Exhibit
10.1





E-Mail & Federal Express
Delivery


November 1, 2006


Mr. William Bock


44 Pascal Lane


Austin, TX 
78746


Dear Bill:


This is a revision
to your original offer letter dated October 26, 2006 and confirmation of your
acceptance of the new terms herein.


We are pleased to offer you the position of
Senior Vice President, Finance & Administration and Chief Financial Officer
reporting to Necip Sayiner, Chief Executive Officer.  The additional terms of our offer of
employment are as follows:


Offer


You will be paid a bi-weekly base salary of $11,538.47($300,000)
annually (“Base Salary”),
and you will be eligible to participate in the Company’s 2007 Bonus Plan, with
an annual target payout of $300,000 (the “Bonus”).  The criteria for earning a
Bonus will be set by the CEO and the Compensation Committee in accordance with
the 2007 Bonus Plan.  All payments of Base Salary and Bonus will be made
less all applicable deductions and authorized withholdings in accordance with
the Company’s standard payroll practices.


Option Grant


You will be granted a nonstatutory stock option
(the “Option”)
to purchase 250,000 shares of Silicon Laboratories Inc. Common Stock (the “Option Shares”). 
The Option will have an exercise price per share equal to the closing price as
reported on the Nasdaq National Market on your start date.  The Option
Shares will be subject to a five-year vesting schedule such that twenty
percent of the Option Shares will vest on the first anniversary of your start
date and the remaining Option Shares will vest monthly at a rate of 4,166
option shares per month thereafter, contingent upon your continued service as
an employee, consultant or director of the Company, in each case, through such
anniversary and the last day of each such month.  The Option will be
subject to the terms and conditions of the attached Notice of Grant of Stock
Option, Stock Option Agreement, Addendum to Stock Option Agreement and 2000
Stock Incentive Plan.


Restricted
Stock Units


You will also be granted an award of 75,000
Restricted Stock Units (the “Award”).  The Award will vest in five annual
installments at the rate of 20% of the Restricted Stock Units on each
anniversary of your start date, contingent upon your continued service as an
employee, consultant or director of the Company through each such date. 
The Award will be subject to the terms and conditions of the attached Notice of
Grant of Restricted Stock Units, Restricted Stock Units Agreement, Addendum to
Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement
and the 2000 Stock Incentive Plan.


4635 Boston Lane


Austin, Texas 78735


Phone (512) 416-8500


Fax (512) 416-9669


www.silabs.com









 



Benefits


The Company offers a competitive
benefits/compensation package including Medical Insurance, Dental Insurance, Vision
Care, Short Term Disability, Long Term Disability Life Insurance, and the 125
Cafeteria Plan for Medical and Dependent Care Reimbursements.  You will be
eligible to participate in the Company’s 401(k) Plan.  The Company will match
employee 401(k) contributions dollar-for-dollar to a maximum of $5,000 annually.
You may also enroll in the Company’s employee stock purchase plan on the
enrollment date following your start date and purchase Silicon Laboratories Inc. stock
through a payroll deduction at a 15% discount. 
You will receive three (3) weeks of paid vacation and 13 paid holidays.


Severance


In the event of your Involuntary Termination for
any reason other than Misconduct, you will be eligible to receive a gross
payment equal to your annual Base Salary plus a bonus payment (calculated by
doubling the actual bonus amount earned by you under the then applicable
Company Bonus Plan for the last two full fiscal quarters prior to your
Involuntary Termination) (such Base Salary and bonus are collectively referred
to herein as the “Severance
Payment”), contingent upon your execution of an agreement in a
form satisfactory to the Company containing a full general release of any and
all potential claims against the Company and its affiliates and agents
(generally in a substantially similar form as the attached).  Such
Severance Payment shall be made less all applicable deductions and authorized
withholdings and be paid in a lump sum within 30 days after the effective date
of the release agreement.  In addition and similarly contingent upon
execution of an appropriate release, for the time during which you are
unemployed or not eligible for health insurance benefits from a new employer
immediately following such Involuntary Termination for any reason other than Misconduct,
but not to exceed one year following the “qualifying event” date as determined
under COBRA, the Company will pay on your behalf the premium you would be
required to pay to maintain COBRA coverage for you and your dependents. 
In the event of your Misconduct, you shall repay any Severance Payment and
COBRA coverage payments previously paid to you.


For purposes of this Agreement, an “Involuntary Termination”
shall mean the involuntary termination of your employment by the Company or
your voluntary resignation following (A) a change in your position with
the Company (or parent or subsidiary employing you) which materially reduces
your level of authority or responsibility, (B) a reduction in your level
of cash compensation (including base salary and target bonus under any
performance based bonus or incentive programs) by more than 15% unless pursuant
to a reduction that is also applied to substantially all other executive
officers of the Company, (C) a relocation of your place of employment by
more than 50 miles, provided and only if such change, reduction or relocation
is effected by the Company without your consent, or (D) a material breach
by the Company of the terms of this letter.


For purposes of this Agreement, the term “Misconduct” shall
mean (a) your commission of any act of fraud, embezzlement or dishonesty
in any way related to your employment with the Company or that, in the
reasonable opinion of the Board, adversely affects the Company’s prospects or
reputation or your ability to perform your obligations or duties to the Company
or any of its subsidiaries, (b) your unauthorized use or disclosure of
confidential information or trade secrets of the Company (or any Parent or
Subsidiary), (c) your indictment with respect to any crime that could, in the
reasonable opinion of the Board, adversely affect the Company’s prospects or
reputation or your ability to perform your obligations or duties to the Company
or any of its subsidiaries, including without limitation any charges of
securities fraud, insider trading, or money laundering, (d) any conviction
of, or plea of guilty or no contest to, a felony, during your employment with
the Company or with respect to an act occurring during your employment with the
Company, (e) any intentional wrongdoing on your part, whether by omission
or commission, which adversely affects the business or affairs of the Company
(or any parent or subsidiary) in a material manner, or (f) any breach by
you of any agreement between you and the Company, including this agreement or
the New-Hire Proprietary Information, Inventions, Non-Competition and
Non-Solicitation Agreements.









 



For purposes of this Agreement, a “Voluntary Termination”
shall mean a voluntary termination that is not an Involuntary Termination.


The foregoing definitions of “Involuntary
Termination” and “Misconduct” shall control over conflicting definitions for
the same terms in the Notice of Grant of Stock Option, Stock Option Agreement,
Addendum to Stock Option Agreement, Notice of Grant of Restricted Stock Units,
Restricted Stock Units Agreement, Addendum to Notice of Grant of Restricted
Stock Units and Restricted Stock Units Agreement, and 2000 Stock Incentive
Plan.


The foregoing definitions shall not affect the
Company’s right to terminate your employment at any time or for any reason.


Additional
Conditions


	
  ·

  	
   

  	
  As a condition of
  employment, you must sign the New-Hire Proprietary Information, Inventions,
  Non-Competition and Non-Solicitation Agreements on your start date.  A
  copy is enclosed for your review.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  As a condition of
  employment, you must also complete the enclosed Application for Employment
  and return it as indicated herein.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  As a condition of
  employment, you are subject to receipt of a background check which is
  satisfactory to the Company. Please complete the enclosed Disclosure and
  Release form and return it as soon as possible.

  



 


This sets forth the entire agreement among the
parties regarding the terms of your employment.  The terms of your employment
may not be amended other than pursuant to a written agreement between you and
the Company that has been approved by the Board of Directors.


Your anticipated start date is Wednesday, November
8, 2006.  We look forward to having you as a key member of
the Silicon Labs leadership team.


	
  Sincerely,

  
	
   

  
	
  /s/ Diane M.
  Williams

  	
   

  
	
   

  
	
   

  
	
  Diane Marra
  Williams

  
	
  Sr. Director,
  Human Resources

  



 


DMW:dc


Enclosures (2)


cc:  Necip
Sayiner


	
  /s/ William Bock

  	
   

  	
  November 3, 2006

  	
   

  
	
  William Bock

  	
   

  	
  Date: