UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2006
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices)
(408) 721-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
Section 1 - Registrant's Business and Operations
- ------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement 3
Section 9 - Financial Statements and Exhibits 3
- -----------------------------------------------
Item 9.01 Financial Statements and Exhibits 4
Exhibits:
10.1 Management Contract or Compensatory Plan or Arrangement:
Executive Officer Incentive Plan Agreement
10.2 Management Contract or Compensatory Plan or Arrangement:
Restricted Stock Plan, as amended effective July 19, 2006
10.3 Management Contract or Compensatory Plan or Arrangement:
Form of Restricted Stock Grant Agreement
10.4 Management Contract or Compensatory Plan or Arrangement:
Form of Restricted Stock Unit Grant Agreement
10.5 Management Contract or Compensatory Plan or Arrangement:
Form of Performance Based Restricted Stock Unit Grant Agreement
Signature 5
NATIONAL SEMICONDUCTOR CORPORATION
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
a. The stockholders of National Semiconductor Corporation ("National"
or the "Company") approved the Executive Officer Incentive Plan, as
amended ("EOIP") at the Company's annual meeting of stockholders held
on October 1, 2004. A copy of the EOIP was filed with the SEC with the
Company's 2004 Form 10-K. Under SEC rules, the EOIP is considered a
material agreement of the Company. The EOIP is administered each
fiscal year with an agreement that is effective for that fiscal year.
On July 18, 2006, the Compensation Committee (the "Committee") of the
Company's Board of Directors approved the standard form of the EOIP
Agreement that is effective for fiscal year 2007 and subsequent fiscal
years. A copy of the EOIP Agreement is attached hereto as Exhibit
10.1. In administering the EOIP and determining incentives for fiscal
2006, the Committee decided on July 18, 2006 to approve a separate
additional incentive for Lewis Chew, Senior Vice President, Finance
and Chief Financial Officer, one of the Company's executive officers
for whom compensation information will appear in the 2006 proxy
statement. This incentive exceeds the amount permitted under the terms
of the EOIP. The Committee made this decision based on Mr. Chew's
performance in fiscal 2006 developing a strategic business plan
focused on shareholder value improvement and achieving significant
efficiencies in the audit of internal controls.
b. The Company has a Restricted Stock Plan which authorizes grants of
restricted stock to non-officer employees. The Restricted Stock Plan
is considered a material agreement of the Company under SEC rules. On
July 19, 2006, the Board of Directors amended the Restricted Stock
Plan to permit agreements evidencing grants under the Restricted Stock
Plan to be in electronic format. A copy of the Restricted Stock Plan,
as amended, is attached hereto as Exhibit 10.2. In connection with the
plan amendments, the Compensation Committee of the Board of Directors
approved revisions to the forms of the restricted stock grant
agreement and restricted stock unit grant agreement. A copy of the
form of revised restricted stock grant agreement is attached hereto as
Exhibit 10.3 and a copy of the form of the revised restricted stock
unit grant agreement is attached hereto as Exhibit 10.4.
c. On July 18, 2006, the Compensation Committee of the Board of
Directors approved the form of a performance based restricted stock
unit grant agreement for use in connection with grants of performance
based restricted stock units under the Restricted Stock Plan. As noted
above, the Restricted Stock Plan is considered a material agreement of
the Company under SEC rules. A copy of the form of the performance
based restricted stock unit grant agreement is attached hereto as
Exhibit 10.5.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.1 Management Contract or Compensatory Plan or Arrangement:
Executive Officer Incentive Plan Agreement
10.2 Management Contract or Compensatory Plan or Arrangement:
Restricted Stock Plan, as amended effective July 19, 2006
10.3 Management Contract or Compensatory Plan or Arrangement:
Form of Restricted Stock Grant Agreement
10.4 Management Contract or Compensatory Plan or Arrangement:
Form of Restricted Stock Unit Grant Agreement
10.5 Management Contract or Compensatory Plan or Arrangement:
Form of Performance Based Restricted Stock Unit Grant Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
//S// JOHN M. CLARK III
-----------------------
Dated: July 19, 2006 John M. Clark III
Senior Vice President
Signing on behalf of the registrant
EXHIBIT 10.1
NATIONAL SEMICONDUCTOR CORPORATION
EXECUTIVE OFFICER INCENTIVE PLAN AGREEMENT
ARTICLE 1
Definitions
-----------
Whenever used in the Agreement, unless otherwise indicated, the following
terms shall have the respective meanings set forth below:
Agreement: This Executive Officer Incentive Plan Agreement.
- ---------
Award: The amount to be paid to a Plan Participant.
- -----
Award Date: The date set by the Committee for payment of Awards.
- ----------
Annual Incentive
Base Salary:
- ------------- Generally, the annualized base remuneration received by a
Participant from the Company at the end of the fiscal year.
Extraordinary items, including but not limited to prior awards,
relocation expenses, car allowances, international assignment
allowances and tax adjustments, sales incentives, amounts
recognized as income from stock, stock options or other stock
based compensation, disability benefits (whether paid by the
Company or a third party) and other similar kinds of extra or
additional remuneration are excluded from the computation of
Annual Incentive Base Salary.
Company:
- -------- National Semiconductor Corporation ("NSC"), a Delaware
corporation, and any other corporation in which NSC controls
directly or indirectly fifty percent (50%) or more of the
combined voting power of voting securities, and which has adopted
this Plan.
Disability:
- ----------- Inability to perform any services for the Company and eligible to
receive disability benefits under the standards used by the
Company's disability benefit plan or any successor plan thereto.
Executive Officer:
- -------------------
Any officer of the Company identified by the Company in its
annual report on Form 10-K filed with the Securities and Exchange
Commission as an executive officer of the Company. Participant:
An Executive Officer designated as a Participant in accordance
with the provisions of Article 3.
Performance Goal:
- ------------------
Factors considered and scored to determine the amount of a
Participant's Award, which shall be based on one or more of the
business criteria listed in Section 5(b) of the Plan.
Retirement:
- -----------
Permanent termination of employment with the Company, and (a) the
Participant's age is either sixty-five (65) or age is at least
fifty-five (55) and age plus years of service in the employ of
the Company is sixty-five (65) or more, and (b) the retiring
Participant has confirmed to the Chief Financial Officer of the
Company that he or she does not intend to engage in a full-time
vocation.
Target Award:
- -------------
The Award, expressed as a percentage of Annual Incentive Base
Salary that may be earned by a Participant for achievement of the
target level of performance.
All capitalized terms used in this Agreement and not otherwise defined
herein have the meanings assigned to them in the Executive Officer Incentive
Plan.
ARTICLE 2
Effective Date
--------------
This Agreement will be effective for each fiscal year of the Company while
the Executive Officer Incentive Plan is in effect. This Agreement shall
implement the terms of the Executive Officer Incentive Plan.
ARTICLE 3
Eligibility for Plan Participation
----------------------------------
A. Within ninety (90) days after the commencement of the Company's fiscal
year, the Committee shall designate those Executive Officers who shall be
Plan Participants for the fiscal year.
B. Participants will be notified once the Committee has designated
Participants for the fiscal year. Participation will be re-evaluated by the
Committee annually pursuant to Article 3A supra at the beginning of the
fiscal year.
C. Newly hired Executive Officers and persons who are promoted to Executive
Officers may be added as Participants to the Plan by the Committee during
the fiscal year. Such Participants will receive a prorated Award based on
time of participation in the Plan.
D. Participants may be removed from the Plan during the fiscal year at the
discretion of the Committee. Participants so removed will receive a
prorated Award based on length of participation in the Plan.
ARTICLE 4
Target Awards/Incentive Levels
------------------------------
A. Each Participant will be assigned an incentive level which shall be
expressed as a percentage of the Participant's Annual Incentive Base
Salary. Target Awards will also be identified for each Participant, which
shall constitute the Award which can be earned for the target level of
performance, taking into account the assigned incentive level.
B. In the event that a Participant changes positions during the Plan Period
and the change results in a change in incentive level, whether due to
promotion or demotion, the incentive level will be prorated to reflect the
time spent in each position.
ARTICLE 5
Plan Performance Goals
----------------------
A. Performance Goals and associated weights will be established by the
Committee within ninety (90) days after the start of the fiscal year. Each
Performance Goal will define the source for scoring and the measurement
metric. Performance Goals and their associated weights may change from one
fiscal year to another fiscal year to reflect the Company's financial,
operational and strategic goals, but must be based on one or more of the
business criteria listed in Section 5(b) of the Plan.
B. Actual Award amounts may vary from the Target Award, depending on actual
achievement on Performance Goals.
ARTICLE 6
Calculation and Payment of Awards
---------------------------------
A. A Participant's Award will be calculated as a percentage of Annual
Incentive Base Salary at the end of the fiscal year as follows:
1) The Participant's Target Award is determined prior to the beginning of
the fiscal year.
2) The performance of each Participant on their assigned Performance
Goals is scored at the end of the fiscal year to determine a
performance level.
3) The total performance level shall be multiplied by the Participant's
assigned incentive level. No one individual Award may exceed the
lesser of 600% of the Participant's Annual Incentive Base Salary at
the end of fiscal 2005 or $6 million (six million dollars).
