Intersil Corporation 1001 Murphy Ranch Road Milpitas, CA 95035

Exhibit 10.1

March 11, 2013

Mr. Necip Sayiner

5621 Clarion Cove

Austin TX 78746

Employment Agreement

Dear Necip:

Intersil Corporation (“Intersil” or the “Company”) is pleased to offer you employment as the President and Chief Executive Officer of Intersil on the terms set forth below.  This agreement (the “Employment Agreement”) is effective as of March 14, 2013 (the “Effective Date”). 

If requested by Intersil, you will resign (in writing) your position as a Director of the Company and any other positions you hold with the Company or its subsidiaries upon any termination of your employment. 

            Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to four payments, each in the amount of $368,000, payable within 30 days after each of the first two March 1 and September 1 dates following your termination of employment, (iii) entitled to full vesting of any unvested portion of your initial award of 433,000 DSUs listed in Section 4, (iv) entitled to accelerated vesting of your unvested stock options and DSUs awarded subsequent to your initial award (other than any unvested options and MSUs subject to performance-based vesting) in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award be less than 50% vested upon an Involuntary Termination or Termination without Cause);  (v) entitled to accelerated vesting as to a number of unvested MSUs with the number of shares payable to you with respect to a particular MSU grant being determined using Intersil’s Total Shareholder Return (TSR) relative to its peer group of companies (or such other measure of Company performance that may be specified by the Compensation Committee for a particular performance-based equity award) as measured for the period of three months preceding the date on which your Termination without Cause or Involuntary Termination, as the case may be, occurs (prorated  based on the number of days that have passed from the date the MSUs were granted to you until the date of your Involuntary Termination or Termination without Cause (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period));  (vi) eligible to convert your and your covered dependents' life insurance coverage to individual policies and Intersil shall reimburse you for the applicable premium(s) paid by you with respect to such policies until the one year anniversary of your termination date; (vii) if you qualify and are eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which employees participate (the “Retiree Medical Plan”), upon your termination (in accordance with its terms, as may be in effect from time to time) Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your or your spouse’s premiums under the Retiree Medical Plan when you or your spouse, as applicable, become eligible for Medicare or become covered under another employer’s medical plan (you agree to immediately notify Intersil if you or your spouse become eligible for Medicare or covered by another employer’s medical plan); and (viii) eligible to continue, at Intersil’s expense (through reimbursement or otherwise), your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefit plan or program maintained by Intersil for a period of one (1) year following your termination, if you do not qualify to participate in Intersil’s Retiree Medical Plan. You will not be reimbursed for the income, employment or other taxes incurred by you, your spouse or any of your covered

dependents in connection with any of the benefits described in clauses (vi), (vii) or (viii) above.  Any payments scheduled to be provided pursuant to this Section 8(b) prior to the 45^th day following your Involuntary Termination or Termination without Cause shall instead be paid in a lump sum on the 45^th day following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled.

 (c)                     Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal to 12 months of your Base Salary payable on the 45^th day following your Termination for Death or Disability; (ii) entitled to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of a payment of $736,000 payable on the 45^th day following your Termination for Death or Disability; (iii) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all of your stock options and DSUs (other than MSUs) and (iv) with respect to MSUs, entitled to vesting of a number of unvested MSUs with the number of shares payable to you with respect to a particular MSU grant being determined using Intersil’s Total Shareholder Return (TSR) relative to its peer group of companies (or such other measure of Company performance that may be specified by the Compensation Committee for a particular performance-based equity award) as measured for the period of three months preceding the date on which your Termination for Death or Disability occurs (prorated  based on the number of days that have passed from the date the MSUs were granted to you until the date of your Involuntary Termination or Termination without Cause (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)).   Following your Termination for Death or Disability, the exercise period with respect to your stock options will be equal to the lesser of twelve months or the remaining term of the applicable stock option.  Notwithstanding the foregoing, to the extent required to avoid the imposition of any penalty taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (a) the payment described in clause (i) of this Section 8(c) shall be made in equal installments over the 12-month period following your termination due to disability, (b) the payment described in clause (ii) of this Section 8(c) shall be made in four equal installments, on (or within 30 days after) the first two March 1 and September 1 following your termination due to disability and (c) any payments scheduled to be provided pursuant to this sentence prior to the 45^th day following your termination due to disability shall instead be paid in a lump sum on the 45^th day following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled in accordance with this sentence.

(d)                  Notwithstanding any other provision of this Employment Agreement to the contrary, if you are a "specified employee" within the meaning of Section 409A of the Code and the regulations issued thereunder, and a payment or benefit provided for in this Employment Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after your "separation from service" within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a  “Separation from Service”), then such payment or benefit required under this Employment Agreement shall not be paid (or commence) during the six-month period immediately following your Separation from Service except as provided in the immediately following sentence. In such an event, any payments or benefits that would

otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to you (with simple interest calculated thereon at LIBOR plus 50 basis points as of the date of such Separation from service) in a lump-sum payment on the earlier of (i) the first business day of the seventh month following your Separation from Service or (ii) the 10^th business day following your death.  If your termination of employment hereunder does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of your employment and which are subject to Code Section 409A shall not be paid until you have experienced a Separation from Service.    For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), your right to receive installment payments under this Employee Agreement will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. 

(e)                   If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only to the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil, provided however, that, to the extent necessary to comply with Section 409A of the Code, such forfeitures shall first apply against the latest scheduled cash payments, then to current cash payments and then to non-cash benefits.  The calculations required under this Section 8(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.

(f)                  Subject to Section 8(e), no payments due you hereunder shall be subject to mitigation or offset.    

Any reimbursement or payment of premiums or other costs by Intersil pursuant to this Section shall be made no later than the end of the calendar year following the calendar year in which the applicable premium or other cost is incurred by you.

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            Necip, we very much look forward to your joining Intersil and performing the duties described in this Employment Agreement. Please indicate your acceptance of the terms of this Employment Agreement by signing in the place indicated below.

                                                                        Sincerely,

INTERSIL CORPORATION

By:                                                                  /s/ James V. Diller

    Name:    James V. Diller

    Title:    Interim President and CEO

Acknowledged and Agreed:

/s/ Necip Sayiner

March 11, 2013

Exhibit A

Intersil Corporation

Employee Release Agreement

            Except as otherwise set forth in this Employee Release Agreement (the “Agreement”), I, ______________________________, hereby release, acquit and forever discharge Intersil Corporation (the “Company”), its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing.  Notwithstanding the foregoing, I am not releasing the following  claims: (a) any rights or claims for defense and indemnification I may have pursuant to my signed indemnification agreement with the Company, the charter, bylaws, operating agreements and insurance policies of the Company, or under applicable law; (b) any obligations of the Company to provide me with continued coverage under the Company’s directors and officers liability insurance policy to the same extent that it has provided such coverage to previously departed officers and directors of the Company; (c) any rights or claims which are not waivable as a matter of law; (d) any vested equity awards; (e) any claims for breach of the Employment Agreement arising after the date that I sign this Agreement; and (f) any claims for breach of this Agreement.   

            I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company or any other related party identified above.  Accordingly, I agree and acknowledge that the above general release provision applies not only to claims that are presently known, suspected, or

disclosed to me, but also to claims that are presently unknown, unsuspected, or undisclosed to me.  I acknowledge that I am assuming the risk that the facts may turn out to be different from what I believe them to be and agree that the general release in this Agreement shall be in all respects effective and not subject to termination or rescission because of such mistaken belief.

          I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Agreement; (b) I have the right to consult with an attorney prior to executing this Agreement; (c) I have twenty-one (21) days to consider this Agreement (although I may choose to voluntarily execute this Agreement earlier); (d) I have seven (7) days following my execution of this Agreement to revoke the Agreement by providing written notice to the Company; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Agreement is executed by me, provided that the Company has also executed this Agreement by that date.

NECIP SAYINER                                                            INTERSIL CORPORATION

______________________________                        By: _______________________________

Dated:            ________________________                        Title:            ____________________________

                                                                                    Dated:            ____________________________