Exhibit 10.1


 


NATIONAL
SEMICONDUCTOR CORPORATION

DEFERRED
COMPENSATION PLAN

PLAN DOCUMENT


(As Amended Effective May
31, 2004)


 


THIS DEFERRED COMPENSATION PLAN (“Plan”) originally adopted by National
Semiconductor Corporation, a corporation organized and existing under the laws
of the State of Delaware, (hereinafter referred to as the “Employer”) effective
as of June 1, 2001, as hereby amended and restated effective as of November 1,
2001:


 


WITNESSETH:


 


WHEREAS, the Employer adopted this Plan to consolidate previously
deferred incentive awards under the Key Employee Incentive Plan (“KEIP”),
Executive Officer Incentive Plan (“EOIP”), and Key Employee Bonus Plan (“KEBP”)
and to continue to allow certain participants in the KEIP and EOIP the ability
to defer payment of their incentive awards under those plans; and


 


WHEREAS, the Employer’s Benefit Restoration Plan (“BRP”) previously
permitted certain BRP participants to defer up to 30% of Compensation as Annual
Savings Restoration Amounts and provided Annual Profit Sharing Restoration
Amounts for participants whose benefits under the National Semiconductor
Corporation Retirement and Savings Program (RASP) were limited by the Internal
Revenue Code; and


 


WHEREAS, the Employer desires to combine into the Plan the provisions
of the BRP that permit the deferral of Compensation and provide for Annual
Profit Sharing Restoration Amounts, in order to create a single plan and to
provide additional flexibility with respect to future deferrals; and


 


WHEREAS, the Employer also desires to transfer Annual Matching
Restoration Amounts, Annual Profit Sharing Restoration Amounts and Annual
Savings Restoration Amounts previously accrued under the BRP so that they may
be held under a single plan; and


 


WHEREAS, the Employer wishes to amend and restate the Plan in order to
achieve the goals set forth above;


 


NOW, THEREFORE, in consideration of the promises herein contained, it
is hereby declared as follows:


 


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ARTICLE 1


 


DEFINITIONS


 


When used herein, the words and phrases defined hereinafter shall have
the following meaning unless a different meaning is clearly required by the
context.


 


1.01                           “Account” shall mean the Account established
pursuant to Section 3.05 of the Plan.


 


1.02                           “Annual Matching Restoration Amount” shall
mean the amount (as previously defined under the BRP) that remained to the
credit of a Participant under the BRP as of October 31, 2001 and which will no
longer be payable under the BRP after October 31, 2001. Once this amount is
credited to a Participant Account under the Plan, a Participant will no longer
have any right to the amount previously credited under the BRP. In no event
shall a Participant be entitled to the amount credited under this Plan and the
amount that was credited to an account under the BRP prior to November 1, 2001.


 


1.03                           “Annual Profit Sharing Restoration Amount”
shall mean the amount determined in accordance with Section 3.02 of this Plan.


 


Such amount shall also
include the Annual Profit Sharing Restoration Amount that remained to the
credit of a Participant under the BRP as of October 31, 2001 and which will no
longer be payable under the BRP after October 31, 2001. Once this amount is
credited to a Participant Account under the Plan, a Participant will no longer
have any right to the amount previously credited under the BRP. In no event
shall a Participant be entitled to the amount credited under this Plan and the
amount that was credited to an account under the BRP prior to November 1, 2001.


 


1.04                           “Annual Savings Restoration Amount” shall
mean the amount (as previously defined under the BRP) that remained to the
credit of a Participant under the BRP as of October 31, 2001, and which will no
longer be payable under the BRP after October 31, 2001. Once this amount is
credited to a Participant Account under the Plan, a Participant will no longer
have any right to the amount previously credited under the BRP. In no event
shall a Participant be entitled to the amount credited under this Plan and the
amount that was credited to an account under the BRP prior to November 1, 2001.


 


1.05                           “Beneficiary” shall mean the person or
persons last designated by a Participant, by written notice filed with the
Committee, to receive a Plan Benefit upon his or her death. A new Beneficiary
designation may be made with respect to each Deferred Incentive Award Amount or
Deferred Compensation Amount
class year subaccount. In the event a Participant fails to designate a person
or persons as provided above or if no Beneficiary so designated survives the
Participant, then for all purposes of this Plan, the Beneficiary


 


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shall be the person(s)
designated as the beneficiaries by the Participant under the RASP, or, if none,
the Participant’s estate.


 


1.06                           “Benefits” shall mean the value of the
Participant’s Account as credited to the investment options selected by the
Participant from among the investment options authorized by the Committee from
time-to-time under the Plan as reflected in the records of the Participant’s
Account as described in Sections 3.05 and 3.06 of the Plan.


 


1.07                           “Board” shall mean the Board of Directors of
National Semiconductor Corporation.


 


1.08                           “BRP” shall mean the National Semiconductor
Corporation Benefit Restoration Plan.


 


1.09                           “Committee” shall mean The Retirement and
Savings Program Administrative Committee.


 


1.10                           “Compensation” shall mean the sum of:


 


(a)                                  the Employee’s basic or regular rate of
compensation for each payroll period during that portion of a Plan Year in
which the Employee is a Participant in the Plan, plus


 


(b)                                 all overtime, lead time, sales commissions
and shift differential income received during that portion of a Plan Year in
which the Employee is a Participant in the Plan.


 


Compensation does not
include Incentive Awards.


 


1.11                           “Deferred Compensation Amount” shall mean the
amount determined in accordance with Section 3.04 of this Plan.


 


1.12                           “Deferred Incentive Award Amount” shall mean
the amount of a Participant’s Incentive Award that is deferred with respect to
a particular fiscal year of the Employer as determined in accordance with
Section 3.03 of this Plan.


 


Such amount also includes
amounts credited to a Participant Account in the Plan as of June 1, 2001 from
amounts that remained to the credit of a Participant under the provisions of
the KEIP, EOIP or KEBP as of May 31, 2001. In no event shall a Participant be
entitled to the amount credited under this Plan and the amount that was
credited to an account under the KEIP, EOIP or KEBP prior to June 1, 2001.


 


1.13                           “Effective Date” shall mean June 1, 2001,
except that the provisions relating to the deferral of Compensation, Annual
Profit Sharing Restoration Amounts and the consolidation of prior Annual
Matching Restoration Amounts, prior Annual Profit Sharing Restoration Amounts,
and prior Annual Savings Restoration Amounts under the BRP which remained to
the credit of a participant in the BRP as of October 31, 2001, shall be
effective November 1, 2001.


 


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1.14                           “Employer” shall mean National Semiconductor
Corporation.


 


1.15                           “Incentive Award” shall mean the amount
payable to an Employee either under the Employer’s Executive Officer Incentive
Plan (EOIP) or Key Employee Incentive Plan (KEIP) from June 1, 2001 forward.


 


1.16                           “Participant” shall mean an eligible Employee
of the Employer who satisfies the eligibility requirements of Section 2.01 of
the Plan.


 


1.17                           “Plan” shall mean the National Semiconductor
Corporation Deferred Compensation Plan, as amended from time to time.


 


1.18                           “Plan Year” shall mean the Employer’s fiscal
year.


 


1.19                           “RASP” shall mean the National Semiconductor
Corporation Retirement and Savings Program, or any successor plan (or plans)
thereto. In the case of any successor plan, references herein to Sections of
the RASP shall be interpreted as corresponding Sections under the successor
plan.


 


1.20                           Capitalized Terms not defined herein shall
have the meaning attributed to them in the RASP.


 


ARTICLE II


 


ELIGIBILITY


 


2.01                           Eligibility


 


A.  Annual Profit Sharing Restoration Amount


 


An Employee shall be
eligible to receive an Annual Profit Sharing Restoration Amount in any Plan
Year in which he qualifies for an allocation of the Employer’s Annual Profit
Sharing Contribution as a participant under the RASP, but the amount of the
RASP benefit to which he is entitled is reduced by reason of the application of
the limitations set forth in Sections 401(a)(17) or 415(c)(1)(A) of the Code as
applied to the Employee’s compensation under the RASP, or is reduced by the
amount of Compensation deferred pursuant to Section 2.02 of the Plan.  Notwithstanding the foregoing, no Employee
shall be eligible to receive an Annual Profit Sharing Restoration Amount in any
Plan Year beginning after May 30, 2004.


 


B.  Deferred Compensation Amount


 


An Employee shall be
eligible to make deferrals of his Compensation under the Plan if he is on the
Employer’s U.S.


 


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payroll, and (i) holds a
39xx or higher job code and (ii) has made the maximum permitted deferral under
the RASP (provided, however, that this requirement shall not apply to an
Employee who holds both a 43xx or higher job code and a job title of vice
president or above), or such other criteria as is established by the Committee
for eligibility.


