the Company for Cause / By Executive without Good Reason / Disability /
Death                    |  |                            |          |  |                                       |  |         |                                              |  |  |          |     |  |  |           | 
|Change in Control (without termination of employment)                                                           |  |                            |          |  |                                       |  | 265,054 |                                              |  |  |          |     |  |  | 265,054   | 



|(1) | Represents cash severance payments payable pursuant to the Severance Agreement, as well as certain statutory severance benefits under the Employee Retirement Benefit Security Act. See Agreements with
Executives and Potential Payments Upon Termination or Change in Control and Pension Benefits for the Fiscal Year Ended December 31, 2016 for additional information.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the value of immediate vesting of all outstanding stock options and RSUs pursuant to the Severance Agreement. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control for additional information.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents continuation of benefits and perquisites pursuant to the Severance Agreement and our expatriate benefit policy. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control and Compensation Discussion and AnalysisPerquisites and Other Benefits for additional information. Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2016
benefits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes the following continuation of benefits and perquisites for Mr. J. Kim: (a) $21,728, which is housing expenses for Mr. J. Kims housing lease; (b) $12,670 for Mr. J. Kims home
leave flights; (c) $35,956 for insurance premiums; (d) $74,564 for other personal benefits (including personal use of a car service provided by the Company and living expenses); (e) $63,174 of estimated reimbursement for the
difference between the actual tax and the hypothetical tax he will pay for the applicable fiscal year; and (f) $3,564 for estimated reimbursement of Korean tax.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Same as the total amount of Note (4) except $17,978 of insurance premiums for extended 6 months of insurance coverage periods.
|--- | ------------------------------------------------------------------------------------------------------------------------------

Theodore Kim



|                                                                                                                |  |                            |         |  |                                       |  |         |                                              |  |  |          |     |  |  |           | 
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- |  | ------------------------------------- |  | ------- | -------------------------------------------- |  |  | -------- | --- |  |  | --------- | 
|                                                                                                                |  | CashSeverancePayment($)(1) |         |  | Value ofEquityAwardAcceleration($)(2) |  |         | Continuationof Benefits andPerquisites($)(3) |  |  | Total($) |    
|Termination By the Company Without Cause / By Executive for Good Reason                                         |  |                            | 660,000 |  |                                       |  | 196,125 |                                              |  |  | 164,256  | (4) |  |  | 1,020,381 | 
|Termination By the Company Without Cause / By Executive for Good Reason, In Connection With a
Change in Control |  |                            | 990,000 |  |                                       |  | 196,125 |                                              |  |  | 178,157  | (5) |  |  | 1,364,281 | 
|Termination By the Company for Cause / By Executive without Good Reason / Disability /
Death                    |  |                            |        |  |                                       |  |         |                                              |  |  |          |     |  |  |           | 
|Change in Control (without termination of employment)                                                           |  |                            |        |  |                                       |  | 196,125 |                                              |  |  |          |     |  |  | 196,125   | 



23



---



|(1) | Represents cash severance payments payable pursuant to the Severance Agreement, as well as certain statutory severance benefits under the Employee Retirement Benefit Security Act. See Agreements with
Executives and Potential Payments Upon Termination or Change in Control and Pension Benefits for the Fiscal Year Ended December 31, 2016 for additional information.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the value of immediate vesting of all outstanding stock options and RSUs pursuant to the Severance Agreement. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control for additional information.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents continuation of benefits and perquisites pursuant to the Severance Agreement and our expatriate benefit policy. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control and Compensation Discussion and AnalysisPerquisites and Other Benefits for additional information. Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2016
benefits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes the following continuation of benefits and perquisites for Mr. T. Kim: (a) $56,479, which is housing expenses for Mr. T. Kims housing lease; (b) $13,970 for Mr. T. Kims home
leave flights; (c) $27,802 for insurance premiums; (d) $27,549 for other personal benefits (including personal use of a car service provided by the Company and living expenses); (e) $30,571 of estimated reimbursement for the
difference between the actual tax and the hypothetical tax he will pay for the applicable fiscal year; and (f) $7,885 for estimated reimbursement of Korean tax.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Same as the total amount of Note (4) except $13,901 of insurance premiums for extended 6 months of insurance coverage periods.
|--- | ------------------------------------------------------------------------------------------------------------------------------

Tae Jong Lee



|                                                                                                                |  |                            |         |  |                                       |  |         |                                              |  |  |          |     |  |  |         | 
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- |  | ------------------------------------- |  | ------- | -------------------------------------------- |  |  | -------- | --- |  |  | ------- | 
|                                                                                                                |  | CashSeverancePayment($)(1) |         |  | Value ofEquityAwardAcceleration($)(2) |  |         | Continuationof Benefits andPerquisites($)(3) |  |  | Total($) |    
|Termination By the Company Without Cause / By Executive for Good Reason                                         |  |                            | 291,991 |  |                                       |  | 185,786 |                                              |  |  | 23,345   | (4) |  |  | 501,122 | 
|Termination By the Company Without Cause / By Executive for Good Reason, In Connection With a
Change in Control |  |                            | 583,981 |  |                                       |  | 185,786 |                                              |  |  | 23,345   | (5) |  |  | 793,112 | 
|Termination By the Company for Cause / By Executive without Good Reason / Disability /
Death                    |  |                            |        |  |                                       |  |         |                                              |  |  |          |     |  |  |         | 
|Change in Control (without termination of employment)                                                           |  |                            |        |  |                                       |  | 185,786 |                                              |  |  |          |     |  |  | 185,786 | 



|(1) | Represents cash severance payments payable pursuant to the Severance Agreement, as well as certain statutory severance benefits under the Employee Retirement Benefit Security Act. See Agreements with
Executives and Potential Payments Upon Termination or Change in Control and Pension Benefits for the Fiscal Year Ended December 31, 2016 for additional information.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the value of immediate vesting of all outstanding stock options and RSUs pursuant to the Severance Agreement. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control for additional information.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2016 benefits.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(4) | Represents housing expenses for Mr. TJ Lees housing lease.
|--- | -----------------------------------------------------------

|(5) | Same as the amount of Note (4).
|--- | -------------------------------

Woung Moo Lee



|                                                                                                                |  |                            |         |  |                                       |  |         |                                              |  |  |          |  |  |  |         | 
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- |  | ------------------------------------- |  | ------- | -------------------------------------------- |  |  | -------- |  |  |  | ------- | 
|                                                                                                                |  | CashSeverancePayment($)(1) |         |  | Value ofEquityAwardAcceleration($)(2) |  |         | Continuationof Benefits andPerquisites($)(3) |  |  | Total($) | 
|Termination By the Company Without Cause / By Executive for Good Reason                                         |  |                            | 292,302 |  |                                       |  | 185,786 |                                              |  |  |         |  |  |  | 478,089 | 
|Termination By the Company Without Cause / By Executive for Good Reason, In Connection With a
Change in Control |  |                            | 584,605 |  |                                       |  | 185,786 |                                              |  |  |         |  |  |  | 770,391 | 
|Termination By the Company for Cause / By Executive without Good Reason / Disability /
Death                    |  |                            |        |  |                                       |  |        |                                              |  |  |         |  |  |  |        | 
|Change in Control (without termination of employment)                                                           |  |                            |        |  |                                       |  | 185,786 |                                              |  |  |         |  |  |  | 185,786 | 



24



---



|(1) | Represents cash severance payments payable pursuant to the Severance Agreement, as well as certain statutory severance benefits under the Employee Retirement Benefit Security Act. See Agreements with
Executives and Potential Payments Upon Termination or Change in Control and Pension Benefits for the Fiscal Year Ended December 31, 2016 for additional information.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the value of immediate vesting of all outstanding stock options and RSUs pursuant to the Severance Agreement. See Agreements with Executives and Potential Payments Upon Termination or Change in
Control for additional information.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2016 benefits.
|--- | ----------------------------------------------------------------------------------------------------------------------

Pension Benefits for the Fiscal Year Ended December 31, 2016

In addition to the severance benefits described above, pursuant to the Employee Retirement Benefit Security Act, certain executive officers
resident in Korea with one or more years of service are entitled to severance benefits upon the termination of their employment for any reason. The base statutory severance accrues at the rate of approximately one month of base salary per year of
service and is calculated on a monthly basis based upon the officers salary for the prior three-month period. Accordingly, if the named executive officers in the following table had retired on the last day of our fiscal year ended
December 31, 2016, they would have been entitled to the statutory severance payments described below. Assuming no change in the applicable law, each of these executives will continue to accrue additional statutory severance benefits at the rate
described above until his or her service with us terminates.



