EX-10.1






Exhibit 10.1




FAIRCHILD SEMICONDUCTOR STOCK PLAN




SECTION 1. Purpose; Definitions



The purpose of the Fairchild Semiconductor Stock Plan is to give the Company a competitive
advantage in attracting, retaining and motivating officers, employees, Non-Employee Directors and
individual consultants and to provide the Company and its Subsidiaries and Affiliates with a stock
plan providing incentives for future performance of services directly linked to the profitability
of the Company’s businesses and increases in Company stockholder value.



For purposes of the Plan, the following terms are defined as set forth below. In addition,
certain other terms used herein have definitions given to them in the first place in which they are
used.



(a) “Administration Agent” means the person or entity designated by the Company to administer
any portion of the Plan or transactions contemplated by the Plan as instructed by the Company. If
no such person or entity has been so designated, then “Administration Agent” means the Company.



(b) “Affiliate” means a corporation or other entity controlled by, controlling or under common
control with the Company.



(c) “Award” means a Stock Appreciation Right, Stock Option, Restricted Stock, Deferred Stock
Unit, or Other Stock-Based Award.



(d) “Award Cycle” means a period of consecutive fiscal years or portions thereof designated by
the Committee over which Deferred Stock Units are to be earned.



(e) “Award Agreement” means any written agreement, contract or other instrument or document
evidencing the grant of an Award.




(f) “Board” means the Board of Directors of the Company.



(g) “Cause” means, unless otherwise provided by the Committee in the terms and conditions of a
particular Award, (i) “Cause” pursuant to any Individual Agreement to which the Participant is a
party that is then in effect, or (ii) if there is no such Individual Agreement or if it does not
define Cause, termination of the Participant’s employment by the Company or any of its Affiliates
or Subsidiaries because of (A) the Participant’s commission or conviction of a felony under federal
law or the law of the state in which such action occurred, (B) the Participant’s dishonesty in the
course of fulfilling the Participant’s employment duties, (C) the Participant’s willful and
deliberate failure to perform his or her employment duties in any material respect, or (D) in the
case of a termination prior to a Change in Control, such other events as shall be determined by the
Committee. The Committee shall, unless otherwise provided in an Individual Agreement with the
Participant, have the sole discretion to determine whether “Cause” exists, and its determination
shall be final.



(h) “Change in Control” and “Change in Control Price” have the meanings set forth in Sections
11(b) and (c), respectively.



(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.




(j) “Commission” means the Securities and Exchange Commission or any successor agency.




(k) “Committee” means the Committee referred to in Section 2.




(l) “Common Stock” means the Common Stock, par value $.01 per share, of the Company.




(m) “Company” means Fairchild Semiconductor International, Inc., a Delaware corporation.



(n) “Covered Employee” means a Participant designated prior to the grant of Restricted Stock,
Deferred Stock Units or Other Stock-Based Awards granted pursuant to Section 10 or, if granted
subject to Performance Goals, Stock Options or Stock Appreciation Rights, by the Committee who is
or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year in
which the Company is expected to be entitled to a federal income tax deduction with respect to the
Award.




(o) “Deferred Stock Units” means an Award granted under Section 8.



(p) “Disability” means, unless otherwise provided by the Committee in the terms and conditions
of a particular Award, a Participant being considered “disabled” as defined in Section
409A(a)(2)(C) of the Code.



(q) “Early Retirement” means the termination of a Participant’s employment or service, by the
Participant or the Company, following which the Participant has no intention of engaging in, and
does not in fact subsequently engage in, full-time employment, after attaining age 55, if the
Participant’s elapsed years of continuous full-time service plus 55 equals 65 or more.



(r) “Effective Date” shall mean the date of approval of this plan by the stockholders of the
Company at their 2005 annual meeting.



(s) “Eligible Individuals” means Non-Employee Directors, officers, employees and consultants
of the Company or any of its Subsidiaries or Affiliates, and prospective officers, employees and
consultants who have accepted offers of employment or consultancy from the Company or its
Subsidiaries or Affiliates.



(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.




(u) “Exercise Price” shall have the meaning set forth in Section 5(d).




(v) “Freestanding Stock Appreciation Right” shall have the meaning set forth in Section 6(a).



(w) “Fair Market Value” means, as of any given date, the closing sales price on such date
during normal trading hours (or, if there are no reported sales on such date, on the last date
prior to such date on which there were sales) of the Common Stock on the New York Stock Exchange
Composite Tape or, if not listed on such exchange, on any other national securities exchange on
which the Common Stock is listed or on NASDAQ, in any case, as reporting in such source as the
Committee shall select. If there is no regular public trading market for such Common Stock, the
Fair Market Value of the Common Stock shall be determined by the Committee in good faith.



(x) “Good Reason” means a Termination of Employment for “Good Reason” pursuant to an
Individual Agreement to which the Participant is a party that is then in effect. If a Participant
does not have an Individual Agreement, or if it does not define Good Reason, no termination of that
Participant’s employment shall be considered to be for “Good Reason.”



(y) “Incentive Stock Option” means any Stock Option designated as, and qualified as, an
“incentive stock option” within the meaning of Section 422 of the Code.



(z) “Individual Agreement” means a written employment, consulting or similar agreement between
a Participant and the Company or one of its Subsidiaries or Affiliates.



(aa) “Non-Employee Director” means a member of the Board of the Company who is not also an
employee or an officer of the Company or any of its Subsidiaries or Affiliates.




(bb) “NonQualified Stock Option” means any Stock Option that is not an Incentive Stock Option.



(cc) “Normal Retirement” means retirement from active employment or service with the Company,
a Subsidiary or Affiliate at or after age 65.




(dd) “Other Stock-Based Award” means an Award granted pursuant to Section 10.



(ee) “Outside Director” means a member of the Board who qualifies as an “outside director”
within the meaning of Section 162(m) of the Code and as a “non-employee director” within the
meaning of Rule 16b-3 promulgated under the Exchange Act.



(ff) “Performance Goals” means the performance goals which may be established by the Committee
in connection with the grant of Restricted Stock, Deferred Stock Units, Stock Options, Stock
Appreciation Rights or Other Stock-Based Awards granted pursuant to Section 10. In the case of
Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified
levels of one or more of the following measures: earnings per share, revenues, net profit after
tax, gross profit, operating profit, earnings before interest, taxes, depreciation and amortization
(EBITDA), earnings before interest and taxes (EBIT), cash flow, asset quality, stock price
performance, unit volume, return on equity, change in working capital, return on capital or
shareholder return, and (ii) such Performance Goals shall be set by the Committee within the time
period prescribed by Section 162(m) of the Code and related regulations The Committee may
appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the
following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or
other such laws or provisions affecting reported results, (iv) accruals for reorganization and
restructuring programs and the effect of any discontinued operations reported in the Company’s
consolidated statement of operations, and (v) any extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Corporation’s annual report to
stockholders for the applicable year.



(gg) “Participant” means an Eligible Individual who has been granted an Award or to whom an
Award has been assigned or transferred pursuant to the Plan.



(hh) “Plan” means the Fairchild Semiconductor Stock Plan, as set forth herein and as
hereinafter amended in accordance herewith.



(ii) “Pre-Existing Plan” means this plan, as amended up to the Effective Date, but not
including amendments made on the Effective Date.



(jj) “Qualified Performance-Based Award” means an Award of Restricted Stock, Deferred Stock
Units, Stock Options, Stock Appreciation Rights or Other Stock-Based Awards granted pursuant to
Section 10 subject to Performance Goals designated as such by the Committee at the time of grant,
based upon a determination that (i) the recipient is or may be a “covered employee” within the
meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able
to claim a tax deduction with respect to such Restricted Stock or Deferred Stock Units and (ii) the
Committee wishes such Award to qualify for the Section 162(m) Exemption.




