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                                                                   Exhibit 10.03

                         [FAIRCHILD SEMICONDUCTOR LOGO]

                       FAIRCHILD SEMICONDUCTOR STOCK PLAN
                      RESTRICTED STOCK UNIT AWARD AGREEMENT

PARTICIPANT: Mark Thompson          EMPLOYEE ID:            GLOBAL ID:

                              GRANT DATE: FEBRUARY 10, 2006

NUMBER OF RESTRICTED STOCK UNITS GRANTED: 24,800 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"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the award of the number of restricted stock units
("Restricted Stock Units") specified above. 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             Except as otherwise provided in Paragraph 7 of
   EMPLOYMENT                 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           by the delivery of one share of Common Stock
   UNITS AND ISSUANCE OF      (subject to adjustment under Section 3(c) of the
   SHARES                     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 acknowledge
                              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)  Notwithstanding anything to the contrary
                                   contained in this Agreement or the Plan, this
                                   Agreement shall be subject to the terms of
                                   any employment agreement between you and the
                                   Company, including without limitation any
                                   terms therein relating to the vesting,
                                   settlement or exercisability of equity
                                   awards, and any conflicts between any such
                                   employment agreement and this Agreement or
                                   the Plan shall be resolved in favor of your
                                   employment agreement.

                              (e)  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.

                              (f)  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. Thompson   /s/ Paul D. Delva
                              ____________________   __________________________
                              MARK THOMPSON          Paul D. Delva
                                                     Sr. V.P., General Counsel
                                                     and Corporate Secretary

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 WITHIN 30 DAYS OF
            THE GRANT DATE.

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