Exhibit 4.1


 


XILINX,
INC.


 


AMENDED
AND RESTATED


 


1990
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN


 


The following constitute
the provisions of the 1990 Employee Qualified Stock Purchase Plan* (herein
called the “Plan”) of Xilinx, Inc. (herein called the “Company”).


 


1.                                       Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions.  It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of
the Internal Revenue Code of 1986, as amended. 
The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.


 


2.                                       Definitions.


 


(a)                                  “Board”
shall mean the Board of Directors of the Company.


 


(b)                                 “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(c)                                  “Common
Stock” shall mean the Common Stock, $0.01 par value per share, of the
Company.


 


(d)                                 “Company”
shall mean Xilinx, Inc., a Delaware corporation.


 


(e)                                  “Compensation”
shall mean all regular straight time earnings, and all payments for overtime,
shift premium, incentive compensation, incentive payments, bonuses, commissions
or other compensation.


 


(f)                                    “Designated
Subsidiaries” shall mean the Subsidiaries which have been designated by the
Board from time to time in its sole discretion as eligible to participate
in the Plan.


 


(g)                                 “Employee”
shall mean any individual who is an employee of the Company or any Designated
Subsidiary for purposes of tax withholding under the Code whose customary
employment with the Company or any Designated Subsidiary is at least
twenty (20) hours per week and more than five (5) months in any
calendar year.  For purposes of the Plan,
the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company.  Where the period of leave exceeds ninety
(90) days and the individual’s right to reemployment is not guaranteed
either by statute or by contract, the


 










*  As amended March 15,
1996, June 27, 1996, October 8, 1998, July 19, 1999, August 6,
1999, and August 4, 2005, and adjusted to reflect stock splits as of  March 11, 1999 and December 27,
1999.


 


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employment relationship
will be deemed to have terminated on the ninety-first (91st) day of
such leave.


 


(h)                                 “Exercise
Date” shall mean the date one day prior to the date six (6) months,
twelve (12) months, eighteen (18) months or twenty-four (24) months after the
Offering Date of each Offering Period, provided that for the Offering Period
which began on July 1, 1998 and the Offering Period which will begin on January 1,
1999, all Exercise Dates occurring after January 1, 1999 shall mean one (1) day
prior to the date seven (7) months, thirteen (13) months, nineteen (19)
months and twenty-five (25) months after the respective commencement dates of
such Offering Periods.


 


(i)                                     “Exercise
Period” shall mean a period commencing on an Offering Date or on the
day after an Exercise Date and terminating one (1) day prior to the date
six (6) months later, provided that the Exercise Period which begins January 1,
1999 shall terminate on July 31, 1999.


 


(j)                                     “Offering
Period” shall mean a period of twenty-four (24) months consisting of four (4) six-month
Exercise Periods during which options granted pursuant to the Plan may be
exercised, provided that the Offering Period which began on July 1, 1998,
and the Offering Period which will begin on January 1, 1999 shall each be
twenty-five (25) months long.


 


(k)                                  “Offering
Date” shall mean the first day of each Offering Period of the Plan.


 


(l)                                     “Plan”
shall mean this 1990 Employee Qualified Stock Purchase Plan, as amended.


 


(m)                               “Subsidiary”
shall mean a corporation, domestic or foreign, of which not less than 50% of
the voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or
a Subsidiary.


 


(n)                                 “Trading
Day” shall mean a day on which national stock exchanges and the National
Association of Securities Dealers Automated Quotation (NASDAQ) System are open
for trading.


 


3.                                       Eligibility.


 


(a)                                  Any
Employee as defined in Section 2 who shall be employed by the Company on
the first Trading Day of an Offering Period shall be eligible to participate in
the Plan, subject to limitations imposed by Section 423(b) of the
Code.


 


(b)                                 Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if, immediately after the grant, such
Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or of any subsidiary of the Company, or (ii) which permits his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of fair market value of such stock (determined at


 


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the time such option is
granted) for each calendar year in which such option is outstanding at any
time.


 


4.                                       Offering
Periods.  The plan shall be
implemented by consecutive, overlapping twenty-four (24) month Offering Periods
with a new Offering Period commencing on the first day of February and August of
each year, provided that the Offering Period which began on July 1, 1998,
and the Offering Period which will begin on January 1, 1999 shall each be
twenty-five (25) months long.  The Plan
shall continue thereafter until terminated in accordance with Section 20
hereof.  Subject to the requirements of Section 20,
the Board of Directors of the Company shall have the power to change the
duration of Offering Periods with respect to future offerings without
stockholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.


