EXHIBIT 10.13
January 5, 1996
Mr. Willem P. Roelandts
802 Mesa Court
Palo Alto, CA 94306
Dear Wim,
We are pleased to offer you a position with Xilinx, Inc. as Chief
Executive Officer reporting directly to the Board of Directors.
The salary for this position will be $41,667.00 per month
(subject to annual focal review). Your Management Incentive
Bonus will be targeted at 60% of your base pay and will be based
on performance goals set by the Board. The first two FY97
quarters will be guaranteed (April - September 1996).
In addition, you will be offered a nonstatutory stock option to
acquire 800,000 shares of common stock at a price per share
equivalent to the fair market value, which will be set on your
date of hire, in a meeting of the Compensation Committee of the
Board of Directors. These options will vest at the rate of 1.66%
per month for the following five (5) years and will start from
your date of hire.
As an additional company paid benefit, Xilinx will provide you a
6 million dollar Term Life Insurance Policy for a period of 2
years following your commencement of employment with
beneficiaries to be designated at your sole discretion.
Other benefits include, but are not limited to, group medical and
dental insurance for you and your dependent(s) and company paid
life and long-term disability insurance for you.
Upon commencement of your employment, I will ask the Board to
appoint you as a member of the Board of Directors with the
understanding that all board positions are subject to shareholder
approval each year at the Annual Meeting.
In the event of a change in control due to the sale or merger of
the Company, and you are terminated by the Company without cause
within one year of the change in control, you will be eligible
for two years' base pay, two years' target bonus, two years'
medical and dental insurance and all unvested stock options will
be vested. Medical and dental coverage will include premium
payments under COBRA for 18 months continuation of the Company's
existing policies and payment of premiums (not to exceed the
existing premium amounts) for an additional 6 months under a
policy selected by you.
Mr. Willem P. Roelandts
Page Two
January 5, 1996
A "change in control" of the Company shall be deemed to have
occurred if:
(a) any person or entity is or becomes the beneficial
owner, directly or indirectly, of securities
of the company representing 50% or more of the
combined voting power of the Company's then outstanding
securities;
(b) there occurs a merger or consolidation of the Company
with any other corporation, other than 1) a merger or
consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto
continuing to represent(either by remaining outstanding
or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such
merger or consolidation or 2) a merger or consolidation
effected to implement a recapitalization of the Company
(or similar transaction) in which no person or entity
acquires more than 50% or more of the combined voting power
of the Company's then outstanding securities; or
(c) the Company sells or disposes of all or substantially
all of the Company's assets.
In the event your employment with Xilinx is terminated for any
reason by Xilinx other than for cause within the first two years
of employment, you will be eligible for two years' base pay, two
years' target bonus, and two years' medical and dental insurance
and the company will vest any unvested shares of your new hire
stock options that would have vested had you remained an employee
for two full years from the commencement of your employment.
Medical and dental coverage will include premium payments under
COBRA for 18 months continuation of the Company's existing
policies and payment of premiums (not to exceed the existing
premium amounts) for an additional 6 months under a policy
selected by you.
In the event you are terminated for cause or leave the company
voluntarily, you will not be eligible for any severance payments.
For purposes of this offer, "cause" is described as the
commission of a felony, or the commission of any act which
materially, adversely affects the Company.
Mr. Willem P. Roelandts
Page Three
January 5, 1996
Should any dispute arise regarding this offer of employment, we
agree that we will arbitrate that dispute under such rules and
procedures as we may agree, or failing to agree, under the rules
and procedures of The American Arbitration Association.
Enclosed is a Employment Eligibility Verification form. Please
read it, complete it, and return it to our Human Resources
Department on your first day of employment, along with the
documents asked for, which we are required by law to examine.
Also enclosed is a Proprietary Information and Inventions
Agreement. This offer is contingent upon your completion of this
form. Also, please complete the enclosed employment application
form and return it to us.
Wim, if you accept our offer, please acknowledge so by signing
and dating the enclosed copy of this letter and returning it to
us as soon as possible.
We look forward to your joining Xilinx, Inc.
Sincerely,
/s/ Bernard V. Vonderschmitt
Bernard V. Vonderschmitt
CEO
ACCEPTED: DATE:
/s/ Willem P.Roelandts 1/11/96