GENERAL
PARTNER, TRUSTEE, BOARD MEMBER, EMPLOYEE, CONSULTANT OR CONTRACTOR FOR
EXECUTIVE'S ESTATE PLANNING ENTITIES (WHICH DO NOT PROVIDE ANY SERVICES TO THIRD
PARTIES) OR CHARITABLE ORGANIZATIONS NOR (II) SERVING ON THE BOARD OF DIRECTORS
OF ANY COMPANY OTHER THAN AS AN EXECUTIVE CHAIRMAN OF THE BOARD OR A SIMILAR
ROLE, SHALL CONSTITUTE EMPLOYMENT, CONSULTING OR CONTRACTING FOR PURPOSES OF
THIS SECTION 3.1.
ON THE FIRST PAYDAY OF THE COMPANY FOLLOWING THE EXPIRATION
OF SIX MONTHS FROM THE RESIGNATION DATE (SUCH SIX MONTH PERIOD, THE "WAITING
PERIOD"), THE COMPANY WILL PAY TO THE EXECUTIVE THE SEVERANCE PAYMENTS THAT
WOULD HAVE BEEN MADE TO THE EXECUTIVE DURING SUCH WAITING PERIOD IN ACCORDANCE
WITH THE COMPANY'S REGULAR PAYROLL SCHEDULE BUT FOR THE WAITING PERIOD.
ANY
FURTHER SEVERANCE PAYMENTS WILL BE PAID IN ACCORDANCE WITH THE REGULAR PAYROLL
SCHEDULE OF THE COMPANY DURING THE REMAINDER OF THE SEVERANCE PERIOD.
EXECUTIVE
SHALL PROMPTLY REPORT TO THE COMPANY HIS EMPLOYMENT OR HIS ENGAGEMENT AS A
CONSULTANT OR CONTRACTOR DURING THE SEVERANCE PERIOD.
3.2
LUMP SUM.
COMPANY AGREES TO PAY EXECUTIVE
$100,000 ON THE FIRST PAYDAY OF THE COMPANY FOLLOWING THE END OF THE WAITING
PERIOD, LESS ALL APPLICABLE WITHHOLDING.
SUCH AMOUNT WILL BE PAYABLE
NOTWITHSTANDING THE LAPSE OF THE SEVERANCE PERIOD.
3.3
BENEFITS.
DURING THE CONTINUATION COVERAGE
PERIOD SPECIFIED IN SECTION 4980B OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED ("CODE"), AND PART 6 OF TITLE 1 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1986, AS AMENDED, EXECUTIVE HEREBY ELECTS TO CONTINUE TO
PARTICIPATE IN ANY MEDICAL, PRESCRIPTION DRUG, DENTAL, VISION, HEALTH CARE
SPENDING ACCOUNT AND ANY OTHER "GROUP HEALTH PLAN" (AS SUCH TERM IS USED IN
SECTION 4980B OF THE CODE) FOR THE CONTINUED BENEFIT OF THE EXECUTIVE (AND THE
EXECUTIVE'S SPOUSE AND MINOR CHILDREN) IN WHICH SUCH PERSON(S) WERE
PARTICIPATING IMMEDIATELY PRIOR TO THE RESIGNATION DATE OR, IF SUCH ARRANGEMENTS
ARE ALTERED BY THE COMPANY, WHICH IS PROVIDED TO SIMILARLY
3
SITUATED BENEFICIARIES UNDER THE PLANS WITH RESPECT TO WHICH A QUALIFYING EVENT
HAS NOT OCCURRED ("COBRA COVERAGE").
DURING THE WAITING PERIOD, THE COMPANY
WILL PAY ON THE EXECUTIVE'S BEHALF THE PREMIUM THE EXECUTIVE WILL BE REQUIRED TO
PAY TO MAINTAIN SUCH COVERAGE FOR SUCH PERSON(S) DURING THE WAITING PERIOD;
PROVIDED THAT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE ANY PAYMENT FOLLOWING
THE END OF THE SEVERANCE PERIOD.
IN ADDITION, DURING ANY REMAINING SEVERANCE
PERIOD FOLLOWING THE WAITING PERIOD, THE COMPANY WILL PAY TO THE EXECUTIVE AN
AMOUNT EQUAL TO THE PREMIUM THE EXECUTIVE WILL BE REQUIRED TO PAY DURING THE
PERIOD OF COBRA COVERAGE TO MAINTAIN SUCH COVERAGE FOR SUCH PERSON(S), LESS
APPLICABLE WITHHOLDING.
SUCH PAYMENTS SHALL BE MADE IN EQUAL, REGULAR
INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL SCHEDULE.
3.4
RESTRICTED STOCK VESTING.
COMPANY AGREES TO
WAIVE ITS RIGHT OF REPURCHASE WITH RESPECT TO 64,286 UNVESTED SHARES
("ACCELERATED SHARES") OF COMMON STOCK ACQUIRED BY EXECUTIVE PURSUANT TO THAT
CERTAIN SILICON LABORATORIES INC. STOCK ISSUANCE AGREEMENT BETWEEN THE COMPANY
AND EXECUTIVE DATED AS OF AUGUST 27, 2001 (THE