(kk) “Restricted Stock” means an Award granted under Section 7.



(ll) “Retirement” means Normal Retirement or Early Retirement. For the avoidance of doubt, the
definitions of Retirement herein are solely for the purposes of the Plan and for no other purpose.



(mm) “Rule 16b-3” means Rule 16b-3, as promulgated by the Commission under Section 16(b) of
the Exchange Act, as amended from time to time.



(nn) “Section 162(m) Exemption” means the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.



(oo) “Specified Employee” shall mean a “specified employee” as defined in Section
409A(a)(2)(B)(i) of the Code.




(pp) “Stock Appreciation Right” means an Award granted under Section 6.




(qq) “Stock Option” means an Award granted under Section 5.




(rr) “Strike Price” shall have the meaning set forth in Section 6(c)(ii).



(ss) “Subsidiary” means any corporation, partnership, joint venture or other entity during any
period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company.




(tt) “Tandem Stock Appreciation Right” shall have the meaning set forth in Section 6(a).



(uu) “Termination of Employment” means the termination of the Participant’s employment with,
or performance of services for, the Company and any of its Subsidiaries or Affiliates. A
Participant employed by, or performing services for, a Subsidiary or an Affiliate shall also be
deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter
become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate.
Temporary absences from employment because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of
Employment. For avoidance of doubt, a Participant who is an Eligible Individual and, without a
break-in-service, becomes an Eligible Individual of another type under the Plan (e.g., an employee
becomes a consultant) shall not be treated as having a Termination of Employment under the Plan.



SECTION 2. Administration



(a) The Plan shall be administered by the Compensation Committee or such other committee of
the Board as the Board may from time to time designate (the “Committee"), which shall be composed
of not less than three Outside Directors, each of whom shall be appointed by and serve at the
pleasure of the Board and be an “independent director” within the meaning of any New York Stock
Exchange rule or listing requirements with respect to such director’s duties hereunder.



(b) Except as provided in Section 8(c) with respect to Deferred Stock Units awarded to
Non-Employee Directors, the Committee shall have plenary authority to grant Awards, pursuant and
subject to the terms of the Plan, to Eligible Individuals.



(c) Among other things, the Committee shall have the authority, subject to the terms of the
Plan:




(i) To select the Eligible Individuals to whom Awards may be granted;




(ii) To determine whether and to what extent Incentive Stock Options, NonQualified Stock
Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock Units and Other Stock-Based
Awards or any combination thereof are to be granted hereunder;




(iii) To determine the number of shares of Common Stock to be covered by each Award granted
hereunder;




(iv) To determine the terms and conditions of any Award granted hereunder (including, but
not limited to, the Exercise Price of a Stock Option (subject to Section 5(d)(i)) or the Strike
Price of a Freestanding Stock Appreciation Right (subject to Section 6(c)(ii)), any vesting
condition, restriction or limitation, which may be related to the performance of the Participant,
the Company or any Subsidiary or Affiliate and any vesting acceleration or forfeiture waiver
regarding any Award and the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine, subject, in the case of Restricted Stock, to Section 7(c)(i) and (ii)
and, in the case of Deferred Stock Units, to Section 8(b)(i) and (ii);




(v) Subject to the other terms of this Plan, including without limitation Section 13 and 14,
to modify, amend or adjust the terms and conditions of any Award from time to time, including but
not limited to Performance Goals; provided, however, that the Committee may not adjust upwards
the amount payable with respect to a Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith in a manner that would violate Section 162(m) of the Code;




(vi) To determine to what extent and under what circumstances Common Stock and other amounts
payable with respect to an Award shall be deferred; and




(vii) To determine under what circumstances an Award may be settled in cash or Common Stock
under Sections 5(l), 5(m), 6(b)(ii), 6(c)(iv), 6(c)(xi) and 8(b)(iv).



(d) The Committee shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the Plan.



(e) The Committee may act only by a majority of its members then in office. Except to the
extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may
(i) allocate all or any portion of its responsibilities and powers to any one or more of its
members and (ii) delegate all or any part of its responsibilities and powers to any person or
persons selected by it (provided that no such delegation may be made that would cause Awards or
other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act or
cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to
qualify for, the Section 162(m) Exemption). Any such allocation or delegation may be revoked by the
Committee at any time.



(f) Any determination made by the Committee or pursuant to delegated authority pursuant to the
provisions of the Plan with respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award or, unless in contravention of any
express term of the Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding
on all persons, including the Company, its Subsidiaries, Affiliates, stockholders and Participants.



(g) Any authority granted to the Committee may also be exercised by the full Board, except to
the extent that the grant or exercise of such authority would cause any Award or transaction to
become subject to (or lose an exemption under) the short-swing profit recovery provisions of
Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award
not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the extent that
any permitted action taken by the Board conflicts with action taken by the Committee, the Board
action shall control.



SECTION 3. Common Stock Subject to Plan



(a) The maximum number of shares of Common Stock that may be delivered to Participants and
their beneficiaries under the Plan shall be equal to 26,698,489 shares, which is comprised of (i)
24,398,489 shares, the maximum number of shares authorized for issuance under outstanding awards
and awards available for grant on March 10, 2005 (including shares issued prior to such date upon
the exercise or settlement of Awards), plus (ii) 2,300,000 shares, the number of shares subject to
stockholder approval on the Effective Date. No Participant may be granted Stock Options and Stock
Appreciation Rights covering in excess of 2,000,000 shares of Common Stock in any fiscal year of
the Company. The total number of shares of Common Stock that can be delivered under the Plan in
connection with Awards of Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards
granted pursuant to Section 10, shall not exceed 2,110,000 (including 610,000 approved by
stockholders in 2004 and 1,500,000 subject to stockholder approval in 2005) during the term of the
Plan. Shares subject to an Award under the Plan may be authorized and unissued shares or may be
treasury shares.



(b) If any Award is forfeited, or if any Stock Option (and related Stock Appreciation Right,
if any) terminates, expires or lapses without being exercised, or if any Stock Appreciation Right
is exercised for cash, shares of Common Stock subject to such Awards shall again be available for
distribution in connection with Awards under the Plan. If any shares of Common Stock subject to an
award under the Pre-Existing Plan are forfeited or if any award under the Pre-Existing Plan based
on shares of Common Stock is settled for cash, or expires or otherwise is terminated without
issuance of such shares, the Common Stock subject to such award shall, to the extent of such cash
settlement, forfeiture or termination, be available for Awards under the Plan. Shares subject to an
Award under the Plan or the Pre-Existing Plan may not again be made available for issuance as
Awards under the Plan if such shares are: (i) shares that were subject to a stock-settled Stock
Appreciation Right and were not issued upon the net settlement or net exercise of such Stock
Appreciation Right, (ii) shares used to pay the exercise price or withholding taxes related to a
Stock Option or Stock Appreciation Right, or (iii) shares repurchased on the open market with the
proceeds of a Stock Option exercise. The maximum number of shares of Common Stock that may be
issued pursuant to Stock Options intended to be Incentive Stock Options shall be 1,000,000 shares.



(c) In the event of any change in corporate capitalization (including, but not limited to, a
change in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the Code) or any partial
or complete liquidation of the Company or any extraordinary cash or stock dividend, the Committee
or Board may make such substitution or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, and the maximum limitation upon the number of shares subject
to each type of Award that may be granted to any Participant, in the number, kind and Exercise
Price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number
and kind of shares subject to other outstanding Awards granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be appropriate in its sole discretion
(including without limitation the payment of an amount in cash therefor); provided, however, that
the number of shares subject to any Award shall always be a whole number. Such adjusted Exercise
Price shall also be used to determine the amount payable by the Company upon the exercise of any
Stock Appreciation Right associated with any Stock Option. Any adjustment under this Section 3(c)
need not necessarily be the same for all Participants.



