SILICON LABORATORIES INC. 2009 STOCK INCENTIVE PLAN

By his or her signature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement and this Grant Notice.  The Participant has reviewed the Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Award Agreement and the Plan.  The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Units.

APPENDIX A

ILLUSTRATION OF RELATIVE RETURN FACTOR AND RESULTING NUMBER OF EARNED UNITS

ILLUSTRATIONS OF CALCULATION OF EARNED UNITS

PER 1,000 TARGET UNITS

Company Total Stockholder Return Exceeds Benchmark Index Total Return

Company Total Stockholder Return Is Less Than Benchmark Index Total Return

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APPENDIX B

ILLUSTRATION OF ADJUSTMENT TO AVERAGE PER SHARE CLOSING PRICE
TO REFLECT ASSUMED REINVESTMENT OF CASH DIVIDENDS AND DISTRIBUTIONS

1.                                        Assumptions:

·                   For the purposes of this illustration only, the averaging periods for determination of the Average Per Share Closing Price and the Average Closing Index Value are assumed to be the 10-day periods ending on the first day of the Performance Period and the last day of the Performance Period.

·                   The Company declares and pays a quarterly cash dividend of $0.20 per share throughout all periods relevant to this illustration, with ex-dividend dates occurring each year on or about March 28, June 28, September 28 and December 28.

·                   On the ex-dividend date, the dividend paid is reinvested to purchase an additional fractional share.

·                   The Performance Period begins on January 1, 2XX1 and ends on December 31, 2XX3

2.              Calculate Average Per Share Closing Price at the beginning of the Performance Period.

On the ex-dividend date occurring on December 28, 2XX0, assume that the dividend of $0.20 paid on one share is reinvested.  Compute an adjusted Average Per Share Closing Price for the five trading days during the 10-day period ending 01/01/2XX1.

3.              Calculate Accumulated Shares During the Performance Period.

On each ex-dividend date during the Performance Period, assume that the dividend of $0.20 paid on one share is reinvested, and the fractional share is added to the 1.0053 accumulated shares determined during the initial averaging period.

4.              Calculate Average Per Share Closing Price at the end of the Performance Period.

On the ex-dividend date occurring on December 28, 2XX3, assume that the dividend of $0.20 paid on one share is reinvested, and the fractional share is added to the 1.0672 accumulated shares determined through the last ex-dividend date prior to the final averaging period.  Compute an adjusted Average Per Share Closing Price for the seven trading days during the 10-day period ending 12/31/2XX3.

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SILICON LABORATORIES INC.

2009 STOCK INCENTIVE PLAN

MARKET STOCK UNITS AWARD AGREEMENT

U.S. PARTICIPANTS

Silicon Laboratories Inc. (the “ Company ”) has granted to the Participant named in the Market Stock Units Grant Notice (the “ Grant Notice ” ) to which this Market Stock Units Award Agreement (this “ Award Agreement ” ) is attached an Award consisting of Market Stock Units (the “ Units ”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement.  The Award has been granted pursuant to the Silicon Laboratories Inc. 2009 Stock Incentive Plan (the “ Plan ” ), as amended to the Grant Date, the provisions of which are incorporated herein by reference.

Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

1.              THE AWARD .

The Company hereby awards to the Participant the Target Number of Units set forth in the Grant Notice, which, depending on the extent to which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units.  Subject to the terms of this Award Agreement and the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive one (1) share of Common Stock (a “ Share ”) on the Settlement Date.  Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of such Units.  Prior to settlement of any earned and vested Units, such Units will represent an unfunded and unsecured obligation of the Company.

2.              MEASUREMENT OF PERFORMANCE CRITERIA .

The components of Performance Criteria shall be determined for the Performance Period in accordance with the following:

2.1           “ Company Total Stockholder Return ” means the percentage point increase or decrease in (a) the Average Per Share Closing Price for the 180-day period ending on the last day of the Performance Period over (b) the Average Per Share Closing Price for the 180-day period ending on the first day of the Performance Period.

2.2           “ Average Per Share Closing Price ” means the average of the daily closing prices per Share as reported on the NASDAQ Stock Market for all trading days falling within an applicable 180-day period described in Section 2.1.  The Average Per Share Closing Price shall be adjusted in each case to reflect an assumed reinvestment, as of the of applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders, as applicable, during the 180-day period ending on the first day of the Performance Period and during the Performance Period.  The method of adjustment of the Average Per Share Closing Price to reflect the assumed reinvestment of cash dividends and other cash distributions to stockholders is illustrated in Appendix B to the Grant Notice.

2.3           “ Benchmark Index Total Return ” means the percentage point increase or decrease in (a) the Average Closing Index Value for the 180-day period ending on the last day of the

Performance Period over (b) the Average Closing Index Value for the 180-day period ending on the first day of the Performance Period.

2.4           “ Average Closing Index Value ” means the average of the daily closing index values of the Benchmark Index as reported by the NASDAQ OMX Group, Inc. for all trading days falling within an applicable 180-day period described in Section 2.3.

3.              COMMITTEE CERTIFICATION OF EARNED UNITS .

3.1           Level of Performance Criteria Attained.   On or before the Vesting Date following completion of the Performance Period, the Committee shall certify in writing the level of attainment of the Performance Criteria during the Performance Period, the resulting Relative Return Factor and the number of Units which have become Earned Units.

3.2           Adjustment for Leave of Absence or Part-Time Work.   Unless otherwise required by law or Company policy, if the Participant takes a leave of absence or commences working on a part-time basis during the Performance Period, the Committee may, in its discretion, reduce on a pro rata basis (reflecting the portion of the Performance Period worked by the Participant on a full-time equivalent basis) the number of Units which would otherwise become Earned Units, or provide that the number of Units which would otherwise become Earned Units shall be reduced as provided by the terms of an agreement between the Participant and the Company pertaining to the Participant’s leave of absence or part-time schedule.

4.              VESTING OF EARNED UNITS .

4.1           Normal Vesting.  Except as otherwise provided by this Award Agreement, Earned Units shall vest and become Vested Units as provided in the Grant Notice.

4.2           Vesting Upon a Change in Control.   In the event of a Change in Control, the vesting of Earned Units shall be determined in accordance with Section 9.1.

4.3           Vesting Upon Involuntary Termination Following a Change in Control.   In the event that upon or within eighteen (18) months following the effective date of a Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of Earned Units shall be determined in accordance with Section 9.2.

5.              TERMINATION OF SERVICE .

5.1           General Rule.   In the event that the Participant ceases to provide services to the Company (or any Subsidiary or Affiliate) in the capacity of an Employee, Director or Consultant (collectively referred to herein as “ Service ”) for any reason, with or without cause, other than by reason of the Participant’s death or the Participant’s termination of Service described in Section 4.3, the Participant shall forfeit and the Company shall automatically reacquire all Units which are no