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                             SILICON LABORATORIES INC.
                             2000 STOCK INCENTIVE PLAN

                                    ARTICLE ONE


                                 GENERAL PROVISIONS

       I.     PURPOSE OF THE PLAN

              This 2000 Stock Incentive Plan is intended to promote the
interests of Silicon Laboratories Inc., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

              Capitalized terms shall have the meanings assigned to such terms
in the attached Appendix.

       II.    STRUCTURE OF THE PLAN

              A.     The Plan shall be divided into four separate equity
programs:

                            (i)    the Discretionary Option Grant Program under
       which eligible persons may, at the discretion of the Plan Administrator,
       be granted options to purchase shares of Common Stock,

                            (ii)   the Salary Investment Option Grant Program
       under which eligible employees may elect to have a portion of their base
       salary invested each year in special options,

                            (iii)  the Stock Issuance Program under which
       eligible persons may, at the discretion of the Plan Administrator, be
       issued shares of Common Stock directly, either through the immediate
       purchase of such shares or as a bonus for services rendered the
       Corporation (or any Parent or Subsidiary), and

                            (iv)   the Automatic Option Grant Program under
       which eligible non-employee Board members shall automatically receive
       options at periodic intervals to purchase shares of Common Stock.

              B.     The provisions of Articles One and Six shall apply to all
equity programs under the Plan and shall govern the interests of all persons
under the Plan.

       III.   ADMINISTRATION OF THE PLAN

              A.     Prior to the Section 12 Registration Date, the
Discretionary Option Grant and Stock Issuance Programs shall be administered by
the Board unless otherwise determined by

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the Board.  Beginning with the Section 12 Registration Date, the following
provisions shall govern the administration of the Plan:

                            (i)    The Board shall have the authority to
       administer the Discretionary Option Grant and Stock Issuance Programs
       with respect to Section 16 Insiders but may delegate such authority in
       whole or in part to the Primary Committee.

                            (ii)   Administration of the Discretionary Option
       Grant and Stock Issuance Programs with respect to all other persons
       eligible to participate in those programs may, at the Board's discretion,
       be vested in the Primary Committee or a Secondary Committee, or the Board
       may retain the power to administer those programs with respect to all
       such persons.

                            (iii)  The Board shall have the authority to
       determine which Section 16 Insiders and other highly compensated
       Employees shall be eligible to participate in the Salary Investment
       Program for one or more calendar years but may delegate such authority to
       the Primary Committee.  However, all option grants under that program
       shall be made in accordance with the terms of that program.

                            (iv)   Administration of the Automatic Option Grant
       Program shall be self-executing in accordance with the terms of that
       program.

              B.     Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:

                            (i)    to establish such rules as it may deem
       appropriate for proper administration of the Plan, to make all factual
       determinations, to construe and interpret the provisions of the Plan and
       the awards thereunder and to resolve any and all ambiguities thereunder;

                            (ii)   to determine, with respect to awards made
       under the Discretionary Option Grant and Stock Issuance Programs, which
       eligible persons are to receive such awards, the time or times when such
       awards are to be made, the number of shares to be covered by each such
       award, the vesting schedule (if any) applicable to the award, the status
       of a granted option as either an Incentive Option or a Non-Statutory
       Option and the maximum term for which the option is to remain
       outstanding;

                            (iii)  to amend, modify or cancel any outstanding
       award with the consent of the holder or accelerate the vesting of such
       award; and

                            (iv)   to take such other discretionary actions as
       permitted pursuant to the terms of the applicable program.

Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.

              C.     Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at


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any time.  The Board may also at any time terminate the functions of any
Secondary Committee and reassume all powers and authority previously
delegated to such committee.

              D.     Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee.  No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options or stock issuances under the Plan.

       IV.    ELIGIBILITY

              A.     The persons eligible to participate in the Discretionary
Option Grant and Stock Issuance Programs are as follows:

                            (i)    Employees,

                            (ii)   non-employee members of the Board or the
       board of directors of any Parent or Subsidiary, and

                            (iii)  consultants and other independent advisors
       who provide services to the Corporation (or any Parent or Subsidiary).

              B.     Only Employees who are Section 16 Insiders or other highly
compensated individuals shall be eligible to participate in the Salary
Investment Option Grant Program.

              C.     Only non-employee Board members shall be eligible to
participate in the Automatic Option Grant Program.

       V.     STOCK SUBJECT TO THE PLAN

              A.     The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market.  The maximum number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall not exceed
5,389,498 shares.  Such authorized share reserve consists of (i) the number of
shares which remain available for issuance, as of the Section 12 Registration
Date, under the Predecessor Plan, including the shares subject to the
outstanding options to be incorporated into the Plan and the additional shares
which would otherwise be available for future grant (collectively estimated to
be 3,389,498 shares), plus (ii) an increase of 2,000,000 shares authorized by
the Board subject to stockholder approval prior to the Section 12 Registration
Date.

              B.     The number of shares of Common Stock available for issuance
under the Plan shall automatically increase on the first trading day of each
calendar year during the term of the Plan, beginning with the 2001 calendar
year, by an amount equal to two percent (2%) of the shares of Common Stock
outstanding on the last trading day of the immediately preceding calendar year,
but in no event shall such annual increase exceed One Million (1,000,000)
shares.


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              C.     No one person participating in the Plan may receive
options, separately exercisable stock appreciation rights and direct stock
issuances for more than One Million (1,000,000) shares of Common Stock in the
aggregate per calendar year, beginning with the 2000 calendar year.

