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                                                                   Exhibit 10.02
                         [FAIRCHILD SEMICONDUCTOR LOGO]

                             FAIRCHILD SEMICONDUCTOR
                      RESTRICTED STOCK UNIT AWARD AGREEMENT

PARTICIPANT: Mark S. Frey    EMPLOYEE ID: ___________    GLOBAL ID: ____________

GRANT DATE:                                          March 20, 2006
NUMBER OF RESTRICTED STOCK UNITS GRANTED:            20,000 UNITS

THIS AGREEMENT, effective as of the Grant Date set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), with respect to the award of the number of restricted stock units
("Restricted Stock Units") specified above. This award of Restricted Stock Units
is not made under any stock or option plan of the Company but shall be governed
as if made under, and subject to, the Fairchild Semiconductor Stock Plan, as
amended from time to time (the "Plan"). Capitalized terms used and not defined
in this Agreement shall have the meanings given to them in the Plan.

By accepting this Grant, you irrevocably agree, on your own behalf and on behalf
of your heirs and any other person claiming rights under this Agreement, to all
of the terms and conditions of the Restricted Stock Unit Award as set forth in
or pursuant to this Agreement and the Plan (as such may be amended from time to
time). You and the Company agree as follows:

1. APPLICATION OF PLAN;       This Agreement and your rights under this
   ADMINISTRATION             Agreement are subject to all the terms and
                              conditions of the Plan, as it may be amended from
                              time to time, as well as to such rules and
                              regulations as the Committee may adopt. It is
                              expressly understood that the Committee that
                              administers the Plan is authorized to administer,
                              construe and make all determinations necessary or
                              appropriate to the administration of the Plan and
                              this Agreement, all of which shall be binding upon
                              you to the extent permitted by the Plan. Any
                              inconsistency between this Agreement and the Plan
                              shall be resolved in favor of the Plan.

2. VESTING                    The Restricted Stock Units will vest (becoming
                              "Vested Restricted Stock Units") on the following
                              Vesting Dates provided that you have remained in
                              the full time employment or service of the Company
                              or an Affiliate from the Grant Date set forth
                              above until the respective Vesting Date:

<TABLE>
<CAPTION>
                                                              Percentage Vested
          Vesting Date                     (including portion that vested the preceding year)
<S>                                        <C>
First anniversary of the Grant Date                                  25%
Second anniversary of the Grant Date                                 50%
Third anniversary of the Grant Date                                  75%
Fourth anniversary of the Grant Date                                100%
</TABLE>

                              The vesting period set forth above may be adjusted
                              by the Committee to reflect the decreased level of
                              employment or service during any period in which
                              you are on an approved leave of absence or are
                              employed on a less than full time basis.

3. TERMINATION OF EMPLOYMENT  Except as otherwise provided in Paragraph 7 of
                              this Agreement, the right to issuance of
                              Restricted Stock Units and the rights under any
                              Restricted Stock Units that have not become Vested
                              Restricted Stock Units at the time your employment
                              or service with the Company terminates for any
                              reason will be forfeited immediately without
                              consideration and without further notice as of the
                              date of termination.

4. SETTLEMENT OF VESTED       Each Vested Restricted Stock Unit will be settled
   RESTRICTED STOCK UNITS     by the delivery of one share of Common Stock
   AND ISSUANCE OF SHARES     (subject to adjustment under Section 3(c) of the
                              Plan, a "Share") to you or, in the event of your
                              death, to your designated beneficiary, promptly
                              following the Vesting Date with respect to such
                              Shares, subject to your satisfaction of any tax
                              withholding obligations as described in Paragraph
                              9 of this Agreement. You hereby authorize any
                              brokerage service provider determined acceptable
                              to the Company, to open a securities account for
                              you to be used for the settlement of Vested
                              Restricted Stock Units. The date on which Shares
                              are issued may include a delay in order to provide
                              the Company such time as it determines appropriate
                              to address tax withholding and other
                              administrative matters.


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5. RIGHTS AS STOCKHOLDER      Except as otherwise provided in this Agreement,
                              you will not be entitled to any privileges of
                              ownership of the shares of Common Stock underlying
                              your Restricted Stock Units unless and until
                              Shares are actually delivered to you under this
                              Agreement.

6. DIVIDENDS                  From and after the date that Restricted Stock
                              Units are issued to you under this Agreement, you
                              will be credited with additional Restricted Stock
                              Units having a value equal to declared dividends,
                              if any, with record dates that occur prior to the
                              settlement of any Restricted Stock Units as if
                              such Restricted Stock Units had been actual shares
                              of Common Stock, based on the Fair Market Value of
                              a share of Common Stock on the applicable dividend
                              payment date. Any such additional Restricted Stock
                              Units shall be considered Restricted Stock Units
                              under this Agreement and shall also be credited
                              with additional Restricted Stock Units as
                              dividends, if any, are declared, and shall be
                              subject to the same restrictions and conditions
                              (including the risk of forfeiture under Paragraph
                              3) as Restricted Stock Units with respect to which
                              they were credited. Notwithstanding the foregoing,
                              no such additional Restricted Stock Units will be
                              credited with respect to any dividend in
                              connection with which Restricted Stock Units are
                              adjusted pursuant to Section 3(c) of the Plan.

7. CHANGE IN CONTROL          Notwithstanding anything to the contrary in this
                              Agreement, the Restricted Stock Units shall be
                              subject to acceleration of vesting upon a Change
                              in Control as provided with respect to restricted
                              stock under Section 11(a)(ii) of the Plan, and
                              shall be settled as if pursuant to Paragraph 4 of
                              this Agreement.

8. TRANSFERABILITY            (a)   Your Restricted Stock Units are not
                                    transferable, whether voluntarily or
                                    involuntarily, by operation of law or
                                    otherwise, except as provided in the Plan.
                                    Any assignment, pledge, transfer, or other
                                    disposition, voluntary or involuntary, of
                                    your Restricted Stock Units made, or any
                                    attachment, execution, garnishment, or lien
                                    issued against or placed upon the Restricted
                                    Stock Units, other than as so permitted,
                                    shall be void.

                              (b)   You acknowledge that, from time to time, the
                                    Company may be in a "blackout period" and/or
                                    subject to applicable securities laws that
                                    could subject you to liability for engaging
                                    in any transaction involving the sale of the
                                    Company's shares. You further acknowledge
                                    and agree that, prior to the sale of any
                                    Shares, it is your responsibility to
                                    determine whether or not such sale of Shares
                                    will subject you to liability under insider
                                    trading rules or other applicable securities
                                    laws.

9. TAXES                      (a)   General. You are ultimately liable and
                                    responsible for all taxes owed by you in
                                    connection with your Restricted Stock Units,
                                    regardless of any action the Company takes
                                    or any transaction pursuant to this
                                    Paragraph 9 with respect to any tax
                                    withholding obligations that arise in
                                    connection with the Restricted Stock Units.
                                    As a condition and term of this award, no
                                    election under Section 83(b) of the United
                                    States Internal Revenue Code, as amended,
                                    may be made by you or any other person with
                                    respect to all or any portion of the
                                    Restricted Stock Units. The Company makes no
                                    representation or undertaking regarding the
                                    treatment of any tax withholding in
                                    connection with the grant, issuance, vesting
                                    or settlement of the Restricted Stock Units
                                    or the subsequent sale of any of the Shares
                                    underlying the Restricted Stock Units that
                                    vest. The Company does not commit and is
                                    under no obligation to structure this
                                    Agreement to reduce or eliminate your tax
                                    liability.

                              (b)   Taxes. You will be subject to federal and
                                    state income and other tax withholding
                                    requirements on a date (generally, the
                                    Vesting Date) determined by applicable law
                                    (any such date, the "Taxable Date"), based
                                    on the Fair Market Value of the Shares
                                    underlying the Restricted Stock Units that
                                    vest. YOU WILL BE SOLELY RESPONSIBLE FOR THE
                                    PAYMENT OF ALL U.S. FEDERAL INCOME AND OTHER
                                    TAXES, INCLUDING ANY STATE, LOCAL OR
                                    NON-U.S. INCOME OR EMPLOYMENT TAX OBLIGATION
                                    THAT MAY BE RELATED TO THE SHARES, INCLUDING
                                    ANY SUCH TAXES THAT ARE REQUIRED TO BE
                                    WITHHELD AND PAID OVER TO THE APPLICABLE TAX
                                    AUTHORITIES (THE "TAX WITHHOLDING
                                    OBLIGATION"). You will be responsible for
                                    the satisfaction of such Tax Withholding
                                    Obligation in a manner acceptable to the
                                    Company in its sole discretion, including
                                    through payroll withholding.