SECTION 4. Eligibility



Awards may be granted under the Plan to Eligible Individuals, provided that the only Awards
that may be granted to Non-Employee Directors on or following the Effective Date shall be Deferred
Stock Units in accordance with Section 8(c).



SECTION 5. Stock Options



(a) Stock Options may be granted alone or in addition to other Awards granted under the Plan
and may be of two types: Incentive Stock Options and NonQualified Stock Options. Any Stock Option
granted under the Plan shall be in such form as the Committee may from time to time approve,
subject to the terms of the Plan.



(b) The Committee shall have the authority to grant any Participant Incentive Stock Options,
NonQualified Stock Options or both types of Stock Options (in each case with or without Stock
Appreciation Rights); provided, however, that grants hereunder are subject to the aggregate limit
on grants to individual Participants set forth in Section 3. Incentive Stock Options may be granted
only to employees of the Company and its subsidiaries or parent corporation (within the meaning of
Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive
Stock Option or even if so designated does not qualify as an Incentive Stock Option on or
subsequent to its grant date, it shall constitute a NonQualified Stock Option.



(c) Stock Options shall be evidenced by an Award Agreement, the terms and provisions of which
may differ. An Award Agreement shall indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a NonQualified Stock Option. The grant of a Stock Option shall
occur on the date or dates specified by the Committee for individuals to receive grants of Stock
Options. The Company shall notify an Eligible Individual of any grant of a Stock Option and a
written Award Agreement or agreements shall be duly executed and delivered by the Company to the
Participant. Such agreement or agreements shall become effective upon execution by the Company and
the Participant. If such an agreement is not executed by the Eligible Individual and returned to
the Company on or prior to 90 days after the date the Award Agreement is received by the Eligible
Individual (or such earlier date as the Committee may specify), such Stock Option shall terminate
unless the Committee shall determine otherwise.



(d) Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions as the Committee shall deem
desirable:




(i) Exercise price. The exercise price per share of Common Stock purchasable under a Stock
Option shall be determined by the Committee and set forth in the Award Agreement (the “Exercise
Price"). The Exercise Price for any Stock Option under the Plan shall not be less than the Fair
Market Value of the Common Stock subject to that Stock Option on the date of grant, except that
the Exercise Price of a Stock Option may be less than the Fair Market Value of the underlying
Common Stock on the date of grant if such Exercise Price is determined after the date of grant
based on the achievement of Performance Goals or the relative value of the Common Stock as
compared to an index of the capital stock of other companies determined by the Committee.




(ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but no
Stock Option shall be exercisable more than 10 years after the date the Stock Option is granted.




(iii) Exercisability. Except as otherwise provided herein, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined
by the Committee. If the Committee provides that any Stock Option is exercisable only in
installments, the Committee may at any time waive such installment exercise provisions, in whole
or in part, based on such factors as the Committee may determine, and the Committee may at any
time accelerate the exercisability of any Stock Option.



(e) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be
exercised, in whole or in part, at any time during the option term by giving notice of exercise to
the Administration Agent, specifying, by such written, electronic or other means as the
Administration Agent may specify with the agreement of the Company, the number of shares of Common
Stock subject to the Stock Option to be purchased. Such notice shall be accompanied by payment in
full of the Exercise Price by certified or bank check or such other instrument or means as the
Company may accept. If approved by the Committee, payment, in full or in part, may also be made in
the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned
by the Participant of the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided,
however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of
already owned shares of Common Stock of the same class as the Common Stock subject to the Stock
Option may be authorized only at the time the Stock Option is granted and provided, further, that
such already owned shares have been held by the Participant for at least six months at the time of
exercise or had been purchased on the open market. If approved by the Committee and permitted by
applicable law, payment in full or in part may also be made by delivering a properly executed
exercise notice to the Administration Agent, together with instructions to the Administration Agent
to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the
Exercise Price, and, if requested, by the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms, including but limited to the
Administration Agent. In addition, if approved by the Committee, payment in full or in part may
also be made by instructing the Committee to withhold a number of such shares having a Fair Market
Value on the date of exercise equal to the aggregate Exercise Price of such Stock Option. No shares
of Common Stock shall be issued until full payment therefor has been made. Except as otherwise
provided in Section 5(n) below, a Participant shall have all of the rights of a stockholder of the
Company holding the class or series of Common Stock that is subject to such Stock Option
(including, if applicable, the right to vote the shares and the right to receive dividends), when
the Participant has given written notice of exercise, has paid in full for such shares and, if
requested, has given the representation described in Section 16(a).



(f) Nontransferability of Stock Options. No Stock Option shall be transferable by the
Participant other than (i) by will or by the laws of descent and distribution (or other
testamentary distribution) or (ii) in the case of a NonQualified Stock Option granted to a
Non-Employee Director or member of the Company’s Executive Committee, if permitted by the
Committee, pursuant to a transfer to a trust or partnership solely for the benefit of a “family
member” for estate planning purposes. For purposes hereof, “family member” shall have the meaning
given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933
as amended, or any successor thereto. All Stock Options shall be exercisable, subject to the terms
of this Plan, only by the Participant, the guardian or legal representative of the Participant, or
any person to whom such option is transferred pursuant to this paragraph, it being understood that
the term “holder” and “Participant” include such guardian, legal representative and other
transferee; provided, however, that Termination of Employment shall continue to refer to the
Termination of Employment of the original Participant.



(g) Termination by Death. Unless otherwise determined by the Committee (including under an
Individual Agreement), if a Participant incurs a Termination of Employment by reason of death, any
Stock Option held by such Participant may thereafter be exercised, to the extent then exercisable,
or on such accelerated basis as the Committee may determine, for a period of five years (or such
other period as the Committee may specify in the Award Agreement) from the date of such death or
until the expiration of the stated term of such Stock Option, whichever period is the shorter.



(h) Termination by Reason of Disability. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment by
reason of Disability, any Stock Option held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for a period of five years (or such other period as the
Committee may specify in the Award Agreement) from the date of such Termination of Employment or
until the expiration of the stated term of such Stock Option, whichever period is the shorter;
provided, however, that if the Participant dies within such period, any unexercised Stock Option
held by such Participant shall, notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a period of at least
12 months from the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of Termination of Employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as
a NonQualified Stock Option.



(i) Termination by Reason of Retirement. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment by
reason of Retirement, any Stock Option held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of such Retirement, or on such
accelerated basis as the Committee may determine, for a period of five years (or such other period
as the Committee may specify in the Award Agreement) from the date of such Termination of
Employment or until the expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the Participant dies within such period any unexercised Stock
Option held by such Participant shall, notwithstanding the expiration of such period, continue to
be exercisable to the extent to which it was exercisable at the time of death for a period of at
least 12 months from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. In the event of Termination of Employment by reason
of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.



(j) Involuntary Termination Not for Cause. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment that
is involuntary on the part of the Participant and not for Cause or a result of death, Disability or
Retirement, any Stock Option held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of such termination, or on such
accelerated basis as the Committee may determine, for a period of 90 days (or such other period as
the Committee may specify in the Award Agreement) from the date of such Termination of Employment
or until the expiration of the stated term of such Stock Option, whichever period is the shorter.