              D.     Shares of Common Stock subject to outstanding options
(including options incorporated into this Plan from the Predecessor Plan) shall
be available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan.  Unvested shares issued under the
Predecessor Plan and subsequently repurchased by the Corporation, at the
original exercise price or issue price paid per share, pursuant to the
Corporation's repurchase rights under the Predecessor Plan shall also be added
back to the number of shares of Common Stock reserved for issuance under the
Plan but in no event shall such number exceed in the aggregate 3,357,204 shares.
However, should the exercise price of an option under the Plan be paid with
shares of Common Stock or should shares of Common Stock otherwise issuable under
the Plan be withheld by the Corporation in satisfaction of the withholding taxes
incurred in connection with the exercise of an option or the vesting of a stock
issuance under the Plan, then the number of shares of Common Stock available for
issuance under the Plan shall be reduced by the gross number of shares for which
the option is exercised or which vest under the stock issuance, and not by the
net number of shares of Common Stock issued to the holder of such option or
stock issuance.  Shares of Common Stock underlying one or more stock
appreciation rights exercised under the Plan shall NOT be available for
subsequent issuance.

              E.     If any change is made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities by which the share
reserve is to increase each calendar year pursuant to the automatic share
increase provisions of the Plan, (iii) the number and/or class of securities for
which any one person may be granted options, separately exercisable stock
appreciation rights and direct stock issuances under the Plan per calendar year,
(iv) the number and/or class of securities for which grants are subsequently to
be made under the Automatic Option Grant Program to new and continuing
non-employee Board members, (v) the number and/or class of securities and the
exercise price per share in effect under each outstanding option under the
Plan and (vi) the number and/or class of securities and price per share in
effect under each outstanding option incorporated into this Plan from the
Predecessor Plan.  Such adjustments to the outstanding options are to be
effected in a manner which shall preclude the enlargement or dilution of
rights and benefits under such options. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.


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                                    ARTICLE TWO

                         DISCRETIONARY OPTION GRANT PROGRAM

       I.     OPTION TERMS

              Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; PROVIDED, however, that each such
document shall comply with the terms specified below.  Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

              A.     EXERCISE PRICE.

                     1.     The exercise price per share shall be fixed by the
Plan Administrator at the time of the option grant and may be less than, equal
to or greater than the Fair Market Value per share of Common Stock on the option
grant date.

                     2.     The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section II of
Article Six and the documents evidencing the option, be payable in one or more
of the following forms:

                            (i)    in cash or check made payable to the
       Corporation;

                            (ii)   shares of Common Stock held for the requisite
       period necessary to avoid a charge to the Corporation's earnings for
       financial reporting purposes and valued at Fair Market Value on the
       Exercise Date, or

                            (iii)  to the extent the option is exercised for
       vested shares, through a special sale and remittance procedure pursuant
       to which the Optionee shall concurrently provide irrevocable instructions
       to (a) a Corporation-approved brokerage firm to effect the immediate sale
       of the purchased shares and remit to the Corporation, out of the sale
       proceeds available on the settlement date, sufficient funds to cover the
       aggregate exercise price payable for the purchased shares plus all
       applicable Federal, state and local income and employment taxes required
       to be withheld by the Corporation by reason of such exercise and (b) the
       Corporation to deliver the certificates for the purchased shares directly
       to such brokerage firm in order to complete the sale.

              Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

              B.     EXERCISE AND TERM OF OPTIONS.  Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option.  However, no option shall have a term in excess
of ten (10) years measured from the option grant date.


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              C.  CESSATION OF SERVICE.

                     1.   The following provisions shall govern the exercise
of any options outstanding at the time of the Optionee's cessation of Service
or death:

                            (i)    Any option outstanding at the time of the
       Optionee's cessation of Service for any reason shall remain exercisable
       for such period of time thereafter as shall be determined by the Plan
       Administrator and set forth in the documents evidencing the option, but
       no such option shall be exercisable after the expiration of the option
       term.

                            (ii)   Any option exercisable in whole or in part
       by the Optionee at the time of death may be subsequently exercised by
       his or her Beneficiary.

                            (iii)  During the applicable post-Service exercise
       period, the option may not be exercised in the aggregate for more than
       the number of vested shares for which the option is exercisable on the
       date of the Optionee's cessation of Service.  Upon the expiration of the
       applicable exercise period or (if earlier) upon the expiration of the
       option term, the option shall terminate and cease to be outstanding for
       any vested shares for which the option has not been exercised.  However,
       the option shall, immediately upon the Optionee's cessation of Service,
       terminate and cease to be outstanding to the extent the option is not
       otherwise at that time exercisable for vested shares.

                            (iv)   Should the Optionee's Service be terminated
       for Misconduct or should the Optionee engage in Misconduct while his or
       her options are outstanding, then all such options shall terminate
       immediately and cease to be outstanding.

                     2.   The Plan Administrator shall have complete
discretion, exercisable either at the time an option is granted or at any time
while the option remains outstanding:

                            (i)    to extend the period of time for which the
       option is to remain exercisable following the Optionee's cessation of
       Service to such period of time as the Plan Administrator shall deem
       appropriate, but in no event beyond the expiration of the option term,
       and/or

                            (ii)   to permit the option to be exercised, during
       the applicable post-Service exercise period, for one or more additional
       installments in which the Optionee would have vested had the Optionee
       continued in Service.

              D.  STOCKHOLDER RIGHTS.  The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until
such person shall have exercised the option, paid the exercise price and
become a holder of record of the purchased shares.

