XILINX INC (Form: 8-K, Received: 07/05/2007 16:32:37)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 2, 2007

XILINX, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

2100 Logic Drive, San Jose, California	95124
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (408) 559-7778

	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee of the Board of Directors of Xilinx, Inc. (the “Company”) approved the grant of nonstatutory stock options (“Option”) and the award of performance-based restricted stock units (“RSU Award”) to the named executive officers identified below (“Participant”), for the following number of shares of the Company’s common stock:

Participant	Number of Shares	Aggregate Number of Shares
	Subject to Option	Subject to RSU Awards
Jon Olson	56,250	22,000
Patrick Little	26,250	14,500
Boon C. Ooi	33,750	15,250
Omid Tahernia	30,000	14,500

The above grants and awards were made pursuant to the terms and conditions of the 2007 Equity Incentive Plan and were effective as of July 2, 2007 (the “Grant Date”).

Each Option was granted with an exercise price equal to $26.97, the closing price of the Company’s common stock on the NASDAQ Global Select Market on the Grant Date. Each Option will, if not earlier terminated in accordance with its terms, terminate and cease to be exercisable on the seventh anniversary of the Grant Date. Subject to the Participant’s continued service with the Company through the applicable vesting date, the Option will vest over the four-year period following the Grant Date in 48 substantially equal monthly installments.

An RSU Award represents the right of the Participant to receive on the vesting date, without payment of monetary consideration, a number of shares of the Company’s common stock equal to the number of restricted stock units vesting on such date. Subject to the achievement of a specified performance goal and the Participant’s continued service with the Company through the applicable vesting date, the RSU Award will vest over a four-year period in four annual installments on the anniversary of the Grant Date. The exact number of restricted stock units vesting on each annual vesting date will depend on the extent to which the performance goal is satisfied. The performance goal applicable to each annual vesting date is based on the average operating margin percentage achieved by the Company over the two-year period ending on the last day of the Company’s most recently completed fiscal year, as compared to the average operating margin percentage of 20 other companies in the logic-based semiconductor industry identified by the Compensation Committee. In order to achieve 100% of the annual vesting amount, the Company must rank in the top one-third of the companies identified by the Compensation Committee.

A copy of the form of performance-based RSU Award agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Option agreement was filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2007 and is incorporated herein by reference. The Options and RSU Awards are subject to the applicable provisions of the 2007 Equity Incentive Plan, a copy of which was filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2007.

Item 9.01 Financial Statements and Exhibits:

(d) Exhibits

Exhibit No.		Description
99.1		Form of performance-based RSU Award agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XILINX, INC.


Date: July 5, 2007	By: /s/ Jon A. Olson
	Jon A. Olson Senior Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Form of performance-based RSU Award agreement

XILINX, INC.

PERFORMANCE-BASED RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

A. The Board has adopted the Xilinx, Inc. 2007 Equity Incentive Plan (the “Plan”) for the purpose of retaining the services of selected Employees, Non-Employee Directors and Consultants.

B. Participant is to render valuable services to the Company (or a Subsidiary), and this Restricted Stock Unit Issuance Agreement (the “Agreement”) is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s award of Restricted Stock Units to Participant under the Plan.

C. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Plan.

NOW, THEREFORE , it is hereby agreed as follows:

1. Grant of Restricted Stock Units . The Company hereby awards to Participant, as of the Award Date, the Number of Restricted Stock Units set forth in the Award Summary below (the “Award”). The Restricted Stock Units are awarded pursuant to and in all respects subject to the terms and conditions of the Plan, as amended to the Award Date, the provisions of which are incorporated herein by reference. Each Restricted Stock Unit represents the right to receive one Share on the specified issuance date provided that such unit becomes a Vested RSU. The terms and conditions governing the Award shall be as set forth in this Agreement.

