A PARTICIPANT BY
ONE OR MORE PARTICIPATING COMPANIES DURING SUCH INDIVIDUAL'S PERIOD OF
PARTICIPATION IN ONE OR MORE OFFERING PERIODS UNDER THE PLAN AND SHALL BE
CALCULATED BEFORE DEDUCTION OF (I) ANY INCOME OR EMPLOYMENT TAX WITHHOLDINGS OR
(II) ANY CONTRIBUTIONS MADE BY THE PARTICIPANT TO ANY CODE SECTION 401(K) SALARY
DEFERRAL PLAN OR ANY CODE SECTION 125 CAFETERIA BENEFIT PROGRAM NOW OR HEREAFTER
ESTABLISHED BY THE CORPORATION OR ANY CORPORATE AFFILIATE.
BASE SALARY SHALL
NOT INCLUDE (I) ANY BONUSES, COMMISSIONS, PROFIT-SHARING DISTRIBUTIONS OR OTHER
INCENTIVE-TYPE PAYMENTS OR (II) ANY CONTRIBUTIONS MADE BY THE CORPORATION OR ANY
CORPORATE AFFILIATE ON THE PARTICIPANT'S BEHALF TO ANY EMPLOYEE BENEFIT OR
WELFARE PLAN NOW OR HEREAFTER ESTABLISHED (OTHER THAN CODE SECTION 401(K) OR
CODE SECTION 125 CONTRIBUTIONS DEDUCTED FROM SUCH BASE SALARY).
B.
BOARD SHALL MEAN THE CORPORATION'S BOARD
OF DIRECTORS.
C.
CHANGE OF CONTROL SHALL MEAN A CHANGE OF
OWNERSHIP OF THE CORPORATION PURSUANT TO ANY OF THE FOLLOWING TRANSACTIONS:
(I)
A MERGER OR CONSOLIDATION IN WHICH
SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING
POWER OF THE CORPORATION'S OUTSTANDING SECURITIES ARE TRANSFERRED TO A PERSON OR
PERSONS DIFFERENT FROM THE PERSONS HOLDING THOSE SECURITIES IMMEDIATELY PRIOR TO
SUCH TRANSACTION, OR
(II)
THE SALE, TRANSFER OR OTHER DISPOSITION OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION IN COMPLETE
LIQUIDATION OR DISSOLUTION OF THE CORPORATION, OR
(III)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY
A 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.
D.
CODE SHALL MEAN THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
E.
COMMON STOCK SHALL MEAN THE
CORPORATION'S COMMON STOCK.
F.
CORPORATE AFFILIATE SHALL MEAN ANY
PARENT OR SUBSIDIARY CORPORATION OF THE CORPORATION (AS DETERMINED IN ACCORDANCE
WITH CODE SECTION 424), WHETHER NOW EXISTING OR SUBSEQUENTLY ESTABLISHED.
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.
EFFECTIVE TIME SHALL MEAN THE TIME AT
WHICH THE UNDERWRITING AGREEMENT IS EXECUTED. ANY CORPORATE AFFILIATE WHICH
BECOMES A PARTICIPATING CORPORATION AFTER SUCH EFFECTIVE TIME SHALL DESIGNATE A
SUBSEQUENT EFFECTIVE TIME WITH RESPECT TO ITS EMPLOYEE-PARTICIPANTS.
I.
ELIGIBLE EMPLOYEE SHALL MEAN ANY
PERSON WHO IS EMPLOYED BY A PARTICIPATING CORPORATION ON A BASIS UNDER WHICH HE
OR SHE IS REGULARLY EXPECTED TO RENDER MORE THAN TWENTY (20) HOURS OF SERVICE
PER WEEK FOR MORE THAN FIVE (5) MONTHS PER CALENDAR YEAR FOR EARNINGS CONSIDERED
WAGES UNDER CODE SECTION 3401(A).
J.
ENTRY DATE SHALL MEAN THE DATE AN
ELIGIBLE EMPLOYEE FIRST COMMENCES