<PAGE>
                                                                    Exhibit 10.3



                    EXECUTIVE COMMITTEE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE COMMITTEE EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered
into as of April 1, 2003 between John M. Watkins, Jr. (the "EXECUTIVE") and
Fairchild Semiconductor Corporation, a Delaware corporation (the "COMPANY").

     For ease of reference, this Agreement is divided into the following parts,
which begin on the pages indicated:

<TABLE>
<S>                        <C>
PART 1--                   TERM, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING EMPLOYMENT
                           (Sections 1-4, beginning on page 2)

                              o        Salary
                              o        EFIP Bonus

PART 2--                   COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE TERMINATION
                           (Sections 5-6, beginning on page 3)

                              o        Termination

PART 3--                   COMPENSATION AND BENEFITS IN CASE OF A CHANGE IN CONTROL
                           (Section 7, beginning on page 4

                              o        Change in Control

PART 4--                   TRADE SECRETS, INTELLECTUAL PROPERTY, NON-COMPETITION, REMEDIES, SEVERABILITY, SUCCESSORS, MISCELLANEOUS
                           PROVISIONS, SIGNATURE PAGE
                           (Sections 8-14, beginning on page 6)

                              o        Non-Compete
                              o        Confidentiality
                              o        Forfeiture in Case of Certain Events
</TABLE>
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                                      TERMS

     For good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the Company and the Executive, intending to be legally
bound, agree as follows:


PART 1 TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING
       EMPLOYMENT

SECTION 1. TERM OF EMPLOYMENT

(a)  Term. Unless sooner terminated as provided in this Agreement, the term of
     this Agreement will begin on the effective date of this Agreement and will
     end on the second anniversary thereof (the "INITIAL Term"). The term of
     this Agreement will be automatically extended for one or more successive
     one-year periods (each a "RENEWAL TERM") unless the Company or the
     Executive gives the other written notice of non-renewal at least 30 days
     before the end of the Initial Term or the applicable Renewal Term. The
     Initial Term and any Renewal Term are collectively referred to as the
     "Term."

(b)  Termination or Resignation. Subject to the other terms of this Agreement,
     including those in Part 2, either the Company or the Executive may
     terminate the Executive's employment with the Company at any time and for
     any reason or no reason upon written notice to the other party.


SECTION 2. DUTIES AND SCOPE OF EMPLOYMENT

(a)  Position. The Company will employ the Executive (or, if the Company is not
     the Executive's employer, the Company will cause its appropriate subsidiary
     to employ the Executive) during the Term in the position of Senior Vice
     President and Chief Information Officer, reporting to the Senior Executive
     Vice President responsible for finance and information technology and to
     the Chief Operating Officer. The Executive will be given duties,
     responsibilities and authorities that are appropriate to this position.

(b)  Obligations. During the Term, the Executive will devote the Executive's
     full business efforts and time to the business and affairs of the Company
     as needed to carry out his duties and responsibilities. The foregoing shall
     not preclude the Executive from engaging in appropriate civic, charitable,
     religious or other non-profit activities or from devoting a reasonable
     amount of time to private investments or from serving on the boards of
     directors of other entities, provided that those activities do not
     interfere or conflict with the Executive's duties or responsibilities to
     the Company.


SECTION 3. BASE COMPENSATION

During the Term, the Company will pay the Executive, as compensation for
services, a base salary at the annual rate of at least $285,000. Salary
increases will be considered after the first anniversary of this Agreement, or
sooner in the discretion of the Chief Executive Officer, on a basis consistent
with Company policies.

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SECTION 4. OTHER COMPENSATION

EFIP. During the Term the Executive will be enrolled in the Enhanced Fairchild
Incentive Plan (EFIP), at a new targeted participation level of 50%. While
bonuses under this program are never guaranteed, typically, if the company meets
its EBITDA goals, participants receive 100% of the targeted payout. If the
company exceeds those goals, participants can receive up to 200% of the targeted
payout.


PART 2 COMPENSATION AND BENEFITS IN CASE OF TERMINATION WITHOUT CAUSE OR FOR
       GOOD REASON

SECTION 5. TERMINATIONS AND RELATED DEFINITIONS

Part 2 of the Agreement, consisting of Sections 5 and 6, describes the benefits
and compensation, if any, payable in case of certain terminations of employment.
Part 3 of the Agreement, consisting of Section 7, describes benefits and
compensation, if any, payable in case of a Change in Control.

