Form 10-Q XILINX INC For: Sep 28

October 25, 2019 6:11 AM

Exhibit 10.1

Certain information, marked by [***], has been excluded from this documents because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

SALES EXHIBIT

Fiscal Year 2020 Pay for Performance

THIS SALES EXHIBIT (the “FY20 Exhibit”) to the Addendum effective as of April 2, 2017 (the “Distributor Agreement”) is effective as of March 31, 2019 (the “Effective Date”), by and between and Xilinx, Inc., a Delaware corporation, having offices at 2100 Logic Drive, San Jose, CA 95124, Xilinx Ireland Unlimited Company (formerly known as Xilinx Ireland), a company incorporated under the laws of Ireland and having its registered office at 2020 Bianconi Avenue, Citywest Business Campus, Saggart, Co. Dublin, and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at 5 Changi Business Park Vista, Singapore 486040 (collectively and individually “Xilinx”), and Avnet, Inc., a New York corporation, having its principal office at 2211 South 47th Street, Phoenix, AZ 85034 (“Distributor”).

I.This Sales Exhibit is in effect for Xilinx’s 2020 fiscal year (March 31, 2019 – March 28, 2020) (“FY20”) and sets forth the sales plan for the promotion and sale of Xilinx products during FY20.


II.	Distributor Sales Support.


A.	Americas


1.	Distributor will maintain its current personnel positions, and


2.	Support the specialization of field application engineers.


B.	APAC


1.	Distributor will maintain its current personnel positions,


2.	[*] sales manager in [*];


3.	[*] technical sales engineer in [*]; and


4.	Define and implement locally-defined and driven [*] plans in [*].


C.	China/Taiwan


1.	Distributor will maintain its current personnel positions,


2.	[*] field application engineer in [*];


3.	[*] field application engineer in [] for [**] technical support; and


4.	[*] specialist field application engineer for [*] within China (Avnet to determine location).


D.	EMEA


1.	Distributor will maintain its current personnel positions.

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For Distributor staff that is dedicated to the Xilinx product line (“Dedicated Staff”), Distributor will continue to base the variable (bonus) compensation of Dedicated Staff entirely on Xilinx sales. Distributor will continue to pay a [***] bonus on Xilinx sales to front line managers.


III.	Reinvestment Marketing

A. Reinvestment. Distributor commits to reinvest [***] to mature product sales into future Xilinx business. These “reinvestment” projects will be discussed and jointly agreed to between the parties; the FY20 “reinvestment” marketing spend will be [***] million.

B. Corporate Marketing. Distributor will commit [***] for marketing activities undertaken at the direction of Distributor’s corporate marketing group for [***], a global [***] campaign, and marketing of [***].

C. Communities. Distributor will commit [***] for [***] marketing, including: [***] Xilinx marketing by [***], joint marketing between [***] and Avnet, [***] events and workshops, and expansion of [***] and online workshops.

D. Regional Marketing. Distributor will commit [***] in marketing funds to be managed at the corporate level but dedicated to (1) regional marketing efforts and (2) marketing by [***].


IV.	Operational Focus Areas

A.Distribution Days of Sale (“DDOS”):


1.	Distributor will manage its inventory to ensure that at the end of each fiscal quarter, Distributor’s worldwide inventory [***].


2.	At the end of FY20, Xilinx will increase the amount Distributor currently owes Xilinx by [***].

B. Quarter End Delinquencies. Distributor will set a quarterly target for worldwide delinquencies to be less than [***].

C. Quarter End Pipeline Coverage. Distributor will set a target to have [***] of pipeline coverage in place for the next quarter by the end of [***] in the current quarter.


V.	Margins

A.[***] Mature Margin. The [***] Mature Margin from the FY19 Sales Plan will remain in effect during FY20.

B.[***] Mature Margin. In FY20, the margin percentage for [***] under the Standard Percentages will move to a per device and per customer mature margin decrease and the decrease will be effective after [***] from start of production. For the purpose of this margin decrease, [***] in sales for a specific device to a specific customer (based on the Xilinx XU) will mark the “start of production” for that specific device. [***] margins will be reviewed twice annually for margin adjustments; reviews are anticipated to occur in the first and third quarters.

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C.[***] Margin. [***], the margin percentage for [***] under the Standard Percentages will be [***].


VI.	Revenue Targets

At the close of FY20, Xilinx will review Distributor’s FY20 sales data and conform such sales data to the sales goals specified in the table below (“Performance Goals”).