Participant is not required to make any monetary payment (other than applicable taxes, if any) as a condition to receiving the Award or Shares issued upon settlement of the Award, the consideration for which shall be past services actually rendered and/or future services to be rendered to the Company (or Subsidiary) or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, Participant shall furnish consideration in the form of cash or past services rendered to the Company (or Subsidiary) or for its benefit having a value not less than the par value of the Shares issued upon settlement of the Award.

AWARD SUMMARY

Participant :

Award Date :			, 200

Number of		(the “RSUs”)
Restricted Stock
Units :

RSU Vesting Schedule :	Subject to Participant’s continued Service through the applicable “Vesting Date” (except in the event of Participant’s death as provided below), RSUs shall vest, if at all, and become “Vested RSUs” on each applicable Vesting Date as set forth in Exhibit A attached hereto, the terms and conditions of which are incorporated herein.

Share Issuance Schedule :	Each Vested RSU shall be settled by issuance to Participant of one (1) Share as soon as practicable following the applicable Vesting Date, but in no event later than the close of the calendar year in which such Vesting Date occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following such Vesting Date. The settlement of Vested RSUs by issuance of Shares shall be subject to the Company’s collection of all applicable Withholding Taxes (as defined below). The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Section 6 of this Agreement. In no event, however, shall any fractional Shares be issued. Accordingly, the total number of Shares to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole Share in order to avoid the issuance of a fractional Share.

2. Limited Transferability . No portion of this Award with respect to which Shares have not been issued in settlement thereof shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of Participant or Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during Participant’s lifetime only by Participant or Participant’s guardian or legal representative.

3. Termination of Service . Should Participant’s Service cease or terminate for any reason prior to vesting in one or more RSUs subject to this Award (except to the extent of the additional vesting provided in the event of Participant’s death, as set forth in Exhibit A attached hereto), then the Award will be immediately cancelled with respect to those RSUs which remain unvested as of the date of such termination of Service. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled unvested RSUs and shall not be entitled to any payment therefor.

4. Stockholder Rights . Participant shall have no rights as a stockholder with respect to any Shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 5.

5. Adjustment in Shares . In the event of any increase or decrease in the number of issued and outstanding Shares resulting from the declaration or payment of a stock dividend, any recapitalization resulting in a stock split-up, or exchange of shares or other increase or decrease in such shares effected without the Company’s receipt of consideration, then equitable adjustments shall be made to the total number of RSUs subject to the Award with respect to which Shares have not been issued and to the Shares issuable pursuant to this Award in such manner as the Committee deems appropriate.

6. Collection of Withholding Taxes .

(a) Until such time as the Company provides Participant with written or electronic notice to the contrary, Participant may pay the Withholding Taxes through one of the following methods:

(i) Participant’s delivery of his or her separate check payable to the Company in the amount of the Withholding Taxes,

(ii) the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002, or

(iii) an automatic withholding procedure pursuant to which the Company will reduce, on the settlement date, the number of Vested RSUs that would otherwise be settled by the issuance of Shares by a number of Vested RSUs representing rights to receive Shares having a Fair Market Value (measured as of the issuance date) equal to the amount of the Withholding Taxes (the “RSU Withholding Method”); provided, however , that the amount of any Vested RSUs so withheld shall not exceed the amount necessary to satisfy the Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income.

(b) In the event the Company has not received from Participant on or before the issuance of Shares in settlement of the Award, (A) payment in accordance with Section 6(a)(i) above or (B) an irrevocable commitment to effect a next-day sale of the Shares in accordance with Section 6(a)(ii) above, then the Company shall automatically collect the Withholding Taxes through the RSU Withholding Method.

(c) For purposes of this Agreement, “Withholding Taxes” shall mean (i) the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of RSUs under the Award and (ii) the federal, state and local income taxes required to be withheld by the Company in connection with the issuance of Shares in settlement of Vested RSUs.

7. Compliance with Laws and Regulations . The grant of the Award and issuance of Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction or authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

8. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant, Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate.

9. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

10. Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without resort to that State’s conflict-of-laws rules.

11. Employment at Will . Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without Cause.

12. Delivery of Documents and Notices . Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at such address as such party may designate in writing from time to time.

(a) The Plan documents, which may include but do not necessarily include: the Plan, this Agreement, the prospectus for the Plan, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to Participant electronically. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Participant acknowledges that Participant has read Section 12 of this Agreement and consents to the electronic delivery of the Plan documents and the delivery of the Exercise Notice, as described in Section 12(a). Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant by contacting the Company by telephone or in writing. Participant further acknowledges that Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, Participant understands that Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. Participant may revoke his or her consent to the electronic delivery of documents described in Section 12 or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.

13. Further Instruments . The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

14. Integrated Agreement . This Agreement, including Exhibit A attached hereto, and the Plan, together with any employment, service or other agreement between Participant and the Company (or Subsidiary) referring to this Award, shall constitute the entire understanding and agreement with respect to the subject matter contained herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among Participant and the Company (or Subsidiary) with respect to such subject matter. To the extent contemplated herein, the provisions of this Agreement and the Plan shall survive any settlement of this Award and shall remain in full force and effect.

By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and Participant agree that the Award is governed by this Agreement and by the provisions of the Plan. Further, Participant: (a) acknowledges receipt of and represents that Participant has read and is familiar with this Agreement, the Plan and a prospectus for the Plan, (b) accepts this Award subject to all of the terms and conditions of this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement or the Plan.

Xilinx, Inc.

Wim Roelandts
Chief Executive Officer

Participant

____________________________

     Attachments:
      Exhibit A (Vesting Schedule)
     2007 Equity Incentive
     Plan Plan Summary and Prospectus

EXHIBIT A

VESTING SCHEDULE

A. DEFINITIONS

Unless otherwise defined below, capitalized terms used in this Exhibit A shall have the meanings assigned to such terms by the Agreement to which this Exhibit A is attached or by the Plan.

1. “ Carryover RSUs ” mean, for any Vesting Date, that portion, if any, of the Target RSUs for the immediately preceding Vesting Date which were not certified by the Committee as Vested RSUs as of such preceding Vesting Date. That portion, if any, of the Target RSUs for the first Vesting Date which do not vest on such date will be treated as Carryover RSUs only on the second Vesting Date. That portion, if any, of the Target RSUs for the second Vesting Date which do not vest on such date will be treated as Carryover RSUs only on the third Vesting Date. That portion, if any, of the Target RSUs for the third Vesting Date which do not vest on such date will be treated as Carryover RSUs only on the fourth Vesting Date. No portion of the Target RSUs for the fourth Vesting Date which do not vest on such date will be treated as Carryover RSUs. Therefore, Target RSUs for any Vesting Date which are not certified by the Committee as Vested RSUs as of such Vesting Date may only be treated as Carryover RSUs on the next subsequent Vesting Date.

2. “ Company Measurement Date ” means the last day of the most recent fiscal year of the Company ending on or before the applicable Vesting Date.

3. “ Comparator Company ” means, individually, each of the following companies: [INSERT COMPANY NAMES]. Notwithstanding the foregoing, no such company shall be treated as a Comparator Company with respect to any Company Measurement Date if either (a) such company has, as of such Company Measurement Date, ceased to be subject to the requirement to file publicly available financial statements with the Securities and Exchange Commission or a similar foreign securities regulatory authority or (b) such company has failed to file such publicly available financial statements for each of the most recent four fiscal quarters of such company ended prior to such Company Measurement Date.

4. “ Net Revenues ” mean, with respect to the Company or a Comparator Company for a given fiscal period, the net revenues determined in accordance with generally accepted accounting principles (except as provided by Section B.1(a) below), as set forth in the consolidated income statement of such entity for such fiscal period.

