UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 3, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition period from
to
Commission file number
001-5560
SKYWORKS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-2302115
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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20 Sylvan Road, Woburn, Massachusetts
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01801
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (781) 376-3000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.25 per share
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NASDAQ Global Select Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Yes
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No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
The aggregate market value of the registrants common stock held by non-affiliates of the registrant (based on the closing price of the registrants common
stock as reported on the NASDAQ Global Select Market on the last business day of the registrants most recently completed second fiscal quarter (March 28, 2008) was approximately $1,144,736,590. The number of outstanding shares of the
registrants common stock, par value, $0.25 per share as of November 21, 2008 was 165,764,093.
EXPLANATORY NOTE
This Amendment No. 1 amends Skyworks Solutions, Inc.s (Skyworks or the Company) Annual Report on Form 10-K for the year ended October 3, 2008, which was filed with the
Securities and Exchange Commission (SEC) on December 2, 2008 (the Original Filing). The Company is filing this Amendment No. 1 for the sole purpose of providing the information required in Part III of Form 10-K, as
the Companys 2009 Annual Meeting of Stockholders is scheduled for May 12, 2009, and, accordingly, the Companys Proxy Statement relating to such Annual Meeting will be filed after the date hereof. Except as described above, this
Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to December 2, 2008.
PART III
ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth for each director and executive officer of the Company, his
age and position with the Company as of February 2, 2009:
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Name
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Age
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Title
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David J. McLachlan
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70
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Chairman of the Board
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David J. Aldrich
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52
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President, Chief Executive Officer and Director
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Kevin L. Beebe
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49
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Director
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Moiz M. Beguwala
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62
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Director
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Timothy R. Furey
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50
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Director
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Balakrishnan S. Iyer
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52
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Director
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Thomas C. Leonard
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74
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Director
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David P. McGlade
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48
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Director
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Robert A. Schriesheim
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48
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Director
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Donald W. Palette
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51
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Vice President and Chief Financial Officer
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Bruce J. Freyman
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48
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Vice President, Worldwide Operations
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Liam K. Griffin
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42
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Senior Vice President, Sales and Marketing
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George M. LeVan
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63
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Vice President, Human Resources
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Mark V.B. Tremallo
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52
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Vice President, General Counsel and Secretary
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Gregory L. Waters
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48
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Executive Vice President and General Manager, Front-End Solutions
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David J. Aldrich,
age 52, has served as Chief Executive Officer, President and Director of
the Company since April 2000. From September 1999 to April 2000, Mr. Aldrich served as President and Chief Operating Officer. From May 1996 to May 1999, when he was appointed Executive Vice President, Mr. Aldrich served as Vice President
and General Manager of the semiconductor products business unit. Mr. Aldrich joined the Company in 1995 as Vice President, Chief Financial Officer and Treasurer. From 1989 to 1995, Mr. Aldrich held senior management positions at M/A-COM,
Inc. (developer and manufacturer of radio frequency and microwave semiconductors, components and IP networking solutions), including Manager Integrated Circuits Active Products, Corporate Vice President Strategic Planning, Director of Finance and
Administration and Director of Strategic Initiatives with the Microelectronics Division. Mr. Aldrich has also served since February 2007 as a director of Belden Inc. (a publicly traded designer and manufacturer of cable products and
transmission solutions).
1
Kevin L. Beebe
, age 49, has been a director since January 2004. Since November 2007, he has been
President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial and operational advice to investors and management, and whose clients include Carlyle Group, GS Capital Partners, KKR and TPG Capital).
Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation, a telecommunications services company. From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360° Communications Co., a
wireless communication company. He has held a variety of executive and senior management positions at several divisions of Sprint, including Vice President of Operations and Vice President of Marketing and Administration for Sprint Cellular,
Director of Marketing for Sprint North Central Division, Director of Engineering and Operations Staff and Director of Product Management and Business Development for Sprint Southeast Division, as well as Staff Director of Product Services at Sprint
Corporation. Mr. Beebe began his career at AT&T/Southwestern Bell as a Manager.
Moiz M. Beguwala,
age 62, has been a
director since June 2002. He served as Senior Vice President and General Manager of the Wireless Communications business unit of Conexant from January 1999 to June 2002. Prior to Conexants spin-off from Rockwell International Corporation,
Mr. Beguwala served as Vice President and General Manager, Wireless Communications Division, Rockwell Semiconductor Systems, Inc. from October 1998 to December 1998; Vice President and General Manager Personal Computing Division, Rockwell
Semiconductor Systems, Inc. from January 1998 to October 1998; and Vice President, Worldwide Sales, Rockwell Semiconductor Systems, Inc. from October 1995 to January 1998. Mr. Beguwala serves on the Board of Directors of SIRF Technology (a
publicly traded GPS semiconductor solutions company) and Powerwave Technologies, Inc. (a publicly traded wireless solutions supplier for communications networks worldwide), and as Chairman of the Board of RF Nano Corporation (a privately held
semiconductor company).
Timothy R. Furey,
age 50, has been a director since 1998. He has been Chief Executive Officer of
MarketBridge (a privately owned sales and marketing strategy and technology professional services firm) since 1991. His companys clients include organizations such as IBM, British Telecom and other global Fortune 500 companies selling
complex technology products and services into both OEM and end-user markets. Prior to 1991, Mr. Furey held a variety of consulting positions with Boston Consulting Group, Strategic Planning Associates, Kaiser Associates and the Marketing
Science Institute.
Balakrishnan S. Iyer,
age 52, has been a director since June 2002. He served as Senior Vice President and Chief
Financial Officer of Conexant Systems, Inc. from October 1998 to June 2003, and has been a director of Conexant since February 2002. Prior to joining Conexant, Mr. Iyer served as Senior Vice President and Chief Financial Officer of VLSI
Technology Inc. Prior to that, he was corporate controller for Cypress Semiconductor Corp. and Director of Finance for Advanced Micro Devices, Inc. Mr. Iyer serves on the Board of Directors of Conexant, Life Technologies Corp., Power
Integrations, QLogic Corporation, and IHS, Inc. (each a publicly traded company).
Thomas C. Leonard,
age 74, has been a director
since August 1996. From April 2000 until June 2002 he served as Chairman of the Board of the Company, and from September 1999 to April 2000, he served the Company as Chief Executive Officer. From July 1996 to September 1999, he served as President
and Chief Executive Officer. Mr. Leonard joined the Company in 1992 as a Division General Manager and was elected a Vice President in 1994. Mr. Leonard has over 30 years of experience in the microwave industry, having held a
variety of executive and senior level management and marketing positions at M/A-COM, Inc., Varian Associates, Inc. and Sylvania.
David
P. McGlade,
age 48, has been a director since February 2005. Since April 2005, he has served as the Chief Executive Officer and a director of Intelsat, Ltd. (a privately held worldwide provider of fixed satellite services). Previously,
Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK, a subsidiary of mmO2, a position he held from October 2000 until March 2005. Before joining O2 UK, Mr. McGlade was President of the
Western Region for Sprint PCS. He also serves as a director of WildBlue Communications, Inc. (a privately held satellite broadband services provider).
David J. McLachlan,
age 70, has been a director since 2000 and Chairman of the Board since May 2008. Mr. McLachlan served as a senior advisor to the Chairman and Chief Executive Officer of Genzyme
Corporation (a publicly traded biotechnology company) from 1999 to 2004. He also was the Executive Vice President and Chief Financial Officer of Genzyme from 1989 to 1999. Prior to joining Genzyme, Mr. McLachlan served as Vice President, Chief
Financial Officer of Adams-Russell Company (an electronic component supplier and cable television franchise owner). Mr. McLachlan also serves on the Board of Directors of Dyax Corp. (a publicly traded biotechnology company) and HearUSA, Ltd. (a
publicly traded hearing care services company).
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Robert A. Schriesheim,
age 48, has been a director since 2006. Mr. Schriesheim has been
Executive Vice President, Chief Financial Officer and Principal Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider) since October 2006, and a director since May 2006. Previously, he was affiliated with ARCH
Development Partners, LLC (a seed stage venture capital fund) since August 2002, and served as a managing general partner since January 2003. From February 1999 to March 2002, Mr. Schriesheim served in various capacities including as Executive
Vice President of Corporate Development, Chief Financial Officer, and a director, of Global Telesystems, Inc. (a London, England-based, publicly traded provider of telecommunications, data and related services). From 1997 to 1999,
Mr. Schriesheim was President and Chief Executive Officer of SBC Equity Partners, Inc. (a private equity firm). From 1996 to 1997, Mr. Schriesheim was Vice President of Corporate Development for Ameritech Corporation (a communications
company). From 1993 to 1996, he was Vice President of Global Corporate Development for AC Nielsen Company, a subsidiary of Dunn & Bradstreet. Mr. Schriesheim is also a director of MSC Software Corp. (a publicly traded provider of
integrated simulation solutions for designing and testing manufactured products), Chairman of the Board of Alyst Acquisition Corp. (a publicly traded entity targeting an acquisition in the telecommunications industry), and a director of Enfora (a
privately held provider of intelligent wireless machine-to-machine modules and integrated platform solutions).
Donald W. Palette
,
age 51, joined the Company as Vice President and Chief Financial Officer of Skyworks in August 2007. Previously, from May 2005 until August 2007, Mr. Palette served as Senior Vice President, Finance and Controller of Axcelis Technologies,
Inc. (a publicly traded semiconductor equipment manufacturer). Prior to May 2005, he was Axcelis Controller beginning in 1999, Director of Finance beginning August 2000, and Vice President and Treasurer beginning in 2003. Before joining
Axcelis in 1999, Mr. Palette was Controller of Financial Reporting/Operations for Simplex, a leading manufacturer of fire protection and security systems. Prior to that, Mr. Palette was Director of Finance for Bell & Howells
Mail Processing Company, a leading manufacturer of high speed mail insertion and sorting equipment.
Bruce J. Freyman,
age 48,
joined the Company as Vice President, Worldwide Operations in May 2005. Previously, he served as president and chief operating officer of Amkor Technology and also held various senior management positions, including executive vice president of
operations from 2001 to 2004, Earlier, Freyman spent 10 years with Motorola managing their semiconductor packaging operations for portable communications products.
Liam K. Griffin,
age 42, joined the Company in August 2001 and serves as Senior Vice President, Sales and Marketing. Previously, Mr. Griffin was employed by Vectron International, a division of Dover
Corp., as Vice President of Worldwide Sales from 1997 to 2001, and as Vice President of North American Sales from 1995 to 1997. His prior experience included positions as a Marketing Manager at AT&T Microelectronics, Inc. and Product and Process
Engineer at AT&T Network Systems.
George M. LeVan,
age 63, has served as Vice President, Human Resources since June
2002. Previously, Mr. LeVan served as Director, Human Resources, from 1991 to 2002 and has managed the human resource department since joining the Company in 1982. Prior to 1982, he held human resources positions at Data Terminal Systems, Inc.,
W.R. Grace & Co., Compo Industries, Inc. and RCA.
Mark V.B. Tremallo,
age 52, joined the Company in April 2004 and serves
as Vice President, General Counsel and Secretary. Previously, from January 2003 to April 2004, Mr. Tremallo was Senior Vice President and General Counsel at TAC Worldwide Companies (a technical workforce solutions provider). Prior to TAC, from
May 1997 to May 2002, he was Vice President, General Counsel and Secretary at Acterna Corp. (a global communications test equipment and solutions provider). Earlier, Mr. Tremallo served as Vice President, General Counsel and Secretary at Cabot
Safety Corporation.
Gregory L. Waters,
age 48, joined the Company in April 2003, and has served as Executive Vice President and
General Manager, Front-End Solutions since October 2006, Executive Vice President beginning November 2005, and Vice President and General Manager, Cellular Systems as of May 2004. Previously, from February 2001 until April 2003, Mr. Waters
served as Senior Vice President of Strategy and Business Development at Agere Systems and, beginning in 1998, held positions there as Vice President of the Wireless Communications business and Vice President of the Broadband Communications business.
Prior to working at Agere, Mr. Waters held a variety of senior management positions within Texas Instruments, including Director of Network Access Products and Director of North American Sales.
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Audit Committee
: We have established an Audit Committee in accordance with section 3(a)(58)(A) of
the Securities Exchange Act of 1934 (the Exchange Act) comprised of the following individuals, each of which is independent within the meaning of applicable listing standards of the NASDAQ Stock Market, Inc. Marketplace Rules (the
NASDAQ Rules): Robert A. Schriesheim (Chairman), Kevin L. Beebe, Balakrishnan S. Iyer, David J. McGlade and David J. McLachlan.
Audit Committee Financial Expert
: The Board of Directors has determined that each of Mr. Schriesheim (Chairman), Mr. Iyer and Mr. McLachlan, is an audit committee financial expert and
independent as defined under applicable NASDAQ Rules.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Exchange Act requires our directors, executive officers and beneficial owners of greater than 10% of our equity securities
to file reports of holdings and transactions of securities of Skyworks with the SEC. Based solely on a review of Forms 3, 4 and 5 and any amendments thereto furnished to us, and written representations provided to us, with respect to our fiscal
year ended October 3, 2008, we believe that all Section 16(a) filing requirements applicable to our directors and executive officers with respect to such fiscal year were timely made.
CODE OF ETHICS
We have adopted a written code of
business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make
available our code of business conduct and ethics free of charge through our website, which is located at www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be
publicly disclosed pursuant to rules of the SEC and the NASDAQ Rules by posting any such amendment or waivers on our website and disclosing any such waivers in a Form 8-K filed with the SEC.
ITEM 11.
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EXECUTIVE COMPENSATION.
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COMPENSATION DISCUSSION AND ANALYSIS
Who Sets Compensation for Senior Executives?
The Compensation Committee, which is comprised solely of independent directors within the meaning of applicable NASDAQ Rules, outside directors within the
meaning of Section 162 of the Internal Revenue Code and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for determining all components, and amounts, of compensation to be paid to our Chief
Executive Officer, our Chief Financial Officer and each of our other executive officers, as well as any other officers or employees who report directly to the Chief Executive Officer.
This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial
Officer and our three next most highly paid executive officers as determined under the rules of the SEC. We refer to this group of executive officers as our Named Executive Officers.
What are the Objectives of Our Compensation Program?
The objectives of our executive compensation program are to attract, retain and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the
Companys financial performance and increases in stockholder value. Accordingly, the Compensation Committees goals in establishing our executive compensation program include:
(1) ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with
which we compete for executive talent;
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(2) providing a base salary that serves as the foundation of a compensation package
that attracts and retains the executive talent needed to obtain our business objectives;
(3) providing short-term
variable compensation that motivates executives and rewards them for achieving financial performance targets;
(4) providing long-term stock-based compensation that aligns the interest of our executives with stockholders and rewards them for increases in stockholder value; and
(5) ensuring that our executive compensation program is perceived as fundamentally fair to all of our employees.
How Do We Determine the Components and Amount of Compensation to Pay?
The Compensation Committee sets compensation for the Named Executive Officers, including salary, short-term incentives and long-term stock-based awards,
at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which the Company competes for executive talent.
Retention of Compensation Consultant
The Compensation Committee has engaged Aon/Radford Consulting to assist the Compensation Committee in determining the components and amount of executive compensation. The consultant reports directly to the Compensation Committee, through
its chairperson, and the Compensation Committee retains the right to terminate or replace the consultant at any time. The consultant advises the Compensation Committee on such compensation matters as are requested by the Compensation Committee. The
Compensation Committee considers the consultants advice on such matters in addition to any other information or factors it considers relevant in making its compensation determinations.
Role of Chief Executive Officer
The Compensation Committee also considered the recommendations of the Chief Executive Officer regarding the compensation of each of his direct reports, including the other Named Executive Officers. These recommendations included an
assessment of each individuals responsibilities, experience, individual performance and contribution to the Companys performance, and also generally took into account internal factors such as historical compensation and level in the
organization, in addition to external factors such as the current environment for attracting and retaining executives.
Establishment
of Comparator Group Data
In determining compensation for each of the Named
Executive Officers, the committee utilizes Comparator Group data for each position. For fiscal year 2008, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of 93
semiconductor companies
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and (ii) the public peer group data for 14 publicly-traded semiconductor companies with which the Company
competes for executive talent:
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* Anadigics
* Analog Devices
* Broadcom
* Cypress Semiconductor
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* Fairchild Semiconductor
* Integrated Device
Technology
* Intersil
* Linear Technology
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* LSI Logic
* National
Semiconductor
* ON Semiconductor
* RF Micro Devices
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* Silicon Laboratories
* TriQuint
Semiconductor
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1
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Where sufficient data was not available in the semiconductor survey data for example, for a VP/General
Manager position the Comparator Group data reflected survey data regarding high-technology companies, which included a larger survey sample. Semiconductor companies included in the survey had average annual revenue of approximately
$1 billion, whereas the high-technology companies included in the survey were segregated based on the annual revenue of the general managers business unit.
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Utilization of Comparator Group Data
The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and other Named
Executive Officers with the components and amounts of compensation provided to their counterparts in the Comparator Group and uses this comparison data as a guideline in its review and determination of base salaries, short-term incentives and
long-term stock-based compensation awards. In addition, in setting fiscal year 2008 compensation, the Compensation Committee sought and received input from its consultant regarding the base salaries for the Chief Executive Officer and each of his
direct reports, the award levels and performance targets relating to the short-term incentive program for executive officers, and the individual stock-based compensation awards for executive officers, as well as the related vesting schedules.
After reviewing the data and considering the input, the Compensation Committee established a base salary, short-term incentive target and
long-term stock-based compensation award for each Named Executive Officer. In establishing individual compensation, the Compensation Committee also considered the input of the Chief Executive Officer, as well as the individual experience and
performance of the executive. In determining the compensation of our Chief Executive Officer, our Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size
and complexity, (ii) the importance of retaining a chief executive officer with the strategic, financial and leadership skills to ensure our continued growth and success, (iii) the Chief Executive Officers role relative to other
Named Executive Officers and (iv) the considerable length of his 14-year service to the Company. Aon/Radford advised the Compensation Committee that the base salary, annual performance targets and short-term incentive target opportunity, and
equity-based compensation for 2008 were competitive for chief executive officers in the sector. The Chief Executive Officer was not present during voting or deliberations of the Compensation Committee concerning his compensation. As stated above,
however, the Compensation Committee did consider the recommendations of the Chief Executive Officer regarding the compensation of all of his direct reports, including the other Named Executive Officers.
What are the Components of Executive Compensation?
The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, 401(k) plan retirement benefits, medical and insurance benefits. Consistent
with our objective of ensuring executive compensation is perceived as fair to all employees, the Named Executive Officers do not receive any retirement benefits beyond those generally available to our full-time employees, and we do not provide
medical or insurance benefits to Named Executive Officers that are significantly different from those offered to other full-time employees.
Base Salary
Base salaries provide our executive officers with a degree of financial certainty and stability. The
Compensation Committee determines a competitive base salary for each executive officer using the Comparator Group data and input provided by its consultant. Based on these factors, base salaries of the Named Executive Officers were generally
targeted at the Comparator Group median, and in certain instances were targeted closer to the 75th percentile based on role, responsibility, performance and length of service. After considering all these factors, base salary adjustments ranges
from 0% to 7% with the average base salary adjustment made for Named Executive Officers for fiscal year 2008 being 3.7%.
Short-Term
Incentives
Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee.
For fiscal year 2008, the Compensation Committee adopted the 2008 Executive Incentive Plan (the Incentive Plan). The Incentive Plan established short-term incentive awards that could be earned semi-annually by certain officers of the
Company, including the Named Executive Officers, based on the Companys achievement of certain corporate performance metrics established on a semi-annual basis. Short-term incentives are intended to motivate and reward executives by tying a
significant portion of their total compensation to the Companys achievement of pre-established performance metrics that are generally short-term (i.e., less than one year). In establishing the short-term incentive plan, the Compensation
Committee first determined a competitive short-term
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incentive target for each Named Executive Officer based on the Comparator Group data, and then set threshold, target and maximum incentive payment levels. At
the target payout level, Skyworks short-term incentive was designed to result in an incentive payout equal to the median of the Comparator Group, while a maximum incentive payout for exceeding the corporate performance metrics would result in
a payout above the median of the Comparator Group, and a threshold payout for meeting the minimal corporate performance metrics would result in a payout below the median. The following is the incentive payment levels the Named Executive Officers
could earn in fiscal year 2008 (shown as a percentage of base salary), depending on the Companys achievement of the performance metrics. Actual performance between the threshold and the target metrics or between the target and maximum metrics
was determined based on a linear sliding scale.
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Threshold
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Target
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Maximum
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Chief Executive Officer
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30%
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100%
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200%
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Other Named Executive Officers
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20%
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60%
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120%
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For fiscal year 2008, in establishing the Incentive Plan, the Compensation Committee considered
the fact that our primary corporate goal was to increase revenue in excess of the market growth rate by gaining market share, while at the same time leveraging our fixed cost structure to generate higher earnings. As in the prior year, for fiscal
year 2008, the Compensation Committee split the Incentive Plan into two six month performance periods, with the performance metrics focused on achieving corporate revenue, non-GAAP gross margin and specified non-GAAP operating income targets, in
addition to a cash and customer satisfaction quality metric. The weighting of the different metrics for the first half of fiscal year 2008 is set forth as follows.
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Revenue
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Non-GAAP
Operating
Income $
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Non-GAAP
Gross Margin %
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Quality
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Cash
Metric
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President and Chief Executive Officer; Vice President and Chief Financial Officer
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20%
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40%
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20%
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10%
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10%
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Vice President, Worldwide Operations
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20%
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20%
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40%
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10%
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10%
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Executive Vice President and General Manager, Front-End Solutions (FES)
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30% (based on
FES revenue)
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20%
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30% (based on
FES revenue)
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10%
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10%
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Senior Vice President, Sales and Marketing
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30%
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20%
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30%
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10%
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10%
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Because the Company exceeded each of its target performance metrics for the first half of the
year, the Chief Executive Officer earned a first half incentive award equal to approximately 89% of his annual base salary and each of the other Named Executive Officers earned a first half incentive award equal to approximately between 50% to 57%
of his respective annual base salary. In accordance with the provisions of the Incentive Plan, incentive payments for the first six month performance period were capped at 80% of the award earned, with 20% of the award earned held back until the end
of the fiscal year to ensure sustained financial performance. The amount held back was subsequently paid after the end of the fiscal year as the Company sustained its financial performance throughout fiscal year 2008.
For the second half of fiscal year 2008, the Committee again established performance metrics based on achieving specified revenue, non-GAAP gross margin,
non-GAAP operating income targets and a cash and customer satisfaction quality metric. The weighting of the different metrics for the second half of fiscal year 2008 is set forth as follows.
