exv10wii








EXHIBIT 10.II









FY10 Executive Incentive Plan




(First Half)




	1.	 	Purpose: The FY10 Executive Incentive Plan (the“FY10 Plan”) is designed to reward key
management employees for achieving certain financial and business objectives.
	 
	2.	 	Plan Period: The FY10 Plan covers the period from October 3, 2009 through October 1, 2010.
	 
	3.	 	Eligibility: This program applies to the Chief Executive Officer and his direct reporting
senior executives. Other key employees may be added based upon the recommendation of the
Chief Executive Officer and subsequent approval of the Compensation Committee. Those
employees not covered by this plan may be eligible for other programs established by Skyworks.
	 
	4.	 	Incentive Targets: Participants are eligible to earn a percentage of their base salary for
attaining certain performance objectives. Nominal, target and stretch incentive awards have
been established as follows (shown as a percentage of the participant’s base salary):





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Incentive	 	Incentive	 	Incentive
	Name	 	At Nominal	 	At Target	 	At Stretch
	CEO
	 	 	50	%	 	 	100	%	 	 	200	%
	CFO, VP Sales, FES
Business Unit
General Manager, VP
Ops
	 	 	30	%	 	 	60	%	 	 	120	%
	Other VPs
	 	 	25	%	 	 	50	%	 	 	100	%
	Special Participants
	 	 	20	%	 	 	40	%	 	 	80	%






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	5.	 	FY10 Metrics: The performance metrics for FY10 are as follows:





     1st Half Financial (2nd Half TBD)



	 	 	 	 	 	 	 
	Metric	 	Nominal	 	Target	 	Stretch
	Revenue

	 	REDACTED
	 	REDACTED
	 	REDACTED
	Gross Margin %

	 	REDACTED
	 	REDACTED
	 	REDACTED
	Operating Income Margin (%)

	 	REDACTED
	 	REDACTED
	 	REDACTED
	Cash (Inventory Turns)

	 	REDACTED
	 	REDACTED
	 	REDACTED
	FES Revenue

	 	REDACTED
	 	REDACTED
	 	REDACTED
	FES OI%

	 	REDACTED
	 	REDACTED
	 	REDACTED
	AC Revenue

	 	REDACTED
	 	REDACTED
	 	REDACTED
	AC OI%

	 	REDACTED
	 	REDACTED
	 	REDACTED
	VMS & MC Revenue

	 	REDACTED
	 	REDACTED
	 	REDACTED
	VMS & MC OI%

	 	REDACTED
	 	REDACTED
	 	REDACTED
	REDACTED Units

	 	REDACTED
	 	REDACTED
	 	REDACTED






     1st Half Customer Satisfaction (2nd Half TBD)



	 	 	 	 	 	 	 	 	 	 	 
	Metric	 	Weight	 	Nominal	 	Target	 	Stretch
	On-Time Delivery

	 	 	50	%	 	REDACTED
	 	REDACTED
	 	REDACTED
	Returned Material $ Reduction

	 	 	50	%	 	REDACTED
	 	REDACTED
	 	REDACTED






Performance periods are semi-annual. The individual metrics above are for normal
operations and any extraordinary events and/or charges will be brought to the Compensation
Committee for review and approval. Metrics will be weighted based on performance for the
first and second half of FY10 as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Customer	 	BU	 	BU	 	REDACTED
	Division	 	Revenue	 	GM%	 	OI%	 	Inventory Turns	 	Satisfaction	 	Revenue	 	OI%	 	Units
	REDACTED
	 	 	n/a	 	 	 	n/a	 	 	 	20	%	 	 	n/a	 	 	 	10	%	 	 	20	%	 	 	20	%	 	 	30	%
	REDACTED
	 	 	n/a	 	 	 	n/a	 	 	 	30	%	 	 	n/a	 	 	 	10	%	 	 	30	%	 	 	30	%	 	 	n/a	 
	REDACTED
	 	 	30	%	 	 	30	%	 	 	20	%	 	 	10	%	 	 	10	%	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 
	REDACTED
	 	 	30	%	 	 	20	%	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	10	%	 	 	10	%	 	 	30	%
	Other Executives2
	 	 	30	%	 	 	20	%	 	 	30	%	 	 	10	%	 	 	10	%	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 








 




			
	1	 	BU metrics are combined VMS and MC
	 
	2	 	Includes CEO, CFO, VP General Counsel, VP HR, VP Quality, VP Corp. Dev.




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	6.	 	How the Plan Works: Upon completion of the first six months of the Fiscal Year, the
Chief Executive Officer will provide the Compensation Committee with recommendations for
incentive award payments to the named participants of the plan. The Committee will review
the recommendations and approve the actual amount to be paid to each participant. The
Committee will rely upon the CEO for the appropriate distribution of the authorized
incentive pool. The same process will occur for the 2nd 6 months of the Fiscal Year. All
incentive award payments under the FY10 Plan, if earned, will be paid by March 15th of the
calendar year following the end of the fiscal year in which the performance occurs.
	 
	7.	 	Administration: Actual performance between the Nominal and Target metrics will be paid on a
linear sliding scale beginning at the Nominal percentage and moving up to the Target
percentage. The same linear scale will apply for performance between Target and Stretch
metrics. In order to fund the incentive plans and insure the overall Company’s financial
performance, the following terms apply.






	 	•	 	No incentive award will be paid unless the Company meets its Nominal
operating income goal after accounting for any incentive award payments.
	 
	 	•	 	Payout for the first six month performance period will be capped at 80% of
earnings with 20% being held back until the end of the fiscal year based on sustained
performance.
	 
	 	•	 	Incentive payments will be processed in a timely manner at the completion
of each six month performance period. Skyworks’ CEO, subject to approval by the
Compensation Committee, retains discretion to award below nominal or above Stretch and
to modify all individual incentive payments to ensure equitable distribution of
incentives; such modifications may include, but are not limited to, the delivery of
equity or similar instruments in lieu of cash payments.
	 
	 	•	 	Any payout shall be conditioned upon the Participant’s employment by the
Company on the date of payment; provided, however, that the Compensation Committee may
make exceptions to this requirement, in its sole discretion, including, without
limitation, in the case of a participant’s termination of employment, retirement, death
or disability.






	8.	 	Taxes: All awards are subject to federal, state, local and social security taxes. Payments
under this Plan will not affect the base salary, which is used as the basis for Skyworks’
benefits program.
	 
	9.	 	Amendments: The Company reserves the right to amend or terminate the FY10 Plan at any time
in its sole discretion.




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