 


5.                                       Participation.


 


(a)                                  An
eligible Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deductions on a form provided by the Company and
filing it with the Company’s payroll office on or before the first Trading Day
of the applicable Offering Date, unless a later time for filing the
subscription agreement is set by the Board for all eligible Employees with
respect to a given offering.


 


(b)                                 Payroll
deductions for a participant shall commence on the first payroll following the
Offering Date and shall end on the Exercise Date of the offering to which such
authorization is applicable, unless sooner terminated by the participant as
provided in Section 11.


 


6.                                       Payroll
Deductions.


 


(a)                                  At
the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each payday during the Offering Period
in an amount not exceeding fifteen percent (15%) nor less than two percent (2%)
of his or her Compensation.  The
aggregate of such payroll deductions during any Offering Period shall not
exceed fifteen percent (15%) of his or her aggregate Compensation during said
Offering Period.


 


(b)                                 All
payroll deductions made by a participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages only.  A participant may not make any additional
payments into such account.


 


(c)                                  A
participant may discontinue his or her participation in the Plan as provided in
Section 11, or may decrease or increase the rate or amount of his or her
payroll deductions during the Offering Period (within the limitations of Section 6(a))
by completing and filing with the Company a new subscription agreement
authorizing a change in the rate or amount of payroll deductions; provided,
however, that a participant may not decrease the rate or amount of his
or her payroll deductions more than once in any month, and may not increase the
rate or amount of his or her payroll deductions more than once in any Exercise
Period.  The change in rate shall be
effective fifteen (15) days following the Company’s receipt of the new authorization
or after such shorter period as may be permitted by the Company.  Subject to the limitations of Section 6(a),
a participant’s


 


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subscription agreement
shall remain in effect for successive Offering Periods unless revised as
provided herein or terminated as provided in Section 11.


 


(d)                                 Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) herein, a participant’s payroll deductions
may be decreased to 0% at such time during any Exercise Period which is
scheduled to end during the current calendar year that the aggregate of all
payroll deductions accumulated with respect to such Exercise Period and any
other Exercise Period ending within the same calendar year equal $21,250.  Payroll deductions shall recommence at the
rate provided in such participant’s subscription agreement at the beginning of
the first Exercise Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 11.


 


(e)                                  At
the time the option is exercised, in whole or in part, or at the time some or
all of the Company’s Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company’s federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. 
At any time, the Company may, but will not be obligated to, withhold
from the participant’s compensation the amount necessary for the Company to
meet applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefits attributable to
sale or early disposition of Common Stock by the Employee.


 


7.                                       Grant
of Option.


 


(a)                                  On
the Offering Date of each Offering Period, each eligible Employee participating
in such Offering Period shall be granted an option to purchase on each Exercise
Date during such Offering Period (at the per share option price) up to a number
of shares of the Company’s Common Stock determined by dividing such Employee’s
payroll deductions accumulated prior to such Exercise Date and retained in the
Participant’s account as of the Exercise Date by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the Company’s Common Stock
on the Offering Date or (ii) eighty-five percent (85%) of the fair market
value of a share of the Company’s Common Stock on the Exercise Date; provided,
however, that the maximum number of Shares an Employee may purchase during each
Offering Period shall be determined at the Offering Date by dividing $50,000 by
the fair market value of a share of the Company’s Common Stock on the Offering
Date, and provided further that such purchase shall be subject to the
limitations set forth in Section 3(b) and 13 hereof.  Exercise of each option during the Offering
Period shall occur as provided in Section 8, unless the participant has
withdrawn pursuant to Section 11, and each option shall expire at midnight
on the last day of the applicable Exercise Period.  Fair market value of a share of the Company’s
Common Stock shall be determined as provided in Section 7(b) herein.  Notwithstanding anything to the contrary
contained in this Agreement, however, the Offering Date for the Offering Period
which began on July 1, 1998 shall be deemed (for tax purposes) to be October 8,
1998.


 


(b)                                 The
option price per share of the shares offered in a given Exercise Period shall
be the lower of:  (i) 85% of the
fair market value of a share of the Common Stock of the Company on the Offering
Date; or (ii) 85% of the fair market value of a share of the Common Stock
of the Company on the Exercise Date.  The
fair market value of the Company’s Common Stock on


 


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a given date shall be
determined by the Board in its discretion; provided, however, that where there
is a public market for the Common Stock, the fair market value per share shall
be the closing price of the Common Stock for such date, as reported by the
NASDAQ National Market System, or, in the event the Common Stock is listed on a
stock exchange, the fair market value per share shall be the closing price on
such exchange on such date, as reported in the Wall Street Journal.  In the event the Exercise Date occurs on a
weekend or legal holiday, the fair market value shall be based on the closing
bid price on the preceding Trading Day, and in the event the Offering Date occurs
on a weekend or legal holiday, the fair market value shall be based on the
closing bid price on the next Trading Day..


 


8.                                       Exercise
of Option.  During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable
only by him or her.  Unless a participant
withdraws from the Plan as provided in Section 11, hereof, his or her
option for the purchase of shares shall be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account.  No fractional shares shall be purchased.  Any payroll deductions accumulated in a
participant’s account which are not sufficient to purchase a full share, or
which remain after the individual has purchased the maximum value of shares
allowable under Section 7 hereof,  shall be retained in the participant’s account
during an Offering Period and applied to subsequent Offering Periods.  However, if the balance of monies left over
in a participant’s account after the Exercise Date exceeds $499, the entire
balance shall be returned to the participant.


 


9.                                       Delivery.  As promptly as practicable after the Exercise
Date of each Exercise Period, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.


 


10.                                 Automatic
Transfer to Low Price Offering Period. 
In the event that the fair market value of the Company’s Common Stock is
lower on an Exercise Date than it was on the first Offering Date for that
Offering Period, all Employees participating in the Plan on the Exercise Date
shall be deemed to have withdrawn from the Offering Period immediately after
the exercise of their option on such Exercise Date and to have enrolled as
participants in a new Offering Period which begins on or about the day
following such Exercise Date.  A
participant may elect to remain in the previous short Offering Period by filing
a written statement declaring such election with the Company prior to the time
of the automatic change to the new Offering Period.


 


11.                                 Withdrawal;
Termination of Employment.


 


(a)                                  A
participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option
under the Plan at any time by giving written notice to the Company pursuant to
a form to be provided by the Company. 
All of the participant’s payroll deductions credited to his or her
account will be paid to such participant as promptly as practicable after
receipt of notice of withdrawal and such participant’s remaining option or
options for the Offering Period will be automatically terminated, and no
further payroll deductions for the purchase of shares will be made during the
Offering Period.  If a participant
withdraws from an Offering Period, payroll deductions will not resume at the
beginning


 


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of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.


 


(b)                                 Upon
a participant’s ceasing to be an Employee prior to an Exercise Date for any
reason, including retirement or death, or upon termination of a participant’s
employment relationship (as described in Section 2(g)), the payroll
deductions credited to such participant’s account during the Exercise Period
but not yet used to exercise the option will be returned to such participant
or, in the case of his or her death, to the person or persons entitled thereto
under Section 15, and such participant’s remaining option or options will
be automatically terminated.


 


The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant’s customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.


 


(c)                                  In
the event an Employee fails to remain an Employee of the Company for at least
twenty (20) hours per week during an Offering Period in which the Employee is a
participant, he or she will be deemed to have elected to withdraw from the Plan
and the payroll deductions credited to his or her account will be returned to such
participant and such participant’s remaining option or options terminated.


 


(d)                                 A
participant’s withdrawal from an Offering Period will not have any effect upon
his or her eligibility to participate in any similar plan which may hereafter
be adopted by the Company or in succeeding Offering Periods which commence
after the termination of the Offering Period from which the participant
withdraws.


 


12.                                 Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.


 


13.                                 Stock.


 


(a)                                  The
maximum number of shares of the Company’s
Common Stock which shall be made available for sale under the Plan shall be
34,540,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Section 19. 
If on a given Exercise Date the number of shares with respect to which
options are to be exercised exceeds the number of shares then available under
the Plan (after deduction of all shares for which options have been exercised
or are then outstanding), the Company shall make a pro rata allocation of the
shares remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable.  In such event, the Company shall give written
notice of such reduction of the number of shares subject to the option to each
Employee affected thereby and shall similarly reduce the rate of payroll
deductions, if necessary.


 


(b)                                 The
participant will have no interest or voting right in shares covered by his or
her option until such option has been exercised.


 


(c)                                  Shares
to be delivered to a participant under the Plan will be registered in the name
of the participant or in the name of the participant and his or her spouse.


 


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14.                                 Administration.


 


(a)                                  Administrative
Body.  The Plan shall be administered
by the Board or a committee of members of the Board appointed by the
Board.  The Board or its committee shall
have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. 
Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and binding upon
all parties.


 


(b)                                 Rule 16b-3
Limitations.  Notwithstanding the
provisions of Subsection (a) of this Section 14, in the event
that Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or any successor provision (“Rule 16b-3”)
provides specific requirements for the administrators of plans of this type,
the Plan shall be only administered by such a body and in such a manner as
shall comply with the applicable requirements of Rule 16b-3.  Unless permitted by Rule 16b-3, no
discretion concerning decisions regarding the Plan shall be afforded to any
committee or person that is not “disinterested” as that term is used in Rule 16b-3.


 


15.                                 Designation
of Beneficiary.


 


(a)                                  A
participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant’s account under the Plan in
the event of such participant’s death subsequent to the end of the Offering
Period but prior to delivery to him of such shares and cash.  In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to the
Exercise Date of the offering period.


 


(b)                                 Such
designation of beneficiary may be changed by the participant at any time by
written notice.  In the event of the
death of a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant’s death, the
Company shall deliver such shares and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one or
more dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.


 


16.                                 Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 11.


 


17.                                 Use
of Funds.  All payroll deductions
received or held by the Company under the Plan may be used by the Company
for any corporate purpose, and the Company shall not be obligated to segregate
such payroll deductions.


 


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18.                                 Reports.  Individual accounts will be maintained for
each participant in the Plan.  Statements
of account will be given to participating Employees annually, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.


 


19.                                 Adjustments
Upon Changes in Capitalization. 
Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each option under the Plan which
has not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but have not yet been placed under
option (collectively, the “Reserves”) as well as the price per share of Common
Stock covered by each option under the Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration”.  Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. 
Except as expressly provided herein, no issue by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


 


In the event of the
proposed dissolution or liquidation of the Company, the Offering Period will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board.  In the
event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each
option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten the
Offering Period then in progress by setting a new Exercise Date (the “New
Exercise Date”).  If the Board shortens
the Offering Period then in progress in lieu of assumption or substitution in
the event of a merger or sale of assets, the Board shall notify each
participant in writing, at least thirty (30) days prior to the New
Exercise Date, that the Exercise Date for his or her option has been changed to
the New Exercise Date and that his or her option will be exercised
automatically on the New Exercise Date, unless prior to such date he or she has
withdrawn from the Offering Period as provided in Section 11.  For purposes of this Section, an option
granted under the Plan shall be deemed to be assumed if, following the sale of
assets or merger the option confers the right to purchase, for each share of
option stock subject to the option immediately prior to the sale of assets or
merger the consideration (whether stock, cash or other securities or property)
received in the sale of assets or merger by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if
such holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if such consideration received in the sale of assets or
merger was not solely common stock of the successor corporation or its parent
(as defined in Section 424(e) of the Code), the Board may, with the
consent of the successor corporation and the participant, provide for the consideration
to be received upon exercise of the option to be solely common stock of the
successor


 


8





















 


corporation or its parent
equal in fair market value to the per share consideration received by holders
of Common Stock in the sale of assets or merger.


 


The Board may, if it so
determines in the exercise of its sole discretion, also make provision for
adjusting the Reserves, as well as the price per share of Common Stock covered
by each outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.


 


20.                                 Amendment
or Termination.


 


(a)                                  The
Board of Directors of the Company may at any time and for any reason terminate
or amend the Plan.  Except as provided in
Section 19, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is
in the best interests of the Company and its stockholders.  Except as provided in Section 19, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. 
To the extent necessary to comply with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, or under Section 423 of the
Code (or any successor rule or provision or any other applicable law or
regulation), the Company shall obtain stockholder approval in such a manner and
to such a degree as required.


 


(b)                                 Without
stockholder consent and without regard to whether any participant rights may be
considered to have been adversely affected, the Board (or its committee) shall
be entitled to change the Offering Periods, limit the frequency and/or number
of changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.


 


21.                                 Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.


 


22.                                 Conditions
Upon Issuance of Shares.  Shares
shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.


 


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As a condition to the
exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


 


23.                                 Term
of Plan.  The Plan shall become
effective upon the earlier to occur of its adoption by the Board of Directors
or its approval by the stockholders of the Company.  It shall continue for a term of twenty (20)
years unless sooner terminated under Section 20.