(k) Other Termination. Unless otherwise determined by the Committee (including under an
Individual Agreement): (A) if a Participant incurs a Termination of Employment for Cause, all Stock
Options held by such Participant shall thereupon terminate; (B) if a Participant incurs a
Termination of Employment for any reason other than for Cause, death, Disability, Retirement or as
provided in the preceding Section 5(j), including a Termination of Employment that is voluntary on
the part of the Participant and not involving Retirement, any Stock Option held by such Participant
may thereafter be exercised by the Participant, to the extent it was exercisable at the time of
such termination, or on such accelerated basis as the Committee may determine, for a period of 30
days (or such other period as the Committee may specify in the Award Agreement) from the date of
such Termination of Employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. Notwithstanding any other provision of this Plan to the contrary,
in the event that, during the 24-month period following a Change in Control, a Participant incurs a
Termination of Employment (1) by the Company other than for Cause or (2) by reason of the
Participant’s resignation for Good Reason, any Stock Option held by such Participant may thereafter
be exercised by the Participant, to the extent it was exercisable at the time of termination, or on
such accelerated basis as the Committee may determine, for (x) the longer of (i) one year from such
date of termination or (ii) such other period as may be provided in the Plan for such Termination
of Employment or as the Committee may provide in the Award Agreement or any Individual Agreement,
or (y) until expiration of the stated term of such Stock Option, whichever period is the shorter.
If an Incentive Stock Option is exercised after the expiration of the post-termination exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.



(l) Cashing Out of Stock Option. On receipt of written notice of exercise, the Committee may
elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option
is being exercised by paying the Participant an amount, in cash or Common Stock, equal to the
excess of the Fair Market Value of the Common Stock over the Exercise Price times the number of
shares of Common Stock for which the Option is being exercised on the effective date of such
cash-out.



(m) Change in Control Cash-Out. Notwithstanding any other provision of the Plan, during the
60-day period from and after a Change in Control (the “Exercise Period"), if the Committee shall
determine at the time of grant or thereafter, a Participant shall have the right, whether or not
the Stock Option is fully exercisable and in lieu of the payment of the Exercise Price for the
shares of Common Stock being purchased under the Stock Option and by giving notice to the Company,
to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company
and to receive cash, within 30 days of such election, in an amount equal to the amount by which the
Change in Control Price per share of Common Stock on the date of such election shall exceed the
Exercise Price per share of Common Stock under the Stock Option multiplied by the number of shares
of Common Stock granted under the Stock Option as to which the right granted under this Section
5(m) shall have been exercised.



(n) Deferral of Option Shares. The Committee may from time to time establish procedures
pursuant to which a Participant may elect to defer, until a time or times later than the exercise
of an Option, receipt of all or a portion of the shares of Common Stock subject to such Option
and/or to receive cash at such later time or times in lieu of such deferred shares, all on such
terms and conditions as the Committee shall determine. If any such deferrals are permitted, then,
notwithstanding Section 5(e) above, a Participant who elects such deferral shall not have any
rights as a stockholder with respect to such deferred shares unless and until shares are actually
delivered to the Participant with respect thereto, except to the extent otherwise determined by the
Committee. Notwithstanding anything in this Section 5(n) to the contrary, a Participant shall not
be allowed to effect a deferral pursuant to this Section 5(n) if the Committee determines, in its
sole discretion, that the terms for such deferral could result in the imposition of the additional
tax under Section 409A(a)(1)(B) of the Code on the Participant.



SECTION 6. Stock Appreciation Rights



(a) Grant and Exercise. Stock Appreciation Rights may be granted alone (“Freestanding Stock
Appreciation Rights”) or in conjunction with all or part of any Stock Option granted under the Plan
(“Tandem Stock Appreciation Rights”).



(b) Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined by the Committee,
including the following:




(i) Relationship to Related Stock Option. A Stock Appreciation Right granted in conjunction
with a NonQualified Stock Option may be granted either at or after the time of grant of such
Stock Option. A Stock Appreciation Right granted in conjunction with an Incentive Stock Option
may be granted only at the time of grant of such Stock Option. Tandem Stock Appreciation Rights
shall be exercisable only at such time or times and to the extent that the Stock Options to which
they relate are exercisable in accordance with the provisions of Section 5.




(ii) Settlement. Upon the exercise of a Tandem Stock Appreciation Right, a Participant
shall be entitled to receive an amount in cash, shares of Common Stock or a combination of cash
and shares, equal to (A) the excess of the Fair Market Value of one share of Common Stock on the
date of exercise over the Exercise Price per share specified in the related Stock Option
multiplied by (B) the number of shares of Common Stock in respect of which such Stock
Appreciation Right shall have been exercised, with the Committee having the right to determine
the form of payment. The Committee may from time to time establish procedures pursuant to which a
Participant may elect to further defer receipt of cash or shares in settlement of Tandem Stock
Appreciation Rights for a specified period or until a specified event, all on such terms and
conditions as the Committee shall determine.




(iii) Nontransferability. Tandem Stock Appreciation Rights shall be transferable only to
the extent that the underlying Stock Option is transferable pursuant to Section 5(f).




(iv) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by a
Participant by surrendering the applicable portion of the related Stock Option in accordance with
procedures established by the Committee. Upon such exercise and surrender, the Participant shall
be entitled to receive an amount determined in the manner prescribed by Section 6(b)(ii). Stock
Options which have been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised. Any Tandem Stock Appreciation Right shall
terminate and no longer be exercisable upon the termination or exercise of the related Stock
Option.



(c) Terms and Conditions of Freestanding Stock Appreciation Rights. Freestanding Stock
Appreciation Rights shall be subject to such terms and conditions as shall be determined by the
Committee, including the following:




(i) Term. The Committee shall determine the stated term of each Freestanding Stock
Appreciation Right granted under this Plan but no Freestanding Stock Appreciation Right shall be
exercisable more than ten years after the date that the Freestanding Stock Appreciation Right is
granted.




(ii) Strike Price. Unless provided otherwise by the Committee, the strike price (the
“Strike Price") per share of Common Stock subject to a Freestanding Stock Appreciation Right
shall be determined by the Committee and set forth in the Award Agreement. The Strike Price for
any Freestanding Stock Appreciation Right under the Plan shall not be less than the Fair Market
Value of the Common Stock subject to that Freestanding Stock Appreciation Right on the date of
grant, except that (1) the Strike Price may be less than the Fair Market Value of the Common
Stock underlying the Freestanding Stock Appreciation Right on the date of grant and equal to or
greater than 85% of the Fair Market Value of the Common Stock underlying the Freestanding Stock
Appreciation Right on the date of grant if the Freestanding Stock Appreciation Right is expressly
granted in lieu of an amount of salary or cash bonus equal to or greater than the difference
between (A) the aggregate Fair Market Value of the Common Stock underlying the Freestanding Stock
Appreciation Right on the date of grant and (B) the aggregate Strike Price of the Freestanding
Stock Appreciation Right and (2) the Strike Price of a Freestanding Stock Appreciation Right may
be less than the Fair Market Value of the underlying Common Stock on the date of grant if such
Strike Price is determined after the date of grant based on the achievement of Performance Goals
or the relative value of the Common Stock as compared to an index of the capital stock of other
companies determined by the Committee.




(iii) Exercisability. Except as otherwise provided herein, Freestanding Share Appreciation
Rights shall be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee, and the Committee may at any time accelerate the
exercisability of any Stock Appreciation Right. If the Committee provides that any Stock
Appreciation Right is exercisable only in installments, the Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such factors as the Committee may
determine.