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Revenue
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Non-GAAP
Operating
Income $
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Non-GAAP
Gross Margin %
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Quality
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Cash
Metric
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President and Chief Executive Officer; Vice President and Chief Financial Officer
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30%
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30%
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20%
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10%
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10%
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Vice President Worldwide Operations
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30%
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20%
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30%
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10%
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10%
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Executive Vice President and General Manager, Front-End Solutions
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40% (based on
FES revenue)
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20%
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20% (based on
FES revenue)
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10%
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|
10%
|
Senior Vice President, Sales and Marketing
|
|
40%
|
|
20%
|
|
20%
|
|
10%
|
|
10%
|
7
In determining the weightings among the Named Executive Officers, the Compensation Committees goal
was to align the incentive compensation of each Named Executive Officer with the performance metrics such executive could most impact. For instance, the performance metrics for the Chief Executive Officer, Chief Financial Officer and Vice President
Worldwide Operations were designed to focus such executives on improving the Companys competitive position and achieving profitable growth overall. The performance metrics for the Executive Vice President and General Manager, Front-End
Solutions were designed to focus such executive on business unit revenue (i.e., the ramping of new products and expansion of the customer base), and the performance metrics for the Senior Vice President, Sales and Marketing were designed to focus
such executive on increasing overall corporate revenue while at the same time increasing gross margin.
In the second half of the year, the
Company met or exceeded its targets. Accordingly, the Chief Executive Officer earned a second half incentive award equal to approximately 93% of his annual base salary, and the other Named Executive Officers earned second half incentive awards
ranging from approximately 49% to 56% of their respective annual base salaries. The Compensation Committee determined to pay, in lieu of cash, unrestricted common stock of the Company for the portion of each of the Named Executive Officers second
half short-term incentive earned above the target level. Accordingly, the Chief Executive Officer, the Chief Financial Officer, the Vice President, Worldwide Operations, the Executive Vice President and General Manager, Front-End
Solutions, and Senior Vice President, Sales and Marketing received approximately 46%, 46%, 39%, 42% and 46% of their respective second half incentive payments in the form of unrestricted common stock of the Company.
For the full fiscal year, the total payments under the Incentive Plan to the Chief Executive Officer, Chief Financial Officer, the Vice President,
Worldwide Operations, the Executive Vice President and General Manager, Front-End Solutions, and Senior Vice President, Sales and Marketing were approximately 182%, 109%, 99%, 109% and 108% of their respective annual base salaries.
The target financial performance metrics established by the Compensation Committee under the Incentive Plan are based on our historical operating results
and growth rates as well as our expected future results, and are designed to require significant effort and operational success on the part of our executives and the Company. The maximum financial performance metrics established by the Committee
have historically been difficult to achieve and are designed to represent outstanding performance that the Committee believes should be rewarded. The Compensation Committee retains the discretion, based on the recommendation of the Chief Executive
Officer, to make payments even if the threshold performance metrics are not met or to make payments in excess of the maximum level if the Companys performance exceeds the maximum metrics. The Compensation Committee believes it is appropriate
to retain this discretion in order to make short-term incentive awards in extraordinary circumstances. No such discretion was exercised under the Incentive Plan for fiscal year 2008.
Long-Term Stock-Based Compensation
The Compensation Committee makes stock-based compensation awards to executive officers on an annual basis. Stock-based compensation awards are intended to align the interests of our executive officers with stockholders, and reward them for
increases in stockholder value over long periods of time (i.e., greater than one year). It is the Companys practice to make stock-based compensation awards to executive officers in November of each year at a pre-scheduled Compensation
Committee meeting. For fiscal year 2008, the Compensation Committee made awards to executive officers, including certain Named Executive Officers, on November 6, 2007, at a regularly scheduled Compensation Committee meeting. Stock options
awarded to executive officers at the meeting had an exercise price equal to the closing price of the Companys common stock on the meeting date.
In making stock-based compensation awards to certain executive officers for fiscal year 2008, the Compensation Committee first reviewed the Comparator Group data to determine the percentage of the outstanding number
of shares that are typically used for employee compensation programs (i.e., burn rate and overhang). The Compensation Committee then set the number of Skyworks shares of common stock that would be made available for executive
officer awards at approximately the median of the Comparator Group based on the business need, internal and external circumstances and RiskMetrics/ISS guidelines. The Compensation Committee then reviewed the Comparator Group by executive position to
determine the allocation of the available shares among the executive officers. The Compensation Committee then attributed a long-term equity-based compensation value to each executive officer. One-half of that value was converted to a number of
stock options using an estimated Black-Scholes value, and the remaining half was converted to a number of restricted stock awards based on the fair market value of the common stock. The Compensation Committees rationale for awarding restricted
shares included providing an award that would have a fixed monetary value for retention purposes, while at the same time providing an incentive to the executive management team towards the common goal of increasing stockholder value. The restricted
stock granted in November 2007 contained both performance and service vesting conditions as described in footnote 3 of the
Grant of Plan-Based Awards Table
below.
8
In addition, in order to increase retention and, at the same time, further align the interest of our
executives with stockholders and reward them for significant increases in stockholder value over time, the Compensation Committee awarded performance share awards under the Companys 2005 Long-Term Incentive Plan in November 2007 to certain
employees, including the Named Executive Officers. Receipt of these performance shares is tied to three (3) stock price appreciation targets to be achieved during a three-year performance period ending on November 6, 2010. Specifically,
one third (1/3) of the total performance shares will be earned upon each incremental twenty percent (20%) increase in the Companys stock price over the 60-day trading average of the Companys common stock immediately preceding
the date of grant (the Base Price), such that one hundred percent (100%) of the total performance shares would be earned if the Companys stock price (based on a rolling 60-day trading average) increases at least sixty percent
(60%) over the Base Price during the performance period. In addition, an executive must continue service through the end of the performance period in order to receive any performance shares. If the stock price does not increase at least
twenty-percent (20%) over the Base Price during the performance period, no shares will be issuable pursuant to an award.
Other
Compensation and Benefits
We also provide other benefits to our executive officers that are intended to be part of a competitive
overall compensation program and are not tied to any company performance criteria. Consistent with the Compensation Committees goal of ensuring that executive compensation is perceived as fair to all stakeholders, the Company offers medical
plans, dental plans, vision plans, life insurance plans and disability insurance plans to executive officers under the same terms as such benefits are offered to all other employees. Additionally, executive officers are permitted to participate in
the Companys 401(k) Savings and Investment Plan and Employee Stock Purchase Plan under the same terms as all other employees. The Company does not provide executive officers with any enhanced retirement benefits (i.e., executive officers are
subject to the same limits on contributions as other employees, as the Company does not offer any SERP or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as
other employees.
Although certain Named Executive Officers were historically provided an opportunity to participate in the Companys
Executive Compensation Plan (the Executive Compensation Plan) an unfunded, non-qualified deferred compensation plan, under which participants were allowed to defer a portion of their compensation as a result of
deferred compensation legislation under Section 409A of the IRC, effective December 31, 2005, the Company no longer permits employees to make contributions to the plan. Although the Company had discretion to make additional contributions
to the accounts of participants while the Executive Compensation Plan was active, it never did so.
Severance and Change of Control
Benefits
None of our executive officers, including the Named Executive Officers, has an employment agreement that provides a
specific term of employment with the Company. Accordingly, the employment of any such employee may be terminated at any time. We do provide certain benefits to our Named Executive Officers upon certain qualifying terminations and in connection with
terminations under certain circumstances following a change of control. A description of the material terms of our severance and change of control arrangements with the Named Executive Officers can be found under the Potential Payments Upon
Termination or Change of Control section of the Proxy Statement.
The Company believes that severance protections can play a valuable
role in recruiting and retaining superior talent. Severance and other termination benefits are an effective way to offer executives financial security to incent them to forego an opportunity with another company. These agreements also protect the
Company as the Named Executive Officers are bound by restrictive non-compete and non-solicit covenants for two years after termination of employment. Outside of the change in control context, severance benefits are payable to the Named Executive
Officers if their employment is involuntarily terminated by the Company without cause, or if a Named Executive Officer terminates his own employment for a good reason (as defined in the agreement). In addition, provided he forfeits certain equity
awards and agrees to serve on the Companys Board of Directors for a minimum of two (2) years, the Chief Executive Officer is entitled to certain severance benefits upon termination of his employment for any reason on or after
January 1,
9
2010. The Compensation Committee believes that this provision facilitates his retention with the Company. The level of each Named Executive Officers
severance or other termination benefit is generally tied to their respective annual base salary and targeted short-term incentive opportunity (or past short-term incentive earned).
Additionally, the Named Executive Officers would receive enhanced severance and other benefits if their employment terminated under certain circumstances
in connection with a change in control of the Company which benefits are described in detail under the Potential Payments Upon Termination or Change of Control section of the Proxy Statement below. The Named Executive Officers are also
entitled to receive a tax gross-up payment (with a $500,000 cap for Named Executive Officers other than the Chief Executive Officer) if they become subject to the 20% golden parachute excise tax imposed by Section 280G of the IRC, as the
Company believes that the executives should be able to receive their contractual rights to severance without being subject to punitive excise taxes. The Company further believes these enhanced severance benefits are appropriate because the
occurrence, or potential occurrence, of a change in control transaction would likely create uncertainty regarding the continued employment of each Named Executive Officer, and these enhanced severance protections encourage the Named Executive
Officers to remain employed with the Company through the change in control process and to focus on enhancing stockholder value both before and during the change in control process.
Lastly, each Named Executive Officers outstanding unvested stock options and restricted stock awards fully vest upon the occurrence of a change in
control. The Company believes this accelerated vesting is appropriate given the importance of long-term equity awards in our executive compensation program and the uncertainty regarding the continued employment of Named Executive Officers that
typically occurs in a change in control context. The Companys view is that this vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their options and restricted stock awards because of a
change in control of the Company.
10
Compensation Tables for Named Executive Officers
Summary Compensation Table
The
following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2008 and fiscal year 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
David J. Aldrich
|
|
2008
|
|
|
$
|
583,404
|
|
$
|
0
|
|
$
|
1,936,986
|
|
$
|
933,064
|
|
$
|
1,048,220
|
|
$
|
12,191
|
|
$
|
4,513,865
|
President and Chief Executive Officer
|
|
2007
|
|
|
$
|
552,000
|
|
$
|
0
|
|
$
|
837,318
|
|
|
719,233
|
|
|
691,276
|
|
$
|
11,838
|
|
|
2,811,665
|
Donald W. Palette
|
|
2008
|
|
|
$
|
305,769
|
|
$
|
0
|
|
$
|
195,917
|
|
$
|
195,653
|
|
$
|
328,138
|
|
$
|
12,199
|
|
$
|
1,037,676
|
Vice President and Chief Financial Officer
|
|
2007
|
(1)
|
|
$
|
34,615
|
|
$
|
0
|
|
$
|
5,005
|
|
$
|
18,507
|
|
$
|
56,354
|
|
$
|
340
|
|
$
|
114,821
|
Gregory L. Waters
|
|
2008
|
|
|
$
|
370,635
|
|
$
|
0
|
|
$
|
393,257
|
|
$
|
270,445
|
|
$
|
397,347
|
|
$
|
9,464
|
|
$
|
1,441,148
|
Executive Vice President and General Manager, Front-End Solutions
|
|
2007
|
|
|
$
|
353,000
|
|
$
|
0
|
|
$
|
240,198
|
|
$
|
325,824
|
|
$
|
252,715
|
|
$
|
9,810
|
|
$
|
1,181,547
|
Liam K. Griffin
|
|
2008
|
|
|
$
|
344,000
|
|
$
|
0
|
|
$
|
568,901
|
|
$
|
249,207
|
|
$
|
365,526
|
|
$
|
82,132
|
|
$
|
1,609,766
|
Senior Vice President, Sales and Marketing
|
|
2007
|
|
|
$
|
318,000
|
|
$
|
0
|
|
$
|
201,410
|
|
$
|
189,483
|
|
$
|
256,603
|
|
$
|
136,062
|
|
$
|
1,101,558
|
Bruce J. Freyman
|
|
2008
|
|
|
$
|
343,000
|
|
$
|
0
|
|
$
|
344,246
|
|
$
|
313,207
|
|
$
|
335,879
|
|
$
|
11,218
|
|
$
|
1,347,550
|
Vice President, Worldwide Operations
|
|
2007
|
|
|
$
|
325,000
|
|
$
|
0
|
|
$
|
121,820
|
|
$
|
258,473
|
|
$
|
262,252
|
|
$
|
10,189
|
|
$
|
977,734
|
(1)
|
Mr. Palette was hired as Chief Financial Officer effective August 20, 2007 at an annual salary of $300,000. In addition, he was guaranteed a short-term incentive payment
for fiscal year 2007 equal to 25% of the incentive payout he would have received under the 2007 Incentive Plan had he been employed for the entire fiscal year.
|
(2)
|
The aggregate dollar amount of the expense recognized in fiscal years 2008 and 2007 for outstanding stock and options was determined in accordance with the provisions of
FAS 123(R), but without regard to any estimated forfeitures related to service-based vesting provisions. For a description of the assumptions used in calculating the fair value of equity awards under FAS 123(R), see Note 10 of the
Companys Original Filing.
|
(3)
|
Reflects amounts paid to the Named Executive Officers pursuant to the Incentive Plan. For the second half of fiscal year 2008, the portion of the Incentive Plan attributable to
Company performance above the target performance metric was paid in the form of unrestricted common stock of the Company as follows: Mr. Aldrich ($248,508), Mr. Palette ($77,794), Mr. Waters ($80,866), Mr. Griffin
($87,342) and Mr. Freyman ($64,839). The number of shares awarded in lieu of cash was based on the fair market value of the common stock on November 4, 2008, the date the second half Incentive Plan payment was approved by the Compensation
Committee. For fiscal year 2007, all short-term incentive payments were made in cash.
|
(4)
|
All Other Compensation includes the Companys contributions to each Named Executive Officers 401(k) plan account and the cost of group term life insurance
premiums. Mr. Griffins amount includes subsidized mortgage and miscellaneous relocation expenses of $72,381 and $124,741 for fiscal years 2008 and 2007, respectively.
|
11
Grants of Plan-Based Awards Table
The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2008, including incentive awards
payable under our Fiscal Year 2008 Executive Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant
Date
|
|
Possible Payouts Under
Non-Equity Incentive
Plan Awards(1)
|
|
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)(5)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
|
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
|
David J. Aldrich
|
|
11/6/2007
|
|
$
|
172,500
|
|
$
|
575,000
|
|
$
|
1,150,000
|
|
150,000
|
|
300,000
|
|
450,000
|
|
90,000
|
|
180,000
|
|
$
|
9.33
|
|
$
|
4,605,429
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
11/6/2007
|
|
$
|
60,000
|
|
$
|
180,000
|
|
$
|
360,000
|
|
17,500
|
|
35,000
|
|
52,500
|
|
10,000
|
|
20,000
|
|
$
|
9.33
|
|
$
|
529,064
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
11/6/2007
|
|
$
|
73,000
|
|
$
|
219,000
|
|
$
|
438,000
|
|
20,000
|
|
40,000
|
|
60,000
|
|
25,000
|
|
50,000
|
|
$
|
9.33
|
|
$
|
828,186
|
Executive Vice President and General Manager, Front-End Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
11/6/2007
|
|
$
|
68,000
|
|
$
|
204,000
|
|
$
|
408,000
|
|
50,000
|
|
100,000
|
|
150,000
|
|
25,000
|
|
50,000
|
|
$
|
9.33
|
|
$
|
1,452,786
|
Senior Vice President, Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
11/6/2007
|
|
$
|
67,600
|
|
$
|
202,800
|
|
$
|
405,600
|
|
25,000
|
|
50,000
|
|
75,000
|
|
22,500
|
|
45,000
|
|
$
|
9.33
|
|
$
|
891,107
|
Vice President, Worldwide Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Actual performance between the Threshold and Target metrics are paid on a linear sliding scale beginning at the Threshold percentage and moving up to the Target percentage. The same
linear scale applies for performance between Target and Maximum metrics. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the Summary Compensation Table under Non-Equity Incentive Plan
Compensation. For fiscal year 2008, the portion of the Incentive Plan payment attributable to Company performance above the Target level for the second half of the fiscal year was paid to the Named Executive Officers in the form of unrestricted
common stock of the Company.
|
(2)
|
Represents performance share awards made under the Companys 2005 Long-Term Incentive Plan. Receipt of the performance shares is tied to three (3) stock price appreciation
targets to be achieved during a three-year performance period ending on November 6, 2010. Specifically, one third (1/3) of the total performance shares will be earned upon each incremental twenty percent (20%) increase in the
Companys stock price over the 60-day trading average of the Companys common stock immediately preceding the date of grant (the Base Price), such that one hundred percent (100%) of the total performance shares would be
earned if the Companys stock price (based on a rolling 60-day trading average) increases at least sixty percent (60%) over the Base Price during the performance period. In addition, an executive must continue service through the end of
the performance period in order to receive any performance shares. If the stock price does not increase at least twenty-percent (20%) over the Base Price during the performance period, no shares will be issuable pursuant to an award.
|
12
(3)
|
On November 6, 2007, the Named Executive Officers were granted shares of restricted stock containing both performance and service vesting conditions. The performance condition
allows for accelerated vesting of the award as of the first anniversary, second anniversary and, if not previously accelerated, the third anniversary of the grant date. Specifically, if the Companys stock performance meets or exceeds the 60th
percentile of its selected peer group for the years ended on each of the first three anniversaries of the grant date, then one-third of the award vests upon each anniversary (up to 100%). If the restricted stock recipient meets the service condition
but not the performance condition in years one, two, three and four, the restricted stock would vest in three equal installments on the second, third and fourth anniversaries of the grant date. In November 2007, the first one-third of the restricted
stock vested as the Companys stock performance exceeded the 60th percentile of the peer group.
|
(4)
|
The options vest over four years at a rate of 25% per year commencing one year after the date of grant, provided the holder of the option remains employed by the Company.
Options may not be exercised beyond three months after the holder ceases to be employed by the Company, except in the event of termination by reason of death or permanent disability, in which event the option may be exercised for specific periods
not exceeding one year following termination.
|
(5)
|
Stock options awarded to executive officers had an exercise price equal to the closing price of the Companys common stock on the grant date.
|
13
Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of Fiscal Year 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(9)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units
or
Other
Rights
That
Have Not
Vested
($)
|
David J. Aldrich
|
|
67,000
|
|
0
|
|
|
0
|
|
$
|
16.359
|
|
4/27/09
|
|
208,843
|
(2)
|
|
$
|
1,560,057
|
|
300,000
|
|
$
|
2,241,000
|
President and Chief
|
|
13,000
|
|
0
|
|
|
0
|
|
$
|
16.359
|
|
4/27/09
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
40,000
|
|
0
|
|
|
0
|
|
$
|
27.282
|
|
9/13/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
0
|
|
|
0
|
|
$
|
44.688
|
|
4/26/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
0
|
|
|
0
|
|
$
|
28.938
|
|
10/6/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,000
|
|
0
|
|
|
0
|
|
$
|
13.563
|
|
4/4/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
0
|
|
|
0
|
|
$
|
12.650
|
|
4/25/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
0
|
|
|
0
|
|
$
|
4.990
|
|
6/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
0
|
|
|
0
|
|
$
|
9.180
|
|
1/7/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205,691
|
|
68,563
|
(3)
|
|
0
|
|
$
|
8.930
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
125,000
|
(4)
|
|
0
|
|
$
|
4.990
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,500
|
|
187,500
|
(5)
|
|
0
|
|
$
|
6.730
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
180,000
|
(6)
|
|
0
|
|
$
|
9.330
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
50,000
|
|
150,000
|
(7)
|
|
0
|
|
$
|
7.500
|
|
8/20/14
|
|
28,750
|
(2)
|
|
$
|
214,763
|
|
35,000
|
|
$
|
261,450
|
Vice President and
|
|
0
|
|
20,000
|
(6)
|
|
0
|
|
$
|
9.330
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
225,000
|
|
0
|
|
|
0
|
|
$
|
5.320
|
|
4/17/13
|
|
54,433
|
(2)
|
|
$
|
406,615
|
|
40,000
|
|
$
|
298,800
|
Executive Vice President
|
|
100,000
|
|
0
|
|
|
0
|
|
$
|
9.180
|
|
1/7/14
|
|
|
|
|
|
|
|
|
|
|
|
and General Manager,
|
|
48,398
|
|
16,132
|
(3)
|
|
0
|
|
$
|
8.930
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
Front-End Solutions
|
|
50,000
|
|
50,000
|
(4)
|
|
0
|
|
$
|
4.990
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
56,250
|
(5)
|
|
0
|
|
$
|
6.730
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
50,000
|
(6)
|
|
0
|
|
$
|
9.330
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
100,000
|
|
0
|
|
|
0
|
|
$
|
24.780
|
|
9/7/11
|
|
54,433
|
(2)
|
|
$
|
406,615
|
|
100,000
|
|
$
|
747,000
|
Senior Vice President,
|
|
50,000
|
|
0
|
|
|
0
|
|
$
|
12.650
|
|
4/25/12
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing
|
|
50,000
|
|
0
|
|
|
0
|
|
$
|
4.990
|
|
6/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
0
|
|
|
0
|
|
$
|
9.180
|
|
1/7/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,398
|
|
16,132
|
(3)
|
|
0
|
|
$
|
8.930
|
|
11/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
35,000
|
(4)
|
|
0
|
|
$
|
4.990
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
56,250
|
(5)
|
|
0
|
|
$
|
6.730
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
50,000
|
(6)
|
|
0
|
|
$
|
9.330
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
187,500
|
|
62,500
|
(8)
|
|
0
|
|
$
|
5.120
|
|
5/2/15
|
|
42,500
|
(2)
|
|
$
|
317,475
|
|
50,000
|
|
$
|
373,500
|
Vice President,
|
|
20,000
|
|
20,000
|
(4)
|
|
0
|
|
$
|
4.990
|
|
11/8/12
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Operations
|
|
15,000
|
|
45,000
|
(5)
|
|
0
|
|
$
|
6.730
|
|
11/7/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
45,000
|
(6)
|
|
0
|
|
$
|
9.330
|
|
11/6/14
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Assumes a price of $7.47 per share, the fair market value as of October 3, 2008.
