Exhibit








EXHIBIT 10.1

May 11, 2016 
Mr. David Aldrich 
Re:    Second Amended and Restated Change of Control / Severance Agreement
Dear Dave:
This Second Amended and Restated Change of Control / Severance Agreement (the “Agreement”) amends and restates the Amended and Restated Change of Control / Severance Agreement between you and Skyworks Solutions, Inc. (“Skyworks”) dated November 23, 2010 (as amended by letter agreement dated December 16, 2014) (the “Initial Agreement”) in its entirety and sets out the severance arrangements concerning your employment as of the Effective Date (as defined below) with 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 Executive Chairman, 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 Good Reason (as defined below), then you will receive the benefits provided in Section 1.3 below.  In addition, if the Term (whether the Initial Term or the Renewal Term) of this Agreement expires in accordance with Section 8 hereof within ninety (90) days following a Change of Control, 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 6 and 7, (i) on the Payment Date (as defined in Section 7 hereof) (or such later date as may be required by Section 6) for benefits resulting from a termination described in Section 1.1 hereof, 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 such 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 such Payment Date, provided you are eligible for and timely elect to continue receiving group medical insurance pursuant to COBRA, Skyworks will provide for 











COBRA continuation for you and your eligible dependents for a period of eighteen (18) months following your termination date.


		
	2.
	Termination Without Cause or for Good Reason




2.1.    If, while you are employed by Skyworks as Executive Chairman, (i) your employment with Skyworks is terminated by Skyworks without Cause, or (ii) you terminate your employment with Skyworks for Good Reason, and, for the avoidance of doubt, your termination is not by reason of the expiration of the Term of this Agreement as described in Section 8 hereof, 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, without your consent, (i) a material diminution in your authority, duties or responsibility from those in effect on the Effective Date; (ii) a material diminution in your base salary as in effect on the Effective Date; (iii) a requirement that you report to a corporate officer or employee instead of reporting directly to the Board; (iv) a material change in your office location as in effect on the Effective Date; and (v) 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 6 and 7, (i) on the Payment Date (as defined in Section 7 hereof) (or such later date as may be required by Section 6) for benefits resulting from a termination described in Section 2.1 hereof, 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 such 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 (or, if earlier, until the last day of the full option term), subject to their other terms and conditions, (B) each outstanding restricted stock award shall become immediately vested and free from restrictions as of such 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.
	Position and Compensation















3.1.    Effective as of May 11, 2016 (the “Effective Date”) and for the duration of the Term (as described in Section 8) you shall be employed by Skyworks to serve as Executive Chairman of the Board.  You are expected to devote your full business time and professional efforts to the performance of your duties and responsibilities for Skyworks and to abide by all Skyworks policies and procedures as in effect from time to time.  You will report directly to the Board.   During your employment as Executive Chairman with Skyworks, you will be expected to conduct your business activities at all times in accordance with the highest legal, ethical and professional standards.


3.2.    While you are employed as Executive Chairman, you will be paid at an annual rate of $800,000, subject to tax and other withholdings as required by law, to be paid in accordance with Skyworks’ standard payroll practices.  As Executive Chairman you will be eligible to participate in any fiscal year executive incentive plan adopted by Skyworks during the Term.  Your annual cash bonus opportunity (i) under the Fiscal Year 2016 Executive Incentive Plan shall remain in effect for the 2016 fiscal year, notwithstanding your change in role and (ii) under any executive bonus plan adopted by Skyworks for any other fiscal year during the Term, shall be same as the annual cash bonus opportunity established for Skyworks’ then-CEO.  You will also be eligible to receive an annual award of stock options and performance shares each fiscal year during the Term at the same time as annual equity awards are made to Skyworks’ executives, in each case, in such amount as is equal to 90% of any such award made by Skyworks to Skyworks’ then-CEO. 