|               |  |                     |  |                                      |    |  |                                       |  |         |                                   |  |  |   | 
|-------------- |  | ------------------- |  | ------------------------------------ | -- |  | ------------------------------------- |  | ------- | --------------------------------- |  |  | - | 
|Name           |  | Plan Name           |  | Numberof Yearsof CreditedService (#) |    |  | PresentValue ofAccumulatedBenefit ($) |  |         | PaymentsDuringthe LastFiscal Year | 
|Young Joon Kim |  | Statutory Severance |  |                                      | 4  |  |                                       |  | 163,374 |                                   |  |  |  | 
|Jonathan Kim   |  | Statutory Severance |  |                                      | 3  |  |                                       |  | 79,327  |                                   |  |  |  | 
|Theodore Kim   |  | Statutory Severance |  |                                      | 4  |  |                                       |  | 85,793  |                                   |  |  |  | 
|Tae Jong Lee   |  | Statutory Severance |  |                                      | 10 |  |                                       |  | 225,256 |                                   |  |  |  | 
|Woung Moo Lee  |  | Statutory Severance |  |                                      | 3  |  |                                       |  | 76,426  |                                   |  |  |  | 

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Director Compensation for the Fiscal Year Ended December 31, 2016



|                 |  |                             |         |     |                   |  |        |                     |  |  |          |      |  |  |         | 
|---------------- |  | --------------------------- | ------- | --- | ----------------- |  | ------ | ------------------- |  |  | -------- | ---- |  |  | ------- | 
|Name             |  | FeesEarnedor Paidin Cash($) |         |     | StockAwards($)(9) |  |        | OptionAwards($)(10) |  |  | Total($) |     
|Michael Elkins   |  |                             | 69,582  | (2) |                   |  | 94,916 |                     |  |  | 102,521  | (11) |  |  | 267,019 | 
|Melvin Keating   |  |                             | 134,630 | (3) |                   |  | 59,999 |                     |  |  | 65,894   | (12) |  |  | 260,523 | 
|Randal Klein(1)  |  |                             |        |     |                   |  |        |                     |  |  |         |      |  |  |        | 
|Ilbok Lee        |  |                             | 208,926 | (4) |                   |  | 94,916 |                     |  |  | 102,521  | (11) |  |  | 406,363 | 
|Camillo Martino  |  |                             | 130,146 | (5) |                   |  | 59,999 |                     |  |  | 65,894   | (12) |  |  | 256,039 | 
|R. Douglas Norby |  |                             | 129,393 | (6) |                   |  | 34,916 |                     |  |  | 36,628   | (13) |  |  | 200,938 | 
|Nader Tavakoli   |  |                             | 216,746 | (7) |                   |  | 94,916 |                     |  |  | 102,521  | (11) |  |  | 414,183 | 
|Gary Tanner      |  |                             | 289,444 | (8) |                   |  | 94,916 |                     |  |  | 102,521  | (11) |  |  | 486,881 | 



|(1) | This director did not receive any compensation in 2016.
|--- | -------------------------------------------------------

|(2) | Consists of an annual retainer of $66,925 paid to independent directors plus an additional $8,014 for serving as Board Chairman, an additional $11,401 for serving as the chair of our Compensation Committee, an
additional $1,068 for serving as a member of our Compensation Committee, an additional $8,730 for serving as a member of our Audit Committee, an additional $3,444 for serving as a member of our Nominating and Corporate Governance Committee and an
additional $15,000 in meeting fees pursuant to our director compensation policy each for services performed from January 1, 2016 through September 8, 2016 when Mr. Elkins resigned from our Board of Directors. In 2016, Mr. Elkins returned $45,000 for
serving as Lead Director paid by the Company in 2015 due to our Board of Directors decision not to appoint a Lead Director for 2015.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---



|(3) | Consists of an annual retainer of $90,000 paid to independent directors plus an additional $20,479 for serving as the chair of our Audit Committee, an additional $1,151 for serving as a member of our Audit Committee,
each partially paid in advance for serving as a non-employee director and as a committee chair or committee member from the date of our 2016 annual meeting through the date of our 2017 annual meeting, an additional $3,000 in meeting fees, and an
additional $20,000 in Advisory Committee fees pursuant to our director compensation policy.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Consists of an annual retainer of $142,377 paid to independent directors, consisting of $52,377 for serving as a non-employee director from January 1, 2016 through July 31, 2016 and $90,000 paid in advance for serving
as a non-employee director from the date of our 2016 annual meeting until our 2017 annual meeting, plus an additional $15,820 for serving as the chair of our Nominating and Corporate Governance Committee, an additional $15,820 for serving as a
member of our Compensation Committee, an additional $7,910 for serving as a member of our Risk Committee, each partially paid in advance for serving as a committee chair and committee member from January 1, 2016 until our 2017 annual meeting, and an
additional $27,000 in meeting fees pursuant to our director compensation policy.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Consists of an annual retainer of $90,000 paid to independent directors plus an additional $12,288 for serving as the chair of our Compensation Committee, an additional $767 for serving as a member of our Compensation
Committee, an additional $4,091 for serving as a member of our Nominating and Corporate Governance Committee, each partially paid in advance for serving as a non-employee director and as a committee chair or committee member from the date of our
2016 annual meeting through the date of our 2017 annual meeting, an additional $3,000 in meeting fees, and an additional $20,000 in Advisory Committee fees pursuant to our director compensation policy.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Consists of an annual retainer of $52,377 paid to independent directors plus an additional $43,648 for serving as Board Chairman, an additional $14,549 for serving as the chair of our Audit Committee, an additional
$2,910 for serving as a member of our Nominating and Corporate Governance Committee, an additional $2,910 for serving as a member of our Risk Committee, each for serving as a non-employee director, as Board Chairman, and as a committee chair or
committee member from January 1, 2016 through July 31, 2016, and an additional $13,000 in meeting fees pursuant to our director compensation policy.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Consists of an annual retainer of $142,377 paid to independent directors, consisting of $52,377 for serving as a non-employee director from January 1, 2016 through July 31, 2016 and $90,000 paid in advance for serving
as a non-employee director from the date of our 2016 annual meeting until our 2017 annual meeting, plus an additional $15,820 for serving as the chair of our Risk Committee, an additional $23,730 for serving as a member of our Audit Committee, an
additional $15,820 for serving as a member of our Compensation Committee, each partially paid in advance for serving as a committee chair and committee member from January 1, 2016 until our 2017 annual meeting, and an additional $19,000 in meeting
fees pursuant to our director compensation policy.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Consists of an annual retainer of $142,377 paid to independent directors, consisting of $52,377 for serving as a non-employee director from January 1, 2016 through July 31, 2016 and $90,000 paid in advance for serving
as a non-employee director from the date of our 2016 annual meeting until our 2017 annual meeting, plus an additional $61,433 for serving as Board Chairman, an additional $2,712 for serving as the chair of our Compensation Committee, an additional
$23,730 for serving as a member of our Audit Committee, an additional $8,192 for serving as a member of our Compensation Committee, an additional $5,000 for serving as a member of our Nominating and Corporate Governance Committee, each partially
paid in advance for serving as Board Chairman, as a committee chair and as committee member from January 1, 2016 until our 2017 annual meeting, an additional $26,000 in meeting fees, and an additional $20,000 in Advisory Committee fees pursuant to
our director compensation policy.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents the grant date fair value of RSUs granted in 2016. As of December 31, 2016, Mr. Elkins held 22,020 RSUs in the aggregate, of which 22,020 had vested as of December 31, 2016, Mr. Keating held 8,119 RSUs in the
aggregate, of which none of RSUs had vested as of December 31, 2016, Dr. Lee held 30,139 RSUs in the aggregate, of which 22,020 had vested as of December 31, 2016, Mr. Martino held 8,119 RSUs in the aggregate, of which none of RSUs had vested as of
December 31, 2016, Mr. Norby held 22,020 RSUs in the aggregate, of which 22,020 had vested as of December 31, 2016, Mr. Tavakoli held 30,139 RSUs in the aggregate, of which 22,020 had vested as of December 31, 2016 and Mr. Tanner held 19,841 RSUs in
the aggregate, of which 11,722 had vested as of December 31, 2016. Mr. Klein, our other non-employee director as of December 31, 2016, did not hold any outstanding stock or option awards as of December 31, 2016.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Represents grant date fair value determined in accordance with FASB ASC 718. See Note 1 Business, Basis of Presentation and Summary of Significant Accounting PoliciesStock-Based Compensation, and Note
13 Equity Incentive Plans to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data in the Original 10-K Filing. As of December 31, 2016, Mr. Elkins held aggregate options to
purchase 154,856 shares of our common stock, of which 154,856 shares subject to the options had vested as of December 31, 2016, Mr. Keating held aggregate options to purchase 37,904 shares of our common stock, of which none of shares subject to the
options had vested as of December 31, 2016, Dr. Lee held aggregate options to purchase 192,760 shares of our common stock, of which 154,856 shares subject to the options had vested as of December 31, 2016, Mr. Martino held aggregate options to
purchase 37,094 shares of our common stock, of which none of shares subject to the options had vested as of December 31, 2016, Mr. Norby held aggregate options to purchase 174,856 shares of our common stock, of which 174,856 shares subject to
the options had vested as of December 31, 2016, Mr. Tavakoli held aggregate options to purchase 200,960 shares of our common stock, of which 163,056 shares subject to these options had vested as of December 31, 2016 and Mr. Tanner held
aggregate options to purchase 81,284 shares of our common stock, of which 43,380 shares subject to the options had vested as of December 31, 2016. Mr. Klein, our other non-employee director as of December 31, 2016, did not hold any outstanding
stock or option awards as of December 31, 2016.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Consists of an option grant to the independent director to purchase 29,478 shares of common stock issued on March 11, 2016 under the 2011 Plan at an exercise price of $5.53 for serving as a non-employee director from
January 1, 2016 through July 31, 2016 plus an option grant to the independent director to purchase 37,904 shares of common stock issued on August 8, 2016 under the 2011 Plan at an exercise price of $7.39 for serving as a non-employee director from
the date of our 2016 annual meeting through the date of our 2017 annual meeting.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Consists of an option grant to the independent director to purchase 37,904 shares of common stock issued on August 8, 2016 under the 2011 Plan at an exercise price of $7.39 for serving as a non-employee director from
the date of our 2016 annual meeting through the date of our 2017 annual meeting.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) | Consists of an option grant to the independent director to purchase 29,478 shares of common stock issued on March 11, 2016 under the 2011 Plan at an exercise price of $5.53 for serving as a non-employee director from
January 1, 2016 through July 31, 2016.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---



