Exhibit 10.6
NATIONAL SEMICONDUCTOR CORPORATION
DIRECTOR STOCK PLAN
as amended through June 26, 1997
1. PURPOSE
The purposes of the Director Stock Plan (the "Plan") of National
Semiconductor Corporation (the "Corporation") are to promote the recruiting and
retention of highly qualified individuals to serve in the capacity of
non-employee directors of the Corporation and to strengthen the commonality of
interest between directors and stockholders.
2. STOCK SUBJECT TO THE PLAN
200,000 shares of the Corporation's $.50 par value Common Stock shall be
available for issuance under the Plan, subject to adjustment as provided in
Paragraph 6, which may be unissued shares, reacquired shares, or shares bought
on the market.
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Corporation, whose construction and interpretation of the terms and provisions
of the Plan shall be final and conclusive. The amount of the Common Stock to be
issued under the Plan, the timing of the issuance of the Common Stock under the
Plan, and terms as to eligibility shall be in accordance with the terms of the
Plan.
4. ELIGIBILITY
Common Stock issued under this Plan may be issued only to directors of the
Corporation who are not employees of the Corporation or its subsidiaries or
affiliates and have not been such employees for at least one year prior to
becoming eligible to receive benefits under this Plan.
5. TERMS OF STOCK AWARDS
(a) Common Stock shall be issued automatically to all eligible directors as
follows: (i) on the date of the approval of the Plan by the holders of a
majority of the shares represented at a meeting of the Corporation's
stockholders duly called and held in accordance with the Corporation's by-laws
and applicable law, each eligible director shall be issued 1,000 shares of
Common Stock; (ii) each person who becomes an eligible director after the date
of stockholder approval of the Plan shall be issued 1,000 shares of Common Stock
on the date of the appointment of such person to the Board of Directors; and
(iii) each eligible director shall be issued 1,000 shares of Common Stock on the
date of each subsequent election of such director to the Board of Directors by
the stockholders.
(b) Common Stock shall be issued to each eligible director who elects
within ten (10) days after the date of (i) initial appointment to the Board of
Directors, or (ii) each subsequent election to the Board of Directors by
stockholders, to receive the full value of the director's annual cash retainer
fees for Board membership and Committee chairmanship in Common Stock. The number
of shares to be issued shall be determined by dividing the retainer fee by the
opening price of the Common Stock on the New York Stock Exchange on the date of
initial appointment or the subsequent reelection by the stockholders, as
applicable. If there is no trading on such day, the opening price of the Common
Stock on the New York Stock Exchange on the first previous trading date shall be
used. Fractional shares shall not be issued and the value of any fractional
shares shall be paid in cash.
(c) Common Stock issued under the Plan, whether pursuant to Paragraph 5(a)
or 5(b), shall be restricted from sale, assignment or other transfer for a
period of six months from the date of issuance. In the event any recipient shall
cease to act as a Director prior to expiration of six months from the date of
issuance, all rights in and to the Common Stock so issued shall be forfeited and
shall revert to the Company. All Common Stock acquired by the Company in this
manner shall be retired and cancelled promptly after the acquisition thereof.
All such shares shall upon such cancellation become available for reissuance
under the Plan.
(d) While the Plan is in effect, the Corporation at all times will keep
available the number of shares of stock required to satisfy the terms of the
Plan.
(e) The Corporation will seek to obtain from each regulatory commission or
agency having jurisdiction such authority as may be required to issue shares of
stock under the Plan. Inability of the Corporation to obtain from any such
regulatory commission or agency authority which counsel for the Corporation
deems necessary for the lawful issuance of its stock under the Plan shall
relieve the Corporation from any liability for failure to issue such stock until
such time when such authority is obtained or is obtainable.
(f) Nothing in this Plan shall confer on any participant any right to
continue as a director of the Corporation.
6. ADJUSTMENT IN NUMBER OF SHARES
In the event there is any change in the shares of the Corporation through
the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges of
shares, or otherwise, the number of shares available for issuance, as well as
the number of shares to be issued pursuant to the terms of Paragraph 5 (a),
shall be proportionately adjusted, provided that the number of shares issuable
at any one time to any one participant shall always be a whole number.
7. PAYMENT OF WITHHOLDING TAXES
The payment of all or part of any applicable withholding taxes due upon
issuance of stock under the Plan, up to the highest marginal rates then in
effect, shall be made by the withholding of shares otherwise issuable. Shares
withheld in payment of such taxes shall be valued at the fair market value of
the Corporation's Common Stock on the date of issuance of stock under the Plan.
8. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
(a) The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law; provided, however, that the Plan may not be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, or the rules thereunder. The Board will seek stockholder approval
of an amendment if determined to be required by or advisable under regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange on which the Corporation's stock is listed or other
applicable law or regulation.
(b) The Plan, unless sooner terminated, shall terminate on June 26, 2007.
No stock may be issued under the Plan until the Plan is approved by stockholders
or while the Plan is suspended or after it is terminated.
9. EFFECTIVE DATE
The Plan shall become effective on August 20, 1992, subject to approval by
the stockholders of the Corporation within twelve months after such date.