In this Agreement,

(a)  "CAUSE" means (1) a willful failure by the Executive to substantially
     perform the Executive's duties under this Agreement, other than a failure
     resulting from the Executive's complete or partial incapacity due to
     physical or mental illness or impairment, (2) a willful act by the
     Executive that constitutes gross misconduct and that is materially
     injurious to the Company, (3) a willful breach by the Executive of a
     material provision of this Agreement (including Sections 8 and 10) or (4) a
     material and willful violation of a federal or state law or regulation
     applicable to the business of the Company that is materially and
     demonstrably injurious to the Company, provided that no act, or failure to
     act, by the Executive shall be considered "willful" unless committed
     without good faith and without a reasonable belief that the act or omission
     was in the Company's best interest; and

(b)  "GOOD REASON" means any of the following: (1) a reduction in the
     Executive's base salary other than as part of a broader executive pay
     reduction, (2) a reduction in the Executive's incentive compensation (EFIP)
     target other than as part of a broader executive reduction, (3) a material
     change in the employment benefits available to the Executive, if such
     change does not similarly affect all employees of the Company eligible for
     such benefits, or (4) a material reduction in your duties, responsibilities
     or authority.


SECTION 6. TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON

(a)  Severance. If, during the Term, the Company terminates the Executive's
     employment for any reason other than Cause (including as a result of the
     Executive's death or disability), or if the Executive terminates his
     employment for Good Reason, then, provided the Executive (or his legal
     representative, if applicable) executes the release of claims described in
     Section 6(b), the Company will pay the Executive, in a lump sum or, at the
     Company's option, in installments over 24 months following the effective
     date of such

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     termination, an amount equal to two times the Executive's base salary in
     effect on such termination date. The Executive will be responsible for all
     taxes relating to such payments and the Company will make all required
     withholdings of all such taxes.

(b)  Release of Claims. As a condition to the receipt of the payments and
     benefits described in Section 6(a), the Executive (or his legal
     representative, if applicable) shall be required to execute a release of
     all claims arising out of the Executive's employment or the termination
     thereof, including any claim of discrimination under U.S. state or federal
     law or any non-U.S. law, but excluding claims for indemnification from the
     Company under any indemnification agreement with the Company, its
     certificate of incorporation or bylaws (or equivalent organizing
     instruments), or claims under applicable directors' and officers'
     insurance.

(c)  Conditions to Receipt of Payments. Without limiting the Company's other
     rights or remedies in the even of the Executive's breach of any provision
     of this Agreement, the obligation of the Company to provide the payments
     described in this Section 6 shall cease if the Executive breaches any of
     the provisions of Section 8 or 10.


PART 3 COMPENSATION AND BENEFITS IN CASE OF A CHANGE IN CONTROL

SECTION 7. CHANGE IN CONTROL

(a)  Payment. In the event of a Change in Control, if the Executive's employment
     is terminated by the Company other than for Cause (including as a result of
     the Executive's death or disability), or by the Executive for Good Reason,
     in either case within the time period beginning six months before the
     Change in Control and ending 12 months after the Change in Control, the
     cash payment under Section 6(a) will be paid in a lump sum within 14 days
     after the date of such termination. Any obligation of the Company under
     this Section 7 will survive any termination of this Agreement.

(b)  Definition. A "CHANGE IN CONTROL" means the happening of any of the
     following events (for purposes of this Section 7 only, the "COMPANY" means
     Fairchild Semiconductor International, Inc., a Delaware corporation, and
     not any of its subsidiaries):

     (1)  An acquisition by any individual, entity or group (within the meaning
          of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
          1934, as amended (the "EXCHANGE ACT")) (any of which, a "PERSON") of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 25% or more of either (i) the
          then-outstanding shares of common stock of the Company (the
          "OUTSTANDING COMPANY COMMON STOCK") or (ii) the combined voting power
          of the then-outstanding voting securities of the Company entitled to
          vote generally in the election of directors (the "OUTSTANDING COMPANY
          VOTING SECURITIES"); excluding, however, the following: (A) Any
          acquisition directly from the Company, other than an acquisition by
          virtue of the exercise of a conversion privilege unless the security
          being so converted was itself acquired directly from

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          the Company, (B) Any acquisition by the Company, (C) Any acquisition
          by any employee benefit plan (or related trust) sponsored or
          maintained by the Company or any entity controlled by the Company, or
          (D) Any acquisition pursuant to a transaction which complies with
          clauses (i), (ii) and (ii) of Section 7(b)(3); or

