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EXHIBIT 10.30
FAIRCHILD REVOCABLE SAVINGS PLAN TRUST
THIS DECLARATION OF TRUST, made this 20th day of February, 1998, having
FLEET BANK OF MAINE, a corporation organized under the laws of the State of
Maine and having its principal office in Portland, Maine, as trustee
(hereinafter referred to as the "Trustee");
W I T N E S S E T H, T H A T :
WHEREAS, FSC Semiconductor Corporation, of South Portland, Maine, desires
to provide a means for eligible employees of FSC Semiconductor Corporation (or
of a direct or indirect subsidiary thereof) to save and to accumulate funds to
enable such an employee, at the employee's discretion and in accordance with the
Fairchild Semiconductor Corporation Employee Stock Purchase Savings Plan, as
amended from time to time (the "Plan"), to participate in any initial public
offering of the stock of said FSC Semiconductor Corporation or Fairchild
Semiconductor Corporation; and
WHEREAS, no employee is obligated to participate in any such initial public
offering and, accordingly, as more fully provided in the Plan, at any time an
eligible employee may add (exclusively through payroll deduction) property to or
withdraw all such employee's property from this trust;
NOW, THEREFORE, Fleet Bank of Maine, as Trustee, and its successors in
office, will hold, administer and dispose of all property that is transferred to
this trust from time to time by such employees in a trust, to be known as the
"Fairchild Revocable Savings Plan Trust", as follows:
ARTICLE I
Disposition of Trust Funds
A. During the continuance of this trust, the Trustee may receive property
from employees of FSC Semiconductor Corporation (or any direct or indirect
subsidiary thereof) from payroll deduction and in accordance with the Plan. The
property so transferred by an employee to the Trust shall be held in a separate
trust for the benefit of such employee, with each such employee's separate trust
to be known by the name of such employee followed by the word "Trust".
B. While an employee's separate trust continues, the Trustee shall
accumulate the net income of such separate trust and annually shall add it to
trust principal; provided, however, that if a licensed physician certifies in
writing to the Trustee that the employee in respect of whom such separate trust
is established is incapacitated, the Trustee shall continue to accumulate the
net income of such trust unless otherwise directed in writing by such employee's
legal representative.
ARTICLE II
Termination
A separate employee's trust hereunder shall terminate upon the earlier to
occur of (1) termination of such employee's eligibility to participate in the
Plan, (2) such employee's withdrawal from the participation in the Plan, (3) an
initial public offering of the stock of said FSC Semiconductor Corporation or of
said Fairchild Semiconductor Corporation, as defined in paragraph 5 of the Plan,
or other termination of the Plan in accordance with its terms. Upon termination
of a separate trust established hereunder, the Trustee shall distribute all of
the then remaining assets of such separate trust to the employee in respect of
whom such trust was established or to such employee's agent (designated by such
employee in writing). If, however, an employee's separate trust terminates as a
result of such employee's death, then the Trustee shall distribute all of the
then remaining assets of such trust to the personal representative of such
employee's estate to be disposed of as a part of that estate.
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ARTICLE III
Trustees
A. The Trustee may resign at any time by providing thirty (30) days
written notice to FSC Semiconductor Corporation. If a vacancy occurs in the
office of Trustee hereunder, the person or persons, bank or trust company
appointed in a written instrument executed by the President of FSC Semiconductor
Corporation, or of its then successor in interest, shall become a Trustee or
Trustees hereunder.
B. No Trustee serving hereunder shall be required to furnish any bond or,
if bond is required by law, no surety on such bond shall be required. The
Trustee is excused from filing any inventory with, and accounting to, any court.
C. During the continuance of this trust, the Trustee shall be paid such
reasonable compensation as shall from time to time be agreed upon by FSC
Semiconductor Corporation and the Trustee. FSC Semiconductor Corporation shall
pay such compensation and all reasonable costs, charges, and expenses incurred
by the Trustee in connection with the administration of this trust, including
counsel, investment and administrative fees. If not so paid by FSC Semiconductor
Corporation, the same shall be paid from this trust.
D. The Trustee shall be fully protected in acting upon any written
instruction, instrument, certificate or other document believed by the Trustee
to be genuine and to be signed or presented by the proper person or persons, and
the Trustee shall be under no duty to make any investigation or inquiry as to
any statement contained in any such writing, but may accept the same as
conclusive evidence of the truth and accuracy contained therein.
E. The Trustee shall not be liable hereunder for any loss or diminution
of this trust resulting from any reasonable action taken or refrained from being
taken in accordance with the fiduciary obligations imposed on trustees by
applicable law.
F. The Trustee is entitled to indemnification, to the extent permitted by
law, and to be held harmless from and against any and all claims or liabilities,
losses, costs or expenses (including, without limitation, reasonable attorneys'
fees and expenses) of whatever kind that may be asserted against or incurred by
the Trustee by reason of its taking or refraining from taking any action
hereunder, except to the extent due to the Trustee's gross negligence or willful
misconduct.
ARTICLE IV
Administrative Powers
A. In extension of and not in limitation of the powers given trustees by
applicable law and the other provisions of this instrument, the Trustee shall
have the following powers with respect to the trust and its property, in each
case to be exercised from time to time in the sole discretion of the Trustee and
without authorization or license of any court of probate or any other authority
whatsoever and without giving bond therefor:
1. To invest the assets of this trust wholly in cash or cash
equivalents (including without limitation the Galaxy Government Money Market
Fund or other similar fund irrespective of such fund's affiliation with the
Trustee) without regard to further diversification of the trust assets, and
notwithstanding the fact that any or all of the investments made or retained are
of a character or size which but for this express authority would not be
considered proper for fiduciaries.
2. To employee and compensate agents, including, without limitation,
administrators, attorneys, investment advisors, custodians, brokers and
accountants, each of whose compensation shall be determined and paid
independently of any compensation paid to the Trustee or to any other such agent
and each of whom may be employed regardless of any connection between any such
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agent and the Trustee, and to delegate to such agents or any of them, or to
another Trustee, if any, temporarily or permanently, such discretionary powers
of such time as the Trustee may consider advisable; provided, however, that
nothing in this Subsection shall be construed to permit any Trustee to delegate
to any other person all of his, her or its powers and duties.
3. To receive, pursuant to the Plan, from employees of said FSC
Semiconductor Corporation (or a direct or indirect subsidiary thereof) during
the continuance of this trust additions to it exclusively through payroll
deduction in accordance with the provisions of the Plan; and to hold and
administer the same under the provisions hereof.
4. To mingle the trust property of the separate trusts administered
under this instrument, allotting to each separate trust an undivided interest in
the mingled funds that shall always be equal to that trust's proportionate
contribution (as adjusted from time to time as a result of accumulations of
income, payments of principal and additions to principal) to the mingled funds.
ARTICLE V
Governing Law
The trust established under this instrument is a Maine trust, made in that
State, and is to be governed, construed, and administered according to its laws
and shall continue to be so governed, construed and administered even though
administered elsewhere within the United States or abroad.
IN WITNESS WHEREOF, said FLEET BANK OF MAINE, in acceptance of the terms of
this trust and the office of Trustee hereunder, has caused this instrument to be
signed in its corporate name and sealed with its corporate seal by its officer
thereunto duly authorized, all the day and year first above written.
FLEET BANK OF MAINE, Trustee
/s/ Andrea Lutz By: /s/ David J. Parker
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Witness