Employee Stock Purchase Plan



 Exhibit 10.2 
 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 
 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 
  

	1.	TITLE OF PLAN 

 The title of this plan is the Fairchild
Semiconductor International, Inc. Amended and Restated Employee Stock Purchase Plan, hereinafter referred to as the “Plan.” 
  

	2.	PURPOSE 

 The Plan is intended to encourage ownership of
Common Stock of the Corporation by all Eligible Employees and to provide incentives for them to exert maximum efforts for the success of the Corporation. By extending to Eligible Employees 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 shareholders by making it possible for the Corporation to attract and retain qualified employees. The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986 (the “Code”). 
  

	3.	DEFINITIONS 

 As used in this Plan: 
  

	 	(a)	“Base Compensation” means the basic or regular salary, plus all overtime, lead premiums and shift differential income received from the Corporation and/or Subsidiaries.


  

	 	(b)	“Board” means the Board of Directors of the Corporation. 

  

	 	(c)	“Committee” means the Compensation Committee of the Board. 

  

	 	(d)	“Common Stock” means the Common Stock, $.01 par value per share, of the Corporation. 

  

	 	(e)	“Corporation” means Fairchild Semiconductor International, Inc. 

  

	 	(f)	“Eligible Employee” means an Employee eligible to participate in the Plan under the terms of Section 6. 

  

	 	(g)	“Employee” means an employee of the Corporation or a Subsidiary, provided that an interim or temporary employee shall not be considered an Employee unless he or she has
performed two years of service with the Corporation or a Subsidiary. An individual who has been classified by the Corporation or a Subsidiary as an independent contractor shall not qualify as an “Employee” for purposes of the Plan, unless
a court or governmental agency determines that the individual is an “Employee” for purposes of Treas. Reg. § 1.421-1(h). 

  

	 	(h)	“Participant” means an Eligible Employee that elects to participate in the Plan, as described in Section 6. 









	 	(i)	“Participation Period” means a period during which contributions may be made toward the purchase of Common Stock under the Plan, as determined pursuant to Section 6.


  

	 	(j)	“Plan Administrator” means the Committee and the individual or individuals appointed by the Committee under Section 5(a). 

  

	 	(k)	“Subsidiary” means 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 and which has been designated by the Board as a corporation whose employees may participate in this Plan. 

  

	4.	STOCK SUBJECT TO THE PLAN 

 Subject to adjustment from time
to time as provided in Section 8, the total number of shares of Common Stock which may be issued under the Plan is 8,000,000, which may be unissued shares, treasury shares or shares bought on the market. 
  

	5.	ADMINISTRATION 

  

	 	(a)	The Plan shall be administered by the Committee. The Committee may delegate administrative matters relating to the Plan (for the avoidance of doubt, including its authority under
Section 5(b)(i) of this Plan, but excluding its authority under Section 5(b)(ii) of this Plan), to such of the Corporation’s officers or employees as the Compensation Committee so determines. 

  

	 	(b)	The Plan Administrator shall have the plenary power, subject to and within the limits of the express provisions of the Plan: 

  

	 	(i)	to construe and interpret the Plan and to establish, amend, and revoke rules and regulations for its administration. The Plan Administrator, in the exercise of this power, shall
generally determine all questions of policy and expediency that may arise, and shall correct any defect, supply any omission, reconcile any inconsistency and interpret or resolve any ambiguity in the Plan or in any instrument associated with the
Plan in a manner and to the extent it shall deem necessary or appropriate to operation of the Plan; and 

  

	 	(ii)	to the extent not provided in this Plan, to establish the terms under which Common Stock may be purchased, including but not limited to: the purchase price of Common Stock, the
commencement date of a Participation Period, the duration of a Participation Period, the number of Participation Periods per year, the minimum and maximum amount of contributions allowable per Participant in a Participation Period, and the number of
shares purchasable in a Participation Period. 

  

	 	(c)	 The Plan Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local




  

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laws and procedures. Without limiting the generality of the foregoing, the Plan Administrator is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures and handling of stock certificates which vary with local
requirements; however, if such varying provisions are not in accordance with the provisions of Section 423(b) of the Code, including but not limited to the requirement of Section 423(b)(5) of the Code that all options granted under the
Plan shall have the same rights and privileges unless otherwise provided under the Code and the regulations promulgated thereunder, then the individuals affected by such varying provisions shall be deemed to be participating under a sub-plan and not
in the Plan. 


  

	 	(d)	The Plan Administrator may adopt sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the
Code and shall be deemed to be outside the scope of Section 423 of the Code unless the terms of the sub-plan provide to the contrary. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of
Section 4, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. The Plan Administrator shall not be required to obtain the approval of stockholders prior to the
adoption, amendment or termination of any sub-plan unless required by the laws of the foreign jurisdiction in which Eligible Employees participating in the sub-plan are located. 

