Exhibit 10.1


 





 


June 2, 2005


 


Jon Olson


[Home Address]


 


Dear Jon,


 


We are pleased to offer you a position with Xilinx, Inc. as Chief
Financial Officer reporting to me.  The
salary for this position will be $27,916.66 per month, (equivalent to $335,000
annually).  Additionally, you will
receive a $150,000 hire on bonus, payable with your first regular paycheck.


 


Xilinx currently offers a Bonus Program that is based upon the company
meeting its performance targets.  Your
target bonus is 50% of your regular base pay. 
Details of those targets, the level at which you may participate and
eligibility requirements will be provided to you during New Hire Orientation.


 


In addition, you will be offered an option to acquire 200,000 shares of
common stock at a price per share equivalent to the fair market value at the
time of the Board of Directors meeting following your commencement of
employment.  These options vest at the
rate of 25% following your first year anniversary with the company, and the
rate of 2.08% per month for the following three (3) years.  This option will be subject to all terms set
forth in our standard option agreement and is contingent on you executing such
agreement.


 


Other benefits will include, but are not limited to; group medical and
dental insurance for you and your dependent(s) and company paid life and
long-term disability insurance for you.


 


Your offer of employment is contingent upon successful completion of
the background verification.  If the
results of the background verification are not satisfactory, the offer will be
revoked.


 


In the event of a change in control due to the sale or merger of the
Company within a two (2) year time period from your date of hire, and you are
terminated by the Company without cause within one year of the change in
control, you will be eligible for one year’s base pay, one year’s target bonus,
one year’s medical and dental insurance and one year of unvested stock options
will be vested.  Medical and dental
coverage will be provided by the Company making premium payments pursuant to
COBRA for 12 months.  All other benefits
including company paid life insurance will terminate as of the date of your
termination.


 


You should be aware that your employment with Xilinx, Inc is for no
specific period.  As a result, either you
or the company is free to terminate your employment relationship at any time
for any reason, with or without cause.


 





















 


Your employment is contingent on you executing the enclosed Proprietary
Information and Inventions Agreement and providing Xilinx, Inc. with the
legally required proof of your identity and authorization to work in the United
States.  Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationships with you will be terminated.


 


Xilinx, Inc. does not require a pre-employment physical
examination.  Nevertheless, this offer is
contingent on your ability to perform the essential functions of your job.  If you have any condition that limits your
ability to perform one or more of your duties, please let us know so that we
can explore with you any reasonable accommodations.


 


This letter and the Proprietary Information and Inventions Agreement
set forth the terms of your employment with us and supersede any prior
representations or agreements, whether written or oral.  A duplicate original of this offer is
enclosed for your records.  This offer,
if not accepted, will expire one week from the above date.


 


Please indicate your acceptance of this offer by completing and
returning the following documents to the Staffing Department in the enclosed
envelope immediately.


 


o Signed original offer letter


 


o Signed U.S. Employment Eligibility Form


 


o Employee General Status Form


 


o Self-identification Questionnaire — This
information will be kept strictly confidential and is to be completed on a
voluntary basis


 


o Proprietary Information and Inventions
Agreement — To be reviewed and signed on pages 5 & 8


 


Jon, if you have any questions please feel free to call me at (408) [559-7778]
or Peg Wynn at (408) [559-7778].  We look
forward to working with you at Xilinx, Inc.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Willem P. Roelandts

  	
   

  	
   

  
	
  Wim Roelandts

  	
   

  
	
  President and CEO

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  /s/ Jon A. Olson

  	
   

  	
   

  
	
  Jon Olson

  	
   

  
	
   

  	
   

  
	
  6/6/05

  	
   

  	
  6/27/05

  	
   

  
	
  Date

  	
  Start Date

  



 


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