exv10wkk






Exhibit 10.KK









November 23, 2010






Re: Amended and Restated Change of Control / Severance Agreement




Dear Dave:



This letter sets out the severance arrangements concerning your employment with Skyworks Solutions,
Inc. (“Skyworks”).





	1.	 	Termination of Employment Related to Change of Control
	 
	1.1	 	If: (i) a Change of Control occurs while you are employed by Skyworks as Chief Executive
Officer, and (ii) your employment with Skyworks is terminated within two (2) years after the
Change of Control, by Skyworks without Cause (as defined below) or by you for any reason, then
you will receive the benefits provided in Section 1.3 below.
	 
	1.2	 	“Change of Control” means an event or occurrence set forth in any one or more of subsections
(a) through (d) below (including an event or occurrence that constitutes a Change of Control
under one of such subsections but is specifically exempted from another such subsection):






     (a) the acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership of any capital stock of Skyworks if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) 40% or more of either (x) the then-outstanding shares of common
stock of Skyworks (the “Outstanding Company Common Stock”) or (y) the combined voting power
of the then-outstanding securities of Skyworks entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from Skyworks (excluding an acquisition pursuant to
the exercise, conversion or exchange of any security exercisable for, convertible into or
exchangeable for common stock or








 









 






voting securities of Skyworks, unless the Person exercising, converting or exchanging
such security acquired such security directly from Skyworks or an underwriter or agent of
Skyworks), (ii) any acquisition by Skyworks, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Skyworks or any corporation controlled by
Skyworks, or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i) and (ii) of subsection (c) of this Section 1.2; or




     (b) such time as the Continuing Directors (as defined below) do not constitute a
majority of the Board of Directors of Skyworks (the “Board”)(or, if applicable, the Board of
Directors of a successor corporation to Skyworks), where the term “Continuing Director”
means at any date a member of the Board (i) who was a member of the Board on the date of
the execution of this Agreement or (ii) who was nominated or elected subsequent to such date
by at least a majority of the directors who were Continuing Directors at the time of such
nomination or election or whose election to the Board was recommended or endorsed by at
least a majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded from
this clause (ii) any individual whose initial assumption of office occurred as a result of
an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by or on behalf
of a person other than the Board; or




     (c) the consummation of a merger, consolidation, reorganization, recapitalization or
statutory share exchange involving Skyworks or a sale or other disposition of all or
substantially all of the assets of Skyworks in one or a series of transactions (a “Business
Combination”), unless, immediately following such Business Combination, each of the
following two conditions is satisfied: (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding securities entitled to
vote generally in the election of directors, respectively, of the resulting or acquiring
corporation in such Business Combination (which shall include, without limitation, a
corporation which as a result of such transaction owns Skyworks or substantially all of
Skyworks’ assets either directly or through one or more subsidiaries) (such resulting or
acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially
the same proportions as their ownership, immediately prior to such Business Combination, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities,
respectively; and (ii) no Person (excluding any employee benefit plan (or related trust)
maintained or sponsored by Skyworks or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 40% or more of the then outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting power of the then-outstanding securities of
such corporation entitled to vote generally in the election of directors (except to the
extent that such ownership existed prior to the Business Combination); or



 









 






     (d) approval by the stockholders of Skyworks of a complete liquidation or dissolution
of Skyworks.




	1.3	 	Subject to the provisions of Sections 7 and 8, (i) on the Payment Date (as defined below) (or
such later date as may be required by Section 7), Skyworks will pay you a lump sum equal to
two and one-half (21/2) times the sum of (a) your rate of annual base salary in effect
immediately prior to the Change of Control and (b) the greater of (1) the average of your
three most recent annual cash bonuses received prior to the year in which the Change of
Control occurs, whether or not includable in gross income for federal income tax purposes, and
(2) your target annual cash bonus opportunity for the year in which the Change of Control
occurs (without regard to the relative achievement of any performance milestones which would
otherwise impact payment of the target bonus); and (ii) on the Payment Date, the exercise
period of all of your then outstanding Skyworks stock options shall be extended so that such
options remain exercisable for a period of thirty (30) months after the termination date (or,
if earlier, until the last day of the full option term), subject to their other terms and
conditions; and (iii) effective as of the Payment Date, Skyworks will provide you medical
benefits substantially the same as those provided to you at the time of termination for a
period of eighteen (18) months after the date of termination.
	 