  

	6.	ELIGIBILITY AND PARTICIPATION 

 The persons eligible to
participate in the Plan (Eligible Employees) shall consist of all Employees of the Corporation and/or a Subsidiary who are eighteen (18) years of age or older. An Employee shall not be eligible to participate in the Plan for any period of time
during which he is employed by the Corporation or a Subsidiary outside the United States if he is not paid from the Corporation or Subsidiary’s United States Payroll during such period. 
 Unless and until the Plan Administrator determines otherwise, there will be four (4) Participation Periods each calendar year, and they will
coincide with the four quarters of the calendar year. In order to participate in the Plan for a particular Participation Period, an Eligible Employee must complete the required enrollment forms and file such forms with the Plan Administrator or its
designee no later than the due date prescribed by the Plan Administrator. The enrollment forms will include a payroll deduction authorization directing the Corporation to make payroll deductions from the Participant’s Base Compensation,
designated in whole percentages, at a rate not to exceed ten percent (10%) of such Base Compensation per pay period (unless and until the Plan Administrator determines otherwise), for purposes of acquiring Common Stock under the Plan. Unless
the Plan Administrator provides otherwise, a Participant’s deduction authorization will continue in effect from Participation Period to Participation Period, unless the Participant ceases participation in the Plan or elects a different rate by
filing the appropriate form with the Plan Administrator on the due date designated by the Plan Administrator prior to the first day of the Participation Period for which the new rate is to become effective. Payroll deductions, however, will
automatically cease upon termination of the Participant’s right to purchase Common Stock under this Plan. 
  

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 At the close of each Participation Period, each Participant in the Plan will receive a report indicating:

  

	 	(a)	the amount of the Participant’s contributions to the Plan during such Participation Period, 

  

	 	(b)	the amount of the contributions applied to the purchase of Common Stock for such Participation Period, and 

  

	 	(c)	the purchase price per share in effect for such Participation Period. 

 Each Participant will also receive an annual statement after the end of each calendar year which consolidates such information for the Participation Periods occurring within that year. 
  

	7.	TERMS AND CONDITIONS 

 An Eligible Employee who
participates in this Plan for a particular Participation Period will have the right to acquire Common Stock upon the terms and conditions set forth in this Plan, and must enter into an agreement (which may be the payroll deduction authorization)
with the Corporation setting forth such terms and conditions and such other provisions, not inconsistent with the Plan, as the Plan Administrator may deem advisable. 
  

	 	(a)	PURCHASE PRICE. Unless and until the Plan Administrator determines otherwise, the purchase price per share for a Participation Period will be the LESSER of (i) eighty-five
percent (85%) of the fair market value of the Common Stock on the date the Participation Period commences or (ii) eighty-five percent (85%) of the fair market value of the Common Stock on the last day of the Participation Period.


 The fair market value of a share of Common Stock on any relevant date shall be the closing price of the Common Stock on the
New York Stock Exchange on the date in question (or if there shall be no trading on such date, then on the first previous date on which there is trading). 
  

	 	(b)	NUMBER OF SHARES. The number of shares purchasable per Participant per Participation Period will be the number of shares obtained by dividing the amount collected from the
Participant through payroll deductions during that Participation Period by the purchase price in effect for such Participation Period. Subject to Section 7(k), unless and until the Plan Administrator determines otherwise, the maximum number of
shares that may be purchased by an Eligible Employee with respect to a Participation Period is 5,000 shares. 

  

	 	(c)	 PAYROLL DEDUCTIONS. The amounts collected from a Participant through payroll deductions will be credited to the Participant’s individual account maintained on
the Corporation’s books, but no separate account will actually be 



  

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established to hold such amounts. Interest will not be credited or paid on any amounts held for, credited or recorded, refunded or otherwise paid over to,
for or on behalf of a Participant. The amounts collected from each Participant may be commingled with the general assets of the Corporation and may be used for any corporate purpose. 


  

	 	(d)	TERMINATION OF PURCHASE RIGHTS. A Participant may, through notification to the Plan Administrator or its designee by the due date specified by the Plan Administrator prior to the
close of the Participation Period, terminate his or her outstanding purchase right and receive a refund of the amounts deducted from his or her earnings under the terminated right. The Participant will not be eligible to rejoin the Participation
Period following the termination of the purchase right and will have to re-enroll in the Plan in accordance with the requirements outlined in Section 6 should he or she wish to resume participation in a subsequent Participation Period.


  

	 	(e)	TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee for any reason during a Participation Period, his or her outstanding purchase right will immediately terminate
and all sums previously collected from the Participant under the terminated right will be refunded. 