                                    (i) By Sale of Shares. Your acceptance of
                                    this Agreement constitutes your instruction
                                    and authorization to the Company and any
                                    brokerage firm determined acceptable to the
                                    Company for such purpose to sell on your
                                    behalf a whole number of shares from those
                                    Shares issuable to you as the Company
                                    determines to be appropriate to generate
                                    cash proceeds sufficient to satisfy the
                                    applicable Tax Withholding Obligation. Such
                                    shares will be sold on the Taxable Date or
                                    as soon thereafter as practicable. You will
                                    be responsible for all brokers' fees and
                                    other costs of sale, which fees and costs
                                    may be deducted from the proceeds of the
                                    foregoing sale of Shares, and you agree to


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                                    indemnify and hold the Company and any
                                    brokerage firm selling such Shares harmless
                                    from any losses, costs, damages, or expenses
                                    relating to any such sale. To the extent the
                                    proceeds of such sale exceed your Tax
                                    Withholding Obligation, such excess cash
                                    will be deposited into the securities
                                    account established with the brokerage
                                    service provider for the settlement of your
                                    Vested Restricted Stock Units. Such Shares
                                    will be sold through the broker at market
                                    prices; however the price you receive will
                                    reflect a weighted average sales price based
                                    on the sales price of Shares on behalf of
                                    you and others for whom the designated
                                    broker may be selling shares on the relevant
                                    day(s), and you acknowledge that the Company
                                    or its designee is under no obligation to
                                    arrange for such sale at any particular
                                    price, and that the proceeds of any such
                                    sale may not be sufficient to satisfy your
                                    Tax Withholding Obligation. Accordingly, you
                                    agree to pay to the Company as soon as
                                    practicable, including through additional
                                    payroll withholding, any amount of the Tax
                                    Withholding Obligation that is not satisfied
                                    by the sale of shares described above.
                                    UNLESS OTHERWISE AUTHORIZED BY THE COMMITTEE
                                    IN ITS SOLE DISCRETION, THE SALE OF SHARES
                                    WILL BE THE PRIMARY METHOD USED BY THE
                                    COMPANY TO SATISFY THE APPLICABLE TAX
                                    WITHHOLDING OBLIGATION, and accordingly you
                                    represent and warrant to the Company as
                                    follows:

                                    A.    You are accepting this Agreement
                                          during a permitted trading period, and
                                          at the time of accepting this
                                          Agreement you are not aware of any
                                          Material Nonpublic Information (as
                                          defined in the Company's Corporate
                                          Legal Insider Trading and Tipping
                                          Policy) concerning the Company.

                                    B.    You will not exercise any subsequent
                                          influence over the amount of Shares to
                                          be sold hereunder to generate funds
                                          for the Tax Withholding Obligation or
                                          the price, date or time of such sale.

                                    C.    You are entering into this Agreement
                                          in good faith and have a bona fide
                                          intention to carry out the terms of
                                          this Agreement, and you will not enter
                                          into or alter a corresponding or
                                          hedging transaction or position with
                                          respect to the Shares.

                                    (ii) By Share Withholding. If so elected in
                                    the sole discretion of the Committee, then
                                    in lieu of a market sale pursuant to
                                    Paragraph 9(b)(i) you authorize the Company
                                    to withhold from the Shares issuable to you
                                    the whole number of shares with a value
                                    equal to the Fair Market Value of the Shares
                                    on the Taxable Date or the first trading day
                                    before the Taxable Date, sufficient to
                                    satisfy the applicable Tax Withholding
                                    Obligation. You acknowledge that the
                                    withheld shares may not be sufficient to
                                    satisfy your Tax Withholding Obligation.
                                    Accordingly, you agree to pay to the Company
                                    as soon as practicable, including through
                                    additional payroll withholding, any amount
                                    of the Tax Withholding Obligation that is
                                    not satisfied by the withholding of Shares
                                    described above.

10. DATA PRIVACY

                              As an essential term of this Agreement, you
                              consent to the collection, use and transfer, in
                              electronic or other form, of personal data as
                              described in this Agreement for the exclusive
                              purpose of implementing, administering and
                              managing your participation in the Plan.