Further Information Regarding Director Compensation

Under our director compensation policy in effect in 2016, (i) each non-employee director received
a fee of $90,000 per year; (ii) the chairman of the Board received an additional fee of $75,000 per year; (iii) the chair of our Audit Committee received an additional fee of $25,000 per year; (iv) the chair of our Compensation
Committee received an additional fee of $15,000 per year; (v) the chair of our Nominating and Corporate Governance Committee and the chair of our Risk Committee each received an additional fee of $10,000 per year; (vi) each member of our
Audit Committee received an additional $15,000 per year, each member of Compensation Committee received an additional $10,000 per year and each member of our Nominating and Corporate Governance Committee and Risk Committee received an additional fee
of $5,000 per year per committee; (vii) upon election to the Board of Directors, each non-employee director will be granted, pursuant to the Companys equity incentive plan as in effect at such time,
an option having a grant date fair value equal to $60,000, at an exercise price per share determined as the fair market value of a share on the date of grant and with vesting over one year at a rate of 100% on the first anniversary of grant, and a
restricted stock unit award having a grant date fair value equal to $60,000 with vesting over one year at a rate of 100% on the first anniversary of grant, with such grants to be made on the earlier of (A) the meeting date of the Companys
Annual Meeting of Stockholders for such year and (B) August 31 of such year; and (viii) if a non-employee directors initial appointment to the Board occurs other than at an Annual Meeting of
Stockholders of the Company, such director will be granted, pursuant to the Companys equity incentive plan as in effect at such time, an option (at an exercise price per share determined as the fair market value of a share on the date of
grant) and a restricted stock unit award having an aggregate grant date fair value equal to $120,000 multiplied by the quotient of the number of days elapsed from the date of initial appointment to the date of the Companys next Annual Meeting
of Stockholders (or, if earlier, August 31 of such year) divided by 365 (with each of the option and the restricted stock unit award to comprise 50% of such total grant), with such grants to vest 100% on the date of the Companys next
Annual Meeting of Stockholders (or, if earlier, August 31 of such year). In 2016, the Company changed the timing of payment of its annual and committee service fees to non-employee directors such that each of the cash payments referenced in the
preceding sentences was paid on the meeting date of the Companys 2016 Annual Meeting of Stockholders for the annual period of service beginning on such meeting date and continuing through the date of the 2017 Annual Meeting of Stockholders. As
a result, the Company also made a prorated payment of director fees owed for the period from January 1, 2016 through July 31, 2016. Effective January 2017, the cash payments referenced above will be paid in quarterly installments for any fiscal
quarter during which a non-employee director serves on the Board of Directors. Our non-employee directors also receive certain fees for attending meetings of the Board
of Directors, the standing committees on which they serve and certain ad hoc committees on which they serve, including a fee of $10,000 for each on-site visit to the Companys Korean headquarters made by
a member of the Advisory Committee of the Board of Directors. Our director compensation policy in effect for 2016 also provided that the Lead Director of the Board, if any, would receive an additional fee of $45,000 per year. No Lead Director was
appointed for 2016. Mr. Klein is required by the internal policy of his employer, Avenue, to waive all compensation under the policy on a year-by-year basis. The
Board of Directors accepted his waiver of all compensation under the policy for his services as director during the year 2016.

Compensation Committee
Interlocks and Insider Participation

None of the members of the Compensation Committee has been an officer or employee of our Company
during the last fiscal year. During 2016, decisions regarding executive officer compensation were made by our Compensation Committee. Mr. YJ Kim, our Chief Executive Officer, participated in deliberations of our Compensation Committee regarding
the determination of compensation of our executive officers other than himself for 2016 and prior periods. None of our executive officers currently serves, or in the past has served, as a member of the board of directors or the compensation
committee of any entity that has one or more executive officers serving on our Board of Directors.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis as set forth above under Compensation
Discussion and Analysis with our management and, based on such review and discussion, has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2016.

The foregoing report was submitted by the
Compensation Committee and shall not be deemed to be soliciting material or to be filed with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act and shall not be incorporated by
reference in any of our other filings under the Securities Act or Exchange Act except to the extent we specifically incorporate this report therein.

Members of the Committee:

Camillo Martino, Chair

Ilbok Lee

Gary Tanner

Nader Tavakoli



27



---



Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our outstanding common stock for: (1) each person or
entity known to us to beneficially own more than 5% of any class of our outstanding securities; (2) each member of our Board of Directors; (3) each of our named executive officers; and (4) all of the members of our Board of Directors
and executive officers, as a group. The following tables list the number of shares and percentage of shares beneficially owned based on 33,553,688 shares of common stock outstanding as of March 31, 2017.

The amounts and percentages of equity interests beneficially owned are reported on the basis of SEC regulations governing the determination of
beneficial ownership of securities. Under SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such
security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire
beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of the securities as to which he or she has no economic
interest.

Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address of each person listed in the table below is c/o MagnaChip Semiconductor, Ltd., 215 Daesin-ro, Hungduk-gu, Cheongju-si, 361-725, Korea.



|                                                       |  |                                           |           |  |                   |  |      |  
|------------------------------------------------------ |  | ----------------------------------------- | --------- |  | ----------------- |  | ---- | -
|Name and Address of Beneficial Owner                   |  | Amount andNature ofBeneficialOwnership(1) |           |  | PercentofClass(1) | 
|Principal Stockholders                                 |  |                                           |           |  |                   |  |      |  
|Funds managed by Brigade Capital Management, LP(2)     |  |                                           | 5,855,621 |  |                   |  | 17.5 | %
|Funds managed by Avenue Capital Management II, L.P.(3) |  |                                           | 4,088,978 |  |                   |  | 12.2 | %
|Funds managed by Engaged Capital, LLC(4)               |  |                                           | 4,058,667 |  |                   |  | 12.1 | %
|Funds managed by North Run Advisors, LLC(5)            |  |                                           | 3,400,000 |  |                   |  | 10.1 | %
|Funds managed by Capital World Investors(6)            |  |                                           | 2,355,000 |  |                   |  | 7.0  | %
|                                                       |  |                                          
|Directors and Executive Officers                       |  |                                           |           |  |                   |  |      |  
|Melvin Keating                                         |  |                                           | 6,500     |  |                   |  | *    |  
|Randal Klein(7)                                        |  |                                           |          |  |                   |  |     |  
|Ilbok Lee(8)                                           |  |                                           | 176,876   |  |                   |  | *    |  
|Camillo Martino                                        |  |                                           | 8,000     |  |                   |  | *    |  
|Gary Tanner(9)                                         |  |                                           | 55,102    |  |                   |  | *    |  
|Nader Tavakoli(10)                                     |  |                                           | 190,626   |  |                   |  | *    |  
|Young-Joon Kim(11)                                     |  |                                           | 314,883   |  |                   |  | *    |  
|Jonathan Kim(12)                                       |  |                                           | 138,658   |  |                   |  | *    |  
|Theodore Kim(13)                                       |  |                                           | 115,616   |  |                   |  | *    |  
|Tae Jong Lee(14)                                       |  |                                           | 157,716   |  |                   |  | *    |  
|Woung Moo Lee(15)                                      |  |                                           | 107,716   |  |                   |  | *    |  
|Directors and Officers as a group (11 persons)(16)     |  |                                           | 1,271,693 |  |                   |  | 3.7  | %



