EXHIBIT 10.04
The following form of Nonstatutory Stock Option Agreement was entered
into by each of the following executive officers covering the following
respective numbers of shares of common stock:
Kirk P. Pond 582,011 shares
Joseph R. Martin 349,207 shares
Daniel E. Boxer 174,604 shares
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: February 22, 2002
Name of Optionee: [name of executive officer]
Number of Shares Covered by Option: [number of shares]
Exercise Price per Share: $23.80
Vesting Schedule:
Subject to all the terms of the attached Agreement, your right to
purchase Shares under this Option vests in full on May 16, 2005, or earlier as
follows: 20% of the Option shall vest at the time the Share price reaches or
exceeds $26.18 on each of any 20 trading days during any period of 30
consecutive trading days; an additional 25% of the Option shall vest at the time
the Share price reaches or exceeds $29.75 on each of any 20 trading days during
any period of 30 consecutive trading days; an additional 25% of the Option shall
vest at the time the Share price reaches or exceeds $33.32 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
$39.27 on each of any 20 days during any period of 30 consecutive trading days.
Other provisions of this Agreement affect the vesting of, and your ability to
exercise, your Option.
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: [signature of executive officer]
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(Signature)
Company: [signature of an officer of the registrant]
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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 The text of the Plan is incorporated in this Agreement by reference.
OTHER AGREEMENTS 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 OPTION This Option is not intended to be an Incentive Stock 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 and as
otherwise provided in this Agreement.
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 (as amended,
supplemented or restated from time to time, 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 end of the
option term to exercise such Option.
TERMINATION FOR If your Service is terminated by the Company for Cause, as defined
CAUSE 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 REASON If your Service is terminated by you without Good Reason (as defined
in your Employment Agreement), then you shall immediately forfeit
all rights to your unvested Option and your vested Option shall
expire 90 days after the effective date of your termination.
DEATH If your Service terminates because of your death, your Option will
fully vest and your estate or heirs may exercise your entire Option
over its full term.
DISABILITY If your Service terminates because of your Disability, your Option
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will fully vest and you may exercise your entire Option over its
full term.
RETIREMENT Upon your Retirement (as defined in your Employment Agreement), your
Option shall fully vest, and you shall have until the end of the
option term 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
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(iii) the merger or consolidation of the Company with or into
another corporation or entity or the merger of another corporation
or entity 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.
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- By delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker to sell Shares
and to 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 By signing this Agreement, you agree not to exercise this Option or
AND RESALE 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,
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son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing your household
(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,
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except as described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change
in 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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