4) The Committee may adjust Awards to reflect discretion permitted under
the Plan as it deems appropriate. As a result, some or all Award
amounts may be adjusted to reflect the exercise of the Committee's
discretion.
B. The Committee will score the performance of the Plan Participants. Awards
will be paid only after the Committee certifies in writing that the ratings
on the Performance Goals have been attained and that the Committee has
approved the Awards.
C. Awards will be paid in cash on or about the Award Date.
D. Awards will reflect the Participant's Annual Incentive Base Salary in
effect at the end of the fiscal year. Participants who take a leave of
absence during the fiscal year for good cause shown to the satisfaction of
the Committee will have their Awards prorated to reflect actual pay earned
during the fiscal year.
E. Any Awards that are prorated for any reason under the terms of the Plan or
this Agreement will be prorated based on the effective date of the change
that resulted in the proration.
ARTICLE 7
Termination of Employment
-------------------------
A. To be eligible to receive an Award, the Participant must be employed by the
Company on the last day of the fiscal year. A Participant whose employment
has terminated prior to that date will forfeit the Award, except as
otherwise provided in this Article 7.
B. If a Participant's employment is terminated during the fiscal year by
Disability, Retirement, or death, the Participant will receive an Award
reflecting the Participant's performance and actual period of full-time
employment during the fiscal year.
C. Unless local law or regulation provides otherwise, payments of Awards made
upon termination of employment by death shall be made on the Award Date to:
(a) beneficiaries designated by the Participant; if none, then (b) to a
legal representative of the Participant; if none, then (c) to the persons
entitled thereto as determined by a court of competent jurisdiction.
D. Participants whose employment is terminated by reduction in force during
the fiscal year will receive no Award. If a Participant's employment is
terminated by reduction in force after the fiscal year but before the Award
Date, the Participant will receive the Award on the Award Date.
E. The Committee reserves the right to reduce an Award to reflect a
Participant's absence from work during a fiscal year.
F. Notwithstanding any other provisions of this Agreement to the contrary, the
right of a Participant to receive an Award, including Awards deferred
pursuant to the provisions of Article 8, shall be forfeited if the
Participant's employment is terminated for good cause shown such as acts of
moral turpitude, a reckless disregard of the rights of other employees or
because of or the Participant is discovered to have engaged in fraud,
embezzlement, dishonesty against the Company, obtaining funds or property
under false pretenses, assisting a competitor without permission, or
interfering with the relationship of the Company with a customer. An Award
may also be forfeited if a Participant terminates employment by reason of
Retirement and subsequently engages in full-time employment or any activity
in competition with the business of the Company. A Participant's Award will
be forfeited for any of the above reasons regardless of whether such act is
discovered prior to or subsequent to the Participant's termination of
employment or payment of an Award. If an Award has been paid, such payment
shall be repaid to the Company by the Participant. The determination of
whether an Award is forfeited or must be repaid under the provisions of
this Article 7 shall be made by the Committee in its sole discretion.
ARTICLE 8
Deferral of Awards
------------------
Participants eligible to participate in the Company's Deferred Compensation
Plan (the "Deferred Compensation Plan") may elect to make an irrevocable
election to defer receipt of all or any portion of any Award pursuant to and in
accordance with the terms of the Deferred Compensation Plan.
ARTICLE 9
Interpretations and Rule-Making
-------------------------------
The Committee shall have the sole right and power to: (i) interpret the
provisions of the Agreement, and resolve questions thereunder, which
interpretations and resolutions shall be final and conclusive; (ii) adopt such
rules and regulations with regard to the administration of the Plan as are
consistent with the terms of the Plan and the Agreement, and (iii) generally
take all action to equitably administer the operation of the Plan and this
Agreement.
ARTICLE 10
Declaration of Incentives, Amendment, or Discontinuance
-------------------------------------------------------
The Committee may on or before the Award Date: (i) determine not to make
any Awards to any or all Participants for any fiscal year; (ii) make any
modification or amendment to this Agreement for any or all Participants provided
such modification or amendment is in accordance with the terms of the Plan; or
(iii) discontinue this Agreement for any or all Participants provided such
modification or amendment is otherwise in accordance with the Plan.
ARTICLE 11
Miscellaneous
-------------
A. Except as provided in the Deferred Compensation Plan, no right or interest in
the Plan is transferable or assignable except by will or the laws of descent and
distribution.
B. Participation in the Plan does not guarantee any right to continued
employment and the Committee and management reserve the right to dismiss
Participants for any reason whatsoever. Participation in one fiscal year does
not guarantee a Participant the right to participation in any subsequent fiscal
year.
C. The Company reserves the right to deduct from all Awards under this Plan any
sums due the Company as well as any taxes or other amounts required by law to be
withheld with respect to Award payments.
D. Maintenance of financial information relevant to measuring performance during
the fiscal year will be the responsibility of the Chief Financial Officer of the
Company.
E. The provisions of the Plan shall not limit, or restrict, the right or power
of the Committee to continue to adopt such other plans or programs, or to make
salary, bonus, incentive, or other payments, with respect to compensation of
Executive Officers, as in its sole judgment it may deem proper.
F. Except to the extent superseded by federal law, this Agreement shall be
construed in accordance with the laws of the State of California.
G. No member of the Company's board of directors or any officer, employee, or
agent of the Company shall have any liability to any person, firm or corporation
based on or arising out of this Agreement or the Plan.
H. Any dispute relating to or arising from this Agreement shall be determined by
binding arbitration by a three member panel chosen under the auspices of the
American Arbitration Association and acting pursuant to its Commercial Rules,
sitting in San Jose, California. The panel may assess all fees, costs and other
expenses, including reasonable counsel fees, as the panel sees fit.
Notwithstanding the parties' election to use arbitration to resolve disputes
under this Agreement, nothing contained in that election shall preclude either
party, if the circumstances warrant, from seeking extraordinary relief, such as
injunction and attachment, from any court of competent jurisdiction in
California.
Exhibit 10.2
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE JULY 19, 2006)
1. Objective
---------
The National Semiconductor Corporation Restricted Stock Plan is designed to
further the growth, development and financial success of the Company by
providing additional incentives to certain Employees by assisting them to become
owners of capital stock of the Company and thus to benefit directly from its
growth, development and financial success.
2. Definitions
-----------
Whenever used in this Plan, the following terms shall have the meaning set
forth below unless the context clearly indicates to the contrary.
Award: Restricted Stock Unit or Restricted Stock awarded to a Participant
pursuant to the Plan.
Board: The Board of Directors of National Semiconductor Corporation.
Committee: The Compensation Committee of the Board.
Common Stock: National Semiconductor Corporation's common stock, par value $.50
per share.
Company: National Semiconductor Corporation ("NSC"), a Delaware corporation, and
any corporation in which NSC controls directly or indirectly more than fifty
percent (50%) of the combined voting power of voting securities.
Disability: Inability to perform any services for the Company and eligible to
receive disability benefits under the standards used by the Company's disability
benefit plans or any successor plan thereto.
Employee: An individual in the regular employ of the Company at any time.
Fair Market Value: As of given date, the Fair Market Value of a share of the
Common Stock shall be the opening stock price of the Common Stock on the New
York Stock Exchange on such date or if the Common Stock is not traded on such
day, then on the immediately preceding trading day on the New York Stock
Exchange.
Officer: An Employee of the Company who is appointed or elected by the Board to
serve as an officer of National Semiconductor Corporation.
Participant: An Employee who has been granted an Award pursuant to the Plan.
Plan: This National Semiconductor Corporation Restricted Stock Plan.
Restricted Stock: Common Stock issued pursuant to the terms of this Plan that is
subject to certain restrictions and may be subject to the risk of forfeiture.
Restricted Stock Unit: An Award issued pursuant to Section 6 of the Plan.
Retirement: Permanent termination of employment with the Company and (a) age is
either sixty-five (65) or age is at least fifty-five (55) and years of service
in the employ of the Company is then (10) or more, and (b) the terminating
employee has certified to the Secretary that he or she does not intend to engage
in a full-time vocation.
Secretary: The Secretary of National Semiconductor Corporation.
Termination of Employment: The time when the employee-employer relationship
between the Participant and the Participant's employer is terminated for any
reason, with or without cause, including, but not by way of limitation, a
termination upon the sale , merger or other disposition of Participant's
employer; by reduction in force; resignation; discharge; death; Disability; or
Retirement, but excluding (i) terminations where there is a simultaneous
reemployment by the Company, or (ii) terminations where the Participant
continues a relationship (e.g., as a director or as a consultant) with the
Company.
Vesting Date: Date that the restrictions and/or risk of forfeiture of an Award
lapse.
3. Shares Subject to the Plan
--------------------------
A. The shares of stock which may be issued pursuant to Awards shall be
shares of Common Stock. The aggregate number of such shares which may
be issued pursuant to Awards shall not exceed 4,000,000.
B. Any shares issued pursuant to an Award that are reacquired by National
Semiconductor Corporation pursuant to the restrictions thereon may
again be utilized under this Plan, subject to the limitations of
Section 3A.