|
(2)
|
Other than Mr. Palettes restricted stock grant on August 20, 2007, which was made as part of a new hire grant package and vests 25% per year
over 4 years, unvested restricted shares are comprised of 100% of the November 6, 2007 grant, 66% of November 7, 2006 grant and 25% of May 10, 2005 grant. The restricted stock awards made on November 6, 2007 and
November 7, 2006, each have both performance and service based vesting conditions. The performance condition allows for accelerated vesting of an award as of the first anniversary, second anniversary and, if not previously accelerated, the
third anniversary of the grant date. Specifically, if the Companys stock performance meets or exceeds the 60th percentile of its selected peer group for the years ended on each of the first three anniversaries of the grant date, then one-third
of the award vests upon each anniversary (up to 100%). If the restricted stock recipient meets the service condition but not the performance condition in years one, two, three and four, the restricted stock would vest in three equal installments on
the second, third and fourth anniversaries of the grant date. In November 2007, the first one-third of the restricted stock vested since the Companys stock performance exceeded the 60th percentile of the
|
14
|
peer group. In November 2008, another 33% of the November 7, 2006 grant, as well as the first 33% of the November 6, 2007 grant, vested as a result
of a performance accelerator triggered as the Company exceeded the 60th percentile of it peers on the basis of stock performance. In addition, the last 33% of the November 7, 2006 grant vested in November 2008 as a result of the passage of
time. The May 10, 2005 grant vests 25% per year over 4 years.
|
(3)
|
These options were granted on November 10, 2004 and vested at a rate of 25% per year until they became fully vested on November 10, 2008.
|
(4)
|
These options were granted on November 8, 2005 and vest at a rate of 25% per year until fully vested on November 8, 2009.
|
(5)
|
These options were granted on November 7, 2006 and vest at a rate of 25% per year until fully vested on November 7, 2010.
|
(6)
|
These options were granted on November 6, 2007 and vest at a rate of 25% per year until fully vested on November 6, 2011.
|
(7)
|
These options were granted on August 20, 2007 and vest at a rate of 25% per year until fully vested on August 20, 2011.
|
(8)
|
These options were granted on May 2, 2005 and vest at a rate of 25% per year until fully vested on May 2, 2009.
|
(9)
|
Reflects performance shares awarded to the Named Executive Officers on November 6, 2007 at the target level, and as specified in the
Estimated Future Payouts Under
Equity Incentive Plan Awards
section of the
Grants of Plan-Based Awards Table
above.
|
Option Exercises and Stock Vested Table
The following table summarizes the Named Executive Officers option
exercises and stock award vesting during fiscal year 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
Number of
Shares
Acquired on
Exercise
(#)
|
|
Value
Realized
on Exercise
($)
|
|
Number of
Shares
Acquired on
Vesting
(#)(1)
|
|
Value
Realized
on Vesting
($)(2)
|
David J. Aldrich
|
|
30,000
|
|
$
|
139,440
|
|
143,843
|
|
$
|
1,259,289
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
0
|
|
$
|
0
|
|
6,250
|
|
$
|
58,125
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
0
|
|
$
|
0
|
|
41,934
|
|
$
|
365,225
|
Executive Vice President and General Manager,
|
|
|
|
|
|
|
|
|
|
|
Front-End Solutions
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
0
|
|
$
|
0
|
|
34,434
|
|
$
|
301,925
|
Senior Vice President, Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
0
|
|
$
|
0
|
|
20,000
|
|
$
|
177,700
|
Vice President, Worldwide Operations
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes restricted stock that vested on November 6, 2007 and November 8, 2007 for Mr. Aldrich (125,000 shares), Mr. Waters (37,500 shares), Mr. Griffin
(30,000 shares) and Mr. Freyman (20,000 shares) and restricted stock that vested on May 12, 2008 for Mr. Aldrich (18,843), Mr. Waters (4,434), and Mr. Griffin (4,434). For Mr. Palette, the table includes restricted
stock that vested August 20, 2008 (6,250 shares).
|
(2)
|
Represents the aggregate fair market value of the stock awards on the applicable vesting dates.
|
15
Nonqualified Deferred Compensation Table
In prior fiscal years, certain executive officers were provided an opportunity to participate in the Companys Executive Compensation Plan, an
unfunded, non-qualified deferred compensation plan, under which participants were allowed to defer a portion of their compensation, as a result of deferred compensation legislation under Section 409A of the IRC. Effective December 31,
2005, the Company no longer permits employees to make contributions to the Executive Compensation Plan. Mr. Aldrich is the only Named Executive Officer that participated in the Executive Compensation Plan. Mr. Aldrichs contributions
are credited with earnings/losses based upon the performance of the investments he selects. Upon retirement, as defined, or other separation from service, or, if so elected, upon any earlier change in control of the Company, a participant is
entitled to a payment of his or her vested account balance, either in a single lump sum or in annual installments, as elected in advance by the participant. Although the Company had discretion to make additional contributions to the accounts of
participants while it was active, it never made any company contributions.
The following table summarizes the aggregate earnings in the
fiscal year 2008 for Mr. Aldrich under the Executive Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
in Last
Fiscal Year
($)
|
|
Registrant
Contributions
in Last
Fiscal Year
($)
|
|
Aggregate
Earnings
in Last
Fiscal Year
($)
|
|
|
Aggregate
Withdrawals /
Distributions
($)
|
|
Aggregate
Balance at
Last Fiscal
Year-End
($)(1)
|
David J. Aldrich,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
$
|
0
|
|
$
|
0
|
|
$
|
(243,280
|
)
|
|
$
|
0
|
|
$
|
621,167
|
(1)
|
Balance as of October 3, 2008. This amount is comprised of Mr. Aldrichs individual contributions and the return/(loss) generated from the investment of those
contributions.
|
16
Potential Payments Upon Termination or Change of Control
Chief Executive Officer
In January 2008, the Company entered into an amended and restated Change of
Control / Severance Agreement with Mr. David J. Aldrich (the Aldrich Agreement), the Companys Chief Executive Officer. The Aldrich Agreement sets out severance benefits that become payable if, within two
(2) years after a change of control, Mr. Aldrich either (i) is involuntarily terminated without cause or (ii) voluntarily terminates his employment. The severance benefits provided to Mr. Aldrich in such circumstances will
consist of the following: (i) a payment equal to two and one-half (2
1
/
2
) times the sum of (A) his annual base salary
immediately prior to the change of control and (B) his annual short-term incentive award (calculated as the greater of (x) the average short-term incentive awards received for the three years prior to the year in which the change of
control occurs or (y) the target annual short incentive award for the year in which the change of control occurs); (ii) all then outstanding stock options will remain exercisable for a period of thirty (30) months after the
termination date (but not beyond the expiration of their respective maximum terms); and (iii) continued medical benefits for a period of eighteen (18) months after the termination date. The foregoing payments are subject to a gross-up
payment for any applicable excise taxes incurred under Section 4999 of the IRC. Additionally, in the event of a change of control, Mr. Aldrichs Agreement provides for full acceleration of the vesting of all then outstanding stock
options and restricted stock awards and partial acceleration of any outstanding performance share awards.
The Aldrich Agreement
also sets out severance benefits outside of a change of control that become payable if, while employed by the Company, Mr. Aldrich either (i) is involuntarily terminated without cause or (ii) terminates his employment for good reason.
The severance benefits provided to Mr. Aldrich under either of these circumstances will consist of the following: (i) a payment equal to two (2) times the sum of (A) his annual base salary immediately prior to such termination
and (B) his annual short-term incentive award (calculated as the greater of (x) the average short-term incentive awards received for the three years prior to the year in which the termination occurs or (y) the target annual short
incentive award for the year in which the termination occurs); and (ii) full acceleration of the vesting of all outstanding stock options and restricted stock awards, with such stock options to remain exercisable for a period of two
(2) years after the termination date (but not beyond the expiration of their respective maximum terms), and, with respect to any performance share awards outstanding, shares subject to such award will be deemed earned to the extent any such
shares would have been earned pursuant to the terms of such award as of the day prior to the date of such termination (without regard to any continued service requirement) (collectively, Severance Benefits). In the event of
Mr. Aldrichs death or disability, all outstanding stock options will vest in full and remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective
maximum terms).
In addition, the Aldrich Agreement provides that if Mr. Aldrich voluntarily terminates his employment after
January 1, 2010, subject to certain notice requirements and his availability to continue to serve on the Board of Directors of the Company and as chairman of a committee thereof for up to two (2) years, he shall be entitled to the
Severance Benefits; provided however, that all Company stock options, stock appreciation rights, restricted stock, and any other equity-based awards, which were both (a) granted to him in the eighteen (18) month period prior to such
termination and (b) scheduled to vest more than two (2) years from the date of such termination, will be forfeited.
The Aldrich
Agreement is intended to be compliant with Section 409A of the IRC and has a three (3) year term. Additionally, the Aldrich Agreement requires Mr. Aldrich to sign a release of claims in favor of the Company before he is eligible to
receive any benefits under the agreement, and contains non-compete and non-solicitation provisions applicable to him while he is employed by the Company and for a period of twenty-four (24) months following the termination of his employment.
Other Named Executive Officers
In January 2008, the Company entered into new Change of Control / Severance Agreements with each of Bruce J. Freyman, Liam K. Griffin, Donald W. Palette and Gregory L. Waters (the COC Agreement).
Each COC Agreement sets out severance benefits that become payable if, within twelve (12) months after a change of control, the executive either (i) is involuntarily terminated without cause or (ii) terminates his employment for good
reason. The severance benefits provided to the executive in such circumstances will consist of the following: (i) a payment equal to two (2) times the sum of (A) his annual base salary immediately prior to the change of control and
(B) his annual short-term incentive award (calculated as the greater of (x) the average short-term
17
incentive awards received for the three years prior to the year in which the change of control occurs or (y) the target annual short incentive award for
the year in which the change of control occurs); (ii) all then outstanding stock options will remain exercisable for a period of eighteen (18) months after the termination date (but not beyond the expiration of their respective maximum
terms); and (iii) continued medical benefits for eighteen (18) months after the termination date. The foregoing payments are subject to a gross-up payment limited to a maximum of $500,000 for any applicable excise taxes incurred under
Section 4999 of the IRC. Additionally, in the event of a change of control, each COC Agreement provides for full acceleration of the vesting of all then outstanding stock options and restricted stock awards and partial acceleration of any
outstanding performance share awards. In the case of Mr. Freymans COC Agreement, the severance payment due will be paid out in bi-weekly installments over a 12 month period.
Each COC Agreement also sets out severance benefits outside a change of control that become payable if, while employed by the Company, the executive is
involuntarily terminated without cause. The severance benefits provided to the executive under such circumstance will consist of the following: (i) a payment equal to the sum of (x) his annual base salary and (y) any short-term
incentive award then due; and (ii) all then vested outstanding stock options will remain exercisable for a period of twelve (12) months after the termination date (but not beyond the expiration of their respective maximum terms). In the
case of Mr. Freymans COC Agreement, any severance payment due will be paid out in bi-weekly installments over a 12 month period. In the event the executives death or disability, all outstanding stock options will vest and remain
exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).
Each COC Agreement is intended to be compliant with Section 409A of the IRC and has an initial two (2) year term, which is thereafter renewable on an annual basis for up to five (5) additional years
upon mutual agreement of the Company and the executive. Additionally, each COC Agreement requires that the executive sign a release of claims in favor of the Company before he is eligible to receive any benefits under the agreement, and, except for
Mr. Freymans COC Agreement, each contains non-compete and non-solicitation provisions applicable to the executive while he is employed by the Company and for a period of twenty-four (24) months following the termination of his
employment. Mr. Freymans COC Agreement requires contains non-solicitation provisions applicable to him while he is employed by the Company and for a period of twelve (12) months following the termination of his employment.
