Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Base Salary Increases and Executive Incentive Plan for Fiscal Year 2022

On May 13, 2021, the Compensation Committee of the Board of Directors
("Compensation Committee") of Xilinx, Inc. ("the Company") approved the
Executive Incentive Plan for fiscal year 2022 (the "2022 Incentive Plan"). The
2022 Incentive Plan is designed to tie executive compensation to the executive's
achievement of individual performance goals and the Company's achievement of
financial objectives. The 2022 Incentive Plan is effective as of April 4, 2021.

The 2022 Incentive Plan provides for a cash bonus calculated as a percentage of
the executive officer's base salary. For fiscal 2022, the Compensation Committee
approved the base salaries and the bonus targets of the Company's named
executive officers as follows:
Name and Position                      Base Salary ($)                       Bonus Target Percentage (%)
Victor Peng, President and Chief
Executive Officer                      950,000

150

Brice Hill, Executive Vice President
and Chief Financial Officer            565,000

100

William Madden, Executive Vice
President and General Manager, Wired
and Wireless Group                     540,000

100

Salil Raje, Executive Vice President
and General Manager, Data Center Group 540,000

100

Vamsi Boppana, Senior Vice President,
Central Engineering                    540,000

80

Mr. Peng's fiscal year 2022 base salary remained the same as his fiscal 2021 base salary.



Under the 2022 Incentive Plan, annual cash bonuses for the CEO and all other
executive officers are determined using three different components, each with a
different weighting. The three components are: (1) the Company's total revenue
(the "Revenue Component"), weighted at 25%; (2) the Company's operating margin
determined using non-GAAP measurements (the "OM Component"), weighted at 35%;
and (3) individual performance goals pertaining to each officer's position and
responsibilities (the "Individual Performance Component"), weighted at 40%. For
all executive officers other than the CEO, the Revenue Component, the OM
Component and the Individual Performance Component are measured and paid on a
semi-annual basis. For the CEO, the Revenue Component and the OM Component are
measured and paid on a semi-annual basis, and the Individual Performance
Component is measured and paid on an annual basis.

Revenue Component



The Revenue Component is designed to reward increases in the Company's total
revenue over the performance period. The Revenue Component is subject to a
minimum threshold for any payout and a multiplier that increases the payout
amount depending on Company performance. The Revenue Component multiplier begins
at 0.05 for the threshold performance level and increases to a maximum of 2.0,
rising in increments of between 0.05 and 0.10 at certain performance levels,
depending on total Company revenue for the performance period. The multiplier
increments are based on the Compensation Committee's assessment of the
difficulty associated with each corresponding increase in total revenue.

OM Component



The OM Component is designed to reward achievement of certain levels of the
Company's operating margin over the performance period. The OM Component is
subject to a minimum threshold for any payout and a multiplier that increases
the payout amount depending on Company performance. The OM Component multiplier
begins at 0.05 for the threshold performance level and increases to a maximum of
2.0, rising in increments of between 0.05 and 0.10 at certain performance
levels, depending on Company operating margin for the performance period. The
multiplier increments are based on the Compensation Committee's assessment of
the difficulty associated with each corresponding increase in operating margin.

Individual Performance Component

For all executive officers other than the CEO, the Individual Performance Component is based on a maximum of ten individual performance goals per semi-annual performance period. The CEO's Individual Performance Component is based on a maximum of ten individual performance goals for the annual performance period. For all executive officers, achievement of

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each goal is measured on a scale of 0% achievement to 150% achievement. The threshold for any payout of the Individual Performance Component is 50% overall achievement, and the maximum performance is capped at 150%.

Named Executive Officer Equity Grants



The Compensation Committee also approved restricted stock unit ("RSU") awards to
the executive officers with an effective grant date of July 12, 2021, subject to
both performance- and time-based vesting provisions. The target number of RSUs
is calculated by dividing a cash value by the average closing price of the
Company's common stock reported on the NASDAQ Stock Market during the period of
30 trading days ending on, and including, the date of grant, rounded up to the
nearest 500th stock unit. For fiscal 2022, the total award value for these RSUs
are as follows:

Name and Position                       Total Award Value ($)
Victor Peng, President and Chief
Executive Officer                       14,500,000
Brice Hill, Executive Vice President
and Chief Financial Officer             2,800,000
William Madden, Executive Vice
President and General Manager, Wired
and Wireless Group                      3,500,000
Salil Raje, Executive Vice President
and General Manager, Data Center Group  3,500,000
Vamsi Boppana, Senior Vice President,
Central Engineering                     3,800,000


For Mr. Peng, 50% of the RSUs are contingent on vesting conditions based on
performance metrics as described below and the remaining 50% will vest in four
equal annual installments, starting one year from the grant date. For Messrs.
Hill, Madden, Raje, and Boppana, 20% of their respective RSUs are contingent on
vesting conditions based on performance metrics as described below and the
remaining 80% will vest in four equal annual installments, starting one year
from the grant date.

The performance-based RSUs have three performance-based metrics, including (1)
new product revenue weighted at 25%; (2) EBITDA weighted at 25%; and (3)
strategic initiatives and product execution weighted at 50%. Following the end
of fiscal 2022, the Compensation Committee will evaluate the performance metrics
and determine the degree of overall achievement, between 0% and 200% for the
financial performance metrics and between 0% and 150% for the non-financial
performance metric. The number of earned performance-based RSUs may increase
with over achievement of the applicable performance metrics, up to a weighted
maximum of 175% of the target number of performance-based RSUs. Following
determination of the number of performance-based RSUs earned, those RSUs will be
subject to time-based vesting in three equal annual installments, starting one
year from the date of grant.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit No.                      Description
104                              Cover Page Interactive Data File (the Cover Page XBRL tags are
                                 embedded within the Inline XBRL document)

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