     (2)  A change in the composition of the board of directors of the Company
          (the "BOARD") such that the individuals who, as of the effective date
          of this Agreement, constitute the Board (such Board shall be
          hereinafter referred to as the "INCUMBENT BOARD") cease for any reason
          to constitute at least a majority of the Board; provided, however, for
          purposes of this definition, that any individual who becomes a member
          of the Board subsequent to the effective date of this Agreement, whose
          election, or nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of those individuals who
          are members of the Board and who were also members of the Incumbent
          Board (or deemed to be such pursuant to this proviso) shall be
          considered as though such individual were a member of the Incumbent
          Board; but, provided further, that any such individual whose initial
          assumption of office occurs as a result of either an actual or
          threatened election contest (as such terms are used in Rule 14a-11 of
          Regulation 14A promulgated under the Exchange Act) or other actual or
          threatened solicitation of proxies or consents by or on behalf of a
          Person other than the Board shall not be so considered as a member of
          the Incumbent Board; or

     (3)  Consummation of a reorganization, merger or consolidation or sale or
          other disposition of all or substantially all of the assets of the
          Company ("CORPORATE TRANSACTION"); excluding, however, such a
          Corporate Transaction pursuant to which (i) all or substantially all
          of the individuals and entities who are the beneficial owners,
          respectively, of the Outstanding Company Common Stock and Outstanding
          Company Voting Securities immediately prior to such Corporate
          Transaction will beneficially own, directly or indirectly, more than
          50% of, respectively, the 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 Corporate Transaction
          (including a corporation which as a result of such transaction owns
          the Company or all or substantially all of the Company's assets either
          directly or through one or more subsidiaries) in substantially the
          same proportions as their ownership, immediately prior to such
          Corporate Transaction, of the Outstanding Company Common Stock and
          Outstanding Company Voting Securities, as the case may be, (ii) no
          Person (other than the Company, any employee benefit plan (or related
          trust) of the Company or such corporation resulting from such
          Corporate Transaction) will beneficially own, directly or indirectly,
          25% or more of, respectively, the outstanding shares of common stock
          of the corporation resulting from such Corporate Transaction or the
          combined voting power of the outstanding voting securities of such
          corporation entitled to vote generally in the election of directors
          except to the extent that such ownership existed prior to the
          Corporate Transaction, and (iii) individuals who were members of the
          Incumbent Board will constitute at least a majority of the

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          members of the board of directors of the corporation resulting from
          such Corporate Transaction; or

     (4)  The approval by the stockholders of the Company of a complete
          liquidation or dissolution of the Company.


PART 4 TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

SECTION 8. CONFIDENTIAL INFORMATION

(a)  Acknowledgement. The Company and the Executive acknowledge that the
     services to be performed by the Executive under this Agreement are unique
     and extraordinary and that, as a result of the Executive's employment, the
     Executive will be in a relationship of confidence and trust with the
     Company and will come into possession of Confidential Information (as
     defined below) that is (1) owned or controlled by the Company, (2) in the
     possession of the Company and belonging to third parties or (3) conceived,
     originated, discovered or developed, in whole or in part, by the Executive.
     "CONFIDENTIAL INFORMATION" means trade secrets and other confidential or
     proprietary business, technical, personnel or financial information,
     whether or not the Executive's work product, in written, graphic, oral or
     other tangible or intangible forms, including specifications, samples,
     records, data, computer programs, drawings, diagrams, models, customer
     names, ID's or e-mail addresses, business or marketing plans, studies,
     analyses, projections and reports, communications by or to attorneys
     (including attorney-client privileged communications), memos and other
     materials prepared by attorneys or under their direction (including
     attorney work product), and software systems and processes. Any
     Confidential Information that is not readily available to the public shall
     be considered to be a trade secret and confidential and proprietary, even
     if it is not specifically marked as such, unless the Company advises the
     Executive otherwise in writing.

(b)  Nondisclosure. The Executive agrees that the Executive will not, without
     the prior written consent of the Company, directly or indirectly, use or
     disclose Confidential Information to any person, during or after the
     Executive's employment, except as may be necessary in the ordinary course
     of performing the Executive's duties under this Agreement. The Executive
     will keep the Confidential Information in strictest confidence and trust.
     This Section 8(b) shall apply indefinitely, both during and after the Term.

