EX-10.01






Exhibit 10.01




AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT




This is Amendment No. 2, dated as of February 8, 2005, to the Employment Agreement entered
into as of March 11, 2000 and amended as of March 7, 2003 (the “Employment Agreement”), by and
between Kirk P. Pond (the “Executive”) and Fairchild Semiconductor Corporation, a Delaware
corporation (the “Corporation”).



R E C I T A L S





A. The Executive and the Corporation have entered into the Employment Agreement.



B. The Executive and the Corporation desire to amend the Employment Agreement as set forth
herein.




C. Terms not otherwise defined herein have the meanings set forth in the Employment Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:



1. Extension of Renewal Term. Notwithstanding anything to the contrary in Section 1(a) or
Section 23 of the Employment Agreement, the Renewal Term shall be extended to June 15, 2005 or such
other date within 60 days before or after such date as the Board of Directors of the Corporation
and the Executive shall determine consistent with the Corporation’s succession plan.



2. Adjustment to Consulting Period. Notwithstanding anything to the contrary in Section 23(c)
of the Employment Agreement, the Consulting Period shall begin immediately following the Renewal
Term and shall end two years later.



3. Modification to DSU Settlement Terms. Section 25(b) of the Employment Agreement is hereby
replaced, in its entirety, with the following:



(b) Settlement of Units. Any vested Units shall be settled in
 shares of common stock of the Corporation no later than five (5) business
days following the applicable Settlement Date. The initial Settlement Date
for any vested Units shall be the first to occur of: (i) the Executive’s
death; (ii) the Executive’s attainment of age 62; (iii) December 19, 2005,
provided that Vesting Event (F) in part (a)(2) above has occurred prior to
that date; or (iv) a Change in Control as defined for purposes of
Executive’s Employment Agreement. However, if the Settlement Date
corresponds to a separation of the Executive from service with the
Corporation then any vested Units shall instead be settled within five (5)
business days after the six month anniversary of separation from service, in
accordance with Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the
Internal Revenue Code. Furthermore, for purposes of settlements under this
Section 25, any element of the contractual definition of Change in Control
that is inconsistent with the definition of Change in Control in Notice
2005-1, or that otherwise emerges under Section 409A(a)(2)(A)(v) of the
Internal Revenue Code, shall be disregarded. If less than all the Units
granted under this Section 25 had vested by the initial Settlement Date,
then each successive birthday of the Executive thereafter shall constitute a
subsequent Settlement Date, with respect to any Units which vested in the
interim, until all the granted Units have either been settled or forfeited
under this Section.



4. Settlement of Other DSU Awards. With respect to the settlement of any deferred stock units
held by the Executive other than those referred to in Section 3 above, if any Settlement Date (as
defined in the definitive documentation relating to such units) corresponds with the termination of
Executive’s employment with the Corporation, then such Settlement Date shall instead occur within
five business days after the six month anniversary of such termination, in accordance with Sections
409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Internal Revenue Code. Furthermore, for purposes of
any such settlements, any element of the contractual definition of Change in Control that is
inconsistent with the definition of Change in Control in Notice 2005-1, or that otherwise emerges
under Section 409A(a)(2)(A)(v) of the Internal Revenue Code, shall be disregarded.



5. Effect of Amendment. Except as expressly modified by this Amendment, the Employment
Agreement shall not be changed and shall continue in full force and effect according to its terms.
Without limiting the generality of the foregoing, any rights of the Executive under the Agreement
prior to its amendment hereby and not expressly modified by this Amendment shall not be adversely
affected by this Amendment. This Amendment shall modify any deferred stock unit agreement, deferred
stock settlement election or other agreement between the Company and the Executive to the extent
necessary to give effect to its terms. From and after the effective date of this Amendment, all
references in the Employment Agreement shall be deemed to be references to the Employment Agreement
as modified hereby.



IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of date first
set forth above.




FAIRCHILD SEMICONDUCTOR CORPORATION




By /s/ Daniel E. Boxer




	 	 	 	Its Senior Executive Vice President and Secretary






EXECUTIVE




 /s/ Kirk Pond




	 	 	 	Kirk Pond