5. “ Operating Income ” means, with respect to the Company or a Comparator Company for a given fiscal period, the operating income determined in accordance with generally accepted accounting principles (except as provided by Section B.1(a) below), as set forth in the consolidated income statement of such entity for such fiscal period.

6. “ Operating Margin Percentage ” means, with respect to the Company or a Comparator Company for a given fiscal period(s), the quotient, expressed as a percentage, determined by dividing the Operating Income for such fiscal period(s) by the Net Revenues for such fiscal period(s).

7. “ Reported Fiscal Quarter ” means a fiscal quarter of a Comparator Company for which such company has filed publicly available financial statements with the Securities and Exchange Commission or similar foreign securities regulatory authority.

8. “ Target RSUs ” mean, with respect to each of the four (4) Vesting Dates under the Award, twenty-five percent (25%) of the Number of Restricted Stock Units, as set forth in the Award Summary.

9. “ Two-Year Average Operating Margin Percentage ” means, with respect to any Vesting Date, a percentage determined as follows:

(a) Company. With respect to the Company, the simple average of (i) the Operating Margin Percentage for the fiscal year of the Company ending on the applicable Company Measurement Date and (ii) the Operating Margin Percentage for the second most recent fiscal year of the Company ending prior to the applicable Company Measurement Date.

(b) Comparator Company. With respect to a Comparator Company, the simple average of (i) the Operating Margin Percentage for the four most recent Reported Fiscal Quarters of the Comparator Company ending on or before the applicable Company Measurement Date and (ii) the next four most recent Reported Fiscal Quarters of the Comparator Company ending on or before the applicable Company Measurement Date.

10. “ Vested Percentage ” means, with respect to any Vesting Date, the Vested Percentage for such Vesting Date determined in accordance with Section B.1(c) below.

11. “ Vesting Date ” means, respectively, each of the first four (4) anniversaries of the Award Date.

B. DETERMINATION OF VESTING

1. Normal Determination. On or before each Vesting Date, the Committee shall certify in writing the extent to which the Target RSUs and any Carryover RSUs with respect to such Vesting Date will become Vested RSUs on such Vesting Date, provided that Participant’s Service has not terminated prior to such Vesting Date (except due to the death of Participant as provided below). The Committee’s determination of the number of RSUs that may become Vested RSUs on a given Vesting Date shall be made as follows:

(a) On or before the Vesting Date, the Committee shall certify in writing its determination of the Two-Year Average Operating Margin Percentage of the Company and of each Comparator Company with respect to such Vesting Date. In making this determination, the Committee is authorized to make such adjustments as it determines appropriate and advisable, in its discretion, in accordance with Section 10.4 of the Plan.

(b) The Committee shall rank the Company and each Comparator Company in order of their respective Two-Year Average Operating Margin Percentages, from highest to lowest.

(c) The Committee shall determine the Vested Percentage applicable to such Vesting Date based on the Company’s position in such ranking as follows:

Company Ranking	Vested Percentage
INSERT	INSERT
RANKING	PERCENTAGE

(d) The number of RSUs that may become Vested RSUs on such Vesting Date shall be the sum of (i) the product of the Target RSUs and the applicable Vested Percentage and (ii) the product of the Carryover RSUs, if any, and the applicable Vested Percentage.

2. Determination upon Death of Participant . In the event of the death of Participant, the Award shall immediately vest with respect to a number of RSUs equal to the sum of the number of Target RSUs, if any, and the number of Carryover RSUs, if any, applicable to the next Vesting Date that would otherwise occur following the date of Participant’s death. The date of Participant’s death shall be treated as the final Vesting Date under the Award, and the Vested RSUs shall be settled in accordance with the Share Issuance Schedule set forth in the Award Summary. Except as provided by this Section, the Award will be immediately cancelled with respect to those RSUs which remain unvested as of the date Participant’s death. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled unvested RSUs and shall not be entitled to any payment therefor.

* * * *