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Exhibit 10.05
[The following is the form of Nonstatutory Stock Option Agreement between the
registrant and each of Kirk P. Pond, Joseph R. Martin and Daniel E. Boxer.
Information as to which the agreements of Messrs. Pond, Martin and Boxer differ
is set forth in brackets, as applicable.]
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
2000 EXECUTIVE STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company"), hereby grants an Option to purchase shares of its Class A Common
Stock, par value $.01 per share (the "Shares"), to the Optionee named below. The
terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2000 Executive Stock Option Plan (the "Plan").
Date of Option Grant: May 16, 2000
Name of Optionee: [Kirk P. Pond][Joseph R. Martin]
[Daniel E. Boxer]
Number of Shares Covered by Option: [1,058,202 for Mr. Pond; 634,921 for
Mr. Martin; 317,461 for Mr. Boxer]
Exercise Price per Share: $42.75
Vesting Start Date: April 5, 2000
Vesting Schedule:
Subject to all the terms of the attached Agreement, your right to purchase
Shares under this Option vests in full on the five-year anniversary of the
Vesting Start Date, or earlier as follows: 20% of the Option shall vest at the
time the Share price reaches or exceeds $55.00 on each of any 20 trading days
during any period of 30 consecutive trading days; an additional 20% of the
Option shall vest at the time the Share price reaches or exceeds $64.00 on each
of any 20 trading days during any period of 30 consecutive trading days; an
additional 30% of the Option shall vest at the time the Share price reaches or
exceeds $77.00 on each of any 20 trading days during any period of 30
consecutive trading days; and the remaining 30% of the Option shall vest at the
time the Share price reaches or exceeds $90.00 on each of any 20 days during any
period of 30 consecutive trading days.
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ENCLOSED.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
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ATTACHMENT
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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
2000 EXECUTIVE STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
THE PLAN AND
OTHER AGREEMENTS The text of the Plan is incorporated in this Agreement
by reference. Certain capitalized terms used in this
Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded.
NONSTATUTORY STOCK This Option is not intended to be an Incentive Stock
OPTION Option under section 422 of the Internal Revenue Code
and will be interpreted accordingly.
VESTING This Option is only exercisable before it expires and
then only with respect to the vested portion of the
Option. This Option will vest according to the Vesting
Schedule on the attached cover sheet.
TERM Your Option will expire in any event at the close of
business at Company headquarters on the day before the
10th anniversary of the Date of Option Grant, as shown
on the cover sheet. Your Option may expire earlier if
your Service terminates, as described below.
REGULAR TERMINATION If your Service is terminated by the Company for any
reason other than for Cause (as defined in your
employment agreement (your "Employment Agreement")), or
is terminated by you with Good Reason (as defined in
your Employment Agreement), your Option shall continue
to vest according to this Agreement, and you shall have
until the seventh anniversary of the Date of Option
Grant to exercise such Option.
TERMINATION FOR If your Service is terminated by the Company for Cause,
CAUSE as defined in your Employment Agreement and determined
by the Board in its sole discretion, then you shall
immediately forfeit all rights to your unvested Option
and the Option shall immediately expire.
QUIT WITHOUT GOOD If your Service is terminated by you without Good Reason
REASON (as defined in your Employment Agreement), then you
shall immediately forfeit all rights to your unvested
Option and your Option shall immediately expire.
DEATH If your Service terminates because of your death, your
estate or heirs may exercise your entire Option over its
full term.
DISABILITY If your Service terminates because of your Disability,
you may exercise your entire Option over its full term.
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RETIREMENT Upon your Retirement (as defined in your Employment
Agreement), your Option shall continue to vest according
to this Agreement, and you shall have until the seventh
anniversary of the Date of Option Grant to exercise such
Option subject to the non-compete and confidential
information provisions specified in your employment
agreement.
CHANGE IN CONTROL In the event that you are employed by the Company at the
time of a Change in Control, as defined below, your
Option shall fully vest upon the effective date of the
Change in Control, unless the Change in Control is
initiated by the Company and you remain employed by the
successor corporation in a position of equal rank and
responsibility to your position in the Company on the
Date of Option Grant.
"Change in Control" means the occurrence of any of the
following events:
(i) Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than (x) Sterling
Holding Company, LLC and/or Citicorp Venture Capital
Ltd. (either, for purposes of this definition, "CVC"),
(y) any officer, employee or director of CVC or any
trust, partnership or other entity established solely
for the benefit of such officers, employees or directors
or (z) any officer, employee or director of the Company
or any subsidiary of the Company or any trust,
partnership or other entity established solely for the
benefit of such officers, employees or directors (any of
such persons identified in clauses (x), (y) and (z), a
"Permitted Holder"), is or becomes the beneficial owner
(as such term is defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than
35% of the total voting power of the voting stock of the
Company, provided, however, that the Permitted Holders
beneficially own (as defined above), directly or
indirectly, in the aggregate a lesser percentage of the
total voting power of the voting stock of the Company
than such other person and do not have the right or
ability by voting power, contract or otherwise to elect
or designate for election a majority of the board of
directors of the Company;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period
constituted the board of directors of the Company
(together with any new directors whose election by such
board of directors or whose nomination for election by
the stockholders of the Company was approved by a vote
of a majority of the directors of the Company then still
in office who were either directors at the beginning of
such period or whose election or nomination for election
was previously so approved) cease for any reason to
constitute a majority of the board of directors of the
Company then in office; or
(iii) the merger or consolidation of the Company with or
into another corporation or entity or the merger of
another corporation or entity
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with or into the Company, or the sale of all or
substantially all the assets of the Company to another
corporation or entity (in any of such cases, other than
a corporation or entity that prior to such merger,
consolidation or sale is controlled by Permitted
Holders), if the securities of the Company that are
outstanding immediately prior to such transaction and
which represent 100% of the aggregate voting power of
the voting stock of the Company are changed into or
exchanged for cash, securities or property, unless
pursuant to such transaction such securities are changed
into or exchanged for, in addition to any other
consideration, securities of the surviving corporation
or entity or transferee that represent, immediately
after such transaction, at least a majority of the
aggregate voting power of the voting stock of the
surviving corporation, entity or transferee.
LEAVES OF ABSENCE For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of absence
that was approved by the Company in writing, if the
terms of the leave provide for continued Service
crediting, or when continued Service crediting is
required by applicable law. Your Service terminates in
any event when the approved leave ends unless you
immediately return to active work.
The Company determines which leaves count for this
purpose, and when your Service terminates for all
purposes under the Plan.
NOTICE OF EXERCISE When you wish to exercise this Option, you must notify
the Company by filing the proper "Notice of Exercise"
form at the address given on the form. Your notice must
specify how many Shares you wish to purchase. Your
notice must also specify how your Shares should be
registered (in your name only or in your and your
spouse's names as community property or as joint tenants
with right of survivorship). The notice will be
effective when it is received by the Company.
If someone else wants to exercise this Option after your
death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the Option price for the Shares you
are purchasing.
Payment may be made in one (or a combination) of the
following forms:
* Cash, your personal check, a cashier's check or a
money order.
* Shares which have already been owned by you for more
than six (6) months and which are surrendered
to the Company. The value of the Shares, determined
as of the effective date of the Option exercise,
will be applied to the Option price.
* By delivery (on a form prescribed by the Company)
of an irrevocable direction to a securities broker
to sell Shares and to
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deliver all or part of the sale proceeds to the
Company in payment of the aggregate exercise price.
WITHHOLDING TAXES You will not be allowed to exercise this Option unless
you make acceptable arrangements to pay any withholding
or other taxes that may be due as a result of the Option
exercise or sale of Shares acquired under this Option.
RESTRICTIONS ON
EXERCISE AND RESALE By signing this Agreement, you agree not to exercise
this Option or sell any Shares acquired under this
Option at a time when applicable laws, regulations or
Company trading policies prohibit exercise, sale or
issuance of Shares. The Company will not permit you to
exercise this Option if the issuance of Shares at that
time would violate any law or regulation. The Company
shall have the right to designate one or more periods of
time, each of which shall not exceed one hundred eighty
(180) days in length, during which this Option shall not
be exercisable if the Company determines (in its sole
discretion) that such limitation on exercise could in
any way facilitate a lessening of any restriction on
transfer pursuant to the Securities Act or any state
securities laws with respect to any issuance of
securities by the Company, facilitate the registration
or qualification of any securities by the Company under
the Securities Act or any state securities laws, or
facilitate the perfection of any exemption from the
registration or qualification requirements of the
Securities Act or any applicable state securities laws
for the issuance or transfer of any securities. Such
limitation on exercise shall not alter the vesting
schedule set forth in this Agreement other than to limit
the periods during which this Option shall be
exercisable.
If the sale of Shares under the Plan is not registered
under the Securities Act, but an exemption is available
which requires an investment or other representation,
you shall represent and agree at the time of exercise
that the Shares being acquired upon exercise of this
Option are being acquired for investment, and not with a
view to the sale or distribution thereof, and shall make
such other representations as are deemed necessary or
appropriate by the Company and its counsel.
TRANSFER OF OPTION You shall not assign, alienate, pledge, attach, sell,
transfer or encumber this Option. If you attempt to do
any of these things, this Option will immediately become
invalid. You may, however, dispose of this Option in
your will or it may be transferred by the laws of
descent and distribution.
Notwithstanding the preceding paragraph, if the Company
consents, you may transfer this Option, by gift, to a
family member. For purposes of this section, "Family
Member" is defined to include any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing your household
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(other than a tenant or employee), a trust in which
these persons have more than fifty percent of the
beneficial interest, a foundation in which these persons
(or you) control the management of assets, and any other
entity in which these persons (or you) own more than
fifty percent of the voting interests. A Family Member
transferee is hereafter referred to as a "Permitted
Transferee." Before any such transfer of this Option is
effectuated, however, the Company must be notified in
advance in writing of the terms and conditions of the
proposed transfer and the Company must determine that
the proposed transfer complies with applicable law and
the requirements of the Plan and this Option. Any
purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance that does not qualify
hereunder shall be void and unenforceable against the
Company.
The terms of this Option (including the post-termination
of Service exercise periods) shall apply to your
beneficiaries, executors, administrators and Permitted
Transferees (including the beneficiaries, executors and
administrators of the Permitted Transferees), including
the right to agree to any amendment of this Option,
except that Permitted Transferees shall not transfer
this Option other than by will or by the laws of descent
and distribution. The Company is under no obligation to
provide notice to a Permitted Transferee of your
termination of Service.
This Option shall be exercised only by you (including,
in the case of a transferred Option, by a Permitted
Transferee), or, in the case of your death, by your
executor or administrator (including, in the case of a
transferred Option, by the executor or administrator of
the Permitted Transferee). Before a Permitted Transferee
will be allowed to exercise this option, you must make
acceptable arrangements to pay any withholding or other
taxes that may be due as a result of exercising this
option.
Regardless of any marital property settlement agreement,
the Company is not obligated to honor a notice of
exercise from your spouse, nor is the Company obligated
to recognize your spouse's interest in your Option in
any other way.
RETENTION RIGHTS Your Option or this Agreement does not give you the
right to be retained by the Company (or any Parent or
any Subsidiaries or Affiliates) in any capacity. The
Company (or any Parent and any Subsidiaries or
Affiliates) reserve the right to terminate your Service
in accordance with your Employment Agreement.
STOCKHOLDER RIGHTS You, or your estate or heirs, have no rights as a
stockholder of the Company until a certificate for your
Option's Shares has been issued. No adjustments are made
for dividends or other rights if the applicable record
date occurs before your stock certificate is issued,
except as described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend or a
similar change in
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the Company stock, the number of Shares covered by this
Option and the exercise price per Share may be adjusted
(and rounded down to the nearest whole number) pursuant
to the Plan. Your Option shall be subject to the terms
of the agreement of merger, liquidation or
reorganization in the event the Company is subject to
such corporate activity.
APPLICABLE LAW This Agreement will be interpreted and enforced under
the laws of the State of Maine.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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