              E.  REPURCHASE RIGHTS.  The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of
Common Stock.  Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to

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repurchase, at the exercise price paid per share, any or all of those
unvested shares.  The terms upon which such repurchase right shall be
exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

              F.  LIMITED TRANSFERABILITY OF OPTIONS.  During the lifetime of
the Optionee, Incentive Options shall be exercisable only by the Optionee and
shall not be assignable or transferable other than by will or by the laws of
descent and distribution following the Optionee's death.  Non-Statutory
Options shall be subject to the same restrictions, except that a
Non-Statutory Option may, to the extent permitted by the Plan Administrator,
be assigned in whole or in part during the Optionee's lifetime (i) as a gift
to one or more members of the Optionee's immediate family, to a trust in
which Optionee and/or one or more such family members hold more than fifty
percent (50%) of the beneficial interest or to an entity in which more than
fifty percent (50%) of the voting interests are owned by one or more such
family members or (ii) pursuant to a domestic relations order.  The terms
applicable to the assigned portion shall be the same as those in effect for
the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem
appropriate.

       II.    INCENTIVE OPTIONS

              The terms specified below shall be applicable to all Incentive
Options.  Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Six shall be applicable to Incentive
Options.  Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall NOT be subject to the terms of this Section
II.

              A.  ELIGIBILITY.  Incentive Options may only be granted to
Employees.

              B.  EXERCISE PRICE.  The exercise price per share shall not be
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date.

              C.  DOLLAR LIMITATION.  The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more options granted to any Employee under the Plan
(or any other option plan of the Corporation or any Parent or Subsidiary) may
for the first time become exercisable as Incentive Options during any one
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000).  To the extent the Employee holds two (2) or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options are
granted.

              D.  10% STOCKHOLDER.  If any Employee to whom an Incentive
Option is granted is a 10% Stockholder, then the exercise price per share
shall not be less than one hundred ten percent (110%) of the Fair Market
Value per share of Common Stock on the option grant date, and the option term
shall not exceed five (5) years measured from the option grant date.

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       III.   CHANGE IN CONTROL/HOSTILE TAKE-OVER

              A.  Each option outstanding at the time of a Change in Control
but not otherwise fully-vested shall automatically accelerate so that each
such option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all of the shares of Common Stock at the time
subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock.  However, an outstanding option shall
not so accelerate if and to the extent:  (i) such option is, in connection
with the Change in Control, assumed or otherwise continued in full force and
effect by the successor corporation (or parent thereof) pursuant to the terms
of the Change in Control, (ii) such option is replaced with a cash incentive
program of the successor corporation which preserves the spread existing at
the time of the Change in Control on the shares of Common Stock for which the
option is not otherwise at that time exercisable and provides for subsequent
payout in accordance with the same vesting schedule applicable to those
option shares or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option
grant.  Each option outstanding at the time of the Change in Control shall
terminate as provided in Section III.C. of this Article Two.

              B.  All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated
rights shall immediately vest in full, in the event of any Change in Control,
except to the extent: (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

              C.  Immediately following the consummation of the Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof)
or otherwise expressly continued in full force and effect pursuant to the
terms of the Change in Control.

              D.  Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control.
Appropriate adjustments to reflect such Change in Control shall also be made
to (i) the exercise price payable per share under each outstanding option,
PROVIDED the aggregate exercise price payable for such securities shall
remain the same, (ii) the maximum number and/or class of securities available
for issuance over the remaining term of the Plan and (iii) the maximum number
and/or class of securities for which any one person may be granted options,
separately exercisable stock appreciation rights and direct stock issuances
under the Plan per calendar year.  To the extent the actual holders of the
Corporation's outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control, the successor
corporation may, in connection with the assumption of the outstanding options
under the Discretionary Option Grant Program, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control.

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<PAGE>

              E.  The Plan Administrator may at any time provide that one or
more options will automatically accelerate in connection with a Change in
Control, whether or not those options are assumed or otherwise continued in
full force and effect pursuant to the terms of the Change in Control.  Any
such option shall accordingly become exercisable, immediately prior to the
effective date of such Change in Control, for all of the shares of Common
Stock at the time subject to that option and may be exercised for any or all
of those shares as fully-vested shares of Common Stock.  In addition, the
Plan Administrator may at any time provide that one or more of the
Corporation's repurchase rights shall not be assignable in connection with
such Change in Control and shall terminate upon the consummation of such
Change in Control.

              F.  The Plan Administrator may at any time provide that one or
more options will automatically accelerate upon an Involuntary Termination of
the Optionee's Service within a designated period (not to exceed eighteen
(18) months) following the effective date of any Change in Control in which
those options do not otherwise accelerate.  Any options so accelerated shall
remain exercisable for fully-vested shares until the EARLIER of (i) the
expiration of the option term or (ii) the expiration of the one (1) year
period measured from the effective date of the Involuntary Termination.  In
addition, the Plan Administrator may at any time provide that one or more of
the Corporation's repurchase rights shall immediately terminate upon such
Involuntary Termination.

              G.  The Plan Administrator may at any time provide that one or
more options will automatically accelerate in connection with a Hostile
Take-Over.  Any such option shall become exercisable, immediately prior to
the effective date of such Hostile Take-Over, for all of the shares of Common
Stock at the time subject to that option and may be exercised for any or all
of those shares as fully-vested shares of Common Stock. In addition, the Plan
Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall terminate automatically upon the consummation of such
Hostile Take-Over.  Alternatively, the Plan Administrator may condition such
automatic acceleration and termination upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of such Hostile Take-Over.  Each option
so accelerated shall remain exercisable for fully-vested shares until the
expiration or sooner termination of the option term.

              H.  The portion of any Incentive Option accelerated in
connection with a Change in Control or Hostile Take Over shall remain
exercisable as an Incentive Option only to the extent the applicable One
Hundred Thousand Dollar ($100,000) limitation is not exceeded.  To the extent
such dollar limitation is exceeded, the accelerated portion of such option
shall be exercisable as a Non-Statutory Option under the Federal tax laws.