|* | Less than one percent
|- | ---------------------

|(1) | Includes any outstanding common stock held and, to the extent applicable, shares issuable upon the exercise or conversion of any securities that are exercisable or convertible within 60 days of March 31, 2017.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on the information contained in an Amendment No. 2 to Schedule 13G filed with the SEC on
January 20, 2017 by Brigade Capital Management, LP (Brigade Capital), Brigade Capital Management GP, LLC (Bridge Capital Management), Brigade Leveraged Capital Structures Fund Ltd. (Brigade Fund) and Donald
E. Morgan, III. Each of Brigade Capital, Brigade Capital Management, Bridge Fund and Mr. Morgan may be deemed to beneficially own the shares of common stock listed in the table above and has shared power to vote or to direct the vote and shared
power to dispose or to direct the disposition of such shares (except that Brigade Fund beneficially owns, and shares power to vote
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28



---



| | or to direct the vote and shares power to dispose or to direct the disposition of, 4,856,227 of such shares). The shares of common stock listed in the table above includes 5.00% Exchangeable
Senior Notes due 2021 issued by MagnaChip Semiconductor S.A. (the Exchangeable Senior Notes) that are exchangeable at the option of the holder into 2,725,621 shares of our common stock. The Exchangeable Senior Notes are subject to a
blocker provision that precludes Brigade Capital and its affiliates from converting the Exchangeable Senior Notes to the extent that Brigade Capital and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the
Exchange Act) in excess of 12.49% of our common stock outstanding immediately after giving effect to such conversion. The business address of each of Brigade Capital, Bridge Capital Management and Mr. Morgan is 399 Park Avenue, 16th Floor, New
York, New York 10022. The business address of Brigade Fund is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9007, Cayman Islands.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Based on information contained in an Amendment No. 4 to Schedule 13G filed with the SEC on February 12, 2016 by Avenue Partners, LLC (Avenue Partners), Avenue Capital Management II, L.P.
(Avenue Capital Management), Avenue Capital Management II GenPar, LLC (Avenue Capital Management GenPar) and Marc Lasry. Avenue Partners is the general partner of Avenue Investments, L.P. (Avenue Investments) and
the sole shareholder of Avenue International Master GenPar, Ltd. (Avenue International GenPar), the general partner of Avenue International Master, L.P. (Avenue International Master), with respect to the common stock held by
Avenue Investments and Avenue International, Ltd. (Avenue International). Avenue Capital Management is the investment manager to Avenue Investments, Avenue International, Avenue-CDP Global
Opportunities Fund, L.P. (Avenue-CDP), Avenue PPF Opportunities Fund, L.P. (Avenue PPF), Avenue Special Situations Fund IV, L.P. (Avenue Fund IV), Avenue Special Situations
Fund V, L.P. (Avenue Fund V) and Avenue Entrust Customized Portfolio SPC on behalf of and for the account of Avenue US/Europe Distressed Segregated Portfolio (Avenue Entrust) (collectively, the Funds). Avenue Capital
Management GenPar is the general partner of Avenue Capital Management. Mr. Lasry is the managing member of Avenue Partners and Avenue Capital Management GenPar.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Avenue Capital Management, Avenue Capital Management GenPar and Mr. Lasry beneficially own 4,088,978 shares of common stock through the
Funds. The Funds ownership is as follows: Avenue Investments owns 722,264 shares of common stock, Avenue International owns 1,234,715 shares of common stock, Avenue-CDP owns 84,924 shares of common stock,
Avenue Fund IV owns 496,023 shares of common stock, Avenue Fund V owns 619,115 shares of common stock, Avenue Entrust owns 119,747 shares of common stock and Avenue PPF owns 812,190 shares of common stock. Avenue Partners beneficially owns 1,956,979
shares of common stock through Avenue Investments and Avenue International Master.

Avenue International GenPar, Avenue Partners, Avenue
Capital Management, Avenue Capital Management GenPar and Mr. Lasry have the shared power to vote and dispose of the shares of common stock held by the Funds. The address for Avenue Partners, Avenue Capital Management, Avenue Capital Management
GenPar and Mr. Lasry is 399 Park Avenue, 6th Floor, New York, NY 10022.



|(4) | Based on information contained in an Amendment No. 6 to Schedule 13D filed with the SEC on January 13,
2017 by (i) Engaged Capital Flagship Master Fund, LP (Engaged Capital Flagship Master), a Cayman Islands exempted limited partnership formerly known as Engaged Capital Master Feeder II, LP, with respect to the Shares directly and
beneficially owned by it, (ii) Engaged Capital Flagship Fund, LP (Engaged Capital Fund), a Delaware limited partnership formerly known as Engaged Capital II, LP, as a feeder fund of Engaged Capital Flagship Master,
(iii) Engaged Capital Flagship Fund, Ltd. (Engaged Capital Offshore), a Cayman Islands exempted company formerly known as Engaged Capital II Offshore Ltd., as a feeder fund of Engaged Capital Flagship Master, (iv) Engaged
Capital, LLC, a Delaware limited liability company (Engaged Capital), as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of a certain managed account (the Engaged Capital
Account), (v) Engaged Capital Holdings, LLC, a Delaware limited liability company (Engaged Holdings), as the managing member of Engaged Capital and (vi) Glenn W. Welling, as the Founder and Chief Investment Officer
(CIO) of Engaged Capital and the sole member of Engaged Holdings. Engaged Capital Flagship Master beneficially owns 3,710,817 of the shares of common stock listed in the table above, which includes 605,693 shares of common stock issuable
upon the conversion of the Exchangeable Senior Notes. Engaged Capital Flagship Master and the Engaged Capital Account own Exchangeable Senior Notes convertible into 544,674 shares of our common stock and 61,019 shares of our common stock,
respectively. The Exchangeable Senior Notes are subject to a blocker provision that precludes a holder and its affiliates from converting the Exchangeable Senior Notes to the extent that such holder and its affiliates would beneficially own (as
determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of our common stock outstanding immediately after giving effect to such conversion. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of
Engaged Capital Flagship Master, may be deemed to beneficially own the 3,710,817 shares beneficially owned directly by Engaged Capital Flagship Master. 347,850 of the shares of common stock listed in the table above were held in the
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---



| | Engaged Capital Account. Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed
to beneficially own the common shares directly beneficially owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially
own the shares of common stock directly beneficially owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings,
may be deemed to beneficially own the shares of common stock directly beneficially owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account. By virtue of their respective positions with Engaged Capital
Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the shares of common stock owned by Engaged Capital Flagship
Master. By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.
Each of Engaged Capital Flagship Master, Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling specifically disclaims beneficial ownership of the securities listed herein that he or it does not
directly own. The business address of each of Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman
KY1-1111, Cayman Islands. The business address of each of Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Based on the information contained in a Schedule 13G filed with the SEC on February 12, 2016 by North Run Advisors, LLC (North Run), North Run Capital, LP (North Run Capital), Todd B. Hammer
and Thomas B. Ellis. Each of North Run, North Run Capital, Mr. Hammer and Mr. Ellis may be deemed the beneficial owner of all of the shares of common stock listed in the table above and has shared power to vote or to direct the vote and
shared power to dispose or to direct the disposition of such shares. The business address of each is One International Place, Suite 2401 Boston, MA 02110.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Based on information contained in an Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2017 by Capital World Investors (Capital World), a division of Capital Research and
Management Company (CRMC). Capital World is deemed to be the beneficial owner of the shares of common stock listed in the table above as a result of CRMC acting as investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. Capital World may be deemed to have sole power to vote and dispose of the shares of common stock listed in the table above. One or more clients of Capital World have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock. Capital World holds more than five percent of the outstanding common stock as of December 30, 2016 on behalf of SMALLCAP World Fund, Inc.
The business address for Capital World is 333 South Hope Street Los Angeles, CA 90071.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The address for Mr. Klein is 399 Park Avenue, 6th Floor, New York, NY 10022.
|--- | ----------------------------------------------------------------------------

|(8) | Represents 15,706 shares of common stock, options to purchase 154,856 shares of common stock and 6,314 shares of common stock subject to restricted stock units (RSUs) that will be vested and may be exercised
or settled, as applicable, as of May 30, 2017.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents 5,408 shares of common stock, options to purchase 43,380 shares of common stock and 6,314 shares of common stock subject to RSUs that will be vested and may be exercised or settled, as applicable, as of
May 30, 2017.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Represents 21,256 shares of common stock, options to purchase 163,056 shares of common stock and 6,314 shares of common stock subject to RSUs that will be vested and may be exercised or settled, as applicable, as of
May 30, 2017.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Represents 39,375 shares of common stock and options to purchase 275,508 shares of common stock that will be vested as of May 30, 2017.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------

|(12) | Represents 30,375 shares of common stock and options to purchase 108,283 shares of common stock that will be vested and may be exercised as of May 30, 2017.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Represents 22,500 shares of common stock and options to purchase 93,116 shares of common stock that will be vested and may be exercised as of May 30, 2017.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



30



---



|(14) | Represents 40,800 shares of common stock and options to purchase 116,916 shares of common stock that will be vested and may be exercised as of May 30, 2017.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Represents 19,800 shares of common stock and options to purchase 87,916 shares of common stock that will be vested and may be exercised as of May 30, 2017.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Our directors and executive officers as of March 31, 2017 as a group beneficially own 1,271,693 shares of common stock or 3.7%, which represents 209,720 shares of common stock, options to purchase 1,043,031 shares
of common stock and 18,942 shares of common stock subject to RSUs that will be vested and may be exercised or settled, as applicable, as of May 30, 2017.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Compensation Plan Table

The
following table provides information as of December 31, 2016, regarding securities authorized for issuance under the Companys compensation plans. The Companys compensation plans include the 2009 Plan, the 2011 Plan, and the Purchase
Plan. The numbers in the following table do not include options or shares that may be added to the issuable amounts under the 2011 Plan or the Purchase Plan, respectively, after December 31, 2016, in accordance with the terms of the respective
plans.



|                                                           |  |                                                                                         |           |     |                                                                            |   |      |                                                                                                                                          |  |  |         |    
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | --------- | --- | -------------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- | ---
|Plan Category                                              |  | (a)Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrants orrights |           |     | (b)Weighted-averageexercise price ofoutstanding options,warrants or rights |   |      | (c)Number of securitiesremaining available forfuture issuance underequity compensationplans
(excludingsecurities reflected incolumn (a)) | 
|Equity compensation plans approved by security holders     |  |                                                                                         | 3,947,145 | (1) |                                                                            | $ | 9.23 | (1)                                                                                                                                      |  |  | 556,949 | (2)
|Equity compensation plans not approved by security holders |  |                                                                                         |          |     |                                                                            |   |     |                                                                                                                                          |  |  |        |    
|Total:                                                     |  |                                                                                         | 3,947,145 |     |                                                                            |   |      |                                                                                                                                          |  |  | 556,949 |    



|(1) | Comprised of (a) stock options to purchase 524,399 shares of common stock under the 2009 Plan, at a weighted average exercise price of $6.44 per share, (b) stock options to purchase 2,904, 266 shares of common
stock under the 2011 Plan, at a weighted average exercise price of $9.74 per share, and (c) 518,480 shares of common stock subject to restricted stock units under the 2011 Plan. There are no outstanding securities under the suspended Purchase Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Excludes 1,163,880 shares of common stock that remain available as of December 31, 2016, for future issuance under the suspended Purchase Plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

For more information on our 2009 Plan, 2011 Plan and Purchase Plan, please see the narrative disclosure following Item 11: Executive
CompensationGrants of Plan-Based Awards for fiscal year 2016 above.



31



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Item 13. Certain Relationships and Related Transactions, and Director
Independence

Related Person Transactions Policy

Under our Related Person Transactions Policy, transactions involving our directors, executive officers, significant stockholders and other
related persons that involve an amount in excess of $120,000 must be approved by the Companys Audit Committee or, in the event it is determined that it is not practicable or desirable for the Company to wait until the next meeting of the full
Audit Committee, the Chair of the Audit Committee (who possesses delegated authority to act between Audit Committee meetings). The Audit Committee (or the Chair of the Audit Committee, as applicable) will consider all of the relevant facts and
circumstances available to it, including (if applicable) but not limited to: the benefits to the Company; the impact on a directors independence in the event the related person is a director, an immediately family member of a director or an
entity in which a director is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees
generally. The Audit Committee may seek bids, quotes or independent valuations from third parties in connection with assessing any related person transaction. The Audit Committee (or the Chair of the Audit Committee, as applicable) will approve only
those transactions that are in, or are not inconsistent with, the best interests of the Company, as the Audit Committee (or the Chair of the Audit Committee, as applicable) determines in good faith.

Registration Rights Agreement

On
November 9, 2009, we entered into a registration rights agreement with the holders of MagnaChip Semiconductor LLCs common units issued in our reorganization proceedings, including Avenue, where we granted them registration rights with
respect to our common stock for which the Company may incur fees and expenses in connection with the exercise of such registration rights.

Exchangeable Notes Offering Stock Repurchase

On January 17, 2017, the Companys wholly-owned subsidiary, MagnaChip Semiconductor S.A. (the Issuer), closed an offering
(the Exchangeable Notes Offering) of $86.25 million aggregate principal amount of the Exchangeable Senior Notes.

Engaged
Capital Flagship Master Fund, LP (Engaged Capital Flagship Master Fund), a fund for whom Engaged Capital, LLC (Engaged Capital) serves as investment advisor, purchased $4,496,288 principal amount of the Issuers
Exchangeable Senior Notes in the Exchangeable Notes Offering. Funds managed by Engaged Capital beneficially own approximately 12.1% of the Companys common stock (subject to certain blocker provisions in the Exchangeable Senior Notes that may
limit conversion to an aggregate of 9.99% of the Companys common stock). In connection with the Exchangeable Notes Offering, the Company also repurchased 347,850 and 52,150 shares of the Companys common stock from Engaged Capital
Flagship Master Fund, and a managed account for which Engaged Capital serves as investment adviser, respectively, at an aggregate purchase price of $2.21 million and $0.33 million, respectively.

Director Independence

The Board of
Directors reviews the independence of each director annually. In determining the independence of our directors, our Board of Directors considered Section 303A of the NYSE listing standards and broadly considered the materiality of each
directors relationship with us. Based upon the foregoing criteria, our Board of Directors has determined that the following directors are independent: Mr. Melvin L. Keating,, Dr. Ilbok Lee, Mr. Camillo Martino, Mr. Gary
Tanner and Mr. Nader Tavakoli. Our Board of Directors also determined that R. Douglas Norby and Michael Elkins, each of whom served as a director during 2016, were independent based upon the foregoing criteria. In making such determination of
independence for Mr. Elkins under the applicable NYSE independence standards, the Board of Directors specifically considered Mr. Elkins previous employment and consulting arrangement with Avenue.



32



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Item 14. Principal Accounting Fees and Services.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees billed or expected to be billed for professional services rendered by Samil PricewaterhouseCoopers and its
affiliates for the years ended December 31, 2016 and 2015.



|                   |  |                        |     |  |      |   |     | 
|------------------ |  | ---------------------- | --- |  | ---- | - | --- | 
|                   |  | Year Ended December 31 |    
|                   |  | 2016                   |     |  | 2015 |  
|                   |  | (in millions)          |    
|Audit fees         |  | $                      | 1.2 |  |      | $ | 1.6 | 
|Audit Related fees |  |                        |    |  |      |   |    | 
|Tax fees           |  |                        |    |  |      |   |    | 
|All other fees     |  |                        |    |  |      |   |    | 
|                   |  |                        |     |  |      |   |     | 
|Total              |  | $                      | 1.2 |  |      | $ | 1.6 | 
|                   |  |                        |     |  |      |   |     | 

Policy and procedure for approval of audit and permitted non-audit services

All audit fees were pre-approved by the Companys Audit Committee, which concluded that
the provision of such services by Samil PricewaterhouseCoopers and its affiliates was compatible with the maintenance of that firms independence in the conduct of its auditing functions. With respect to outside auditor independence, the Audit
Committee Charter provides for pre-approval of audit services and non-audit services, based on independence, qualifications and, if applicable, performance, and approve
the fees and other terms of any such engagement. The Audit Committee Charter authorizes the Audit Committee to delegate to one or more of its members the authority to grant pre-approvals for such services,
provided that the decisions of such member(s) to grant any such pre-approval shall be presented to the Committee at its next scheduled meeting. The Audit Committee followed these guidelines in approving all
services rendered by Samil PricewaterhouseCoopers and its affiliates.



