exv10wii



 





Exhibit 10.II




August 20, 2007



Mr. Donald W. Palette



Re:      Change in Control / Severance Agreement



Dear Donald:



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




1. Change of Control





	 	1.1.	 	If: (i) a Change of Control occurs while you are employed by Skyworks and (ii) your
employment with Skyworks is involuntarily terminated without Cause within one (1)
year after the 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 the Company 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 the Company (the “Outstanding Company Common Stock”) or (y) the combined
voting power of the then-outstanding securities of the Company 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 the Company (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 the Company,
unless the Person exercising, converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the Company), (ii) any acquisition
by the Company, (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by




781.376.3000 www.skyworksinc.com  20 Sylvan Rd. Woburn, MA 01801 USA



 









 





Mr. Donald W. Palette

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August 20, 2007





the Company or any corporation controlled by the Company, 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 (or, if applicable, the Board of Directors of a successor
corporation to the Company), 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 the Company or a sale or other disposition of all
or substantially all of the assets of the Company 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
the
Company or substantially all of the Company’s 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 the
Company 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 the Company of a complete liquidation or
dissolution of the Company.




	 	1.3.	 	On the date of any termination described in Section 1.1, (i) Skyworks will pay you a
lump sum equal to one and one-half (11/2) times your total annual compensation
for the










 









 





Mr. Donald W. Palette

Page 3

August 20, 2007





	 	 	 	twelve month period prior to the Change of Control, including all wages, salary, bonus (as
described below) and incentive compensation, whether or not includable in gross income for
federal income tax purposes; and (ii) all of your Skyworks stock options will become
immediately exercisable and, except as otherwise stated in this agreement, remain
exercisable for a period of eighteen (18) months after the termination date, subject to
their other terms and conditions; and each outstanding restricted stock award and any other
award that is based upon the common stock of Skyworks shall become immediately vested. For
purposes of the preceding sentence, the bonus to be taken into account shall be the greater
of your average bonus for the three years prior to the year in which the Change of Control
occurs or your target bonus for the year in which the Change of Control occurs.





2. Termination Without Cause





	 	2.1.	 	If, while you are employed by Skyworks, your employment with Skyworks is
involuntarily terminated without Cause, then you will receive the benefits specified in
Section 2.3 below. If your employment is terminated involuntarily by Skyworks for
Cause or by you, you will not be entitled to receive the benefits specified in Section 2.3
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” will mean: (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 of Directors; (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 of Directors at a meeting duly called, with you
present and voting and, if you wish, with your legal counsel present.
	 
	 	2.3.	 	On the date of any termination described in Section 2.1, (i) Skyworks will pay you a
lump sum equal to (x) one (1) times your then current annual base salary, plus (y) any
bonus then due under Skyworks’ bonus plan, whether or not includable in gross income
for federal income tax; and (ii) all of your then vested Skyworks stock options, will,
except as otherwise stated in this agreement, remain exercisable for a period of 12
months after the termination date, subject to their other terms and conditions.





3. Non-Competition





	    	During the term of your employment with Skyworks and for the twelve (12) months after the date
on which your employment with Skyworks is voluntarily or involuntarily terminated (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,
the “Company”). 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. During the Noncompete










 









 





Mr. Donald W. Palette

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August 20, 2007





	 	Period, you will not (i) attempt to hire any director, officer, employee or agent of Skyworks,
(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 the Company) any customer of
Skyworks. If any of the restrictions in this Section 3 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 the
Company for consultation on behalf of the Company, 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 Company’s remedies 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.





4.  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.





5.  Miscellaneous





	 	All claims by you for benefits under this Agreement shall be directed to and determined by the
Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors
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 of Directors 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










 









 





Mr. Donald W. Palette

Page 5

August 20, 2007





	 	 	jurisdiction. The Company 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 the Company, 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, no provision of this letter will
operate to extend the term of any option beyond the term originally stated in the applicable
option grant or option agreement. This agreement contains the entire understanding of the
parties concerning its subject matter. 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. This agreement will be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
	 
	 	 	Neither you nor the Company shall have the right to accelerate or to defer the delivery of the
payments to be made under Section 1.3 or Section 2.3; provided, however, that if you are
a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (the “Code”) and any of the payments to be made to you hereunder constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code, then the
commencement of the delivery of any such payments will be delayed to the date that is 6 months
after your date of termination.




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




	 	 	 	 	 	 	 
	Sincerely,

	 	 	 	AGREED TO:	 	 
	 
	 	 	 	 	 	 
	/s/ David J. Aldrich

	 	 	 	/s/ Donald W. Palette	 	 
	 

David J. Aldrich, President and CEO

	 	 	 	 

Donald W. Palette
	 	 
	 

	 	 	 	Date: Effective August 20, 2007