       IV.    STOCK APPRECIATION RIGHTS

              The Plan Administrator may, subject to such conditions as it
may determine, grant to selected Optionees stock appreciation rights which
will allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option
in exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which
the option is surrendered over (b) the aggregate exercise price payable for
such shares.  The distribution may

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be made in shares of Common Stock valued at Fair Market Value on the option
surrender date, in cash, or partly in shares and partly in cash, as the Plan
Administrator shall in its sole discretion deem appropriate.
























                                       10

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                                   ARTICLE THREE

                       SALARY INVESTMENT OPTION GRANT PROGRAM

       I.     OPTION GRANTS

              The Primary Committee may implement the Salary Investment Option
Grant Program for one or more calendar years beginning after the Underwriting
Date and select the Section 16 Insiders and other highly compensated Employees
eligible to participate in the Salary Investment Option Grant Program for each
such calendar year.  Each selected individual who elects to participate in the
Salary Investment Option Grant Program must, prior to the start of each calendar
year of participation, file with the Plan Administrator (or its designate) an
irrevocable authorization directing the Corporation to reduce his or her base
salary for that calendar year by an amount not less than Five Thousand Dollars
($5,000.00) nor more than Fifty Thousand Dollars ($50,000.00).  The Primary
Committee shall have complete discretion to determine whether to approve the
filed authorization in whole or in part.  To the extent the Primary Committee
approves the authorization, the individual who filed that authorization shall be
granted an option under the Salary Investment Grant Program on the first trading
day in January for the calendar year for which the salary reduction is to be in
effect.

       II.    OPTION TERMS

              Each option shall be a Non-Statutory Option evidenced by one or
more documents in the form approved by the Plan Administrator; PROVIDED,
however, that each such document shall comply with the terms specified below.

              A.     EXERCISE PRICE.

                     1.     The exercise price per share shall be thirty-three
and one-third percent (33-1/3%) of the Fair Market Value per share of Common
Stock on the option grant date.

                     2.     The exercise price shall become immediately due upon
exercise of the option and shall be payable in one or more of the alternative
forms authorized under the Discretionary Option Grant Program.  Except to the
extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

              B.     NUMBER OF OPTION SHARES.  The number of shares of Common
Stock subject to the option shall be determined pursuant to the following
formula (rounded down to the nearest whole number):

                     X = A DIVIDED BY (B x 66-2/3%), where

                     X is the number of option shares,

                     A is the dollar amount of the approved reduction in the
              Optionee's base salary for the calendar year, and



                                      11
<PAGE>

                     B is the Fair Market Value per share of Common Stock on the
              option grant date.

              C.     EXERCISE AND TERM OF OPTIONS.  The option shall become
exercisable in a series of twelve (12) successive equal monthly installments
upon the Optionee's completion of each calendar month of Service in the calendar
year for which the salary reduction is in effect.  Each option shall have a
maximum term of ten (10) years measured from the option grant date.

              D.     CESSATION OF SERVICE.  Each option outstanding at the time
of the Optionee's cessation of Service shall remain exercisable, for any or all
of the shares for which the option is exercisable at the time of such cessation
of Service, until the EARLIER of (i) the expiration of the option term or (ii)
the expiration of the three (3)-year period following the Optionee's cessation
of Service.  To the extent the option is held by the Optionee at the time of his
or her death, the option may be exercised by his or her Beneficiary.  However,
the option shall, immediately upon the Optionee's cessation of Service,
terminate and cease to remain outstanding with respect to any and all shares of
Common Stock for which the option is not otherwise at that time exercisable.

       III.   CHANGE IN CONTROL/HOSTILE TAKE-OVER

              A.     In the event of any Change in Control or Hostile Take-Over
while the Optionee remains in Service, each outstanding option shall
automatically accelerate so that each such option shall, immediately prior to
the effective date of the Change in Control or Hostile Take-Over, become fully
exercisable with respect to the total number of shares of Common Stock at the
time subject to such option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock.  Each such option accelerated in
connection with a Change in Control shall terminate upon the Change in Control,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise continued in full force and effect pursuant to the terms of the Change
in Control.  Each such option accelerated in connection with a Hostile Take-Over
shall remain exercisable until the expiration or sooner termination of the
option term.

              B.     Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control.  Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, PROVIDED the aggregate
exercise price payable for such securities shall remain the same.  To the extent
the actual holders of the Corporation's outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change in Control,
the successor corporation may, in connection with the assumption of the
outstanding options under the Salary Investment Option Grant Program, substitute
one or more shares of its own common stock with a fair market value equivalent
to the cash consideration paid per share of Common Stock in such Change in
Control.

              C.     Upon the occurrence of a Hostile Take-Over, the Optionee
shall have a thirty (30)-day period in which to surrender to the Corporation
each of his or her outstanding options.  The Optionee shall in return be
entitled to a cash distribution from the Corporation in an


                                      12
<PAGE>

amount equal to the excess of (i) the Option Surrender Value of the shares of
Common Stock at the time subject to each surrendered option (whether or not
the Optionee is otherwise at the time vested in those shares) over (ii) the
aggregate exercise price payable for such shares.  Such cash distribution
shall be paid within five (5) days following the surrender of the option to
the Corporation.

       IV.    REMAINING TERMS

              The remaining terms of each option granted under the Salary
Investment Option Grant Program shall be the same as the terms in effect for
options made under the Discretionary Option Grant Program.










                                      13
<PAGE>

                                    ARTICLE FOUR

                               STOCK ISSUANCE PROGRAM

       I.     STOCK ISSUANCE TERMS

              Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening options.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or Service
requirements.  Each such award shall be evidenced by one or more documents which
comply with the terms specified below.

              A.     PURCHASE PRICE.

                     1.     The purchase price per share of Common Stock subject
to direct issuance shall be fixed by the Plan Administrator and may be less
than, equal to or greater than the Fair Market Value per share of Common Stock
on the issue date.

                     2.     Subject to the provisions of Section II of Article
Six, shares of Common Stock may be issued under the Stock Issuance Program for
any of the following items of consideration which the Plan Administrator may
deem appropriate in each individual instance:

                            (i)    cash or check made payable to the
       Corporation, or

                            (ii)   past services rendered to the Corporation (or
       any Parent or Subsidiary).

              B.     VESTING/ISSUANCE PROVISIONS.

                     1.     The Plan Administrator may issue shares of Common
Stock which are fully and immediately vested upon issuance or which are to vest
in one or more installments over the Participant's period of Service or upon
attainment of specified performance objectives.  Alternatively, the Plan
Administrator may issue share right awards which shall entitle the recipient to
receive a specified number of vested shares of Common Stock upon the attainment
of one or more performance goals or Service requirements established by the Plan
Administrator.

                     2.     Any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend)
which the Participant may have the right to receive with respect to his or her
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.


                                      14
<PAGE>

                     3.     The Participant shall have full stockholder rights
with respect to the issued shares of Common Stock, whether or not the
Participant's interest in those shares is vested. Accordingly, the Participant
shall have the right to vote such shares and to receive any regular cash
dividends paid on such shares.

                     4.     Should the Participant cease to remain in Service
while holding one or more unvested shares of Common Stock, or should the
performance objectives not be attained with respect to one or more such unvested
shares of Common Stock, then those shares shall be immediately surrendered to
the Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares.  To the extent the surrendered
shares were previously issued to the Participant for consideration paid in cash
or cash equivalent (including the Participant's purchase-money indebtedness),
the Corporation shall repay to the Participant the cash consideration paid for
the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the
surrendered shares.

                     5.     The Plan Administrator may waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the cessation of the
Participant's Service or the non-attainment of the performance objectives
applicable to those shares.  Such waiver shall result in the immediate vesting
of the Participant's interest in the shares of Common Stock as to which the
waiver applies.  Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.

                     6.     Outstanding share right awards shall automatically
terminate, and no shares of Common Stock shall actually be issued in
satisfaction of those awards, if the performance goals or Service requirements
established for such awards are not attained.  The Plan Administrator, however,
shall have the authority to issue shares of Common Stock in satisfaction of one
or more outstanding share right awards as to which the designated performance
goals or Service requirements are not attained.

       II.    CHANGE IN CONTROL/HOSTILE TAKE-OVER

              A.     All of the Corporation's outstanding repurchase rights
shall terminate automatically, and all the shares of Common Stock subject to
those terminated rights shall immediately vest in full, in the event of any
Change in Control, except to the extent (i) those repurchase rights are assigned
to the successor corporation (or parent thereof) or otherwise continue in full
force and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

              B.     The Plan Administrator may at any time provide for the
automatic termination of one or more of those outstanding repurchase rights and
the immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any


                                      15
<PAGE>

Change in Control or Hostile Take-Over in which those repurchase rights are
assigned to the successor corporation (or parent thereof) or otherwise
continue in full force and effect.

       III.   SHARE ESCROW/LEGENDS

              Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.




                                      16
<PAGE>

                                    ARTICLE FIVE

                           AUTOMATIC OPTION GRANT PROGRAM

       I.     OPTION TERMS

              A.     GRANT DATES.  Options shall be made on the dates specified
below:

                     1.     Each individual who is serving as a non-employee
Board member on the Underwriting Date shall automatically be granted on that
date a Non-Statutory Option to purchase 30,000 shares of Common Stock, provided
that individual has not previously been in the employ of the Corporation (or any
Parent or Subsidiary).

                     2.     Each individual who is first elected or appointed as
a non-employee Board member at any time after the Underwriting Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase 30,000 shares of Common Stock, provided that
individual has not previously been in the employ of the Corporation (or any
Parent or Subsidiary).

                     3.     On the date of each Annual Stockholders Meeting
beginning with the 2001 Annual Stockholder Meeting, each individual who is to
continue to serve as a non-employee Board member shall automatically be granted
a Non-Statutory Option to purchase Five Thousand (5,000) shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months.

              B.     EXERCISE PRICE.

                     1.     The exercise price per share shall be equal to one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

                     2.     The exercise price shall be payable in one or more
of the alternative forms authorized under the Discretionary Option Grant
Program.  Except to the extent the sale and remittance procedure specified
thereunder is utilized, payment of the exercise price for the purchased shares
must be made on the Exercise Date.

              C.     OPTION TERM.  Each option shall have a term of ten (10)
years measured from the option grant date.

              D.     EXERCISE AND VESTING OF OPTIONS.  Each option shall be
immediately exercisable for any or all of the option shares.  However, any
shares purchased under the option shall be subject to repurchase by the
Corporation, at the exercise price paid per share, upon the Optionee's cessation
of Board service prior to vesting in those shares.  Each initial 30,000-share
option shall vest, and the Corporation's repurchase right shall lapse, in a
series of four (4) successive equal annual installments over the Optionee's
period of continued service as a Board member, with the first such installment
to vest upon the Optionee's completion of one (1) year of Board service measured
from the option grant date.  Each annual 5,000-share option shall vest,


                                      17
<PAGE>

and the Corporation's repurchase right shall lapse, upon the Optionee's
completion of one (1) year of Board service measured from the option grant date.