The terms change in control, cause, and good reason are each defined in the above-referenced
agreements. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of Skyworks; (ii) a change, without Board of Directors approval, of a majority of the Board of Directors of
Skyworks; (iii) the acquisition of Skyworks by means of a reorganization, merger, consolidation or asset sale; or (iv) the approval of a liquidation or dissolution of Skyworks. Cause means, in summary: (i) deliberate dishonesty that
is significantly detrimental to the best interests of Skyworks; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention
to or neglect of duties. Good reason means, in summary: a material diminution in (i) base compensation or (ii) authority, duties or responsibility, (iii) a material change in office location, or (iv) any action or inaction
constituting a material breach by Skyworks of the terms of the agreement.
The following table summarizes payments and benefits that would
be made to the Named Executive Officers under their current change of control/severance agreements with the Company in the following circumstances as of October 3, 2008:
|
|
|
termination without cause or for good reason in the absence of a change of control;
|
|
|
|
termination without cause of for good reason after a change of control;
|
|
|
|
after a change of control not involving a termination of employment for good reason or for cause; and
|
|
|
|
in the event of termination of employment because of death or disability.
|
18
The following table does not reflect any equity awards made after October 3, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Benefit
|
|
Before
Change in
Control:
Termination
w/o Cause
or for
Good Reason
(1)
|
|
After
Change in
Control:
Termination
w/o Cause
or for
Good Reason
(1)
|
|
Upon Change
in Control
(1)
|
|
Death/Disability
(1)
|
David J. Aldrich
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
2,316,808
|
|
$
|
3,471,009
|
|
$
|
0
|
|
$
|
0
|
President and Chief
|
|
Accelerated Options
|
|
$
|
448,750
|
|
$
|
448,750
|
|
$
|
448,750
|
|
$
|
448,750
|
Executive Officer(2)
|
|
Accelerated Restricted Stock
|
|
$
|
1,560,057
|
|
$
|
1,560,057
|
|
$
|
1,560,057
|
|
$
|
0
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
$
|
2,241,000
|
|
$
|
2,241,000
|
|
$
|
0
|
|
|
Medical
|
|
$
|
0
|
|
$
|
20,010
|
|
$
|
0
|
|
$
|
0
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
$
|
1,809,272
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
4,325,615
|
|
$
|
9,550,098
|
|
$
|
4,249,807
|
|
$
|
448,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald W. Palette
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
485,769
|
|
$
|
971,539
|
|
$
|
0
|
|
$
|
0
|
Vice President and
|
|
Accelerated Options
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
Chief Financial Officer
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
$
|
214,763
|
|
$
|
214,763
|
|
$
|
0
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
$
|
261,450
|
|
$
|
261,450
|
|
$
|
0
|
|
|
Medical
|
|
$
|
0
|
|
$
|
22,567
|
|
$
|
0
|
|
$
|
0
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
$
|
500,000
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
485,769
|
|
$
|
1,970,319
|
|
$
|
476,213
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Waters
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
589,635
|
|
$
|
1,179,269
|
|
$
|
0
|
|
$
|
0
|
Executive Vice President
|
|
Accelerated Options
|
|
$
|
0
|
|
$
|
165,625
|
|
$
|
165,625
|
|
$
|
165,625
|
and General Manager,
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
$
|
406,615
|
|
$
|
406,615
|
|
$
|
0
|
Front-End Solutions
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
$
|
298,800
|
|
$
|
298,800
|
|
$
|
0
|
|
|
Medical
|
|
$
|
0
|
|
$
|
22,567
|
|
$
|
0
|
|
$
|
0
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
589,635
|
|
$
|
2,072,876
|
|
$
|
871,040
|
|
$
|
165,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liam K. Griffin
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
548,000
|
|
$
|
1,096,000
|
|
$
|
0
|
|
$
|
0
|
Senior Vice President,
|
|
Accelerated Options
|
|
$
|
0
|
|
$
|
128,425
|
|
$
|
128,425
|
|
$
|
128,425
|
Sales and Marketing
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
$
|
406,615
|
|
$
|
406,615
|
|
$
|
0
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
$
|
747,000
|
|
$
|
747,000
|
|
$
|
0
|
|
|
Medical
|
|
$
|
0
|
|
$
|
22,567
|
|
$
|
0
|
|
$
|
0
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
$
|
500,000
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
548,000
|
|
$
|
2,900,607
|
|
$
|
1,282,040
|
|
$
|
128,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce J. Freyman
|
|
Salary and Short-Term Incentive(4)
|
|
$
|
545,800
|
|
$
|
1,091,600
|
|
$
|
0
|
|
$
|
0
|
Vice President,
|
|
Accelerated Options
|
|
$
|
0
|
|
$
|
229,775
|
|
$
|
229,775
|
|
$
|
229,775
|
Worldwide Operations
|
|
Accelerated Restricted Stock
|
|
$
|
0
|
|
$
|
317,475
|
|
$
|
317,475
|
|
$
|
0
|
|
|
Accelerated Performance Shares
|
|
$
|
0
|
|
$
|
373,500
|
|
$
|
373,500
|
|
$
|
0
|
|
|
Medical
|
|
$
|
0
|
|
$
|
20,010
|
|
$
|
0
|
|
$
|
0
|
|
|
Excise Tax Gross-Up(3)
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
545,800
|
|
$
|
2,032,360
|
|
$
|
920,750
|
|
$
|
229,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Assumes a price of $7.47 per share, based on the closing sale price of the Companys common stock on the NASDAQ Global Select Market on October 3, 2008. Excludes
Mr. Aldrichs contributions to deferred compensation plan as there have been no employer contributions.
|
(2)
|
Good reason in change in control circumstances for Mr. Aldrich includes voluntarily terminating employment.
|
(3)
|
Other than Mr. Aldrich, other Named Executive Officers excise tax gross-up capped at $500,000.
|
(4)
|
Assumes an Incentive Plan payment at the target level, and does not include the value of accrued vacation/paid time off to be paid upon termination as required by law.
|
Director Compensation
Directors who are not employees of the Company are paid, in quarterly installments, an annual retainer of $50,000. Additional annual retainers are paid, in quarterly installments, to the Chairman of the Board
($17,500); the Chairman of the Audit Committee
($15,000); the Chairman of the Compensation Committee ($10,000); and the Chairman of the Nominating and
Governance Committee ($5,000). Additional annual retainers are also paid, in quarterly installments, to directors who serve on committees in roles other than as Chairman as follows: Audit Committee ($5,000); Compensation Committee ($3,000); and
Nominating and Corporate Governance Committee ($2,000). In addition, the Compensation Committee retains discretion to recommend to the full Board of Directors that additional cash payments be made to a non-employee director(s) for extraordinary
service during a fiscal year.
19
In addition, as the 2008 Director Long-Term Incentive Plan (the 2008 Directors
Plan) was approved by the stockholders at the 2008 Annual Meeting of the Stockholders, non-employee directors now receive the following stock-based compensation: each non-employee director, when first elected to serve as a director,
automatically receives a nonqualified stock option to purchase 25,000 shares of common stock, at an exercise price equal to the fair market value of the common stock on the date of grant, and a restricted stock award for 12,500 shares of
common stock. In addition, following each annual meeting of stockholders each non-employee director who was continuing in office or re-elected receives a restricted stock award for 12,500 shares. Unless otherwise determined by the Board of
Directors, the nonqualified stock options awarded under the 2008 Directors Plan will vest in four (4) equal annual installments and the restricted stock awards under the 2008 Directors Plan will vest in three (3) equal annual
installments. In the event of a change of control of the Company, all options under the 2008 Directors Plan become fully exercisable.
No director who is also an employee receives separate compensation for services rendered as a director. David J. Aldrich is currently the only director who is also an employee of the Company.
Director Compensation Table
The following table summarizes the compensation paid to the Companys non-employee directors for fiscal year 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned
or
Paid in Cash
($)
|
|
Stock
Awards
($)(1)(2)
|
|
Option
Awards
($)(1)(2)
|
|
Total
($)
|
David J. McLachlan, Chairman
|
|
$
|
72,000
|
|
$
|
14,922
|
|
$
|
56,310
|
|
$
|
143,232
|
Timothy R. Furey
|
|
$
|
62,000
|
|
$
|
14,922
|
|
$
|
56,310
|
|
$
|
133,232
|
Kevin L. Beebe
|
|
$
|
63,000
|
|
$
|
14,922
|
|
$
|
85,604
|
|
$
|
163,526
|
David P. McGlade
|
|
$
|
60,000
|
|
$
|
14,922
|
|
$
|
90,015
|
|
$
|
164,937
|
Robert A. Schriesheim
|
|
$
|
63,000
|
|
$
|
14,922
|
|
$
|
59,996
|
|
$
|
137,918
|
Balakrishnan S. Iyer
|
|
$
|
57,000
|
|
$
|
14,922
|
|
$
|
56,310
|
|
$
|
128,232
|
Moiz M. Beguwala
|
|
$
|
50,000
|
|
$
|
14,922
|
|
$
|
56,310
|
|
$
|
121,232
|
Thomas C. Leonard
|
|
$
|
50,000
|
|
$
|
14,922
|
|
$
|
56,310
|
|
$
|
121,232
|
(1)
|
Represents the dollar amount recognized for financial statement reporting purposes for the year ended October 3, 2008 in accordance with FAS 123(R) and, accordingly,
includes amounts from options granted prior to fiscal year 2008. For a description of the assumptions used in calculating the fair value of equity awards under FAS 123(R), see Note 10 of the Companys Original Filing. The non-employee
members of our board of directors who held such position on October 3, 2008 held the following aggregate number of unexercised options as of such date:
|
|
|
|
Name
|
|
Number of
Securities Underlying
Unexercised Options
|
David J. McLachlan, Chairman
|
|
180,000
|
Timothy R. Furey
|
|
165,000
|
Kevin L. Beebe
|
|
105,000
|
David P. McGlade
|
|
90,000
|
Robert A. Schriesheim
|
|
60,000
|
Balakrishnan S. Iyer
|
|
493,705
|
Moiz M. Beguwala
|
|
362,961
|
Thomas C. Leonard
|
|
150,000
|
20
(2)
|
The following table presents the fair value of each grant of restricted stock in 2008 to non-employee members of our board of directors, computed in accordance with FAS 123(R):
|
|
|
|
|
|
|
|
|
Name
|
|
Grant
Date
|
|
Number
of Securities
Awarded
|
|
Grant Date
Fair Value
of Shares (1)
|
David J. McLachlan, Chairman
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Timothy R. Furey
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Kevin L. Beebe
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
David P. McGlade
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Robert A. Schriesheim
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Balakrishnan S. Iyer
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Moiz M. Beguwala
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
Thomas C. Leonard
|
|
3/27/08
|
|
12,500
|
|
$
|
83,420
|
(1)
|
Based on the fair market value of $6.88 per share of common stock on March 27, 2008.