	1.4	 	If any excise tax (the “Excise Tax”) under Section 4999 of the Internal Revenue Code of 1986
(the “Code”) is payable by you by reason of the occurrence of a change in the ownership or
effective control of Skyworks or a change in the ownership of a substantial portion of the
assets of Skyworks, determined in accordance with Section 280G(b)(2) of the Code, then
Skyworks shall pay you, in addition to the amount payable under Section 1.3, an amount (the
“Gross-Up Payment”) equal to the sum of the Excise Tax and the amount necessary to pay all
additional taxes imposed on (or economically borne by) you (including the Excise Tax, state
and federal income taxes and all applicable employment taxes) attributable to the receipt of
the Gross-Up Payment. For purposes of the preceding sentence, all taxes attributed to the
receipt of the Gross-Up Payment shall be computed assuming the application of the maximum tax
rate provided by law. Notwithstanding anything contained in this letter to the contrary, any
Gross-Up Payment shall be paid no later than the last day of the calendar year following the
calendar year in which you remit the Excise Tax.






	2.	 	Termination Without Cause or for Good Reason
	 
	2.1	 	If, while you are employed by Skyworks as Chief Executive Officer, (i) your employment with
Skyworks is terminated by Skyworks without Cause, or (ii) you terminate your employment with
Skyworks for Good Reason, then you will receive the benefits specified in Section 2.4 below.
If your employment is terminated by Skyworks for Cause or by you without Good Reason, you will
not be entitled to receive the benefits specified in Section 2.4 below. This Section 2.1
shall not apply if you are entitled to receive the benefits set forth in Section 1.3 above.




 









 












	2.2	 	“Cause” means: (i) deliberate dishonesty significantly detrimental to the best interests of
Skyworks or any subsidiary or affiliate; (ii) conduct on your part constituting an act of
moral turpitude; (iii) willful disloyalty to Skyworks or refusal or failure to obey the
directions of the Board; (iv) incompetent performance or substantial or continuing inattention
to or neglect of duties assigned to you. Any determination of Cause must be made by the full
Board at a meeting duly called, with you present and voting and, if you wish, with your legal
counsel present.
	 
	2.3	 	“Good Reason” means (i) a material diminution in your authority, duties or responsibility
from those in effect on the date of this agreement; (ii) a material diminution in your base
salary as in effect on the date hereof or as the same may be increased from time to time;
(iii) a requirement that you report to a corporate officer or employee instead of reporting
directly to the Board; (iv) a material diminution in the budget over which the you retain
authority; (v) a material change in your office location as in effect on the date hereof; and
(vi) any material breach of this agreement by Skyworks; provided, however, that a termination
for Good Reason can occur only if (i) you have given Skyworks a notice of the existence of a
condition giving rise to Good Reason and Skyworks has not cured the condition giving rise to
Good Reason within thirty (30) days after receipt of such notice, and (ii) such notice is
given within ninety (90) days after the initial occurrence of the condition giving rise to
Good Reason and further provided that a termination for Good Reason shall occur 30 days after
such failure to cure.
	 
	2.4	 	Subject to the provisions of Sections 7 and 8, (i) on the Payment Date (or such later date as
may be required by Section 7), Skyworks will pay you a lump sum equal to two (2) times the sum
of (a) your rate of annual base salary in effect immediately prior to such termination and (b)
the greater of (1) the average of your three most recent annual cash bonuses received prior to
the year in which the termination of employment occurs, whether or not includable in gross
income for federal income tax purposes, and (2) your target annual cash bonus opportunity for
the year in which the termination of employment occurs (without regard to the relative
achievement of any performance milestones which would otherwise impact payment of the target
bonus); and (ii) (A) on the Payment Date, all of your Skyworks stock options will become
immediately exercisable and, except as otherwise stated in this agreement, the exercise period
of such options shall be extended so that such options remain exercisable for a period of two
(2) years after the termination date, subject to their other terms and conditions, (B) each
outstanding restricted stock award shall become immediately vested and free from restrictions
as of the Payment Date and (C), you will be entitled to receive the number of performance
 shares that you would have earned had you remained employed through the end of the applicable
performance period, and such shares shall be issued to you within 10 days of the end of the
applicable performance period.
	 
