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Information About Executive and Director Compensation

Summary and Highlights

Financial Performance

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OurFor fiscal year 2017, we achieved record net revenue increased by 42% toof approximately $3.3$3.7 billion, during fiscal year 2015 as we continue to experience year-over-year growth as smartphones displace traditional cellular phones, as emerging markets increasingly adopt 3G and 4G technologies, as tablet computing increases in popularity, and as our analog product portfolio expands to address additional content within handset, tablet, and adjacent vertical markets including medical, automotive, military, and industrial.



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Our operating expenses decreased to 16.3%margin of revenue for fiscal year 2015 from 19.9% of revenue in fiscal year 2014. In absolute terms operating expense increased from $458 million in fiscal year 2014 to $531 million in fiscal year 2015 primarily in connection with increased research and development expense asapproximately 34% on a result of increased product development activity.



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AsGAAP basis (approximately 38% on a result of the aforementioned factors, our overall profitability increased significantly from fiscal year 2014 with year-over-year increases in net incomenon-GAAP basis), and diluted earnings per share of 74% and 72%, respectively.$5.41 on a GAAP basis ($6.45 on a non-GAAP basis).¹



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During fiscal year 2015,2017, we invested $237returned approximately $647 million to repurchase over 2.9shareholders through repurchasing 4.7 million shares of our common stock for $432 million and $123through payments of $215 million in cash dividend payments. We also increased the quarterly cash dividend paid in the fourth quarter of fiscal year 2015 to $0.26 per share from the $0.13 per share cash dividend paid in the previous quarter, representing a 100% increase.dividends.



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Our ending cash and cash equivalents balance increased 30%49% to $1,044$1,617 million in fiscal year 20152017 from $806$1,084 million in fiscal year 2014.2016. This was the result of a 29%34% increase in cash from operations to $993$1,471 million in fiscal year 20152017 due to higher net income partially offset byand changes in working capital. In addition, during fiscal year 2015,2017, we invested $430approximately $303 million onin capital expenditures associated with plant expansions in Mexico and Japan.expenditures.



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Total stockholder return ("TSR"(“TSR”) for the five-year period ending October 2, 2015,September 29, 2017, was 312%350%, compared withto a weighted average TSR of 86% for the 15 publicly traded semiconductor companies in our peer group (which consists of the Comparator Group, as described below, excluding LSI, which was acquired during 2014, and RF Micro Devices, which ceased to be publicly traded as a result of a merger in 2015) and a weighted average TSR of 86%183% for the companies in the S&P 500 Semiconductors Index.

Compensation Program Alignment with Long-Term Interests of Stockholders

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We emphasize pay-for-performance and tie a significant amount of our Named Executive Officers'Officers’ annual compensation to our performance in the form of incentive-based compensation, with the majority being in equity-based compensation. We believe that through the combination of our equity-based incentive compensation program and executive stock ownership guidelines, the interests of our executives are strongly aligned with those of our long-term stockholders—namely, increasing stockholder value over time.



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The charts below show the target total direct compensation mix for fiscal year 20152017 for our Chief Executive Officer and the average for the other Named Executive Officers. The target total direct compensation mix for fiscal year 20152017 reflects actual salary, target short-term incentive award, and the grant date fair value of stock option, and performance share, and restricted stock unit awards.



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Please see table on page 73 for a full reconciliation of non-GAAP results to GAAP results.

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We provide short-term incentive compensation to motivate executives to achieve key near-term (i.e., a year or less) financial and/or operational objectives. Based on the Company'sCompany’s performance under the revenue and non-GAAP operating margin goals established by the Compensation Committee, the total short-term incentive award payment to each of the Named Executive Officers for fiscal year 20152017 was 200%93.6% of the target payment level for such Named Executive Officer.



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We provide longer-term equity-based compensation in the form of performance share awards, restricted stock unit awards, and stock options to incentivize our executive officers to achieve goals each year that we believe will result in significant increases in stockholder value over the longer term, thereby aligning their interests with those of our stockholders.



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Stock options closely align the long-term interests of our executives with those of our stockholders because the recipient will only realize a return on the option if our stock price increases over the life of the option. In addition, awards of stock options align with our growth strategy and provide significant financial upside if our growth objectives are achieved, while placing a significant portion of our executives' compensation at risk if our objectives are not achieved.



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Shares are received under performance share awards only upon satisfaction of "performance"“performance” and "continued employment"“continued employment” conditions (i.e., to receive all shares earned based on actual performance, the executive would typically need to remain employed for three years following the grant of a performance share award). Based on the Company'sCompany’s non-GAAP operating marginfree cash flow growth achieved and TSR percentile ranking obtained during fiscal year 2015,2017, each Named Executive Officer earned the "maximum"“maximum” level of shares under the performance share awards granted in November 2014.2016.



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The Compensation Committee of our Board of Directors, with assistance from its independent compensation consultant, annually reviews our executive compensation program to ensure that it is competitive with the companies in our industry with which we compete for executive talent. We generally target the median of our comparison group for our base salary and short-term incentive compensation levels. For fiscal year 2015,2017, we granted equity-based incentive awards with a target incentive level at approximately the median of our comparison group, with the opportunity to earn above the target incentive

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levels based on performance. We feel that this level of executive compensation, with its emphasis on long-term results, alignment with stockholder interests, and long-term retention, enables us to attract and retain the executive talent necessary to meet our business objectives.

Corporate Governance and Compensation Best Practices

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As part of its commitment to strong corporate governance and best practices, our Compensation Committee has engaged an independent compensation consultant, Aon/Radford, to perform an annual comprehensive analysis of our executive compensation practices and pay levels, using analytical tools such as market data, tally sheets, compensation history, and walk-away analysis for each executive.



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Our Compensation Committee has implemented equity compensation grant procedures, an annual process to assess the efficacy of our company-wide compensation programs, and a risk management program, which includes an ongoing evaluation of the relationship between our compensation programs and risk.



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We have adopted Executive Officer and Director Stock Ownership programs that require our executive officers and non-employee directors to hold a significant equity interest in the Company with the objective of more closely aligning the interests of our executive officers and directors with those of our stockholders.



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We prohibit our directors, officers, and employees from hedging or pledging their economic interests in Company securities and from engaging in any short-term, speculative securities transactions, including purchasing securities on margin, engaging in short sales, or buying or selling put or call options.



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Equity awards granted to our Named Executive Officers under the 2015 Long-Term Incentive Plan are not subject to automatic accelerated vesting solely upon a change in control of the Company.



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None of the Named Executive Officers is entitled to any future excise tax gross-up payment in connection with a change in control of the Company.

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Compensation Discussion and Analysis


        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 during fiscal year 20152017 as determined under the rules of the SEC. We refer to this group of executive officers as our "Named“Named Executive Officers."” For fiscal year 2015,2017, our Named Executive Officers were:

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David J. Aldrich, ChairmanLiam K. Griffin, President and Chief Executive Officer;



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Donald W. Palette, ExecutiveKris Sennesael, Senior Vice President and Chief Financial Officer;



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Liam K. Griffin, President;David J. Aldrich, Executive Chairman;



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Bruce J. Freyman, ExecutiveCarlos S. Bori, Senior Vice President, Worldwide Operations;Sales and Marketing; and



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Mark V.B. Tremallo, Vice President, General Counsel and Secretary.Peter L. Gammel, Chief Technology Officer.

Approach for Determining Form and Amounts of Compensation

        The Compensation Committee, which is composed solely of independent directors within the meaning of applicable NASDAQNasdaq Rules, outside directors within the meaning of Section 162 of the Internal Revenue Code ("IRC"(“IRC”), and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for

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determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer. The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based awards,incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which the Company competes for executive talent.

Compensation Program Objectives

        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 Company'sCompany’s financial performance and increases in stockholder value. Accordingly, the Compensation Committee'sCommittee’s goals in establishing our executive compensation program include:

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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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providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives;



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providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets;



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providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and



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ensuring that our executive compensation program is perceived as fundamentally fair to all of our employees.

Retention of Compensation Consultant

        The Compensation Committee has engaged Aon/Radford to assist in determining the components and amount of executive compensation. Aon/Radford reports directly to the Compensation Committee, through its chairperson,chairman, 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 consultant'sconsultant’s advice on such matters in addition to any other information or factors it considers relevant in making its compensation determinations. In fiscal year 2017, Aon/Radford received $134,778 for survey data and compensation consulting services to the Compensation Committee.

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        The Compensation Committee has considered the relationships that Aon/Radford has with the Company, the members of the Compensation Committee and our executive officers, as well as the policies that Aon/Radford has in place to maintain its independence and objectivity, and has determined that Aon/Radford'sRadford’s work for the Compensation Committee has not raised any conflicts of interest. Company management has separately engaged Aon Risk Solutions, an affiliate of Aon/Radford, for risk management and insurance brokerage services. The Company paid $430,000 to Aon Risk Solutions in fiscal year 2017 for those services. The Company’s management did not seek the Compensation Committee’s approval for the engagement of Aon Risk Solutions.

Role of Chief Executive Officer

        The Compensation Committee also considers the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports. These recommendations include an assessment of each individual'sindividual’s responsibilities, experience, performance and contribution to the Company'sCompany’s performance, and also generally take 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.

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Establishment of Comparator Group Data

        In determining compensation for each of the Named Executive Officers, the committee utilizes "Comparator Group"“Comparator Group” data for each position. For fiscal year 2015,2017, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of 2320 semiconductor companies (where sufficient data was not available in the Aon/Radford semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) the "peer"“peer” group data for 1712 publicly traded semiconductor companies with which the Company competes for executive talent:

*Altera		*Freescale Semiconductor		*Microsemi
*Analog Devices		*Linear Technology		*NVIDIA
*Avago Technologies		*LSI		*ON Semiconductor
*Broadcom		*Marvell Technology		*RF Micro Devices
*Cree		*Maxim Integrated Products		*XilinxON Semiconductor
*Fairchild SemiconductorApplied Materials		*Microchip Technology		*Qorvo
*Broadcom Limited		*Micron Technology		*Texas Instruments
*Linear Technology		*NVIDIA		*Xilinx

Use 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, as discussed in further detail below under "“Components of Compensation."” In addition, in setting fiscal year 20152017 compensation, the Compensation Committee sought and received input from Aon/Radford regarding the base salaries for the Chief Executive Officer and each of the other executive officers, the incentive 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 (and the full Board of Directors was advised of) the 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 each executive.

        In determining the compensation of our Chief Executive Officer ourfor fiscal year 2017, the 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 necessary to ensure our continued growth and success, (iii) our Chief Executive Officer'sOfficer’s role relative to the other Named Executive Officers, (iv) input from the full Board of Directors on our Chief Executive Officer'sOfficer’s performance, and (v) the considerable length of our Chief Executive Officer's 21 years ofOfficer’s service to the Company. Aon/Radford advised the Compensation Committee that the base salary, annual performance targets, short-term incentive target

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opportunity, and equity-based compensation established by the Compensation Committee for fiscal year 20152017 were competitive for chief executive officers leading companies of similar size and complexity in the semiconductor industry. Our Chief Executive Officer was not present during the 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 the other Named Executive Officers and each of his other direct reports.

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Response to Stockholder Vote on Executive Compensation at 20152017 Annual Meeting

        At our 20152017 Annual Meeting of stockholders,Stockholders, approximately 96%95% of the votes cast approved the compensation of the Company'sCompany’s named executive officers as disclosed in the proxy statement delivered to our stockholders in connection with the 20152017 Annual Meeting. We understood this to mean that stockholders generally approved of our compensation policies and determinations in 2015.2017. However, ourthe Compensation Committee still undertook a review of our compensation policies and determinations following the 20152017 Annual Meeting with the assistance of Aon/Radford. After this review and consideration of evolving best practices in executive compensation by public companies generally, upon the recommendation of ourthe Compensation Committee, we determined not to make any significant changes to our executive compensation decisions and policies. The Compensation Committee periodically reviews the goals we would like to achieve through our executive compensation practices and explores ways to modify those practices to either achieve new goals or to enhance our ability to achieve existing goals.

Components of 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, dental, vision, life and disability insurance, and financial planning benefits. Consistent with our objective of ensuring that 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, dental, vision, or other insurance benefits to Named Executive Officers that are 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 Aon/Radford. Based on these factors, base salaries of the Named Executive Officers for fiscal year 20152017 were generally targeted at the Comparator Group median, with consideration given to role, responsibility, performance and length of service. After taking these factors into account, the Compensation Committee elected not to increase the base salaries for Messrs. Aldrich, Griffin, and Sennesael for fiscal year 2017, noting that the base salaries of Messrs. Aldrich and Griffin had been established in May 2016 at the time of their appointments to their current positions and that the base salary of Mr. Sennesael had been established in August 2016 upon the commencement of his employment with the Company. The base salary for fiscal year 2017 for each remaining Named Executive Officer for fiscal year 2015 increased on average 3.4%6.4% from the Named Executive Officer'sOfficer’s base salary in fiscal year 2014, and ranged2016 as a result of market-based salary adjustments recommended by Aon/Radford, with increases ranging from an increase of 3.0%2.4% to 4.7%10.4%.

Short-Term Incentives

        Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee. For fiscal year 2015,2017, the Compensation Committee adopted the 2015Fiscal Year 2017 Executive Incentive Plan (the "Incentive Plan"“Incentive Plan”). The Incentive Plan established short-term incentive awards that could be earned annually byfor fiscal year 2017 for certain officers of the Company, including the Named Executive Officers, based on the Company'sCompany’s achievement of certain corporate performance goals established on an annual basis.for fiscal year 2017. Short-term incentive compensation is intended to motivate and reward executives by tying a significant portion of their total compensation to the Company'sCompany’s achievement of pre-established performance goals that are generally short-term (i.e., one year or less). Pursuant to the Incentive Plan, the Compensation Committee sets a range of short-term compensation that can be earned by each executive officer based on the Comparator Group data, which is expressed as a percentage of the executive officer'sofficer’s base salary and which corresponds to the level of achievement of the performance goals. The low end of that range, referred to as the "threshold"“threshold” percentage, is equal to the amount of compensation payable to the executive if the level

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of achievement of each performance goal applicable to the executive was at the minimum set by the Compensation Committee to be eligible to receive a payment for that goal under the Incentive Plan (referred to as the "threshold"“threshold” level). At the threshold payout level, the short-term compensation was designed to result in a payout less than the median short-term compensation of the Comparator Group. The middle of the range, referred to as the "target"“target” percentage, is equal to the amount of short-term compensation payable to the executive if the level of achievement of each performance goal applicable to the executive met the expectations set by the Compensation Committee (referred

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to as the "target"“target” level). Achievement of all performance goals at the "target"“target” level would result in a short-term compensation payout equal to the "target"“target” percentage, which is designed to be the median short-term compensation of the Comparator Group. The high end of the range, referred to as the "maximum"“maximum” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive reached the high-end target set by the Compensation Committee for such goal (referred to as the "maximum"“maximum” level). Achievement of all performance goals at the "maximum"“maximum” level would result in a short-term compensation payout at the "maximum"“maximum” percentage, which is designed to be above the median short-term compensation of the Comparator Group. Absent an exercise of discretion by the Compensation Committee, the total short-term compensation paid to each executive would not exceed the "maximum"“maximum” percentage and, in the event that the level of achievement of all performance goals was below the "threshold"“threshold” level, no short-term compensation payment would be made to the executive. The following table shows the range of short-term compensation that each Named Executive Officer could earn in fiscal year 20152017 as a percentage of such executive officer'sofficer’s annual base salary.