  

	 	(f)	EXERCISE. Each outstanding purchase right will be exercised automatically as of the last day of the Participation Period. The exercise of the purchase right is to be effected by
applying the amount credited to each Participant’s account on the last day of the Participation Period to the purchase of shares of Common Stock at the purchase price in effect for the Participation Period. No purchase rights granted under the
Plan may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is believed by the Plan Administrator
to be in material compliance with all applicable federal, state, foreign, and other securities and other laws applicable to the Plan. If, on the purchase date during any Participation Period hereunder the shares of Common Stock are not so registered
or the Plan is not in such compliance, no purchase rights granted under the Plan or any Participation Period shall be exercisable on such purchase date. If, on the purchase date under any Participation Period hereunder, the shares of Common Stock
are not registered and the Plan is not in such compliance, purchase rights granted under the Plan which are not in compliance shall not be exercisable and all payroll deductions and/or other contributions accumulated during the Participation Period
shall be refunded to the Participants, unless the Plan Administrator determines to extend the Participation Period. The provisions of this Section 7(f) shall comply with the requirements of Section 423(b)(5) of the Code to the extent
applicable. 

  

	 	(g)	 PRORATION OF PURCHASE RIGHT. Should the total number of shares of Common Stock for which the outstanding purchase rights are to be exercised on any particular date
exceed the number of shares then available for issuance under the Plan, the available shares will be allocated pro-rata on a uniform and 



  

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non-discriminatory basis, and any amounts credited to the accounts of Participants will, to the extent not applied to the purchase of Common Stock, be
promptly refunded. 


  

	 	(h)	RIGHTS AS STOCKHOLDER. A Participant will have no rights as a stockholder with respect to shares subject to any purchase right held by such individual under the Plan until that
right is exercised and Common Stock is credited to the Participant’s account. No adjustments will be made for any dividends or distributions for which the record date is prior to such date. 

  

	 	(i)	RECEIPT OF STOCK. As soon as practicable after the end of the Participation Period, the Participant will be entitled to receive either a stock certificate for the number of
purchased shares or confirmation from a broker designated by the Corporation that the Participant’s account at the broker has been credited with the number of purchased shares. 

  

	 	(j)	ASSIGNABILITY. No purchase right granted to a Participant will be assignable or transferable and a purchase right will be exercisable only by the Participant.


  

	 	(k)	LIMITATIONS. Payroll deductions for purchase rights during a calendar year shall cease when such deductions for a Participant exceed $25,000 (or such other maximum as may be
prescribed from time to time by the Code) in accordance with the provisions of Section 423(b)(8) of the Code. No Participant shall be granted a right to purchase Common Stock under this plan: 

  

	 	(i)	if such Participant, immediately after his or her election to purchase the Common Stock, would own stock possessing more than five percent of the total combined voting power or
value of all classes of stock of the Corporation or its parent or subsidiary, computed in accordance with Section 423(b)(3) of the Code; or 

  

	 	(ii)	if under the terms of the Plan the rights of the Participant to purchase stock under this and all other qualified employee stock purchase plans of the Corporation would accrue at a
rate which exceeds $25,000 of fair market value of the Common Stock (determined at the time such right is granted) for each calendar year for which such right is outstanding at any time. 

  

	 	(l)	NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Plan or in any purchase right under the Plan shall confer on any Employee any right to continue in the employment 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 at any time. 

  

	8.	ADJUSTMENT IN NUMBER OF SHARES AND IN PURCHASE 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 Board
shall make appropriate adjustments 

  

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in the number of shares available for purchase under the Plan, as well as the shares subject to purchase rights and purchase price thereof, and shall take
any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances, and its determination shall be final, binding and conclusive. 
  

	9.	AMENDMENT OF THE PLAN. 

 The Board at any time, and from
time to time, may amend the Plan, provided, that no amendment will be made without shareholder approval, where such approval is required under Section 423 of the Code or other applicable laws or regulations, including the rules and regulations
of any applicable securities exchange. 
 The rights and obligations with respect to purchase rights at any time outstanding under the Plan
may not be altered or impaired by any amendment of the Plan, except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to comply with any laws or regulations, or (iii) as necessary to
ensure that the Plan and/or purchase rights granted under the Plan comply with the requirements of Section 423 of the Code. 
  

	10.	TERMINATION OR SUSPENSION OF PLAN 

 The Board may at any
time suspend or terminate the Plan, but no such action may adversely affect the Participants’ rights and obligations with respect to purchase rights which are at the time outstanding under the Plan, except (i) with the consent of the
person to whom such purchase rights were granted, (ii) as necessary to comply with any laws or regulations, or (iii) as necessary to ensure that the Plan and/or purchase rights granted under the Plan comply with the requirements of
Section 423 of the Code. No Participation Period may commence while the Plan is suspended or after it is terminated. 
  

	11.	GOVERNING LAW 

 To the extent not preempted by federal law,
the Plan shall be governed by and construed in accordance with the laws of the State of Maine. 
  

	12.	EFFECTIVE DATE 

 The Plan originally became effective on
January 1, 2000, subject to approval of the Corporation’s shareholders in accordance with Section 423 of the Code. The first amendment and restatement of the Plan shall become effective upon its adoption by the Board, subject to
approval of the Corporation’s shareholders in accordance with Section 423 of the Code. 
  

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