	3.	 	Voluntary Termination
	 
	 	 	Notwithstanding anything in this letter to the contrary, you may voluntarily terminate your
employment for any reason on or after the date of this letter agreement (a




 









 






	 	 	“Voluntary Election”) and in such event you shall be entitled to receive the benefits set
forth in Section 2.4 at the time and in the manner set forth in such section; provided
however, that any benefits provided under Section 2.4 shall be reduced by a “Voluntary
Election Surcharge.” The Voluntary Election Surcharge shall cause to be forfeited by you
all tranches of stock options, stock appreciation rights, restricted stock, and any other
award relating to the stock of Skyworks, which were both (a) granted to you in the eighteen
(18) month period prior to the Voluntary Election, and (b) scheduled to vest more than two
(2) years from the Voluntary Election. To obtain the benefits described in this Section 3,
you must (i) provide the Board with no fewer than ninety (90) days advance written notice of
your intended Voluntary Election and a succession plan shall be in place, and (ii) you must
remain available, in each case in the sole discretion of the Board and upon terms decided by
the Board, to continue to serve as a member of the Board and as the Chairman of one Board
committee for up to two (2) years following the Voluntary Election.






	4.	 	Effect of Change of Control on Equity Awards
	 
	 	 	If a Change of Control occurs during the term of this Agreement, immediately prior to such
transaction constituting such Change of Control, (i) all of your then unvested Skyworks
stock options shall become immediately vested and exercisable; (ii) any restrictions on each
outstanding restricted stock award shall lapse and such award shall become immediately
vested; and, (iii) each outstanding performance share award shall be deemed earned as to the
greater of (a) the “Target” level of shares for such award or (b) the number of shares that
would have been earned pursuant to the terms of such award as of the day prior to the date
of such Change of Control, and such shares shall be issued by the Company to you immediately
prior to such Change of Control transaction.
	 
	5.	 	Non-Competition; Non-Solicitation
	 
	 	 	During the term of your employment with Skyworks and for the first twenty-four (24) months
after the date on which your employment with Skyworks is voluntarily or involuntarily
terminated, by yourself or by the Company, and with or without cause (the “Noncompete
Period”), you will not engage in any employment, consulting or other activity that competes
with the business of Skyworks or any subsidiary or affiliate of Skyworks (collectively,
“Skyworks and Affiliates”). You acknowledge and agree that your direct or indirect
participation in the conduct of a competing business alone or with any other person will
materially impair the business and prospects of Skyworks and Affiliates. During the
Noncompete Period, you will not (i) attempt to hire any director, officer, employee or agent
of Skyworks and Affiliates, (ii) assist in such hiring by any other person, (iii) encourage
any person to terminate his or her employment or business relationship with Skyworks, (iv)
encourage any customer or supplier of Skyworks to terminate its relationship with Skyworks,
or (v) obtain, or assist in obtaining, for your own benefit (other than indirectly as an
employee of Skyworks and Affiliates) any customer of Skyworks and Affiliates. If any of the
restrictions in this Section 5 are adjudicated to be excessively broad as to scope,
geographic area, time or otherwise, said




 









 






	 	 	restriction shall be reduced to the extent necessary to make the restriction reasonable and
shall be binding on you as so reduced. Any provisions of this section not so reduced will
remain in full force and effect.






	 	 	It is understood that during the Noncompete Period, you will make yourself available to
Skyworks and Affiliates for consultation on behalf of Skyworks and Affiliates, upon
reasonable request and at a reasonable rate of compensation and at reasonable times and
places in light of any commitment you may have to a new employer.
	 
