Notes to Consolidated Financial Statements

Note 10. Stockholders' Equity

Preferred Stock

The Company's Certificate of Incorporation authorized 2 million shares of undesignated preferred stock. The preferred stock may be issued in one or more series.  The Board of Directors is authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock.  As of April 3, 2004 and March 29, 2003, no preferred shares were issued or outstanding.

Common Stock Repurchase Program

The Board of Directors has approved stock repurchase programs enabling the Company to repurchase its common stock.  In June 2002, the Board authorized the repurchase of up to an additional $100 million of common stock. These share repurchase programs have no stated expiration date. During fiscal 2004, 2003 and 2002, the Company repurchased a total of 1.9 million, 2.4 million and 2.2 million shares of common stock for $62.8 million, $60.4 million and $126.2 million, respectively.  In fiscal 2004, 2003 and 2002, 1.9 million, 2.4 million and 3.5 million shares were reissued, respectively, for employee stock option exercises and employee stock purchase plan requirements.  Through April 3, 2004, the Company had repurchased $91.7 million of the $100 million of common stock approved for repurchase under the current program.  As of April 3, 2004, the Company held approximately 27 thousand shares of treasury stock in conjunction with the stock repurchase program and approximately 21 thousand shares as of March 29, 2003.

Put Options

During fiscal 2002, Xilinx sold put options that entitled the holder of each option to sell to the Company, by physical delivery, one share of common stock at specified prices.  The cash proceeds from the sale of put options of $3.0 million for fiscal 2002 have been included in additional paid-in capital following the provisions of EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.”  During fiscal 2003, the final put options were presented to Xilinx requiring the Company to acquire 300 thousand shares at strike prices ranging from $40 to $45 per share.  As of April 3, 2004 and March 29, 2003, no shares of common stock were subject to future issuance under outstanding put options.

Employee Stock Option Plans

Under existing stock option plans (Option Plans), options reserved for future issuance to employees and directors of the Company total 86.8 million shares as of April 3, 2004, including 28.7 million shares available for future grants.  Options to purchase shares of the Company's common stock under the Option Plans are granted at 100% of the fair market value of the stock on the date of grant.  Options granted to date expire ten years from date of grant and vest at varying rates over two or four years.

A summary of the Company's Option Plans activity, and related information are as follows:

The above table does not include additional shares that become available under a quasi-evergreen program.  This program, approved by stockholders in 1999, permits the Company to increase the amount available for issuance under the 1997 Stock Plan for each of five years commencing with fiscal year 2000 by an amount equal to the lesser of 20 million shares or 4% of the number of shares outstanding as of the beginning of the prior fiscal year, as adjusted for splits, stock dividends and certain other changes to the outstanding capital stock of the Company or an amount determined by the Board of Directors.  On April 8, 2004, the Board approved the addition of 13.6 million shares increasing the total amount of shares available for grant to 42.3 million under the Company's employee stock option plans.  This 13.6 million share allotment marks the end of the Company's quasi-evergreen program.

The following information relates to options outstanding and exercisable under the Option Plans at April 3, 2004:

At March 29, 2003, 45.1 million options were exercisable at an average price of $20.98.  At March 30, 2002, 40.9 million options were exercisable at an average price of $16.74. 

Employee Qualified Stock Purchase Plan

Under the Company's 1990 Employee Qualified Stock Purchase Plan (Stock Purchase Plan), qualified employees can elect to have up to 15 percent of their annual earnings withheld, up to a maximum of $21,250, to purchase the Company's common stock at the end of six-month enrollment periods.  The purchase price of the stock is 85% of the lower of the fair market value at the beginning of the twenty-four month offering period or at the end of each six-month purchase period.  Almost all employees are eligible to participate.  Employees purchased 1.7 million shares for $27.0 million in fiscal 2004, 1.6 million shares for $25.6 million in fiscal 2003 and 700 thousand shares for $22.8 million in fiscal 2002.  At April 3, 2004, 4.0 million shares were available for future issuance out of 27.5 million shares authorized.