Prepared by MERRILL CORPORATION




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Exhibit 10.3    
  


May 21, 2001 


Mr. Bernard
Xavier

2837 Crystal Ridge Road

Encinitas, California 92025 


Dear
Mr. Xavier: 


    This
letter agreement supplements certain provisions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by and among National Semiconductor Corporation ("NSC"),
Nesshin Acquisition Sub, Inc., innoCOMM Wireless, Inc., and Bernard Xavier, Daniel Mecham and Ibrahim Yayla (each, a "Founder") dated February 2, 2001 solely as such provisions
relate to NSC and each Founder as an employee of NSC. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement. 



	1.
	Section 3.3
of the Merger Agreement provides that you will automatically receive the third installment payment due under the Merger Agreement in shares of NSC common stock
rather than cash under certain circumstances. This letter agreement supplements the Merger Agreement to give you the option to receive all or a portion of the third installment payment in cash or
shares of NSC common stock, regardless of the trading price of NSC common stock, if (a) you have been continuously employed by NSC or an affiliate of NSC from the Effective Time through the
second anniversary of the Effective Time, or (b) you were terminated by NSC without Cause or terminated your employment for Good Reason. Specifically, you may elect to receive all or part of
the third installment payment contemplated by Section 3.3 in cash or shares of NSC common stock by delivering notice of such election to NSC in the manner set forth for notices in
Section 14.3 of the Merger Agreement (an "Election Notice") no later than March 5, 2003 (the date that is ten days after the second anniversary of the Effective Time).
Such notice shall specify the portion of the third installment to be paid in cash and the portion to be paid in shares of NSC common stock.



	2.
	A
form of the notice to elect cash or stock is attached hereto as Exhibit A. If you do not provide an Election Notice making
an election to receive all or part of the third installment payment in cash, you will be deemed to have elected to receive the third installment payment entirely in shares of NSC common stock if the
average closing price of NSC common stock as reported on the NYSE Composite Tape for the five trading days prior to the second anniversary of the Effective Time exceeds $27.4435. Likewise, if you do
not provide an Election Notice making an election to receive all or part of the third installment payment in shares of NSC common stock, you will be deemed to have elected to receive the third
installment payment entirely in cash if the average closing price of NSC common stock as reported on the NYSE Composite Tape for the five trading days prior to the second anniversary of the Effective
Time is less than $27.4435. If you provide an Election Notice electing to receive a portion of the third installment payment in cash and a portion in NSC shares, the number of NSC shares to be issued
with respect to the portion to be paid in NSC shares shall equal the dollar amount of such portion divided by $27.4435.



	3.
	If
you provide an Election Notice electing to receive the third installment payment entirely in shares of NSC common stock or if the second sentence of paragraph 2 above
applies, you will receive 322,305 shares of NSC common stock (subject to adjustment in the case of stock splits, stock dividends or similar recapitalizations, as more fully set forth in the Merger
Agreement) and a residual payment of $2.37. The calculations of the National Average Price (as such term is used in the Merger Agreement) and the number of shares of NSC common stock to be issued if
you provide an Election Notice electing to receive the third installment payment entirely in shares of common stock are set forth on Exhibit B to
this letter. 






 



	4.
	As
indicated by Section 3.3 of the Merger Agreement, which this paragraph 4 intends solely to describe and not supplement or amend, your right to receive the third
installment in shares of NSC common stock is contingent upon (A) your being continuously employed by NSC or an Affiliate from the Effective Time through the second anniversary of the Effective
Time, (B) termination of your employment by NSC without Cause or (C) your termination of your employment for Good Reason. Accordingly, you acknowledge that your right to receive the
third installment payment in shares of NSC common stock, with the number of shares to be determined by reference to a fixed and determined price, is a benefit to which you would not otherwise be
entitled if you had not become an employee of NSC upon the completion of the merger contemplated by the Merger Agreement. Notwithstanding the foregoing sentence, NSC acknowledges the right of a
Founder to receive the third installment payment in cash is not contingent on such Founder's continued employment with NSC or an Affiliate. 




Please
sign below to confirm your agreement with the items set forth above. 



	 	 	Very truly yours,
	

 	
 	
NATIONAL SEMICONDUCTOR CORPORATION
	

 	
 	

By:	
 	

/s/ LEWIS CHEW   

	 	 	Name: Lewis Chew

Its: Vice President, Controller and

Acting Chief Financial Officer
	

ACCEPTED AND AGREED TO AS OF

May 21, 2001:	
 	

 	
 	

 
	

/s/ BERNARD XAVIER   
 Bernard Xavier

	
 	

 	
 	

 




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Exhibit A    
  


Notice
of Election to Receive Payment in Cash or Stock 



	To:	 	National Semiconductor Corporation
	

From:	
 	

Bernard Xavier
	

Re:	
 	

Election to Receive Cash or Stock



    Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into by and among National Semiconductor Corporation ("NSC"), Nesshin Acquisition
Sub, Inc., innoCOMM Wireless, Inc., and Bernard Xavier, Daniel Mecham and Ibrahim Yayla (each, a "Founder") dated February 2, 2001 and the letter agreement dated May 20,
2001 between NSC and the undersigned, notice is hereby given that the undersigned hereby elects to receive the third installment payment contemplated by Section 3.3 of the Merger Agreement in
the form set forth below (check one): 




      $      in
cash, payable by check or wire transfer 


                  shares
of NSC common stock 


          a
combination of cash and NSC common stock, with $            to be paid in cash and $            to be paid in shares of NSC stock,
with each share of NSC common
stock valued at $27.4435 per share. 





Dated:            



	 	 	
 Bernard Xavier






3





 
 
 

Exhibit B
  
    (Bernard Xavier)
  
    National Average Price Calculation    




    The
calculations of the National Average Price (as such term is used in the Merger Agreement) and the number of shares of NSC common stock to be issued if you elect to receive the
third installment payment entirely in shares of common stock are as follows. 



	Date
	 	NYSE Closing

Price of NSC

Common Stock

	 	 	 	 	January 26, 2001	 	$	26.1875
	 	 	 	 	January 29, 2001	 	$	27.0100
	 	 	 	 	January 30, 2001	 	$	28.0100
	 	 	 	 	January 31, 2001	 	$	28.7000
	 	 	 	 	February 1, 2001	 	$	27.3100
	 	 	

	 	 	 	National Average Price	 	$	27.4435
	 	 	

	 	 	Third installment payment	 	$	8,845,179.64
	 	 	

	 	Total shares of NSC common stock	 	 	322,305
	 	 	

	Residual amount paid if third installment made entirely in shares of NSC common stock	 	$	2.37





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Exhibit 10.3


Exhibit A

Exhibit B (Bernard Xavier) National Average Price Calculation