Agreement and Plan of Merger by and Among: Advanced Micro Devices, Inc., a Delaware Corporation; Thrones Merger Sub, Inc., a Delaware Corporation; and Xilinx, Inc., a Delaware Corporation

• Date: 26 October 2020
• Section: Merger Agreements

AGREEMENT AND PLAN OF MERGER by and among: ADVANCED MICRO DEVICES, INC., a

Delaware corporation; THRONES MERGER SUB, INC., a Delaware corporation; and

XILINX, INC., a Delaware corporation ________________________ Dated as of

October 26, 2020 ________________________

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SECTION 1. THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Certificate

of Incorporation and Bylaws 2 1.4 Directors and Officers 3 1.5 Conversion of

Securities 3 1.6 Certain Adjustments 3 1.7 Treatment of Equity Awards 4 1.8

No Fractional Shares 5 1.9 Closing of Transfer Books 5 1.10 Exchange of

Certificates and Cancellation of Book-Entry Positions 6 1.11 Further Action 8

1.12 Tax Withholding 9 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE

COMPANY 9 2.1 Due Organization and Good Standing; Subsidiaries 9 2.2

Organizational Documents 10 2.3 Capitalization 10 2.4 Authority; Binding

Nature of Agreement 12 2.5 Vote Required 12 2.6 Non-Contravention; Consents

13 2.7 Reports; Financial Statements; Internal Controls 14 2.8 Absence of

Certain Changes 16 2.9 Intellectual Property and Related Matters 16 2.10

Title to Assets; Real Property 20 2.11 Contracts 21 2.12 Compliance with

Legal Requirements 24 2.13 Legal Proceedings; Investigations; Orders 25 2.14

Certain Business Practices 26 2.15 Tax Matters 27 2.16 Employee Benefit

Plans 28 2.17 Labor Matters 30 2.18 Environmental Matters 31 2.19

Insurance 32 2.20 Product Defects and Warranties. 32 2.21 Takeover Statutes

33 2.22 Ownership of Parent Common Stock 33 2.23 Opinions of Financial

Advisors 33 2.24 Brokers 33 2.25 Information Supplied 33

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SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB 34

3.1 Due Organization and Good Standing; Subsidiaries. 34 3.2 Organizational

Documents 34 3.3 Capitalization 35 3.4 Authority; Binding Nature of

Agreement 36 3.5 Vote Required 37 3.6 Non-Contravention; Consents 37 3.7

Reports; Financial Statements; Internal Controls 38 3.8 Absence of Certain

Changes 40 3.9 Compliance with Legal Requirements 40 3.10 Legal Proceedings;

Investigations; Orders 41 3.11 Intellectual Property and Related Matters. 42

3.12 Tax Matters 43 3.13 Environmental Matters 45 3.14 Certain Business

Practices 45 3.15 Takeover Statutes 46 3.16 Ownership of Company Common

Stock 46 3.17 Intended Tax Treatment 46 3.18 Opinion of Financial Advisor 46

3.19 Brokers 46 3.20 Information Supplied 46 3.21 Acquisition Sub 47

SECTION 4. COVENANTS 47 4.1 Interim Operations. 47 4.2 Company No

Solicitation 53 4.3 Parent No Solicitation 55 4.4 Registration Statement;

Joint Proxy Statement/Prospectus 57 4.5 Meeting of the Company’s Stockholders;

Company Change in Recommendation 58 4.6 Meeting of Parent’s Stockholders;

Parent Change in Recommendation 62 4.7 Filings; Other Action 67 4.8 Access

70 4.9 Acquisition Sub; Parent Vote 71 4.10 Publicity 71 4.11 Company

ESPP; Other Employee Benefits 72 4.12 Certain Tax Matters 74 4.13

Indemnification; Directors’ and Officers’ Insurance 75 4.14 Stockholder

Litigation 77 4.15 Stock Exchange Listing and Delisting 77 4.16 Section 16

Matters 77 4.17 Director Resignations 77 4.18 Takeover Statutes 78 4.19

Revolving Credit Facility 78

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SECTION 5. CONDITIONS TO EACH PARTY’S OBLIGATION TO EFFECT THE MERGER 78 5.1