(iv) Settlement. Upon the exercise of a Freestanding Stock Appreciation Right, a
Participant shall be entitled to receive an amount in cash, shares of Common Stock or a
combination of cash and shares, equal to (A) the excess of the Fair Market Value of one share of
Common Stock over the applicable Strike Price multiplied by (B) the number of shares of Common
Stock in respect of which the Freestanding Stock Appreciation Right shall have been exercised,
with the Committee having the right to determine the form of payment.




(v) Nontransferability. No Freestanding Stock Appreciation Right shall be transferable by a
Participant other than (i) by will or by the laws of descent and distribution (or other
testamentary distribution) or (ii) if permitted by the Committee, pursuant to a transfer by a
Non-Employee Director or member of the Company’s Executive Committee to a trust or partnership
solely for the benefit of a “family member” for estate planning purposes. All Freestanding Stock
Appreciation Rights shall be exercisable, subject to the terms of this Plan, only by the
Participant, the guardian or legal representative of the Participant, or any person to whom such
Freestanding Stock Appreciation Right is transferred pursuant to this paragraph, it being
understood that the terms “holder” and “Participant” include such guardian, legal representative
and other transferee; provided, however, that the term “Termination of Employment” shall continue
to refer to the Termination of Employment of the original Participant.




(vi) Termination by Death. Unless otherwise determined by the Committee (including under an
Individual Agreement), if a Participant incurs a Termination of Employment by reason of death,
any Freestanding Stock Appreciation Right held by such Participant may thereafter be exercised,
to the extent then exercisable, or on such accelerated basis as the Committee may determine, for
a period of five years (or such other period as the Committee may specify in the Award Agreement)
from the date of such death or until the expiration of the stated term of such Stock Appreciation
Right, whichever period is the shorter.




(vii) Termination by Reason of Disability. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment by
reason of Disability, any Freestanding Stock Appreciation Right held by such Participant may
thereafter be exercised by the Participant, to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Committee may determine, for a period of five
years (or such other period as the Committee may specify in the Award Agreement) from the date of
such Termination of Employment or until the expiration of the stated term of such Freestanding
Stock Appreciation Right, whichever period is the shorter; provided, however, that if the
Participant dies within such period, any unexercised Freestanding Stock Appreciation Right held
by such Participant shall, notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a period of at
least 12 months from the date of such death or until the expiration of the stated term of such
Freestanding Stock Appreciation Right, whichever period is the shorter.




(viii) Termination by Reason of Retirement. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment by
reason of Retirement, any Freestanding Stock Appreciation Right held by such Participant may
thereafter be exercised by the Participant, to the extent it was exercisable at the time of such
Retirement, or on such accelerated basis as the Committee may determine, for a period of five
years (or such other period as the Committee may specify in the Award Agreement) from the date of
such Termination of Employment or until the expiration of the stated term of such Freestanding
Stock Appreciation Right, whichever period is the shorter; provided, however, that if the
Participant dies within such period any unexercised Freestanding Stock Appreciation Right held by
such Participant shall, notwithstanding the expiration of such period, continue to be exercisable
to the extent to which it was exercisable at the time of death for a period of at least 12 months
from the date of such death or until the expiration of the stated term of such Freestanding Stock
Appreciation Right, whichever period is the shorter.




(ix) Involuntary Termination Not for Cause. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination of Employment
that is involuntary on the part of the Participant and not for Cause or a result of death,
Disability or Retirement, any Freestanding Stock Appreciation Right held by such Participant may
thereafter be exercised by the Participant, to the extent it was exercisable at the time of such
termination, or on such accelerated basis as the Committee may determine, for a period of 90 days
(or such other period as the Committee may specify in the Award Agreement) from the date of such
Termination of Employment or until the expiration of the stated term of such Freestanding Stock
Appreciation Right, whichever period is the shorter.




(x) Other Termination. Unless otherwise determined by the Committee (including under an
Individual Agreement): (A) if a Participant incurs a Termination of Employment for Cause, all
Freestanding Stock Appreciation Rights held by such Participant shall thereupon terminate; (B) if
a Participant incurs a Termination of Employment for any reason other than for Cause, death,
Disability, Retirement or as provided in the preceding Section 6(c)(ix), including a Termination
of Employment that is voluntary on the part of the Participant and not involving Retirement, any
Freestanding Stock Appreciation Right held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of such termination, or on such
accelerated basis as the Committee may determine, for a period of 30 days (or such other period
as the Committee may specify in the Award Agreement) from the date of such Termination of
Employment or until the expiration of the stated term of such Freestanding Stock Appreciation
Right, whichever period is the shorter. Notwithstanding any other provision of this Plan to the
contrary, in the event that, during the 24-month period following a Change in Control, a
Participant incurs a Termination of Employment (1) by the Company other than for Cause or (2) by
reason of the Participant’s resignation for Good Reason, any Freestanding Stock Appreciation
Right held by such Participant may thereafter be exercised by the Participant, to the extent it
was exercisable at the time of termination, or on such accelerated basis as the Committee may
determine, for (x) the longer of (i) one year from such date of termination or (ii) such other
period as may be provided in the Plan for such Termination of Employment or as the Committee may
provide in the Award Agreement or any Individual Agreement, or (y) until expiration of the stated
term of such Freestanding Stock Appreciation Right, whichever period is the shorter.




(xi) Change in Control Cash-Out. Notwithstanding any other provision of the Plan, during
the Exercise Period, if the Committee shall determine at the time of grant or thereafter, a
holder of a Freestanding Stock Appreciation Right shall have the right, whether or not such Stock
Appreciation Right is fully exercisable, to surrender (during the Exercise Period) all or part of
such Stock Appreciation Right to the Company and to receive cash, within 30 days of such
election, in an amount equal to (A) the amount by which the Change in Control Price per share of
Common Stock on the date of such election shall exceed the Strike Price under such Stock
Appreciation Right multiplied by (B) the number of shares of Common Stock subject to the Stock
Appreciation Right as to which the right granted under this Section 6(c)(xi) shall have been
exercised.




(xii) Deferral. The Committee may from time to time establish procedures pursuant to which
a Participant may elect to further defer receipt of cash or shares in settlement of Freestanding
Stock Appreciation Rights for a specified period or until a specified event, subject in each case
to the Committee’s approval and to such terms as are determined by the Committee. Notwithstanding
anything in this Section 6(c)(xii) to the contrary, a Participant shall not be allowed to effect
a deferral pursuant to this Section 6(c)(xii) if the Committee determines, in its sole
discretion, that the terms for such deferral could result in the imposition of the additional tax
under Section 409A(a)(1)(B) of the Code on the Participant.



SECTION 7. Restricted Stock



(a) Administration. Shares of Restricted Stock may be awarded either alone or in addition to
other Awards granted under the Plan. The Committee shall determine Eligible Individuals to whom and
the time or times at which grants of Restricted Stock will be awarded, the number of shares to be
awarded to any Eligible Individual or the formula for determining such number, the conditions for
vesting, the time or times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards, in addition to those contained in Section 7(c). The total
number of shares of Common Stock that can be delivered under the Plan in connection with Awards of
Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards granted pursuant to Section
10, shall not exceed 2,110,000 (including 610,000 approved by stockholders in 2004 and 1,500,000
subject to stockholder approval in 2005) during the term of the Plan. No more than 500,000 shares
of Restricted Stock that are Qualified Performance Based Awards may be granted to any Participant
in any fiscal year of the Company.



(b) Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as
the Committee may deem appropriate, including book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award, substantially in the following form:




“The transferability of this certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture) of the Fairchild Semiconductor Stock Incentive
Plan and a Award Agreement. Copies of such Plan and Agreement are on file at the offices of
Fairchild Semiconductor International, Inc., 82 Running Hill Road, South Portland, Maine.



