Exhibit 10.04
On February 10, 2006, we granted Restricted Stock Units pursuant to our form of
Restricted Stock Unit Agreement included below, to the named executive officers
and in the amounts set forth below:
Izak Bencuya ....................................... 4,400
Thomas A. Beaver ................................... 4,400
Laurenz Schmidt .................................... 3,200
Robert J. Conrad ................................... 3,600
[FAIRCHILD SEMICONDUCTOR LOGO]
FAIRCHILD SEMICONDUCTOR STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
PARTICIPANT: ________ EMPLOYEE ID: ________ GLOBAL ID: _________
GRANT DATE:
NUMBER OF RESTRICTED STOCK UNITS GRANTED: ____________ 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"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the award of the number of restricted stock units
("Restricted Stock Units") specified above. 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 Except as otherwise provided in Paragraph 7 of
EMPLOYMENT 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
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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
UNITS RESTRICTED by the delivery of one share of Common Stock
STOCK AND ISSUANCE OF (subject to adjustment under Section 3(c) of the
SHARES 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.
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
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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 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.
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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.
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.
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PARTICIPANT: FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
_________________ /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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