Conditions Precedent to Each Party’s Obligations 78 5.2 Additional Conditions

Precedent to Parent’s Obligations 79 5.3 Additional Conditions Precedent to

the Company’s Obligations 80 SECTION 6. TERMINATION 81 6.1 Termination 81

6.2 Effect of Termination 84 6.3 Termination Fees 84 SECTION 7.

MISCELLANEOUS PROVISIONS 86 7.1 Amendment 86 7.2 Waiver 86 7.3 No Survival

of Representations and Warranties 87 7.4 Entire Agreement; Non-Reliance;

Third-Party Beneficiaries 87 7.5 Applicable Law; Jurisdiction 89 7.6 Payment

of Expenses 89 7.7 Assignability; Parties in Interest 89 7.8 Notices 90 7.9

Severability 91 7.10 Counterparts 91 7.11 Specific Performance 91 7.12

Disclosure Schedules 91 7.13 Construction 92 Exhibits Exhibit A

Certain Definitions Exhibit B Form of Certificate of Incorporation of

the Surviving Corporation

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AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this

“Agreement”) is made and entered into as of October 26, 2020, by and among:

Advanced Micro Devices, Inc., a Delaware corporation (“Parent”); Thrones Merger

Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent

(“Acquisition Sub”); and Xilinx, Inc., a Delaware corporation (the “Company”).

Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS A. The parties intend that Acquisition Sub be merged with and

into the Company (the “Merger”) in accordance with this Agreement and the

General Corporation Law of the State of Delaware (the “DGCL”). Upon consummation

of the Merger, Acquisition Sub will cease to exist and the Company will continue

as the Surviving Corporation and a wholly owned Subsidiary of Parent. B.

The Company Board has unanimously: (i) determined that the Merger is fair to and

in the best interests of the Company and its stockholders; (ii) approved and

declared advisable this Agreement and the transactions contemplated by this

Agreement, including the Merger, on the terms and subject to the conditions set

forth in this Agreement; and (iii) recommended that the Company’s stockholders

adopt this Agreement. C. The Parent Board has unanimously: (i)

determined that the terms of this Agreement and the Merger are fair to, and in

the best interests of, Parent and its stockholders; (ii) approved and declared

advisable this Agreement and the transactions contemplated by this Agreement,

including the Merger and the issuance of shares of Parent Common Stock in

connection therewith, each on the terms and subject to the conditions set forth

in this Agreement; and (iii) recommended that Parent’s stockholders approve the

issuance of shares of Parent Common Stock in connection with the Merger on the

terms and subject to the conditions set forth in this Agreement. D. The

board of directors of Acquisition Sub has: (i) determined that it is advisable

and in the best interests of Acquisition Sub and its sole stockholder for

Acquisition Sub to enter into this Agreement; (ii) approved and declared

advisable this Agreement and the transactions contemplated hereby, including the

Merger; and (iii) recommended that its sole stockholder adopt this Agreement.

E. It is intended that, for U.S. federal income tax purposes, the Merger

will qualify as a “reorganization” within the meaning of Section 368(a) of the

Code and that this Agreement is hereby adopted as, a “plan of reorganization”

for purposes of Sections 354 and 361 of the Code. AGREEMENT The parties to

this Agreement, in consideration of the representations, warranties, covenants

and agreements set forth herein and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, and intending to be

legally bound, agree as follows:

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SECTION 1. THE MERGER 1.1 The Merger. At the Effective Time,

Acquisition Sub shall be merged with and into the Company in accordance with the

DGCL and upon the terms and subject to the conditions set forth in this

Agreement, whereupon the separate existence of Acquisition Sub shall cease, and

the Company shall be the surviving corporation (the “Surviving Corporation”) in

the Merger and a wholly owned Subsidiary of Parent. From and after the Effective

Time, all the property, rights, powers, privileges and franchises of the Company