EXHIBIT 10.27
(FAIRCHILD SEMICONDUCTOR (R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option Agreement under the Fairchild Semiconductor
Stock Plan, dated SEPTEMBER 01, 2003 (the Grant Date) between Fairchild
Semiconductor International, Inc. (the Company) and ROBERT J CONRAD, 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 30,000
EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise
price of $17.7000 per share. This option grant is subject
to the terms of the Fairchild Semiconductor Stock Plan 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. Capitalized terms not
defined in this agreement are defined in the plan.
OPTION TERM; The term of your option is 8 years from the Grant Date.
VESTING 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
(including portion
that vested the
Vesting Date 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 an Affiliate
EMPLOYMENT to be able to exercise your option, except as follows:
Retirement, Disability or death. If your employment
terminates because of your Retirement or Disability (as
those terms are defined in the plan) or your death, then
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. In addition, if
your employment terminates because of your Retirement or
Disability and you die within the five-year exercise
period, your estate will have at least one year after your
death to exercise, unless the option term ends earlier, in
which case your estate will have until the end of the term
to exercise.
Termination by the Company. If your employment is
terminated for Cause (as defined in the plan), all options
will be terminated, whether or not vested, and you may have
to repay any gains on prior exercised options. See Sections
5(l) and 12 of the plan. If your employment is terminated
by the Company not for Cause and not as a result of your
Retirement, Disability or death, then you (or your estate)
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.
All other cases. If your employment terminates because you
quit, or for any other reason other than those stated
above, you (or your estate, if you die within the period)
will have 30 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.
NONTRANSFERABILITY 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
plan, or the levy of any attachment or similar process upon
your option, shall be null and void without effect.
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/ Robert J Conrad /s/ Kirk P. Pond
---------------------------- ----------------------------
ROBERT J CONRAD D5496 Kirk P. Pond
GLOBAL ID/SSN: ____________ Chairman, President and CEO