EXHIBIT 4.5 ROCKETCHIPS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT made and entered into as of November 1, 1999, by and between ROCKETCHIPS, INC., a Minnesota corporation (the "Company"), and PAUL M. RUSSO, a resident of California (the...Non-Qualified Stock Option Agreement • December 8th, 2000 • Xilinx Inc • Semiconductors & related devices • Minnesota
Underwriting AgreementXilinx Inc • May 15th, 2020 • Semiconductors & related devices • New York
Xilinx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), $750,000,000 aggregate principal amount of its 2.375% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to the indenture to be dated as of May 19, 2020 (the “Base Indenture”), as amended by a Supplemental Indenture relating to the Securities between the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be dated as of May 19, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
EXHIBIT 10.17 STANDARD FORM LEASE PARTIES: This Lease, executed in duplicate at Cupertino, California, on October 8, 1997, by and between Berg & Berg Enterprises, Inc., a California Corporation, and Xilinx, Inc., a Delaware Corporation, hereinafter...Xilinx Inc • November 7th, 1997 • Semiconductors & related devices • California
Xilinx, Inc. Registration Rights AgreementXilinx Inc • May 30th, 2007 • Semiconductors & related devices • New York
Xilinx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Initial Purchaser”) $900,000,000 aggregate principal amount of its 3.125% Junior Subordinated Convertible Debentures due 2037 (the “Firm Debentures”) and, at the election of the Initial Purchaser, solely to cover overallotments, an additional $100,000,000 aggregate principal amount of the Company’s 3.125% Junior Subordinated Convertible Debentures due 2037 (the “Additional Debentures” and, together with the Firm Debentures, the “Debentures”), in each case upon the terms and subject to the conditions set forth in the Purchase Agreement dated February 27, 2007 between the Company and the Initial Purchaser (the “Purchase Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2020 • Xilinx Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 26, 2020, by and among: Advanced Micro Devices, Inc., a Delaware corporation (“Parent”); Thrones Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and Xilinx, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
XILINX, INC. as Issuer AND THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee ____________________ Indenture Dated as of March 5, 2007 ___________________ 3.125% Junior Subordinated Convertible Debentures due 2037Indenture • May 30th, 2007 • Xilinx Inc • Semiconductors & related devices • New York
INDENTURE, dated as of March 5, 2007, between Xilinx, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2100 Logic Drive, San Jose, California 95124 and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”).
XILINX, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 14th, 2021 • Xilinx Inc • Semiconductors & related devices • California
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made by and between Xilinx, Inc. (hereinafter the “Company”), and _____________ (hereinafter “Executive”) and shall be effective as of January 19, 2016 (the “Effective Date”).
XILINX, INC. as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Indenture Dated as of June 9, 2010 2.625% Convertible Senior Notes due 2017Indenture • August 9th, 2010 • Xilinx Inc • Semiconductors & related devices • New York
INDENTURE, dated as of June 9, 2010, between Xilinx, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2100 Logic Drive, San Jose, California 95124 and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
XILINX, INC., as Issuer, ADVANCED MICRO DEVICES, INC., as Guarantor, and as Successor in Interest to U.S. Bank National Association, FOURTH SUPPLEMENTAL INDENTURE Dated as of February 14, 2022 to INDENTUREFourth Supplemental Indenture • February 14th, 2022 • Xilinx Inc • Semiconductors & related devices • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of February 14, 2022 (this “Supplemental Indenture”), among Xilinx, Inc., a Delaware corporation (the “Company”), Advanced Micro Devices, Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
XILINX, INC. as Issuer and as Trustee INDENTURE Dated as of May 19, 2020Xilinx Inc • May 19th, 2020 • Semiconductors & related devices • New York
Each of the parties hereto covenants and agrees, for the equal and ratable benefit of the Holders of the securities issued from time to time under this Indenture (the “Securities”), as follows:
XILINX, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT ISSUANCE AGREEMENTXilinx Inc • July 31st, 2020 • Semiconductors & related devices • Delaware
January 4, 2018 Re: Employment AgreementEmployment Agreement • January 5th, 2018 • Xilinx Inc • Semiconductors & related devices • California
This letter agreement (“Agreement”) will set forth the terms of your employment with Xilinx, Inc. (the “Company”) as its President and Chief Executive Officer, reporting to the Board of Directors of the Company (the “Board”), effective January 29, 2018 (the “Employment Date”). During your employment as President and Chief Executive Officer you will continue to serve on the Board. You will be expected to diligently perform various duties consistent with your position. You will work at our headquarters office, which is located at 2100 Logic Drive, San Jose, CA 95124.