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board
of Directors currently comprises, and during fiscal year 2008 was comprised of, Messrs. Beebe, Furey (Chairman), McGlade and Schriesheim. No member of this committee was at any time during the past fiscal year an officer or employee of the
Company, was formerly an officer of the Company or any of its subsidiaries, or had any employment relationship with the Company or any of its subsidiaries. No executive officer of Skyworks has served as a director or member of the compensation
committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director of or member of the Compensation Committee of Skyworks.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis included herein with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this Form 10-K/A.
|
T
HE
C
OMPENSATION
C
OMMITTEE
Kevin L. Beebe
Timothy R. Furey, Chairman
David P. McGlade
Robert A. Schriesheim
|
21
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the Companys knowledge, the
following table sets forth the beneficial ownership of the Companys common stock as of January 28, 2009, by the following individuals or entities: (i) each person who beneficially owns 5% or more of the outstanding shares of the
Companys common stock as of January 28, 2009; (ii) the Named Executive Officers (as defined herein under the heading Compensation Tables for Named Executive Officers); (iii) each director and nominee for director;
and (iv) all current executive officers and directors of the Company, as a group.
Beneficial ownership is determined in accordance
with the rules of the SEC, is not necessarily indicative of beneficial ownership for any other purpose, and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of January 28,
2009, there were 165,935,172 shares of Skyworks common stock issued and outstanding.
In computing the number of shares of Company common
stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable
within 60 days of January 29, 2009, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
|
|
|
|
|
|
Names and Addresses of Beneficial Owners(1)
|
|
Number of Shares
Beneficially Owned(2)
|
|
|
Percent
of Class
|
|
Dimensional Fund Advisors L.P.
|
|
12,863,294
|
(3)
|
|
7.8
|
%
|
Barclays Global Investors, N.A.
|
|
9,136,071
|
(4)
|
|
5.5
|
%
|
David J. Aldrich
|
|
2,391,401
|
(5)
|
|
1.4
|
%
|
Kevin L. Beebe
|
|
98,750
|
|
|
(
|
*)
|
Moiz M. Beguwala
|
|
246,342
|
|
|
(
|
*)
|
Bruce J. Freyman
|
|
324,986
|
(5)
|
|
(
|
*)
|
Timothy R. Furey
|
|
158,750
|
|
|
(
|
*)
|
Liam K. Griffin
|
|
630,568
|
(5)
|
|
(
|
*)
|
Balakrishnan S. Iyer
|
|
309,267
|
|
|
(
|
*)
|
Thomas C. Leonard
|
|
190,307
|
|
|
(
|
*)
|
David P. McGlade
|
|
83,750
|
|
|
(
|
*)
|
David J. McLachlan
|
|
176,350
|
|
|
(
|
*)
|
Donald W. Palette
|
|
95,607
|
(5)
|
|
(
|
*)
|
Robert A. Schriesheim
|
|
42,500
|
|
|
(
|
*)
|
Gregory L. Waters
|
|
644,552
|
(5)
|
|
(
|
*)
|
All current directors and executive officers as a group (15 persons)
|
|
5,882,787
|
(5)
|
|
3.5
|
%
|
(1)
|
Unless otherwise noted in the following notes, each persons address is the address of the Companys principal executive offices at Skyworks Solutions, Inc., 20 Sylvan
Road, Woburn, MA 01801 and stockholders have sole voting and investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.
|
22
(2)
|
Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty
(60) days of January 28, 2009 (the Current Options), as follows: Aldrich 1,961,754 shares under Current Options; Beebe 86,250 shares under Current Options; Beguwala 220,487 shares
under Current Options; Freyman 258,750 shares under Current Options; Furey 146,250 shares under Current Options; Griffin 477,030 shares under Current Options; Iyer 290,685 shares under
Current Options; Leonard 131,250 shares under Current Options; McGlade 71,250 shares under Current Options; McLachlan 161,250 shares under Current Options; Palette 55,000 shares
under Current Options; Schriesheim 30,000 shares under Current Options; Waters 514,530 shares under Current Options; current directors and executive officers as a group (15 persons)
4,785,307 shares under Current Options.
|
(3)
|
Consists of shares beneficially owned by Dimensional Fund Advisors L.P., an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, in its
capacity as investment advisor to certain investment companies, trusts and accounts. Dimensional Fund Advisors L.P. has sole voting and dispositive power over all such shares. With respect to the information relating to Dimensional Fund Advisors
L.P., the Company has relied on information supplied by Dimensional Fund Advisors L.P. on a Schedule 13G/A filed with the SEC on February 6, 2008. The address of Dimensional Fund Advisors L.P. is 1299 Ocean Avenue, Santa Monica, California
90401.
|
(4)
|
Consists of shares beneficially owned by Barclays Global Investors, NA. and a group of affiliated entities, which reported sole voting and dispositive power as of December 31,
2007, as follows: (i) Barclays Global Investors, N.A., sole voting power as to 3,389,589 shares and sole dispositive power as to 3,925,003 shares; (ii) Barclays Global Fund Advisors, sole voting power as to 3,706,251 shares and sole
dispositive power as to 5,045,753 shares; and (iii) Barclays Global Investors, Ltd., sole dispositive power as to 165,315 shares. With respect to the information relating to the affiliated Barclays Global Investors entities, the Company has
relied on information supplied by Barclays Global Investors, NA on a Schedule 13G filed with the SEC on February 6, 2008. The address of the principal business office of Barclays Investors Global, NA is 45 Fremont Street, San Francisco,
California 94105.
|
(5)
|
Includes shares held in the Companys 401(k) Savings and Investment Plan.
|
Equity Compensation Plan Information
The Company currently maintains ten
(10) stock-based compensation plans under which our securities are authorized for issuance to our employees and/or directors:
|
|
|
the 1994 Non-Qualified Stock Option Plan
|
|
|
|
the 1996 Long-Term Incentive Plan
|
|
|
|
the Directors 1997 Non-Qualified Stock Option Plan
|
|
|
|
the 1999 Employee Long-Term Incentive Plan
|
|
|
|
the Directors 2001 Stock Option Plan
|
|
|
|
the Non-Qualified Employee Stock Purchase Plan
|
|
|
|
the 2002 Employee Stock Purchase Plan
|
|
|
|
the Washington Sub, Inc. 2002 Stock Option Plan
|
|
|
|
the 2005 Long-Term Incentive Plan, and
|
|
|
|
the 2008 Director Long-Term Incentive Plan.
|
Except for the 1999 Employee Long-Term Incentive Plan, the Washington Sub, Inc. 2002 Stock Option Plan and the Non-Qualified Employee Stock Purchase Plan, each of the foregoing stock-based compensation plans was
approved by our stockholders. The 1999 Employee Long-Term Incentive Plan is set to expire in April 2009.
23
A description of the material features of each such plan is provided below under the headings 1999
Employee Long-Term Incentive Plan, Washington Sub, Inc. 2002 Stock Option Plan and Non-Qualified Employee Stock Purchase Plan.
The following table presents information about these plans as of October 3, 2008.
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants,
and
Rights
|
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Stock-Based Compensation
Plans
(Excluding)
Securities Reflected in
Column (a)
|
|
|
|
(a)
|
|
|
(b)
|
|
(c)
|
|
Stock-based compensation plans approved by security holders
|
|
5,258,816
|
(1)
|
|
$
|
9.64
|
|
7,852,564
|
(3)
|
Stock-based compensation plans not approved by security holders
|
|
19,401,507
|
|
|
$
|
11.85
|
|
1,482,248
|
(4)
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
24,660,323
|
(2)
|
|
$
|
11.38
|
|
9,334,812
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes 1,209,245 unvested restricted shares and 1,200,000 unvested shares under performance shares awards.
|
(2)
|
Includes 4,093,906 options held by non-employees (excluding directors).
|
(3)
|
No further grants will be made under the 1994 Non-Qualified Stock Option Plan and the Directors 1997 Non-Qualified Stock Option Plan.
|
(4)
|
No further grants will be made under the Washington Sub Inc. 2002 Stock Option Plan, and the 1999 Plan will expire in April 2009.
|
1999 Employee Long-Term Incentive Plan
The Companys 1999 Employee Long-Term Incentive Plan (the 1999 Employee Plan) provides for the grant of non-qualified stock options to purchase shares of the Companys common stock to employees, other than officers and
non-employee directors. The term of these options may not exceed 10 years. The 1999 Employee Plan contains provisions, which permit restrictions on vesting or transferability, as well as continued exercisability upon a participants
termination of employment with the Company, of options granted thereunder. The 1999 Employee Plan provides for full acceleration of the vesting of options granted thereunder upon a change in control of the Company, as defined in the 1999
Employee Plan. The Board of Directors generally may amend, suspend or terminate the 1999 Employee Plan in whole or in part at any time; provided that any amendment which affects outstanding options be consented to by the holder of the options.
Washington Sub, Inc. 2002 Stock Option Plan
The Washington Sub, Inc. 2002 Stock Option Plan (the Washington Sub Plan) became effective on June 25, 2002, in connection with the Merger. At the time of the spin-off of Conexants wireless
business, outstanding Conexant options granted pursuant to certain Conexant stock-based compensation plans were converted so that following the spin-off and Merger each holder of those certain Conexant options held (i) options to purchase
shares of Conexant common stock and (ii) options to purchase shares of Skyworks common stock. The purpose of the Washington Sub Plan is to provide a means for the Company to perform its obligations with respect to these converted stock options.
The only participants in the Washington Sub Plan are those persons who, at the time of the Merger, held outstanding options granted pursuant to certain Conexant stock option plans. No further options to purchase shares of Skyworks common stock will
be granted under the Washington Sub Plan. The Washington Sub Plan contains a number of sub-plans, which contain terms and conditions that are applicable to certain portions of the options subject to the Washington Sub Plan, depending upon the
Conexant stock option plan from which the Skyworks options granted under the Washington Sub Plan were derived. The outstanding options under the Washington Sub Plan generally have the same terms and conditions as the original Conexant options from
which they are derived. Most of the sub-plans of the Washington Sub Plan contain provisions related to the effect of a participants termination of employment with the Company, if any, and/or with Conexant on options granted pursuant to such
sub-plan. Several of the sub-plans under the Washington Sub Plan contain specific provisions related to a change in control of the Company.
24
Non-Qualified ESPP
The Company also maintains a Non-Qualified Employee Stock Purchase Plan to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through
the purchase, by means of payroll deductions, of shares of the Companys common stock at a discount from the market price of the common stock at the time of purchase. The Non-Qualified Employee Stock Purchase Plan is intended for use primarily
by employees of the Company located outside the United States. Under the plan, eligible employees may purchase common stock through payroll deductions of up to 10% of compensation. The price per share is the lower of 85% of the market price at the
beginning or end of each six-month offering period.
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Certain Relationships and Related Transactions
: Other than compensation agreements and other arrangements which are described in Compensation Discussion & Analysis, since September 29,
2007 there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any
class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. In January 2008, the Board of Directors adopted a written related person transaction
approval policy which sets forth the Companys polices and procedures for the review, approval or ratification of any transaction required to be reported in its filings with the SEC. The Companys policy with regard to related person
transactions is that all future related person transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater then $120,000, be
reviewed by the Companys General Counsel and approved in advance by the Audit Committee. In addition, the Companys Code of Business Conduct and Ethics requires that employees discuss with the Companys Compliance Officer any
significant relationship (or transaction) that might raise doubt about such employees ability to act in the best interest of the Company.
Director Independence
: Each year, the Board of Directors reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that
preclude them from being independent within the meaning of applicable NASDAQ Rules and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, are considered to be independent directors. The Board of Directors has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members current and historic
relationships with the Company and its competitors, suppliers and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the
Company and other companies of which a member of the Companys Board of Directors is a director or executive officer. After evaluating these factors, the Board of Directors has determined that a majority of the members of the Board of
Directors, namely, Kevin L. Beebe, Moiz M. Beguwala, Timothy R. Furey, Balakrishnan S. Iyer, Thomas C. Leonard, David J. McLachlan, David P. McGlade and Robert A. Schriesheim, do not have any relationships that would interfere with the exercise of
independent judgment in carrying out their responsibilities as a director and are independent directors of the Company within the meaning of applicable NASDAQ Rules.