 


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Exhibit A


 


XILINX,
INC.


1990
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN


SUBSCRIPTION
AGREEMENT


 


	
           Original
  Application

  	
   

  	
  Offering Date:                           

  
	
   

  	
   

  	
   

  
	
           Decrease
  in Payroll Deduction Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           Change
  of Beneficiary

  	
   

  	
   

  



 


1.                                                                                                             hereby
elects to participate in the Xilinx, Inc. 1990 Employee Qualified Stock
Purchase Plan (the “Stock Purchase Plan”) and subscribes to purchase shares of
the Company’s Common Stock in accordance with this Subscription Agreement and
the Stock Purchase Plan.


 


2.                                       I
hereby authorize payroll deductions from each paycheck in the amount of                  %
of my Compensation on each payday (not to be less than 2% and not to exceed
15%) during the Offering Period in accordance with the Stock Purchase
Plan.  (Please note that no fractional
percentages are permitted).  Such
deductions are to continue for succeeding Offering Periods under the Stock
Purchase Plan until I give written instructions for a decrease in or
termination of such deductions.


 


3.                                       I
understand that said payroll deductions shall be accumulated for the purchase
of shares of Common Stock at the applicable purchase price determined in
accordance with the Stock Purchase Plan. 
I further understand that, except as otherwise set forth in the Stock
Purchase Plan, shares will be purchased for me automatically on each Exercise
Date of the Offering Period unless I otherwise withdraw from the Stock Purchase
Plan by giving written notice to the Company for such purpose.


 


4.                                       Shares
purchased for me under the Stock Purchase Plan should be issued in the name(s)
of:
                                                                                                                                                                  .


 


5.                                       I
acknowledge that, under the Internal Revenue Code, there are special tax “holding
period” rules that govern the tax consequences of buying and selling
shares under the Stock Purchase Plan.  I
understand that if I dispose of shares purchased under the Plan within two
years of the Offering Date (i.e., the first day of the Offering Period) or
within one year of the Exercise Date (i.e., the date the shares are purchased),
I will be treated for federal income tax purposes as having received ordinary
income at the time of the sale equal to the difference between my purchase
price and the market value of the stock on the Exercise Date.  Any amount in excess of that difference will
be treated as capital gain. I hereby agree to notify
the Company in writing within 30 days after the date of any disposition of my
shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common
Stock.  The


 


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Company may, but will not
be obligated to, withhold from my compensation the amount necessary to meet any
applicable withholding obligation including any withholding necessary to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by me.


 


I further understand that
if I hold the shares for both the 2-year and 1-year holding periods described
above, at the time I dispose of the shares I will be treated for federal income
tax purposes as having received ordinary income in an amount equal only to the
lesser of (1) the difference between my purchase price and the market
value of the stock on the Offering Date or (2) the difference
between my purchase price and the actual sale price for my stock.  Any additional gain I receive on the sale
will be treated as capital gain.


 


6.                                       I
have received a copy of the Company’s most recent prospectus which describes
the Stock Purchase Plan and a copy of the complete “Xilinx, Inc. 1990
Employee Qualified Stock Purchase Plan.” 
I understand that my participation in the Stock Purchase Plan is in all
respects subject to the terms of the Plan.


 


7.                                       I
hereby agree to be bound by the terms of the Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Stock Purchase
Plan.


 


8.                                       In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and shares due me under the Stock Purchase Plan:


 


NAME:  (Please print) 


(First)                          (Middle)                          (Last)


 


RELATIONSHIP:


 


ADDRESS:


 


 


I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  Signature
  of Employee

  



 


Employee’s Social
Security No.:


Employee’s Address:


 


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Exhibit B


 


XILINX,
INC.


 


1990
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN


 


NOTICE OF
WITHDRAWAL


 


The undersigned
participant in the Offering Period of the Xilinx, Inc. 1990 Employee
Qualified Stock Purchase Plan which began on                     ,
20     (the “Offering Date”) hereby notifies the Company
that he or she hereby withdraws from the Offering Period.  He or she hereby directs the Company to pay
to the undersigned as promptly as possible all the payroll deductions credited
to his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her remaining option or options for such
Offering Period will be automatically terminated.  The undersigned understands further that no
further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.


 


	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name and Address of
  Participant [Print]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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