The Committee may require that the certificates evidencing such shares be held in custody by
the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award
of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank,
relating to the Common Stock covered by such Award.



(c) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms
and conditions:




(i) The Committee may, prior to or at the time of grant, designate an Award of Restricted
Stock as a Qualified Performance-Based Award, in which event it shall condition the grant,
vesting or settlement, as applicable, of such Restricted Stock upon the attainment of Performance
Goals and may also condition the grant or vesting thereof upon the continued service of the
Participant with the Company, its Subsidiaries or Affiliates. If the Committee does not designate
an Award of Restricted Stock as a Qualified Performance-Based Award, it may nonetheless condition
the grant, vesting or settlement thereof upon the attainment of Performance Goals and/or the
continued service of the Participant with the Company, its Subsidiaries or Affiliates. Pursuant
to this Section 7(c)(i), the Committee may specify in any Restricted Stock Award that the level
of achievement versus pre-established Performance Goals will determine the number of shares of
Restricted Stock granted, issued, retainable and/or vested. The conditions for grant or vesting
and the other provisions of Restricted Stock Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each recipient. The Committee shall not
waive, in whole or in part, any Performance Goals or any restrictions applicable to a Restricted
Stock Award, except pursuant to Section 11 or in connection with the Participant’s Termination of
Employment by reason of the Participant’s death, Disability, or Termination of Employment by the
Company without Cause or by the Participant for Good Reason.




(ii) Subject to the terms of the Plan, any Award of Restricted Stock shall be subject to
vesting during a restriction period (the “Restriction Period") of at least three years following
the date of grant, provided that an Award may vest in installments ratably over the course of the
Restriction Period and except that if the grant, vesting, settlement or other terms of an Award
are subject to Performance Goals and/or the level of achievement versus such Performance Goals,
the grant, issuance, retention and/or vesting of such Awards shall be based upon a performance
period of not less than one year. In addition, continued service with the Company or any of its
Subsidiaries or Affiliates through the vesting date or dates shall also be a condition to
vesting, except pursuant to Section 11 or in connection with the Participant’s Termination of
Employment by reason of the Participant’s death, Disability, or Termination of Employment by the
Company without Cause or by the Participant for Good Reason. During the Restriction Period, and
until the later of (i) the expiration of the Restriction Period and (ii) the date the applicable
Performance Goals (if any) are satisfied and their satisfaction is certified by the Committee,
the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
unvested shares of Restricted Stock; provided that, to the extent permitted by law, the foregoing
shall not prevent a Participant from pledging Restricted Stock as security for a loan, the sole
purpose of which is to provide funds to pay the Exercise Price for Stock Options.




(iii) Except as provided in this paragraph (iii) and Sections 7(c)(i) and 7(c)(ii) or the
Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all
of the rights of a stockholder of the Company holding the class or series of Common Stock that is
the subject of the Restricted Stock, including, if applicable, the right to vote the shares and
the right to receive any cash dividends. If so determined by the Committee in the applicable
Award Agreement and subject to Section 16(e) of the Plan, (A) cash dividends on the class or
series of Common Stock that is the subject of the Restricted Stock Award shall be automatically
deferred and reinvested in additional Restricted Stock, held subject to the vesting of the
underlying Restricted Stock, or held subject to meeting Performance Goals applicable only to
dividends, and (B) dividends payable in Common Stock (or other securities) shall be paid in the
form of Restricted Stock of the same class as the Common Stock (or other securities) with which
such dividend was paid, held subject to the vesting of the underlying Restricted Stock, or held
subject to meeting Performance Goals applicable only to dividends; provided, that, to the extent
provided in an Award Agreement, the Committee may determine to treat such dividends in a
different manner.




(iv) Except to the extent otherwise provided in the applicable Award Agreement or Section
7(c)(i), 7(c)(ii) or 11(a)(ii), upon a Participant’s Termination of Employment for any reason
during the Restriction Period or before the applicable Performance Goals are satisfied, all
 shares still subject to restriction shall be forfeited by the Participant.




(v) If and when any applicable Performance Goals are satisfied and the Restriction Period
expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such
 shares shall be delivered to the Participant upon surrender of the legended certificates.




(vi) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.



SECTION 8. Deferred Stock Units



(a) Administration. Deferred Stock Units may be awarded either alone or in addition to other
Awards granted under the Plan. The Committee shall determine the Eligible Individuals to whom and
the time or times at which Deferred Stock Units shall be awarded, the number of Deferred Stock
Units to be awarded to any Eligible Individual or the formula or Performance Goals for determining
the number of Deferred Stock Units to be awarded, the conditions for vesting, the time or times
within which such Awards may be subject to forfeiture, the duration of the Award Cycle and any
other terms and conditions of the Award, in addition to those contained in Section 8(b). The total
number of shares of Common Stock that can be delivered under the Plan in connection with Awards of
Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards granted pursuant to Section
10, shall not exceed 2,110,000 (including 610,000 approved by stockholders in 2004 and 1,500,000
subject to stockholder approval in 2005) during the term of the Plan. No more than 500,000 Deferred
Stock Units that are Qualified Performance Based Awards may be granted to any Participant in any
fiscal year of the Company.



(b) Terms and Conditions. Deferred Stock Units Awards shall be subject to the following terms
and conditions:




(i) The Committee may, prior to or at the time of the grant, designate Deferred Stock Units
as Qualified Performance-Based Awards, in which event it shall condition the grant, vesting or
settlement thereof upon the attainment of Performance Goals and may also condition the grant,
vesting or settlement thereof upon the continued service of the Participant with the Company, its
Subsidiaries or Affiliates. If the Committee does not designate Deferred Stock Units as Qualified
Performance-Based Awards, it may nonetheless condition the grant, vesting or settlement thereof
upon the attainment of Performance Goals and/or the continued service of the Participant with the
Company, its Subsidiaries or Affiliates. Pursuant to this Section 8(b)(i), the Committee may
specify in any Deferred Stock Unit Award that the level of achievement versus pre-established
Performance Goals will determine the number of Deferred Stock Units granted, issued, retainable
and/or vested. The provisions of such Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each recipient. The Committee shall not
waive, in whole or in part, any Performance Goals or any restrictions applicable to a Deferred
Stock Unit, except pursuant to Section 11 or in connection with the Participant’s Termination of
Employment by reason of the Participant’s death, Disability, or Termination of Employment by the
Company without Cause or by the Participant for Good Reason.




(ii) Subject to the terms of the Plan, any Award of Deferred Stock Units shall be subject to
vesting during a restriction period (the “Restriction Period") of at least three years following
the date of grant, provided that an Award may vest in installments ratably over the course of the
Restriction Period and provided further that if the grant, vesting, settlement or other terms of
a Deferred Stock Unit Award is subject to Performance Goals and/or the level of achievement
versus such Performance Goals, such terms shall be based upon a performance period of not less
than one year. In addition, continued service with the Company or any of its Subsidiaries or
Affiliates through the vesting date or dates shall also be a condition to vesting, except
pursuant to Section 11 or in connection with the Participant’s Termination of Employment by
reason of the Participant’s death, Disability, or Termination of Employment by the Company
without Cause or by the Participant for Good Reason.




(iii) A Participant may elect to further defer receipt of cash or shares in settlement of
Deferred Stock Units for a specified period or until a specified event, subject in each case to
the Committee’s approval and to such terms as are determined by the Committee. Unless otherwise
provided by the Committee, such election must generally be made prior to commencement of the
Award Cycle for the Deferred Stock Units in question. Notwithstanding anything in this Section
8(b)(iii) to the contrary, with respect to any portion of any Award of Deferred Stock Units that
was not vested as of December 31 2004, any further deferral pursuant to this Section 8(b)(iii)
must comply with the requirements of Section 409A(a)(4)(C), to the extent applicable.