33



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PART IV

Item 15. Exhibits and Financial Statement Schedules



|1. | Financial Statements
|-- | --------------------

The information required by this item is included in Item 8 of Part
II of the Original 10-K Filing.



|2. | Financial Statement Schedules
|-- | -----------------------------

Financial Statement Schedules are omitted because of the absence
of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.



|3. | Exhibits
|-- | --------



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.1         |  | Second Amended Chapter 11 Plan of Reorganization Proposed by the Official Committee of Unsecured Creditors of MagnaChip Semiconductor Finance Company, et al., dated as of September 24, 2009 (incorporated by reference to Exhibit
2.1 to our Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                           
|            | 
|3.1         |  | Certificate of Conversion of MagnaChip Semiconductor LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2011).                                                                                                                                                                                                                                                                         
|            | 
|3.2         |  | Certificate of Incorporation of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on March 11, 2011).                                                                                                                                                                                                                                                              
|            | 
|3.3         |  | Amended and Restated Bylaws of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 6, 2016).                                                                                                                                                                                                                                                                  
|            | 
|3.4         |  | Form of Plan of Conversion of MagnaChip Semiconductor LLC (incorporated by reference to Exhibit 3.6 to our Amendment No. 2 to Registration Statement on Form S-1 filed on
May 11, 2010 (Registration No. 333-165467)).                                                                                                                                                                                                                 
|            | 
|3.5         |  | Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MagnaChip Semiconductor Corporation, as filed with the Secretary of the State of Delaware on March 6, 2015 (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 6, 2015).                                                                                                                 
|            | 
|4.1         |  | Rights Agreement, dated as of March 5, 2015, between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, which includes as Exhibits thereto the Form of Certificate of Designation, the
Form of Right Certificate and the Summary of Terms attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 6,
2015).
|            | 
|4.1-1       |  | Amendment No. 1 dated as of March 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to
Exhibit 4.1 to our Current Report on Form 8-K filed on March 2, 2016).                                                                                                                                                  
|            | 
|4.1-2       |  | Amendment No. 2 dated as of September 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, as previously amended by the
Amendment No.1 to the Rights Agreement, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on September 2, 2016).                                          
|            | 
|4.2         |  | Registration Rights Agreement, dated as of November 9, 2009, by and among MagnaChip Semiconductor LLC and each of the securityholders named therein (incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                     
|            | 
|4.3         |  | Indenture, dated as of July 18, 2013, between MagnaChip Semiconductor Corporation, as issuer, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K
filed on July 18, 2013).                                                                                                                                                                              
|            | 
|4.4         |  | First Supplemental Indenture, dated as of March 27, 2014, to Indenture, dated as of July 18, 2013, between MagnaChip Semiconductor Corporation, as issuer, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on June 25, 2014).                                                                                                                 
|            | 
|4.5         |  | Form of 6.625% Senior Notes due 2021 and notation of guarantee (included in Exhibit 4.2)                                                                                                                                                                                                                                                                                                                                               



34



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.6^        |  | Indenture, dated as of January 17, 2017, among MagnaChip Semiconductor S.A., as issuer, MagnaChip Semiconductor Corporation, as guarantor, and U.S. Bank National Association, as trustee                                                                                                                                                                                                                                                           
|            | 
|4.7^        |  | Form of 5.00% Exchangeable Senior Note due 2021 and note guarantee (included in Exhibit 4.6)                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.1        |  | Intellectual Property License Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.2 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                             
|            | 
|10.2(1)     |  | Land Lease and Easement Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.3 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                                   
|            | 
|10.3        |  | First Amendment to Land Lease and Easement Agreement, dated as of December 30, 2005, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.4 to our Amendment
No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                              
|            | 
|10.4(1)     |  | General Service Supply Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to MagnaChip
Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on
October 14, 2010).                                                         
|            | 
|10.5        |  | First Amendment to the General Service Supply Agreement, dated as of December 30, 2005, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.6 to our
Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                           
|            | 
|10.6(1)     |  | License Agreement (ModularBCD), dated as of March 18, 2005, by and between Advanced Analogic Technologies, Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.7 to our Registration Statement
on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                              
|            | 
|10.7(1)     |  | Amended & Restated License Agreement (TrenchDMOS), dated as of September 19, 2007, by and between Advanced Analogic Technologies, Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit
10.8 to Amendment No. 2 to MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration
No. 333-168516) filed on October 14, 2010).                         
|            | 
|10.8(1)     |  | Technology License Agreement, dated as of December 16, 1996, by and between Advanced RISC Machines Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by
reference to Exhibit 10.9 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                             
|            | 
|10.9(1)     |  | Amendment to the Technology License Agreement, dated as of October 16, 2006, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to
MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed
on October 14, 2010).                                                       
|            | 
|10.10(1)    |  | ARM7201TDSP Device License Agreement, dated as of August 26, 1997, by and between Advanced RISC Machines Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by
reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                      
|            | 
|10.11(1)    |  | Technology License Agreement, dated as of October 5, 1995, by and between Advanced RISC Machines Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by reference
to Exhibit 10.12 to Amendment No. 2 to MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on October 14, 2010).
|            | 
|10.12(1)    |  | Technology License Agreement, dated as of July 2001, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to Exhibit 10.13 to our
Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                         
|            | 
|10.13(1)    |  | Technology License Agreement, dated as of August 22, 2001, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to
Exhibit 10.14 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                   
|            | 
|10.14       |  | Technology License Agreement, dated as of May 20, 2004, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to Exhibit 10.15
to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                      



35



---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.15(1)    |  | Design Migration Agreement, dated as of May 1, 2007, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to MagnaChip Semiconductor
S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on October 14,
2010).                  
|            | 
|10.16       |  | Basic Contract on Joint Development and Grant of License, dated as of November 10, 2006, by and between MagnaChip Semiconductor, Ltd. and Silicon Works Co., Ltd. (English translation) (incorporated by reference to Exhibit 10.17
to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                  
|            | 
|10.17       |  | Amendment to Basic Contract on Joint Development and Grant of License, dated as of May 18, 2016, by and between MagnaChip Semiconductor, Ltd. and Silicon Works Co., Ltd. (English translation) (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 5, 2016).                                                                              
|            | 
|10.18       |  | Master Service Agreement, dated as of December 27, 2000 by and between Sharp Corporation and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hyundai Electronics Japan Co., Ltd) (English translation)
(incorporated by reference to Exhibit 10.18 to our Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration
No. 333-165467)).
|            | 
|10.19*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                                                                        
|            | 
|10.20*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Option Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                       
|            | 
|10.21*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Option Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.22 to our Registration Statement on Form S-1 filed
on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                           
|            | 
|10.22*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Restricted Unit Agreement (Non-U.S. Participants). Incorporated by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467).                                                                                                                               
|            | 
|10.23*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Restricted Unit Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form
S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                  
|            | 
|10.24*      |  | MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to our Amendment No 9 to the Registration Statement on Form S-1 filed on
February 18,2011 (Registration No. 333-165467)).                                                                                                                                                   
|            | 
|10.25*      |  | MagnaChip Semiconductor Corporation 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.26 to our Amendment No 9 to the Registration Statement on Form S-1
filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                            
|            | 
|10.26*      |  | Advisory Services and Separation Agreement, dated April 30, 2015, by and between MagnaChip Semiconductor, Ltd. (Korea) and Tae Young Hwang (incorporated by reference to Exhibit 10.28-1 to
our Annual Report on Form 10-K filed on May 28, 2015).                                                                                                                                     
|            | 
|10.27*      |  | Advisory Services and Separation Agreement, effective May 28, 2015, by and between MagnaChip Semiconductor, Inc. and Brent Rowe (incorporated by reference to Exhibit 10.29-1 to our Annual
Report on Form 10-K filed on May 28, 2015).                                                                                                                                                
|            | 
|10.28*      |  | Separation Agreement, effective June 30, 2015, by and between MagnaChip Semiconductor, Ltd. (Korea) and Heung Kyu Kim (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form
10-Q filed on August 7, 2015).                                                                                                                                                        
|            | 
|10.29*      |  | Offer Letter, dated as of June 20, 2007, by and between MagnaChip Semiconductor, Ltd. (Korea) and Tae Jong Lee (incorporated by reference to Exhibit 10.42 to our Registration Statement on Form
S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                           
|            | 
|10.29-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Tae Jong Lee (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                            



