Exhibit 10.2
FAIRCHILD SEMICONDUCTOR CORPORATION
EMPLOYEE STOCK PURCHASE SAVINGS PLAN
Effective February 26, 1998
FAIRCHILD SEMICONDUCTOR CORPORATION
EMPLOYEE STOCK PURCHASE SAVINGS PLAN
PARTICIPATION IN THIS PLAN DOES NOT OBLIGATE A PARTICIPANT TO PURCHASE ANY
STOCK. THIS PLAN IS INTENDED ONLY TO PROVIDE A CONVENIENT MEANS BY WHICH
ELIGIBLE PERSONS MAY, AT THEIR SOLE OPTION, SET ASIDE FUNDS FOR THE POSSIBLE
FUTURE PURCHASE OF STOCK. THIS PLAN DOES NOT CONSTITUTE, NOR SHOULD IT BE
CONSTRUED AS, AN OFFER TO SELL, OR A SOLICITATION OF OFFERS TO PURCHASE (OR OF
INDICATIONS OF INTEREST WITH RESPECT TO THE POSSIBLE PURCHASE OF) ANY SECURITY.
ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY BY MEANS OF DELIVERY TO PLAN
PARTICIPANTS OF A PROSPECTUS IN COMPLIANCE WITH THE APPLICABLE LAWS AND
REGULATIONS OF THE JURISDICTIONS IN WHICH SUCH PROSPECTUS IS BEING UTILIZED.
THE ESTABLISHMENT OF THIS PLAN DOES NOT OBLIGATE THE COMPANY OR FSC
SEMICONDUCTOR CORPORATION TO EFFECTUATE A PUBLIC OFFERING OF STOCK. THERE CAN
BE NO ASSURANCE AS TO WHEN, WHETHER, OR ON WHAT TERMS ANY SUCH OFFERING WILL
OCCUR.
1. Purpose. The purpose of the Fairchild Semiconductor Corporation Employee
Stock Purchase Savings Plan (the "Plan") is to provide a means for eligible
employees of Fairchild Semiconductor Corporation (the "Company"), a
Delaware corporation, and of entities directly or indirectly controlled by,
controlling or under common control with the Company ("Affiliates") to set
aside a portion of their compensation for use in the purchase of common
stock in an initial public offering by the Company or FSC Semiconductor
Corporation, and, in light of the possibility of such stock ownership, to
provide incentives for such employees to exert maximum efforts toward the
Company's success. By extending an opportunity to acquire such stock, and
to participate in the Company's success, the Plan may be expected to
benefit the Company by facilitating the attraction and retention by it of
qualified employees.
2. Eligibility. Each active employee of the Company, other than an interim
employee, as of the date enrollment forms are due pursuant to paragraph
4(a) is eligible to participate in the Plan. Eligibility of employees of
any Affiliate of the Company shall be determined by such Affiliate.
3. Contributions under the Plan. Each eligible employee may contribute up to
ten percent (10%) of his or her eligible earnings, which shall consist of
such employee's base salary, overtime, lead premiums and shift differential
income received from the Company or any of its Affiliates, but in no event
may any participant's contributions to the Plan exceed $25,000 in any
calendar year. Such contributions shall be made solely by means of payroll
deductions in accordance with elections made by the Plan participant and
reflected in the enrollment documentation referred to in paragraph 4(a), as
thereafter adjusted, suspended, or terminated in accordance with paragraph
4.
4. Enrollment; Withdrawal; Termination; Adjustment of Contribution Levels;
Suspension of Contributions; Currency Conversion; Allocation of Plan
Income.
(a) Eligible employees may enroll in the Plan by submitting to the Plan
administrator the enrollment documentation then being utilized by the
Company. Enrollment may occur effective as of February 26, 1998 by
submission of such documentation not later than February 6, 1998, or
effective as of any subsequent April 1, July 1, October 1 or January
1 by submission of such documentation not less than thirty (30) days
prior to such effective date of enrollment.
