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                                                                    Exhibit 10.1


                       NATIONAL SEMICONDUCTOR CORPORATION
                        1997 EMPLOYEES STOCK OPTION PLAN
                       (as amended through April 18, 2001)



1.       TITLE OF PLAN

         The title of this Plan is the National Semiconductor Corporation 1997
Employees Stock Option Plan, hereinafter referred to as the "Plan".

2.       PURPOSE

         The Plan is intended to align the interests of eligible employees of
National Semiconductor Corporation (hereinafter called the "Corporation") and
its subsidiaries (as hereinafter defined) with the interests of the stockholders
of the Corporation and to provide incentives for such employees 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 stockholders by making it possible for the Corporation to attract and
retain the best available talent and by rewarding key personnel for their part
in increasing the value of the Corporation's shares. It is further intended that
options granted pursuant to this Plan shall only be options which are not
incentive stock options, as that term is defined in Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"). Such options which may be granted
under this Plan shall be referred to herein as non-qualified stock options.

3.       STOCK SUBJECT TO THE PLAN

         There will be reserved for issue upon the exercise of options granted
under the Plan 70,000,000 shares of the Corporation's $.50 par value Common
Stock, subject to adjustment as provided in Paragraph 8, which may be unissued
shares, reacquired shares, or shares bought on the market. 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

         (a) The Plan shall be administered by a committee of the Board of
Directors of the Corporation (the "Committee") which shall be appointed by a
majority of the whole Board. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3 promulgated under the Securities Exchange Act of
1934 ("Exchange Act") and any successor rule.

         (b) The Committee shall have the plenary power, subject to and

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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. Notwithstanding the foregoing, no person may be granted more than
500,000 options during any one fiscal year of the Corporation.

                (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
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.

         (c) The Committee may 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, and the purchase price of such new
options shall be as determined by the Committee (and such purchase price may be
lower than the purchase price of the cancelled options).

5.       ELIGIBILITY

         Options may be granted only to regular salaried employees of the
Corporation and its subsidiaries who are not executive officers of the
Corporation. 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, and the term
"executive officer" means any officer of the corporation subject to the
reporting requirements of Section 16 of the Exchange Act. Directors of the
Corporation shall not be eligible to be granted options under the Plan.


6.       TERMS OF OPTION AND OPTION AGREEMENTS

         Each option shall be evidenced by a written Stock Option Agreement
which shall be in such form and contain such provisions as the Committee shall
from time to time deem appropriate; provided, however, that the grant of an
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 other stock option
heretofore or hereafter granted to an employee pursuant to any stock option
plans now in existence or hereafter

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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:

         (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 the
opening price of the Common Stock on the New York Stock Exchange on such date
(or if there shall be no trading on such date, then on the first previous date
on which there is such trading).

         (b) The maximum term of any stock option shall be ten years and one day
from the date it was granted.

         (c) 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.

         (d) 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.

         (e) 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.

         (f) Neither a person to whom an option is granted nor his or her
transferee, legal representative, heir, legatee, or distributee, 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.

         (g) 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, except (subject nevertheless to the last
sentence of this subparagraph (g)): (1) if the grantee's continuous employment
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

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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 of such termination; (2) if the grantee's continuous
employment 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 (g) 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.

         (h) Nothing in this Plan or in any option granted hereunder shall
confer on any optionee any right to continue in the employ 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.

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 is granted (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 that has been held by the
optionee for at least six (6) months 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 is the opening price of the Common Stock on the New York Stock
Exchange on such date, or if there shall be no trading on such date, then on the
first previous date on which there was such trading.

         (b) The Committee may permit the payment of all or part of the

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applicable required withholding taxes due upon exercise of an option 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 defined
herein.

10.      CHANGE IN CONTROL

         In the event of a Change-of-Control (as defined in the attached Exhibit
A) of the Corporation, any options granted hereunder which are outstanding as of
the date such change-of-control is determined to have occurred, and which are
not then exercisable and vested, shall become fully exercisable and vested to
the full extent of the original grant.

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, 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 to whom rights under an option
shall have passed by will or by the laws of descent and distribution.

12.      EFFECTIVE DATE

         The Plan shall become effective on April 18, 1997.


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                                    EXHIBIT A

A "change of control" means:

         (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (x) the then outstanding shares of common
stock of the Corporation (the "Outstanding Corporation Common Stock") or (y) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not be deemed
to result in a change of control: (i)any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation or (iv) any
acquisition by any corporation pursuant to a transaction that complies with
clauses (i), (ii) and (iii) of subsection (c) below; or

         (b) individuals who, as of the date hereof, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board; or

         (c) the approval by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation or the acquisition of assets
of another corporation ("Business Combination") or, if consummation of such
Business Combination is subject, at the time of such approval by shareholders,
to the consent of any government or governmental agency, the obtaining of such
consent (either explicitly or implicitly by consummation) unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more

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subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Corporation
or any corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

         (d) approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.


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