(iv) At the expiration of the Award Cycle, the Committee shall evaluate the Company’s
performance in light of any Performance Goals for such Award, and shall determine the number of
Deferred Stock Units granted to the Participant which have been earned, and the Committee shall
then cause to be delivered (A) a number of shares of Common Stock equal to the number of Deferred
Stock Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market
Value of such number of shares of Common Stock, or (C) a combination of cash and shares of Common
Stock equal to the Fair Market Value of the number of Deferred Stock Units determined by the
Committee to have been earned, as the Committee shall elect (subject to any deferral pursuant to
Section 8(b)(iii)).




(v) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.



(c) Deferred Stock Units for Non-Employee Directors. Each Non-Employee Director shall
receive an Award of not more than 10,000 Deferred Stock Units, as determined by the Board upon the
recommendation of the Committee, upon his or her first election or appointment to the Board, which
Award (i) shall vest ratably over the three-year period immediately following the date of grant,
except that the Award shall vest in full upon the Non-Employee Director’s Retirement, and (ii)
shall be settled upon the first to occur of (A) the termination of the Non-Employee Director’s
service as a member of the Board (including, without limitation, as a result of the director’s
death or disability) other than as a result of removal for cause under applicable law or (B) the
date chosen by the director at the time of the Award, which date must be a minimum of three years
after the date of grant, or such longer minimum period as established by the Committee. In
addition, each Non-Employee Director shall receive an annual Award of not more than 10,000 Deferred
Stock Units, as determined by the Board upon the recommendation of the Committee, which Award (i)
shall vest ratably over the three-year period immediately following the date of grant, except that
the Award shall vest in full upon the Non-Employee Director’s Retirement, and (ii) shall be settled
upon the first to occur of (A) the termination of the Non-Employee Director’s service as a member
of the Board (including, without limitation, as a result of the director’s death or disability)
other than as a result of removal for cause under applicable law or (B) the date chosen by the
director at the time of the Award, which date must be a minimum of three years after the date of
grant, or such longer minimum period as established by the Committee. Awards to Non-Employee
Directors shall be made only in accordance with the foregoing terms, and, except as specifically
provided in this Plan, neither the Committee nor the Board shall have any authority or discretion
with respect to such Awards.



SECTION 9. Tax Offset Bonuses



At the time an Award is made hereunder or at any time thereafter, the Committee may grant to
the Participant receiving such Award the right to receive a cash payment in an amount specified by
the Committee, to be paid at such time or times (if ever) as the Award results in compensation
income to the Participant, for the purpose of assisting the Participant to pay the resulting taxes,
all as determined by the Committee and on such other terms and conditions as the Committee shall
determine.



SECTION 10. Other Stock-Based Awards



Other Awards of Common Stock and other Awards that are valued in whole or in part by reference
to, or are otherwise based upon, Common Stock, including (without limitation) dividend equivalents
and convertible debentures, may be granted either alone or in conjunction with other Awards granted
under the Plan. The total number of shares of Common Stock that can be delivered under the Plan in
connection with Awards of Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards
granted pursuant to this Section 10, shall not exceed 2,110,000 (including 610,000 approved by
stockholders in 2004 and 1,500,000 subject to stockholder approval in 2005) during the term of the
Plan. No more than 500,000 shares of Common Stock subject to Other Stock-Based Awards that are
Qualified Performance Based Awards may be granted to any Participant in any fiscal year of the
Company. In addition, any Other Stock-Based Award granted pursuant to this Section 10 must, subject
to the other terms of the Plan, either (i) be subject to vesting during a restriction period (the
“Restriction Period") of at least three years following the date of grant, provided that such an
Award may vest in installments ratably over the course of the Restriction Period (except that, if
vesting is based on Performance Goals, no part of the Award may vest before the first anniversary
of the date of grant) or (ii) be granted in lieu of cash compensation payable to the Participant.



SECTION 11. Change in Control Provisions



(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless
otherwise provided in an Award Agreement, in the event of a Change in Control:




(i) any Stock Options and Stock Appreciation Rights outstanding as of the date such Change
in Control occurs, and which are not then exercisable and vested, shall become fully exercisable
and vested;




(ii) the restrictions and deferral limitations applicable to any Restricted Stock
outstanding as of the date such Change in Control shall lapse, and such Restricted Stock shall
become free of all restrictions and become fully vested and transferable; and




(iii) all Deferred Stock Units outstanding as of the date such Change in Control shall be
considered to be earned and payable in full, and any deferral or other restrictions shall lapse
and such Deferred Stock Units shall be settled in cash as promptly as is practicable following
the Change in Control.



Notwithstanding the foregoing, in no event shall the treatment specified in this Section
11(a)(i), (ii) and (iii) apply with respect to an Award prior to the earliest to occur of (A) the
date such amounts would have been distributed in the absence of the Change in Control, (B) a
Participant’s “separation from service” (as defined under Section 409A of the Code) with the
Company (or six months thereafter for Specified Employees), (C) the Participant’s death or
“disability” (as defined in Section 409A(a)(2)(C) of the Code), or (D) a “change in the ownership
or effective control” of the Company or in the “ownership of a substantial portion of the assets”
of the Company within the meanings ascribed to such terms in Treasury Department regulations issued
under Section 409A of the Code, if and to the extent that the Committee determines, in its sole
discretion, that the effect of such treatment prior to the time specified in this Section 11(a)(A),
(B), (C) or (D) would be the imposition of the additional tax under Section 409A(a)(1)(B) of the
Code on a Participant holding such Award.



(b) Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall
mean the happening of any of the following events:




(i) An acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person") resulting in such Person having beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock") or (2) 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: (1) 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 the Company, (2) Any acquisition by the
Company, (3) Any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company, or (4) Any acquisition
pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of
this Section 11(b); or




(ii) A change in the composition of the Board such that the individuals who, as of the
Effective Date, 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 Section 11(b), that any individual who becomes a member of the
Board subsequent to the Effective Date, whose election, or nomination for election by the
Company’s stockholders, 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-12(c) 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




(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company or the acquisition of the shares or
assets of another entity (“Corporate Transaction”); excluding, however, such a Corporate
Transaction pursuant to which (1) 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
(or equity interests), and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors (or equivalent governing body, if
applicable), as the case may be, of the entity resulting from such Corporate Transaction
(including, without limitation, an entity 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, (2) no Person (other than the Company, any employee benefit plan
(or related trust) of the Company or such entity resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of
common stock (or equity interests) of the entity 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 (or equivalent governing body, if applicable) except to
the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals
who were members of the Incumbent Board will constitute at least a majority of the members of the
board of directors (or equivalent governing body, if applicable) of the entity resulting from
such Corporate Transaction; or




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



(c) Change in Control Price. For purposes of the Plan, “Change in Control Price” means the
higher of (i) the highest reported sales price, regular way, of a share of Common Stock in any
transaction reported on the New York Stock Exchange Composite Tape or other national exchange on
which such shares are listed or on NASDAQ during the 60-day period prior to and including the date
of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer
or a Corporate Transaction, the highest price per share of Common Stock paid in such tender or
exchange offer or Corporate Transaction; provided, however, that in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be in all cases the Fair Market Value of the Common Stock on the date such Incentive
Stock Option or Stock Appreciation Right is exercised. To the extent that the consideration paid in
any such transaction described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall be determined in
the sole discretion of the Board.



SECTION 12. Forfeiture of Awards



Notwithstanding anything in the Plan to the contrary, the Committee may, in its sole
discretion, in the event of serious misconduct by a Participant (including, without limitation, any
misconduct prejudicial to or in conflict with the Company or its Subsidiaries or Affiliates, or any
Termination of Employment for Cause or in the event that a Participant incurs a Termination of
Employment for Early Retirement and subsequently engages in full-time employment), or any activity
of a Participant in competition with the business of the Company or any Subsidiary or Affiliate,
(a) cancel any outstanding Award granted to such Participant, in whole or in part, whether or not
vested or deferred, or (b) following the exercise or payment of an Award within a period specified
by the Committee, require such Participant 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 Committee. Any repayment obligation may be satisfied in Common Stock or
cash or a combination thereof (based upon the Fair Market Value of Common Stock on the day of
payment), and the Committee may provide for an offset to any future payments owed by the Company or
any Subsidiary or Affiliate to the Participant if necessary to satisfy the repayment obligation.
The determination of whether a Participant has engaged in a serious breach of conduct or any
activity in competition with the business of the Company or any Subsidiary or Affiliate shall be
determined by the Committee in good faith and in its sole discretion. This Section 12 shall have no
application following a Change in Control.



SECTION 13. Prohibition on Repricing Stock Options Without Stockholder Approval



Except for adjustments pursuant to Section 3(c), in no event may any Stock Option granted
under this Plan (a) be amended to decrease the Exercise Price thereof, or cancelled (either
immediately or after any period of time) in conjunction with the grant of any new Stock Option with
a lower Exercise Price, whether or not such actions would be considered a “repricing” for
accounting purposes, or (b) be subject to any action that would be treated, for accounting
purposes, as a “repricing” of such Stock Option, unless such amendment, cancellation or action
under either of clauses (a) or (b) is duly approved by the stockholders of the Company in
accordance with all applicable laws, regulations and stock exchange rules and listing standards.



SECTION 14. Term; Replacement of Pre-Existing Plan; Amendment and Termination



(a) The Plan will terminate on the tenth anniversary of the Effective Date. Under the Plan,
Awards outstanding as of such date shall not be affected or impaired by the termination of the
Plan.



(b) As of the Effective Date, the Plan amends and replaces the Pre-Existing Plan to the extent
permitted by the terms of the Pre-Existing Plan. The amendment and restatement of the Plan approved
by the Board on March 16, 2005, subject to the approval of stockholders at the 2005 annual meeting
of stockholders, shall not apply (and instead the terms of the Plan existing immediately prior to
this amendment and restatement shall apply) to Awards under the Plan that were both outstanding and
vested as of December 31, 2004, if and to the extent that the application of this amendment and
restatement would be deemed a “material modification” of such Awards within the meaning of Section
409A of the Code. The Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time; provided, however, that (i) no material amendment or alteration shall
be made without stockholder approval,(ii) no immaterial amendment or alteration, or any suspension,
discontinuation or termination shall be made without stockholder approval, if such approval is
required by law, regulation or applicable stock exchange rule, or if the Board deems such approval
to be necessary or desirable to qualify for or comply with any tax, applicable law, stock exchange,
accounting or regulatory requirement, and (iii) except as required by applicable law or stock
exchange or accounting rules, no amendment, alteration, suspension, discontinuation or termination
shall be made without the consent of the affected Participant, if such action would impair the
rights of such Participant under any outstanding Award, or shall cause a Qualified
Performance-Based Award to cease to qualify for the Section 162(m) Exemption. Notwithstanding
anything to the contrary herein, the Committee or Board may amend or alter the Plan in such manner
as may be necessary so as to have the Plan conform to local rules and regulations in any
jurisdiction outside the United States.



SECTION 15. Unfunded Status of Plan



It is presently intended that the Plan constitute an “unfunded” plan for incentive and
deferred compensation. The Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the “unfunded” status of the Plan.



SECTION 16. General Provisions



(a) Representation. The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to the distribution thereof. The certificates for such shares
may include any legend which the Committee deems appropriate to reflect any restrictions on
transfer.



Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the
Company shall not be required to issue or deliver any certificate or certificates for shares of
Common Stock under the Plan prior to fulfillment of all of the following conditions:




(1) Listing or approval for listing upon notice of issuance, of such shares on the New York
Stock Exchange, Inc., or such other securities exchange as may at the time be the principal
market for the Common Stock;




(2) Any registration or other qualification of such shares of the Company under any state or
federal law or regulation, or the maintaining in effect of any such registration or other
qualification which the Committee shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and




(3) Obtaining any other consent, approval, or permit from any state or federal governmental
agency which the Committee shall, in its absolute discretion after receiving the advice of
counsel, determine to be necessary or advisable.



(b) No Limit on Other Arrangements. Nothing contained in the Plan shall prevent the Company
or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its
employees.



(c) No Contract of Employment. The Plan shall not constitute a contract of employment, and
adoption of the Plan shall not confer upon any employee any right to continued employment, nor
shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to
terminate the employment of any employee at any time.



(d) Tax Withholding. No later than the date as of which an amount first becomes includible in
the gross income of the Participant for federal income tax purposes with respect to any Award under
the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined by the Company,
withholding obligations may be settled with Common Stock, including Common Stock that is part of
the Award that gives rise to the withholding requirement. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements, and the Company, its Subsidiaries and
its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from
any payment otherwise due to the Participant. The Committee may establish such procedures as it
deems appropriate, including making irrevocable elections, for the settlement of withholding
obligations with Common Stock.



(e) Dividends. Reinvestment of dividends in additional Restricted Stock at the time of any
dividend payment shall only be permissible if sufficient shares of Common Stock are available under
Section 3 for such reinvestment (taking into account then outstanding Stock Options and other
Awards).



(f) Death Beneficiaries. The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event
of the Participant’s death are to be paid or by whom any rights of the Participant, after the
Participant’s death, may be exercised.



(g) Subsidiary Employee. In the case of a grant of an Award to any employee of a Subsidiary
of the Company, the Company may, if the Committee so directs, issue or transfer the shares of
Common Stock, if any, covered by the Award to the Subsidiary, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the Subsidiary will transfer the
shares of Common Stock to the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that
are forfeited or canceled should revert to the Company.



(h) Governing Law. The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware, without reference
to principles of conflict of laws.



(i) Nontransferability. Except as otherwise provided in Section 5(f), 6(b)(iii), 6(c)(v) or
by the Committee, Awards under the Plan are not transferable except by will or by laws of descent
and distribution.



(j) Foreign Employees. In the event an Award is granted to an Eligible Individual who is
employed or providing services outside the United States and who is not compensated from a payroll
maintained in the United States, the Committee may, in its sole discretion, modify the provisions
of the Plan as they pertain to such individual to comply with applicable foreign law or to
recognize differences in local law, currency or tax policy. The Committee may also impose
conditions on the exercise or vesting of Awards in order to minimize the Company’s obligations with
respect to tax equalization for Eligible Individuals on assignments outside their home country.



(k) Inclusion of Awards as Part of Mandatory Holdings. The Board or the Committee may
establish policies or make such provisions as either deems necessary or appropriate relating to
Awards or portions thereof that may be included as part of a Participant’s holdings for purposes of
any stock ownership requirements implemented from time to time.



SECTION 17. Effective Date of Plan



The Plan was originally adopted by the Board on February 26, 2003 and initially became
effective on March 3, 2003. Prior to this amendment and restatement, the most recent Plan amendment
became effective on May 4, 2004. This Plan, as amended, shall be effective as of the date of
approval by the stockholders of the Company at their 2005 annual meeting.