(b) Any Plan participant may withdraw from the Plan at any time by
delivery to the Plan administrator of written notice of withdrawal,
and will receive the entire balance of such participant's Plan account
within ten (10) business days thereafter. Re-enrollment in the Plan
will be subject to continuing eligibility to participate in the Plan,
as provided in paragraph 2, and to compliance with the provisions of
paragraph 4(a). Partial withdrawals of Plan account balances may not
be made.
(c) A participant's participation in the Plan shall terminate effective
immediately upon, and the entire balance of such participant's Plan
account will be delivered to the participant within ten (10) business
days after, receipt of notice by the Plan administrator of the
termination of the participant's status as an employee of the Company
or any of its Affiliates. If a Plan participant continues to be an
employee of the Company or any of its Affiliates but ceases to be an
active employee (such as in connection with a leave of absence), the
participant's contributions to the Plan will be suspended for the
duration of such ineligibility, but the participant's accrued Plan
account may, at the option of such participant, remain in the Plan,
and may be utilized as provided in paragraph 5 hereof.
(d) A Plan participant may prospectively adjust his or her level of
contribution, within the limitations set forth in paragraph 3 above,
by submitting to the Plan administrator the participation adjustment
documentation then being utilized by the Company. Provided that such
documentation is submitted at least thirty (30) days prior thereto,
such adjustment shall take effect as of the next enrollment date under
paragraph 4(a).
(e) Notwithstanding the provisions of paragraph 4(d), a Plan participant
may prospectively suspend his or her contributions to the Plan by
submitting to the Plan administrator the suspension documentation then
being utilized by the Company, which suspension shall take effect as
of the next pay period that begins following such submittal. Any
recommencement of Plan contributions by such participant shall be made
in accordance with paragraph 4(d).
(f) The contributions of Plan participants who are compensated in
currencies other than U.S. dollars shall be converted into U.S.
dollars at the time of each payroll deduction. The conversion rates
shall be established by the Company on the first
2
day of each fiscal month of the Company, and will be equal to the
Company Rate as defined in and calculated in accordance with the
Company's Corporate Financial Policies as modified from time to time.
Such conversion rate shall remain in effect throughout the succeeding
fiscal month. Any amounts withdrawn from the Plan by such a
participant or returned to such participants upon termination of the
Plan or the termination of such participant's eligibility shall be
converted from U.S. dollars into the currency in which such
participant is compensated at the conversion rate in effect under this
paragraph 4(f) on the effective date of such withdrawal or of the
termination of the Plan or such participant's eligibility, as the case
may be.
PLAN PARTICIPANTS WHO ARE COMPENSATED IN CURRENCIES OTHER THAN U.S.
DOLLARS WILL BE SUBJECT TO THE RISK OF EXCHANGE RATE FLUCTUATIONS,
WHEREBY ANY APPRECIATION OF THE CURRENCY IN WHICH THEY ARE COMPENSATED
RELATIVE TO THE U.S. DOLLAR, WOULD RESULT IN A DECLINE IN THE VALUE OF
THEIR PLAN BALANCES (MEASURED IN TERMS OF THE CURRENCY IN WHICH THEY
ARE COMPENSATED), WHICH DECLINE COULD BE SUBSTANTIAL.
(g) Income generated with respect to amounts held under the Plan will be
allocated to Plan participants pro rata at the end of each calendar
quarter and upon termination of the Plan, and will be automatically
reinvested, in the same manner in which Plan contributions are
invested, for the benefit of such Plan participants without further
action by Plan participants. Plan participants who withdraw from the
Plan, or whose participation in the Plan terminates pursuant to
paragraph 4(c), prior to the end of a calendar quarter will not be
entitled to receive any income generated in respect of Plan account
balances with respect to that calendar quarter.