 


C.  Deferred Incentive Award Amount


 


An Employee shall be
eligible to make deferrals of his Incentive Award under the Plan if he is on
the Employer’s U.S. payroll, and holds a 39xx or higher job code, or such other
criteria as is established by the Committee for eligibility.


 


2.02                           Enrollment


 


A.  Annual Profit Sharing Restoration Amount


 


An eligible Employee is
automatically enrolled in the Annual Profit Sharing Restoration Amount portion
of this Plan.


 


B.  Deferred Compensation Amount


 


A Participant may enroll in
the Plan for purposes of deferring Compensation by November 30, or such other
date that is specified by the Committee (“enrollment date”), prior to the end
of any calendar year, to be effective as of January 1, of the next succeeding
calendar year, by using such enrollment process as established by the Committee
for this purpose. Such enrollment process shall provide for the election of the
percentage of the Compensation that shall be deferred, the timing of the commencement
of deferrals (in accordance with Section 3.04), the timing for payment of
Compensation (in accordance with Section 4.01), and the form of payment of
Compensation (in accordance with Section 4.05).


 


1.                                       Once a Participant has enrolled in the Plan
for the purpose of deferring Compensation (or previously enrolled in the BRP
for purposes of Annual Savings Restoration Amounts), the election made by the
Participant shall remain in effect until the Participant modifies or revokes
his election. Any modification or revocation by the Participant must be made by
the enrollment date of the calendar year preceding the effective date of such
modification or revocation.


 


2.                                       An Employee hired during a Plan Year who
meets the eligibility requirements of Section 2.01 of the Plan, may make an
election, prior to the date the Employee’s employment commences, to begin
participation 30 days after the Employee’s date of employment. Otherwise, an
Employee who becomes eligible after an enrollment date will be required


 


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to wait until the next
available enrollment date to participate in the Plan.


 


C.  Deferred Incentive Award Amount


 


A Participant may enroll in
the Plan for purposes of deferring an Incentive Award with respect to a
particular fiscal year of the Employer no later than 30 days before the end of
the fiscal year of the Employer, or such other date that is specified by the
Committee, by using such enrollment process as established by the Committee for
this purpose. Such enrollment process shall provide for the election of the
percentage of the Incentive Award that shall be deferred, the timing for
payment of the Incentive Award (in accordance with Section 4.01), and the form
of payment of the Incentive Award (in accordance with Section 4.05). A new
election must be completed for each fiscal year for which a deferral of an
Incentive Award is desired.


 


ARTICLE III


 


BENEFITS


 


3.01 Benefits


 


The maximum Benefits under this Plan to which a Participant shall be
entitled shall be equal to the sum of:


 


(a)          the Participant’s Annual Profit Sharing
Restoration Amount credited pursuant to Section 3.02 (and previously credited
amounts as described in Section 1.03);


 


(b)         the Participant’s Deferred Incentive Award
Amount credited pursuant to Section 3.03 (and previously credited amounts as
described in Section 1.12);


 


(c)          the Participant’s Deferred Compensation
Amount credited pursuant to Section 3.04;


 


(d)         the Participant’s Annual Savings Restoration
Amount;


 


(e)          the Participant’s Annual Matching Restoration
Amount; and


 


(f)            earnings and losses credited to the
Participant’s Account in accordance with Section 3.06.


 


3.02 Annual Profit Sharing Restoration Amount


 


The Annual Profit Sharing Restoration Amount to which a Participant
shall be entitled to for a Plan Year shall be an amount equal to the
difference, if any between (a) and (b) below:


 


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(a)          The amount of the Employer’s Annual Profit
Sharing Contribution, which would have been allocated to a Participant under
the RASP if the Annual Profit Sharing Contribution were determined pursuant to
Section 5.01 B.3. of the RASP and the allocation were determined pursuant to
Section 6.03 A. of the RASP 1) without giving any effect to the limitations
imposed by sections 401(a)(17) and 415 of the Code, as now or hereafter in
effect and 2) by including the amount of Compensation deferred pursuant to
Section 2.02 of the Plan; less


 


(b)         The amount of the Employer’s Annual Profit
Sharing Contribution allocated to the Participant under the RASP.


 


No amounts shall be credited under this Section 3.02 for any Plan Year
beginning after May 30, 2004.


 


3.03 Deferred Incentive
Award Amounts


 


The Deferred Incentive Award Amount which shall be credited to a
Participant’s Account for a Plan Year, shall be equal to the amount of the
Incentive Award with respect to the Employer’s fiscal year ending immediately
before the Plan Year that a Participant has agreed to defer under this Plan
pursuant to procedures established by the Committee. A Participant may agree to
defer receipt of up to 100% of his Incentive Award with respect to the Employer’s
fiscal year ending immediately before the Plan Year.


 


3.04 Deferred Compensation Amounts


 


In the case of a Participant who holds a job code of 39xx or above, the
maximum Deferred Compensation Amount shall be equal to 30% of the Participant’s
Compensation beginning as of the pay date in which the Participant makes the
maximum contributions to the RASP permitted under section 402(g) of the Code
through to the end of the calendar year in which the Participant’s deferral
election applies. Such Participant may elect any whole percentage of his
Compensation between 0% and 30%.


 


In the case of a Participant holding both a 43xx or higher job code and
a job title of vice president or above, the maximum Deferred Compensation
Amount shall be equal to 50% of the Participant’s Compensation for the entire
calendar year in which the Participant’s election applies, allowing deferrals
to start at the beginning of a calendar year before a Participant reaches the
maximum contributions to the RASP permitted under section 402(g) of the Code if
the Participant so chooses. Such Participant may elect any whole percentage of
his Compensation between 0% and 50%.


 


3.05 Participant’s Account


 


The Employer shall create and maintain adequate records to reflect the
interest of each Participant in the Plan. Such records shall be in the form of
individual Accounts. When appropriate, a Participant’s Account shall consist of
separate calendar class year subaccounts with respect to each Plan Year for
which a Deferred Incentive Award Amount or


 


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Deferred Compensation Amount is credited under the Plan. Such Accounts
shall be kept for recordkeeping purposes only and shall reflect amounts
allocated under Section 3.07, distributions under Article IV, and divestments
under Section 6.07. Any Accounts maintained in trust by the Employer shall not
be construed as providing for assets to be held in trust or escrow or any other
form of asset segregation for the Participant or Beneficiary to whom benefits
are to be paid pursuant to the terms of the Plan.


 


3.06 Allocation to
Participant Account


 


The Participant’s Deferred Incentive Award Amount and Deferred
Compensation Amount shall be credited to the Participant’s Account as of the
paydate such amount would have been paid to such Participant absent a deferral
under the Plan.


 


The Participant’s Annual Profit Sharing Restoration Amount shall be
credited to the Participant’s Account as of the same date as the Annual Profit
Sharing Contribution is credited under the RASP.


 


The Participant’s Annual Savings Restoration Amount, Annual Matching
Restoration Amount and Annual Profit Sharing Restoration Amount previously
credited under the BRP shall be credited to the Participant’s Account as of the
Effective Date.


 


Each Participant may advise the Committee, in accordance with
procedures established by the Committee, on how he wishes his Account to be
allocated among the investment options authorized by the Committee and such
Participant’s Account shall be credited with earnings and losses at such time
and in such manner as determined in the sole discretion of the Committee and
shall reflect the allocation of investments made there under. The Participant
may change his investment allocation in accordance with procedures established
by the Committee. Notwithstanding the foregoing, the Committee reserves the
right to determine the Plan’s investment options and the specific process for
making investments without regard to the advice received from Participants.


 


3.07 Vested Percentage


 


Notwithstanding anything herein to the contrary, a Participant shall be
100% vested at all times in his Deferred Incentive Award Amount, his Deferred
Compensation Amount, Annual Savings Restoration Amount, and his Annual Matching
Restoration Amount.


 


A Participant shall be vested in his Annual Profit Sharing Restoration
Amount in accordance with Section 8.01(A) of the RASP; provided, however, that
forfeited amounts shall not be reallocated among Plan Participants, or be
restored to the forfeiting Participant upon reemployment.


 


3.08. Benefits Under Prior
Plans


 


In no event shall a Participant be entitled to the same amount under
this Plan and the KEIP, EIOP, KEBP, or BRP.


 


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ARTICLE IV


 


DISTIBUTION OF BENEFITS


 


4.01 Benefit Commencement
Date


 


Except as provided in Section 4.04, Benefits under the Plan may not be
paid prior to the earlier of:


 


(a)                      the Participant’s termination of employment
(as provided in Section 4.02); or


 


(b)                     in the case of a Deferred Incentive Award
Amount or Deferred Compensation Amount, a date pre-selected by the Participant
(as provided in Section 4.03), in accordance with the election made by the
Participant pursuant to Section 2.02.