              E.     CESSATION OF BOARD SERVICE.  The following provisions shall
govern the exercise of any options outstanding at the time of the Optionee's
cessation of Board service:

                            (i)    Any option outstanding at the time of the
       Optionee's cessation of Board service for any reason shall remain
       exercisable for a twelve (12)-month period following the date of such
       cessation of Board service, but in no event shall such option be
       exercisable after the expiration of the option term.

                            (ii)   Any option exercisable in whole or in part by
       the Optionee at the time of death may be subsequently exercised by his or
       her Beneficiary.

                            (iii)  Following the Optionee's cessation of Board
       service, the option may not be exercised in the aggregate for more than
       the number of shares for which the option was exercisable on the date of
       such cessation of Board service.  Upon the expiration of the applicable
       exercise period or (if earlier) upon the expiration of the option term,
       the option shall terminate and cease to be outstanding for any vested
       shares for which the option has not been exercised.  However, the option
       shall, immediately upon the Optionee's cessation of Board service,
       terminate and cease to be outstanding for any and all shares for which
       the option is not otherwise at that time exercisable.

                            (iv)   However, should the Optionee cease to serve
       as a Board member by reason of death or Permanent Disability, then all
       shares at the time subject to the option shall immediately vest so that
       such option may, during the twelve (12)-month exercise period following
       such cessation of Board service, be exercised for all or any portion of
       those shares as fully-vested shares of Common Stock.

       II.    CHANGE IN CONTROL/HOSTILE TAKE-OVER

              A.     In the event of any Change in Control or Hostile Take-Over,
the shares of Common Stock at the time subject to each outstanding option but
not otherwise vested shall automatically vest in full so that each such option
may, immediately prior to the effective date of such Change in Control or
Hostile Take-Over, became fully exercisable for all of the shares of Common
Stock at the time subject to such option and maybe exercised for all or any of
those shares as fully-vested shares of Common Stock.  Each such option
accelerated in connection with a Change in Control shall terminate upon the
Change in Control, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to the
terms of the Change in Control.  Each such option accelerated in connection with
a Hostile Take-Over shall remain exercisable until the expiration or sooner
termination of the option term.

              B.     All outstanding repurchase rights shall automatically
terminate and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control or Hostile
Take-Over.


                                      18
<PAGE>

              C.     Upon the occurrence of a Hostile Take-Over, the Optionee
shall have a thirty (30)-day period in which to surrender to the Corporation
each of his or her outstanding options.  The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Option Surrender Value of the shares of Common Stock at the
time subject to each surrendered option (whether or not the option is otherwise
at the time exercisable for those shares) over (ii) the aggregate exercise price
payable for such shares.  Such cash distribution shall be paid within five (5)
days following the surrender of the option to the Corporation.

              D.     Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control.  Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, PROVIDED the aggregate
exercise price payable for such securities shall remain the same.  To the extent
the actual holders of the Corporation's outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change in Control,
the successor corporation may, in connection with the assumption of the
outstanding options under the Automatic Option Grant Program, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Change in Control.

       III.   REMAINING TERMS

              The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for options made
under the Discretionary Option Grant Program.


                                      19
<PAGE>

                                    ARTICLE SIX

                                   MISCELLANEOUS

       I.     NO IMPAIRMENT OF AUTHORITY

              Outstanding awards shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

       II.    FINANCING

              The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price under the Discretionary Option Grant Program or
the purchase price of shares issued under the Stock Issuance Program by
delivering a full-recourse, interest bearing promissory note payable in one or
more installments.  The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion.  In no event may the maximum credit
available to the Optionee or Participant exceed the sum of (i) the aggregate
option exercise price or purchase price payable for the purchased shares plus
(ii) any Federal, state and local income and employment tax liability incurred
by the Optionee or the Participant in connection with the option exercise or
share purchase.

       III.   TAX WITHHOLDING

              A.     The Corporation's obligation to deliver shares of Common
Stock upon the exercise of options or the issuance or vesting of such shares
under the Plan shall be subject to the satisfaction of all applicable Federal,
state and local income and employment tax withholding requirements.

              B.     The Plan Administrator may, in its discretion, provide any
or all holders of Non-Statutory Options or unvested shares of Common Stock under
the Plan with the right to use shares of Common Stock in satisfaction of all or
part of the Withholding Taxes incurred by such holders in connection with the
exercise of their options or the vesting of their shares.  Such right may be
provided to any such holder in either or both of the following formats:

                     STOCK WITHHOLDING:  The election to have the Corporation
withhold, from the shares of Common Stock otherwise issuable upon the exercise
of such Non-Statutory Option or the vesting of such shares, a portion of those
shares with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by the
holder.

                     STOCK DELIVERY:  The election to deliver to the
Corporation, at the time the Non-Statutory Option is exercised or the shares
vest, one or more shares of Common Stock previously acquired by such holder
(other than in connection with the option exercise or share vesting triggering
the Withholding Taxes) with an aggregate Fair Market Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%)) designated by
the holder.


                                      20
<PAGE>

       IV.    EFFECTIVE DATE AND TERM OF THE PLAN

              A.     The Plan shall become effective immediately upon the Plan
Effective Date.  However, the Salary Investment Option Grant Program shall not
be implemented until such time as the Primary Committee may deem appropriate.
Options may be granted under the Discretionary Option Grant Program at any time
on or after the Plan Effective Date.  However, no options granted under the Plan
may be exercised, and no shares shall be issued under the Plan, until the Plan
is approved by the Corporation's stockholders.  If such stockholder approval is
not obtained within twelve (12) months after the Plan Effective Date, then all
options previously granted under this Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.