5. Purchase of Stock. In the event of an initial public offering of the
common stock of the Company or FSC Semiconductor Corporation, a Delaware
corporation, pursuant to a registration statement filed with the Securities
and Exchange Commission (the "SEC") (excluding any offering under Form S-8,
Form S-4 or any successor form), the Company will endeavor to make
available for purchase in such public offering by persons then
participating in the Plan not less than $5.0 million of such common stock
(calculated on the basis of the offering price to the public of such
stock), at a price per share (payable in U.S. dollars) equal to or less
than the price at which such stock is being offered to the public
generally. Each Plan participant shall be entitled, in his or her sole and
absolute discretion, not to purchase any of such stock, or to utilize all
or any portion of the balance of the participant's Plan account to purchase
such stock; provided, however, that in the event that the aggregate
proposed stock purchases by Plan participants exceed the amount of such
stock that has been made available hereunder for such purchases, such stock
will be apportioned among those electing to purchase stock pro rata to
reflect the relative stock purchase elections of such electing
participants. An election to purchase such stock may be made by submitting
to the Plan administrator, in accordance with delivery instructions to be
provided by the Company to participants, documentation evidencing
3
such election to be provided to participants in connection with such
offering together with (or following delivery to participants of) a
prospectus pertaining to such offering. Fractional shares may not be
purchased under the Plan.
6. Account Maintenance; Plan Administration.
(a) The Plan shall be administered by the Company or one or more third
party administrators designated by the Company from time to time. The
initial administrator of the Plan shall be AST Stock Plan, Inc.
(b) The Plan account balances will be held in trust for the benefit of
Plan participants, and, at the direction of the Company, such funds
will be invested under the name of such trust in one or more money
market mutual funds whose shares have been registered with the SEC,
and such amounts will be segregated from the Company's assets and will
at all times be assets of the Plan participants. Fleet Bank of Maine
will serve as the initial trustee of such trust, and successor
trustees may be appointed by the President of the Company. Before any
eligible employee commences participation in the Plan, such employee
will be furnished with a copy of the prospectus relating to any such
mutual fund together with all other materials required to be delivered
pursuant to the regulations of the SEC, and any annual reports and
other materials required by SEC regulations to be furnished to
shareholders of any such mutual fund will be timely provided to each
Plan participant on an ongoing basis.
(c) The Plan administrator will be furnished such information by the
Company as the administrator may deem necessary or desirable in order
to enable the administrator to establish and maintain accurate records
of each Plan participant's account balance on a continuous basis, and
the administrator will provide each Plan participant with a quarterly
statement of such participant's Plan account activity during the
preceding quarter, including his or her beginning and ending Plan
account balances and income received on account thereof during such
quarterly period.
(d) The Plan administrator will make any tax withholdings required under
the Internal Revenue Code of 1986, as amended (the "Code") with
respect to taxable income generated on the Plan participants' account
balances, and will timely provide Plan participants with all necessary
reporting required under the Code with respect to such income. Plan
participants shall be solely responsible for the payment of any taxes
with respect to such income.
(e) Other than as set forth in the last sentence of paragraph 6(d), all
expenses of the Plan (including without limitation the fees of the
Plan administrator) shall be borne solely by the Company.
4
7. Term; Termination. The Plan shall commence as of February 26, 1998, and
shall terminate upon the closing of the initial public offering of common
stock of the Company or FSC Semiconductor Corporation described in
paragraph 5, unless earlier terminated by action of the Board of Directors
of the Company. Any remaining account balances of the Plan participants
(including any income generated with respect to participants' account
balances subsequent to the end of the most recent calendar quarter, which
shall not be available for stock purchases under paragraph 5 hereof) shall
be returned to them within ten (10) business days following the effective
date of the termination of the Plan.
8. Amendment; Suspension. This Plan may be amended or suspended at any time
or from time to time by the Board of Directors of the Company; provided,
however, that no such amendment or suspension may adversely affect any
participant's entitlement to his or her existing Plan account balance.
9. Miscellaneous.
(a) The rights of any Plan participant under the Plan are not assignable
or transferable. Any right to purchase stock under paragraph 5 may be
exercised only by a Plan participant.
(b) Participation in the Plan will not impose any obligation upon the
Company or any of its Affiliates to continue the employment of any
Plan participant for any specific period of time and will not affect
the right of the Company or its Affiliates to terminate such person's
employment at any time, with or without cause.
(c) This document, as it may be amended in accordance with paragraph 8
hereof, constitutes the entire Plan, and supersedes any and all prior
oral or written expressions with respect to the subject matter hereof,
and may not be amended or modified other than as provided in paragraph
8.
5