	 	 	You understand and acknowledge that the remedies of Skyworks and Affiliates at law for
breach of any of the restrictions in this Section are inadequate and that any such breach
will cause irreparable harm to Skyworks. You therefore agree that in addition and as a
supplement to such other rights and remedies as may exist in Skyworks’ favor, Skyworks may
apply to any court having jurisdiction to enforce the specific performance of the
restrictions in this Section, and may apply for injunctive relief against any act which
would violate those restrictions.
	 
	6.	 	Death or Disability
	 
	 	 	In the event of your death at any time during your employment by Skyworks, all of your then
outstanding Company stock options, whether or not by their terms then exercisable, will
become immediately exercisable and remain exercisable for a period of one year thereafter,
subject to their other terms and conditions.
	 
	 	 	In the event of your disability at any time during your employment by Skyworks, all of your
then outstanding Company stock options, whether or not by their terms then exercisable, will
become immediately exercisable and remain exercisable so long as you remain an employee or
officer of Skyworks and for a period of one year thereafter, subject to their other terms
and conditions.
	 
	7.	 	Miscellaneous
	 
	 	 	All claims by you for benefits under the Agreement shall be directed to and determined by
the Board and shall be in writing. Any denial by the Board of a claim for benefits under
this Agreement shall be delivered to you in writing and shall set forth the specific reasons
for the denial and the specific provisions of this Agreement relied upon. The Board shall
afford a reasonable opportunity to you for a review of the decision denying a claim. Any
further dispute or controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction. Skyworks agrees to pay as incurred, to
the full extent permitted by law, all legal, accounting and other fees and expenses which
you may reasonably incur as a result of any claim or contest (regardless of the outcome
thereof) by Skyworks, you or others regarding the validity or enforceability of, or
liability under, any provision of this




 









 






	 	 	Agreement or any guarantee of performance thereof (including as a result of any contest by
you regarding the amount of any payment or benefits pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate provided for in
Section 7872(f)(2)(A) of the Code. Notwithstanding anything in this letter to the contrary,
(a) the reimbursement of a fee or expense pursuant this Section 7 shall be provided not
later than the calendar year following the calendar year in which the fee or expense was
incurred, (b) the amount of fees and expenses eligible for reimbursement during any calendar
year may not affect the amount of fees and expenses eligible for reimbursement in any other
calendar year, (c) the right to reimbursement under this Section 7 is not subject to
liquidation or exchange for another benefit and (d) the obligation of Skyworks under this
Section 7 shall survive the termination for any reason of this agreement and shall remain in
effect until the applicable statute of limitation has expired with respect to any claim or
contest (regardless of the outcome thereof) by Skyworks, you or others regarding the
validity or enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by you regarding the
amount of any payment or benefits pursuant to this Agreement).






	 	 	Notwithstanding anything in this letter to the contrary, no provision of this letter will
operate to extend the term of any “above water” option beyond the earlier of (a) the term
originally stated in the applicable option grant or option agreement and (b) the
10th anniversary of the option grant date. For this purpose, the term “above
water” option means a stock option that has a per-share exercise price that is less than the
per-share fair market value of a share underlying the option at the time of the extension.
	 
	 	 	If you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code as of
the date of your employment termination, the commencement of the delivery of any payments
under Section 1.3 or 2.4 (whether or not pursuant to Section 3) and any other payments under
this Agreement that constitute deferred compensation payable upon separation from service
will not be paid until the first business day after the date that is six (6) months
following the date of your employment termination or, if you die during such six (6) month
period, on the first business day after the date of your death (such delay, the “Six Month
Delay”). The first payment that can be made shall include the cumulative amount of any
amounts that could not be paid during such six (6) month period.
	 
	 	 	Except as expressly provided in this Section 7, neither you nor Skyworks shall have the
right to accelerate or to defer the delivery of the payments to be made under this
Agreement. Each payment under Section 1.3 or 2.4 (whether or not pursuant to Section 3)
shall be treated as a separate payment within the meaning of Section 409A of the Code.
Notwithstanding anything in this letter to the contrary, references in Sections 1.3, 2.4 and
3 to employment termination shall be interpreted to mean “separation from service,” as that
term is used in Section 409A and related regulations. Accordingly, payments under Sections
1.3, 2.4 or 3 of this agreement shall not be made unless a




 









 






	 	 	separation from service (as that term is used in Section 409A and related regulations) shall
have occurred.






	 	 	Skyworks may withhold (or cause to be withheld) from any payments made under this agreement
all federal, state, city or other taxes as shall be required to be withheld pursuant to any
law or governmental regulation or ruling.
	 
	 	 	This agreement contains the entire understanding of the parties concerning its subject
matter, and if there is any conflict between the terms of this Agreement and the terms of
any other agreement (including but not limited to an equity award held by you or the
applicable plan under which such award was issued), the terms of this Agreement shall
govern. You shall not be eligible to receive severance or similar payments under any
severance plan, program or policy maintained by the Company. This agreement may be modified
only by a written instrument executed by both parties. This agreement replaces and
supersedes all prior agreements relating to your employment or severance, including without
limitation the letter agreement between you and Alpha Industries, Inc. dated April 1, 2001,
the letter agreement between you and Skyworks dated May 26, 2005 and the letter agreement
between you and Skyworks dated January 22, 2008. This agreement will be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
	 
	8.	 	Release
	 
	 	 	Skyworks shall have no obligation to make any payments or provide any benefits pursuant to
Section 1.3, Section 2.4 or Section 3, as applicable, unless (i) you agree to sign and
deliver to the General Counsel of Skyworks a release of claims in substantially the form
attached hereto as Exhibit A (the “Release”) and (ii) the Release has become non-revocable
by the sixtieth (60th) day following the date of termination of your employment. The
payments and benefits pursuant to Section 1.3, 2.4 and 3 shall be paid or commence on the
first payroll date following the date that the waiver and release becomes effective (the
“Payment Date”). Notwithstanding the foregoing, if the 60th day following the
date of termination occurs in the calendar year following the date of termination, then the
Payment Date shall be no earlier than January 1 of such subsequent calendar year. For the
avoidance of doubt, if the Six Month Delay applies to your payments and benefits, then
payments and benefits pursuant to Section 1.3, 2.4 and 3 shall be paid at the time set forth
in Section 7 hereof.
	 
	9.	 	Term
	 
	 	 	This agreement, as amended and restated, shall become effective on November 23, 2010, and
shall remain in effect for an initial term (the “Initial Term”) ending January 22, 2014 (the
“Ending Date”); provided, however, that (i) if your employment terminates prior to the
Ending Date, this agreement shall remain in effect until all of your and Skyworks’
obligations hereunder have been fully satisfied and (ii) if a Change of Control occurs prior
to the Ending Date, this agreement shall remain in effect until the latest to occur of




 









 






	 	 	(a) the Ending Date; (b) the second anniversary of the Change of Control; or, if your
employment terminates prior to the occurrence of the Ending Date or the second anniversary
of the Change of Control, (c) the date that all of your and Skyworks’ obligations hereunder
have been fully satisfied; and, provided, further, however, this agreement shall renew
automatically on the Ending Date for up to five (5) additional one (1) year periods (each,
an “Additional Term”) unless, at least ninety (90) days prior to the end of the Initial Term
or the then-current Additional Term of the agreement, as applicable, either party provides
written notice to the other party that the agreement should not be extended; provided that
(x) if your employment terminates during any Additional Term, this agreement shall remain in
effect until all of your and Skyworks’ obligations hereunder have been fully satisfied and
(y) if a Change of Control occurs prior to the end of any Additional Term, this agreement
shall remain in effect until the latest to occur of (A) the end of the Additional Term, (B)
the second anniversary of the Change of Control; or if your employment terminates prior to
the occurrence of the end of the Additional Term or the second anniversary of the Change of
Control, (C) the date that all of your and Skyworks’ obligations hereunder have been fully
satisfied.




Please sign both copies of this letter and return one to Skyworks.




	 	 	 	 	 	 	 

	Sincerely,

	 	 	 	AGREED TO:	 	 
	 
	 	 	 	 	 	 
	/s/ Timothy R. Furey

	 	 	 	/s/ David J. Aldrich	 	 
	 

Timothy R. Furey

	 	 	 	 

David J. Aldrich
	 	 
	Chairman of the Compensation Committee
	 	 	 	 	 	 
	 

	 	 	 	Date: November 23, 2010	 	 






 









 






EXHIBIT A




Form of Release of Claims


In consideration for receiving benefits pursuant to either, as applicable, Section 1.3, Section 2.4
or Section 3 of the Change in Control/Severance Agreement dated November 23, 2010 between you and
Skyworks Solutions, Inc. (the “Company”) (the “Agreement”), you, on behalf of yourself and your
representatives, agents, estate, heirs, successors and assigns, agree to and do hereby forever
waive, release and discharge the Company, and each of its affiliated or related entities, parents,
subsidiaries, predecessors, successors, assigns, divisions, owners, stockholders, partners,
directors, officers, attorneys, insurers, benefit plans, employees and agents, whether previously
or hereinafter affiliated in any manner, as well as all persons or entities acting by, through, or
in concert with any of them (collectively, the “Released Parties”), from any and all claims, debts,
contracts, obligations, promises, controversies, agreements, liabilities, demands, wage claims,
expenses, charges of discrimination, harassment or retaliation, disputes, agreements, damages,
attorneys’ fees, or complaints of any nature whatsoever, whether or not now known, suspected,
claimed, matured or unmatured, existing or contingent, from the beginning of time until the moment
you have signed this Agreement, against the Released Parties (whether directly or indirectly), or
any of them, by reason of any act, event or omission concerning any matter, cause or thing,
including, without limiting the generality of the foregoing, any claims related to or arising out
of (i) your employment or its termination, (ii) any contract or agreement (express or implied)
between you and any of the Released Parties, (iii) any tort or tort-type claim, (iv) any federal,
state or governmental constitution, statute, regulation or ordinance, including but not limited to
the U.S. Constitution; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act
of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers
Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans With Disabilities Act
of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and
Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards
Act; any applicable Executive Order Programs; any similar state or local statutes or laws; and any
other federal, state, or local civil or human rights law, (v) any public policy, contract or tort
law, or under common law, (vi) any policies, practices or procedures of the Company, (vii) any
claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation,
(vii) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these
matters, (viii) any impairment of your ability to obtain subsequent employment, and (ix) any
permanent or temporary disability or loss of future earnings.



For the purpose of implementing a full and complete release and discharge of the Released Parties,
you expressly acknowledge that this Agreement is intended to include and does include in its
effect, without limitation, all claims which you do not know or suspect to exist in your favor
against the Released Parties, or any of them, at the moment of execution hereof, and that this
Agreement expressly contemplates the extinguishment of all such claims.



BY SIGNING THIS GENERAL RELEASE, YOU REPRESENT AND AGREE THAT:





	 	 	YOU UNDERSTAND ALL OF ITS TERMS AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING
BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963,
THE




 









 






	 	 	AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED;






	 	 	YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND YOU HAVE EITHER
DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, YOU HAVE CHOSEN NOT TO DO SO OF YOUR
OWN VOLITION;






	 	 	YOU HAVE HAD AT LEAST 21 DAYS: (A) FROM THE DATE OF YOUR RECEIPT OF THIS RELEASE
SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____; AND (B) TO CONSIDER IT AND THE
CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS RELEASE AND SUCH CHANGES
ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD; AND






	 	 	YOU UNDERSTAND THAT YOU HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND
THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED.





	 	 	 	 	 

	Agreed:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 
	 	 	 	 
	Acknowledged: SKYWORKS SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	By:
 
	 
	 

	 	 

	 	 
	          GENERAL COUNSEL	 	 
	 
	 	 	 	 
	Date: