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EXHIBIT 10.27
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
AMENDED AND RESTATED
STOCK OPTION PLAN
1. TITLE OF PLAN
The title of this Plan is the Fairchild Semiconductor International,
Inc. Amended and Restated Stock Option Plan, hereinafter referred to as the
"Plan".
2. PURPOSE
Fairchild Semiconductor International, Inc. established the Fairchild
Semiconductor International, Inc. Stock Option Plan effective as of March
10, 1997. The Plan was amended and restated, effective January 5, 1998.
This amendment and restatement of the Plan is effective as of June 24,
1999.
The Plan is intended to align the interests of eligible key employees
of Fairchild Semiconductor International, Inc. (hereinafter called the
"Corporation") and its subsidiaries (as hereinafter defined) and of the
non-employee directors of the Corporation with the interests of the
stockholders of the Corporation and to provide incentives for such
employees and directors to exert maximum efforts for the success of the
Corporation. By extending to key employees and directors the opportunity to
acquire proprietary interests in the Corporation and to participate in its
success, the Plan may be expected to benefit the Corporation and its
stockholders by making it possible for the Corporation to attract and
retain the best available talent and by rewarding key management and
technical personnel for their part in increasing the value of the
Corporation's shares. It is further intended that options granted pursuant
to this Plan may be incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or may be options
which are not incentive stock options (hereafter called "non-qualified
stock options").
The purpose of the amendments made by this amendment and restatement
of the Plan is (i) to authorize the granting of non-qualified stock options
to non-employee directors of the Corporation and (ii) to increase the
number of shares of the Corporation's Class A Common Stock available under
the Plan from 6,084,000 to 8,507,666.
3. STOCK SUBJECT TO THE PLAN
There will be reserved for issue upon the exercise of options granted
under the Plan 8,507,666 shares of the Corporation's Class A Common Stock,
par value $.01 per share, subject to adjustment as provided in Paragraph 8,
which may be unissued shares, reacquired shares, or shares bought on the
market. Notwithstanding the foregoing, none of the additional 2,423,666
shares of the Corporation's Class A Common Stock made available under the
Plan by this amendment and restatement may be made subject to incentive
stock options. If any option, which shall have been granted, shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares shall again become available for the purposes of the
Plan (unless the Plan shall have been terminated).
4. ADMINISTRATION
The Plan shall be administered by a committee of the Board of
Directors of the Corporation (the "Committee"), consisting of two or more
members of the Board of Directors. The Committee shall be constituted to
permit the Plan to comply with (i) Rule l6b3 promulgated under the
Securities Exchange Act of 1934
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("Exchange Act") and any successor rule and (ii) IRS regulations issued
under Section 162(m) of the Code.
(a) The Committee shall have the plenary power, subject to and within the
limits of the express provisions of the Plan:
(i) To determine from time to time which of the eligible persons shall be
granted options under the Plan; the time or times (during the term of the
option) within which all or portions of each option may be exercised and
the number of shares for which an option or options shall be granted to
each of them.
(ii) To construe and interpret the Plan and options granted under it, and to
establish, amend, and revoke rules and regulations for its administration.
The Committee, in the exercise of this power, shall generally determine all
questions of policy and expediency that may arise, may correct any defect,
or supply any omission or reconcile any inconsistency in the Plan or in any
option agreement in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(iii) To prescribe the terms and provisions of each option granted (which need
not be identical).
(iv) To determine whether options granted shall be incentive stock options or
non-qualified stock options.
(v) To determine whether options granted shall be transferable without
consideration to immediate family members or family trusts for the benefit
of optionee's immediate family members. As used herein, "immediate family"
means parents, spouses and children.
(b) The Committee shall not have the authority to grant new options in exchange
for the cancellation of stock options previously granted under the Plan or
under any other stock option plan of the Corporation.
5. ELIGIBILITY
Options may be granted only to regular salaried officers and key
employees of the Corporation and its subsidiaries and to members of the
Board of Directors of the Corporation who are not also employees of the
Corporation. However, only employees of the Corporation shall be eligible
to receive incentive stock options. The term "subsidiary" corporation shall
mean any corporation in which the Corporation controls, directly or
indirectly, fifty percent (50%) or more of the combined voting power of all
classes of stock.