		Threshold			Target			Maximum
Chief Executive Officer		​	75%		​	150%		​	300%
President			45%			90%			180%
Executive Vice President and Chief Financial Officer		​	40%		​	80%		​	160%
Executive Vice President, Worldwide Operations			35%			70%			140%
Vice President, General Counsel and Secretary		​	27.5%		​	55%		​	110%

		​	​Threshold		​	Target		​	Maximum
Chief Executive Officer and Executive Chairman			80%			160%			320%
Chief Financial Officer		​	45%		​	90%		​	180%
Other Executive Officers			35%			70%			140%

        The actual total amount of short-term compensation payable to an executive depends on the level of achievement of each performance goal assigned to him. For fiscal year 2015 the Compensation Committee determined that the short-term incentive compensation payable under the Incentive Plan would be based on the Company's performance for the entire fiscal year, consistent with the Compensation Committee's approach for the prior fiscal year. The Compensation Committee established performance goals for fiscal year 20152017 based on achieving revenue and non-GAAP operating margin targets. Each of the two performance goals was weighted equally (50% each) toward each Named Executive Officer'sOfficer’s payment under the Incentive Plan. The non-GAAP operating margin performance goal is based on the Company'sCompany’s actual non-GAAP operating margin, which it calculates by excluding from GAAP operating income stockshare-based compensation expense, acquisition-related expenses, amortization of intangibles, restructuring-related charges, acquisition-related expenses,and litigation settlement gains, and losses, and certain deferred executive compensation.expenses.

        The Compensation Committee determines with respect to each performance goal the "threshold," "target"“threshold,” “target,” and "maximum"“maximum” levels of achievement, which correspond to the matching descriptions set forth above. For Company performance goals, the levels of achievement will be consistent across the executives to which such goals apply.

        Following the end of the fiscal year, the Compensation Committee determines the total amount of short-term compensation payable to each executive for such period by comparing the actual level of achievement of each performance goal assigned to such executive against the "threshold," "target,"“threshold,” “target,” and "maximum"“maximum” levels of achievement that it set for that performance goal. The Compensation Committee determines the amount of short-term compensation the executive is eligible to receive with respect to each performance goal as follows:

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If the level of achievement for that performance goal falls below the "threshold"“threshold” level, then the executive will not earn any short-term compensation with respect to that performance goal (absent an exercise of discretion by the Compensation Committee).



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If the level of achievement for that performance goal is equal to the "threshold," "target"“threshold,” “target,” or "maximum"“maximum” level, then the executive earns the product obtained bymultiplying (i) the "threshold," "target"“threshold,” “target,” or "maximum"“maximum” percentage, as applicable,times (ii) the executive'sexecutive’s base salary during the fiscal year,times (iii) the weighting assigned to that performance goal.



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If the level of achievement for the performance goal falls in between either the "threshold"“threshold” and "target"“target” levels or the "target"“target” and "maximum"“maximum” levels, the executive would earn short-term compensation equal to the short-term compensation payable at the "threshold"“threshold” or "target"“target” level, respectively,plus a pro rata amount of the difference between the short-term compensation payable for that performance goal at, respectively, the "threshold"“threshold” and "target"“target” levels or the "target"“target” and "maximum"“maximum” levels.



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Absent an exercise of discretion by the Compensation Committee, if the level of achievement for the performance goal exceeds the "maximum"“maximum” level, the executive will only earn the amount payable for achievement at the "maximum"“maximum” level.

        The computation of each executive'sEach executive’s short-term compensation under the Incentive Plan is not a weighted average of the level ofcalculated by evaluating achievement across all performance goals, but rather an evaluation of each performance goal individually, a determination ofdetermining the portion of the total eligible bonus allocatedearned with respect to thateach such performance goal, that can be earned and a summation of thosetotaling the resulting amounts.

        The target level performance goals established by the Compensation Committee under the Incentive Plan are based on the Company'sCompany’s historical operating results and growth rates as well as the Company'sCompany’s expected future results and are designed to require significant effort and operational success on the part of our executives and the Company. The maximum level performance goals established by the Compensation Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded. Typically, financial performance goals are set with the expectation that the "target"“target” level will be higher than the consensus analyst estimates for the Company.

        The Incentive Plan stipulated that all payouts to executives under the Incentive Plan were conditioned upon the Company achieving a nominal performance goal based on non-GAAP operating marginincome (after accounting for any incentive award payments, including those to be made under the Incentive Plan) at. The nominal non-GAAP operating income performance goal is based on the "threshold" level.Company’s actual non-GAAP operating income, which it calculates in the manner described above with respect to non-GAAP operating margin. 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 Company'sCompany’s performance exceeds the maximum metrics. The Compensation Committee believes it is appropriate to retain this discretion in order to make short-term compensation awards in extraordinary circumstances.

        The Company'sCompany’s actual revenue and non-GAAP operating margin achieved in fiscal year 2015 each exceeded the respective maximum performance levels, resulting2017 resulted in a short-term compensation award for each Named Executive Officer equal to his maximum payment level, or 200%93.6% of the Named Executive Officer’s target payment level.

Long-Term Stock-Based Compensation

        The Compensation Committee generally makes long-term stock-based compensation awards to executive officers on an annual basis. Long-term stock-based compensation awards are intended to align the interests of our executive officers with those of our stockholders, and to reward our executive officers for increases in stockholder value over long periods of time (i.e., greater than one year). It is the Company'sCompany’s practice to make stock-based compensation awards to executive officers in November of each year at a prescheduled Compensation Committee meeting. For fiscal year 2015,2017, the Compensation Committee made awards to each of the Named Executive Officers on November 10, 2014,9, 2016, at a regularly scheduled Compensation Committee meeting. Stock options awarded to the Named Executive Officers at the meeting had an exercise price equal to the closing sale price on the meeting date of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market.

        In making annual stock-based compensation awards to executive officers for fiscal year 2015,2017, the Compensation Committee first reviewed the Comparator Group data to determine the percentage of the total number of outstanding shares of stock that companies in the Comparator Group typically made for annual awards under employee equity compensation programs. The Compensation Committee then set the number of shares of the

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Company's Company’s common stock that would be made available for annual equity awards at approximately the median of the Comparator Group after its evaluation of the Company'sCompany’s business needs for the attraction and retention of executives and employees, internal and external circumstances impacting the Company and its employees, and proxy advisor (e.g., ISS) guidelines. The Compensation Committee then reviewed the Comparator Group competitive grant data by executive position. The Compensation Committee then used that data and the Comparator Group data to determine a dollar value equivalent for the long-term equity-based award for each executive officer. FortyTwenty percent (40%(20%) of that dollar equivalent value served as the basis for determining a number of stock options to award to the executive using an estimated Black-Scholes value, twenty percent (20%) of the dollar equivalent value served as the basis for determining a number of restricted stock units to award to the executive using the fair market value of the Company’s common

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stock on the date of such award, and the remaining sixty percent (60%) of the dollar equivalent value served as the basis for determining a number of performance share awards ("PSAs"(“PSAs”) for the executive using the fair market value of the Company'sCompany’s common stock on the date of such award and an assumption that the Company would achieve the "target"“target” level of performance required to earn the PSA. The Compensation Committee'sCommittee’s rationale for awarding PSAs is to further align the executive'sexecutive’s interest with those of the Company'sCompany’s stockholders by using equity awards that will vest only if the Company achieves pre-established performance metrics. A description of the PSAs, including the method by which they vest and the related performance metrics, is set forth below in the "“Grants of Plan-Based Awards Table."”

Other Compensation and Benefits

        We 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 Committee'sCommittee’s goal of ensuring that executive compensation is perceived as fair to all stakeholders, the Company offers medical, dental, vision, life, and disability insurance plans to executive officers under the same terms as such benefits are offered to other employees. Additionally, executive officers are permitted to participate in the Company'sCompany’s 401(k) Savings and Investment Plan and Employee Stock Purchase Plan under the same terms as 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 supplemental executive retirement plan 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. In fiscal year 2015,2017, the Company offered executives the opportunity to participate in financial planning services through The Ayco Company, L.P. ("Ayco"(“Ayco”), at a cost of up to approximately $15,000$18,000 per executive paid by the Company. In fiscal year 2015, Messrs.2017, Mr. Aldrich Palette, and Tremallois the only Named Executive Officer who received financial planning services through Ayco. Mr. Aldrich, however,Ayco, and he elected to pay personally for such services.

        In prior fiscal years certain executive officers were provided an opportunity to participate in the Company'sCompany’s Executive Compensation Plan (the "Executive“Executive Compensation Plan"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, which became effective on December 31, 2005, the Company no longer permits employees to make contributions to the plan. Upon retirement, as defined in the Executive Compensation Plan, 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 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 the Executive Compensation Plan was active, it never did so. Mr. Aldrich is the only Named Executive Officer who participated in the Executive Compensation Plan while it was active.

Severance and Change-in-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 of employment and in connection with terminations of employment under certain circumstances

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following a change in control. A description of the material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under "“Potential Payments Upon Termination or Change in Control."”

        The CompanyCompensation Committee 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 up to two years after termination of employment. Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his employment is involuntarily terminated by the Company without cause and, in the case of

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the Executive Chairman and the Chief Executive Officer, if he terminates his own employment for good reason (as defined in theeach executive’s respective agreement). In addition, provided he forfeits certain equity awards and agrees to serve on the Company's Board of Directors for a minimum of two years, the Chief Executive OfficerChairman is entitled to certain severance benefits upon terminationthe expiration of the term of his employment for any reason.agreement. The Compensation Committee believes that this provision facilitates his retention with the Company. The level of each Named Executive Officer'sOfficer’s cash severance or other termination benefit is generally tied to his respective annual base salary and any short-term incentive earned.amounts.

        Additionally, each Named Executive Officer would receive enhanced severance benefits and accelerated vesting of equity awards if his employment were terminated under certain circumstances in connection with a change in control of the Company. These benefits are described in detail further below under "“Potential Payments Upon Termination or Change in Control."” The CompanyCompensation Committee believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting 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 process. In addition, the vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their equity awards because of a change in control of the Company.

Executive Officer Stock Ownership Requirements

        We have adopted Executive Stock Ownership guidelines with the objective of more closely aligning the interests of our executive officers (including our Named Executive Officers) with those of our stockholders. Under the Executive Officer Ownership guidelines, our Executive Chairman and our Chief Executive Officer isare each required to hold thelower of (a) the number of shares with a fair market value equal to six (6) times hissuch executive’s current base salary, or (b) 382,200 shares;120,000 or 127,500 shares, respectively; our President is required to hold thelower of (a) the number of shares with a fair market value equal to three (3) times his current base salary, or (b) 114,000 shares; our ExecutiveSenior Vice President and Chief Financial Officer and our ExecutiveSenior Vice President, Worldwide Operations,Sales and Marketing, are each required to hold thelower of (a) the number of shares with a fair market value equal to two and one-half (2¹/2) times such executive'sexecutive’s current base salary, or (b) 89,80026,600 or 92,50025,200 shares, respectively; and our Vice President and General CounselChief Technology Officer is required to hold thelower of (a) the number of shares with a fair market value equal to two (2) times his current base salary, or (b) 65,00019,500 shares. For purposes of the Executive Stock Ownership guidelines, the fair market value of the Company'sCompany’s common stock is the average closing price per share of the Company'sCompany’s common stock as reported on the NASDAQNasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date. As of the date hereof, allAll of our Named Executive Officers are in compliance with the stock ownership guidelines.guidelines as of the date hereof (with the exception of Mr. Sennesael, who has until the third anniversary of the date he assumed his current position to comply with the guidelines).

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Compliance with Internal Revenue Code Section 162(m)

        For fiscal year 2017, Section 162(m) of the IRC generally disallowsdisallowed a tax deduction for compensation in excess of $1 million paid to our Chief Executive Officer and any of our three other most highly compensated executive officers, other than our Chief Financial Officer.

              Certain Pursuant to tax legislation signed into law on December 22, 2017 (the “Tax Act”), for fiscal years beginning after December 31, 2017, the compensation of our Chief Financial Officer will also be subject to the deduction limitation. For fiscal years beginning on or before December 31, 2017, certain compensation, including qualified performance-based compensation, willwas not be subject to the deduction limit if applicable requirements arewere met. ThePursuant to the Tax Act, subject to certain transition rules, for fiscal years beginning after December 31, 2017, the performance-based compensation exception to the deduction limitations under Section 162(m) will no longer be available. As a result, with the exception of compensation grandfathered pursuant to the transition rules, for fiscal years beginning after December 31, 2017, all compensation in excess of $1 million paid to the specified executives will not be deductible. For the Company’s fiscal year 2017 (which began before the Tax Act changes to Section 162(m) became effective), the Compensation Committee reviews the potential effect of Section 162(m) periodically and generally seekssought to structure the compensation of our executive officers in a manner that iswas intended to avoid disallowance of deductions under Section 162(m). However, the Compensation Committee reservesreserved the right to use its judgment to authorize compensation payments to the Company’s executives that may bewere subject to the Section 162(m) deduction limit when the Compensation Committee believesbelieved such payments arewere appropriate and in the best interests of the Company and our stockholders, after taking into consideration changing business conditions and the performancestockholders.

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Table of our employees.Contents

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 2015,2017, fiscal year 2014,2016, and our fiscal year ended September 27, 2013 ("October 2, 2015 (“fiscal year 2013"2015”).

Name and Principal Position		Year			Salary ($)			Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)(3)			Total ($)
David J. Aldrich		​	2015		​	771,635		​	4,603,190		​	2,443,320		​	2,325,000		​	14,910		​	10,158,055
Chairman and			2014			747,769			2,474,753			1,455,384			2,220,000			14,717			6,912,623
Chief Executive Officer		​	2013		​	677,846		​	2,482,480		​	1,634,185		​	991,702		​	14,435		​	5,800,648
Donald W. Palette			2015			418,750			1,336,410			710,784			672,000			29,278			3,167,222
Executive Vice President and		​	2014		​	413,535		​	1,983,526		​	415,824		​	610,500		​	27,664		​	3,451,049
Chief Financial Officer			2013			392,846			640,640			380,675			288,031			23,854			1,726,046
Liam K. Griffin		​	2015		​	513,558		​	1,752,182		​	932,904		​	927,000		​	11,410		​	4,137,054
President			2014			485,923			2,657,829			675,714			807,243			11,225			4,637,934
​		​	2013		​	435,692		​	800,800		​	543,822		​	342,234		​	19,523		​	2,142,071
Bruce J. Freyman			2015			410,846			816,695			488,664			576,800			12,694			2,305,699
Executive Vice President,		​	2014		​	406,615		​	1,639,190		​	332,659		​	560,000		​	11,666		​	2,950,130
Worldwide Operations			2013			388,923			560,560			326,293			265,426			25,366			1,566,568
Mark V.B. Tremallo		​	2015		​	363,942		​	742,450		​	399,816		​	401,500		​	27,976		​	1,935,684
Vice President, General			2014			359,731			412,459			228,703			389,400			27,246			1,417,539
Counsel and Secretary		​	2013		​	342,923		​	320,320		​	199,401		​	183,951		​	26,446		​	1,073,041

Name and Principal Position		​	Year		​	Salary ($)		​	Stock Awards ($)(1)		​	Option Awards ($)(1)		​	Non-Equity Incentive Plan Compensation ($)(2)		​	All Other Compensation ($)(3)		​	Total ($)
Liam K. Griffin			2017			850,000			5,336,603			1,230,158			1,273,055			12,042			8,701,858
President and		​	2016		​	660,404		​	3,465,060		​	2,591,488		​	—		​	11,751		​	6,728,703
Chief Executive Officer			2015			513,558			1,752,182			932,904			927,000			11,410			4,137,054
Kris Sennesael		​	2017		​	425,000		​	1,289,639		​	297,268		​	358,047		​	235,494		​	2,605,448
Senior Vice President and			2016			40,865			1,880,500			926,700			—			78			2,848,143
Chief Financial Officer		​			​			​			​			​			​			​
David J. Aldrich			2017			800,000			4,802,995			1,107,130			1,198,170			16,493			7,924,788
Executive Chairman		​	2016		​	822,981		​	3,720,250		​	2,457,108		​	—		​	15,043		​	7,015,382
			2015			771,635			4,603,190			2,443,320			2,325,000			14,910			10,158,055
Carlos S. Bori(4)		​	2017		​	356,493		​	1,245,174		​	287,025		​	235,890		​	31,244		​	2,155,826
Senior Vice President,
Sales and Marketing		​			​			​			​			​			​			​
Peter L. Gammel			2017			389,065			978,287			225,523			255,547			73,367			1,921,789
Chief Technology Officer		​	2016		​	379,900		​	818,455		​	546,024		​	—		​	18,075		​	1,762,454
			2015			364,700			742,450			399,816			407,000			16,218			1,930,184

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(1)

The amounts in the Stock Awards and Option Awards columns represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718—Compensation—Stock Compensation ("(“ASC 718"718”), of stock options, PSAs, RSUs, and restricted stock awardsRSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal year 2013, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be two (2) times the amounts shown in the table. For fiscal years 20142015, 2016, and 2015,2017, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2015: $2,471,628; FY 2016: $4,483,740; FY 2017: $7,136,568), Mr. Sennesael (FY 2016: $1,880,500; FY 2017: $1,724,613), Mr. Aldrich (FY 2014: $3,611,003;2015: $6,493,260; FY 2015: $6,493,260)2016: $5,842,500; FY 2017: $6,422,983), Mr. PaletteBori (FY 2014: $2,324,401; FY 2015: $1,885,140), Mr. Griffin (FY 2014: $3,213,329; FY 2015: $2,471,628), Mr. Freyman (FY 2014: $1,916,940; FY 2015: $1,152,030)2017: $1,665,160), and Mr. TremalloGammel (FY 2014: $601,834;2015: $1,047,300; FY 2015: $1,047,300)2016: $1,285,350; FY 2017: $1,308,264). For a description of the assumptions used in calculating the fair value of equity awards in 20152017 under ASC 718, see Note 9 of the Company'sCompany’s financial statements included in the Company'sCompany’s Annual Report on Form 10-K filed with the SEC on November 24, 2015.13, 2017.



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(2)

Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated. For the first half of fiscal year 2013, as well as for fiscal years 2014 and 2015, the portion of the respective executive incentive plan attributable to Company performance above the "target"“target” performance metric was paid in the form of unrestricted common stock of the Company as follows: Mr. Aldrich (FY 2013: $165,502; FY 2014: $1,110,000; FY 2015: $1,162,500)Griffin ($463,500), Mr. Palette (FY 2013: $48,069; FY 2014: $305,250; FY 2015: $336,000), Mr. Griffin (FY 2013: $57,114; FY 2014: $403,622; FY 2015: $463,500), Mr. Freyman (FY 2013: $44,296; FY 2014: $280,000; FY 2015: $288,400)Aldrich ($1,162,500), and Mr. Tremallo (FY 2013: $30,699; FY 2014: $194,700; FY 2015: $200,750)Gammel ($203,500). The number of shares awarded in lieu of cash was based on the fair market value of the Company'sCompany’s common stock on May 7, 2013, and November 7, 2013, with respect to fiscal year 2013, on November 10, 2014, with respect to fiscal year 2014, and on November 9, 2015, with respect to fiscal year 2015, which areis the respective datesdate that the payments under the respectivefiscal year 2015 executive incentive plansplan were approved by the Compensation Committee.



(3)

"“All Other Compensation"Compensation” includes the Company'sCompany’s contributions to the executive'sexecutive’s 401(k) Plan account, the cost of group term life insurance premiums, relocation expenses, and financial planning services.dividend accruals on unvested shares of restricted stock (which became payable when the underlying shares vested). For fiscal year 2017, it specifically includes $223,290 and $58,809 in relocation expenses for Messrs. Sennesael and Gammel, respectively, and $19,250 in dividend accruals for Mr. Bori.



(4)

Mr. Bori was not a named executive officer prior to fiscal year 2017.
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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 2015,2017, including incentive awards payable under our Fiscal Year 20152017 Executive Incentive Plan.

																							All Other Option Awards: Number of Securities Underlying Options (#)(3)									​	​		​	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)								​	Estimated Future Payouts Under Equity Incentive Plan Awards(2)								​	All Other Stock Awards: Number of Stock Or		​	All Other Option Awards: Number of Securities Underlying		​	Exercise or Base Price of Option Awards		​	Grant Date Fair Value of Stock and
​																												​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Name																													​	Grant Date		​	Threshold ($)		​	Target ($)		​	Maximum ($)		​	Threshold (#)		​	Target (#)		​	Maximum (#)		​	Units (#)(3)		​	Options (#)(4)		​	($/Sh) (5)		​	Option Awards ($)
Liam K. Griffin																																				680,000			1,360,000			2,720,000
​																																​	11/9/2016		​	​		​	​		​	​		​	23,178		​	46,355		​	92,710		​	​		​	​		​	​		​	4,136,679(6)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)									All Other Option Awards: Number of Securities Underlying Options (#)(3)			Exercise or Base Price of Option Awards ($/Sh) (4)			Grant Date Fair Value of Stock and Option Awards ($)				11/9/2016																					15,451									1,199,925(7)
Name		Grant Date			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
​																													​	11/9/2016		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	52,845		​	77.66		​	1,230,158(8)
Kris Sennesael																																				191,250			382,500			765,000
​																																​	11/9/2016		​	​		​	​		​	​		​	5,601		​	11,202		​	22,404		​	​		​	​		​	​		​	999,656(6)
																																	11/9/2016																					3,734									289,982(7)
​																																​	11/9/2016		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	12,770		​	77.66		​	297,268(8)
David J. Aldrich						581,250			1,162,500			2,325,000																								640,000			1,280,000			2,560,000
​		​	11/10/2014		​	​		​	​		​	​		​	31,000		​	62,000		​	124,000		​	​		​	​		​	4,603,190(5)		​	11/9/2016		​	​		​	​		​	​		​	20,860		​	41,720		​	83,440		​	​		​	​		​	​		​	3,723,056(6)
			11/10/2014																					110,000			60.97			2,443,320(6)			11/9/2016																					13,906									1,079,940(7)
Donald W. Palette		​	​		​	168,000		​	336,000		​	672,000		​	​		​	​		​	​		​	​		​	​		​	​
​																																​	11/9/2016		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	47,560		​	77.66		​	1,107,130(8)
Carlos S. Bori																																				126,000			252,000			504,000
​																																​	11/9/2016		​	​		​	​		​	​		​	5,408		​	10,816		​	21,632		​	​		​	​		​	​		​	965,210(6)
			11/10/2014												9,000			18,000			36,000									1,336,410(5)			11/9/2016																					3,605									279,964(7)
​		​	11/10/2014		​	​		​	​		​	​		​	​		​	​		​	​		​	32,000		​	60.97		​	710,784(6)		​	11/9/2016		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	12,330		​	77.66		​	287,025(8)
Liam K. Griffin						231,750			463,500			927,000
Peter L. Gammel																																				136,500			273,000			546,000
​		​	11/10/2014		​	​		​	​		​	​		​	11,800		​	23,600		​	47,200		​	​		​	​		​	1,752,182(5)		​	11/9/2016		​	​		​	​		​	​		​	4,249		​	8,498		​	16,996		​	​		​	​		​	​		​	758,354(6)
			11/10/2014																					42,000			60.97			932,904(6)			11/9/2016																					2,832									219,933(7)
Bruce J. Freyman		​	​		​	144,200		​	288,400		​	576,800		​	​		​	​		​	​		​	​		​	​		​	​
			11/10/2014												5,500			11,000			22,000									816,695(5)
​		​	11/10/2014		​	​		​	​		​	​		​	​		​	​		​	​		​	22,000		​	60.97		​	488,664(6)		​	11/9/2016		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	9,688		​	77.66		​	225,523(8)
Mark V.B. Tremallo						100,375			200,750			401,500
​		​	11/10/2014		​	​		​	​		​	​		​	5,000		​	10,000		​	20,000		​	​		​	​		​	742,450(5)
			11/10/2014																					18,000			60.97			399,816(6)

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(1)

The amounts shown represent the potential value of awards earned under the Incentive Plan. 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 a more complete description of the Incentive Plan, please see description above under "“Components of Compensation—Short-Term Incentives."”



(2)

The amounts shown represent shares potentially issuable pursuant to PSAs granted on November 10, 2014,9, 2016, under the Company'sCompany’s Amended and Restated 20052015 Long-Term Incentive Plan (the "FY15 PSAs"“FY17 PSAs”). The FY15FY17 PSAs have both "performance"“performance” and "continued employment"“continued employment” conditions that must be met in order for the executive to receive shares underlying the award.

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The "performance"“performance” condition guides the initial eligibility of the grantee to receive shares under the PSA and compares the non-GAAP operating marginfree cash flow growth achieved (related to 50%fifty percent (50%) of the shares underlying the award) and the total stockholder return, or TSR, percentile ranking achieved with respect to our peer group (related to the other 50%fifty percent (50%) of the shares underlying the award) during the performance period against a range of pre-established targets. The peer group for purposes of the TSR percentile ranking metric includes each of the companies in the Comparator Group and excludes any such company that during fiscal year 20152017 is acquired by or merged with (or enters into an agreement to be acquired by or merged with) another entity. The Compensation Committee determines the "threshold"“threshold” or minimum level of performance that would be acceptable to the Company to justify a payout. The "maximum"“maximum” level represents a best-case performance scenario. The middle of the range is referred to by the Company as the "target"“target” level and represents the expected performance of the Company. The number of shares issuable under the FY15FY17 PSAs corresponds to the level of achievement of the performance goals. The "target"“target” number of shares is determined with reference to the competitive level of long-term equity compensation determined by the Compensation Committee in the manner described above. Performance at the "threshold"“threshold” level results in an issuance of a number of shares equal to one-half (¹/2) the "target"“target” number of shares, and performance at the "maximum" “maximum”

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level results in the issuance of a number of shares equal to two (2) times the "target"“target” number of shares. Performance in between either the "threshold"“threshold” and "target"“target” levels or the "target"“target” and "maximum"“maximum” levels results in an issuance of a number of shares between the number of shares issuable under the FY15FY17 PSAs at, respectively, the "threshold"“threshold” and "target"“target” levels or the "target"“target” and "maximum"“maximum” levels. The non-GAAP free cash flow growth performance goal is based on the Company’s non-GAAP free cash flow, which it calculates by deducting capital expenditures from, and making certain other adjustments to, GAAP cash from operations.

The "continued employment"“continued employment” condition of the FY15FY17 PSAs provides that, to the extent that the non-GAAP operating marginfree cash flow growth and TSR percentile ranking performance metrics are met for the fiscal year, then twenty-five percent (25%) of the total shares for which the performance metric was met would be issuable to the executive on the first anniversary of the grant date, twenty-five percent (25%) of such shares would be issuable to the executive on the second anniversary of the grant date, and the remaining fifty percent (50%) of such shares would be issuable to the executive on the third anniversary of the grant date, provided that the executive remains employed by the Company through each such vesting date. In the event of termination by reason of death or permanent disability, the holder of an FY15FY17 PSA (or his estate) would receive any shares that would have been issuable thereunder during the remaining term of the award (i.e., earned but unissued shares).

(3)

Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the date of grant and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date.



(4)

The options vest over four years at a rate of 25%twenty-five percent (25%) per year commencing one year after the date of grant and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date. Options may not be exercised more than three months after the executive ceases to be employed by the Company, except in the event of certain qualifying terminations of employment, including by reason of death or permanent disability, in which event the option may be exercised for specific periods not exceeding one year following the termination of employment (or eighteen (18) months,(but in no case shall the caseperiod of a qualifying terminationexercisability be extended beyond the expiration of employment following a change in control)the option’s maximum term).



(4)(5)

Stock options awarded to executive officers have an exercise price equal to the closing price of the Company'sCompany’s common stock on the grant date.



(5)(6)

Reflects the grant date fair value of the FY15FY17 PSAs, granted on November 10, 2014, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of $60.97$77.66 per share, which was the closing sale price of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market on November 10, 2014,9, 2016, to value the portion of the award related to non-GAAP operating margin,free cash flow growth, assuming performance at the "target"“target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 20152017 under ASC 718, see Note 9 of the Company's

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Company’s financial statements included in the Company'sCompany’s Annual Report on Form 10-K filed with the SEC on November 24, 2015.

13, 2017.



(6)(7)

Reflects the grant date fair value of the RSUs granted on November 9, 2016, computed in accordance with the provisions of ASC 718 using a price of $77.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 9, 2016.



(8)

Reflects the grant date fair value of the stock options granted on November 10, 2014,9, 2016, computed in accordance with the provisions of ASC 718 using the Black-Scholes model of option valuation. The actual value, if any, the executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 20152017 under ASC 718, see Note 9 of the Company'sCompany’s financial statements included in the Company'sCompany’s Annual Report on Form 10-K filed with the SEC on November 24, 2015.13, 2017.
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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 2015.2017.

		Option Awards												Stock Awards						​	Option Awards											​	Stock Awards
​																			​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			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)			​	Number of Securities Underlying Unexercised Options (#) Exercisable		​	Number of Securities Underlying Unexercised Options (#) Unexercisable		​	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)
David J. Aldrich			43,484			0			23.80			11/9/2017			116,002(6)			9,751,128
Liam K. Griffin																					0			16,250(2)			25.25			11/7/2020			23,600(7)			2,404,840
​		​	62,500		​	37,500(2)		​	19.08		​	11/10/2018		​	135,000(7)		​	11,348,100		​	0		​	21,000(3)		​	60.97		​	11/10/2021		​	6,642(8)		​	676,820
			90,150			90,150(3)			20.02			11/8/2019			124,000(8)			10,423,440			10,750			32,250(4)			84.89			11/9/2022			92,710(9)			9,447,149
​		​	15,715		​	105,000(4)		​	25.25		​	11/7/2020		​	​		​	​		​	0		​	54,750(5)		​	64.59		​	5/11/2023		​	8,750(10)		​	891,625
			0			110,000(5)			60.97			11/10/2021									0			52,845(6)			77.66			11/9/2023			19,500(11)			1,987,050
Donald W. Palette		​	0		​	12,500(2)		​	19.08		​	11/10/2018		​	29,936(6)		​	2,516,420
​																				​	​		​	​		​	​		​	​		​	15,451(12)		​	1,574,457
Kris Sennesael																					10,000			30,000(13)			75.22			8/29/2023			22,404(9)			2,282,968
​																				​	0		​	12,770(6)		​	77.66		​	11/9/2023		​	18,750(14)		​	1,910,625
																																	3,734(12)			380,495
David J. Aldrich																				​	7,784		​	0		​	20.02		​	11/8/2019		​	62,000(7)		​	6,317,800
			10,000			21,000(3)			20.02			11/8/2019			40,500(7)			3,404,430			85,715			35,000(2)			25.25			11/7/2020			13,837(8)			1,409,990
​		​	10,000		​	30,000(4)		​	25.25		​	11/7/2020		​	36,000(8)		​	3,026,160		​	55,000		​	55,000(3)		​	60.97		​	11/10/2021		​	83,440(9)		​	8,502,536
			0			32,000(5)			60.97			11/10/2021			30,000(9)			2,521,800			22,500			67,500(4)			84.89			11/9/2022			13,906(12)			1,417,021
Liam K. Griffin		​	0		​	12,500(2)		​	19.08		​	11/10/2018		​	37,420(6)		​	3,145,525
​																				​	0		​	47,560(6)		​	77.66		​	11/9/2023		​	​		​	​
Carlos S. Bori																					0			2,000(2)			25.25			11/7/2020			4,500(7)			458,550
​																				​	350		​	3,000(3)		​	60.97		​	11/10/2021		​	684(8)		​	69,700
																					1,298			3,893(4)			84.89			11/9/2022			21,632(9)			2,204,301
​																				​	0		​	12,330(6)		​	77.66		​	11/9/2023		​	3,605(12)		​	367,350
Peter L. Gammel																					500			0			24.32			6/10/2018			10,000(7)			1,019,000
​																				​	2,500		​	0		​	19.08		​	11/10/2018		​	3,043(8)		​	310,082
			0			30,000(3)			20.02			11/8/2019			66,000(7)			5,547,960			4,800			0			20.02			11/8/2019			16,996(9)			1,731,892
​		​	0		​	48,750(4)		​	25.25		​	11/7/2020		​	47,200(8)		​	3,967,632		​	12,500		​	6,250(2)		​	25.25		​	11/7/2020		​	2,832(12)		​	288,581
			0			42,000(5)			60.97			11/10/2021			26,250(10)			2,206,575			9,000			9,000(3)			60.97			11/10/2021
Bruce J. Freyman		​	0		​	11,250(2)		​	19.08		​	11/10/2018		​	26,194(6)		​	2,201,868
			0			18,000(3)			20.02			11/8/2019			33,000(7)			2,773,980
​		​	0		​	24,000(4)		​	25.25		​	11/7/2020		​	22,000(8)		​	1,849,320		​	5,000		​	15,000(4)		​	84.89		​	11/9/2022		​	​		​	​
			0			22,000(5)			60.97			11/10/2021			25,000(9)			2,101,500			0			9,688(6)			77.66			11/9/2023
Mark V.B. Tremallo		​	0		​	6,250(2)		​	19.08		​	11/10/2018		​	14,968(6)		​	1,258,210
			4,850			11,000(3)			20.02			11/8/2019			22,500(7)			1,891,350
​		​	5,500		​	16,500(4)		​	25.25		​	11/7/2020		​	20,000(8)		​	1,681,200
			0			18,000(5)			60.97			11/10/2021

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(1)

Reflects a price of $84.06$101.90 per share, which was the closing sale price of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market on October 2, 2015.September 29, 2017.



