EXHIBIT 10.38
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Robert Conrad EMPLOYEE ID: D5496 GLOBAL ID: ___
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 4,950
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 OF PLAN; This Agreement and your rights under this Agreement
ADMINISTRATION are subject to all the terms and conditions of the
Plan, as it 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
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%
3. RIGHTS AS STOCKHOLDER You will not be entitled to any privileges of
ownership of 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 UNITS (a) Time of Settlement. Each Vested Unit will be
settled 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/ Robert Conrad /s/ Kirk P. Pond
------------------------- -------------------------
ROBERT CONRAD 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 to the Human
Resources Service Center, Mail Stop 35-1D, 82 Running Hill Road,
South Portland, ME 04106 USA.
(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: Robert J Conrad EMPLOYEE ID: D5496 GLOBAL ID:
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 4,950
1. SETTLEMENT ELECTION CHECK ONLY ONE OPTION:
[ ] 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 SETTLEMENT UPON I hereby acknowledge and agree that (a) if my
TERMINATION employment is terminated for any reason other
than Cause, Death or 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 OF ELECTION I understand that, once, but only once, I can
PERMITTED change my election to a later (but not earlier)
Settlement Date than 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/ Robert Conrad May 4, 2004
-----------------------
ROBERT CONRAD
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 to the Human
Resources Service Center, Mail Stop 35-1D, 82 Running Hill Road,
South Portland, ME 04106 USA.