**Exhibit 10.06**

**AMENDMENT TO**

**EXECUTIVE**

**CHANGE IN CONTROL**

**SEVERANCE BENEFITS AGREEMENT**

WHEREAS, on March 15, 2004, Louis DiNardo (“Executive”) and Intersil Corporation, a Delaware corporation (the “Company” )entered into an Executive Change In Control Severance Benefits Agreement (the “Agreement”); 

WHEREAS, Section 7.6 of theAgreement provides that it may be amended only upon the mutual written consent of the Company and Executive and that the written consent of the Company to a change in the Agreement must be signed by an executive officer of the Company after suchchange has been approved by the Compensation Committee of the Company’s Board of Directors; 

WHEREAS, Executive and the Company nowdesire to amend the Agreement in connection with the amendment and restatement of Executive’s Employment Agreement with the Company, effective January 24, 2006; 

NOW THEREFORE, the Company and Executive hereby agree as follows: 

1. Section 2.2 of the Agreement ishereby amended and restated in its entirety to read as follows: 

**“2.2 Severance Payments.**The Company shall continue to pay theExecutive’s Annual Base Pay and full target Annual Bonus (without regard to satisfaction of any target performance objectives) for two years (the “*Severance Period*”) (less applicable deductions and withholdings) payable inaccordance with Intersil’s normal payroll practices immediately prior to the Covered Termination;” 

2. Section 4.2 of theAgreement is hereby amended and restated in its entirety to read as follows: 

“4.2. **Parachute Payments.**If all or any portion ofthe amounts payable or benefits provided to the Executive under this Agreement or otherwise are ‘excess parachute payments’ and are subject to the excise tax imposed by Section 4999 of the Code (the ‘Excise Tax’), and if thenet after-tax amount (taking into account all applicable taxes payable by the Executive, including without limitation any Excise Tax) that the Executive would receive with respect to such payments or benefits does not exceed the net after-tax amountthe Executive would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to the Executive without the imposition of the Excise Tax, then, only the extent necessary to eliminate theimposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by the Executive and the Company. The calculations 

required under this Section 4.2 shall be prepared by the Company and reviewed for accuracy by the Executive and the Company’s regular certifiedpublic accountants.” 

3. A new Section 2.6 is hereby added to the Agreement to read in its entirety as follows: 

“2.6 **409A Compliance.**If any payments due under this Agreement would subject Executive to any penalty tax imposed under Section 409A ofthe Code if such payments were made at the time as required herein, then the payments that cause the imposition such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of Executive’sseparation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.” 

**[REMAINDER INTENTIONALLY BLANK]**

**IN WITNESS WHEREOF,**the parties have executed this Amendment to the Agreement onthe day and year written above. 

 

**LOUIS DINARDO**

/s/ Louis DiNardo

 
**INTERSIL CORPORATION****By:** 
/s/ Richard M. Beyer
**Name:** Richard M. Beyer**Title:** Chief Executive Officer