(2)

These options were granted on November 10, 2011,7, 2013, and vested at a rate of 25%twenty-five percent (25%) per year on each anniversary of the grant date until they became fully vested on November 10, 2015.7, 2017.



(3)

These options were granted on November 8, 2012,10, 2014, and vest at a rate of 25%twenty-five percent (25%) per year on each anniversary of the grant date through November 8, 2016.10, 2018.



(4)

These options were granted on November 9, 2015, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 9, 2019.



(5)

These options were granted on May 11, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through May 11, 2020.



(6)

These options were granted on November 9, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 9, 2020.

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(4)

These options were granted on November 7, 2013, and vest at a rate of 25% per year on each anniversary of the grant date through November 7, 2017.



(5)

These options were granted on November 10, 2014, and vest at a rate of 25% per year on each anniversary of the grant date through November 10, 2018.



(6)(7)

Represents shares issuable under the PSAs granted on November 8, 2012,10, 2014, under the Company'sCompany’s Amended and Restated 2005 Long-Term Incentive Plan (the "FY13 PSAs"“FY15 PSAs”). Twenty-five percent (25%) of the shares earned under the FY13FY15 PSAs were issued on each of November 8, 2013,10, 2015, and November 8, 2014,10, 2016, and the remaining fifty percent (50%) of the shares earned were issued on November 8, 2015.10, 2017.



(7)(8)

Represents shares issuable under the PSAs granted on November 7, 2013,9, 2015, under the Company'sCompany’s Amended and Restated 20052015 Long-Term Incentive Plan (the "FY14 PSAs"“FY16 PSAs”). Twenty-five percent (25%) of the shares earned under the FY14FY16 PSAs were issued on each of November 10, 2014,9, 2016, and November 7, 2015,9, 2017, and the remaining fifty percent (50%) of the shares earned will be issued on November 7, 2016,9, 2018, provided the executive meets the continued employment condition.



(8)(9)

Represents shares issuable under the FY15FY17 PSAs (awarded on November 10, 2014,9, 2016, as described in footnote 2 of the "“Grants of Plan-Based Awards Table"” above). With respect to the FY15FY17 PSAs, the Company achieved the "maximum"“maximum” level of performance and, accordingly, on November 10, 2015,9, 2017, the Company issued twenty-five percent (25%) of the number of shares earned by each executive under his FY15FY17 PSA. Twenty-five percent (25%) of the shares earned under the FY15FY17 PSAs will be issued on November 10, 2016,9, 2018, and the remaining fifty percent (50%) of the shares earned will be issued on November 10, 2017,9, 2019, provided, in each case, that the executive meets the continued employment condition.



(9)

Represents shares issuable under an RSU award granted on May 6, 2014, under the Company's Amended and Restated 2005 Long-Term Incentive Plan. The RSU award vests in full on May 6, 2017.



(10)

Represents shares issuable under an RSU award granted on May 6, 2014, under the Company'sCompany’s Amended and Restated 2005 Long-Term Incentive Plan. The RSU award vests at a rate of 25%twenty-five percent (25%) per year on each anniversary of the grant date through May 6, 2018.



(11)

Represents shares issuable under an RSU award granted on May 11, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through May 11, 2020.



(12)

Represents shares issuable under an RSU award granted on November 9, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 9, 2020.



(13)

These options were granted on August 29, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through August 29, 2020.



(14)

Represents shares issuable under an RSU award granted on August 29, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through August 29, 2020.

Option Exercises and Stock Vested Table

        The following table summarizes the Named Executive Officers'Officers’ option exercises and stock award vesting during fiscal year 2015.2017.

		Option Awards						Stock Awards						​	Option Awards					​	Stock Awards
​													​	​	​	​	​	​	​	​	​	​	​	​	​
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)			​	Number of Shares Acquired on Exercise (#)		​	Value Realized on Exercise ($)(1)		​	Number of Shares Acquired on Vesting (#)		​	Value Realized on Vesting ($)(2)
Liam K. Griffin															114,250			6,011,579			73,264			6,017,127
Kris Sennesael														​	—		​	—		​	6,250		​	634,500
David J. Aldrich			320,801			20,655,086			155,154			9,410,689			55,000			4,186,869			125,612			9,662,978
Donald W. Palette		​	114,750		​	6,103,064		​	48,750		​	2,957,573
Liam K. Griffin			119,000			6,417,568			69,742			4,522,190
Bruce J. Freyman		​	127,851		​	7,008,114		​	42,640		​	2,587,771
Mark V.B. Tremallo			69,500			3,676,748			25,414			1,541,317
Carlos S. Bori														​	6,650		​	411,315		​	15,478		​	1,319,324
Peter L. Gammel															—			—			23,014			1,771,377

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(1)

The value realized on exercise is based on the amount by which the market price of a share of the Company'sCompany’s common stock on the dates of exercise exceeded the applicable exercise price per share of the exercised option.

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(2)

The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that vested, by (b) the closing price of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market on the applicable vesting date.

Nonqualified Deferred Compensation Table

        As described above under "“Components of Compensation—Other Compensation and Benefits,"” Mr. Aldrich is the only Named Executive Officer who participated in the Executive Compensation Plan while it was active, and he elected to be paid his aggregate account balance under the plan in a single lump sum upon his future retirement or other separation from service. Mr. Aldrich'sAldrich’s contributions are credited with earnings/losses based upon the performance of the investments he selects.

        The following table summarizes Mr. Aldrich'sAldrich’s aggregate earnings and aggregate account balance under the Executive Compensation Plan in fiscal year 2015.2017. In fiscal year 2015,2017, there were no withdrawals by or distributions to Mr. Aldrich.

Name		Aggregate Earnings in Last Fiscal Year ($)			Aggregate Balance at Last Fiscal Year-End ($)(1)			​	Aggregate Earnings in Last Fiscal Year ($)		​	Aggregate Balance at Last Fiscal Year-End ($)(1)
David J. Aldrich			29,614			1,154,072			230,206			1,481,082

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(1)

Balance as of October 2, 2015.September 29, 2017. This amount consists of Mr. Aldrich'sAldrich’s individual contributions and the return/(loss) generated from the investment of those contributions. The full amount of Mr. Aldrich'sAldrich’s individual contributions was previously reported as compensation to Mr. Aldrich in the Summary Compensation Tables of the fiscal years in which such contributions were made.

Potential Payments Upon Termination or Change in Control

Mr. Aldrich

              In January 2008,        On May 11, 2016, in connection with the transition of Mr. Aldrich from Chief Executive Officer to Executive Chairman of the Company, the Company entered into ana second amended and restated Change of Control / Severance Agreement with Mr. Aldrich (the "Aldrich Agreement"“Aldrich Agreement”). The Aldrich Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change of control, Mr. Aldrich either (i) is terminated without cause, or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Aldrich under either of these circumstances would consist of: (i) a lump-sum payment equal to two (2) times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Amount (as defined below), and (ii) full acceleration of the vesting of all of Mr. Aldrich’s outstanding stock options, which stock options would become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards, and the right to receive the number of performance shares under outstanding PSAs that he would have earned had he remained employed through the end of the applicable performance period. The Bonus Amount is an amount equal to the greater of (x) the average of the short-term cash incentive awards received for the three (3) years prior to the year in which the termination occurs, and (y) the target annual short-term cash incentive award for the year in which the termination occurs.

        The Aldrich Agreement also sets out severance benefits that become payable if (i) within two (2) years after a change of control, Mr. AldrichAldrich’s employment is either (i) is involuntarily(A) terminated by the Company without cause, or (B) terminated by him for good reason, or (ii) voluntarily terminates his employment.the term of the Aldrich Agreement expires within ninety (90) days following a change of control. The severance benefits provided to Mr. Aldrich in such circumstances willwould consist of the following:of: (i) a lump sumlump-sum payment equal to two and one-half (2¹/2) 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-term incentive award for the year in which the change of control occurs)CIC Bonus Amount (as defined below); (ii) allMr. Aldrich’s then-outstanding stock options will remainwould become exercisable for a period of thirty (30) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) continuedprovided he is eligible for and timely elects to continue receiving group medical benefitscoverage, certain COBRA continuation for him and his eligible dependents (“COBRA continuation”) for a period of eighteen (18) months after the termination date. The Aldrich Agreement provides that the foregoing payments are subject to a gross-up payment for any applicable excise taxes incurred under Section 4999 of the IRC; however,termination. Additionally, except as described below, Mr. Aldrich has waived his right to receive this gross-up payment. Additionally, in the event of a change of control, the Aldrich Agreement provides for full acceleration of the vesting of all then-outstanding stock options and restricted stock awards and partial acceleration of any outstanding PSAs.may otherwise be

              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

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will consistprovided in an award agreement documenting an award made under the Company’s 2015 Long-Term Incentive Plan with respect to a change in control (as that term is defined in the 2015 Long-Term Incentive Plan), in the event of a change of control, the Aldrich Agreement provides for full acceleration of the following: (i) a lump sum paymentvesting of all of Mr. Aldrich’s then-outstanding stock options and restricted stock awards and partial acceleration of any outstanding PSAs. The CIC Bonus Amount is an amount 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 of the annual short-term cash incentive awards received for the three (3) years prior to the year in which the terminationchange of control occurs orand (y) the target annual short-term cash incentive award for the year in which the termination occurs);change of control occurs.

        The Aldrich Agreement also sets out the benefits that become payable upon the earlier of the expiration of the term of the Aldrich Agreement (including an early expiration of the term by mutual agreement of the Company and Mr. Aldrich) or Mr. Aldrich’s death or disability. The benefits provided to Mr. Aldrich under these circumstances would consist of: (i) a lump-sum payment equal to one (1) times the sum of (A) his then-current annual base salary and (B) the Bonus Amount; (ii) full acceleration of the vesting of all of Mr. Aldrich’s outstanding stock options, and restricted stock awards, with suchwhich stock options to remainwould become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards, and with respectthe right to anyreceive the number of performance shares under outstanding PSAs outstanding, shares subject to such awardthat he would have been deemed earned tohad he remained employed through the extent any such shares would have been earned pursuant to the terms of such award asend of the day priorapplicable performance period (provided that such acceleration shall only apply to a prorated portion of any awards granted to Mr. Aldrich in the datefinal fiscal year of the term of the Aldrich Agreement, based on the number of days he performed services for the Company in such termination (without regard to any continued service requirement) (collectively, "Severance Benefits"). In the event of Mr. Aldrich's death or disability, all outstanding stock options will vest in full and remain exercisablefiscal year); (iii) COBRA continuation for a period of twelve (12)eighteen (18) months followingafter the termination; and (iv) a lump-sum payment of his annual short-term incentive award for the fiscal year in which termination occurs, based on the achievement 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 requirementsany and his availability to continue to serve onall applicable performance milestones determined by the Board of Directors in accordance with the terms of the applicable executive bonus plan and prorated based on the number of days he performed services for the Company in such fiscal year.

        The Aldrich Agreement sets Mr. Aldrich’s annual base salary at $800,000. Mr. Aldrich will be eligible to participate in any fiscal year executive incentive plan adopted by the Company during the term of the agreement. His annual cash bonus opportunity (i) under the Fiscal Year 2016 Incentive Plan remained in effect for fiscal year 2016, and as chairman(ii) under any executive bonus plan adopted by the Company for any other fiscal year during the term of a committee thereof for up to two (2) years, hethe Aldrich Agreement shall be entitledthe same as the annual cash bonus opportunity for the Company’s then-Chief Executive Officer. The Aldrich Agreement also provides that Mr. Aldrich will be eligible to receive an annual award of stock options and PSAs in each fiscal year during the term of the Aldrich Agreement at the same time as annual equity awards are made to the Severance Benefits; provided however,Company’s executives, in each case, in such amount as is equal to 90% of any such award made by the Company to the Company’s then-Chief Executive Officer.

        The Aldrich Agreement has an initial term 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 fromlasts until the date on which the Company’s 2018 annual meeting of such termination, will be forfeited.

stockholders occurs and that automatically extends until the date on which the Company’s 2019 annual meeting of stockholders occurs, unless either the Company or Mr. Aldrich timely provides a notice of non-renewal to the other. The Aldrich Agreement is intended to be compliant with Section 409A of the IRC. 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.

        On November 23, 2010, the Company modified the Aldrich Agreement as follows: (1) the initial term of the Agreement was extended for three (3) years until January 22, 2014, after which time the Agreement renews on an annual basis for up to five (5) additional one (1) year periods, unless at least 90 days prior to the end of the then-current term, either party provides written notice that the Aldrich Agreement should not be extended; and (2) in order to ensure that any PSAs issued to Mr. Aldrich continue to be treated as performance based compensation under Section 162(m) of the IRC, the Agreement was amended such that if Mr. Aldrich is involuntarily terminated or terminates his employment for good reason or for no reason, he will be entitled to receive only the number of performance shares under outstanding PSAs that he would have received had he actually remained employed through the end of the performance period applicable to such PSAs. All other terms and conditions of the Agreement remained the same.

              On December 16, 2014, the Company received a letter from Mr. Aldrich in which he set forth his desire and agreement, effective as of the date of the letter, to waive his rights to any gross-up payment he would be eligible to receive under the Aldrich Agreement, with respect to excise taxes incurred under Section 4999 of the IRC.

Additionally, award agreements for any equity awards granted to Mr. Aldrich under the Company'sCompany’s 2015 Long-Term Incentive Plan, which became effective on May 18, 2015, will provide that, notwithstanding the provision in the Aldrich Agreement providing that his equity awards would vest automatically upon a change of control of the Company, such new equity awards shall instead be governed by the terms of the 2015 Long-Term Incentive Plan, which does not provide for automatic accelerated vesting of outstanding equity awards solely upon a change of control.

        The terms "change of control," "cause," and "good reason" are each definedOn February 8, 2018, Mr. Aldrich informed the Company that he would not extend his term as Executive Chairman beyond the initial two-year period provided for in the Aldrich Agreement. Accordingly, on May 9, 2018, the date of the Annual Meeting, Mr. Aldrich’s tenure as Skyworks’ Executive Chairman will end, with the terms of the Aldrich Agreement governing the cessation of his employment. Mr. Aldrich continues to serve as the Chairman of the Board and, as noted above, is standing for reelection as a director at the Annual Meeting.

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        The terms “change of control,” “cause,” and “good reason” are each defined in the Aldrich Agreement. Change of control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (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: (i) a material diminution in his base salary, authority, duties, or responsibilities; (ii) a requirement that Mr. Aldrich report to a corporate officer or employee instead of reporting directly to the Board of Directors; (iii) a material change in his office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

Messrs. Palette,Mr. Griffin Freyman, and Tremallo

        On December 16, 2014,May 11, 2016, in connection with the appointment of Mr. Griffin as Chief Executive Officer, the Company entered into newan amended and restated Change in Control / Severance Agreements (each a "CIC Agreement")Agreement with each of Messrs.Mr. Griffin Palette, Freyman, and Tremallo(the “Griffin Agreement”). The Griffin Agreement sets out severance benefits that became effective on January 22, 2015, uponbecome payable if, while employed by the expiration of the Change of Control / Severance Agreements to which each respective executive previously had been a party (each an "Old Agreement"). As compared with the treatment to which each executive would have been entitled under his Old Agreement, pursuant to his CIC Agreement the executive is no longer entitled to any future excise tax gross-up payment, and equity awards granted to the executive after January 22, 2015, will not be subject to automatic accelerated vesting solely uponCompany, other than following a change in control, Mr. Griffin either (i) is terminated without cause, or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Griffin under either of these circumstances would consist of: (i) a lump-sum payment equal to two (2) times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Amount; (ii) full acceleration of the Company.vesting of all of Mr. Griffin’s outstanding stock options, which stock options would become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards, and the right to receive the number of performance shares under outstanding PSAs that are earned but unissued and that he would have earned had he remained employed through the end of the applicable performance period; and (iii) COBRA continuation for up to fifteen (15) months after the termination date.

              Each CIC        The Griffin Agreement also sets out severance benefits that become payable if, within the period of time commencing three (3) months prior to and ending twelve (12) monthstwo (2) years following a change in control, the executive officer'sMr. Griffin’s employment is either (i) terminated by the Company without cause, or (ii) terminated by the executivehim for good reason (a "Qualifying Termination"“Qualifying Termination”). The severance benefits provided to the executiveMr. Griffin in such circumstances willwould consist of the following: (i) a lump sumlump-sum payment equal to two (2)and one-half (2¹/2) times the sum of (A) his annual base salary immediately prior to the change in control, and (B) his annual short-term cash incentive award (calculated as the greater of (x) the average of the annual short-term cash incentive payments received for each of the three years prior to the year in which the change in control occurs, or (y) the target annual short-term cash incentive award for the year in which the change in control occurs);CIC Bonus Amount; (ii) all of the executive'sMr. Griffin’s then-outstanding stock options will remainwould become exercisable for a period of eighteen (18)thirty (30) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) Company-paid COBRA continuation coverage under the Company's group health plans for up to eighteen (18) months after the termination date.

        Each CICThe Griffin Agreement also provides that in the event of a Qualifying Termination, the executiveMr. Griffin is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards) granted after January 22, 2015. At the time of a change in control, all such outstanding equity awards willwould continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the performance period, such awards willwould be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards willwould accelerate in full as of the change in control.

        Each CICThe Griffin Agreement also provides that all outstanding equity awards held by the executiveMr. Griffin on January 22, 2015, that were granted under the Company'sCompany’s Amended and Restated 2005 Long-Term Incentive Plan will continue,

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following January 22, 2015, to be governed by the terms of the 2005 Long-Term Incentive Plan and the applicable award agreements thereunder, which terms include automatic accelerated vesting upon a change in control;control event; provided, however, that for purposes of these awards, a "change“change in control event"event” will be deemed to have occurred in the event of a change in control as defined in the Griffin Agreement.

        In the event of Mr. Griffin’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), the Griffin Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). The Griffin Agreement also provides that if Mr. Griffin’s death or permanent disability occurs prior to the end of the performance period of a performance-based equity award, each such award would be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had he remained employed through the end of the performance period, and such earned shares would become vested and issuable to him after the performance period ends. In addition, all outstanding stock options would be exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).

        The Griffin Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term from May 11, 2016, and thereafter renews automatically on an annual basis for up to five (5) additional years unless either the Company or Mr. Griffin timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to Mr. Griffin under the Griffin Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in his retaining a larger amount, on an after-tax basis, than if he had received all of the payments due.

        Additionally, the Griffin Agreement requires that Mr. Griffin sign a release of claims in favor of the Company before he is eligible to receive any benefits under the Griffin Agreement and contains a non-solicitation provision applicable to Mr. Griffin while he is employed by the Company and for twelve (12) months following the termination of his employment.

        The terms “change in control,” “cause,” and “good reason” are each defined in the Griffin Agreement. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (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: (i) a material diminution in his base compensation, authority, duties, responsibilities, or budget over which he retains authority; (ii) a requirement that Mr. Griffin report to a corporate officer or employee instead of reporting directly to the Board of Directors; (iii) a material change in his office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

Messrs. Sennesael, Bori, and Gammel

        The Company entered into Change in Control / Severance Agreements with each of Messrs. Gammel, Sennesael, and Bori on December 16, 2014, August 29, 2016, and November 9, 2016, respectively. Each such Change in Control / Severance Agreement is referred to herein as a “CIC Agreement.”

        Each CIC Agreement sets out severance benefits that become payable if, within the period of time commencing three (3) months prior to and ending twelve (12) months following a change in control, the executive officer’s employment is either (i) terminated by the Company without cause, or (ii) terminated by the executive for good reason (for each such executive, a “Qualifying Termination”). The severance benefits provided to the executive in such circumstances would consist of the following: (i) a lump sum payment equal to one and one-half (1¹/2) times (two (2) times, in the case of Mr. Gammel) the sum of (A) his annual base salary immediately prior to the change in

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control, and (B) the CIC Bonus Amount; (ii) all of the executive’s then-outstanding stock options would 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) COBRA continuation for up to eighteen (18) months after the termination date.

        Each CIC Agreement also provides that in the event of a Qualifying Termination, the executive is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards) granted after January 22, 2015. At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the performance period, such awards would be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control.

        The CIC Agreement for each of Messrs. Gammel and Bori also provides that all outstanding equity awards held by the executive on the effective date of the agreement (January 22, 2015, in the case of Mr. Gammel, and November 10, 2016, in the case of Mr. Bori) that were granted under the Company’s Amended and Restated 2005 Long-Term Incentive Plan will continue, following the agreement effective date, to be governed by the terms of the 2005 Long-Term Incentive Plan and the applicable award agreements thereunder, which terms include automatic accelerated vesting upon a change in control event; provided, however, that for purposes of these awards, a “change in control event” will be deemed to have occurred in the event of a change in control as defined in the CIC Agreement. On May 18, 2015, the Company'sCompany’s stockholders approved the 2015 Long-Term Incentive Plan, which does not provide for automatic accelerated vesting of outstanding equity awards upon a change in control. Since May 18, 2015, no awards have been made, and in the future no awards will be made, to the Named Executive Officers or other employees under the 2005 Long-Term Incentive Plan.

        Each CIC Agreement also sets out severance benefits outside a change in control that become payable if the executive'sexecutive’s employment is terminated by the Company without cause. The severance benefits provided to the executive under such circumstance willwould consist of the following: (i) in the case of Mr. Gammel, a lump sum payment equal to the sum of (x) his annual base salary, (or one and one-quarter (1.25) times(y) any short-term cash incentive award then due, and in the case of Messrs. Sennesael and Bori, biweekly compensation continuation payments for a period of twelve (12) months, with each such compensation continuation payment being equal to the aggregate payment amount divided by twenty-six (26), where the aggregate payment is equal to the sum of (x) his annual base salary, in the case of Mr. Griffin), and (y) any

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short-term cash incentive award then due; (ii) all then-vested outstanding stock options willwould remain exercisable for a period of twelve (12) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) Company-paid COBRA continuation coverage under the Company's group health plans for up to twelve (12) months (fifteen (15) months, in the case of Mr. Griffin) after the termination date.

        In the event of the executive'sexecutive’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), each CIC Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). Each CIC Agreement also provides that for a performance-based equity award where the executive'sexecutive’s death or permanent disability occurs prior to the end of the performance period, such award willwould be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had the executive remained employed through the end of the performance period, and such earned shares willwould become vested and issuable to the executive after the performance period ends. In addition, all outstanding stock options willwould 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 CIC Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term, which isand thereafter renewablerenews automatically on an annual basis for up to five (5) additional years upon mutual agreementunless

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either the Company or the executive timely provides a notice of non-renewal to the other prior to the end of the Company and the executive.then-current term. The payments due to each executive under his CIC Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in the executive retaining a larger amount, on an after-tax basis, than if he had received all of the payments due.

        Additionally, each CIC 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. The CIC Agreement for Mr. Palette's and Mr. Tremallo's CIC Agreements each containGammel 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. Griffin'sThe CIC Agreement for each of Messrs. Sennesael and Mr. Freyman's CIC Agreements each containBori contains non-solicitation provisions applicable to the executive while he is employed by the Company and for a period of twelve (12) months following the termination of his employment.

        The terms "change“change in control," "cause,"” “cause,” and "good reason"“good reason” are each defined in the CIC 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 the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (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: (i) a material diminution in the executive'sexecutive’s base compensation, authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the executive'sexecutive’s supervisor; (iii) a material change in the executive'sexecutive’s office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

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        The following table summarizes the payments and benefits that would be made to the Named Executive Officers as of October 2, 2015,September 29, 2017, in the following circumstances as of such date:

•

termination without cause outside of a change in control;



•

termination without cause or for good reason in connection with a change in control;



•

upon a change in control not involving a termination of employment; and



•

in the event of a termination of employment because of death or disability.disability; and



•

upon a change in control not involving a termination of employment.

        The accelerated equity values in the table reflect a price of $84.06$101.90 per share, which was the closing sale price of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market on October 2, 2015.September 29, 2017. The table does not reflect any equity awards made after October 2, 2015.

September 29, 2017.

Name

Benefit

​

Termination w/o Cause Outside Change in Control ($)(1)

​

Termination w/o Cause or for Good Reason, After Change in Control ($)

​

Death/ Disability ($)

​

Change in Control w/o Termination ($)(2)

Liam K. Griffin(3)

Salary and Short-Term Incentive

4,420,000(4)

5,525,000(5)

—

—

​

Accelerated Options

​

5,977,350

​

5,977,350

​

5,977,350

​

2,105,093

Accelerated RSUs

4,453,132

4,453,132

4,453,132

891,625

​

Accelerated PSAs

​

12,528,809

​

12,528,809

​

12,528,809

​

2,404,840

Medical

20,598

24,718

—

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL

​

27,399,889

​

28,509,009

​

22,959,291

​

5,401,558

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Kris Sennesael(3)

Salary and Short-Term Incentive

425,000(6)

1,211,250(7)

—

—

​

Accelerated Options

​

—

​

1,109,945

​

1,109,945

​

—

Accelerated RSUs

—

2,291,120

2,291,120

—

​

Accelerated PSAs

​

—

​

2,282,968

​

2,282,968

​

—

Medical

17,970

26,955

—

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL

​

442,970

​

6,922,238

​

5,684,033

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

David J. Aldrich(3)

Salary and Short-Term Incentive

4,630,000(8)

5,787,500(9)

2,315,000

—

​

Accelerated Options

​

7,234,929

​

7,234,929

​

7,234,929

​

4,933,900

Accelerated RSUs

1,417,021

1,417,021

1,417,021

—

​

Accelerated PSAs

​

16,230,326

​

16,230,326

​

16,230,326

​

6,317,800

Medical

—

26,955

26,955

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL

​

29,512,276

​

30,696,731

​

27,224,231

​

11,251,700

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Carlos S. Bori(3)

Salary and Short-Term Incentive

360,000(6)

918,000(7)

—

—

​

Accelerated Options

​

—

​

641,189

​

641,189

​

276,090

Accelerated RSUs

—

367,350

367,350

—

​

Accelerated PSAs

​

—

​

2,732,550

​

2,732,550

​

458,550

Medical

17,970

26,955

—

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL

​

377,970

​

4,686,044

​

3,741,089

​

734,640

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Peter L. Gammel(3)

Salary and Short-Term Incentive

390,000(6)

1,326,000(10)

—

—

​

Accelerated Options

​

—

​

1,337,420

​

1,337,420

​

847,433

Accelerated RSUs

—

288,581

288,581

—

​

Accelerated PSAs

​

—

​

3,060,974

​

3,060,974

​

1,019,000

Medical

17,970

26,955

—

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL

​

407,970

​

6,039,930

​

4,686,975

​

1,866,433

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Name		Benefit		Termination w/o Cause Outside Change in Control ($)			Termination w/o Cause or for Good Reason, After Change in Control ($)			Change in Control w/o Termination ($)(1)			Death/ Disability ($)
David J. Aldrich(2)(3)		Salary and Short-Term Incentive		​	5,241,135(4)		​	6,551,418(5)		​	—		​	—
		Accelerated Options			16,924,906			16,924,906			16,924,906			16,924,906
​		Accelerated PSAs		​	31,522,668		​	31,522,668		​	31,522,668		​	31,522,668
		Medical			—			21,136			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		TOTAL		​	53,688,709		​	55,020,128		​	48,447,574		​	48,447,574
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Donald W. Palette(3)		Salary and Short-Term Incentive			420,000(6)			1,887,021(4)			—			—
​		Accelerated Options		​	—		​	4,660,270		​	4,660,270		​	4,660,270
		Accelerated RSUs			—			2,521,800			2,521,800			2,521,800
​		Accelerated PSAs		​	—		​	8,947,010		​	8,947,010		​	8,947,010
		Medical			18,950			28,425			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		TOTAL		​	438,950		​	18,044,526		​	16,129,080		​	16,129,080
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liam K. Griffin(3)		Salary and Short-Term Incentive			643,750(7)			2,414,318(4)			—			—
​		Accelerated Options		​	—		​	6,570,218		​	6,570,218		​	6,570,218
		Accelerated RSUs			—			2,206,575			2,206,575			2,206,575
​		Accelerated PSAs		​	—		​	12,661,117		​	12,661,117		​	12,661,117
		Medical			34,349			41,219			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		TOTAL		​	678,099		​	23,893,447		​	21,437,910		​	21,437,910
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Bruce J. Freyman(3)		Salary and Short-Term Incentive			412,000(6)			1,758,817(4)			—			—
​		Accelerated Options		​	—		​	3,803,165		​	3,803,165		​	3,803,165
		Accelerated RSUs			—			2,101,500			2,101,500			2,101,500
​		Accelerated PSAs		​	—		​	6,825,168		​	6,825,168		​	6,825,168
		Medical			27,479			41,219			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		TOTAL		​	439,479		​	14,529,869		​	12,729,833		​	12,729,833
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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mark V.B. Tremallo(3)		Salary and Short-Term Incentive			365,000(6)			1,379,901(4)			—			—
​		Accelerated Options		​	—		​	2,496,550		​	2,496,550		​	2,496,550
		Accelerated PSAs			—			4,830,760			4,830,760			4,830,760
​		Medical		​	14,091		​	21,136		​	—		​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		TOTAL			379,091			8,728,347			7,327,310			7,327,310
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(1)

UnderFor Mr. Griffin and Mr. Aldrich, includes amounts payable pursuant to a termination for good reason outside of a change in control.



(2)

Represents the CIC Agreements between the Company and eachvalue of Messrs. Palette, Griffin, Freyman, and Tremallo,unvested equity awards granted to such Named Executive Officers after January 22, 2015, are not subject to accelerated vesting solelyunder the 2005 Long-Term Incentive Plan, which accelerate automatically upon a change in control of the Company (unlessCompany. Equity awards granted to Named Executive Officers under the successor or surviving2015 Long-Term Incentive Plan are not subject to

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accelerated vesting solely upon a change in control of the Company (unless the successor or surviving company does not agree to assume, or to substitute for, outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, in which case the awards would accelerate in full as of the change in control). Vesting of such awards would accelerate only in the event of a qualifying termination of employment within the period of time commencing three (3) months prior to and ending twelve (12) months following a change in control, or in the event of a termination of employment by reason of the executive's death or permanent disability.




As described above, equity awards granted to Mr. Aldrich under the Company's 2015 Long-Term Incentive Plan are not subject to automatic accelerated vesting solely upon a change in control of the Company, notwithstanding the provisions of the Aldrich Agreement.



(2)

A "Good Reason" termination in connection with a change in control for Mr. Aldrich includes voluntarily terminating employment following such change in control. Mr. Aldrich is also entitled to the severance benefits in the first column of the table in the event he terminates his employment for "Good Reason" outside of a change in control. In the event Mr. Aldrich voluntarily terminated his employment on October 2, 2015, outside of a change in control, he would have received a total of $47,207,039, consisting of the following: cash ($5,241,135); accelerated options ($15,654,956); and accelerated PSAs ($26,310,948).



(3)

Excludes the value of accrued vacation/paid time off required by law to be paid upon termination. For Mr. Aldrich, excludes any distributions under the Executive Compensation Plan (see the discussion above regarding this inactive plan in the "“Nonqualified Deferred Compensation Table"”).



(4)

Represents an amount equal to two (2) times the sum of (A) the Named Executive Officer'sMr. Griffin’s annual base salary as of October 2, 2015,September 29, 2017, and (B) an Incentive Plan payment, which is equal to Mr. Griffin’s “target” short-term cash incentive award for fiscal year 2017, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to the Named Executive OfficerMr. Griffin for fiscal years 2012, 20132014, 2015, and 2014, since such average is greater than the "target" payout level.2016.



(5)

Represents an amount equal to two and one-half (2¹/2) times the sum of (A) Mr. Aldrich'sGriffin’s annual base salary as of October September 29, 2017, and (B) an Incentive Plan payment, which is equal to Mr. Griffin’s “target” short-term cash incentive award for fiscal year 2017, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2014, 2015, and 2016.



(6)

Represents an amount equal to the Named Executive Officer’s annual base salary as of September 29, 2017.



(7)

Represents an amount equal to one and one-half (1¹/2) times the sum of (A) the Named Executive Officer’s annual base salary as of September 29, 2017, and (B) an Incentive Plan payment, which is equal to the Named Executive Officer’s “target” short-term cash incentive award for fiscal year 2017, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to the Named Executive Officer for fiscal years 2014, 2015, and 2016.



(8)

Represents an amount equal to two (2) times the sum of (A) Mr. Aldrich’s annual base salary as of September 29, 2017, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Aldrich for fiscal years 2014, 2015, and 2016, since such average is greater than the “target” payout level.



(9)

Represents an amount equal to two and one-half (2¹/2) times the sum of (A) Mr. Aldrich’s annual base salary as of September 29, 2017, and (B) an Incentive Plan payment equal to the three (3) year average of the actual incentive payments made to Mr. Aldrich for fiscal years 2012, 20132014, 2015, and 2014,2016, since such average is greater than the "target"“target” payout level.



(6)(10)

Represents an amount equal to two (2) times the Named Executive Officer'ssum of (A) Mr. Gammel’s annual base salary as of October 2, 2015.



(7)

RepresentsSeptember 29, 2017, and (B) an amountIncentive Plan payment, which is equal to oneMr. Gammel’s “target” short-term cash incentive award for fiscal year 2017, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to Mr. Gammel for fiscal years 2014, 2015, and one-quarter (1.25) times Mr. Griffin's annual base salary as of October 2, 2015.2016.

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Director Compensation


        The Board of Directors sets the compensation for the Company’s non-employee directors, after receiving the recommendations of the Compensation Committee. In formulating its recommendations, the Compensation Committee seeks and receives input from Aon/Radford related to the amounts, terms and conditions of director cash compensation and stock-based compensation awards, with the goal of establishing non-employee director compensation that is similar to, and competitive with, the compensation of non-employee directors at peer companies in the semiconductor industry.

Cash Compensation

        Prior to January 2015, non-employeeNon-employee directors of the Company wereare paid, in quarterly installments, an annual retainer of $57,500. Effective as of January 2015, the annual retainer for non-employee directors was increased to $60,000, with a further increase to $70,000 effective as of February 2016.$70,000. Additional annual retainers for Chairman and/or committee service (paid in quarterly installments) are as follows: the Chairman of the Board ($50,000); the Chairman of the Audit Committee ($20,000,24,000, which increased to $24,000$30,000 as of February 2016)January 2018); the Chairman of the Compensation Committee ($15,000, which increased to $20,000 as of February 2016)20,000); the Chairman of the Nominating and Governance Committee ($10,000)10,000, which increased to $15,000 as of January 2018); non-chair member of Audit Committee ($10,000, which increased to $12,000 as of February 2016)12,000); non-chair member of Compensation Committee ($7,500, which increased to $10,000 as of February 2016)10,000); and non-chair member of Nominating and Corporate Governance Committee ($5,000). If the Chairman of the Board is an employee of the Company, the Chairman'sChairman’s retainer will be paid to the Lead Independent Director, if one has been appointed. In addition, the Compensation Committee continues to retain discretion to recommend to the full Board of Directors that additional cash payments be made to a non-employee director for extraordinary service during a fiscal year.

Equity Compensation

        Following the 2015 Annual Meeting of stockholders, each non-employee director who was reelected received a restricted stock award having a value of approximately $170,000, which vests in three (3) equal annual installments on the anniversary of the date of grant. Effective as of February 2016, any newly appointed non-employee director will receive an initial equity grant composed of a combination of a stock option and a restricted stock unit award having an aggregate value of approximately $260,000, with such value allocated equally (i.e., 50%/50%) between the stock option and the restricted stock unit award, and with the stock option having an exercise price equal to the fair market value of the common stock on the date of grant. Effective as of February 2016,Currently, following each annual meeting of stockholders, each non-employee director who is reelected will receive a restricted stock unit award having a value of approximately $200,000. Effective as of January 2018, any newly appointed non-employee director will receive an initial equity grant composed of a restricted stock unit award having an aggregate value of approximately $200,000. Prior to 2018, a newly appointed non-employee director’s initial equity grant was composed of stock options and restricted stock units. The number of shares subject to a non-employee director'sdirector’s initial restricted stock unit award or annual award is determined by dividing the approximate value of the award, as disclosed above, by the average closing price per share of the Company'sCompany’s common stock as reported on the NASDAQNasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for each trading day during the 30 consecutive trading day period ending on, and including, the grant date. Unless otherwise determined by the Board of Directors, (a) any stock options awarded as part of a non-employee director's initial equity grant will vest in four (4) equal annual installments on the anniversary of the date of grant, (b) any restricted stock units awarded as part of a non-employee director'sdirector’s initial equity grant will vest in three (3) equal annual installments on the anniversary of the date of grant, and (c) effective as of February 2016,(b) any restricted stock units awarded as part of a non-employee director'sdirector’s annual equity grant will vest on the first anniversary of the date of grant. In the event of a change in control of the Company, the outstanding options and restricted stock under the 2008 Director Long-Term Incentive Plan will become fully exercisable and deemed fully vested, respectively.

        No director who is also an employee receives separate compensation for services rendered as a director. David J. Aldrich isand Liam K. Griffin are currently the only directordirectors who isare also an employeeemployees of the Company.

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Director Compensation Table

        The following table summarizes the compensation paid to the Company'sCompany’s non-employee directors for fiscal year 2015.2017.

Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)			Option Awards ($)(1)			All Other Compensation ($)(3)			Total ($)			​	Fees Earned or Paid in Cash ($)		​	Stock Awards ($)(1)(2)		​	Option Awards ($)(1)		​	All Other Compensation ($)(3)		​	Total ($)
David J. McLachlan, Lead Independent Director		​	124,375		​	182,606		​	—		​	2,681		​	309,662			137,000			204,180			—			—			341,180
Kevin L. Beebe			76,875			182,606			—			2,681			262,162		​	92,000		​	204,180		​	—		​	—		​	296,180
Timothy R. Furey		​	79,375		​	182,606		​	—		​	2,681		​	264,662			85,000			204,180			—			—			289,180
Balakrishnan S. Iyer			79,375			182,606			—			2,681			264,662		​	92,000		​	204,180		​	—		​	—		​	296,180
Christine King		​	66,875		​	182,606		​	—		​	1,885		​	251,366			90,000			204,180			—			2,596			296,776
David P. McGlade			71,875			182,606			—			2,681			257,162		​	85,000		​	204,180		​	—		​	—		​	289,180
Robert A. Schriesheim		​	79,375		​	182,606		​	—		​	2,681		​	264,662			94,000			204,180			—			—			298,180

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(1)

The non-employee members of the Board of Directors who held such positions on October 2, 2015,September 29, 2017, held the following aggregate number of unexercised options and unvested restricted stock and RSU awards as of such date:

Name		Number of Securities Underlying Unexercised Options			Number of Unvested Shares of Restricted Stock			​	Number of Securities Underlying Unexercised Options		​	Number of Unvested Shares of Restricted Stock		​	Number of Shares Subject to Unvested RSUs
David J. McLachlan, Lead Independent Director		​	15,000		​	7,072			—			579			1,992
Kevin L. Beebe			15,000			7,072		​	—		​	579		​	1,992
Timothy R. Furey		​	—		​	7,072			—			579			1,992
Balakrishnan S. Iyer			—			7,072		​	—		​	579		​	1,992
Christine King		​	9,606		​	7,328			2,401			579			1,992
David P. McGlade			—			7,072		​	—		​	579		​	1,992
Robert A. Schriesheim		​	—		​	7,072			—			579			1,992

(2)

Reflects the grant date fair value of 1,756 restricted shares of the Company's common stock1,992 RSUs granted on May 19, 2015,10, 2017, to each non-employee director elected at the 20152017 Annual Meeting of stockholders,Stockholders, computed in accordance with the provisions of ASC 718 using a price of $103.99$102.50 per share, which was the closing sale price of the Company'sCompany’s common stock on the NASDAQNasdaq Global Select Market on May 19, 2015.10, 2017.



(3)

Reflects dividend accruals on unvested shares of restricted stock granted prior to April 2014, when Skyworks declared its first quarterly dividend, because these dividends were not included in the grant date fair value of such restricted stock awards. Accrued dividends become payable when the underlying shares of restricted stock vest.

Director Stock Ownership Requirements

        We have adopted Director Stock Ownership guidelines with the objective of more closely aligning the interests of our directors with those of our stockholders. The minimum number of shares of the Company'sCompany’s common stock that the Director Stock Ownership guidelines require non-employee directors to hold while serving in their capacity as directors is the director base compensation (currently $70,000) multiplied by five (5), divided by the fair market value of the Company'sCompany’s common stock (rounded to the nearest 100 shares). For purposes of the Director Stock Ownership guidelines, the fair market value of the Company'sCompany’s common stock is the average closing price per share of the Company'sCompany’s common stock as reported on the NASDAQNasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date. AsAll of our directors have met the stock ownership guidelines as of the date hereof, all of our directors are in compliance with the stock ownership guidelines.hereof.

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Compensation Committee Report


        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 Proxy Statement for the 2018 Annual Meeting of Stockholders.

		THE COMPENSATION COMMITTEE
		Kevin L. Beebe Timothy R. Furey Christine King, Chairman David P. McGlade

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Proposal 4:
Approval of the Company’s Amended and Restated
2008 Director Long-Term Incentive Plan, as Amended

        The Company’s 2008 Director Long-Term Incentive Plan, as amended and restated and as further amended, from time to time (the “2008 Director Plan”) is intended to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract and retain the services of experienced and knowledgeable non-employee directors, and to provide additional incentives for such directors to continue to work for the best interests of Skyworks and its stockholders through continuing ownership of its common stock. Competition for highly qualified individuals to serve as company directors is intense, and to successfully attract and retain the best candidates, the Company must continue to offer a competitive equity incentive program as an essential component of the directors’ compensation. Since 1994, Skyworks has granted equity awards to directors, upon their first election to the Board of Directors and annually upon reelection.

        The 2008 Director Plan was first adopted by Skyworks’ Board of Directors on November 6, 2007, and first approved by the stockholders on March 27, 2008. The 2008 Director Plan is the only plan under which Skyworks can make equity awards to its non-employee directors. Under the 2008 Director Plan, we are currently authorized to grant awards to our non-employee directors that would result in us issuing up to an aggregate of 1,470,000 shares of our common stock. As of March 1, 2018, there were 678,398 shares remaining available for future awards under the 2008 Director Plan. The Company anticipates that the shares currently available under the 2008 Director Plan will be sufficient to meet our needs for several more years. We are therefore not requesting any more shares under the 2008 Director Plan.

        In January 2018, the Board of Directors adopted an amendment to the 2008 Director Plan providing that, subject to stockholder approval of the amendment, awards may be granted under the 2008 Director Plan, as so amended (the “Amended 2008 Director Plan”) until the date that is ten years after the date on which the 2008 Director Plan was most recently approved by the Company’s stockholders. Prior to the amendment, the 2008 Director Plan provided that no awards could be granted after the completion of ten (10) years from the date the 2008 Director Plan was originally approved by stockholders. But for the amendment adopted by the Board of Directors in January 2018, the plan would expire on March 27, 2018.

        Since the stockholders last approved the 2008 Director Plan on May 11, 2011, the Board of Directors has amended the 2008 Director Plan to:

          (i)  expand the prohibition on the repricing of stock options;

         (ii)  change the form of equity awards automatically granted to each non-employee director when such director is first elected or appointed to serve on the Board of Directors from (x) a variable award comprised of a combination of a nonqualified stock option (which vested in four (4) equal annual installments on the anniversary of the grant date) and shares of restricted common stock (which vested in three (3) equal annual installments on the anniversary of the grant date), which together had an aggregate Black-Scholes value targeted between the 50^th and 75^th percentile of the non-employee director equity compensation component of the public “peer” group of publicly-traded semiconductor companies with which the Company competes for executive and director talent, to (y) an award of restricted stock units having a value of approximately $200,000, with the number of shares subject to the restricted stock unit award determined by dividing $200,000 by the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for each trading day during the 30 consecutive trading day period ending on, and including, the grant date, and with the award vesting in three (3) equal annual installments on the anniversary of the grant date, unless otherwise determined by the Board of Directors;

        (iii)  change the form of equity award automatically granted on the date of the Company’s annual meeting of stockholders to each non-employee director reelected at such meeting from (x) a fixed award of 6,000 shares of restricted common stock vesting in three (3) equal annual installments on the anniversary of the grant date, to

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(y) an award of restricted stock units having a value of approximately $200,000, with the number of shares subject to the annual restricted stock unit award determined in the same manner as described above with respect to the initial restricted stock unit award, and with the award vesting on the first anniversary of the grant date, unless otherwise determined by the Board of Directors; and

        (iv)  provide that with respect to awards granted after February 2, 2016, if a non-employee director’s term of service expires for any reason, other than removal from the Board of Directors for cause, within ten (10) days prior to the next scheduled vesting date of an award, then such director shall be deemed to have continued his or her service through such next scheduled vesting date.

        Other than the amendment extending the term of the 2008 Director Plan, all other terms and conditions of the 2008 Director Plan will remain the same in the Amended 2008 Director Plan, including items (i) through (iv) above. We are asking the Company’s stockholders to approve the Amended 2008 Director Plan. Unless the stockholders approve the Amended 2008 Director Plan, Skyworks may be unable to make equity awards to its non-employee directors and may be unable to continue to attract and retain the best individuals to serve as directors.

        As of March 1, 2018, under the 2008 Director Plan there were outstanding 4,053 issued but unvested restricted shares, 13,944 unvested restricted stock units, and 2,401 vested but unexercised stock options. As of March 1, 2018, the Company had, under all of its equity incentive plans (other than its 2002 Employee Stock Purchase Plan), an aggregate of (i) 2.33 million shares reserved for issuance pursuant to outstanding stock options, with a weighted average exercise price of $52.67 and a weighted average life of 3.38 years, (ii) 4,053 issued but unvested shares of restricted common stock, (iii) 1.16 million unissued shares of common stock under unvested restricted stock units, (iv) 681,792 unissued shares of common stock under earned but unvested performance share awards, and (v) 346,344 unissued shares of common stock under performance share awards (assuming performance at target levels) for which the performance periods have not yet lapsed. As of March 1, 2018, the only equity incentive plans under which the Company is able to grant additional awards are the 2015 Long-Term Incentive Plan, the 2008 Director Plan and the 2002 Employee Stock Purchase Plan.