C. In the event that the outstanding shares of Common Stock are hereafter
changed into or exchanged for a different number or kind of shares or
other securities of National Semiconductor Corporation, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, or the number of shares is
increased or decreased by reason of a stock split-up, stock dividend,
combination of shares or any other increase or decrease in the number
of such shares of Common Stock effected without receipt of
consideration by National Semiconductor Corporation (provided,
however, that conversion of any convertible securities or notes of
National Semiconductor Corporation shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall make
appropriate adjustments in the number and kind of shares which may be
issued pursuant to Awards, including adjustments of the limitations in
Section 3.A on the maximum number and kind of shares which may be
issued pursuant to Awards.
4. Granting of Awards
------------------
A. Any Employee of the Company who is not an Officer shall be
eligible to be granted an Award. Officers are not eligible to be
granted Awards under this Plan.
B. The Committee shall from time to time, in its absolute
discretion:
(i) Select from among Employees (including Employees to whom
Awards have previously been granted) those to be granted
Awards;
(ii) Determine the number of shares of Common Stock to be issued
pursuant to any Award to such selected Employees; and
(iii) Determine the purchase price, if any, and other terms and
conditions applicable to the shares subject to an Award,
consistent with the Plan.
C. Shares of Common Stock issued pursuant to an Award may be either
previously authorized but unissued shares or issued shares which
have been reacquired by National Semiconductor Corporation. The
Committee shall establish the purchase price (if any) and form of
payment for shares of Common Stock subject to an Award. In all
cases legal consideration shall be required for each issuance of
shares of Common Stock pursuant to an Award.
D. Upon the selection of an Employee to be issued Restricted Stock,
the Committee shall instruct the Secretary to issue such
Restricted Stock and may impose such conditions on issuance as it
deems appropriate.
5. Terms of Restricted Stock
-------------------------
A. Restricted Stock shall be issued only pursuant to a Restricted
Stock Agreement entered into between the Participant and the
Company, which may be in written or electronic form and which
shall contain such terms and conditions as the Committee shall
determine, consistent with the Plan.
B. The consideration for the issuance of Restricted Stock shall be
set by the Committee; provided, however, that such price shall
not be less than the par value of a share of Common Stock on the
date of grant, unless otherwise permitted by applicable state
law.
C. Upon delivery of the shares of Restricted Stock to the escrow
holder pursuant to Section 5.F, the Participant awarded
Restricted Stock shall have all the rights of a stockholder with
respect to said shares, subject to the restrictions in his or her
Restricted Stock Agreement, including the right to vote the
shares and to receive all dividends or other distributions paid
or made with respect to the shares.
D. Unless otherwise approved by the Committee, no shares of
Restricted Stock issued under this Plan may be sold, assigned or
otherwise transferred until at least one year has elapsed from
the date the Restricted Stock was issued. All shares of
Restricted Stock issued under this Plan (including any shares
received by holders thereof as a result of stock dividends, stock
splits or any other forms of recapitalization) shall be subject
to such other restrictions as the Committee shall provide in the
terms of each individual Restricted Stock Agreement; provided,
however, that by a resolution adopted after the Restricted Stock
is issued, the Committee may, on such terms and conditions as it
determines to be appropriate, remove any or all of the
restrictions imposed by the terms of the Restricted Stock
Agreement. All restrictions imposed pursuant to this Section 5.D
shall expire within ten years of the date of issuance. Restricted
Stock may not be sold or encumbered until all restrictions are
terminated or expire.
E. Each individual Restricted Stock Agreement shall provide that
Restricted Stock subject to restrictions under the Restricted
Stock Agreement shall be reacquired by National Semiconductor
Corporation immediately upon a Termination of Employment for any
reason; provided, however, that the Committee may provide that no
such reacquisition shall occur in the event of a Termination of
Employment because of the Restricted Stockholder's Retirement or
Disability or death, in which event the restrictions imposed
under the Restricted Stock Agreement shall immediately expire.
The Committee shall have the discretion to determine the effect
of all matters and questions relating to Termination of
Employment, including but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge
for cause, the question of whether a Termination of Employment
has occurred upon the sale, merger or other disposition of the
Participant's employing company, and all questions of whether
particular leaves of absence constitute Termination of
Employment.
F. The Secretary or such other escrow holder as the Committee may
appoint shall retain physical custody of the certificates
representing Restricted Stock until all of the restrictions
imposed under the Restricted Stock Agreement expire or are
removed. In no event shall any Participant awarded Restricted
Stock retain physical custody of any certificates representing
Restricted Stock issued to him or her.
G. The Committee shall cause a legend or legends to be placed on
certificates representing all shares of Restricted Stock that are
still subject to restrictions under Restricted Stock Agreements,
which legend or legends shall make appropriate reference to the
conditions imposed thereby.
6. Restricted Stock Units
A. The Committee is authorized to make Awards of Restricted Stock
Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by
the Committee. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Stock Units shall
become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate. Unless otherwise
approved by the Committee, the minimum vesting period for
Restricted Stock Units shall be one year. On the Vesting Date,
National Semiconductor Corporation shall transfer to the
Participant one unrestricted, fully transferable share of Common
Stock for each Restricted Stock Unit scheduled to be paid out on
such date and not previously forfeited.
B. The term of any Restricted Stock Units shall be set by the
Committee in its discretion but shall not be longer than ten
years.
C. The Committee may establish the purchase price, if any, of any
Restricted Stock Units; provided, however, that such price shall
not be less than the par value of a share of Common Stock on the
date of grant, unless otherwise permitted by applicable state
law.
D. An Award of Restricted Stock Units shall only be payable while
the Participant is an Employee; provided, however, that the
Committee in its sole and absolute discretion may provide that an
Award of Restricted Stock Units may be paid subsequent to a
Termination of Employment as a result of the Participant's
Retirement, death or Disability. The Committee shall have the
discretion to determine the effect of all matters and questions
relating to Termination of Employment, including but not by way
of limitation, the question of whether a Termination of
Employment resulted from a discharge for cause, the question of
whether a Termination of Employment has occurred upon the sale,
merger or disposition of the Participant's employing company, and
all questions of whether particular leaves of absence constitute
Termination of Employment.
E. Any Award granted pursuant to this Section 6 shall be subject to
such additional terms and conditions as determined by the
Committee and shall be evidenced by a written Award Agreement.
7. Provisions Applicable to Awards
-------------------------------
A. Upon the merger or consolidation of National Semiconductor
Corporation with or into another corporation, the acquisition by
another corporation or person (excluding any employee benefit
plan of National Semiconductor Corporation or any trustee or
other fiduciary holding securities under an employee benefit plan
of National Semiconductor Corporation) of all or substantially
all of National Semiconductor Corporation's assets or 51% or more
of National Semiconductor Corporation's then outstanding voting
stock, or the liquidation or dissolution of National
Semiconductor Corporation, the restrictions imposed under the
Restricted Stock Agreements and Award Agreements shall
immediately expire.
B. Nothing in this Plan or in any Restricted Stock Agreement or
Award Agreement shall confer upon any Participant any right to
continue in the employ of Participant's employer, or interfere
with or restrict in any way the rights of Participant's employer
to terminate or discharge any Participant at any time for any
reason whatsoever. The Participant's employer shall retain the
absolute and unrestricted right to terminate a Participant's
employment at any time for any reason.
C. National Semiconductor Corporation's obligation to issue or
deliver to the Participant any certificate or certificates for
unrestricted shares of stock or to pay to the Participant any
dividends or make any distributions with respect to any Award is
expressly conditioned upon receipt from the Participant, on or
prior to the date the same is required to be withheld, of:
(i) Full payment (in cash or by check) of any amount that must
be withheld by the Participant's employer for federal,
state, local and/or other tax purposes; or
(ii) Subject to the Committee's consent and Section 7.C.(iii),
full payment by delivery to National Semiconductor
Corporation of unrestricted shares of Common Stock
previously owned by the Participant duly endorsed for
transfer to National Semiconductor Corporation by the
Participant with an aggregate Fair Market Value (determined,
as applicable, as of the date of the lapse of the
restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be withheld by
the Participant's employer for federal, state, local and/or
other tax purposes; or
(iii)With respect to the withholding obligation for shares of
Restricted Stock that become unrestricted shares of stock as
of a Vesting Date or shares of unrestricted Common Stock
issued pursuant to an Award, subject to the Committee's
consent and to the timing requirements set forth in this
Section 7.C.(iii), full payment by retention by the Company
of a portion of such shares of unrestricted Common Stock
with an aggregate Fair Market Value (determined as of the
Vesting Date) equal to the amount that must be withheld by
the Participant's employer for federal, state and/or local
tax purposes; or
(iv) Subject to the Committee's consent, any combination of
payments provided for in the foregoing subsections (i),
(ii), or (iii).
8. Administration
--------------
A. The Committee shall have the duty to conduct the general
administration of the Plan in accordance with its provisions. The
Committee shall have the power to interpret the Plan and all
other documents relating to Awards and to adopt such rules for
the administration, interpretation and application of the Plan as
are consistent therewith and to interpret, amend or revoke any
such rules. The Committee may delegate any of its rights and
duties under this Plan to the Chief Executive Officer of National
Semiconductor Corporation.
B. All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
all Participants, the Company and all other interested persons.
No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with
respect to the Plan or Award.
9. Other Provisions
----------------
A. No Award, or interest or right therein or part thereof, shall be
liable for the debts, contracts or engagements of the Participant
or successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 9.A shall prevent transfers
by will or by the applicable laws at descent and distribution.
B. The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to
time by the Board. Neither the amendment, suspension nor
termination of the Plan shall, without the consent of the
Participant, alter or impair any rights or obligations under any
Award theretofore issued. No Award may be issued during any
period of suspension or after termination of the Plan.
C. This Plan shall not affect any other compensation or incentive
plans in effect for the Company. Nothing in this Plan shall be
construed to limit the right of the Company to establish any
other forms of incentives or compensation for Employees of the
Company, to issue restricted or unrestricted stock other than
under this Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the issuance of
restricted or unrestricted stock in connection with the
acquisition in any form of the business, stock or assets of any
corporation, firm or association.
EXHIBIT 10.3
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
Award Date:________________
Employee:__________________
Employee Address:______________________
______________________
Number of Shares of
Restricted Stock Issued
Pursuant to Section 2A:________________
Restriction Lapsing
Schedule:______________________________
THIS RESTRICTED STOCK AGREEMENT, dated as of the Award Date, is made by and
between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation and the
Employee:
WHEREAS, National Semiconductor Corporation has established the NATIONAL
SEMICONDUCTOR CORPORATION Restricted Stock Plan, as amended and restated (the
"Plan"); and
WHEREAS, National Semiconductor Corporation wishes to carry out the Plan
(the terms of which are hereby incorporated by reference and made a part of this
Agreement); and
WHEREAS, the Plan provides for the issuance of shares of the Common Stock
subject to certain restrictions thereon; and
WHEREAS, the Committee has determined that it would be to the advantage and
best interest of National Semiconductor Corporation and its stockholders to
issue the shares of Restricted Stock provided for herein to the Employee in
partial consideration of past services to the Company, and has advised National
Semiconductor Corporation thereof and instructed the Secretary to issue said
Restricted Stock;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Definitions
-----------
Whenever used in this Agreement, the following terms shall have the meaning
set forth below.
Restrictions: Reacquisition and transferability restrictions imposed upon
Restricted Stock under this Agreement.
Vested Shares: Number of shares of Restricted Stock derived from the percentage
specified in Section 3.A.
Capitalized Terms not otherwise defined herein have the meanings set forth in
the Plan.
2. Issuance of Restricted Stock
----------------------------
A. In consideration of past services rendered to the Company and for other
good and valuable consideration which the Committee has determined to be equal
to the par value of the Common Stock, on the Award Date National Semiconductor
Corporation issues to the Employee the number shares of its Common Stock set
forth hereinabove on the first page of this Agreement, upon the terms and
conditions set forth in this Agreement.
B. By entering into this Agreement, Employee acknowledges that:
(i) the Plan is discretionary in nature and may be amended, suspended
or terminated by National Semiconductor Corporation at any time;
(ii) the grant of shares of Restricted Stock is a one-time benefit
which does not create any contractual or other right to receive future
grants of shares of Restricted Stock, or benefits in lieu of shares of
Restricted Stock;
(iii) all determinations with respect to any grants of Restricted
Stock, including, but not limited to, the times when shares of
Restricted Stock shall be granted, the number of shares of Restricted
Stock, and the time or times when the restrictions on the shares of
Restricted Stock shall expire, will be at the sole discretion of
National Semiconductor Corporation and the Committee;
(iv) the Employee's receipt of these shares of Restricted Stock shall
not create a right to further employment with the Company and shall
not interfere with the ability of the Company to terminate the
Employee's employment relationship at any time with or without cause;
(v) the Employee's participation in the Plan is voluntary;
(vi) the value of the shares of Restricted Stock is an extraordinary
item of compensation which is outside the scope of the Employee's
employment contract, if any;
(vii) the shares of Restricted Stock are not part of normal or
expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar
payments;
(viii) the future value of the shares of Restricted Stock is unknown
and cannot be predicted with certainty.
3. Restrictions
------------
A. All shares of Restricted Stock issued to the Employee are initially
subject to reacquisition by National Semiconductor Corporation immediately
upon a Termination of Employment; provided, however, that no reacquisition
shall occur in the event of a Termination of Employment because of the
Restricted Stockholder's Disability or death, in which event all shares of
Restricted Stock shall immediately fully vest and all Restrictions shall
immediately expire. In all other cases, all Restrictions on the Restricted
Stock issued to Employee hereunder shall expire in accordance with the
Restriction Lapsing Schedule set forth hereinabove on the first page of
this Agreement. For the avoidance of doubt, until the final date on which
restrictions lapse, any fractional shares shall be rounded down to the
nearest whole number of shares, with any remainder carried over to any
subsequent date on which restrictions lapse. On the final date that
restrictions lapse, any fractional shares shall be rounded up to the
nearest whole number of the shares. Once Restrictions have expired on the
Restricted Stock, such shares will become Vested Shares and the
Restrictions subjecting the Restricted Stock to reacquisition by the
Company shall not apply to any Vested Shares held by the Employee.
B. Certificates representing shares of Restricted Stock issued
pursuant to this Agreement shall, until all Restrictions lapse and new
certificates are issued pursuant to Section 3.C, bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS AND MAY BE SUBJECT TO REACQUISITION BY NATIONAL
SEMICONDUCTOR CORPORATION UNDER THE TERMS OF THAT CERTAIN RESTRICTED
STOCK AGREEMENT BY AND BETWEEN NATIONAL SEMICONDUCTOR CORPORATION AND
THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE
SECURITIES, THEY MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED
AGREEMENT ARE ON FILE AT THE OFFICES OF NATIONAL SEMICONDUCTOR
CORPORATION AT 2900 SEMICONDUCTOR DRIVE, M/S G3-135, SANTA CLARA, CA
95051.
In the alternative, certificates representing shares of Restricted Stock may be
issued in unvested book form, and remain subject to the same restrictions as set
forth herein.
C. Upon the vesting of the shares of Restricted Stock and subject to
Section 5.C and payment of taxes as required by Section 5.J, National
Semiconductor Corporation shall cause new certificates to be issued with
respect to the Vested Shares and delivered to the Employee or his legal
representative, free from legend and any other Restrictions. Vested Shares
shall cease to be Restricted Stock subject to the terms and conditions of
this Agreement.
D. Upon the merger or consolidation of National Semiconductor
Corporation into another corporation, the acquisition by another
corporation or person (excluding any employee benefit plan of National
Semiconductor Corporation or any trustee or other fiduciary holding
securities under an employee benefit plan of National Semiconductor
Corporation) of all or substantially all of National Semiconductor
Corporation's assets or 51% or more of National Semiconductor Corporation's
then outstanding voting stock, or the liquidation or dissolution of
National Semiconductor Corporation, all shares of Restricted Stock shall
fully vest and all Restrictions shall immediately expire.
E. In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of National Semiconductor Corporation or of another corporation
pursuant to a merger of National Semiconductor Corporation into another
corporation, or the exchange of all or substantially all of the assets of
National Semiconductor Corporation for the securities of another
corporation, or the acquisition by another corporation or person (excluding
any employee benefit plan of National Semiconductor Corporation or any
trustee or other fiduciary holding securities under an employee benefit
plan of National Semiconductor Corporation) of 51% or more of National
Semiconductor Corporation's then outstanding voting stock, or the
liquidation or dissolution of National Semiconductor Corporation, or a
stock split-up or stock dividend, such new, additional or different shares
or securities which are held or received by the Employee in his or her
capacity as a holder of Restricted Stock shall be considered to be
Restricted Stock and shall be subject to all of the Restrictions.
4. Non-Disclosure
--------------
It is understood and agreed that this Agreement shall be confidential
and shall not be disclosed by Employee to any person, including other
Company employees, without the express written consent of the Company;
provided, however, that Employee may disclose this Agreement to Employee's
spouse and legal and financial advisors subject to the Employee ensuring
that the recipient of the disclosure agrees to comply with this
non-disclosure provision.
5. Miscellaneous
-------------
A. The Committee has the power to interpret the Plan, this Agreement
and all other documents relating to Restricted Stock and to adopt rules for
the administration, interpretation and application of the Plan, and to
interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith
shall be final and binding upon the Employee, the Company and all other
interested persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith.
B. No Restricted Stock or any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the
Employee or his or her successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition is voluntary or
involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect; provided, however, that this Section 5.B shall not
prevent transfers by will or by applicable laws of descent and distribution
and the Employee may provide written notice to the Company designating a
third party who, in the event of Employee's death, shall thereafter be
entitled to receive any benefits pursuant to this Agreement.
C. National Semiconductor Corporation shall not be required to issue
or deliver any certificate or certificates for shares of stock pursuant to
this Agreement prior to fulfillment of all of the following conditions:
(i) Employee has evidenced Employee's acceptance of the terms of
this Agreement, which acceptance may be in written or electronic
format;
(ii) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(iii) The completion of any registration or other qualification
of such shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable;
(iv)The obtaining of any approval or other clearance from any
state, federal or other governmental agency which the Committee shall,
in its absolute discretion, determine to be necessary or advisable;
(v) Subject to the provisions of Section 5.J, the payment by the
Employee of all amounts required to be withheld under federal, state,
local and other applicable tax laws, with respect to the issuance of
Restricted Stock and/or the lapse or removal of any of the
Restrictions; and
(vi) The lapse of such reasonable period of time as the Committee
may from time to time establish for reasons of administrative
convenience.
D. The Secretary or such other escrow holder as the Committee may appoint
shall retain physical custody of the certificates representing Restricted Stock,
including shares of Restricted Stock issued pursuant to Section 3.E, until all
of the Restrictions expire or are removed.
E. Any notice to be given under the terms of this Agreement to National
Semiconductor Corporation shall be addressed to National Semiconductor
Corporation in care of its Secretary, and any notice to be given to the Employee
shall be addressed to him or her at the address specified herein. By a notice
given pursuant to this Section 5.E, either party may designate a different
address for notices to be given to it. Any notice which is required to be given
to the Employee shall, if the Employee is then deceased, be given to the
Employee's personal representative if such representative has previously
informed National Semiconductor Corporation of his or her status and address by
written notice under this Section 5.E. Any notice shall have been deemed duly
given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the postal service in the country of residence of
the party sending the notice.
F. Upon delivery of the shares of Restricted Stock to the escrow holder
pursuant to Section 5.D, the Employee shall have all the rights of a stockholder
with respect to said shares, subject to the Restrictions herein (including the
provisions of Section 5.J), including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect to the
shares.
G. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
H. This Agreement shall be administered, and the Restricted Stock shall be
issued, only in such a manner as to conform to all applicable laws, rules and
regulations.
I. This Agreement may be amended only by a document, which may be in
written or electronic form, executed by the parties hereto which specifically
states that it is amending this Agreement. Signatures evidencing such execution
may be written or electronic.
J. National Semiconductor Corporation's obligation to issue or deliver to
the Employee any certificate or certificates for unrestricted shares of stock or
to pay to the Employee any dividends or make any distributions with respect to
the Restricted Stock is expressly conditioned upon receipt from the Employee, on
or prior to the date the same is required to be withheld, of:
(i) Full payment (in cash or by check) of any amount that must be
withheld by the Employee's employer for federal, state, local, and/or
other tax purposes; or
(ii) Subject to Section 5.J(iii), full payment by delivery to
National Semiconductor Corporation of unrestricted shares of Common
Stock previously owned by the Employee for such period of time as is
sufficient to avoid the imposition on National Semiconductor
Corporation of adverse accounting consequences duly endorsed for
transfer to National Semiconductor Corporation by the Employee with an
aggregate Fair Market Value (determined, as applicable, as of the date
of the lapse of the Restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be withheld by for
federal, state, local, and/or other tax purposes; or
(iii)With respect to the withholding obligation for shares of
Restricted Stock that become unrestricted shares as of a Vesting Date
and subject to the timing requirements set forth in this Section
5.J(iii), payment by retention by National Semiconductor Corporation
of a portion of such shares of Restricted Stock which become
unrestricted or vested with an aggregate Fair Market Value (determined
as of the Vesting Date) equal to the statutory minimum amount that
must be withheld by the Employee's employer for federal, state, local,
and/or other tax purposes; provided, however, that any fractional
share amounts shall be settled by payroll deductions.
(iv) Any combination of payments provided for in the foregoing
subsections (i), (ii) or (iii).
I. For Employees employed at international locations: National
Semiconductor Corporation and/or the Employee's employer will assess its
requirements regarding tax, social insurance and any other payroll tax
("Tax-Related Items") withholding and reporting in connection with the shares of
Restricted Stock. These requirements may change from time to time as laws or
interpretations change. Regardless of the actions of National Semiconductor
Corporation and/or the Employee's employer in this regard, Employee hereby
acknowledges and agrees that the ultimate liability for any and all Tax-Related
Items is and remains his or her responsibility and liability and that National
Semiconductor Corporation and the Employee's employer make no representations
nor undertakings regarding treatment of any Tax-Related Items in connection with
any aspect of the grant of Restricted Stock and do not commit to structure the
terms of the grant or any aspect of the Restricted Stock to reduce or eliminate
the Employee's liability regarding Tax-Related Items. In the event that National
Semiconductor Corporation and/or the Employee's employer must withhold any
Tax-Related Items as a result of the grant or vesting of the Restricted Stock,
Employee agrees to make arrangements satisfactory to National Semiconductor
Corporation and/or the Employee's employer to satisfy all withholding
requirements. Employee authorizes National Semiconductor Corporation and/or the
Employee's employer to withhold all applicable Tax-Related Items legally due
from the Employee from his or her wages or other cash compensation paid him or
her by National Semiconductor Corporation and/or the Employee's employer.
L. As a condition of the grant of the Restricted Stock, Employee consents
to the collection, use and transfer of personal data as described in this
Section 5.L. Employee understands that the Company and its subsidiaries hold
certain personal information about the Employee, including the Employee's name,
home address and telephone number, date of birth, social security number or
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all options or any other
entitlement to shares of stock (restricted or otherwise) awarded, cancelled,
exercised, vested, unvested or outstanding in Employee's favor, for the purpose
of managing and administering the Plan ("Data"). Employee further understands
that the Company and/or its subsidiaries will transfer Data amongst themselves
as necessary for the purpose of implementation, administration and management of
Employee's participation in the Plan, and that the Company and/or any of its
subsidiaries may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan.
Employee understands that these recipients may be located in the European
Economic Area, or elsewhere, such as the United States. Employee authorizes the
Company, its subsidiaries, and such third parties to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Employee's participation in the Plan,
including any requisite transfer to a broker or other third party with whom
Employee may elect to deposit any shares of stock acquired upon vesting of the
shares of Restricted Stock. Employee understands that he or she may, at any
time, view Data, require any necessary amendments to it or withdraw the consents
herein in writing by contacting his or her local Human Resources representative.
Withdrawal of consent may, however, affect Employee's ability to realize
benefits from the Plan.
M. The rights and obligations of National Semiconductor Corporation under
this Agreement shall be transferable by National Semiconductor Corporation to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by National Semiconductor
Corporation's successors and assigns.
N. Employee agrees upon request to execute any further documents or
instruments necessary or desirable in the sole determination of National
Semiconductor Corporation to carry out the purposes or intent of this Agreement.
O. Employee acknowledges and agrees that he or she has reviewed this
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing and accepting this Agreement and fully understands
all provisions of this Agreement.
P. All obligations of National Semiconductor Corporation under the Plan and
this Agreement shall be binding on any successor to National Semiconductor
Corporation, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of National Semiconductor
Corporation.
Q. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any section of this Agreement (or part of
such a section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.
R. The laws of the State of Delaware, USA shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.
IN WITNESS HEREOF, this Agreement has been accepted and delivered by the
parties hereto.
SIGNATURE BLOCK FOR WRITTEN AGREEMENTS
NATIONAL SEMICONDUCTOR CORPORATION
By ___________________________
Its Senior Vice President
---------------------
___________________________
Employee Signature
Exhibit 10.4
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
-------------------------------
Award Date:______________________________________
Employee:________________________________________
Employee Address:________________________________
________________________________
Number of Restricted Stock
Units Granted Pursuant
To Section 2A:__________________________________
Vesting Schedule:_______________________________
THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of the Award Date, is made
by and between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, and
the Employee:
WHEREAS, National Semiconductor Corporation has established the NATIONAL
SEMICONDUCTOR CORPORATION Restricted Stock Plan, as amended and restated (the
"Plan"); and
WHEREAS, National Semiconductor Corporation wishes to carry out the Plan
(the terms of which are hereby incorporated by reference and made a part of this
Agreement); and
WHEREAS, the Plan provides for the grant of Restricted Stock Units ("RSUs")
subject to certain restrictions thereon; and
WHEREAS, the Committee has determined that it would be to the advantage and
best interest of National Semiconductor Corporation and its stockholders to
grant the RSUs provided for herein to the Employee in partial consideration of
past services to the Company, and has advised National Semiconductor Corporation
thereof;
WHEREAS, the Committee has instructed the Secretary to issue the Common
Stock from time to time to holders of RSUs which have vested;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Definitions
-----------
Capitalized Terms not otherwise defined herein have the meanings set forth in
the Plan.
2. Grant of Restricted Stock Units
- ----------------------------------
A. In consideration of past services rendered to the Company and for other
good and valuable consideration which the Committee has determined to be equal
to the par value of its Common Stock, on the Award Date National Semiconductor
Corporation issues to the Employee the number of RSUs set forth hereinabove on
the first page of this Agreement, upon the terms and conditions set forth in
this Agreement.
B. By entering into this Agreement, Employee acknowledges that:
(i) the Plan is discretionary in nature and may be amended, suspended
or terminated by National Semiconductor Corporation at any time;
(ii) the grant of RSUs is a one-time benefit which does not create any
contractual or other right to receive future grants of RSUs, other Awards,
or benefits in lieu of RSUs or other Awards;
(iii) all determinations with respect to any grants of RSUs,
including, but not limited to, the times when RSUs shall be granted, the
number of RSUs, the time or times when the RSUs shall vest and shares of
Common Stock shall be issuable thereunder will be at the sole discretion of
National Semiconductor Corporation and the Committee;
(iv) the Employee's receipt of these RSUs and any shares of Common
Stock issuable thereunder shall not create a right to further employment
with the Company and shall not interfere with the ability of the Company to
terminate the Employee's employment relationship at any time with or
without cause;
(v) the Employee's participation in the Plan is voluntary;
(vi) the value of the RSUs and any shares of the Common Stock issuable
thereunder is an extraordinary item of compensation which is outside the
scope of the Employee's employment contract, if any;
(vii) the RSUs and any shares of the Common Stock issuable thereunder
are not part of normal or expected compensation for purposes of calculating
any severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
(viii) the future value of the RSUs and any shares of the Common Stock
issuable thereunder is unknown and cannot be predicted with certainty.
3. Vesting and Payment
-------------------
A. All RSUs granted to the Employee are initially subject to
cancellation without any additional action by National Semiconductor
Corporation immediately upon a Termination of Employment; provided,
however, that no cancellation shall occur in the event of a Termination of
Employment because of the Employee's Disability or death, in which event
all RSUs shall immediately fully vest. In all other cases, the RSUs granted
to Employee hereunder shall become vested in accordance with the Vesting
Schedule set forth hereinabove on the first page of this Agreement. For the
avoidance of doubt, until the final vesting date any fractional numbers
shall be rounded down to the nearest whole number of RSUs, with any
remainder carried over to any subsequent vesting date. On the final vesting
date, any fractional numbers shall be rounded up to the nearest whole
number of RSUs.
B. Upon the vesting of the RSUs and subject to Section 5.C and payment
of taxes as required by Section 5.H, National Semiconductor Corporation
shall cause a share of the Common Stock to be issued for each vested RSU,
new certificates to be issued with respect to shares so issued and such
certificates to be delivered to the Employee or his legal representative,
free from legend (except as determined by National Semiconductor
Corporation pursuant to Section 5.F below) and any other restrictions.
Shares so issued shall cease to be subject to the terms and conditions of
this Agreement.
C. Upon the merger or consolidation of National Semiconductor
Corporation into another corporation, the acquisition by another
corporation or person (excluding any employee benefit plan of National
Semiconductor Corporation or any trustee or other fiduciary holding
securities under an employee benefit plan of National Semiconductor
Corporation) of all or substantially all of National Semiconductor
Corporation's assets or 51% or more of National Semiconductor Corporation's
then outstanding voting stock, or the liquidation or dissolution of
National Semiconductor Corporation, all RSUs shall fully vest. Such RSUs
shall be immediately paid pursuant to Section 3.B (subject to Sections 5.C
and 5.H).
D. In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of National Semiconductor Corporation or of another corporation
pursuant to a merger of National Semiconductor Corporation into another
corporation, or the exchange of all or substantially all of the assets of
National Semiconductor Corporation for the securities of another
corporation, or the acquisition by another corporation or person (excluding
any employee benefit plan of National Semiconductor Corporation or any
trustee or other fiduciary holding securities under an employee benefit
plan of National Semiconductor Corporation) of 51% or more of National
Semiconductor Corporation's then outstanding voting stock, or the
liquidation or dissolution of National Semiconductor Corporation, or a
stock split-up or stock dividend, the Committee shall make such adjustments
to the RSUs and the number and kind of shares which may be issued pursuant
to the RSUs as the Committee, in its sole discretion, determines
appropriate.
4. Non-Disclosure
--------------
It is understood and agreed that this Agreement shall be confidential and
shall not be disclosed by Employee to any person, including other Company
employees, without the express written consent of the Company; provided,
however, that Employee may disclose this Agreement to Employee's spouse and
legal and financial advisors subject to the Employee ensuring that the recipient
of the disclosure agrees to comply with this non-disclosure provision.
5. Miscellaneous
-------------
A. The Committee has the power to interpret the Plan, this Agreement and
all other documents relating to RSUs and any shares of the Common Stock issuable
thereunder and to adopt rules for the administration, interpretation and
application of the Plan, and to interpret, amend or revoke any such rules. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon the Employee, the Company and all
other interested persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith.
B. No RSU or any interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Employee or his or her successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition is voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that this Section 5.B shall not
prevent transfers by will or by applicable laws of descent and distribution, and
the Employee may provide written notice to the Company designating a third party
who, in the event of Employee's death, shall thereafter be entitled to receive
any benefits pursuant to this Agreement.
C. National Semiconductor Corporation shall not be required to issue or
deliver any certificate or certificates for shares of stock pursuant to this
Agreement prior to fulfillment of all of the following conditions:
(i) Employee has evidenced Employee's acceptance of the terms of
this Agreement, which acceptance may be in written or electronic
format;
(ii) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(iii) The completion of any registration or other qualification
of such shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable;
(iv)The obtaining of any approval or other clearance from any
state, federal, or other governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or
advisable;
(v) Subject to the provisions of Section 5.H, the payment by the
Employee of all amounts required to be withheld under federal, state,
local and other applicable tax laws, with respect to the vesting of
RSUs and any shares of the Common Stock issued or issuable thereunder;
and
(vi) The lapse of such reasonable period of time as the Committee
may from time to time establish for reasons of administrative
convenience.
D. Any notice to be given under the terms of this Agreement to National
Semiconductor Corporation shall be addressed to National Semiconductor
Corporation in care of its Secretary, and any notice to be given to the Employee
shall be addressed to him or her at the address specified herein. By a notice
given pursuant to this Section 5.D, either party may designate a different
address for notices to be given to it. Any notice which is required to be given
to the Employee shall, if the Employee is then deceased, be given to the
Employee's personal representative if such representative has previously
informed the Company of his or her status and address by written notice under
this Section 5.D. Any notice shall have been deemed duly given when enclosed in
a properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the postal service in the country of residence of the party sending the notice.
E. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
F. This Agreement shall be administered, and the RSUs shall be granted and
any of the Common Stock isssuable thereunder shall be issued, only in such a
manner as to conform to all applicable laws, rules and regulations. Common Stock
issued under any RSUs shall be endorsed with appropriate legends, if any,
determined by National Semiconductor Corporation.
G. This Agreement may be amended only by a document, which may be in
written or electronic form, executed by the parties hereto which specifically
states that it is amending this Agreement. Signatures evidencing such execution
may be written or electronic.
H. National Semiconductor Corporation's obligation to issue or deliver to
the Employee any certificate or certificates for shares of stock is expressly
conditioned upon receipt from the Employee, on or prior to the date the same is
required to be withheld, of:
(i) Full payment (in cash or by check) of any amount that must be
withheld by the Employee's employer for federal, state, local and/or
other tax purposes; or
(ii) Subject to Section 5.H(iii), full payment by delivery to
National Semiconductor Corporation of unrestricted shares of the
Common Stock previously owned by the Employee for such period of time
as is sufficient to avoid the imposition on National Semiconductor
Corporation of adverse accounting consequences duly endorsed for
transfer to National Semiconductor Corporation by the Employee with an
aggregate Fair Market Value (determined, as applicable, as of the date
of vesting, or as of the date of the distribution) equal to the amount
that must be withheld by the Employee's employer for federal, state,
local and/or other tax purposes; or
(iii)With respect to the withholding obligation for the RSUs as
of a Vesting Date and subject to the timing requirements set forth in
this Section 5.H(iii), payment by retention by National Semiconductor
Corporation of a portion of such vested RSUs with the shares of the
Common Stock issuable thereunder having an aggregate Fair Market Value
(determined as of the Vesting Date) equal to the statutory minimum
amount that must be withheld by the Company for federal, state, local
and/or other tax purposes; provided, however, that any fractional
share amounts shall be settled by payroll deductions.
(v) Any combination of payments provided for in the foregoing
subsections (i), (ii) or (iii).
I. For Employees employed at international locations: National
Semiconductor Corporation and/or the Employee's employer will assess its
requirements regarding tax, social insurance and any other payroll tax
("Tax-Related Items") withholding and reporting in connection with the RSUs and
any shares of the Common Stock issuable thereunder. These requirements may
change from time to time as laws or interpretations change. Regardless of the
actions of National Semiconductor Corporation and/or the Employee's employer in
this regard, Employee hereby acknowledges and agrees that the ultimate liability
for any and all Tax-Related Items is and remains his or her responsibility and
liability and that National Semiconductor Corporation and the Employee's
employer make no representations nor undertakings regarding treatment of any
Tax-Related Items in connection with any aspect of the grant of RSUs and any
shares of Common Stock issuable thereunder and do not commit to structure the
terms of the grant or any aspect of the RSUs to reduce or eliminate the
Employee's liability regarding Tax-Related Items. In the event that National
Semiconductor Corporation and/or the Employee's employer must withhold any
Tax-Related Items as a result of the grant or vesting of the RSUs, Employee
agrees to make arrangements satisfactory to National Semiconductor Corporation
and/or the Employee's employer to satisfy all withholding requirements. Employee
authorizes National Semiconductor Corporation and/or the Employee's employer to
withhold all applicable Tax-Related Items legally due from the Employee from his
or her wages or other cash compensation paid him or her by National
Semiconductor Corporation and/or the Employee's employer.
J. As a condition of the grant of the RSU, Employee consents to the
collection, use and transfer of personal data as described in this Section 5.J.