3.3.    Subject to the provisions of Sections 6 and 7, (i) on the Payment Date (as defined in Section 7 hereof) (or such later date as may be required by Section 6) following the date on which the Term (as described in Section 8 hereof) of this Agreement expires or the earlier termination of this Agreement by reason of your death or Disability (as defined below), Skyworks will pay you a lump sum equal to one (1) 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), (ii) effective as of such Payment Date, provided you are eligible for and timely elect to continue receiving group medical insurance pursuant to COBRA, Skyworks will provide for COBRA continuation for you and your eligible dependents for a period of eighteen (18) months following your termination date, (iii) (A) on such Payment Date all of your Skyworks stock options will become immediately exercisable and, except as otherwise stated in this agreement, remain exercisable for a period of two (2) years after the termination date (or, if earlier, until the last day of the full option term), subject to their other terms and conditions, (B) each outstanding restricted stock award shall become immediately vested as of such 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 ten (10) days of the end of the applicable performance period; provided, however, that with respect to any awards granted to you with respect to the final fiscal year in the Term, the portion of the award that is treated as set forth in (A), (B) and (C) shall be pro-rated based on the number of days during which you performed services for Skyworks during such fiscal year, and (iv) on the date on which bonus awards are paid to participants in the executive bonus plan adopted by Skyworks for the fiscal year in which your termination occurs, Skyworks will pay you, in a single lump-sum, your bonus for such fiscal year, (based on achievement of any and all applicable performance milestones as determined by the Board in accordance with the terms of such executive bonus plan), pro-rated based on the number of days during which you performed services for Skyworks during such fiscal year.  Notwithstanding the foregoing, in the event (i) you voluntarily terminate your employment with Skyworks before the date on which the Skyworks 2017 Annual Meeting of Stockholders occurs, you shall not be entitled to the benefits 











described in this Section 3.3 or (ii) you and the Board mutually agree, at any time on or after the date on which the Skyworks 2017 Annual Meeting of Stockholders occurs, to shorten the Term, the Term shall be shortened such that it shall expire on a date mutually agreed to by the parties, in which case you would be entitled to the benefits described in this Section 3.3.  This Section 3.3 shall not apply if you are entitled to receive the benefits set forth in Sections 1.3 or 2.4 above. 


3.4.    “Disability” means (i) you are unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) you are, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Skyworks’ employees.


		
	4.
	Effect of Change of Control on Equity Awards




Except as may otherwise be provided in an award agreement documenting an award made under the Company’s 2015 Long Term Incentive Plan with respect to a Change in Control (as that term is defined in such plan), if a Change of Control occurs during the Term, 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 Skyworks 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 Skyworks, 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.
	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 6 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 6 is not subject to liquidation or exchange for another benefit and (d) the obligation of Skyworks under this Section 6 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, 2.4, or 3.3 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 6, 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, 2.4 and 3.3 to 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 3.3 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 3.3 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 Skyworks. 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 Initial Agreement. 


This agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 


		
	7.
	Release




Skyworks shall have no obligation to make any payments or provide any benefits pursuant to Section 1.3, Section 2.4 or Section 3.3, 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 Sections 1.3, 2.4 or 3.3 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 3.3 shall be paid at the time set forth in Section 6 hereof. 
		
	8.
	Term




This Agreement, as amended and restated, shall become effective on the Effective Date, and shall remain in effect until the date on which the Skyworks 2018 Annual Meeting of Stockholders occurs (the “Initial Term”).  Unless your employment is earlier terminated in accordance with the provisions hereof, the Initial Term of your employment under this Agreement shall be automatically extended until the date on which the Skyworks 











2019 Annual Meeting of Stockholders occurs (the “Renewal Term”) unless either you or Skyworks provides the other party with written notice at least 90 days prior to the end of the Initial Term that the Initial Term shall not be so extended.  For purposes of this Agreement, the “Term” shall mean the Initial Term and the Renewal Term, if any.  In addition, (i) if your employment terminates prior to the end of the Term, 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 end of the Term, this Agreement shall remain in effect until the latest to occur of (a) date on which the Term expires; (b) the second anniversary of the Change of Control; or, if your employment terminates prior to the occurrence of the date on which the Term expires or the second anniversary of the Change of Control, (c) the date that all of your and Skyworks’ obligations hereunder have been fully satisfied. 


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Please sign both copies of this Agreement and return one to Skyworks.
	
			
	Sincerely,
	 
	AGREED TO:

	Skyworks Solutions, Inc.
	 
	 

	/s/ Christine King
	 
	/s/ David J. Aldrich

	Christine King
Chairman of the
Compensation Committee
	 
	David J. Aldrich


Date: May 12, 2016

	 
	 
	 



















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 3.3 of the Second Amended and Restated Change of Control/Severance Agreement dated May 11, 2016 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: