EXHIBIT 10.31
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Kirk Pond EMPLOYEE ID: D1044 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 69,545
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
1. APPLICATION This Agreement and your rights under this Agreement are
OF PLAN; subject to all the terms and conditions of the Plan, as it
ADMINISTRATION may be amended from time to time, as well as to such rules
and regulations as the Committee may adopt. It is expressly
understood that the Committee that administers the Plan is
authorized to administer, construe and make all
determinations necessary or appropriate to the
administration of the Plan and this Agreement, all of which
shall be binding upon you to the extent permitted by the
Plan. Any inconsistency between this Agreement and the Plan
shall be resolved in favor of the Plan.
2. VESTING The Units will vest (becoming "Vested Units") on the
following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Percentage Vested
(including portion that
vested the preceding
Vesting Date year)
------------ -----------------------
1st Anniversary of Grant Date.... 25%
2nd Anniversary of Grant Date.... 50%
3rd Anniversary of Grant Date.... 75%
4th Anniversary of Grant Date.... 100%
provided that your Units will vest in their entirety upon
your retirement from the Company in accordance with the
terms of your employment agreement with the Company, or
otherwise in accordance with other agreements governing
your employment.
3. RIGHTS AS You will not be entitled to any privileges of ownership of
STOCKHOLDER the shares of Common Stock underlying your Units (the
"Shares") unless and until Shares are actually delivered to
you under this Agreement.
4. DIVIDENDS You will be credited with additional Deferred Stock Units
having a value equal to declared dividends, if any, with
record dates that occur prior to the settlement of any
Units as if such Units had been actual Shares, based on the
Fair Market Value of a Share on the applicable dividend
payment date. Any such additional Deferred Stock Units
shall be considered Units under this Agreement and shall
also be credited with additional Deferred Stock Units as
dividends, if any, are declared, and shall be subject to
the same restrictions and conditions as Units with respect
to which they were credited. Notwithstanding the foregoing,
no such additional Deferred Stock Units will be credited
with respect to any dividend in connection with which Units
are adjusted pursuant to Section 3(c) of the Plan.
5. SETTLEMENT OF (a) Time of Settlement. Each Vested Unit will be settled
UNITS by the delivery of one Share to you or, in the event
of your death, to your designated beneficiary,
promptly following the date or dates (any such date,
the "Settlement Date") you have elected on the
attached Settlement Election Form. You may change the
Settlement Election Date one time only, and only to a
later date, as provided in the Settlement Election
Form.
(b) Termination Prior to Settlement Date. If your
employment or service with the Company is terminated
prior to any Settlement Date, your Units will be
treated as specified in the Settlement Election Form.
(c) Forfeiture of Unvested Units. All Units that are not
Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to
occur under this Agreement.
6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or
involuntarily, by operation of law or otherwise, except as
provided in the Plan. Any assignment, pledge, transfer, or
other disposition, voluntary or involuntary, of your Units
made, or any attachment, execution, garnishment, or lien
issued against or placed upon the Units, other than as so
permitted, shall be void.
7. TAXES (a) Social Security and Medicare Taxes. You may be subject
to Social Security tax, and you will be subject to
Medicare tax on the date or dates your Units become
Vested Units under Section 2 above, based on the Fair
Market Value of the Shares underlying the Units that
vest. The Company will pay such taxes on your behalf,
including any income, Social Security and Medicare
taxes attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected in
your compensation for federal, state and local income
tax purposes.
(b) Income Taxes. You will be subject to U.S. federal
income tax on the Settlement Date, based on the Fair
Market Value of Shares received in settlement of
Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS FOR ANY
OTHER STATE, LOCAL OR NON-U.S. TAXES THAT MAY BE
RELATED TO YOUR RECEIPT OF THE SHARES. Not later than
90 days before any scheduled Settlement Date, you must
arrange with the Company for the timely payment of all
withholding taxes the Company is obligated to collect
from you and remit to U.S. and other applicable tax
authorities.
8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right to
continue as an employee, or otherwise in the service
of, the Company or any Affiliate, nor shall this
Agreement interfere in any way with the Company's or
such Affiliate's right to terminate your employment or
service at any time.
(b) Without limiting the generality of Section 1 above,
with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate, amend,
or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan
may in any way adversely affect your rights under this
Agreement without your consent.
(c) This Agreement will be subject to all applicable laws,
rules, and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be
required.
(d) To the extent not preempted by U.S. federal law, this
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
9. SIGNATURES By the signatures below, the Participant and the authorized
representative of the Company acknowledge agreement to this
Deferred Stock Unit Agreement as of the Grant Date
specified above.
PARTICIPANT: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Kirk Pond 6/24/04 /s/ Kirk Pond
--------------------------- ------------------------------
KIRK POND Kirk P. Pond
Chairman, President and CEO
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of this Deferred Stock Unit Agreement;
2. Sign the BOTH copies of the Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope.
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FROM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Kirk Pond EMPLOYEE ID: D1044 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 69,545
1. SETTLEMENT CHECK ONLY ONE OPTION:
ELECTION
SPECIFIED DATE. Subject to Sections 2 and 3 below, I
----- elect to have all Vested Units that I may hold under
the Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
on ____________________, which date is at least one
year following the Grant Date of such Units. If the
date specified occurs before the last scheduled
Vesting Date under this grant, then Units that vest
after such specified date will be settled promptly
following any such subsequent Vesting Date(s).
X VESTING DATES. Subject to Sections 2 and 3 below, I
----- elect to have Vested Units that I may hold under the
Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
promptly following each date or dates on which
vesting of Units occurs.
2. AUTOMATIC I hereby acknowledge and agree that (a) if my employment is
SETTLEMENT UPON terminated for any reason other than Cause, Death or
TERMINATION Disability, any Vested Units will be settled on the first
anniversary of my termination date, (b) if my employment is
terminated for Cause, all units will be immediately
forfeited, and (c) if my employment is terminated for Death
or Disability, any Vested Units will be settled following
my termination date.
3. ONE-TIME CHANGE I understand that, once, but only once, I can change my
OF ELECTION election to a later (but not earlier) Settlement Date than
PERMITTED indicated in Section 1 above by filing a new Settlement
Election Form with the Company at any time on or before the
day (the "Change Deadline Day") that falls one year before
the earliest Settlement Date that would occur based on my
election in Section 1. I understand that I cannot change my
election after the Change Deadline Day, and that I cannot
change my election more than once. If the Change Deadline
Day falls on a day that is not a business day for the
Company, then the last day to change the election in
Section 1 will be the first business day following the
Change Deadline Day. Any new Settlement Election Form will
revoke the previously filed Settlement Election Form,
except that, if any Settlement Date purportedly elected on
the new form falls within one year after the Change
Deadline Day, then such new form will have no effect and
the previously elected Settlement Date shall continue to
apply.
4. SIGNATURE PARTICIPANT: DATED AS OF:
/s/ Kirk Pond 6/24/04 May 4, 2004
---------------------------
KIRK POND
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of the Deferred Stock Unit Agreement;
2. Sign the BOTH copies of this Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope.
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Joseph Martin EMPLOYEE ID: D2658 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 34,773
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
1. APPLICATION This Agreement and your rights under this Agreement are
OF PLAN; subject to all the terms and conditions of the Plan, as it
ADMINISTRATION may be amended from time to time, as well as to such rules
and regulations as the Committee may adopt. It is expressly
understood that the Committee that administers the Plan is
authorized to administer, construe and make all
determinations necessary or appropriate to the
administration of the Plan and this Agreement, all of which
shall be binding upon you to the extent permitted by the
Plan. Any inconsistency between this Agreement and the Plan
shall be resolved in favor of the Plan.
2. VESTING The Units will vest (becoming "Vested Units") on the
following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Percentage Vested
(including portion that
vested the preceding
Vesting Date year)
------------ -----------------------
1st Anniversary of Grant Date.... 25%
2nd Anniversary of Grant Date.... 50%
3rd Anniversary of Grant Date.... 75%
4th Anniversary of Grant Date.... 100%
provided that your Units will vest in their entirety upon
your retirement from the Company in accordance with the
terms of your employment agreement with the Company, or
otherwise in accordance with other agreements governing
your employment.
3. RIGHTS AS You will not be entitled to any privileges of ownership of
STOCKHOLDER the shares of Common Stock underlying your Units (the
"Shares") unless and until Shares are actually delivered to
you under this Agreement.
4. DIVIDENDS You will be credited with additional Deferred Stock Units
having a value equal to declared dividends, if any, with
record dates that occur prior to the settlement of any
Units as if such Units had been actual Shares, based on the
Fair Market Value of a Share on the applicable dividend
payment date. Any such additional Deferred Stock Units
shall be considered Units under this Agreement and shall
also be credited with additional Deferred Stock Units as
dividends, if any, are declared, and shall be subject to
the same restrictions and conditions as Units with respect
to which they were credited. Notwithstanding the foregoing,
no such additional Deferred Stock Units will be credited
with respect to any dividend in connection with which Units
are adjusted pursuant to Section 3(c) of the Plan.
5. SETTLEMENT OF (d) Time of Settlement. Each Vested Unit will be settled
UNITS by the delivery of one Share to you or, in the event
of your death, to your designated beneficiary,
promptly following the date or dates (any such date,
the "Settlement Date") you have elected on the
attached Settlement Election Form. You may change the
Settlement Election Date one time only, and only to a
later date, as provided in the Settlement Election
Form.
(e) Termination Prior to Settlement Date. If your
employment or service with the Company is terminated
prior to any Settlement Date, your Units will be
treated as specified in the Settlement Election Form.
(f) Forfeiture of Unvested Units. All Units that are not
Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to
occur under this Agreement.
6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or
involuntarily, by operation of law or otherwise, except as
provided in the Plan. Any assignment, pledge, transfer, or
other disposition, voluntary or involuntary, of your Units
made, or any attachment, execution, garnishment, or lien
issued against or placed upon the Units, other than as so
permitted, shall be void.
7. TAXES (c) Social Security and Medicare Taxes. You may be subject
to Social Security tax, and you will be subject to
Medicare tax on the date or dates your Units become
Vested Units under Section 2 above, based on the Fair
Market Value of the Shares underlying the Units that
vest. The Company will pay such taxes on your behalf,
including any income, Social Security and Medicare
taxes attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected in
your compensation for federal, state and local income
tax purposes.
(d) Income Taxes. You will be subject to U.S. federal
income tax on the Settlement Date, based on the Fair
Market Value of Shares received in settlement of
Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS FOR ANY
OTHER STATE, LOCAL OR NON-U.S. TAXES THAT MAY BE
RELATED TO YOUR RECEIPT OF THE SHARES. Not later than
90 days before any scheduled Settlement Date, you must
arrange with the Company for the timely payment of all
withholding taxes the Company is obligated to collect
from you and remit to U.S. and other applicable tax
authorities.
8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right to
continue as an employee, or otherwise in the service
of, the Company or any Affiliate, nor shall this
Agreement interfere in any way with the Company's or
such Affiliate's right to terminate your employment or
service at any time.
(b) Without limiting the generality of Section 1 above,
with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate, amend,
or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan
may in any way adversely affect your rights under this
Agreement without your consent.
(c) This Agreement will be subject to all applicable laws,
rules, and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be
required.
(d) To the extent not preempted by U.S. federal law, this
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
9. SIGNATURES By the signatures below, the Participant and the authorized
representative of the Company acknowledge agreement to this
Deferred Stock Unit Agreement as of the Grant Date
specified above.
PARTICIPANT: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Joseph D. Martin /s/ Kirk Pond
--------------------------- -----------------------------
JOSEPH MARTIN Kirk P. Pond
Chairman, President and CEO
TO ACCEPT YOUR DSU GRANT:
5. Sign BOTH copies of this Deferred Stock Unit Agreement;
6. Sign the BOTH copies of the Settlement Election Form;
7. Retain one copy of each for your records;
8. Return one copy of each in the enclosed envelope.
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Joseph Martin EMPLOYEE ID: D2658 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 34,773
1. SETTLEMENT CHECK ONLY ONE OPTION:
ELECTION
SPECIFIED DATE. Subject to Sections 2 and 3 below, I
----- elect to have all Vested Units that I may hold under
the Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
on ____________________, which date is at least one
year following the Grant Date of such Units. If the
date specified occurs before the last scheduled
Vesting Date under this grant, then Units that vest
after such specified date will be settled promptly
following any such subsequent Vesting Date(s).
JM VESTING DATES. Subject to Sections 2 and 3 below, I
----- elect to have Vested Units that I may hold under the
Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
promptly following each date or dates on which
vesting of Units occurs.
2. AUTOMATIC I hereby acknowledge and agree that (a) if my employment is
SETTLEMENT terminated for any reason other than Cause, Death or
UPON Disability, any Vested Units will be settled on the first
TERMINATION anniversary of my termination date, (b) if my employment is
terminated for Cause, all units will be immediately
forfeited, and (c) if my employment is terminated for Death
or Disability, any Vested Units will be settled following
my termination date.
3. ONE-TIME I understand that, once, but only once, I can change my
CHANGE OF election to a later (but not earlier) Settlement Date than
ELECTION indicated in Section 1 above by filing a new Settlement
PERMITTED Election Form with the Company at any time on or before the
day (the "Change Deadline Day") that falls one year before
the earliest Settlement Date that would occur based on my
election in Section 1. I understand that I cannot change my
election after the Change Deadline Day, and that I cannot
change my election more than once. If the Change Deadline
Day falls on a day that is not a business day for the
Company, then the last day to change the election in
Section 1 will be the first business day following the
Change Deadline Day. Any new Settlement Election Form will
revoke the previously filed Settlement Election Form,
except that, if any Settlement Date purportedly elected on
the new form falls within one year after the Change
Deadline Day, then such new form will have no effect and
the previously elected Settlement Date shall continue to
apply.
4. SIGNATURE PARTICIPANT: DATED AS OF:
/s/ Joseph D. Martin May 4, 2004
---------------------------
JOSEPH MARTIN
TO ACCEPT YOUR DSU GRANT:
5. Sign BOTH copies of the Deferred Stock Unit Agreement;
6. Sign the BOTH copies of this Settlement Election Form;
7. Retain one copy of each for your records;
8. Return one copy of each in the enclosed envelope.
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Daniel Boxer EMPLOYEE ID: D3878 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 23,182
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
1. APPLICATION This Agreement and your rights under this Agreement are
OF PLAN; subject to all the terms and conditions of the Plan, as it
ADMINISTRATION may be amended from time to time, as well as to such rules
and regulations as the Committee may adopt. It is expressly
understood that the Committee that administers the Plan is
authorized to administer, construe and make all
determinations necessary or appropriate to the
administration of the Plan and this Agreement, all of which
shall be binding upon you to the extent permitted by the
Plan. Any inconsistency between this Agreement and the Plan
shall be resolved in favor of the Plan.
2. VESTING The Units will vest (becoming "Vested Units") on the
following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Percentage Vested
(including portion that
Vesting Date vested the preceding year)
------------ --------------------------
1st Anniversary of Grant Date.. 25%
2nd Anniversary of Grant Date.. 50%
3rd Anniversary of Grant Date.. 75%
4th Anniversary of Grant Date.. 100%
provided that your Units will vest in their entirety upon
your retirement from the Company in accordance with the
terms of your employment agreement with the Company, or
otherwise in accordance with other agreements governing
your employment.
3. RIGHTS AS You will not be entitled to any privileges of ownership of
STOCKHOLDER the shares of Common Stock underlying your Units (the
"Shares") unless and until Shares are actually delivered to
you under this Agreement.
4. DIVIDENDS You will be credited with additional Deferred Stock Units
having a value equal to declared dividends, if any, with
record dates that occur prior to the settlement of any
Units as if such Units had been actual Shares, based on the
Fair Market Value of a Share on the applicable dividend
payment date. Any such additional Deferred Stock Units
shall be considered Units under this Agreement and shall
also be credited with additional Deferred Stock Units as
dividends, if any, are declared, and shall be subject to
the same restrictions and conditions as Units with respect
to which they were credited. Notwithstanding the foregoing,
no such additional Deferred Stock Units will be credited
with respect to any dividend in connection with which Units
are adjusted pursuant to Section 3(c) of the Plan.
5. SETTLEMENT OF (g) Time of Settlement. Each Vested Unit will be settled by
UNITS the delivery of one Share to you or, in the event of
your death, to your designated beneficiary, promptly
following the date or dates (any such date, the
"Settlement Date") you have elected on the attached
Settlement Election Form. You may change the Settlement
Election Date one time only, and only to a later date,
as provided in the Settlement Election Form.
(h) Termination Prior to Settlement Date. If your
employment or service with the Company is terminated
prior to any Settlement Date, your Units will be
treated as specified in the Settlement Election Form.
(i) Forfeiture of Unvested Units. All Units that are not
Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to
occur under this Agreement.
6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or
involuntarily, by operation of law or otherwise, except as
provided in the Plan. Any assignment, pledge, transfer, or
other disposition, voluntary or involuntary, of your Units
made, or any attachment, execution, garnishment, or lien
issued against or placed upon the Units, other than as so
permitted, shall be void.
7. TAXES (e) Social Security and Medicare Taxes. You may be subject
to Social Security tax, and you will be subject to
Medicare tax on the date or dates your Units become
Vested Units under Section 2 above, based on the Fair
Market Value of the Shares underlying the Units that
vest. The Company will pay such taxes on your behalf,
including any income, Social Security and Medicare
taxes attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected in
your compensation for federal, state and local income
tax purposes.
(f) Income Taxes. You will be subject to U.S. federal
income tax on the Settlement Date, based on the Fair
Market Value of Shares received in settlement of Vested
Units. YOU WILL BE SOLELY RESPONSIBLE FOR THE PAYMENT
OF ALL SUCH INCOME TAXES, AS WELL AS FOR ANY OTHER
STATE, LOCAL OR NON-U.S. TAXES THAT MAY BE RELATED TO
YOUR RECEIPT OF THE SHARES. Not later than 90 days
before any scheduled Settlement Date, you must arrange
with the Company for the timely payment of all
withholding taxes the Company is obligated to collect
from you and remit to U.S. and other applicable tax
authorities.
8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right to
continue as an employee, or otherwise in the service
of, the Company or any Affiliate, nor shall this
Agreement interfere in any way with the Company's or
such Affiliate's right to terminate your employment
or service at any time.
(b) Without limiting the generality of Section 1 above,
with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate, amend,
or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may
in any way adversely affect your rights under this
Agreement without your consent.
(c) This Agreement will be subject to all applicable laws,
rules, and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be
required.
(d) To the extent not preempted by U.S. federal law, this
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
9. SIGNATURES By the signatures below, the Participant and the authorized
representative of the Company acknowledge agreement to this
Deferred Stock Unit Agreement as of the Grant Date
specified above.
PARTICIPANT: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
Daniel E. Boxer /s/ Kirk Pond
--------------------------- -----------------------------
DANIEL BOXER Kirk P. Pond
Chairman, President and CEO
TO ACCEPT YOUR DSU GRANT:
9. Sign BOTH copies of this Deferred Stock Unit Agreement;
10. Sign the BOTH copies of the Settlement Election Form;
11. Retain one copy of each for your records;
12. Return one copy of each in the enclosed envelope.
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Daniel Boxer EMPLOYEE ID: D3878 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 23,182
1. SETTLEMENT CHECK ONLY ONE OPTION:
ELECTION
SPECIFIED DATE. Subject to Sections 2 and 3 below, I
----- elect to have all Vested Units that I may hold under
the Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
on ____________________, which date is at least one
year following the Grant Date of such Units. If the
date specified occurs before the last scheduled
Vesting Date under this grant, then Units that vest
after such specified date will be settled promptly
following any such subsequent Vesting Date(s).
X VESTING DATES. Subject to Sections 2 and 3 below, I
----- elect to have Vested Units that I may hold under the
Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me
promptly following each date or dates on which
vesting of Units occurs.
2. AUTOMATIC I hereby acknowledge and agree that (a) if my employment is
SETTLEMENT UPON terminated for any reason other than Cause, Death or
TERMINATION Disability, any Vested Units will be settled on the first
anniversary of my termination date, (b) if my employment is
terminated for Cause, all units will be immediately
forfeited, and (c) if my employment is terminated for Death
or Disability, any Vested Units will be settled following
my termination date.
3. ONE-TIME I understand that, once, but only once, I can change my
CHANGE OF ELECTION election to a later (but not earlier) Settlement Date than
PERMITTED indicated in Section 1 above by filing a new Settlement
Election Form with the Company at any time on or before the
day (the "Change Deadline Day") that falls one year before
the earliest Settlement Date that would occur based on my
election in Section 1. I understand that I cannot change my
election after the Change Deadline Day, and that I cannot
change my election more than once. If the Change Deadline
Day falls on a day that is not a business day for the
Company, then the last day to change the election in
Section 1 will be the first business day following the
Change Deadline Day. Any new Settlement Election Form will
revoke the previously filed Settlement Election Form,
except that, if any Settlement Date purportedly elected on
the new form falls within one year after the Change
Deadline Day, then such new form will have no effect and
the previously elected Settlement Date shall continue to
apply.
4. SIGNATURE PARTICIPANT: DATED AS OF:
/s/ Daniel E. Boxer May 4, 2004
---------------------------
DANIEL BOXER
TO ACCEPT YOUR DSU GRANT:
9. Sign BOTH copies of the Deferred Stock Unit Agreement;
10. Sign the BOTH copies of this Settlement Election Form;
11. Retain one copy of each for your records;
12. Return one copy of each in the enclosed envelope.