Employee understands that the Company and its subsidiaries hold certain personal
information about the Employee, including the Employee's name, home address and
telephone number, date of birth, social security number or identification
number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all options, RSUs or any other entitlement to
shares of stock (restricted or otherwise) awarded, cancelled, exercised, vested,
unvested or outstanding in Employee's favor, for the purpose of managing and
administering the Plan ("Data"). Employee further understands that the Company
and/or its subsidiaries will transfer Data amongst themselves as necessary for
the purpose of implementation, administration and management of Employee's
participation in the Plan, and that the Company and/or any of its subsidiaries
may each further transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan. Employee understands
that these recipients may be located in the European Economic Area, or
elsewhere, such as the United States. Employee authorizes the Company, its
subsidiaries, and such third parties to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Employee's participation in the Plan,
including any requisite transfer to a broker or other third party with whom
Employee may elect to deposit any shares of stock acquired upon vesting and
payment of the RSUs. Employee understands that he or she may, at any time, view
Data, require any necessary amendments to it or withdraw the consents herein in
writing by contacting his or her local Human Resources representative.
Withdrawal of consent may, however, affect Employee's ability to realize
benefits from the Plan.
K. RSUs granted pursuant to this Agreement are unfunded, and holders of
vested RSUs shall be considered unsecured creditors of National Semiconductor
Corporation with respect to National Semiconductor Corporation's obligations, if
any, to issue shares of Common Stock pursuant to this Agreement. Employee shall
not have voting or any other rights as a stockholder of National Semiconductor
Corporation with respect to shares of Common Stock issued pursuant to this
Agreement until such shares have been issued to the Employee pursuant to Section
3 of this Agreement. Upon such issuance, the Employee will obtain full voting
and other rights as a stockholder of National Semiconductor Corporation. Nothing
contained in this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind or a fiduciary
relationship between the Employee and National Semiconductor Corporation or any
other person.
L. The rights and obligations of National Semiconductor Corporation under
this Agreement shall be transferable by National Semiconductor Corporation to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by National Semiconductor
Corporation's successors and assigns.
M. Employee agrees upon request to execute any further documents or
instruments necessary or desirable in the sole determination of National
Semiconductor Corporation to carry out the purposes or intent of this Agreement.
N. Employee acknowledges and agrees that he or she has reviewed this
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing and accepting this Agreement and fully understands
all provisions of this Agreement.
O. All obligations of National Semiconductor Corporation under the Plan and
this Agreement shall be binding on any successor to National Semiconductor
Corporation, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of National Semiconductor
Corporation.
P. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any section of this Agreement (or part of
such a section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.
Q. The laws of the State of Delaware, USA shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.
IN WITNESS HEREOF, this Agreement has been accepted and delivered by the
parties hereto.
SIGNATURE BLOCK FOR WRITTEN AGREEMENTS
NATIONAL SEMICONDUCTOR CORPORATION
By ___________________________
Its Senior Vice President
---------------------
____________________________
Employee Signature
EXHIBIT 10.5
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
A target number of Restricted Stock Units ("RSU") with performance based
conditions has been granted to you under the National Semiconductor Corporation
Restricted Stock Plan.
Employee: ___________________________
Employee Address: ___________________________
___________________________
Target Number of Units: ___________________________
Performance Conditions: ___________________________
Performance Period: ___________________________
Award Date: ___________________________
Vesting Period: ___________________________
The establishment of targets for performance based RSUs is subject to the
terms and conditions of this Performance Based Restricted Stock Unit Agreement
("Agreement"), the Company's Restricted Stock Plan, and the Prospectus for the
Plan. These documents may be accessed on the intranet at the National
Semiconductor Corporation Human Resources website,
www-hr.nsc.com/site-map/site-map.html. Hard copies are available upon request
from Stock Administration, Mail Stop C1-640, 2900 Semiconductor Drive, Santa
Clara, CA 95051, stock.administration@nsc.com.
The issuance of stock upon satisfaction of the applicable performance and
vesting conditions has tax implications. Consult the Prospectus and your tax
advisor for details.
PLEASE NOTE: The granting of target performance based RSUs is solely at the
Company's discretion. There is no guarantee you will actually receive shares of
common stock unless performance is achieved or that you will receive other
targets for performance based RSUs in the future. In addition, the Company is
not responsible for and does not guarantee that you will be able to achieve any
particular result in connection with your performance based RSUs.
By accepting the performance based RSUs, you confirm that you have received
copies of and agree to be bound by the terms and conditions of the Plan, the
Agreement, and Prospectus. In particular, you should note that you consent to
the collection, use and transfer of personal data about you as described in the
Agreement.
AGREEMENT TERMS AND CONDITIONS
1. Definitions
-----------
Capitalized Terms not otherwise defined herein have the meanings set forth in
the Plan.
2. Grant of Performance Based Restricted Stock Units
-------------------------------------------------
A. In consideration of past services rendered to the Company and for other
good and valuable consideration which the Committee has determined to be equal
to the par value of its Common Stock, on the Award Date National Semiconductor
Corporation grants to the Employee the number of performance based RSUs
specified on the first page of this Agreement, upon the terms and conditions set
forth in this Agreement.
B. By entering into this Agreement, Employee acknowledges that:
(i) the Plan is discretionary in nature and may be amended, suspended
or terminated by National Semiconductor Corporation at any time;
(ii) the grant of the performance based RSUs is a one-time benefit
which does not create any contractual or other right to receive future
grants of the performance based RSUs, other Awards, or benefits in lieu of
the performance based RSUs or other Awards;
(iii) all determinations with respect to any grants of the performance
based RSUs, including, but not limited to, the times when the performance
based RSUs shall be granted, the number of the performance based RSUs, the
time or times when the performance based RSUs shall vest and shares of
Common Stock shall be issuable thereunder will be at the sole discretion of
National Semiconductor Corporation and the Committee;
(iv) the Employee's receipt of these performance based RSUs and any
shares of Common Stock issuable thereunder shall not create a right to
further employment with the Company and shall not interfere with the
ability of the Company to terminate the Employee's employment relationship
at any time with or without cause;
(v) the Employee's participation in the Plan is voluntary;
(vi) the value of the performance based RSUs and any shares of the
Common Stock issuable thereunder is an extraordinary item of compensation
which is outside the scope of the Employee's employment contract, if any;
(vii) the performance based RSUs and any shares of the Common Stock
issuable thereunder are not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments;
(viii) the future value of the performance based RSUs and any shares
of the Common Stock issuable thereunder is unknown and cannot be predicted
with certainty.
3. Vesting and Payment
-------------------
A. All performance based RSUs granted to the Employee are initially subject
to cancellation without any additional action by National Semiconductor
Corporation immediately upon a Termination of Employment. If there is a
Termination of Employment during the performance period by reason of Death or
Disability, the Employee shall be entitled to vesting of the number of
performance based RSUs the Committee determines as appropriate based on
Employee's performance and period of full time employment during the performance
period. If there is a Termination of Employment by reason of Death, Disability
or Retirement after the performance period but before performance has been
measured, the number of performance based RSUs commensurate with Employee's
performance shall vest at the time performance is measured. In all other cases
and subject to the limitations below, performance based RSUs shall vest once the
Committee has certified in writing that the performance requirements have been
satisfied and any other applicable vesting requirements have been satisfied. The
actual number of shares of Common Stock that may be issued upon vesting may vary
from the target number of performance based RSUs established for the Employee,
depending on actual achievement of performance conditions. Performance will be
measured at the end of the performance period and if a threshold performance
level on the performance conditions of 50% has been achieved, the actual number
of performance based RSUs that will vest will be determined based on achievement
of the applicable performance conditions. The actual number of performance based
RSUs that may vest to Employee for the performance period may range from 50% to
150% of the established target amount. The Committee reserves the right to
revise the number of performance based RSUs that will vest to reflect the
Employee's absence from work or change in job responsibilities during the
performance period. Shares of Common Stock will be issued equal to the number of
performance based RSUs that the Committee has determined have vested. Any
fractional share numbers will be rounded down to the next whole number. If the
Committee has set an additional vesting period after the performance period, the
performance based RSUs shall not vest until the applicable vesting requirements
have also been satisfied.
B. Upon the vesting of the performance based RSUs and subject to Section
4.C and payment of taxes as required by Section 4.H, National Semiconductor
Corporation shall cause one share of the Common Stock to be issued for each
vested performance based RSU. New certificates shall be issued with respect to
shares so issued and such certificates shall be delivered to the Employee or his
legal representative, free from legend (except as determined by National
Semiconductor Corporation pursuant to Section 4.F below) and any other
restrictions. Shares so issued shall cease to be subject to the terms and
conditions of this Agreement.
C. Upon the merger or consolidation of National Semiconductor Corporation
into another corporation, the acquisition by another corporation or person
(excluding any employee benefit plan of National Semiconductor Corporation or
any trustee or other fiduciary holding securities under an employee benefit plan
of National Semiconductor Corporation) of all or substantially all of National
Semiconductor Corporation's assets or 51% or more of National Semiconductor
Corporation's then outstanding voting stock, or the liquidation or dissolution
of National Semiconductor Corporation, the performance based RSUs shall fully
vest, subject to such adjustments that may be made by the Committee pursuant to
Section 3.D. Such performance based RSUs shall be immediately paid pursuant to
Section 3.B (subject to Sections 4.C and 4.H).
D. In the event that the outstanding shares of the Common Stock are changed
into or exchanged for a different number or kind of shares or other securities
of National Semiconductor Corporation or of another corporation pursuant to a
merger of National Semiconductor Corporation into another corporation, or the
exchange of all or substantially all of the assets of National Semiconductor
Corporation for the securities of another corporation, or the acquisition by
another corporation or person (excluding any employee benefit plan of National
Semiconductor Corporation or any trustee or other fiduciary holding securities
under an employee benefit plan of National Semiconductor Corporation) of 51% or
more of National Semiconductor Corporation's then outstanding voting stock, or
the liquidation or dissolution of National Semiconductor Corporation, or a stock
split-up or stock dividend, the Committee shall make such adjustments to the
performance based RSUs and the number and kind of shares which may be issued
pursuant to the performance based RSUs as the Committee, in its sole discretion,
determines appropriate.
4. Miscellaneous
-------------
A. The Committee has the power to interpret the Plan, this Agreement and
all other documents relating to performance based RSUs and any shares of the
Common Stock issuable thereunder and to adopt rules for the administration,
interpretation and application of the Plan, and to interpret, amend or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon the
Employee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith.
B. No performance based RSU or any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Employee
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition is voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 4.B
shall not prevent transfers by will or by applicable laws of descent and
distribution, and the Employee may provide written notice to the Company
designating a third party who, in the event of Employee's death, shall
thereafter be entitled to receive any benefits pursuant to this Agreement.
C. National Semiconductor Corporation shall not be required to issue or
deliver any certificate or certificates for shares of stock pursuant to this
Agreement prior to fulfillment of all of the following conditions:
(i) The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;
(ii) The completion of any registration or other qualification of such
shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental
regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable;
(iii)The obtaining of any approval or other clearance from any state,
federal, or other governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable;
(iv) Subject to the provisions of Section 4.H, the payment by the
Employee of all amounts required to be withheld under federal, state, local
and other applicable tax laws, with respect to the vesting of performance
based RSUs and any shares of the Common Stock issued or issuable
thereunder; and
(v) The lapse of such reasonable period of time as the Committee may
from time to time establish for reasons of administrative convenience.
D. Any notice to be given under the terms of this Agreement to National
Semiconductor Corporation shall be addressed to National Semiconductor
Corporation in care of its Secretary, and any notice to be given to the Employee
shall be addressed to him or her at the address given beneath Employee's
signature hereto. By a notice given pursuant to this Section 4.D, either party
may designate a different address for notices to be given to it. Any notice
which is required to be given to the Employee shall, if the Employee is then
deceased, be given to the Employee's personal representative if such
representative has previously informed the Company of his or her status and
address by written notice under this Section 4.D. Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the postal service in the country of
residence of the party sending the notice.
E. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
F. This Agreement shall be administered, and the performance based RSUs
shall be granted and any of the Common Stock isssuable thereunder shall be
issued, only in such a manner as to conform to all applicable laws, rules and
regulations. Common Stock issued upon vesting of any performance based RSUs
shall be endorsed with appropriate legends, if any, determined by National
Semiconductor Corporation.
G. This Agreement may be amended only by a writing executed by the parties
hereto which specifically states that it is amending this Agreement.
H. National Semiconductor Corporation's obligation to issue or deliver to
the Employee any certificate or certificates for shares of stock is expressly
conditioned upon receipt from the Employee, on or prior to the date the same is
required to be withheld, of:
(i) Full payment (in cash or by check) of any amount that must be
withheld by the Employee's employer for federal, state, local and/or other
tax purposes; or
(ii) Subject to Section 4.H(iii), full payment by delivery to National
Semiconductor Corporation of unrestricted shares of the Common Stock
previously owned by the Employee for such period of time as is sufficient
to avoid the imposition on National Semiconductor Corporation of adverse
accounting consequences duly endorsed for transfer to National
Semiconductor Corporation by the Employee with an aggregate Fair Market
Value (determined, as applicable, as of the date of vesting, or as of the
date of the distribution) equal to the amount that must be withheld by the
Employee's employer for federal, state, local and/or other tax purposes; or
(iii)With respect to the withholding obligation for the performance
based RSUs as of a Vesting Date and subject to the timing requirements set
forth in this Section 4.H(iii), payment by retention by National
Semiconductor Corporation of a portion of such vested performance based
RSUs with the shares of the Common Stock issuable thereunder having an
aggregate Fair Market Value (determined as of the Vesting Date) equal to
the statutory minimum amount that must be withheld by the Company for
federal, state, local and/or other tax purposes; provided, however, that
any fractional share amounts shall be settled by payroll deductions.
(iv) Any combination of payments provided for in the foregoing
subsections (i), (ii) or (iii).
I. For Employees employed at international locations: National
Semiconductor Corporation and/or the Employee's employer will assess its
requirements regarding tax, social insurance and any other payroll tax
("Tax-Related Items") withholding and reporting in connection with the
performance based RSUs and any shares of the Common Stock issuable thereunder.
These requirements may change from time to time as laws or interpretations
change. Regardless of the actions of National Semiconductor Corporation and/or
the Employee's employer in this regard, Employee hereby acknowledges and agrees
that the ultimate liability for any and all Tax-Related Items is and remains his
or her responsibility and liability and that National Semiconductor Corporation
and the Employee's employer make no representations nor undertakings regarding
treatment of any Tax-Related Items in connection with any aspect of the grant of
performance based RSUs and any shares of Common Stock issuable thereunder and do
not commit to structure the terms of the grant or any aspect of the performance
based RSUs to reduce or eliminate the Employee's liability regarding Tax-Related
Items. In the event that National Semiconductor Corporation and/or the
Employee's employer must withhold any Tax-Related Items as a result of the grant
or vesting of the performance based RSUs, Employee agrees to make arrangements
satisfactory to National Semiconductor Corporation and/or the Employee's
employer to satisfy all withholding requirements. Employee authorizes National
Semiconductor Corporation and/or the Employee's employer to withhold all
applicable Tax-Related Items legally due from the Employee from his or her wages
or other cash compensation paid him or her by National Semiconductor Corporation
and/or the Employee's employer.
J. As a condition of the grant of the performance based RSU, Employee
consents to the collection, use and transfer of personal data as described in
this Section 4.J. Employee understands that the Company and its subsidiaries
hold certain personal information about the Employee, including the Employee's
name, home address and telephone number, date of birth, social security number
or identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all options, performance based
RSUs or any other entitlement to shares of stock (restricted or otherwise)
awarded, cancelled, exercised, vested, unvested or outstanding in Employee's
favor, for the purpose of managing and administering the Plan ("Data"). Employee
further understands that the Company and/or its subsidiaries will transfer Data
amongst themselves as necessary for the purpose of implementation,
administration and management of Employee's participation in the Plan, and that
the Company and/or any of its subsidiaries may each further transfer Data to any
third parties assisting the Company in the implementation, administration and
management of the Plan. Employee understands that these recipients may be
located in the European Economic Area, or elsewhere, such as the United States.
Employee authorizes the Company, its subsidiaries, and such third parties to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Employee's
participation in the Plan, including any requisite transfer to a broker or other
third party with whom Employee may elect to deposit any shares of stock acquired
upon vesting and payment of the performance based RSUs. Employee understands
that he or she may, at any time, view Data, require any necessary amendments to
it or withdraw the consents herein in writing by contacting his or her local
Human Resources representative. Withdrawal of consent may, however, affect
Employee's ability to realize benefits from the Plan.
K. Performance based RSUs granted pursuant to this Agreement are unfunded,
and holders of vested performance based RSUs shall be considered unsecured
creditors of National Semiconductor Corporation with respect to National
Semiconductor Corporation's obligations, if any, to issue shares of Common Stock
pursuant to this Agreement. Employee shall not have voting or any other rights
as a stockholder of National Semiconductor Corporation with respect to shares of
Common Stock issued pursuant to this Agreement until such shares have been
issued to the Employee pursuant to Section 3 of this Agreement. Upon such
issuance, the Employee will obtain full voting and other rights as a stockholder
of National Semiconductor Corporation. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind or a fiduciary relationship between the Employee and
National Semiconductor Corporation or any other person.
L. The rights and obligations of National Semiconductor Corporation under
this Agreement shall be transferable by National Semiconductor Corporation to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by National Semiconductor
Corporation's successors and assigns.
M. Employee agrees upon request to execute any further documents or
instruments necessary or desirable in the sole determination of National
Semiconductor Corporation to carry out the purposes or intent of this Agreement.
N. Employee acknowledges and agrees that he or she has reviewed this
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing and accepting this Agreement and fully understands
all provisions of this Agreement.
O. All obligations of National Semiconductor Corporation under the Plan and
this Agreement shall be binding on any successor to National Semiconductor
Corporation, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of National Semiconductor
Corporation.
P. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any section of this Agreement (or part of
such a section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.
Q. The laws of the State of Delaware, USA shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.
IN WITNESS HEREOF, this Agreement has been executed and delivered by the
parties hereto.
NATIONAL SEMICONDUCTOR CORPORATION
By ___________________________
Its Senior Vice President
---------------------
____________________________
Employee Signature
Employee Address: ________________________________
________________________________