                              By entering into this Agreement and accepting the
                              Restricted Stock Units, you acknowledge that the
                              Company holds certain personal information about
                              you, including, but not limited to, your name,
                              home address and telephone number, date of birth,
                              social insurance number or other identification
                              number, salary, tax rates and amounts,
                              nationality, job title, any shares of stock or
                              directorships held in the Company, details of all
                              awards or any other entitlement to shares of stock
                              awarded, canceled, exercised, vested, unvested or
                              outstanding, for the purpose of implementing,
                              administering and managing the Plan ("Data"). You
                              acknowledge that Data may be transferred to any
                              third parties assisting in the implementation,
                              administration and management of the Plan, that
                              these recipients may be located in jurisdictions
                              that may have different data privacy laws and
                              protections, and you authorize the recipients to
                              receive, possess, use, retain and transfer the
                              Data, in electronic or other form, for the
                              purposes of implementing, administering and
                              managing the Plan, including any requisite
                              transfer of such Data as may be required to a
                              broker or other third party with whom you or the
                              Company may elect to deposit any shares of stock
                              acquired under this Agreement. You acknowledges
                              that Data may be held only as long as is necessary
                              to implement, administer and manage your
                              participation in the Plan as determined by the
                              Company, and that you may request additional
                              information about the storage and processing of
                              Data, require any necessary amendments to Data or
                              refuse or withdraw the consents herein, in any
                              case without cost, provided however, that refusing
                              or withdrawing your consent may adversely affect
                              your ability to participate in the Plan.


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11. ELECTRONIC DELIVERY       The Company may, in its sole discretion, decide to
                              deliver any documents related to any awards
                              granted under the Plan by electronic means or to
                              request your consent to participate in the Plan by
                              electronic means. You hereby consent to receive
                              such documents by electronic delivery and, if
                              requested, to agree to participate in the Plan
                              through an on-line or electronic system
                              established and maintained by the Company or
                              another third party designated by the Company, and
                              such consent shall remain in effect throughout
                              your term of employment or service with the
                              Company and thereafter until withdrawn in writing
                              by you.

12. MISCELLANEOUS

                              (a)   This Agreement shall not confer upon you any
                                    right to continue as an employee, or
                                    otherwise in the service of, the Company or
                                    any Affiliate, nor shall this Agreement
                                    interfere in any way with the Company's or
                                    such Affiliate's right to terminate your
                                    employment or service at any time.

                              (b)   Without limiting the generality of Paragraph
                                    12(a) above, this Agreement and the Plan may
                                    be amended without your consent to the
                                    extent provided in Section 14(b) of the
                                    Plan.

                              (c)   This Agreement will be subject to all
                                    applicable laws, rules, and regulations, and
                                    to such approvals by any governmental
                                    agencies or stock exchanges as may be
                                    required. The Company may impose such
                                    restrictions, conditions or limitations as
                                    it determines appropriate as to the timing
                                    and manner of any resales by you or other
                                    subsequent transfers by you of any shares of
                                    Common Stock issued as a result of or under
                                    this Agreement, including without limitation
                                    (i) restrictions under an insider trading
                                    policy, (ii) restrictions that may be
                                    necessary in the absence of an effective
                                    registration statement under the Securities
                                    Act of 1933, as amended, covering the
                                    Restricted Stock Units and (iii)
                                    restrictions as to the use of a specified
                                    brokerage firm or other agent for such
                                    resales or other transfers. Any sale of
                                    shares of Common Stock issued pursuant to
                                    this Agreement must also comply with other
                                    applicable laws and regulations governing
                                    the sale of such shares.

                              (d)   To the extent not preempted by U.S. federal
                                    law, this Agreement shall be governed by,
                                    and construed in accordance with, the laws
                                    of the State of Delaware.

                              (e)   Any question concerning the interpretation
                                    of this Agreement or the Plan, any
                                    adjustments required to be made under the
                                    Plan, and any controversy that may arise
                                    under the Plan or this Agreement shall be
                                    determined by the Committee (including any
                                    person(s) to whom the Committee has
                                    delegated its authority) in its sole and
                                    absolute discretion. Such decision by the
                                    Committee shall be final and binding.

13. SIGNATURES                By the signatures below, you and the authorized
                              representative of the Company acknowledge
                              agreement to this Restricted Stock Unit Award
                              Agreement as of the Grant Date specified above.

                              PARTICIPANT:            FAIRCHILD SEMICONDUCTOR
                                                      INTERNATIONAL, INC.

                              /s/ Mark S. Frey        /s/ Mark. S. Thompson
                              ----------------        -----------------------
                                                      Mark S. Thompson
                                                      President and CEO

TO ACCEPT YOUR RESTRICTED STOCK UNIT GRANT:

(a)   Sign BOTH copies of this Restricted Stock Unit Award Agreement;

(b)   Retain one copy of each for your records;

(c)   Return one copy of each in the enclosed envelope by WITHIN 30 DAYS OF THE
      GRANT DATE.


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