EXHIBIT 10.13
(FAIRCHILD SEMICONDUCTOR(TM) LOGO)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
2001 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option Agreement dated FEBRUARY 13, 2001 (the
Grant Date) between Fairchild Semiconductor International, Inc. (the Company)
and IZAK BENCUYA, a regular salaried employee of the Company or one of its
subsidiaries (you or the Optionee).
OPTION GRANT; The Company grants you the option to purchase up to 70,000
EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise
price of ((Price)) per share. This option grant is subject to
the terms of the Company's 2001 Stock Option Plan, a copy of
which is enclosed with this agreement, and to the terms of
this agreement. If there is a conflict between the terms of
this agreement and those of the plan, the terms of the plan
will govern.
OPTION TERM; The term of your option is 10 years plus one day from the
VESTING Grant Date. Your option terminates at the end of the term and
cannot be exercised after the term. You can exercise your
option only to the extent it has vested. Your option will vest
in increments, as follows:
Percentage Vested
(included portion that vested
Vesting Date 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%
TERMINATION OF You must remain an employee of the Company or a subsidiary to
EMPLOYMENT be able to exercise your option, except as follows:
Retirement, permanent disability or death. If your employment
terminates because of your retirement, permanent disability or
death, you (or your estate) will have five years from your
termination date to exercise your option, unless the option
term ends earlier, in which case you (or your estate) will
have until the end of the term to exercise. RETIREMENT means
permanently terminating your employment, with no intention of
engaging in a full-time job, after reaching age 65, or after
reaching age 55 if your age plus your years of service equals
65 or more. This definition of retirement is used only for
purposes of this agreement.
All other cases. If your employment terminates because you
quit, or for any other reason other than retirement, permanent
disability or death, you (or your estate, if you die within
the period) will have 90 days from your termination date to
exercise your option, unless the option term ends earlier, in
which case you (or your estate) will have until the end of the
term to exercise.
Regardless of the cause of your termination, you (or your
estate) can exercise your option only to the extent it is
vested on your termination date.
TRANSFERABILITY Your option is not transferable except by will or the laws of
descent and distribution. During your lifetime only you can
exercise your option. This option shall not be subject to
attachment or similar process. Any attempted sale, pledge,
assignment, transfer or other disposition of your option
contrary to the provisions of this agreement, or the levy of
any attachment or similar process upon your option, shall be
null and void without effect.
MISCELLANEOUS Nothing in this agreement gives you the right to remain
employed by the Company or any subsidiary. This agreement
shall be governed by the laws of the State of Maine, without
regard to conflicts of law principles. The section and
paragraph headings in this agreement are for convenience of
reference only and shall not affect the construction or
interpretation of this agreement.
SIGNATURES Your signature and the signature of an authorized officer of
the Company below indicate your and the Company's agreement to
the terms of this Non-Qualified Stock Option Agreement as of
the Grant Date.
OPTIONEE: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Izak Bencuya /s/ Kirk Pond
------------------------------ ------------------------------
IZAK BENCUYA M3919 Kirk P. Pond
Chairman, President and CEO
(FAIRCHILD SEMICONDUCTOR(TM) LOGO)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
RESTATED STOCK OPTION PLAN
VESTING ACCELERATION AMENDMENT
This is an Amendment, effective as of November 1, 2001, to the Non-Qualified
Stock Option Agreement (your Agreement) dated FEBRUARY 13, 2001 (the Grant Date)
between Fairchild Semiconductor International, Inc. (the Company) and IZAK
BENCUYA, a regular salaried employee of the Company or one of its subsidiaries
(you or the Optionee). You and the Company agree as follows:
AMENDMENT The Board of Directors of the Company has authorized the
acceleration of vesting of options granted on the Grant Date,
subject to the terms and conditions of the Agreement as
amended hereby. Accordingly, the section of your Agreement
entitled "Option Term; Vesting" is hereby replaced, in its
entirety, with the immediately following section.
OPTION TERM; The term of your option is 10 years plus one day from the
VESTING Grant Date. Your option terminates at the end of the term and
cannot be exercised after the term. You can exercise your
option only to the extent it has vested. Your option will vest
in increments, as follows:
Percentage Vested
(included portion that vested
Vesting Date the preceding year)
------------ -----------------------------
1st Anniversary of Grant Date.. 25.0%
2nd Anniversary of Grant Date.. 62.5%
3rd Anniversary of Grant Date.. 100.0%
EFFECT OF Except as provided above, this amendment does not change your
AMENDMENT; Agreement or the Company's Restated Stock Option Plan, which
MISCELLANEOUS shall continue to govern your options in all other respects.
This amendment shall be governed by the laws of the State of
Maine, without regard to conflicts of laws principles. The
section and paragraph headings in this amendment are for
convenience of reference only and shall not affect the
construction or interpretation of this amendment.
SIGNATURES Your signature and the signature of an authorized officer of
the Company below indicate your and the Company's agreement to
the terms of this amendment.
OPTIONEE: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Izak Bencuya /s/ Kirk Pond
------------------------------ ------------------------------
IZAK BENCUYA M3919 Kirk P. Pond
Chairman, President and CEO