(c)  Surrender Upon Termination. The Executive agrees that in the event of the
     termination of the Executive's employment for any reason, whether before or
     after the Term, the Executive will immediately deliver to the Company all
     property belonging to the Company, including documents and materials of any
     nature pertaining to the Executive's work with the Company, and will not
     take with the Executive any documents or materials of any description, or
     any reproduction thereof of any description, containing or pertaining to
     any Confidential Information. It is understood that the Executive is free
     to

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     use information that is in the public domain, but not as a result of a
     breach of this Agreement.

(d)  Forfeiture in Certain Events. The Company may, in its sole discretion, in
     the event of serious misconduct by the Executive (including any misconduct
     prejudicial to or in conflict with the Company or its subsidiaries, or any
     termination of employment of the Executive for Cause), or any activity of
     the Executive in competition with the business of the Company or any
     subsidiary, (A) cancel any outstanding award of stock options, restricted
     stock, deferred stock units or other award granted to the Executive under a
     Company plan or otherwise (an "AWARD"), in whole or in part, whether or not
     vested or deferred, or (B) following the exercise or payment of an Award,
     within a period of time specified by the Company, require the Executive to
     repay to the Company any gain realized or payment received upon the
     exercise or payment of such Award (with such gain or payment valued as of
     the date of exercise or payment). Such cancellation or repayment obligation
     shall be effective as of the date specified by the Company, which may
     provide for an offset to any future payments owed by the Company or any
     subsidiary to the Executive if necessary to satisfy the repayment
     obligation. Any determination of whether the Executive has engaged in a
     serious breach of conduct or, if applicable, any activity in competition
     with the business of the Company or any subsidiary, will be determined by
     the Company in good faith and in its sole discretion. This Section 8(d)
     shall apply during and following the Term of this Agreement, but shall have
     no application following a Change in Control.


SECTION 9. ASSIGNMENT OF RIGHTS OF INTELLECTUAL PROPERTY

The Executive will promptly and fully disclose all Intellectual Property to the
Company. The Executive hereby assigns and agrees to assign to the Company (or as
otherwise directed by the Company) the Executive's full right, title and
interest in and to all Intellectual Property. The Executive will execute any and
all applications for domestic and foreign patents, copyrights or other
proprietary rights and to do such other acts (including the execution and
delivery of instruments of further assurance or confirmation) requested by the
Company to assign the Intellectual Property to the Company and to permit the
Company and its affiliates to enforce any patents, copyrights or other
proprietary rights to the Intellectual Property. "INTELLECTUAL PROPERTY" means
inventions, discoveries, developments, methods, processes, compositions, works,
concepts and ideas (whether or not patentable or copyrightable or constituting
trade secrets) conceived, made, created, developed or reduced to practice by the
Executive (whether alone or with others, whether or not during normal businesses
hours or on or off Company premises) during the Executive's employment that
relate to any business, venture or activity being conducted or proposed to be
conducted by the Company or its subsidiaries at any time during the term of the
Executive's employment with the Company.


SECTION 10. RESTRICTIONS ON ACTIVITIES OF THE EXECUTIVE

(a)  Acknowledgments. The Executive agrees that he is being employed under this
     Agreement in a key management capacity with the Company, that the Company
     is engaged in a highly competitive business and that the success of the
     Company's business in the marketplace depends upon its goodwill and
     reputation for quality and

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     dependability. The Executive further agrees that reasonable limits may be
     placed on his ability to compete against the Company and its affiliates as
     provided in this Agreement so as to protect and preserve their legitimate
     business interests and goodwill.

(b)  Agreement Not to Compete or Solicit.

     (1)  During the Non-Competition Period (as defined below), the Executive
          will not engage or participate in, directly or indirectly, as
          principal, agent, employee, corporation, consultant, investor or
          partner, or assist in the management of, any business which is
          Competitive with the Company (as defined below).

     (2)  During the Non-Competition Period, the Executive will not, directly or
          indirectly, through any other entity, hire or attempt to hire, any
          officer, director, consultant, executive or employee of the Company or
          any of its affiliates during his or her engagement with the Company or
          such affiliate. During the Non-Competition Period, the Executive will
          not call upon, solicit, divert or attempt to solicit or divert from
          the Company or any of its affiliates any of their customers or
          suppliers or potential customers or suppliers of whose names he was
          aware during his term of employment (other than customers or suppliers
          or potential customers or suppliers contacted by the Executive solely
          in connection with a business that is not Competitive with the
          Company).

     (3)  The "NON-COMPETITION PERIOD" means the period during which Executive
          is employed by the Company and the following 12 months. Additionally,
          the "Non-Competition Period" shall include any period during which the
          Executive is receiving payments or other benefits under this
          Agreement, or would have been receiving such payments or benefits but
          for their acceleration due to the terms of this Agreement.

     (4)  A business shall be considered "COMPETITIVE WITH THE COMPANY" if it is
          engaged in any business, venture or activity in the Restricted Area
          (as defined below) which competes or plans to compete with any
          business, venture or activity being conducted or actively and
          specifically planned to be conducted within the Non-Competition Period
          (as evidence by the Company's internal written business plans or
          memoranda) by the Company, or any group, division or affiliate of the
          Company, at the date the Executive's employment under this Agreement
          is terminated.

     (5)  The "RESTRICTED AREA" means the United States of America and any other
          country where the Company, or any group, division or affiliate of the
          Company, is conducting, or has proposed to conduct within the
          Non-Competition Period (as evidenced by the Company's internal written
          business plans or memoranda), any business, venture or activity, at
          the date the Executive's employment under this Agreement is
          terminated.

     (6)  Notwithstanding the provisions of this Section 10, the parties agree
          that (A) ownership of not more than three percent (3%) of the voting
          stock of any

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          publicly held corporation shall not, of itself, constitute a violation
          of this Section 10 and (B) working as an employee of an entity that
          has a stand-alone division or business unit which is Competitive with
          the Company shall not, of itself, constitute a violation of this
          Section 10 if the Executive is not, in any way (directly or
          indirectly, as principal, agent, employee, corporation, consultant,
          advisor, investor or partner), responsible for, compensated with
          respect to, or involved in the activities of such stand-alone division
          or business unit and does not (directly or indirectly) provide
          information or assistance to such stand-alone division or business
          unit).


SECTION 11. REMEDIES

It is specifically understood and agreed that any breach of the provisions of
Section 8 or 10 of this Agreement would likely result in irreparable injury to
the Company and that the remedy at law alone would be an inadequate remedy for
such breach, and that in addition to any other remedy it may have, the Company
shall be entitled to enforce the specific performance of this Agreement by the
Executive and to obtain both temporary and permanent injunctive relief without
the necessity of proving actual damages.


SECTION 12. SEVERABLE PROVISIONS

The provisions of this Agreement are severable and the invalidity of any one or
more provisions shall not affect the validity of any other provision. In the
event that a court of competent jurisdiction shall determine that any provision
of this Agreement or the application thereof is unenforceable in whole or in
part because of the duration of scope thereof, the parties hereby agree that
such court, in making such determination, shall have the power to reduce the
duration and scope of such provision to the extent necessary to make it
enforceable and that this Agreement in its reduced form shall be valid and
enforceable to the fullest extent permitted by law.


SECTION 13. SUCCESSORS

(a)  Company's Successors. The Company will require any successor (whether
     direct or indirect and whether by purchase, lease, merger, consolidation,
     liquidation or otherwise) to all or substantially all of the Company's
     business or assets, by an agreement in substance and form satisfactory to
     the Executive, to assume this Agreement and to agree expressly to perform
     this Agreement in the same manner and to the same extent as the Company
     would be required to perform it in the absence of a succession. The
     Company's failure to obtain such agreement prior to the effectiveness of a
     succession shall be a breach of this Agreement and shall entitle the
     Executive to all of the compensation and benefits to which the Executive
     would have been entitled under this Agreement if the Company had terminated
     the Executive's employment for any reason other than Cause, on the date
     when such succession becomes effective. For all purposes under this
     Agreement, except as otherwise provided in this Agreement, the term
     "Company" shall include any successor to the Company's business or assets
     that executes

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     and delivers the assumption agreement described in this Section 13(a), or
     that becomes bound by this Agreement by operation of law.

(b)  Executive's Successors. This Agreement and all rights of the Executive
     under this Agreement shall inure to the benefit of, and be enforceable by,
     the Executive's personal or legal representatives, executors,
     administrators, successors, heirs, distributees, devisees and legatees.


SECTION 14. GENERAL PROVISIONS

(a)  Waiver. No provision of this Agreement shall be modified, waived or
     discharged unless the modification, waiver or discharge is agreed to in
     writing and signed by the Executive and by an authorized officer of the
     Company (other than the Executive). No waiver by either party of any breach
     of, or of compliance with, any condition or provision of this Agreement by
     the other party shall be considered a waiver of any other condition or
     provision or of the same condition or provision at another time.