6. TERMS OF OPTION AND OPTION AGREEMENTS
Each option shall be evidenced by a written Stock Option Agreement
which shall expressly identify the options as incentive stock options or as
non-qualified stock options, and be in such form and contain such
provisions as the Committee shall from time to time deem appropriate;
provided, however, that the grant of a non-qualified option pursuant to
this Plan shall in no way be construed to be an alternative to the right of
an employee to purchase stock pursuant to any incentive stock option
heretofore or hereafter granted to an employee pursuant to any stock option
plans now in existence or hereafter adopted by the Corporation. The terms
of the option agreements need not be identical, but each option agreement
shall include, by appropriate language, or be subject to, the substance of
all of the applicable following provisions:
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(a) The purchase price under each option granted shall be as determined by the
Committee but shall in no instance be less than 100% of fair market value
on the date of grant. The fair market value on the date of grant shall be
determined by the Committee; provided, however, that (i) if the Common
Stock is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System on the date the option is granted, fair
market value shall not be less than the average of the highest bid and
lowest asked prices of the Common Stock on such System on such date or the
last date preceding such date on which a sale was reported, or (ii) if the
Common Stock is admitted to trading on a national securities exchange on
the date the option is granted, fair market value shall not be less than
the last sale price reported for the Common Stock on such exchange on such
date or, if there was no sale on such date, the last date preceding such
date on which a sale was reported.
(b) The maximum term of any incentive stock option shall be ten years from the
date it was granted.
(c) The maximum term of any non-qualified stock option shall be ten years and
one day from the date it was granted.
(d) An option may not be exercised to any extent, either by the person to whom
it was granted or by the grantee's transferee, or by any person after the
grantee's death, unless the person to whom the option was granted has
remained in the continuous employ of the Corporation, or of a subsidiary,
for not less than six months from the date when the option was granted.
Otherwise, each option shall be exercisable as determined by the Committee.
(e) The Corporation, during the terms of options granted under the Plan, at all
times will keep available the number of shares of stock required to satisfy
such options.
(f) The Corporation will seek to obtain from each regulatory commission or
agency having jurisdiction such authority as may be required to issue and
sell shares of stock to satisfy such options. Inability of the Corporation
to obtain from any such regulatory commission or agency authority which
counsel for the Corporation deems necessary for the lawful issuance and
sale of its stock to satisfy such options shall relieve the Corporation
from any liability for failure to issue and sell stock to satisfy such
options pending the time when such authority is obtained or is obtainable.
(g) Neither a person to whom an option is granted nor his or her transferee,
legal representative, heir, legatee, or distributes, shall be deemed to be
the holder of, or to have any of the rights of a holder with respect to,
any shares subject to such option unless and until he or she has exercised
his or her option pursuant to the terms thereof.
(h) No incentive stock option may be transferable except by will or by the laws
of descent or distribution. During the lifetime of the person to whom an
incentive stock option is granted, he or she alone may exercise such
option.
(i) An option shall terminate and may not be exercised if the person to whom it
is granted ceases to be continuously employed by the Corporation, or by a
subsidiary of the Corporation, or to serve as a director of the
Corporation, except (subject nevertheless to the last sentence of this
subparagraph (i)): (1) if the grantee's continuous employment or other
service is terminated for any reason other than (i) retirement, (ii)
permanent disability, or (iii) death, the grantee or the grantee's
transferee may exercise the option to the extent that the grantee was
entitled to exercise such option at the date of such termination at any
time within a period of three (3) months following the date of such
termination, or if the grantee shall die within the period of three (3)
months following the date of such termination without having exercised such
option, the option may be exercised within a period of one year following
the grantee's death by the grantee's transferee or the person or persons to
whom the grantee's rights under the option pass by will or by the laws of
descent or distribution but only to the extent exercisable at the date
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of such termination; (2) if the grantee's continuous employment or other
service is terminated by (i) retirement, (ii) permanent disability, or
(iii) death, the option may be exercised in accordance with its terms and
conditions at any time within a period of five (5) years following the date
of such termination by the grantee or the grantee's transferee, or in the
event of the grantee's death, by the persons to whom the grantee's rights
under the option shall pass by will or by the laws of descent or
distribution; (3) if the grantee's continuous employment is terminated and
within a period of ninety (90) days thereafter the grantee is recalled to
the active payroll, the Committee may reinstate any portion of the option
previously granted but not exercised. Nothing contained in this
subparagraph (i) is intended to extend the stated term of the option and in
no event may an option be exercised by anyone after the expiration of its
stated term. With respect to non-qualified stock options, termination of
employment or service as an employee or director shall not be treated as a
termination of employment or service for purposes of this Section 6(i) if
the grantee continues without interruption to serve thereafter in another
such capacity for the Corporation.
