preceding date for which such quotation
exists.
(ii)
In the absence of an established market
for the shares of Common Stock, the Fair Market Value established by the Plan
Administrator acting in good faith.
For the purposes of this provision, the "Applicable Date" shall be (a) with
respect to any Entry Date, the last business day immediately preceding the Entry
Date and (b) with respect to any Purchase Date, such Purchase Date.
N.
1933 ACT SHALL MEAN THE SECURITIES ACT OF
1933, AS AMENDED.
O.
NON-423(B) PLAN SHALL MEAN AN EMPLOYEE
STOCK PURCHASE PLAN WHICH IS NOT REQUIRED TO MEET THE REQUIREMENTS SET FORTH IN
SECTION 423(B) OF THE CODE, AS AMENDED.
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P.
PARTICIPANT SHALL MEAN ANY ELIGIBLE
EMPLOYEE OF A PARTICIPATING CORPORATION WHO IS PARTICIPATING IN THE PLAN.
Q.
PARTICIPATING CORPORATIONS SHALL MEAN THE
CORPORATION AND SUCH CORPORATE AFFILIATES AS MAY BE AUTHORIZED FROM TIME TO TIME
BY THE BOARD TO PARTICIPATE IN THE PLAN.
THE BOARD MAY DETERMINE THAT SOME
PARTICIPATING CORPORATIONS SHALL BE DESIGNATED TO PARTICIPATE IN THE
NON-423(B) PLAN.
THE PARTICIPATING CORPORATIONS IN THE CODE SECTION 423(B) PLAN
AND IN THE NON-423(B) PLAN ARE LISTED IN ATTACHED SCHEDULE A.
R.
PLAN SHALL MEAN THE CORPORATION'S 2009
EMPLOYEE STOCK PURCHASE PLAN, AS SET FORTH IN THIS DOCUMENT, AS AMENDED FROM
TIME TO TIME, WHICH INCLUDES A CODE SECTION 423(B) PLAN AND A NON-423(B) PLAN
COMPONENT.
S.
PLAN ADMINISTRATOR SHALL MEAN THE
COMMITTEE OF TWO (2) OR MORE BOARD MEMBERS APPOINTED BY THE BOARD TO ADMINISTER
THE PLAN.
T.
PRIOR PLAN SHALL MEAN THE SILICON
LABORATORIES INC. EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD ON
JANUARY 5, 2000, AS AMENDED.
U.
PURCHASE DATE SHALL MEAN THE LAST BUSINESS
DAY OF EACH PURCHASE INTERVAL.
V.
PURCHASE INTERVAL SHALL MEAN EACH
SUCCESSIVE SIX (6)-MONTH PERIOD WITHIN THE OFFERING PERIOD AT THE END OF WHICH
THERE SHALL BE PURCHASED SHARES OF COMMON STOCK ON BEHALF OF EACH PARTICIPANT.
W.
SEMI-ANNUAL ENTRY DATE SHALL MEAN THE LAST
BUSINESS DAYS IN APRIL AND OCTOBER EACH YEAR (OR SUCH OTHER DAYS AS MAY BE
ESTABLISHED BY THE PLAN ADMINISTRATOR) ON WHICH AN ELIGIBLE EMPLOYEE MAY FIRST
ENTER AN OFFERING PERIOD.
X.
STOCK EXCHANGE SHALL MEAN NASDAQ, THE
AMERICAN STOCK EXCHANGE OR THE NEW YORK STOCK EXCHANGE.
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PLAN HISTORY
January 29, 2009
Board adopts Plan with a reserve of 1,250,000 shares.
April 23, 2009
Stockholders approve Plan.