Exhibit 10.02
[FAIRCHILD SEMICONDUCTOR LOGO]
FAIRCHILD SEMICONDUCTOR
RESTRICTED STOCK UNIT AWARD AGREEMENT
PARTICIPANT: Mark S. Frey EMPLOYEE ID: ___________ GLOBAL ID: ____________
GRANT DATE: March 20, 2006
NUMBER OF RESTRICTED STOCK UNITS GRANTED: 20,000 UNITS
THIS AGREEMENT, effective as of the Grant Date 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"), with respect to the award of the number of restricted stock units
("Restricted Stock Units") specified above. This award of Restricted Stock Units
is not made under any stock or option plan of the Company but shall be governed
as if made under, and subject to, the Fairchild Semiconductor Stock Plan, as
amended from time to time (the "Plan"). Capitalized terms used and not defined
in this Agreement shall have the meanings given to them in the Plan.
By accepting this Grant, you irrevocably agree, on your own behalf and on behalf
of your heirs and any other person claiming rights under this Agreement, to all
of the terms and conditions of the Restricted Stock Unit Award as set forth in
or pursuant to this Agreement and the Plan (as such may be amended from time to
time). You and the Company agree as follows:
1. APPLICATION OF PLAN; This Agreement and your rights under this
ADMINISTRATION Agreement 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 Restricted Stock Units will vest (becoming
"Vested Restricted Stock Units") on the following
Vesting Dates provided that you have remained in
the full time employment or service of the Company
or an Affiliate from the Grant Date set forth
above until the respective Vesting Date:
Percentage Vested
Vesting Date (including portion that vested the preceding year)
First anniversary of the Grant Date 25%
Second anniversary of the Grant Date 50%
Third anniversary of the Grant Date 75%
Fourth anniversary of the Grant Date 100%
The vesting period set forth above may be adjusted
by the Committee to reflect the decreased level of
employment or service during any period in which
you are on an approved leave of absence or are
employed on a less than full time basis.
3. TERMINATION OF EMPLOYMENT Except as otherwise provided in Paragraph 7 of
this Agreement, the right to issuance of
Restricted Stock Units and the rights under any
Restricted Stock Units that have not become Vested
Restricted Stock Units at the time your employment
or service with the Company terminates for any
reason will be forfeited immediately without
consideration and without further notice as of the
date of termination.
4. SETTLEMENT OF VESTED Each Vested Restricted Stock Unit will be settled
RESTRICTED STOCK UNITS by the delivery of one share of Common Stock
AND ISSUANCE OF SHARES (subject to adjustment under Section 3(c) of the
Plan, a "Share") to you or, in the event of your
death, to your designated beneficiary, promptly
following the Vesting Date with respect to such
Shares, subject to your satisfaction of any tax
withholding obligations as described in Paragraph
9 of this Agreement. You hereby authorize any
brokerage service provider determined acceptable
to the Company, to open a securities account for
you to be used for the settlement of Vested
Restricted Stock Units. The date on which Shares
are issued may include a delay in order to provide
the Company such time as it determines appropriate
to address tax withholding and other
administrative matters.
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5. RIGHTS AS STOCKHOLDER Except as otherwise provided in this Agreement,
you will not be entitled to any privileges of
ownership of the shares of Common Stock underlying
your Restricted Stock Units unless and until
Shares are actually delivered to you under this
Agreement.
6. DIVIDENDS From and after the date that Restricted Stock
Units are issued to you under this Agreement, you
will be credited with additional Restricted Stock
Units having a value equal to declared dividends,
if any, with record dates that occur prior to the
settlement of any Restricted Stock Units as if
such Restricted Stock Units had been actual shares
of Common Stock, based on the Fair Market Value of
a share of Common Stock on the applicable dividend
payment date. Any such additional Restricted Stock
Units shall be considered Restricted Stock Units
under this Agreement and shall also be credited
with additional Restricted Stock Units as
dividends, if any, are declared, and shall be
subject to the same restrictions and conditions
(including the risk of forfeiture under Paragraph
3) as Restricted Stock Units with respect to which
they were credited. Notwithstanding the foregoing,
no such additional Restricted Stock Units will be
credited with respect to any dividend in
connection with which Restricted Stock Units are
adjusted pursuant to Section 3(c) of the Plan.
7. CHANGE IN CONTROL Notwithstanding anything to the contrary in this
Agreement, the Restricted Stock Units shall be
subject to acceleration of vesting upon a Change
in Control as provided with respect to restricted
stock under Section 11(a)(ii) of the Plan, and
shall be settled as if pursuant to Paragraph 4 of
this Agreement.
