Exhibit 10.3
EXECUTIVE COMMITTEE EMPLOYMENT AGREEMENT
THIS EXECUTIVE COMMITTEE EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered
into as of April 1, 2003 between John M. Watkins, Jr. (the "EXECUTIVE") and
Fairchild Semiconductor Corporation, a Delaware corporation (the "COMPANY").
For ease of reference, this Agreement is divided into the following parts,
which begin on the pages indicated:
PART 1-- TERM, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING EMPLOYMENT
(Sections 1-4, beginning on page 2)
o Salary
o EFIP Bonus
PART 2-- COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE TERMINATION
(Sections 5-6, beginning on page 3)
o Termination
PART 3-- COMPENSATION AND BENEFITS IN CASE OF A CHANGE IN CONTROL
(Section 7, beginning on page 4
o Change in Control
PART 4-- TRADE SECRETS, INTELLECTUAL PROPERTY, NON-COMPETITION, REMEDIES, SEVERABILITY, SUCCESSORS, MISCELLANEOUS
PROVISIONS, SIGNATURE PAGE
(Sections 8-14, beginning on page 6)
o Non-Compete
o Confidentiality
o Forfeiture in Case of Certain Events
TERMS
For good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the Company and the Executive, intending to be legally
bound, agree as follows:
PART 1 TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING
EMPLOYMENT
SECTION 1. TERM OF EMPLOYMENT
(a) Term. Unless sooner terminated as provided in this Agreement, the term of
this Agreement will begin on the effective date of this Agreement and will
end on the second anniversary thereof (the "INITIAL Term"). The term of
this Agreement will be automatically extended for one or more successive
one-year periods (each a "RENEWAL TERM") unless the Company or the
Executive gives the other written notice of non-renewal at least 30 days
before the end of the Initial Term or the applicable Renewal Term. The
Initial Term and any Renewal Term are collectively referred to as the
"Term."
(b) Termination or Resignation. Subject to the other terms of this Agreement,
including those in Part 2, either the Company or the Executive may
terminate the Executive's employment with the Company at any time and for
any reason or no reason upon written notice to the other party.
SECTION 2. DUTIES AND SCOPE OF EMPLOYMENT
(a) Position. The Company will employ the Executive (or, if the Company is not
the Executive's employer, the Company will cause its appropriate subsidiary
to employ the Executive) during the Term in the position of Senior Vice
President and Chief Information Officer, reporting to the Senior Executive
Vice President responsible for finance and information technology and to
the Chief Operating Officer. The Executive will be given duties,
responsibilities and authorities that are appropriate to this position.
(b) Obligations. During the Term, the Executive will devote the Executive's
full business efforts and time to the business and affairs of the Company
as needed to carry out his duties and responsibilities. The foregoing shall
not preclude the Executive from engaging in appropriate civic, charitable,
religious or other non-profit activities or from devoting a reasonable
amount of time to private investments or from serving on the boards of
directors of other entities, provided that those activities do not
interfere or conflict with the Executive's duties or responsibilities to
the Company.
SECTION 3. BASE COMPENSATION
During the Term, the Company will pay the Executive, as compensation for
services, a base salary at the annual rate of at least $285,000. Salary
increases will be considered after the first anniversary of this Agreement, or
sooner in the discretion of the Chief Executive Officer, on a basis consistent
with Company policies.
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SECTION 4. OTHER COMPENSATION
EFIP. During the Term the Executive will be enrolled in the Enhanced Fairchild
Incentive Plan (EFIP), at a new targeted participation level of 50%. While
bonuses under this program are never guaranteed, typically, if the company meets
its EBITDA goals, participants receive 100% of the targeted payout. If the
company exceeds those goals, participants can receive up to 200% of the targeted
payout.
PART 2 COMPENSATION AND BENEFITS IN CASE OF TERMINATION WITHOUT CAUSE OR FOR
GOOD REASON
SECTION 5. TERMINATIONS AND RELATED DEFINITIONS
Part 2 of the Agreement, consisting of Sections 5 and 6, describes the benefits
and compensation, if any, payable in case of certain terminations of employment.
Part 3 of the Agreement, consisting of Section 7, describes benefits and
compensation, if any, payable in case of a Change in Control.
In this Agreement,
(a) "CAUSE" means (1) a willful failure by the Executive to substantially
perform the Executive's duties under this Agreement, other than a failure
resulting from the Executive's complete or partial incapacity due to
physical or mental illness or impairment, (2) a willful act by the
Executive that constitutes gross misconduct and that is materially
injurious to the Company, (3) a willful breach by the Executive of a
material provision of this Agreement (including Sections 8 and 10) or (4) a
material and willful violation of a federal or state law or regulation
applicable to the business of the Company that is materially and
demonstrably injurious to the Company, provided that no act, or failure to
act, by the Executive shall be considered "willful" unless committed
without good faith and without a reasonable belief that the act or omission
was in the Company's best interest; and
(b) "GOOD REASON" means any of the following: (1) a reduction in the
Executive's base salary other than as part of a broader executive pay
reduction, (2) a reduction in the Executive's incentive compensation (EFIP)
target other than as part of a broader executive reduction, (3) a material
change in the employment benefits available to the Executive, if such
change does not similarly affect all employees of the Company eligible for
such benefits, or (4) a material reduction in your duties, responsibilities
or authority.
SECTION 6. TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON
(a) Severance. If, during the Term, the Company terminates the Executive's
employment for any reason other than Cause (including as a result of the
Executive's death or disability), or if the Executive terminates his
employment for Good Reason, then, provided the Executive (or his legal
representative, if applicable) executes the release of claims described in
Section 6(b), the Company will pay the Executive, in a lump sum or, at the
Company's option, in installments over 24 months following the effective
date of such
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termination, an amount equal to two times the Executive's base salary in
effect on such termination date. The Executive will be responsible for all
taxes relating to such payments and the Company will make all required
withholdings of all such taxes.
(b) Release of Claims. As a condition to the receipt of the payments and
benefits described in Section 6(a), the Executive (or his legal
representative, if applicable) shall be required to execute a release of
all claims arising out of the Executive's employment or the termination
thereof, including any claim of discrimination under U.S. state or federal
law or any non-U.S. law, but excluding claims for indemnification from the
Company under any indemnification agreement with the Company, its
certificate of incorporation or bylaws (or equivalent organizing
instruments), or claims under applicable directors' and officers'
insurance.
(c) Conditions to Receipt of Payments. Without limiting the Company's other
rights or remedies in the even of the Executive's breach of any provision
of this Agreement, the obligation of the Company to provide the payments
described in this Section 6 shall cease if the Executive breaches any of
the provisions of Section 8 or 10.
PART 3 COMPENSATION AND BENEFITS IN CASE OF A CHANGE IN CONTROL
SECTION 7. CHANGE IN CONTROL
(a) Payment. In the event of a Change in Control, if the Executive's employment
is terminated by the Company other than for Cause (including as a result of
the Executive's death or disability), or by the Executive for Good Reason,
in either case within the time period beginning six months before the
Change in Control and ending 12 months after the Change in Control, the
cash payment under Section 6(a) will be paid in a lump sum within 14 days
after the date of such termination. Any obligation of the Company under
this Section 7 will survive any termination of this Agreement.
(b) Definition. A "CHANGE IN CONTROL" means the happening of any of the
following events (for purposes of this Section 7 only, the "COMPANY" means
Fairchild Semiconductor International, Inc., a Delaware corporation, and
not any of its subsidiaries):
(1) An acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT")) (any of which, a "PERSON") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 25% or more of either (i) the
then-outstanding shares of common stock of the Company (the
"OUTSTANDING COMPANY COMMON STOCK") or (ii) the combined voting power
of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "OUTSTANDING COMPANY
VOTING SECURITIES"); excluding, however, the following: (A) Any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from
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the Company, (B) Any acquisition by the Company, (C) Any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company, or
(D) Any acquisition pursuant to a transaction which complies with
clauses (i), (ii) and (ii) of Section 7(b)(3); or
(2) A change in the composition of the board of directors of the Company
(the "BOARD") such that the individuals who, as of the effective date
of this Agreement, constitute the Board (such Board shall be
hereinafter referred to as the "INCUMBENT BOARD") cease for any reason
to constitute at least a majority of the Board; provided, however, for
purposes of this definition, that any individual who becomes a member
of the Board subsequent to the effective date of this Agreement, whose
election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of those individuals who
are members of the Board and who were also members of the Incumbent
Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board shall not be so considered as a member of
the Incumbent Board; or
(3) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the
Company ("CORPORATE TRANSACTION"); excluding, however, such a
Corporate Transaction pursuant to which (i) all or substantially all
of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction
(including a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no
Person (other than the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
Corporate Transaction) will beneficially own, directly or indirectly,
25% or more of, respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of directors
except to the extent that such ownership existed prior to the
Corporate Transaction, and (iii) individuals who were members of the
Incumbent Board will constitute at least a majority of the
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members of the board of directors of the corporation resulting from
such Corporate Transaction; or
(4) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
PART 4 TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE
SECTION 8. CONFIDENTIAL INFORMATION
(a) Acknowledgement. The Company and the Executive acknowledge that the
services to be performed by the Executive under this Agreement are unique
and extraordinary and that, as a result of the Executive's employment, the
Executive will be in a relationship of confidence and trust with the
Company and will come into possession of Confidential Information (as
defined below) that is (1) owned or controlled by the Company, (2) in the
possession of the Company and belonging to third parties or (3) conceived,
originated, discovered or developed, in whole or in part, by the Executive.
"CONFIDENTIAL INFORMATION" means trade secrets and other confidential or
proprietary business, technical, personnel or financial information,
whether or not the Executive's work product, in written, graphic, oral or
other tangible or intangible forms, including specifications, samples,
records, data, computer programs, drawings, diagrams, models, customer
names, ID's or e-mail addresses, business or marketing plans, studies,
analyses, projections and reports, communications by or to attorneys
(including attorney-client privileged communications), memos and other
materials prepared by attorneys or under their direction (including
attorney work product), and software systems and processes. Any
Confidential Information that is not readily available to the public shall
be considered to be a trade secret and confidential and proprietary, even
if it is not specifically marked as such, unless the Company advises the
Executive otherwise in writing.
(b) Nondisclosure. The Executive agrees that the Executive will not, without
the prior written consent of the Company, directly or indirectly, use or
disclose Confidential Information to any person, during or after the
Executive's employment, except as may be necessary in the ordinary course
of performing the Executive's duties under this Agreement. The Executive
will keep the Confidential Information in strictest confidence and trust.
This Section 8(b) shall apply indefinitely, both during and after the Term.
(c) Surrender Upon Termination. The Executive agrees that in the event of the
termination of the Executive's employment for any reason, whether before or
after the Term, the Executive will immediately deliver to the Company all
property belonging to the Company, including documents and materials of any
nature pertaining to the Executive's work with the Company, and will not
take with the Executive any documents or materials of any description, or
any reproduction thereof of any description, containing or pertaining to
any Confidential Information. It is understood that the Executive is free
to
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use information that is in the public domain, but not as a result of a
breach of this Agreement.
(d) Forfeiture in Certain Events. The Company may, in its sole discretion, in
the event of serious misconduct by the Executive (including any misconduct
prejudicial to or in conflict with the Company or its subsidiaries, or any
termination of employment of the Executive for Cause), or any activity of
the Executive in competition with the business of the Company or any
subsidiary, (A) cancel any outstanding award of stock options, restricted
stock, deferred stock units or other award granted to the Executive under a
Company plan or otherwise (an "AWARD"), in whole or in part, whether or not
vested or deferred, or (B) following the exercise or payment of an Award,
within a period of time specified by the Company, require the Executive to
repay to the Company any gain realized or payment received upon the
exercise or payment of such Award (with such gain or payment valued as of
the date of exercise or payment). Such cancellation or repayment obligation
shall be effective as of the date specified by the Company, which may
provide for an offset to any future payments owed by the Company or any
subsidiary to the Executive if necessary to satisfy the repayment
obligation. Any determination of whether the Executive has engaged in a
serious breach of conduct or, if applicable, any activity in competition
with the business of the Company or any subsidiary, will be determined by
the Company in good faith and in its sole discretion. This Section 8(d)
shall apply during and following the Term of this Agreement, but shall have
no application following a Change in Control.
SECTION 9. ASSIGNMENT OF RIGHTS OF INTELLECTUAL PROPERTY
The Executive will promptly and fully disclose all Intellectual Property to the
Company. The Executive hereby assigns and agrees to assign to the Company (or as
otherwise directed by the Company) the Executive's full right, title and
interest in and to all Intellectual Property. The Executive will execute any and
all applications for domestic and foreign patents, copyrights or other
proprietary rights and to do such other acts (including the execution and
delivery of instruments of further assurance or confirmation) requested by the
Company to assign the Intellectual Property to the Company and to permit the
Company and its affiliates to enforce any patents, copyrights or other
proprietary rights to the Intellectual Property. "INTELLECTUAL PROPERTY" means
inventions, discoveries, developments, methods, processes, compositions, works,
concepts and ideas (whether or not patentable or copyrightable or constituting
trade secrets) conceived, made, created, developed or reduced to practice by the
Executive (whether alone or with others, whether or not during normal businesses
hours or on or off Company premises) during the Executive's employment that
relate to any business, venture or activity being conducted or proposed to be
conducted by the Company or its subsidiaries at any time during the term of the
Executive's employment with the Company.
SECTION 10. RESTRICTIONS ON ACTIVITIES OF THE EXECUTIVE
(a) Acknowledgments. The Executive agrees that he is being employed under this
Agreement in a key management capacity with the Company, that the Company
is engaged in a highly competitive business and that the success of the
Company's business in the marketplace depends upon its goodwill and
reputation for quality and
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dependability. The Executive further agrees that reasonable limits may be
placed on his ability to compete against the Company and its affiliates as
provided in this Agreement so as to protect and preserve their legitimate
business interests and goodwill.
(b) Agreement Not to Compete or Solicit.
(1) During the Non-Competition Period (as defined below), the Executive
will not engage or participate in, directly or indirectly, as
principal, agent, employee, corporation, consultant, investor or
partner, or assist in the management of, any business which is
Competitive with the Company (as defined below).
(2) During the Non-Competition Period, the Executive will not, directly or
indirectly, through any other entity, hire or attempt to hire, any
officer, director, consultant, executive or employee of the Company or
any of its affiliates during his or her engagement with the Company or
such affiliate. During the Non-Competition Period, the Executive will
not call upon, solicit, divert or attempt to solicit or divert from
the Company or any of its affiliates any of their customers or
suppliers or potential customers or suppliers of whose names he was
aware during his term of employment (other than customers or suppliers
or potential customers or suppliers contacted by the Executive solely
in connection with a business that is not Competitive with the
Company).
(3) The "NON-COMPETITION PERIOD" means the period during which Executive
is employed by the Company and the following 12 months. Additionally,
the "Non-Competition Period" shall include any period during which the
Executive is receiving payments or other benefits under this
Agreement, or would have been receiving such payments or benefits but
for their acceleration due to the terms of this Agreement.
(4) A business shall be considered "COMPETITIVE WITH THE COMPANY" if it is
engaged in any business, venture or activity in the Restricted Area
(as defined below) which competes or plans to compete with any
business, venture or activity being conducted or actively and
specifically planned to be conducted within the Non-Competition Period
(as evidence by the Company's internal written business plans or
memoranda) by the Company, or any group, division or affiliate of the
Company, at the date the Executive's employment under this Agreement
is terminated.
(5) The "RESTRICTED AREA" means the United States of America and any other
country where the Company, or any group, division or affiliate of the
Company, is conducting, or has proposed to conduct within the
Non-Competition Period (as evidenced by the Company's internal written
business plans or memoranda), any business, venture or activity, at
the date the Executive's employment under this Agreement is
terminated.
(6) Notwithstanding the provisions of this Section 10, the parties agree
that (A) ownership of not more than three percent (3%) of the voting
stock of any
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publicly held corporation shall not, of itself, constitute a violation
of this Section 10 and (B) working as an employee of an entity that
has a stand-alone division or business unit which is Competitive with
the Company shall not, of itself, constitute a violation of this
Section 10 if the Executive is not, in any way (directly or
indirectly, as principal, agent, employee, corporation, consultant,
advisor, investor or partner), responsible for, compensated with
respect to, or involved in the activities of such stand-alone division
or business unit and does not (directly or indirectly) provide
information or assistance to such stand-alone division or business
unit).
SECTION 11. REMEDIES
It is specifically understood and agreed that any breach of the provisions of
Section 8 or 10 of this Agreement would likely result in irreparable injury to
the Company and that the remedy at law alone would be an inadequate remedy for
such breach, and that in addition to any other remedy it may have, the Company
shall be entitled to enforce the specific performance of this Agreement by the
Executive and to obtain both temporary and permanent injunctive relief without
the necessity of proving actual damages.
SECTION 12. SEVERABLE PROVISIONS
The provisions of this Agreement are severable and the invalidity of any one or
more provisions shall not affect the validity of any other provision. In the
event that a court of competent jurisdiction shall determine that any provision
of this Agreement or the application thereof is unenforceable in whole or in
part because of the duration of scope thereof, the parties hereby agree that
such court, in making such determination, shall have the power to reduce the
duration and scope of such provision to the extent necessary to make it
enforceable and that this Agreement in its reduced form shall be valid and
enforceable to the fullest extent permitted by law.
SECTION 13. SUCCESSORS
(a) Company's Successors. The Company will require any successor (whether
direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's
business or assets, by an agreement in substance and form satisfactory to
the Executive, to assume this Agreement and to agree expressly to perform
this Agreement in the same manner and to the same extent as the Company
would be required to perform it in the absence of a succession. The
Company's failure to obtain such agreement prior to the effectiveness of a
succession shall be a breach of this Agreement and shall entitle the
Executive to all of the compensation and benefits to which the Executive
would have been entitled under this Agreement if the Company had terminated
the Executive's employment for any reason other than Cause, on the date
when such succession becomes effective. For all purposes under this
Agreement, except as otherwise provided in this Agreement, the term
"Company" shall include any successor to the Company's business or assets
that executes
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and delivers the assumption agreement described in this Section 13(a), or
that becomes bound by this Agreement by operation of law.
(b) Executive's Successors. This Agreement and all rights of the Executive
under this Agreement shall inure to the benefit of, and be enforceable by,
the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
SECTION 14. GENERAL PROVISIONS
(a) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in
writing and signed by the Executive and by an authorized officer of the
Company (other than the Executive). No waiver by either party of any breach
of, or of compliance with, any condition or provision of this Agreement by
the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time.
(b) Whole Agreement; Interpretation. No agreements, representations or
understandings (whether oral or written and whether express or implied)
that are not expressly set forth in this Agreement have been made or
entered into by either party with respect to the subject matter hereof. In
addition, the Executive hereby acknowledges and agrees that this Agreement
supersedes in its entirety any employment agreement between the Executive
and the Company in effect immediately prior to the effective date of this
Agreement, provided that the agreement by the Company to forgive certain
indebtedness of the Executive in the principal amount of $529,782, plus
accrued interest to the date of forgiveness, and to pay any taxes
associated with such forgiveness, provided the Executive remains employed
by the Company on July 23, 2004, shall remain in full force and effect, and
provided, further, that the Executive's agreement to repay certain other
indebtedness in the principal amount of $235,030, plus accrued interest, on
or before July 23, 2004, shall remain in full force and effect. Except as
provided in the foregoing provisos, as of the effective date of this
Agreement, any such prior employment agreement shall terminate without any
further obligation by either party thereto, and the Executive hereby
relinquishes any further rights that the Executive may have had under such
prior employment agreement. The reference table on the first page and the
headings in this Agreement are for convenience of reference only and will
not affect the construction or interpretation of this Agreement. The word
"or" is used in its non-exclusive sense. Unless otherwise stated, the word
"including" should be read to mean "including without limitation" and does
not limit the preceding words or terms. All references to "Sections" or
other provisions in this Agreement are to the corresponding Sections or
provisions in this Agreement. All words in this Agreement will be construed
to be of such gender or number as the circumstances require.
(c) Notice. Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when
personally delivered, mailed by U.S. registered or certified mail, return
receipt requested, or sent by a documented overnight courier service. In
the case of the Executive, mailed notices shall be addressed to the
Executive at the home address maintained in the Company's records.
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In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention
of its Chief Executive Officer.
(d) Setoff. The Company may set off against any payments owed to the Executive
under this Agreement any debt or obligation of the Executive owed to the
Company.
(e) Choice of Law. The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of Maine,
irrespective of Maine's choice-of-law principles.
(f) Arbitration. Except as otherwise provided with respect to the enforcement
of Sections 8 and 10, any dispute or controversy arising out of the
Executive's employment or the termination thereof, including any claim of
discrimination under U.S. (state or federal) or non-U.S. law, shall be
settled exclusively by arbitration in Portland, Maine, in accordance with
the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
(g) No Assignment of Benefits. The rights of any person to payments or benefits
under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law,
including bankruptcy, garnishment, attachment or other creditor's process,
and any action in violation of this Section 14(g) shall be void.
(h) Limitation of Remedies. If the Executive's employment terminates for any
reason, the Executive shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this Agreement,
including under the severance policies of the Company or any subsidiary.
(i) Taxes. All payments made pursuant to this Agreement shall be subject to
withholding of applicable taxes.
(j) Discharge of Responsibility. The payments under this Agreement, when made
in accordance with the terms of this Agreement, shall fully discharge all
responsibilities of the Company to the Executive that existed at the time
of termination of the Executive's employment.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written. The Executive has consulted, or has had the opportunity to
consult, with counsel (who is other than the Company's counsel) prior to
execution of this Agreement.
EXECUTIVE
/s/ John M. Watkins, Jr.
--------------------------------------------
John M. Watkins, Jr.
FAIRCHILD SEMICONDUCTOR CORPORATION
By /s/ Kirk P. Pond
-----------------------------------------
Its Chairman, President and CEO
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