EXHIBIT 10.2 SECOND AMENDMENT TO CONSULTING AGREEMENT THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this "Amendment"), dated as of October 10, 1997, is entered into by and between Xilinx, Inc. ("Company"), and Bernard V. Vonderschmitt ("Consultant")....Consulting Agreement • February 5th, 1998 • Xilinx Inc • Semiconductors & related devices
TRI-PARTY AGREEMENT (U.S. Bank as Successor)Tri-Party Agreement • September 1st, 2017 • Xilinx Inc • Semiconductors & related devices • New York
AGREEMENT OF REPLACEMENT, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of August 31, 2017 (the “Effective Date”) by and among Xilinx, Inc. (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at One California Street, Suite 1000, San Francisco, CA 94111 (“Successor Trustee”) and The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.) (“Prior Trustee”).
XILINX, INC. AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2009 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDMENT OF EMPLOYMENT AGREEMENT is entered into as of April 15, 2009, by and between Xilinx, Inc., a Delaware corporation (the “Company”), and Moshe N. Gavrielov (the “Executive”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2016 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDMENT OF EMPLOYMENT AGREEMENT is entered into as of January 19, 2016, by and between Xilinx, Inc., a Delaware corporation (the “Company”) and Moshe Gavrielov (the “Executive”).
XILINX, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • July 5th, 2007 • Xilinx Inc • Semiconductors & related devices • Delaware
XILINX, INC. AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2012 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDMENT OF EMPLOYMENT AGREEMENT is entered into as of June 13, 2012, by and between Xilinx, Inc., a Delaware corporation (the “Company”) and Moshe Gavrielov (the “Executive”).
XILINX, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • August 9th, 2011 • Xilinx Inc • Semiconductors & related devices • Delaware
A. Seller and Buyer are the parties to the Agreement of Purchase and Sale (the "Sale Agreement") dated as of November 24, 1997, providing for the sale of the real property situated in the City of Longmont, Boulder County, State of Colorado, described...Agreement of Purchase and Sale • February 5th, 1998 • Xilinx Inc • Semiconductors & related devices
XILINX, INC. AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2009 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDMENT OF EMPLOYMENT AGREEMENT is entered into as of April 15, 2009, by and between Xilinx, Inc., a Delaware corporation (the “Company”), and Jon A. Olson (the “Executive”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.Xilinx Inc • May 15th, 2017 • Semiconductors & related devices
THIS AMENDMENT (the “Amendment”), effective as of the date last signed below, amends that certain MASTER DISTRIBUTOR AGREEMENT effective as of March 12, 2014, as previously amended (the “Agreement”), by and between Xilinx, Inc., a Delaware Corporation, having offices at 2100 Logic Drive, San Jose, CA 95124, Xilinx Ireland, a company incorporated under the laws of Ireland and having its registered office at One Logic Drive, Citywest Business Campus, Saggart, Co. Dublin and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at Changi Business Park Vista, Singapore 486051 (collectively and individually, “Xilinx”), and Avnet, Inc., a New York corporation, having its principal office at 2211 South 47th Street, Phoenix, AZ 85034 (“Distributor”).