8. TRANSFERABILITY (a) Your Restricted Stock 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 Restricted Stock Units made, or any
attachment, execution, garnishment, or lien
issued against or placed upon the Restricted
Stock Units, other than as so permitted,
shall be void.
(b) You acknowledge that, from time to time, the
Company may be in a "blackout period" and/or
subject to applicable securities laws that
could subject you to liability for engaging
in any transaction involving the sale of the
Company's shares. You further acknowledge
and agree that, prior to the sale of any
Shares, it is your responsibility to
determine whether or not such sale of Shares
will subject you to liability under insider
trading rules or other applicable securities
laws.
9. TAXES (a) General. You are ultimately liable and
responsible for all taxes owed by you in
connection with your Restricted Stock Units,
regardless of any action the Company takes
or any transaction pursuant to this
Paragraph 9 with respect to any tax
withholding obligations that arise in
connection with the Restricted Stock Units.
As a condition and term of this award, no
election under Section 83(b) of the United
States Internal Revenue Code, as amended,
may be made by you or any other person with
respect to all or any portion of the
Restricted Stock Units. The Company makes no
representation or undertaking regarding the
treatment of any tax withholding in
connection with the grant, issuance, vesting
or settlement of the Restricted Stock Units
or the subsequent sale of any of the Shares
underlying the Restricted Stock Units that
vest. The Company does not commit and is
under no obligation to structure this
Agreement to reduce or eliminate your tax
liability.
(b) Taxes. You will be subject to federal and
state income and other tax withholding
requirements on a date (generally, the
Vesting Date) determined by applicable law
(any such date, the "Taxable Date"), based
on the Fair Market Value of the Shares
underlying the Restricted Stock Units that
vest. YOU WILL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL U.S. FEDERAL INCOME AND OTHER
TAXES, INCLUDING ANY STATE, LOCAL OR
NON-U.S. INCOME OR EMPLOYMENT TAX OBLIGATION
THAT MAY BE RELATED TO THE SHARES, INCLUDING
ANY SUCH TAXES THAT ARE REQUIRED TO BE
WITHHELD AND PAID OVER TO THE APPLICABLE TAX
AUTHORITIES (THE "TAX WITHHOLDING
OBLIGATION"). You will be responsible for
the satisfaction of such Tax Withholding
Obligation in a manner acceptable to the
Company in its sole discretion, including
through payroll withholding.
(i) By Sale of Shares. Your acceptance of
this Agreement constitutes your instruction
and authorization to the Company and any
brokerage firm determined acceptable to the
Company for such purpose to sell on your
behalf a whole number of shares from those
Shares issuable to you as the Company
determines to be appropriate to generate
cash proceeds sufficient to satisfy the
applicable Tax Withholding Obligation. Such
shares will be sold on the Taxable Date or
as soon thereafter as practicable. You will
be responsible for all brokers' fees and
other costs of sale, which fees and costs
may be deducted from the proceeds of the
foregoing sale of Shares, and you agree to
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indemnify and hold the Company and any
brokerage firm selling such Shares harmless
from any losses, costs, damages, or expenses
relating to any such sale. To the extent the
proceeds of such sale exceed your Tax
Withholding Obligation, such excess cash
will be deposited into the securities
account established with the brokerage
service provider for the settlement of your
Vested Restricted Stock Units. Such Shares
will be sold through the broker at market
prices; however the price you receive will
reflect a weighted average sales price based
on the sales price of Shares on behalf of
you and others for whom the designated
broker may be selling shares on the relevant
day(s), and you acknowledge that the Company
or its designee is under no obligation to
arrange for such sale at any particular
price, and that the proceeds of any such
sale may not be sufficient to satisfy your
Tax Withholding Obligation. Accordingly, you
agree to pay to the Company as soon as
practicable, including through additional
payroll withholding, any amount of the Tax
Withholding Obligation that is not satisfied
by the sale of shares described above.
UNLESS OTHERWISE AUTHORIZED BY THE COMMITTEE
IN ITS SOLE DISCRETION, THE SALE OF SHARES
WILL BE THE PRIMARY METHOD USED BY THE
COMPANY TO SATISFY THE APPLICABLE TAX
WITHHOLDING OBLIGATION, and accordingly you
represent and warrant to the Company as
follows:
A. You are accepting this Agreement
during a permitted trading period, and
at the time of accepting this
Agreement you are not aware of any
Material Nonpublic Information (as
defined in the Company's Corporate
Legal Insider Trading and Tipping
Policy) concerning the Company.
B. You will not exercise any subsequent
influence over the amount of Shares to
be sold hereunder to generate funds
for the Tax Withholding Obligation or
the price, date or time of such sale.
C. You are entering into this Agreement
in good faith and have a bona fide
intention to carry out the terms of
this Agreement, and you will not enter
into or alter a corresponding or
hedging transaction or position with
respect to the Shares.
(ii) By Share Withholding. If so elected in
the sole discretion of the Committee, then
in lieu of a market sale pursuant to
Paragraph 9(b)(i) you authorize the Company
to withhold from the Shares issuable to you
the whole number of shares with a value
equal to the Fair Market Value of the Shares
on the Taxable Date or the first trading day
before the Taxable Date, sufficient to
satisfy the applicable Tax Withholding
Obligation. You acknowledge that the
withheld shares may not be sufficient to
satisfy your Tax Withholding Obligation.
Accordingly, you agree to pay to the Company
as soon as practicable, including through
additional payroll withholding, any amount
of the Tax Withholding Obligation that is
not satisfied by the withholding of Shares
described above.
10. DATA PRIVACY
As an essential term of this Agreement, you
consent to the collection, use and transfer, in
electronic or other form, of personal data as
described in this Agreement for the exclusive
purpose of implementing, administering and
managing your participation in the Plan.
By entering into this Agreement and accepting the
Restricted Stock Units, you acknowledge that the
Company holds certain personal information about
you, including, but not limited to, your name,
home address and telephone number, date of birth,
social insurance number or other identification
number, salary, tax rates and amounts,
nationality, job title, any shares of stock or
directorships held in the Company, details of all
awards or any other entitlement to shares of stock
awarded, canceled, exercised, vested, unvested or
outstanding, for the purpose of implementing,
administering and managing the Plan ("Data"). You
acknowledge that Data may be transferred to any
third parties assisting in the implementation,
administration and management of the Plan, that
these recipients may be located in jurisdictions
that may have different data privacy laws and
protections, and you authorize the recipients to
receive, possess, use, retain and transfer the
Data, in electronic or other form, for the
purposes of implementing, administering and
managing the Plan, including any requisite
transfer of such Data as may be required to a
broker or other third party with whom you or the
Company may elect to deposit any shares of stock
acquired under this Agreement. You acknowledges
that Data may be held only as long as is necessary
to implement, administer and manage your
participation in the Plan as determined by the
Company, and that you may request additional
information about the storage and processing of
Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any
case without cost, provided however, that refusing
or withdrawing your consent may adversely affect
your ability to participate in the Plan.
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11. ELECTRONIC DELIVERY The Company may, in its sole discretion, decide to
deliver any documents related to any awards
granted under the Plan by electronic means or to
request your consent to participate in the Plan by
electronic means. You hereby consent to receive
such documents by electronic delivery and, if
requested, to agree to participate in the Plan
through an on-line or electronic system
established and maintained by the Company or
another third party designated by the Company, and
such consent shall remain in effect throughout
your term of employment or service with the
Company and thereafter until withdrawn in writing
by you.
12. 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 Paragraph
12(a) above, this Agreement and the Plan may
be amended without your consent to the
extent provided in Section 14(b) of the
Plan.
(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. The Company may impose such
restrictions, conditions or limitations as
it determines appropriate as to the timing
and manner of any resales by you or other
subsequent transfers by you of any shares of
Common Stock issued as a result of or under
this Agreement, including without limitation
(i) restrictions under an insider trading
policy, (ii) restrictions that may be
necessary in the absence of an effective
registration statement under the Securities
Act of 1933, as amended, covering the
Restricted Stock Units and (iii)
restrictions as to the use of a specified
brokerage firm or other agent for such
resales or other transfers. Any sale of
shares of Common Stock issued pursuant to
this Agreement must also comply with other
applicable laws and regulations governing
the sale of such shares.
(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.
(e) Any question concerning the interpretation
of this Agreement or the Plan, any
adjustments required to be made under the
Plan, and any controversy that may arise
under the Plan or this Agreement shall be
determined by the Committee (including any
person(s) to whom the Committee has
delegated its authority) in its sole and
absolute discretion. Such decision by the
Committee shall be final and binding.
13. SIGNATURES By the signatures below, you and the authorized
representative of the Company acknowledge
agreement to this Restricted Stock Unit Award
Agreement as of the Grant Date specified above.
PARTICIPANT: FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Mark S. Frey /s/ Mark. S. Thompson
---------------- -----------------------
Mark S. Thompson
President and CEO
TO ACCEPT YOUR RESTRICTED STOCK UNIT GRANT:
(a) Sign BOTH copies of this Restricted Stock Unit Award Agreement;
(b) Retain one copy of each for your records;
(c) Return one copy of each in the enclosed envelope by WITHIN 30 DAYS OF THE
GRANT DATE.
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