Description of the Amended 2008 Director Plan


        Below is a brief summary of the Amended 2008 Director Plan, which is the only plan pursuant to which Skyworks can make equity awards to its non-employee directors. The full text of the Amended 2008 Director Plan is attached asExhibit A to the electronic copy of this Proxy Statement filed with the Securities and Exchange Commission (accessible via www.sec.gov) and may be accessed from our website,www.skyworksinc.com. In addition, a copy of the Amended 2008 Director Plan may be obtained from the Secretary of the Company. The following summary is qualified in its entirety by reference to the Amended 2008 Director Plan.

General

        The Amended 2008 Director Plan, among other things:

•

provides a “share reduction” formula in the pool of available shares, whereby each share subject to the grant of a “full value award” (i.e., an award other than a nonqualified stock option) will be counted against the pool of available shares as 1.5 shares;



•

prohibits the granting of stock options with an exercise price below the fair market value of the common stock on the grant date;



•

prohibits repricing, or reducing the exercise price of a stock option, without first obtaining stockholder approval; and



•

does not include any “evergreen” or “reload” provisions.

Types of Awards

        The Amended 2008 Director Plan provides for the grant of nonqualified stock options, restricted stock awards, restricted stock units and other stock-based awards (collectively, “Awards”).

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        Nonqualified Stock Options.    Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may be granted at an exercise price that is no less than 100% of the fair market value of the common stock on the date of grant. Options may not be granted for a term in excess of ten (10) years. The Amended 2008 Director Plan permits the following forms of payment of the exercise price of options: (i) payment by cash, check or in connection with a “cashless exercise” through a broker, (ii) surrender to the Company of shares of common stock which have been held by the optionees for at least six months, or (iii) any combination of these forms of payment.

        Restricted Stock Awards and Restricted Stock Units.    Awards of restricted stock entitle recipients to acquire shares of common stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that the conditions specified in the applicable Award are not satisfied prior to the end of the applicable restriction period established for such Award. Instead of issuing common stock that is subject to repurchase or forfeiture, the Board may grant Awards known as restricted stock units that entitle recipients to receive unrestricted shares of common stock to be delivered at the time such shares of common stock vest or at a later date, subject to such terms and conditions on the delivery of the shares of common stock as the Board determines.

        Other Stock-Based Awards.    Under the Amended 2008 Director Plan, the Board of Directors has the right to grant other Awards of shares of common stock and other Awards that are valued in whole or in part by reference to, or are otherwise based on, the Company’s common stock or other property having such terms and conditions as the Board of Directors may determine.

Eligibility to Receive Awards

        Each member of the Board of Directors who is not also an officer of the Company is eligible to be granted Awards under the Amended 2008 Director Plan. As described above in “Director Compensation,” each non-employee director when first elected to serve as a director automatically receives an equity award composed of a restricted stock unit award having an aggregate value of approximately $200,000. In addition, each non-employee director continuing in office following each annual meeting of stockholders (or special meeting of stockholders in lieu of an annual meeting at which one or more directors are elected) receives a restricted stock unit award having an aggregate value of approximately $200,000. Unless otherwise determined by the Board of Directors, (a) any restricted stock units awarded as part of a non-employee director’s initial equity grant will vest in three (3) equal annual installments on the anniversary of the date of grant, and (b) any restricted stock units awarded as part of a non-employee director’s annual equity grant will vest on the first anniversary of the date of grant. All other granting of Awards under the Amended 2008 Director Plan is discretionary, and the Company cannot now determine the number or type of Awards to be granted in the future to any particular director. On March 1, 2018, the last reported sale price of the Company’s common stock on the Nasdaq Global Select Market was $106.59.

Administration

        The Amended 2008 Director Plan is administered by the Board of Directors. The Board of Directors has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Amended 2008 Director Plan and to interpret the provisions of the Amended 2008 Director Plan. All decisions by the Board of Directors are made in its sole discretion and are final and binding on all persons having or claiming any interest in the Amended 2008 Director Plan or any Award. Pursuant to the terms of the Amended 2008 Director Plan, the Board of Directors may delegate authority under the Amended 2008 Director Plan to one or more committees or subcommittees of the Board of Directors. The Board of Directors has authorized the Compensation Committee to administer certain aspects of the Amended 2008 Director Plan. No director or person acting pursuant to the authority delegated by the Board will be liable for any action or determination made in good faith relating to or under the Amended 2008 Director Plan.

        Except for the automatic grants of the restricted stock unit awards discussed above, and subject to any applicable limitations contained in the Amended 2008 Director Plan, the Board of Directors, the Compensation Committee, or any other committee to whom the Board of Directors delegates authority, as the case may be, selects the recipients of

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Awards and determines (i) the number of shares of common stock covered by options and the dates upon which such options become exercisable, (ii) the exercise price of options (which may not be less than 100% of the fair market value of the common stock), (iii) the duration of options (which may not exceed ten (10) years) and (iv) the number of shares of common stock subject to any restricted stock or other stock-based Awards and the terms and conditions of such Awards, including conditions for repurchase, issue price and repurchase price.

        The Board of Directors is required to make appropriate adjustments in connection with the Amended 2008 Director Plan and any outstanding Awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization.

        The Amended 2008 Director Plan also contains provisions addressing the consequences of any Reorganization Event, which is defined as (i) any merger or consolidation of the Company with or into another entity as a result of which all of the common stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any exchange of all of the common stock of the Company for cash, securities or other property pursuant to a share exchange transaction, or (iii) any liquidation or dissolution of the Company.

        In connection with a Reorganization Event, the Board of Directors shall take any one or more of the following actions as to all or any outstanding Awards on such terms as the Board determines:

•

provide that Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);



•

upon written notice, provide that all unexercised stock options or other unexercised Awards will become exercisable in full and will terminate immediately prior to the consummation of such Reorganization Event unless exercised within a specified period following the date of such notice;



•

provide that outstanding Awards will become realizable or deliverable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon such Reorganization Event;



•

in the event of a Reorganization Event under the terms of which holders of our common stock will receive, upon consummation thereof, a cash payment for each share surrendered in the Reorganization Event, or “Acquisition Price,” make or provide for a cash payment to an Award holder equal to (i) the Acquisition Price times the number of shares of our common stock subject to the holder’s Awards (to the extent the exercise price does not exceed the Acquisition Price) minus (ii) the aggregate exercise price of all the holder’s outstanding Awards, in exchange for the termination of such awards;



•

provide that, in connection with a liquidation or dissolution of our company, awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof); and



•

any combination of the foregoing.

        To the extent all or any portion of a nonqualified stock option becomes exercisable solely as a result of the second bullet above, the Board may provide that upon exercise of such option the optionee shall receive shares subject to a right of repurchase by the Company or its successor at the option exercise price and provide that such repurchase right (x) shall lapse at the same rate as the option would have become exercisable under its terms and (y) shall not apply to any shares subject to the option that were exercisable under its terms without regard to acceleration described above.

        Upon the occurrence of a Reorganization Event other than our liquidation or dissolution, our repurchase and other rights with respect to outstanding restricted stock and restricted stock units shall inure to the benefit of our successor and shall apply to the cash, securities or other property which the common stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such restricted stock and restricted stock units. Upon the occurrence of a Reorganization Event involving our liquidation or dissolution, except to the extent specifically provided to the contrary in the instrument evidencing any restricted stock or restricted stock units or in any other agreement between the Award holder and the Company, all restrictions and conditions on all restricted stock and restricted stock units then outstanding shall automatically be deemed terminated or satisfied.

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        If a Change in Control Event occurs, except to the extent specifically provided to the contrary in any Award agreement or any other agreement between a participant and the Company, any options outstanding as of the date the Change in Control Event is determined to have occurred and not then exercisable shall automatically become fully exercisable and all restrictions and conditions on all awards of restricted stock and restricted stock units shall automatically be deemed terminated or satisfied. A “Change in Control Event” occurs if the Continuing Directors (as defined below) cease for any reason to constitute a majority of the Board. A “Continuing Director” will include any member of the Board as of the effective date of the Plan and any individual nominated for election to the Board by a majority of the then Continuing Directors.

        If any Award expires or is terminated, surrendered, canceled or forfeited, the unused shares of common stock covered by such Award will again be available for grant under the Amended 2008 Director Plan.

Amendment or Termination

        The Board of Directors may at any time amend, suspend or terminate the Amended 2008 Director Plan, except that no amendment may (i) increase the number of shares authorized under the Amended 2008 Director Plan, (ii) materially increase the benefits provided under the Amended 2008 Director Plan, (iii) materially expand the class of participants eligible to participate in the Amended 2008 Director Plan, (iv) expand the types of Awards provided under the Amended 2008 Director Plan or (v) make any other changes that require stockholder approval under the rules of the Nasdaq Stock Market unless and until such amendment shall have been approved by the Company’s stockholders. No Award may be granted under the Amended 2008 Director Plan after the date that is ten years after the date on which the 2008 Director Plan was most recently approved by the Company’s stockholders, but Awards previously granted may extend beyond that date. If stockholders approve this Proposal 4 at the Annual Meeting, Awards could be made under the Amended 2008 Director Plan until the later of (i) May 9, 2028, or (ii) the date that is ten years after the Company’s stockholders reapprove the Amended 2008 Director Plan at a stockholder meeting held after the Annual Meeting.

        If stockholders do not approve the Amended 2008 Director Plan, the Board of Directors will consider whether to adopt alternative arrangements based on its assessment of the needs of the Company.

Federal Income Tax Consequences

        The following summarizes the United States federal income tax consequences that generally will arise with respect to awards granted under the plan. This summary is based on the tax laws in effect as of the date of this Proxy Statement. Changes to these laws could alter the tax consequences described below.

        Nonqualified Stock Options.    A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

        Restricted Stock.    A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Internal Revenue Code (the “IRC”) is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

        Restricted Stock Units.    A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, the participant will have income on the vesting date in an amount equal to the fair market value of the

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stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

        Tax Consequences to the Company.    There will be no tax consequences to the Company when grants are made under the Amended 2008 Director Plan except that we will be entitled to a tax deduction when a participant has compensation income.

New Plan Benefits


        The following table discloses the benefits that would be allocated to the individuals listed in the table in 2018 if the Amended 2008 Director Plan is approved and if such individuals are reelected as members of the Board of Directors. Any other granting of Awards under the Amended 2008 Director Plan is discretionary pursuant to the formula provisions in the Amended 2008 Director Plan.

Name		​	Dollar Value ($)		​	Restricted Stock Units (#)(1)
David J. Aldrich, Chairman of the Board(2)			200,000			1,876
David J. McLachlan, Lead Independent Director		​	200,000		​	1,876
Kevin L. Beebe			200,000			1,876
Timothy R. Furey		​	200,000		​	1,876
Balakrishnan S. Iyer			200,000			1,876
Christine King		​	200,000		​	1,876
David P. McGlade			200,000			1,876
Robert A. Schriesheim		​	200,000		​	1,876
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Non-Executive Director Group (8 persons)			1,600,000			15,008
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(1)

The estimated number of restricted stock units is determined by dividing the dollar value of the award, as disclosed in the table, by $106.59, the closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market on March 1, 2018.



(2)

On May 9, 2018, the date of the Annual Meeting, Mr. Aldrich’s tenure as Executive Chairman will end and his employment with the Company will cease. If the Company’s stockholders vote to reelect Mr. Aldrich, then as a member of the Board of Directors who is no longer an officer of the Company, he will become eligible to receive awards under the Amended 2008 Director Plan.

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Existing Plan Benefits


        Pursuant to SEC rules, the following table sets forth the number of shares subject to stock options, restricted stock awards, and RSUs granted under the 2008 Director Plan from March 27, 2008 (when the 2008 Director Plan was initially approved by stockholders) through the date hereof.

Name		​	Number of Shares Subject to Stock Options (#)		​	Number of Shares of Restricted Stock (#)		​	Number of Shares Subject to RSUs (#)
David J. McLachlan, Lead Independent Director			—			62,921			4,767
Kevin L. Beebe		​	—		​	62,921		​	4,767
Timothy R. Furey			—			62,921			4,767
Balakrishnan S. Iyer		​	—		​	62,921		​	4,767
Christine King			9,606			10,161			4,767
David P. McGlade		​	—		​	62,921		​	4,767
Robert A. Schriesheim			—			62,921			4,767
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Non-Executive Director Group (7 persons)		​	9,606		​	387,687		​	33,369
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE COMPANY’S AMENDED AND
RESTATED 2008 DIRECTOR LONG-TERM INCENTIVE PLAN, AS AMENDED

Equity Compensation Plan Information


        As of October 2, 2015,September 29, 2017, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

•

the 1999 Employee Long-Term Incentive Plan

•

the Directors' 20012002 Employee Stock OptionPurchase Plan

•

the Non-Qualified Employee Stock Purchase Plan

•

the 2002 Employee Stock Purchase2005 Long-Term Incentive Plan

•

the AATI 2005 Long-TermEquity Incentive Plan

•

the 2008 Director Long-Term Incentive Plan

•

the 2015 Long-Term Incentive Plan

•

AATI 2005 Equity Incentive Plan

        Except for the 1999 Employee Long-Term Incentive Plan (the "1999“1999 Employee Plan"Plan”) and the Non-Qualified Employee Stock Purchase Plan (the "Non-Qualified ESPP"“Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company'sCompany’s stockholders. A description of the material features of each non-stockholder approved plan is provided below under the headings "“1999 Employee Long-Term Incentive Plan"” and "“Non-Qualified Employee Stock Purchase Plan."”

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        The following table presents information about these plans as of October 2, 2015.September 29, 2017.

		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)			​	​Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a)		​	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)		​	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity compensation plans approved by security holders		​	4,979,655(1)		​	31.83		​	22,542,441(2)			2,841,594(1)			52.21			15,693,170(2)
Equity compensation plans not approved by security holders			396,052			7.74			278,274(3)		​	122,565		​	7.46		​	193,186(3)
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TOTAL		​	5,375,707		​	30.07		​	22,820,715			2,964,159			50.36			15,886,356
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(1)

Excludes 924,8741,121,638 unvested shares under restricted stock and RSU awards and 3,278,8621,494,850 unvested shares under PSAs, which figure assumes achievement of performance goals under the FY15FY17 PSAs at target levels.



(2)

Includes 955,539549,145 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 20,858,45114,465,627 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 728,451678,398 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the Directors' 2001 Stock Option Plan, the AATI 2005 Equity Incentive Plan or the 2005 Long-Term Incentive Plan.



(3)

Represents shares available under the Non-Qualified ESPP. No further grants will be made under the 1999 Employee Plan.

1999 Employee Long-Term Incentive Plan

        The 1999 Employee Plan provided for the grant of non-qualified stock options to purchase shares of the Company'sCompany’s 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 whichthat permit restrictions on vesting or transferability, as well as continued exercisability upon a participant'sparticipant’s termination of employment with the Company, of options granted thereunder. The 1999 Employee Plan provides for full acceleration of the vesting of options

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granted thereunder upon a "change“change in control"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 that affects outstanding options be consented to by the holder of the options. As of April 26, 2009, no additional grants were issuable under the 1999 Employee Long-Term Incentive Plan.

Non-Qualified Employee Stock Purchase Plan

        The Company also maintains the Non-Qualified ESPP 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 Company'sCompany’s common stock at a discount from the market price of the common stock at the time of purchase. The Non-Qualified ESPP 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.

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Compensation Committee Report


              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 Proxy Statement for the 2016 Annual Meeting of stockholders.

		THE COMPENSATION COMMITTEE
		Kevin L. Beebe Timothy R. Furey, Chairman Christine King David P. McGlade

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Proposal 5:
IntroductionAdvisory Vote to Proposals 4–8Ratify the Stockholder Special Meeting Provision
Regarding Elimination of Supermajority Vote Provisions from Our Charter
in the Company’s By-laws

        Our Restated Certificate of Incorporation, as amended, which we refer to below as the Charter, currently includes a number of supermajority voting provisions. After taking into consideration the approval byWe are providing our stockholders ofwith the opportunity to vote to ratify, on a stockholder proposal presented at our 2015 Annual Meeting and emerging trends in corporate governance,non-binding basis, the recent amendment by our Board of Directors hasto the By-laws to provide the Company’s stockholders the right to request a special meeting of stockholders. Specifically, our Board of Directors is asking stockholders to ratify its adoption in January 2018 of newly revised Article II, Section 3, of the By-laws (the “Stockholder Special Meeting Provision”), which requires the Company to call a special meeting of stockholders upon written request from record stockholders, acting on their own behalf or on behalf of the beneficial owners, who own shares that represent in the aggregate at least 25% of the outstanding shares of the Company’s common stock and who have held such shares continuously for at least one year prior to their request, subject to the terms and conditions set forth in the By-laws.