              B.     The Plan shall serve as the successor to the Predecessor
Plan, and no further options or direct stock issuances shall be made under the
Predecessor Plan after the Section 12 Registration Date.   All options
outstanding under the Predecessor Plan on the Section 12 Registration Date shall
be incorporated into the Plan at that time and shall be treated as outstanding
options under the Plan.  However, each outstanding option so incorporated shall
continue to be governed solely by the terms of the documents evidencing such
option, and no provision of the Plan shall be deemed to affect or otherwise
modify the rights or obligations of the holders of such incorporated options
with respect to their acquisition of shares of Common Stock.

              C.     One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Change in Control, may, in the Plan Administrator's discretion, be extended
to one or more options incorporated from the Predecessor Plan which do not
otherwise contain such provisions.

              D.     The Plan shall terminate upon the EARLIEST of (i) January
4, 2010, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control.  Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

       V.     AMENDMENT OF THE PLAN

              A.     The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects.  However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to stock options or unvested stock issuances at the time outstanding
under the Plan unless the Optionee or the Participant consents to such amendment
or modification. In addition, certain amendments may require stockholder
approval pursuant to applicable laws or regulations.

              B.     Options to purchase shares of Common Stock may be granted
under the Discretionary Option Grant and Salary Investment Option Grant Programs
and shares of Common Stock may be issued under the Stock Issuance Program that
are in each instance in excess of the number of shares then available for
issuance under the Plan, provided any excess


                                      21
<PAGE>

shares actually issued under those programs shall be held in escrow until
there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under
the Plan.  If such stockholder approval is not obtained within twelve (12)
months after the date the first such excess issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall
terminate and cease to be outstanding and (ii) the Corporation shall promptly
refund to the Optionees and the Participants the exercise or purchase price
paid for any excess shares issued under the Plan and held in escrow, together
with interest (at the applicable Short Term Federal Rate) for the period the
shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding.

       VI.    USE OF PROCEEDS

              Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

       VII.   REGULATORY APPROVALS

              A.     The implementation of the Plan, the granting of any stock
option under the Plan and the issuance of any shares of Common Stock (i) upon
the exercise of any granted option or (ii) under the Stock Issuance Program
shall be subject to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the stock
options granted under it and the shares of Common Stock issued pursuant to it.

              B.     No shares of Common Stock or other assets shall be issued
or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of Federal and state securities laws, including
the filing and effectiveness of the Form S-8 registration statement for the
shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.

       VIII.  NO EMPLOYMENT/SERVICE RIGHTS

              Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.


                                      22
<PAGE>

                                     APPENDIX

              The following definitions shall be in effect under the Plan:

              A.     AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic
option grant program in effect under the Plan.

              B.     BENEFICIARY shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by an
Optionee or Participant, pursuant to such procedure, to succeed to such person's
rights under any outstanding awards held by him or her at the time of death.  In
the absence of such designation or procedure, the Beneficiary shall be the
personal representative of the estate of the Optionee or Participant or the
person or persons to whom the award is transferred by will or the laws of
descent and distribution.

              C.     BOARD shall mean the Corporation's Board of Directors.

              D.     CHANGE IN CONTROL shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:

                            (i)    a merger, consolidation or reorganization
       approved by the Corporation's stockholders, UNLESS securities
       representing more than fifty percent (50%) of the total combined voting
       power of the voting securities of the successor corporation are
       immediately thereafter beneficially owned, directly or indirectly and in
       substantially the same proportion, by the persons who beneficially owned
       the Corporation's outstanding voting securities immediately prior to such
       transaction,

                            (ii)   any stockholder-approved transfer or other
       disposition of all or substantially all of the Corporation's assets, or

                            (iii)  the acquisition, directly or indirectly by
       any person or related group of persons (other than the Corporation or a
       person that directly or indirectly controls, is controlled by, or is
       under common control with, the Corporation), of beneficial ownership
       (within the meaning of Rule 13d-3 of the 1934 Act) of securities
       possessing more than fifty percent (50%) of the total combined voting
       power of the Corporation's outstanding securities pursuant to a tender or
       exchange offer made directly to the Corporation's stockholders which the
       Board recommends such stockholders accept.

              E.     CODE shall mean the Internal Revenue Code of 1986, as
amended.

              F.     COMMON STOCK shall mean the Corporation's common stock.

              G.     CORPORATION shall mean Silicon Laboratories Inc., a
Delaware corporation, and any corporate successor to all or substantially all of
the assets or voting stock of Silicon Laboratories Inc. which shall by
appropriate action adopt the Plan.

              H.     DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.


                                     A-1
<PAGE>

              I.     EMPLOYEE shall mean an individual who is in the employ of
the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

              J.     EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

              K.     FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

                            (i)    If the Common Stock is at the time traded on
       the Nasdaq National Market, then the Fair Market Value shall be the
       closing selling price per share of Common Stock on the date in question,
       as such price is reported on the Nasdaq National Market or any successor
       system.  If there is no closing selling price for the Common Stock on the
       date in question, then the Fair Market Value shall be the closing selling
       price on the last preceding date for which such quotation exists.

                            (ii)   If the Common Stock is at the time listed on
       any Stock Exchange, then the Fair Market Value shall be the closing
       selling price per share of Common Stock on the date in question on the
       Stock Exchange determined by the Plan Administrator to be the primary
       market for the Common Stock, as such price is officially quoted in the
       composite tape of transactions on such exchange.  If there is no closing
       selling price for the Common Stock on the date in question, then the Fair
       Market Value shall be the closing selling price on the last preceding
       date for which such quotation exists.