25
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
KPMG LLP
provided audit services to the Company consisting of the annual audit of the Companys 2008 consolidated financial statements contained in the Companys Annual Report on Form 10-K and reviews of the financial statements contained in
the Companys Quarterly Reports on Form 10-Q for fiscal year 2008. The following table summarizes the fees of KPMG LLP billed to the Company for the last two fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Category
|
|
Fiscal Year
2008
|
|
% of Total
|
|
|
Fiscal Year
2007
|
|
% of Total
|
|
Total Audit Fees Integrated Audit(1)
|
|
$
|
1,356,000
|
|
97
|
%
|
|
$
|
1,295,000
|
|
91
|
%
|
Audit-Related Fees(2)
|
|
|
|
|
0
|
%
|
|
|
86,000
|
|
6
|
%
|
Tax Fees(3)
|
|
|
45,000
|
|
3
|
%
|
|
|
46,000
|
|
3
|
%
|
All Other Fees(4)
|
|
|
2,000
|
|
0
|
%
|
|
|
2,000
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
1,403,000
|
|
100
|
%
|
|
$
|
1,429,000
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other
professional services provided in connection with statutory and regulatory filings or engagements. Fiscal year 2008 and fiscal year 2007 audit fees also included fees for services incurred in connection with rendering an opinion under
Section 404 of the Sarbanes Oxley Act.
|
(2)
|
Audit related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and
which are not reported under Audit Fees. These services relate to registration statement filings for financing activities and consultations concerning financial accounting and reporting standards.
|
(3)
|
Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to preparation or review of original and amended tax
returns, claims for refunds and tax payment-planning services, accounted for $45,000 and $46,000 of the total tax fees for fiscal year 2008 and 2007, respectively. Tax advice and tax planning services relate to assistance with tax audits.
|
(4)
|
All other fees for fiscal year 2008 and 2007 consist of licenses for accounting research software.
|
In 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy
requires that all services to be provided by KPMG LLP, including audit services and permitted audit-related and non-audit services, must be pre-approved by the Audit Committee. The Audit Committee pre-approved all audit and non-audit services
provided by KPMG LLP during fiscal 2008 and fiscal 2007.
PART IV
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
The list of Exhibits
filed as part of this report are set forth on the Exhibit Index immediately preceding such exhibits, and is incorporated herein by this reference. This list includes a subset containing each management contract, compensatory plan, or
arrangement required to be filed as an exhibit to this report.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 30, 2009
|
|
|
SKYWORKS SOLUTIONS, INC.
|
Registrant
|
|
|
By:
|
|
/s/ David J. Aldrich
|
David J. Aldrich
President and Chief
Executive Officer
|
27
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
3.A
|
|
Amended and Restated Certificate of Incorporation
|
|
10-K
|
|
001-5560
|
|
3.A
|
|
12/23/2002
|
|
|
|
|
|
|
|
|
|
3.B
|
|
Second Amended and Restated By-laws
|
|
10-K
|
|
001-5560
|
|
3.B
|
|
12/23/2002
|
|
|
|
|
|
|
|
|
|
4.A
|
|
Specimen Certificate of Common Stock
|
|
S-3
|
|
333-92394
|
|
4
|
|
7/15/2002
|
|
|
|
|
|
|
|
|
|
4.B
|
|
Indenture dated as of March 2, 2007 between the Registrant and U.S. Bank National Association, as Trustee
|
|
8-K
|
|
001-5560
|
|
4.1
|
|
3/5/2007
|
|
|
|
|
|
|
|
|
|
10.A*
|
|
Skyworks Solutions, Inc., Long-Term Compensation Plan dated September 24, 1990; amended March 28, 1991; and as further amended October 27, 1994
|
|
10-K
|
|
001-5560
|
|
10.B
|
|
12/14/2005
|
|
|
|
|
|
|
|
|
|
10.B*
|
|
Skyworks Solutions, Inc. 1994 Non-Qualified Stock Option Plan for Non-Employee Directors
|
|
10-K
|
|
001-5560
|
|
10.C
|
|
12/14/2005
|
|
|
|
|
|
|
|
|
|
10.C*
|
|
Skyworks Solutions, Inc. Executive Compensation Plan dated January 1, 1995 and Trust for the Skyworks Solutions, Inc. Executive Compensation Plan dated January 3, 1995
|
|
10-K
|
|
001-5560
|
|
10.D
|
|
12/14/2005
|
|
|
|
|
|
|
|
|
|
10.D*
|
|
Skyworks Solutions, Inc. 1997 Non-Qualified Stock Option Plan for Non-Employee Directors
|
|
10-K
|
|
001-5560
|
|
10.E
|
|
12/14/2005
|
|
|
|
|
|
|
|
|
|
10.E*
|
|
Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan
|
|
10-K
|
|
001-5560
|
|
10.F
|
|
12/13/2006
|
|
|
|
|
|
|
|
|
|
10.F*
|
|
Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan
|
|
10-K
|
|
001-5560
|
|
10.L
|
|
12/23/2002
|
|
|
|
|
|
|
|
|
|
10.G*
|
|
Washington Sub Inc., 2002 Stock Option Plan
|
|
S-3
|
|
333-92394
|
|
99.A
|
|
7/15/2002
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
10.H*
|
|
Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan
|
|
10-Q
|
|
001-5560
|
|
10.H
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.I*
|
|
Skyworks Solutions Inc. 2002 Qualified Employee Stock Purchase Plan (as amended 1/31/2006)
|
|
10-Q
|
|
001-5560
|
|
10.L
|
|
2/07/2007
|
|
|
|
|
|
|
|
|
|
10.J
|
|
Credit and Security Agreement, dated as of July 15, 2003, by and between Skyworks USA, Inc. and Wachovia Bank, N.A.
|
|
10-Q
|
|
001-5560
|
|
10.A
|
|
8/11/2003
|
|
|
|
|
|
|
|
|
|
10.K
|
|
Servicing Agreement, dated as of July 15, 2003, by and between the Company and Skyworks USA, Inc.
|
|
10-Q
|
|
001-5560
|
|
10.B
|
|
8/11/2003
|
|
|
|
|
|
|
|
|
|
10.L
|
|
Receivables Purchase Agreement, dated as of July 15, 2003, by and between Skyworks USA, Inc. and the Company
|
|
10-Q
|
|
001-5560
|
|
10.C
|
|
8/11/2003
|
|
|
|
|
|
|
|
|
|
10.M*
|
|
Form of Notice of Grant of Stock Option under the Companys 1996 Long-Term Incentive Plan
|
|
8-K
|
|
001-5560
|
|
10.1
|
|
11/17/2004
|
|
|
|
|
|
|
|
|
|
10.N*
|
|
Skyworks Solutions, Inc. 2005 Long-Term Incentive Plan (as amended 1/31/2006)
|
|
10-Q
|
|
001-5560
|
|
10.S
|
|
2/07/2007
|
|
|
|
|
|
|
|
|
|
10.O*
|
|
Skyworks Solutions, Inc. Directors 2001 Stock Option Plan
|
|
8-K
|
|
001-5560
|
|
10.2
|
|
5/04/2005
|
|
|
|
|
|
|
|
|
|
10.P*
|
|
Form of Notice of Grant of Stock Option under the Companys 2001 Directors Plan
|
|
8-K
|
|
001-5560
|
|
10.3
|
|
5/04/2005
|
|
|
|
|
|
|
|
|
|
10.Q*
|
|
Form of Notice of Stock Option Agreement under the Companys 2005 Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10.A
|
|
5/11/2005
|
|
|
|
|
|
|
|
|
|
10.R*
|
|
Form of Notice of Restricted Stock Agreement under the Companys 2005 Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10.B
|
|
5/11/2005
|
|
|
|
|
|
|
|
|
|
10.S*
|
|
Amended and Restated Change in Control/Severance Agreement, dated January 22, 2008, between the Company and David J. Aldrich
|
|
10-Q
|
|
001-5560
|
|
10.W
|
|
5/7/2008
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
10.T*
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Liam K. Griffin
|
|
10-Q
|
|
001-5560
|
|
10.X
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.U*
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and George M. LeVan
|
|
10-Q
|
|
001-5560
|
|
10.AA
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.V*
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Gregory L. Waters
|
|
10-Q
|
|
001-5560
|
|
10.BB
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.W*
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Mark V. B. Tremallo
|
|
10-Q
|
|
001-5560
|
|
10.DD
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.X*
|
|
Form of Restricted Stock Agreement under the Companys 2005 Long-Term Incentive Plan
|
|
8-K
|
|
001-5560
|
|
10.1
|
|
11/15/2005
|
|
|
|
|
|
|
|
|
|
10.Y*
|
|
Skyworks Solutions In. Cash Compensation Plan for Directors
|
|
10-Q
|
|
001-5560
|
|
10.HH
|
|
8/8/2007
|
|
|
|
|
|
|
|
|
|
10.Z
|
|
Registration Rights Agreement dated March 2, 2007 between the Registrant and Credit Suisse Securities (USA) LLC
|
|
8-K
|
|
001-5560
|
|
10.HH
|
|
3/5/2007
|
|
|
|
|
|
|
|
|
|
10.AA*
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Donald W. Palette
|
|
10-Q
|
|
001-5560
|
|
10.II
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.BB
|
|
Form of Performance Share Agreement, Under the 2005 Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10.JJ
|
|
2/6/2008
|
|
|
|
|
|
|
|
|
|
10.CC
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Bruce Freyman
|
|
10-Q
|
|
001-5560
|
|
10.KK
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.DD
|
|
Change in Control/Severance Agreement, dated January 22, 2008, between the Company and Stan Swearingen
|
|
10-Q
|
|
001-5560
|
|
10-LL
|
|
5/7/2008
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
10.EE
|
|
2008 Director Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10-MM
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.FF
|
|
Form of Restricted Stock Agreement under the Companys 2008 Director Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10-NN
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
10.GG
|
|
Form of Nonstatutory Stock Option Agreement under the Companys 2008 Director Long-Term Incentive Plan
|
|
10-Q
|
|
001-5560
|
|
10-OO
|
|
5/7/2008
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|
|
|
|
|
|
|
|
10.HH
|
|
Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan
|
|
10-Q
|
|
001-5560
|
|
10-PP
|
|
5/7/2008
|
|
|
|
|
|
|
|
|
|
11
|
|
Statement regarding calculation of per share earnings [see Note 2 to the Consolidated Financial Statements]
|
|
10-K
|
|
001-5560
|
|
11
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
10-K
|
|
001-5560
|
|
12
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries of the Company
|
|
10-K
|
|
001-5560
|
|
21
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of KPMG LLP
|
|
10-K
|
|
001-5560
|
|
23.1
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of the Companys Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a- 14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
10-K
|
|
001-5560
|
|
31.1
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Companys Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
10-K
|
|
001-5560
|
|
31.2
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
31.3
|
|
Certification of the Companys Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a- 14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31
|
|
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|
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|
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|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
31.4
|
|
Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
|
Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
10-K
|
|
001-5560
|
|
32.1
|
|
12/02/2008
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
10-K
|
|
001-5560
|
|
32.2
|
|
12/02/2008
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
32
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