        The Board of Directors adopted the Stockholder Special Meeting Provision because it believes, as a matter of good corporate governance, that stockholders should be permitted to request special meetings. However, in adopting the Stockholder Special Meeting Provision, the Board of Directors also considered the disruption that special meetings cause to the Company’s business operations and approved amendmentsthe substantial costs they entail. Because organizing and preparing for a special meeting requires significant attention from our senior executives, diverting their focus from performing their primary functions of overseeing and operating our business in the best interests of all stockholders, the Board of Directors believes that special meetings should be called only to consider matters deemed by a significant portion of our Charterstockholders to removewarrant immediate attention and that cannot be deferred for consideration until the supermajority voting provisions and to make certain other changes as described below.

next annual meeting. The Board of Directors believes that the changes set forthStockholder Special Meeting Provision, and its 25% required ownership threshold in Proposals 4–8 are advisableparticular, strikes the appropriate balance between enhancing the rights of all stockholders and preventing the disruption and waste of corporate assets.

        The Stockholder Special Meeting Provision provides that to be in proper form to call a special meeting of the best interestsstockholders, the stockholder request must be made in writing by one or more stockholders owning at least 25% in aggregate voting power of our stockholders.shares entitled to vote on the matters to be brought before the proposed special meeting and who have held such shares for at least one year prior to making the request. The stockholder request must include certain information, including a statement of the purpose of the special meeting as well as an acknowledgement that any sale of shares by the requesting stockholder(s) prior to the special meeting will be deemed a revocation of the special meeting request with respect to the shares so disposed. Furthermore, the Stockholder Special Meeting Provision is designed to prevent duplicative and unnecessary meetings. The Board of Directors uponwould not be required to call a stockholder requested special meeting if, among other things, (i) the recommendationrequesting stockholder(s) do not continue to satisfy the 25% threshold of stock ownership through the date of the Nominating and Corporate Governance Committee, has unanimously approvedproposed special meeting, (ii) the stockholder request relates to an item of business that is not a proper subject for stockholder action under applicable law, (iii) the proposed amendments and declared them to be advisable, and recommends thatitem(s) of business are presented at another meeting called by the Company's stockholders adopt and approve the proposed amendments.

              Different voting standards apply to the various provisions proposed to be amended and, accordingly, different votes are required for the approval of Proposals 4–8, as specified in each proposal below. We are submitting these amendments to our stockholders as separate items so that our stockholders are able to express their views on each amendment separately. None of the proposals is conditioned upon approval of any other proposal; each proposal may be approved or rejected independently.

              The proposals that are approved by our stockholders at the 2016 Annual Meeting will be reflected in a Certificate of Amendment to our Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware following the meeting. Our Board of Directors reservesto be held within 120 days after receipt of the right, at any timestockholder request for such meeting, (iv) the Company receives the stockholder request during the period commencing 90 days prior to the effectivenessfirst anniversary date of the filingpreceding annual meeting of stockholders and ending on the date of the Certificatefinal adjournment of Amendment,the next annual meeting of stockholders, or (v) an identical or substantially similar item was presented at any meeting of stockholders held within 12 months (or within 90 days, in the case of director elections) prior to abandon the proposed amendments.Company’s receipt of the stockholder request.

        The following description above of the proposed amendments to our CharterStockholder Special Meeting Provision is a summary and is qualified in its entirety by the full text of the proposed amendments,Article II, Section 3, of our By-Laws, as amended, which is attached to this Proxy Statement as Appendix A.


Proposal 4:
Approval        Stockholder ratification of Amendment to the Charter to EliminateStockholder Special Meeting Provision is not required by the Supermajority Vote
Provisions Relating to Amendment of OurCompany’s By-laws


              The Charter currently provides that or other applicable legal requirements. As an advisory vote, this proposal is not binding and will not overrule any decision by the Board of Directors is authorized(or any committee thereof), nor will it create or imply any obligation to adopt, alter, amend, and repeal our By-laws, subjectsubmit for future stockholder ratification any subsequent change or addition to the powerCompany’s By-laws. However, our Board of Directors values the opinions expressed by our stockholders and will consider the outcome of the vote on this proposal when making future decisions regarding corporate governance matters. In the event stockholders fail to adopt, alter, or repeal By-laws made byratify the Board of Directors. The Charter currently requires the affirmative vote of holders of at least 66²/3% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, for any such adoption, amendment, or repeal of the By-laws by our stockholders. The Charter also requires the affirmative vote of holders of at least 66²/3% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provision regarding amendment to the By-laws.

              If stockholders approve this Proposal 4, the Charter will be amended to eliminate these supermajority voting requirements, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

              The amendment to the Charter that would be effected by approval of this Proposal 4 is shown in the text of Article TENTH, Paragraph 2, of the Charter provisions attached to this Proxy Statement as Appendix A.

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Vote Required to Approve Proposal 4


              ApprovalStockholder Special Meeting Provision, the Board of Directors may reconsider this amendment to the By-laws. Even if the Stockholder Special Meeting Provision is ratified, the Board of Directors, in its discretion, may at any time make changes to the 2016 AnnualStockholder Special Meeting requiresProvision and to the By-laws if the Board of Directors determines that such changes would be in the Company’s and stockholders’ best interests.

        The Company has omitted from the Proxy Statement a stockholder proposal requesting that it take the steps necessary to amend its governing documents to give the power to call special stockholder meetings to holders in the aggregate of 10% of the outstanding shares of the Company’s common stock. As detailed in a no-action request submitted by the Company to the staff of the Securities and Exchange Commission, the Company believes that the stockholder proposal is excludable on the basis that it directly conflicts with this Proposal 5 due to the different ownership threshold and that a vote for one proposal would be tantamount to a vote against the other. On March 23, 2018, the SEC’s Office of Chief Counsel issued a no-action letter in which it concurred with the Company’s position.

        The affirmative vote of the holders of at least 66²/3%a majority of the shares of our outstanding common stock.present in person or represented by proxy at the Annual Meeting and entitled to vote on such matter at the Annual Meeting is required to ratify the Stockholder Special Meeting Provision.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT STOCKHOLDERS VOTE "
TO RATIFY THE STOCKHOLDER SPECIAL MEETING PROVISION IN THE
COMPANY’S BY-LAWS BY VOTING “FOR" THIS PROPOSAL 4


Proposal 5:
Approval of Amendment to the Charter to Eliminate the Supermajority Vote
Provisions Relating to Stockholder Approval of a Merger or Consolidation,
Disposition of All or Substantially All of Our Assets, or
Issuance of a Substantial Amount of Our Securities


              The Charter currently requires, in addition to any other vote required by law, another provision of the Charter, or a contract to which we are party, the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, (a) for the adoption of any agreement for the merger or consolidation of the Company with or into any Other Corporation (as defined in the Charter), or (b) to authorize any sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of the assets of the Company or any Subsidiary (as defined in the Charter) to any Other Corporation, or (c) to authorize the issuance or transfer by the Company of any Substantial Amount (as defined in the Charter) of securities of the Company in exchange for the securities or assets of any Other Corporation. This supermajority vote is not required if the transaction has been approved by members of the Board of Directors who were directors prior to the time any such Other Corporation involved in the proposed transaction became a Beneficial Owner (as defined in the Charter) of 5% or more of the outstanding shares of stock of the Company entitled to vote for the election of directors. The Charter also requires the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions relating to stockholder approval of such a transaction.

              If stockholders approve this Proposal 5, the Charter will be amended to eliminate these supermajority voting requirements, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

              The amendment to the Charter that would be effected by approval of this Proposal 5 is shown in the text of Article ELEVENTH, Paragraphs 1 and 5, of the Charter provisions attached to this Proxy Statement as Appendix A.

Vote Required to Approve Proposal 5


              Approval of this amendment at the 2016 Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS” PROPOSAL 5

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Proposal 6:
Approval of Amendment to the Charter to Eliminate the Supermajority Vote
Provisions Relating to Stockholder Approval of a
Business Combination with Any Related Person


              The Charter currently requires the affirmative vote of holders of at least 90% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to approve a Business Combination with any Related Person (each as defined in the Charter), in addition to any other vote required by law or the Charter. The Charter also requires the affirmative vote of holders of at least 90% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions relating to stockholder approval of such a Business Combination.

              If stockholders approve this Proposal 6, the Charter will be amended to eliminate these supermajority voting requirements, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

              The amendment to the Charter that would be effected by approval of this Proposal 6 is shown in the text of Article TWELFTH, Paragraph 2, and Article TENTH, Paragraph 1(B), subpart (ii), of the Charter provisions attached to this Proxy Statement as Appendix A.

Vote Required to Approve Proposal 6


              Approval of this amendment at the 2016 Annual Meeting requires the affirmative vote of the holders of at least 90% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL 6


Proposal 7:
Approval of Amendment to the Charter to Eliminate the Supermajority Vote
Provision Relating to Stockholder Amendment of
Charter Provisions Governing Directors


              The Charter currently requires the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provisions governing the duties, number, term, election, removal, and liability of our directors.

              If stockholders approve this Proposal 7, the Charter will be amended to eliminate this supermajority voting requirement, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

              The amendment to the Charter that would be effected by approval of this Proposal 7 is shown in the text referring to Article SEVENTH within Article TENTH, Paragraph 1(B), subpart (i), of the Charter provisions attached to this Proxy Statement as Appendix A.

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Vote Required to Approve Proposal 7


              Approval of this amendment at the 2016 Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL 7


Proposal 8:
Approval of Amendment to the Charter to Eliminate the Supermajority Vote
Provision Relating to Stockholder Amendment of the
Charter Provision Governing Action by Stockholders


              The Charter currently requires the affirmative vote of holders of at least 80% of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock, to amend the Charter provision requiring that an action taken by stockholders be effected at an annual or special meeting, and not by written consent.

              If stockholders approve this Proposal 8, the Charter will be amended to eliminate this supermajority voting requirement, and the voting requirement in the future would be the affirmative vote of the holders of at least a majority of the shares of all classes of our stock entitled to vote for the election of directors, considered for this purpose as one class of stock.

              The amendment to the Charter that would be effected by approval of this Proposal 8 is shown in the text referring to Article THIRTEENTH within Article TENTH, Paragraph 1(B), subpart (i), of the Charter provisions attached to this Proxy Statement as Appendix A.

Vote Required to Approve Proposal 8


              Approval of this amendment at the 2016 Annual Meeting requires the affirmative vote of the holders of at least 80% of the shares of our outstanding common stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL 8

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Security Ownership of Certain
Beneficial Owners and Management


        To the Company'sCompany’s knowledge, the following table sets forth the beneficial ownership of the Company'sCompany’s common stock as of March 17, 2016,15, 2018, by the following individuals or entities: (i) each person or entity who beneficially owns 5%five percent (5%) or more of the outstanding shares of the Company'sCompany’s common stock as of March 17, 2016;15, 2018; (ii) the Named Executive Officers (as defined above under "in Item 11 “Information About Executive and Director Compensation"”); (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 March 17, 2016,15, 2018, there were 190,124,414182,165,379 shares of the Company'sCompany’s 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 sixty (60) days of March 17, 2016,15, 2018, 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			​	Number of Shares Beneficially Owned(2)		​	Percent of Class
Capital Research Global Investors									20,927,175(3)			11.49%
The Vanguard Group, Inc.		​	16,443,350(3)		​	8.65%		​	18,647,000(4)		​	10.24%
BlackRock, Inc.			13,484,992(4)			7.09%			13,206,360(5)			7.25%
Capital Research Global Investors		​	11,763,550(5)		​	6.19%
Ameriprise Financial, Inc.			9,768,802(6)			5.14%
Columbia Management Investment Advisers, LLC		​	9,764,382(7)		​	5.14%
David J. Aldrich			465,600(8)			(*)		​	354,854(6)		​	(*)
Kevin L. Beebe		​	72,046		​	(*)			53,171			(*)
Bruce J. Freyman			86,007(8)			(*)
Carlos S. Bori								​	13,112(6)		​	(*)
Timothy R. Furey		​	39,947		​	(*)			22,722			(*)
Peter L. Gammel								​	35,152(6)		​	(*)
Liam K. Griffin			99,334(8)			(*)			103,347(6)			(*)
Balakrishnan S. Iyer		​	13,555		​	(*)		​	16,330		​	(*)
Christine King			14,965			(*)			15,337			(*)
David P. McGlade		​	62,921		​	(*)		​	65,696		​	(*)
David J. McLachlan			69,921			(*)			65,096			(*)
Donald W. Palette		​	104,040(8)		​	(*)
Robert A. Schriesheim			63,188			(*)		​	68,015		​	(*)
Mark V.B. Tremallo		​	36,198(8)		​	(*)
All directors and executive officers as a group (13 persons)			1,181,238(8)			(*)
Kris Sennesael									21,176(6)			(*)
All current directors and executive officers as a group (14 persons)								​	861,390(6)		​	(*)

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*

Less than 1%



(1)

Unless otherwise set forth in the following notes, each person'sperson’s address is the address of the Company'sCompany’s principal executive offices at Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801, and stockholders have sole voting and sole 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.



(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 March 17, 201615, 2018 (the "Current Options"“Current Options”), as follows: Mr. Aldrich—245,924192,889 shares under Current Options; Mr. Beebe—15,000Bori—2,596 shares under Current Options; Mr. Freyman—33,750 shares under Current Options; Mr. Griffin—54,250 shares under Current Options; Ms. King—4,804 shares under Current Options; Mr. McLachlan—15,000 shares under Current Options; Mr. Palette—41,000 shares under Current Options; Mr. Tremallo—17,100 shares under Current Options; directors and executive officers as a group (13 persons)—

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442,978Current Options; Mr. Gammel—21,422 shares under Current Options; Mr. Griffin—29,000 shares under Current Options; Ms. King—2,401 shares under Current Options; Mr. Sennesael—13,193 shares under Current Options; current directors and executive officers as a group (14 persons)—261,501 shares under Current Options. Also includes 8,75015,250 shares of Company common stock to be issued to Mr. Griffin upon the vesting of restricted stock units within sixty (60) days of March 17, 2016.15, 2018.




The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the "Unvested RSUs"“Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the "Unvested PSAs"“Unvested PSAs”) that are not scheduled to vest within sixty (60) days of March 17, 2016,15, 2018, as follows: Mr. Aldrich—183,00032,726 shares under Unvested RSUs and 71,805 shares under Unvested PSAs; Mr. Freyman—25,000Beebe—1,992 shares under Unvested RSUs; Mr. Bori—11,337 shares under Unvested RSUs and 38,50016,680 shares under Unvested PSAs; Mr. Griffin—17,500Furey—1,992 shares under Unvested RSUs; Mr. Gammel—6,441 shares under Unvested RSUs and 79,40014,776 shares under Unvested PSAs; Mr. Palette—30,000Griffin—49,363 shares under Unvested RSUs and 54,00073,961 shares under Unvested PSAs; Mr. Tremallo—30,000Iyer—1,992 shares under Unvested RSUs; Ms. King—1,992 shares under Unvested RSUs; Mr. McGlade—1,992 shares under Unvested RSUs; Mr. McLachlan—1,992 shares under Unvested RSUs; Mr. Schriesheim—1,992 shares under Unvested RSUs; Mr. Sennesael—30,184 shares under Unvested RSUs and 16,803 shares under Unvested PSAs; current directors and executive officers as a group (13(14 persons)—72,500158,059 shares under Unvested RSUs and 416,900218,123 shares under Unvested PSAs.