(b)  Whole Agreement; Interpretation. No agreements, representations or
     understandings (whether oral or written and whether express or implied)
     that are not expressly set forth in this Agreement have been made or
     entered into by either party with respect to the subject matter hereof. In
     addition, the Executive hereby acknowledges and agrees that this Agreement
     supersedes in its entirety any employment agreement between the Executive
     and the Company in effect immediately prior to the effective date of this
     Agreement, provided that the agreement by the Company to forgive certain
     indebtedness of the Executive in the principal amount of $529,782, plus
     accrued interest to the date of forgiveness, and to pay any taxes
     associated with such forgiveness, provided the Executive remains employed
     by the Company on July 23, 2004, shall remain in full force and effect, and
     provided, further, that the Executive's agreement to repay certain other
     indebtedness in the principal amount of $235,030, plus accrued interest, on
     or before July 23, 2004, shall remain in full force and effect. Except as
     provided in the foregoing provisos, as of the effective date of this
     Agreement, any such prior employment agreement shall terminate without any
     further obligation by either party thereto, and the Executive hereby
     relinquishes any further rights that the Executive may have had under such
     prior employment agreement. The reference table on the first page and the
     headings in this Agreement are for convenience of reference only and will
     not affect the construction or interpretation of this Agreement. The word
     "or" is used in its non-exclusive sense. Unless otherwise stated, the word
     "including" should be read to mean "including without limitation" and does
     not limit the preceding words or terms. All references to "Sections" or
     other provisions in this Agreement are to the corresponding Sections or
     provisions in this Agreement. All words in this Agreement will be construed
     to be of such gender or number as the circumstances require.

(c)  Notice. Notices and all other communications contemplated by this Agreement
     shall be in writing and shall be deemed to have been duly given when
     personally delivered, mailed by U.S. registered or certified mail, return
     receipt requested, or sent by a documented overnight courier service. In
     the case of the Executive, mailed notices shall be addressed to the
     Executive at the home address maintained in the Company's records.

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     In the case of the Company, mailed notices shall be addressed to its
     corporate headquarters, and all notices shall be directed to the attention
     of its Chief Executive Officer.

(d)  Setoff. The Company may set off against any payments owed to the Executive
     under this Agreement any debt or obligation of the Executive owed to the
     Company.

(e)  Choice of Law. The validity, interpretation, construction and performance
     of this Agreement shall be governed by the laws of the State of Maine,
     irrespective of Maine's choice-of-law principles.

(f)  Arbitration. Except as otherwise provided with respect to the enforcement
     of Sections 8 and 10, any dispute or controversy arising out of the
     Executive's employment or the termination thereof, including any claim of
     discrimination under U.S. (state or federal) or non-U.S. law, shall be
     settled exclusively by arbitration in Portland, Maine, in accordance with
     the rules of the American Arbitration Association then in effect. Judgment
     may be entered on the arbitrator's award in any court having jurisdiction.

(g)  No Assignment of Benefits. The rights of any person to payments or benefits
     under this Agreement shall not be made subject to option or assignment,
     either by voluntary or involuntary assignment or by operation of law,
     including bankruptcy, garnishment, attachment or other creditor's process,
     and any action in violation of this Section 14(g) shall be void.

(h)  Limitation of Remedies. If the Executive's employment terminates for any
     reason, the Executive shall not be entitled to any payments, benefits,
     damages, awards or compensation other than as provided by this Agreement,
     including under the severance policies of the Company or any subsidiary.

(i)  Taxes. All payments made pursuant to this Agreement shall be subject to
     withholding of applicable taxes.

(j)  Discharge of Responsibility. The payments under this Agreement, when made
     in accordance with the terms of this Agreement, shall fully discharge all
     responsibilities of the Company to the Executive that existed at the time
     of termination of the Executive's employment.

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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written. The Executive has consulted, or has had the opportunity to
consult, with counsel (who is other than the Company's counsel) prior to
execution of this Agreement.



                                    EXECUTIVE



                                    /s/ John M. Watkins, Jr.
                                    --------------------------------------------
                                    John M. Watkins, Jr.



                                    FAIRCHILD SEMICONDUCTOR CORPORATION



                                    By /s/ Kirk P. Pond
                                       -----------------------------------------

                                    Its Chairman, President and CEO
                                        ----------------------------------------

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