01—Abstract
Summary
Summary of the 8-K filed November 14, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 11, 2025, the Compensation Committee of the Board of Directors of Skyworks Solutions, Inc. adopted a Severance and Change in Control Benefits Plan (the "Severance Plan").
The plan covers regular full-time employees who are Senior Vice Presidents or above and report to the Chief Executive Officer, excluding the CEO itself and anyone not designated as eligible. Employees who are party to a Change in Control / Severance Agreement are only eligible if they sign a participation agreement that, among other things, terminates that CIC Agreement. Under the Severance Plan, a Covered Executive terminated without Cause more than three months before or more than two years after a Change in Control receives a lump sum equal to one year of annual base salary, a prorated cash short-term incentive based on actual performance, COBRA premium payments for up to one year, partial equity vesting over the following twelve months, and a twelve-month option exercise window.
If termination without Cause or for Good Reason occurs within the period from three months before to two years after a Change in Control, the executive instead receives a lump sum of 1.5 times the sum of base salary and target short-term incentive, COBRA support for up to 18 months, full vesting of time-based equity awards, and an 18-month option exercise window. Payments remain subject to the Company's Executive Officer Cash Severance Limitation Policy and a Section 280G-style best-net cutback.
The Board may amend or terminate the plan, subject to protections for executives already receiving benefits and for post-Change in Control changes. The filing also includes the full plan and a form of participation agreement as Exhibit 10.1, filed with this Current Report.
02—Key points
Key Highlights
- The Compensation Committee adopted the Severance and Change in Control Benefits Plan on November 11, 2025.
- Coverage extends to full-time Senior Vice Presidents and above who report to the CEO; the CEO is excluded.
- Employees with existing Change in Control / Severance Agreements must sign a participation agreement that terminates those agreements to receive plan benefits.
- Non-change-in-control severance includes a lump sum equal to one year of base salary and up to 12 months of COBRA premium support.
- Change-in-control severance includes a lump sum of 1.5 times the sum of base salary and target annual short-term incentive, plus up to 18 months of COBRA support.
- Under a change in control, time-based equity awards vest in full upon qualifying termination, and in-flight performance awards are deemed earned at the greater of target or actual performance where practicable.
- The full plan and form of participation agreement are filed as Exhibit 10.1.
03—Questions
Frequently Asked Questions
Who is eligible for benefits under the new Severance Plan?
Regular full-time employees who are Senior Vice Presidents or above and report to the Chief Executive Officer, and who are not otherwise designated as ineligible. The CEO is not covered. Employees with a CIC Agreement are eligible only if they sign a participation agreement that provides for termination of that agreement.
What severance is paid if an executive is terminated outside a change-in-control window?
If terminated without Cause more than three months before or more than two years after a Change in Control, the executive receives a lump sum equal to annual base salary, a prorated short-term incentive based on actual performance, COBRA premium payments for up to one year, partial equity vesting over the next 12 months, and 12 months to exercise vested options, subject to signing a release.
How do benefits change if termination occurs around a Change in Control?
For terminations without Cause or for Good Reason within three months before to two years after a Change in Control, the executive receives a lump sum of 1.5 times the sum of base salary and target short-term incentive, COBRA support for up to 18 months, full vesting of time-based equity awards, and 18 months to exercise options, subject to a release.
Can the Board change or terminate the Severance Plan?
Yes, the Board may amend, modify, or terminate the plan at any time, except that it cannot affect payments or benefits already being received without the executive's consent. Changes made after a Change in Control take effect only after the later of the second anniversary of the Change in Control or the final benefit payment.
04—Continue