Letter Agreement between Xilinx, Inc. and Kris Chellam)Acknowledgement and Agreement • May 30th, 2007 • Xilinx Inc • Semiconductors & related devices • California
EXHIBIT 10.3 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is dated for reference purposes November 24, 1997, and is made and entered into by and between MICHAEL D. DOLLAGHAN, an individual ("Seller"), and XILINX,...Agreement of Purchase and Sale • February 5th, 1998 • Xilinx Inc • Semiconductors & related devices
XILINX, INC., as Issuer, ADVANCED MICRO DEVICES, INC., as Guarantor, and as Successor in Interest to U.S. Bank National Association, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 14, 2022 to INDENTURESupplemental Indenture • February 14th, 2022 • Xilinx Inc • Semiconductors & related devices • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of February 14, 2022 (this “Supplemental Indenture”), among Xilinx, Inc., a Delaware corporation (the “Company”), Advanced Micro Devices, Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
XILINX, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT ISSUANCE AGREEMENTXilinx Inc • August 9th, 2011 • Semiconductors & related devices • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.Xilinx Inc • May 15th, 2017 • Semiconductors & related devices
THIS ADDENDUM (the “Addendum”) to the Master Distributor Agreement effective as of March 12, 2014 (the “Agreement”) is made by and between Avnet, Inc., a New York corporation, having offices at 2211 South 47th Street, Phoenix, AZ 85034 (“Distributor”) and Xilinx, Inc., a Delaware corporation, having offices at 2100 Logic Drive, San Jose, CA 95124, Xilinx Ireland Unlimited Company (formerly known as Xilinx Ireland), a company incorporated under the laws of Ireland and having its registered office at 2020 Bianconi Avenue, Citywest Business Campus, Saggart, Co. Dublin and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at 5 Changi Business Park Vista, Singapore 486040 (collectively and individually “Xilinx”), to be effective as of March 1, 2017.
XILINX MASTER DISTRIBUTOR AGREEMENTXilinx Master Distributor Agreement • November 4th, 2005 • Xilinx Inc • Semiconductors & related devices • California
THIS XILINX MASTER DISTRIBUTOR AGREEMENT (this “Agreement”) is effective as of the 27th day of July 2005 (“Effective Date”), by and between Xilinx, Inc., Xilinx Ireland Unlimited, Xilinx Asia Pacific Pte. Ltd. (collectively and individually, “Xilinx”), and Avnet, Inc. (“Distributor”).
Re: Retirement AgreementXilinx Inc • March 17th, 2015 • Semiconductors & related devices • California
S017.08.02 AMENDED AND RESTATED ADVANCE PAYMENT AGREEMENT AREAS MARKED "***" REPRESENT SECTIONS FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. THESE OMITTED SECTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. THIS AMENDED AND RESTATED...Advance Payment Agreement • February 5th, 1998 • Xilinx Inc • Semiconductors & related devices
AMENDED AND RESTATED EXECUTIVE SUCCESSION AGREEMENTExecutive Succession Agreement • November 8th, 2007 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDED AND RESTATED EXECUTIVE SUCCESSION AGREEMENT (this “Agreement”) is made and entered into by and between Willem P. Roelandts (the “Executive”), and Xilinx, Inc., a Delaware corporation (the "Company”), effective upon the latest date upon which this Agreement is executed below (the "Effective Date"), with reference to the following facts:
XILINX, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • May 30th, 2007 • Xilinx Inc • Semiconductors & related devices • Delaware
ADDENDUMXilinx Inc • July 28th, 2017 • Semiconductors & related devices
THIS ADDENDUM (the “Addendum”) to the Master Distributor Agreement effective as of March 12, 2014 (the “Distributor Agreement”) is effective as of April 2, 2017 (the “Effective Date”), by and between and Xilinx, Inc., a Delaware corporation, having offices at 2100 Logic Drive, San Jose, CA 95124, Xilinx Ireland Unlimited Company (formerly known as Xilinx Ireland), a company incorporated under the laws of Ireland and having its registered office at 2020 Bianconi Avenue, Citywest Business Campus, Saggart, Co. Dublin, and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at 5 Changi Business Park Vista, Singapore 486040 (collectively and individually “Xilinx”), and Avnet, Inc., a New York corporation, having its principal office at 2211 South 47th Street, Phoenix, AZ 85034 (“Distributor”).
Xilinx, Inc. $750,000,000 2.950% Senior Notes due 2024 Underwriting AgreementLetter Agreement • May 30th, 2017 • Xilinx Inc • Semiconductors & related devices • New York
Xilinx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), $750,000,000 aggregate principal amount of its 2.950% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to the indenture dated as of June 14, 2007 (the “Base Indenture”), as amended by a Supplemental Indenture relating to the Securities between the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be dated as of May 30, 2017 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
XILINX, INC. AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2008 • Xilinx Inc • Semiconductors & related devices • California
THIS AMENDMENT OF EMPLOYMENT AGREEMENT is entered into as of February 14, 2008, by and between Xilinx, Inc., a Delaware corporation (the “Company”) and Jon Olson (the “Executive”).