A.Calculation of Performance Goals


1.	Achievement of Performance Goals are determined at the end of FY20. During FY20 all orders, invoices, and payments will be transacted without any adjustments attributable to the Performance Goals. Revenue attributed to (i) accounts moved in or out of DDC and (ii) [***] will not be used in calculation of the FY20 Performance Goals.

At the end of FY20, Xilinx will complete a ‘true-up’ of Distributor’s actual revenue attainment for each region to the revenue targets of each region contained in the Performance Goals. In addition to the ‘true-up’ for each region, Xilinx will complete a ‘worldwide true-up’ by aggregating the Distributor total worldwide revenue attainment for measurement of the Distributor’s revenue attainment against the worldwide performance target.


3.	Adjustments (if any) will be made to Distributor’s account based on the Performance Goals, as follows:

Regional [***] or more: If Net Revenue exceeds the applicable regional target (indicated by “FY20 Targets”) by [***] or more, Xilinx will reduce the amount Distributor currently owes Xilinx based on the target milestones on Table A in the Performance Matrix. If Distributor meets regional growth targets in the Performance Goals, Distributor will accordingly reward its front-line regional managers with a commensurate achievement bonus.


ii.	Regional [*] or less: If Net Revenue is less than the applicable regional target (indicated by “FY20 Targets; Target YoY %”) by [*] or more, Xilinx will increase the amount Distributor currently owes Xilinx based on the target milestones on Table B in the Performance Matrix.


iii.	Worldwide True-Up: Xilinx will aggregate regional performance (“Regional Total”) for comparison to the worldwide true-up targets (“WW Target”).


a.	Worldwide [*] or more: If the Regional Total exceeds the WW Target by [*] or more, but the total of the regional adjustments is less than the corresponding WW Target adjustment, Xilinx will reduce the amount Distributor currently owes Xilinx by an amount equal to the difference.

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b.	Worldwide [*] or less: If the Regional Total is less than the WW Target by [*] or more, but the total of the regional adjustments is less than the corresponding WW Target adjustment, Xilinx will increase the amount Distributor currently owes Xilinx by an amount equal to the difference.


iv.	The aggregate total of the regional and worldwide adjustments under the Performance Goals is limited to [***].


v.	Revenue growth percentages that fall between target milestones do not result in an incremental increase or decrease. For example, if Net Revenue in a region is [*] over the regional Performance Goal, Distributor will receive an adjustment at the [*] goal milestone in that region.


vi.	Adjustments will be made during the fiscal quarter immediately following FY20 to the accounts of the following regional Distributor entities: [***]

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FY20 Target Revenue by Region

[***]

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To evidence the parties’ agreement to this Addendum, they have signed and delivered it on the date(s) below, but as of the date set forth in the preamble.



Xilinx, Inc.		Xilinx Sales International Pte. Ltd.

Signature:	/s/ Michael Barone	Signature:	/s/ David Ferguson
Print Name:	Michael Barone	Print Name:	David Ferguson
Title:	VP, Americas Sales	Title:	Director
Date:	9/12/2019	Date:	9/13/2019


Xilinx Ireland Unlimited Company

Signature:	/s/ Kevin Cooney
Print Name:	Kevin Cooney
Title:	Managing Director
Date:	9/12/2019



DISTRIBUTOR

Avnet, Inc.

Signature:	/s/ Phil Gallagher
Print Name:	Phil Gallagher
Title:	President, Avnet Global
Date:	06 September 2019 \| 18:09 PDT

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Exhibit 31.1

XILINX, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Victor Peng, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Xilinx, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 24, 2019				/s/ Victor Peng
				Victor Peng
				President and Chief Executive Officer

Exhibit 31.2

XILINX, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lorenzo A. Flores, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Xilinx, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 24, 2019				/s/ Lorenzo A. Flores
				Lorenzo A. Flores
				Executive Vice President and Chief Financial Officer

Exhibit 32.1

XILINX, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Xilinx, Inc. (the “Company”) on Form 10-Q for the period ended September 28, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victor Peng, President and Chief Executive Officer of the Company, certify, pursuant to Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


(1)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: October 24, 2019				/s/ Victor Peng
				Victor Peng
				President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Xilinx, Inc. and will be retained by Xilinx, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2

XILINX, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Xilinx, Inc. (the “Company”) on Form 10-Q for the period ended September 28, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lorenzo A. Flores, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


(1)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: October 24, 2019				/s/ Lorenzo A. Flores
				Lorenzo A. Flores
				Executive Vice President and Chief Financial Officer

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Form 10-Q XILINX INC For: Sep 28

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