(j) Option agreements evidencing incentive stock options shall contain such
terms and provisions as may be necessary to render them incentive stock
options pursuant to Section 422 of the Code and the income tax regulations
thereunder, as the same or any successor statute or regulations may at the
time be in effect.
(k) Nothing in this Plan or in any option granted hereunder shall confer on any
optionee any right to continue in the employ or other service of the
Corporation or any of its subsidiaries, or to interfere in any way with the
right of the Corporation or any of its subsidiaries to terminate his or her
employment or other service at any time.
7. TIME OF GRANTING OPTION
The Committee shall determine the date on which options are granted
under the Plan. All options granted must be approved at a meeting of the
Committee by a majority of the members of the Committee. If an option
agreement is not executed by an employee and returned to the Corporation on
or prior to ninety (90) days after the date the option agreement is
received by the employee (or such earlier date as the Committee may
specify), such option shall terminate.
8. ADJUSTMENT IN NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of the Corporation
through the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges
of shares, or otherwise, the number of shares available for option, as well
as the shares subject to any option and the option price thereof, shall be
appropriately adjusted by the Committee.
9. PAYMENT OF PURCHASE PRICE AND WITHHOLDING TAXES
(a) The purchase price for all shares purchased pursuant to options exercised
must be either paid in full in cash, or paid in full, with the consent of
the Committee, in Common Stock of the Corporation valued at fair market
value on the date of exercise or a combination of cash and Common Stock.
Fair market value on the date of exercise shall be determined in the same
manner as provided in Section 6(a) hereof.
(b) The Committee may permit the payment of all or part of the applicable
withholding taxes due upon exercise of an option, up to the highest
marginal rates then in effect, by the withholding of shares otherwise
issuable upon exercise of the option. Option shares withheld in payment of
such taxes shall be valued at the fair market value of the Corporation's
Common Stock on the date of exercise as provided in Section 6(a) hereof.
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10. CHANGE IN CONTROL
In the event the Corporation is merged into or acquired by another
entity in a transaction involving a change in control, the Committee shall
have the complete authority and discretion, but not the obligation, to
accelerate the vesting of any outstanding options granted hereunder. The
Committee may also ask the Board of Directors to negotiate, as part of any
agreement involving a sale or merger of the Corporation, a sale of
substantially all the Corporation's assets or similar transaction, terms
providing protection for employees holding options under the Plan.
11. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
(a) The Board may amend, modify, suspend or terminate the Plan for the purpose
of meeting or addressing any changes in legal requirements or for any other
purpose permitted by law. The Board will seek stockholder approval of an
amendment if determined to be required by or advisable under regulations of
the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange on which the Corporation's stock is listed, or
other applicable law or regulation.
(b) The Plan shall continue in effect until all shares available for issuance
under the Plan have been issued. An option may not be granted while the
Plan is suspended or after it is terminated.
(c) The rights and obligations under any options granted while the Plan is in
effect shall not be altered or impaired by amendment, suspension or
termination of the Plan, except with the consent of the person to whom the
option was granted or the grantee's transferee or the person to whom rights
under an option shall have passed by will or by the laws of descent and
distribution.
12. EFFECTIVE DATE
The Plan was originally established effective on March 10, 1997, as a
result of the reorganization of the three Fairchild divisions of National
Semiconductor Corporation (the Discrete, Logic and Memory divisions) and
was approved by the stockholders of the Corporation within twelve (12)
months after said date. The 1998 amendment and restatement of the Plan was
effective January 5, 1998, and applied to any option grant made on or after
that date prior to June 24, 1999. This amendment and restatement of the
Plan is effective as of June 24, 1999, and applies to any option grant made
on after such date.
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To record the adoption of the Plan, Fairchild Semiconductor
International, Inc. has caused its authorized officers to affix its
corporate name and seal this ____ day of August, 1999.
[CORPORATE SEAL] FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
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Attest: ____________________ By:______________________________
Secretary Title: