Common use of Limitation on Benefits Clause in Contracts

Limitation on Benefits. 6.1. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to you, or for your benefit, under any other Skyworks plan or agreement (such payments or benefits, the “Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you received all of the Benefits (such reduced amount, the “Limited Benefit Amount”). 6.2. A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 and the amount of such Limited Benefit Amount shall be made by Skyworks’ independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefits. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and to Skyworks the Executive within ten (10) business days of the date on which your right to of termination of the Benefits is triggered (Executive’s employment, if requested at that time by you or by Skyworks) applicable, or such other time as reasonably requested by you the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Skyworksthe Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless you provide the Executive provides written notice to Skyworks the Company within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and the Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement Agreement, and payments and benefits provided to you, or for your benefit, under any other Skyworks plan or agreement (such payments or benefits, the “Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you received all of the Benefits (such reduced amount, the “Limited Benefit Amount”). 6.2. A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 and the amount of such Limited Benefit Amount shall be made by Skyworks’ independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefits. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. Notwithstanding anything contained in (i) The benefits that the Executive may be entitled to receive under this Agreement to the contrary, to the extent and other benefits that the payments Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and benefits 4999 of the Internal Revenue Code of 1986 (the “Code”). As provided to you, or for your benefit, under any other Skyworks plan or agreement (such payments or benefitsin this Section 11(e), the “Benefits”) would Parachute Payments will be subject reduced if, and only to the excise extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. (ii) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (iii) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Participant to tax imposed under Section 4999 of the Code (the “Excise TaxCapped Payments”). Thereafter, the Benefits shall be reduced (but not below zero) if and Accounting Firm will determine the Net After Tax Amount attributable to the extent that a Capped Payments. (iv) The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction in to be directed by the Benefits would result in your retaining a larger amountExecutive) and then by reducing the amount of any cash benefits under this Agreement or any other plan, on an after-tax basis agreement or arrangement (taking into account federal, state and local income taxes with the source of the reduction to be directed by the Executive). The Accounting Firm will notify the Executive and the Excise Tax), than Company if you received all of it determines that the Benefits (such reduced amount, the “Limited Benefit Amount”). 6.2. A determination as to whether the Benefits shall Parachute Payments must be reduced to the Limited Benefit Amount pursuant to Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (v) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 6 11(e), it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 11(e) (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 11(e) (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment will be treated for all purposes as a loan ab initio that the Executive must repay to the Company together with interest at the applicable Federal rate under Section 7872 of the Code; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed thereunder. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of such Limited Benefit that Underpayment will be paid to the Executive promptly by the Company. (vi) For purposes of this Section 11(e), the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date. For purposes of this Section 11(e), the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by Skyworks’ independent public accountants the foregoing taxes on income of the same character as the Parachute Payments or another certified public accounting firmCapped Payments, executive compensation consulting firm or law firm as applicable, in effect on the date of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expensepayment. The Firm shall provide its determination (the “Determination”For purposes of this Section 11(e), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) business days of the date on which your right to Code, determined in accordance with the Benefits is triggered (if requested at that time by you regulations promulgated or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefitsproposed thereunder. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. Notwithstanding anything contained in (i) The benefits that the Executive may be entitled to receive under this Agreement to the contrary, to the extent and other benefits that the payments Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement and benefits provided Agreement, are referred to youas “Payments”), or for your benefit, under any other Skyworks plan or agreement (such payments or benefits, the “Benefits”) would be may constitute Parachute Payments that are subject to the excise tax imposed under Section Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”). As provided in this Section 11(e), the Benefits shall Parachute Payments will be reduced (but not below zero) if if, and only to the extent that that, a reduction in will allow the Benefits Executive to receive a greater Net After Tax Amount than the Executive would result in your retaining receive absent a larger amountreduction. (ii) The Company will first determine the amount of any Parachute Payments that are payable to the Executive. The Company also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (iii) The Company will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, on an after-tax basis the Company will determine the Net After Tax Amount attributable to the Capped Payments. (taking into account federaliv) The Executive will receive the total Parachute Payments or the Capped Payments, state and local income taxes and whichever provides the Excise Tax)Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, than if you received all the total Parachute Payments will be adjusted by first reducing the amount of any Payments that are not “deferred compensation” under Code Section 409A (first reducing any such noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the Benefits reduction to be directed by the Executive) and then by reducing the amount of any such cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Executive) and thereafter by reducing Payments that are “deferred compensation” under Code Section 409A (any such reduced amountnoncash benefits under this Agreement or any other plan, agreement or arrangement (with the “Limited Benefit Amount”source of the reduction to be directed by the Executive). 