36



---



|            |  |                                                                                                                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                            
|            | 
|10.30*      |  | MagnaChip Semiconductor Corporation Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.49 to our Registration Statement on Form S-1 filed on
March 15, 2010 (Registration No. 333-165467)).                                
|            | 
|10.31*      |  | Offer Letter, dated as of March 8, 2014, by and between MagnaChip Semiconductor, Ltd. (Korea) and Jonathan W. Kim (incorporated by reference to Exhibit 10.35 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                   
|            | 
|10.31-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Jonathan W. Kim (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                 
|            | 
|10.32*      |  | Offer Letter, dated as of April 15, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Young-Joon Kim (incorporated by reference to Exhibit 10.36 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                   
|            | 
|10.32-1*    |  | Amendment of Offer Letter, dated July 27, 2015, from MagnaChip Semiconductor, Ltd. (Korea) to Young-Joon Kim (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on November 6, 2015).                                                       
|            | 
|10.32-2*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Young-Joon Kim (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                  
|            | 
|10.33*      |  | Offer Letter, dated as of September 27, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Theodore Kim (incorporated by reference to Exhibit 10.37 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                 
|            | 
|10.33-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Theodore S. Kim (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                 
|            | 
|10.34*      |  | Offer Letter, dated as of October 16, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Woung Moo Lee (incorporated by reference to Exhibit 10.36 to our Annual Report on Form
10-K filed on February 22, 2016).                                                  
|            | 
|10.34-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Woung Moo Lee (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                   
|            | 
|10.35*      |  | MagnaChip Semiconductor LLC Profit Sharing Plan as adopted on December 31, 2009 and amended on February 15, 2010 (incorporated by reference to Exhibit 10.54 to our Quarterly Report on Form
10-Q filed on August 5, 2011).                                                    
|            | 
|10.36*      |  | MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.55 to our Amendment No 9 to the Registration Statement on
Form S-1 filed on February 18,2011 (Registration No. 333-165467)).              
|            | 
|10.37*      |  | MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.56 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).          
|            | 
|10.38*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.57 to our Amendment No 9 to the Registration Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).    
|            | 
|10.39*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.58 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).
|            | 
|10.40*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.59 to our Amendment No 9 to the Registration Statement on
Form S-1 filed on February 18,2011 (Registration No. 333-165467)).          
|            | 
|10.41*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.60 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).      
|            | 
|10.42*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Nonemployee Director) (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed
on May 6, 2016).                                                                



37



---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.43       |  | Settlement Agreement, dated as of May 26, 2016, by and among MagnaChip Semiconductor Corporation, Engaged Capital, LLC, Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged
Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital II Offshore Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on May 27, 2016).
|            | 
|12.1^       |  | Statement Regarding Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|21.1        |  | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on February 12, 2015)                                                                                                                                                                                                                                                                                                                                      
|            | 
|23.1^       |  | Consent of Samil PricewaterhouseCoopers                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|31.1^       |  | Certification of Chief Executive Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|31.2^       |  | Certification of Chief Financial Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|31.3#       |  | Certification of Chief Executive Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|31.4#       |  | Certification of Chief Financial Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|32.1       |  | Certification of Chief Executive Officer required by 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|32.2       |  | Certification of Chief Financial Officer required by 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|            | 
|101.INS^    |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|101.SCH^    |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|101.CAL^    |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|101.DEF^    |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|101.LAB^    |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|101.PRE^    |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                       

Footnotes:



|(1) | Certain portions of this document have been omitted pursuant to a grant of confidential treatment by the SEC.
|--- | -------------------------------------------------------------------------------------------------------------

|* | Management contract, compensatory plan or arrangement
|- | -----------------------------------------------------

|^ | Previously filed with the Original 10-K Filing
|- | ----------------------------------------------

|# | Filed herewith
|- | --------------

| | Previously furnished with the Original 10-K Filing
|- | --------------------------------------------------



38



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MAGNACHIP SEMICONDUCTOR CORPORATION



By:

/s/ Young-Joon KimName:

Young-Joon KimTitle:

Chief Executive Officer and DirectorDate:

May 1, 2017




---



Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.1         |  | Second Amended Chapter 11 Plan of Reorganization Proposed by the Official Committee of Unsecured Creditorsof MagnaChip Semiconductor Finance Company, et al., dated as of September 24, 2009 (incorporated by referenceto
Exhibit 2.1 to our Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010(Registration No. 333-165467)).                                                                              
|            | 
|3.1         |  | Certificate of Conversion of MagnaChip Semiconductor LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2011).                                                                                                                                                                                                                                                                         
|            | 
|3.2         |  | Certificate of Incorporation of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on March 11, 2011).                                                                                                                                                                                                                                                              
|            | 
|3.3         |  | Amended and Restated Bylaws of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 6, 2016).                                                                                                                                                                                                                                                                  
|            | 
|3.4         |  | Form of Plan of Conversion of MagnaChip Semiconductor LLC (incorporated by reference to Exhibit 3.6 to our Amendment No. 2 to Registration Statement on Form S-1 filed on
May 11, 2010 (Registration No. 333-165467)).                                                                                                                                                                                                                 
|            | 
|3.5         |  | Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MagnaChip Semiconductor Corporation, as filed with the Secretary of the State of Delaware on March 6, 2015 (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 6, 2015).                                                                                                                 
|            | 
|4.1         |  | Rights Agreement, dated as of March 5, 2015, between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, which includes as Exhibits thereto the Form of Certificate of Designation, the
Form of Right Certificate and the Summary of Terms attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 6,
2015).
|            | 
|4.1-1       |  | Amendment No. 1 dated as of March 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to
Exhibit 4.1 to our Current Report on Form 8-K filed on March 2, 2016).                                                                                                                                                  
|            | 
|4.1-2       |  | Amendment No. 2 dated as of September 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, as previously amended by the
Amendment No.1 to the Rights Agreement, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on September 2, 2016).                                          
|            | 
|4.2         |  | Registration Rights Agreement, dated as of November 9, 2009, by and among MagnaChip Semiconductor LLC and each of the securityholders named therein (incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                     
|            | 
|4.3         |  | Indenture, dated as of July 18, 2013, between MagnaChip Semiconductor Corporation, as issuer, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on July 18, 2013).                                                                                                                                                                              
|            | 
|4.4         |  | First Supplemental Indenture, dated as of March 27, 2014, to Indenture, dated as of July 18, 2013, between MagnaChip Semiconductor Corporation, as issuer, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on June 25, 2014).                                                                                                                 
|            | 
|4.5         |  | Form of 6.625% Senior Notes due 2021 and notation of guarantee (included in Exhibit 4.2)                                                                                                                                                                                                                                                                                                                                               
|            | 
|4.6^        |  | Indenture, dated as of January 17, 2017, among MagnaChip Semiconductor S.A., as issuer, MagnaChip Semiconductor Corporation, as guarantor, and U.S. Bank National Association, as trustee                                                                                                                                                                                                                                              
|            | 
|4.7^        |  | Form of 5.00% Exchangeable Senior Note due 2021 and note guarantee (included in Exhibit 4.6)                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.1        |  | Intellectual Property License Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.2 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                
|            | 
|10.2(1)     |  | Land Lease and Easement Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.3 to our Amendment No. 1 to
Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                                      
|            | 
|10.3        |  | First Amendment to Land Lease and Easement Agreement, dated as of December 30, 2005, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.4 to our Amendment
No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration
No. 333-165467)).                                                                                                 



A-1



---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.4(1)     |  | General Service Supply Agreement, dated as of October 6, 2004, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to MagnaChip
Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on
October 14, 2010).                                                         
|            | 
|10.5        |  | First Amendment to the General Service Supply Agreement, dated as of December 30, 2005, by and between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.6 to our
Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration No. 333-165467)).                                                                                                           
|            | 
|10.6(1)     |  | License Agreement (ModularBCD), dated as of March 18, 2005, by and between Advanced Analogic Technologies, Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.7 to our Registration Statement
on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                              
|            | 
|10.7(1)     |  | Amended & Restated License Agreement (TrenchDMOS), dated as of September 19, 2007, by and between Advanced Analogic Technologies, Inc. and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit
10.8 to Amendment No. 2 to MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration
No. 333-168516) filed on October 14, 2010).                         
|            | 
|10.8(1)     |  | Technology License Agreement, dated as of December 16, 1996, by and between Advanced RISC MachinesLimited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by
reference to Exhibit 10.9 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                              
|            | 
|10.9(1)     |  | Amendment to the Technology License Agreement, dated as of October 16, 2006, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to
MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed
on October 14, 2010).                                                       
|            | 
|10.10(1)    |  | ARM7201TDSP Device License Agreement, dated as of August 26, 1997, by and between Advanced RISC Machines Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by
reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                      
|            | 
|10.11(1)    |  | Technology License Agreement, dated as of October 5, 1995, by and between Advanced RISC Machines Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to LG Semicon Company Limited) (incorporated by reference
to Exhibit 10.12 to Amendment No. 2 to MagnaChip Semiconductor S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on October 14, 2010).
|            | 
|10.12(1)    |  | Technology License Agreement, dated as of July 2001, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to Exhibit 10.13 to our
Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                         
|            | 
|10.13(1)    |  | Technology License Agreement, dated as of August 22, 2001, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to
Exhibit 10.14 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                   
|            | 
|10.14       |  | Technology License Agreement, dated as of May 20, 2004, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hynix Semiconductor Inc.) (incorporated by reference to Exhibit 10.15
to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                      
|            | 
|10.15(1)    |  | Design Migration Agreement, dated as of May 1, 2007, by and between ARM Limited and MagnaChip Semiconductor, Ltd. (Korea) (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to MagnaChip Semiconductor
S.A.s and MagnaChip Semiconductor Finance Companys Registration Statement on Form S-4 (Registration No. 333-168516) filed on October 14,
2010).                                                                               
|            | 
|10.16       |  | Basic Contract on Joint Development and Grant of License, dated as of November 10, 2006, by and between MagnaChip Semiconductor, Ltd. and Silicon Works Co., Ltd. (English translation) (incorporated by reference toExhibit
10.17 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                
|            | 
|10.17       |  | Amendment to Basic Contract on Joint Development and Grant of License, dated as of May 18, 2016, by and between MagnaChip Semiconductor, Ltd. and Silicon Works Co., Ltd. (English translation) (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 5, 2016).                                                                                                                                           



A-2



---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.18       |  | Master Service Agreement, dated as of December 27, 2000 by and between Sharp Corporation and MagnaChip Semiconductor, Ltd. (Korea) (successor in interest to Hyundai Electronics Japan Co., Ltd) (English translation)
(incorporated by reference to Exhibit 10.18 to our Amendment No. 1 to Registration Statement on Form S-1 filed on April 20, 2010 (Registration
No. 333-165467)).
|            | 
|10.19*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                                                                        
|            | 
|10.20*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Option Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                       
|            | 
|10.21*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Option Agreement (U.S. Participants)(incorporated by reference to Exhibit 10.22 to our Registration Statement on Form S-1
filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                            
|            | 
|10.22*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Restricted Unit Agreement (Non-U.S. Participants). Incorporated by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed on March 15, 2010 (Registration No. 333-165467).                                                                                                                               
|            | 
|10.23*      |  | MagnaChip Semiconductor LLC 2009 Common Unit Plan form of Restricted Unit Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form
S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                                  
|            | 
|10.24*      |  | MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to our Amendment No 9 to the Registration Statement on Form S-1 filed on
February 18,2011 (Registration No. 333-165467)).                                                                                                                                                   
|            | 
|10.25*      |  | MagnaChip Semiconductor Corporation 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.26 to our Amendment No 9 to the Registration Statement on Form S-1
filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                            
|            | 
|10.26*      |  | Advisory Services and Separation Agreement, dated April 30, 2015, by and between MagnaChip Semiconductor, Ltd. (Korea) and Tae Young Hwang (incorporated by reference to Exhibit 10.28-1 to
our Annual Report on Form 10-K filed on May 28, 2015).                                                                                                                                     
|            | 
|10.27*      |  | Advisory Services and Separation Agreement, effective May 28, 2015, by and between MagnaChip Semiconductor, Inc. and Brent Rowe (incorporated by reference to Exhibit 10.29-1 to our Annual
Report on Form 10-K filed on May 28, 2015).                                                                                                                                                
|            | 
|10.28*      |  | Separation Agreement, effective June 30, 2015, by and between MagnaChip Semiconductor, Ltd. (Korea) and Heung Kyu Kim (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form
10-Q filed on August 7, 2015).                                                                                                                                                        
|            | 
|10.29*      |  | Offer Letter, dated as of June 20, 2007, by and between MagnaChip Semiconductor, Ltd. (Korea) and Tae Jong Lee (incorporated by reference to Exhibit 10.42 to our Registration Statement on Form
S-1 filed on March 15, 2010 (Registration No. 333-165467)).                                                                                                                           
|            | 
|10.29-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Tae Jong Lee (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                            
|            | 
|10.30*      |  | MagnaChip Semiconductor Corporation Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 10.49 to our Registration Statement on Form S-1 filed on
March 15, 2010 (Registration No. 333-165467)).                                                                                                                                        
|            | 
|10.31*      |  | Offer Letter, dated as of March 8, 2014, by and between MagnaChip Semiconductor, Ltd. (Korea) and Jonathan W. Kim (incorporated by reference to Exhibit 10.35 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                                                                                                                           
|            | 
|10.31-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Jonathan W. Kim (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                         
|            | 
|10.32*      |  | Offer Letter, dated as of April 15, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Young-Joon Kim (incorporated by reference to Exhibit 10.36 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                                                                                                                           



A-3



---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.32-1*    |  | Amendment of Offer Letter, dated July 27, 2015, from MagnaChip Semiconductor, Ltd. (Korea) to Young-Joon Kim (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on November 6, 2015).                                                                                                                                                                                                                                                     
|            | 
|10.32-2*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Young-Joon Kim (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                                                                                                                
|            | 
|10.33*      |  | Offer Letter, dated as of September 27, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Theodore Kim (incorporated by reference to Exhibit 10.37 to our Annual Report on
Form 10-K filed on February 12, 2015).                                                                                                                                                                                                                                               
|            | 
|10.33-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Theodore S. Kim (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                                                                                                               
|            | 
|10.34*      |  | Offer Letter, dated as of October 16, 2013, by and between MagnaChip Semiconductor, Ltd. (Korea) and Woung Moo Lee (incorporated by reference to Exhibit 10.36 to our Annual Report on Form
10-K filed on February 22, 2016).                                                                                                                                                                                                                                                
|            | 
|10.34-1*    |  | Severance Agreement, dated November 3, 2015, from MagnaChip Semiconductor, Ltd. (Korea) and MagnaChip Semiconductor Corporation to Woung Moo Lee (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on November 6, 2015).                                                                                                                                                                                                                 
|            | 
|10.35*      |  | MagnaChip Semiconductor LLC Profit Sharing Plan as adopted on December 31, 2009 and amended on February 15, 2010 (incorporated by reference to Exhibit 10.54 to our Quarterly Report on Form
10-Q filed on August 5, 2011).                                                                                                                                                                                                                                                  
|            | 
|10.36*      |  | MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.55 to our Amendment No 9 to the Registration Statement on
Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                                            
|            | 
|10.37*      |  | MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.56 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                                        
|            | 
|10.38*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.57 to our Amendment No 9 to the Registration Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                                  
|            | 
|10.39*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.58 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                              
|            | 
|10.40*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.59 to our Amendment No 9 to the Registration Statement on
Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                                        
|            | 
|10.41*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.60 to our Amendment No 9 to the Registration
Statement on Form S-1 filed on February 18,2011 (Registration No. 333-165467)).                                                                                                                                                                                                    
|            | 
|10.42*      |  | MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Nonemployee Director) (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed
on May 6, 2016).                                                                                                                                                                                                                                                              
|            | 
|10.43       |  | Settlement Agreement, dated as of May 26, 2016, by and among MagnaChip Semiconductor Corporation, Engaged Capital, LLC, Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged
Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital II Offshore Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on May 27, 2016).
|            | 
|12.1^       |  | Statement Regarding Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|21.1        |  | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on February 12, 2015)                                                                                                                                                                                                                                                                                                                                      
|            | 
|23.1^       |  | Consent of Samil PricewaterhouseCoopers                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|31.1^       |  | Certification of Chief Executive Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of
2002                                                                                                                                                                                                                                                                                                                                        



A-4



---



|            |  |                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                  
|            | 
|31.2^       |  | Certification of Chief Financial Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.3#       |  | Certification of Chief Executive Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.4#       |  | Certification of Chief Financial Officer required by Rule 13(a)-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1       |  | Certification of Chief Executive Officer required by 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2       |  | Certification of Chief Financial Officer required by 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
|            | 
|101.INS^    |  | XBRL Instance Document                                                                                                               
|            | 
|101.SCH^    |  | XBRL Taxonomy Extension Schema Document                                                                                              
|            | 
|101.CAL^    |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                
|            | 
|101.DEF^    |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                 
|            | 
|101.LAB^    |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                      
|            | 
|101.PRE^    |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                               

Footnotes:



|(1) | Certain portions of this document have been omitted pursuant to a grant of confidential treatment by the SEC.
|--- | -------------------------------------------------------------------------------------------------------------

|* | Management contract, compensatory plan or arrangement
|- | -----------------------------------------------------

|^ | Previously filed with the Original 10-K Filing
|- | ----------------------------------------------

|# | Filed herewith
|- | --------------

| | Previously furnished with the Original 10-K Filing
|- | --------------------------------------------------



A-5