EXHIBIT 10.17
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: Izak Bencuya
Number of Shares Covered by Option: 87,302
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: /s/ Izak Bencuya
-----------------------------------
(Signature)
Company: /s/ Kirk Pond
------------------------------------
(Signature)
Title: President, CEO, Chairman
Attachment
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
OTHER AGREEMENTS 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concerning this Option are superseded.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 This Option is not intended to be an Incentive Stock
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.
TERMINATION OF If your Service with the Company terminates for any
SERVICE reason, you shall immediately forfeit all rights to the
unvested portion of your Option, and your right (or the
right of your estate, executor or representative) to
exercise the vested portion of your Option after
termination shall be governed by the terms of the
Company's Restated Stock Option Plan as if the Option had
been granted under that plan.
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
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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 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
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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:
- Your personal check, a cashier's check or a money
order.
- Shares which have already been owned by you for more
than six 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 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 By signing this Agreement, you agree not to exercise this
EXERCISE AND RESALE 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,
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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 (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
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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 at any time.
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 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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