6.2. A determination as to whether The Company will notify the Benefits shall Executive if it determines that the Parachute Payments must be reduced to the Limited Benefit Amount pursuant to Capped Payments and will send the Executive a copy of its detailed calculations supporting that determination. (v) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Company makes its determinations under this Section 6 11(e), it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 11(e), (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 11(e), (“Underpayments”). If the Company determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Company believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment will be treated for all purposes as a loan ab initio that the Executive must repay to the Company together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Company determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Company will notify the Executive of that determination and the amount of such Limited Benefit that Underpayment will be paid to the Executive promptly by the Company. (vi) In making any of the calculations or determinations contemplated by this Section 11(e), the Company may retain or rely on the advice of one or more professional service firms, including but not limited to its independent registered public accountant, its normal outside legal counsel, its normal outside compensation consultant, or other firms with experience in making calculations contemplated by Section 280G of the Code. For purposes of this Section 11(e), the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by Skyworks’ independent public accountants the foregoing taxes on income of the same character as the Parachute Payments or another certified public accounting firmCapped Payments, executive compensation consulting firm or law firm as applicable, in effect on the date of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expensepayment. The Firm shall provide its determination (the “Determination”For purposes of this Section 11(e), together the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with detailed supporting calculations Code Section 280G and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you regulations promulgated or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefitsproposed thereunder. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you Executive received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Executive shall have given prior written notice specifying a different order to Company to effectuate the Limited Benefit Amount, Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks Company (the “Accounting Firm”) at Skyworks’ Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you Company and Executive within five (5) days of the date of termination of Executive’s employment, if applicable, or such other time as requested by Company or Executive (provided Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to any Benefits, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless Executive provides written notice to Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you Executive received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Executive shall have given prior written notice specifying a different order to Company to effectuate the Limited Benefit Amount, Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks Company (the “Accounting Firm”) at Skyworks’ Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you Company and Executive within five (5) days of the date of termination of Executive’s employment, if applicable, or such other time as requested by Company or Executive (provided Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to any Benefits, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless Executive provides written notice to Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to Executive that you dispute Executive disputes such Determination, the Determination shall be binding, final and conclusive upon you Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “"Benefits”") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”"Code"), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “"Limited Benefit Amount”"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company's independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “"Accounting Firm”") at Skyworks’ the Company's expense. The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to you the Company and the Executive within five (5) days of the date of termination of the Executive's employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and the Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute she disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company's independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company's expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and to Skyworks the Executive within ten (10) business days of the date on which your right to of termination of the Benefits is triggered (Executive's employment, if requested at that time by you or by Skyworks) applicable, or such other time as reasonably requested by you the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Skyworksthe Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless you provide the Executive provides written notice to Skyworks the Company within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. 6.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to you, or for your benefit, under any other Skyworks plan or agreement (such payments or benefits, the “Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you received all of the Benefits (such reduced amount, the “Limited Benefit Amount”). 6.2. 6.2 A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 and the amount of such Limited Benefit Amount shall be made by Skyworks’ independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefits. 6.3. 6.3 Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks employer plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you Executive received all of the Benefits (such reduced amount, amount is hereinafter referred to as the “Limited Benefit Amount”). Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the “Determination” (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and to Skyworks Executive within ten five (105) business days of the date on which your right to the Benefits is triggered (of termination of Executive’s employment, if requested at that time by you or by Skyworks) applicable, or such other time as reasonably requested by you the Company or by Skyworks. Unless you provide written notice to Skyworks within ten Executive (10) business days provided Executive reasonably believes that any of the delivery Benefits may be subject to you of the Determination that you dispute such Determination, Excise Tax) and if the Determination shall be binding, final and conclusive upon you and Skyworks. If the Accounting Firm determines that no Excise Tax is payable by you Executive with respect to any Benefits, it shall furnish Executive with an opinion reasonably acceptable to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion Executive that no Excise Tax will be imposed with respect to any such Benefits. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code (the “Excise Tax”)Code, the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice (to the extent such a notice does not result in any tax liability under Section 409A of the Code) specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and the Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you Executive received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Executive shall have given prior written notice specifying a different order to Company to effectuate the Limited Benefit Amount, Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks Company (the “Accounting Firm”) at Skyworks’ Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you Company and Executive within five (5) days of the date of termination of Executive’s employment, if applicable, or such other time as requested by Company or Executive (provided Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to any Benefits, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless Executive provides written notice to Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to Executive that you dispute she disputes such Determination, the Determination shall be binding, final and conclusive upon you Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. The Company will reasonably cooperate with the Executive as to such matters. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, firm or executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Firm”) at Skyworks’ the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and to Skyworks the Executive within ten (10) business days of the date on which your right to of termination of the Benefits is triggered (Executive’s employment, if requested at that time by you or by Skyworks) applicable, or such other time as reasonably requested by you the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Firm determines that no Excise Tax is payable by Skyworksthe Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless you provide the Executive provides written notice to Skyworks the Company within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to you, or for your benefit, under any other Skyworks plan or agreement (such payments or benefits, the “Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you received all of the Benefits (such reduced amount, the “Limited Benefit Amount”). 6.2. A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 and the amount of such Limited Benefit Amount shall be made by Skyworks’ independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks (the “Firm”) at Skyworks’ expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefits. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, Employee under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you Employee received all of the Benefits (such reduced amount, amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to Company to effectuate the Limited Benefit Amount, Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks Company (the “Accounting Firm”) at Skyworks’ Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you Company and Employee within five (5) days of the date of termination of Employee’s employment, if applicable, or such other time as requested by Company or Employee (provided Employee reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Employee with respect to any Benefits, it shall furnish Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any such Benefits. Unless Employee provides written notice to Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to Employee that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsEmployee. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. Notwithstanding anything contained in (1) If any of the compensation or benefits payable, or to be provided, to Employee by the Bank under this Agreement to are treated as Excess Severance Payments (whether alone or in conjunction with payments or benefits outside of this Agreement), the contrary, to the extent that the payments compensation and benefits provided under this Agreement shall be modified or reduced in the manner provided in (2) below to the extent necessary so that the benefits payable or to be provided to Employee under this Agreement that are treated as Severance Payments, as well as any payments or benefits provided outside of this Agreement that are so treated, shall not cause the Bank to have paid an Excess Severance Payment. In computing such amount, the parities shall take into account all provisions of Code Section 280G, and the regulations thereunder, including making appropriate adjustments to such calculation for amounts established to be Reasonable Compensation. If Employee becomes entitled to compensation and benefits provided under this Agreement and such payments are considered to yoube Severance Payments contingent upon a Change in Control, Employee shall be required to mitigate breach of contract damages (but only with respect to amounts that would be treated as Severance Payments) by reducing the amount of damages he is entitled to receive by any compensation and benefits he earns from subsequent employment (but shall not be required to seek such employment) during the 12-month period after termination (or such other period as he is entitled to extended benefits). (2) In the event that the amount of any Severance Payments which would be payable to or for your benefitthe benefit of Employee under this Agreement must be modified or reduced to comply with this Section XII, under Employee shall direct which Severance Payments are to be modified or reduced; provided, however, that no increase in the amount of any other Skyworks plan -------- ------- payment or agreement change in the timing of the payment shall be made without the consent of the Bank. (such payments or benefits, 3) This Section XII shall be interpreted so as to avoid the “Benefits”) would be subject to the imposition of excise tax imposed taxes on Employee under Section 4999 of the Code or the disallowance of a deduction to the Bank pursuant to Section 280G(a) of the Code with respect to amounts payable, or to be provided, under this Agreement. Notwithstanding the foregoing, in no event will any of the provisions of this Section XII create, without the consent of Employee, an obligation on the part of Employee to refund any amount to the Bank following payment of such amount. (4) In addition to the “Excise Tax”)limits otherwise provided in this Section XII, the Benefits shall be reduced (but not below zero) if and to the extent that a reduction permitted by law, Employee may in his sole discretion elect to reduce any payments or benefits he may be eligible to receive under this Agreement to prevent the Benefits would result in your retaining a larger amount, imposition of excise taxes on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you received all Employee under Section 4999 of the Benefits Code. (such reduced amount5) For purposes of this Section XII, the “Limited Benefit Amount”).following definitions shall apply: 6.2. A determination (I) Excess Severance Payment" - The term AExcess Severance -------------------------- Payment" shall have the same meaning as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this term "excess parachute payment" defined in Section 6 and the amount of such Limited Benefit Amount shall be made by Skyworks’ independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks (the “Firm”280G(b)(1) at Skyworks’ expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you and to Skyworks within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination that you dispute such Determination, the Determination shall be binding, final and conclusive upon you and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsCode. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.

Limitation on Benefits. 6.1. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to youto, or for your benefitthe benefit of, the Executive under any other Skyworks Company plan or agreement (such payments or benefits, benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code (the “Excise Tax”)Code, the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in your the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if you the Executive received all of the Benefits (such reduced amount, amount if referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. 6.2. (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6 Agreement and the amount of such Limited Benefit Amount shall be made by Skyworks’ the Company’s independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by Skyworks the Company (the “Accounting Firm”) at Skyworks’ the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to you the Company and the Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to Skyworks the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the date on which your right to the Benefits is triggered (if requested at that time by you or by Skyworks) or such other time as reasonably requested by you or by Skyworks. Unless you provide written notice to Skyworks within ten (10) business days of the delivery to you of the Determination to the Executive that you dispute he disputes such Determination, the Determination shall be binding, final and conclusive upon you the Company and Skyworks. If the Firm determines that no Excise Tax is payable by you with respect to any Benefits, it shall furnish to you and to Skyworks, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such BenefitsExecutive. 6.3. Any reduction in payments and/or benefits pursuant to this Section 6 to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to you.