                            (iii)  For purposes of any option grants made on the
       Underwriting Date, the Fair Market Value shall be deemed to be equal to
       the price per share at which the Common Stock is to be sold in the
       initial public offering pursuant to the Underwriting Agreement.

                            (iv)   For purposes of any options made prior to the
       Underwriting Date, the Fair Market Value shall be determined by the Plan
       Administrator, after taking into account such factors as it deems
       appropriate.

              L.     HOSTILE TAKE-OVER shall mean:

                            (i)    the acquisition, directly or indirectly, by
       any person or related group of persons (other than the Corporation or a
       person that directly or indirectly controls, is controlled by, or is
       under common control with, the Corporation) of beneficial ownership
       (within the meaning of Rule 13d-3 of the 1934 Act) of securities
       possessing more than fifty percent (50%) of the total combined voting
       power of the Corporation's outstanding securities pursuant to a tender or
       exchange offer made directly to the Corporation's stockholders which the
       Board does not recommend such stockholders to accept, or

                            (ii)   a change in the composition of the Board over
       a period of thirty-six (36) consecutive months or less such that a
       majority of the Board members


                                     A-2
<PAGE>

       ceases, by reason of one or more contested elections for Board
       membership, to be comprised of individuals who either (A) have been
       Board members continuously since the beginning of such period or (B)
       have been elected or nominated for election as Board members during such
       period by at least a majority of the Board members described in clause
       (A) who were still in office at the time the Board approved such
       election or nomination.

              M.     INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

              N.     INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:

                            (i)    such individual's involuntary dismissal or
       discharge by the Corporation for reasons other than Misconduct, or

                            (ii)   such individual's voluntary resignation
       following (A) a change in his or her position with the Corporation or
       Parent or Subsidiary employing the individual which materially reduces
       his or her duties and responsibilities or the level of management to
       which he or she reports, (B) a reduction in his or her level of
       compensation (including base salary, fringe benefits and target bonus
       under any corporate-performance based bonus or incentive programs) by
       more than fifteen percent (15%) or (C) a relocation of such individual's
       place of employment by more than fifty (50) miles, provided and only if
       such change, reduction or relocation is effected by the Corporation
       without the individual's consent.

              O.     MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner.  This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).

              P.     1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

              Q.     NON-STATUTORY OPTION shall mean an option not intended to
satisfy  the requirements of Code Section 422.

              R.     OPTION SURRENDER VALUE shall mean the Fair Market Value per
share of Common Stock on the date the option is surrendered to the Corporation
or, in the event of a Hostile Take-Over, effected through a tender offer, the
highest reported price per share of Common Stock paid by the tender offeror in
effecting such Hostile Take-Over, if greater.  However, if the surrendered
option is an Incentive Option, the Option Surrender Value shall not exceed the
Fair Market Value per share.

              S.     OPTIONEE shall mean any person to whom an option is granted
under the Discretionary Option Grant, Salary Investment Option Grant or
Automatic Option Grant.


                                     A-3
<PAGE>

              T.     PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

              U.     PARTICIPANT shall mean any person who is issued shares of
Common Stock under the Stock Issuance Program.

              V.     PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.  However, solely for purposes of the Automatic Option Grant
Program, Permanent Disability or Permanently Disabled shall mean the inability
of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

              W.     PLAN shall mean the Corporation's 2000 Stock Incentive
Plan, as set forth in this document.

              X.     PLAN ADMINISTRATOR shall mean the particular entity,
whether the Primary Committee, the Board or the Secondary Committee, which is
authorized to administer the Discretionary Option Grant, Salary Investment
Option Grant and Stock Issuance Programs with respect to one or more classes of
eligible persons, to the extent such entity is carrying out its administrative
functions under those programs with respect to the persons under its
jurisdiction.  However, the Primary Committee shall have the plenary authority
to make all factual determinations and to construe and interpret any and all
ambiguities under the Plan to the extent such authority is not otherwise
expressly delegated to any other Plan Administrator.

              Y.     PLAN EFFECTIVE DATE shall mean January 5, 2000, the date on
which the Plan was adopted by the Board.

              Z.     PREDECESSOR PLAN shall mean the Corporation's pre-existing
1997 Stock Option/Stock Issuance Plan in effect immediately prior to the Plan
Effective Date hereunder.

              AA.    PRIMARY COMMITTEE shall mean the committee of two (2) or
more non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program with
respect to all eligible individuals.

              BB.    SALARY INVESTMENT OPTION GRANT PROGRAM shall mean the
salary investment grant program in effect under the Plan.

              CC.    SECONDARY COMMITTEE shall mean a committee of one (1) or
more Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.


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<PAGE>

              DD.    SECTION 12 REGISTRATION DATE shall mean the date on which
the Common Stock is first registered under Section 12(g) of the 1934 Act.

              EE.    SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

              FF.    SERVICE shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

              GG.    STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

              HH.    STOCK ISSUANCE PROGRAM shall mean the stock issuance
program in effect under the Plan.

              II.    SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

              JJ.    10% STOCKHOLDER shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation (or
any Parent or Subsidiary).

              KK.    UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

              LL.    UNDERWRITING DATE shall mean the date on which the
Underwriting Agreement is executed and priced in connection with an initial
public offering of the Common Stock.

              MM.    WITHHOLDING TAXES shall mean the Federal, state and local
income and employment withholding tax liabilities to which the holder of
Non-Statutory Options or unvested shares of Common Stock may become subject in
connection with the exercise of those options or the vesting of those shares.


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