Exhibit 10.1


SILICON LABORATORIES INC.

AMENDMENT TO STOCK OPTIONS AGREEMENT


This Amendment to Stock Options Agreement (this “Amendment”)
dated effective as of July 19, 2007 is entered into between Silicon
Laboratories Inc. (the “Corporation”) and William G. Bock (“Optionee”).


WHEREAS, by their original
terms, certain stock options held by Optionee would cease to be exercisable on
November 8, 2007 (the expiration of the 12-month period measured from Optionee’s
cessation of Board service).


WHEREAS, Optionee is continuing
to provide Service to the Corporation and Optionee and the Corporation intend
that the exercisability of those stock options that were held by Optionee and
vested upon Optionee’s cessation of Board service should be tied to Service (as
defined in Plan) rather than Board service.


NOW, THEREFORE, it is hereby
agreed as follows:


1.             Amendment
of Options. 
This Amendment amends the terms of Stock Option Agreements listed below
(the “Option Agreements”):




	
  

  	
  Grant No.

  	
   

  	
   

  	
  Grant Date

  	
   

  	
  Number of Shares

  	
   

  	
  Exercise Price

  	
   

  
	
  2000119

  	
   

  	
  3/23/2000

  	
   

  	
   

  	
  23,000

  	
   

  	
   

  	
   

  	
  $

  	
  31.00

  	
   

  	
   

  
	
  2000678

  	
   

  	
  4/24/2002

  	
   

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
  $

  	
  30.15

  	
   

  	
   

  
	
  2000998

  	
   

  	
  4/24/2003

  	
   

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
  $

  	
  31.15

  	
   

  	
   

  
	
  2001811

  	
   

  	
  12/10/2004

  	
   

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
  $

  	
  31.77

  	
   

  	
   

  
	
  2001876

  	
   

  	
  4/21/2005

  	
   

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
  $

  	
  31.23

  	
   

  	
   

  
	
  2001405

  	
   

  	
  4/29/2004

  	
   

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
  $

  	
  50.03

  	
   

  	
   

  






 


Section 5 of
each of the Option Agreements is hereby amended and restated in its entirety as
follows:


“Cessation of Service.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:


(i)            Should Optionee
cease to remain in Service for any reason (other than death, Permanent
Disability or Misconduct) while this option is outstanding, then this option
shall remain exercisable until the earlier of (i) the expiration of
the three (3)-month period measured from the date of such cessation of Service
or (ii) the Expiration Date.













(ii)           Should Optionee die
while holding this option, then Optionee’s Beneficiary shall have the right to
exercise this option until the earlier of (A) the expiration of the
twelve (12)-month period measured from the date of Optionee’s death or
(B) the Expiration Date.


(iii)          Should Optionee
cease Service by reason of Permanent Disability while this option is
outstanding, then this option shall remain exercisable until the earlier of
(i) the expiration of the twelve (12)-month period measured from the date
of such cessation of Service or (ii) the Expiration Date.


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


(v)           Should Optionee’s
Service be terminated for Misconduct or should Optionee engage in Misconduct
while this option is outstanding, then this option shall terminate immediately
and cease to be outstanding.”


2.             Acknowledgement.  Optionee has consulted with Optionee’s own
tax and legal advisors regarding this Amendment and is not relying upon the
Corporation for any advice in connection herewith.


3.             Full Effect.  Except as amended by this Amendment, the
remaining terms of the Option Agreement shall remain in full force and
effect.  All capitalized terms in this
Amendment shall have the meaning assigned to them in the Option Agreement
unless otherwise defined herein.


IN WITNESS WHEREOF, the parties have executed this
Amendment to be effective as of the date first set forth above.


Silicon
Laboratories Inc.


	
  By:

  	
   

  	
  /s/ Diane M. Williams

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Diane M. Williams

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Sr. Director of Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ William G. Bock

  	
   

  	
   

  
	
  William G. Bock

  	
   

  	
   

  



 



 2