 


If an election is made to have Benefits commence on a date pre-selected
by the Participant (as provided in Section 4.03), such election subsequently
may be modified to defer payment until the Participant’s termination of
employment (as provided in Section 4.02), provided such election modification
is made by the Participant in writing at least 12 months prior to the
pre-selected date.


 


4.02 Termination of
Employment


 


Except as otherwise provided in Section 4.01 and 4.03 of this Article,
Benefits shall be distributed upon termination of employment for any reason
(including retirement, disability, death, or reduction-in-force). However, in
the case of a termination of employment because of a disposition of
substantially all of the assets of a line of business or a disposition of the
Employer’s interest in a subsidiary, if the Employer and the acquiring company
so agree, a Participant that would continue in a similar position with the acquiring
company will be given the opportunity to elect sufficiently in advance of such
disposition, to have his Benefits transferred to a nonqualified deferred
compensation plan maintained by the acquiring company. If the Participant makes
the election described in the preceding sentence, and the Participant’s
Benefits are so transferred, the Participant’s rights under this Plan shall
cease. If the Participant does not make such an election, the Participant’s
Benefits shall be paid as they otherwise would in the case of a termination of
employment.


 


4.03 Date Pre-Selected by
the Participant


 


A Participant may elect to have payment of a Deferred Compensation
Amount or a Deferred Incentive Award Amount for a particular Plan Year (except
that in the case of a Deferred Incentive Award Amount deferred prior to June 1,
2001, all such amounts must be subject to the same election) commence prior to
termination of employment, provided that the commencement date is at least two
full calendar years after the end of the calendar year in which the Deferred
Incentive Award Amount


 


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or Deferred Compensation Amount otherwise would have been paid to the
Participant absent the deferral under this Plan. For example, payment of a
Deferred Incentive Award Amount or a Deferred Compensation Amount that
otherwise would have been paid to the Participant in 2002 may be deferred to a
date no earlier than January 1, 2005.


 


4.04 Hardship


 


Payment of part or all of the Benefits under this Plan may be
accelerated in the case of severe hardship, which shall mean an emergency or
unexpected situation in the Participant’s financial affairs, including, but not
limited to, illness or accident involving the Participant or any of the
Participant’s dependents (within the meaning of Section 152(a) of the Internal
Revenue Code). All payments in case of hardship must be approved by the
Committee and will be limited to the amount necessary to meet the severe
hardship.


 


4.05 Form of Payment


 


Benefits shall be distributed to a Participant in either a lump sum, or
in annual installment payments of at least two (2) years, but not more than ten
(10) years, in accordance with the election made by the Participant pursuant to
Section 2.02; provided, however, that the Participant’s election under Section
2.02 as to the form of payment of Benefits subsequently may be modified to
provide for another permissible form of payment, so long as such election
modification is made by the Participant in writing at least 90 days prior to
the date the payment of Benefits commences under Section 4.01.


 


Notwithstanding the preceding paragraph, a Participant’s Annual Profit
Sharing Restoration Amount, Annual Savings Restoration Amount, and Annual
Matching Restoration Amount may not be paid in installments unless the
Participant is eligible to retire under Section 9.01 of the RASP.


 


If installment payments are elected, the first installment shall be
made as soon as is administratively feasible after the event giving rise to the
distribution and all subsequent installments shall be paid at the beginning of
each subsequent calendar year as soon as is administratively feasible. Annual
installment payments shall be equal to the then remaining Account balance,
divided by the number of years remaining in the installment period. To the
extent Benefits are not paid in installments, the Account balance will be paid
in a lump sum in the month following the event giving rise to the distribution,
or as soon as is administratively feasible. Notwithstanding the foregoing, the
Committee, in its sole discretion, may accelerate any installment payment
election upon the Participant’s termination of employment.


 


4.06 Beneficiary Entitlement


 


In the event a Participant entitled to installment payments dies before
receiving all Benefits under the Plan, the unpaid balance will be paid in a
lump sum to such Participant’s Beneficiary as soon as is administratively
feasible following the Participant’s death.


 


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ARTICLE V


 


ADMINISTRATION; AMENDMENTS AND TERMINATION; RIGHTS AGAINST THE COMPANY


 


5.01 Administration


 


The Committee shall administer this Plan. With respect to the Plan, the
Committee shall have, and shall exercise and perform, all the powers, rights,
authorities and duties set forth in the RASP with the same effect as if set
forth in full herein with respect to this Plan. Except as expressly set forth
herein, any determination or decision by the Committee shall be conclusive and
binding on all persons who at any time have or claim to have any interest
whatsoever under this Plan.


 


5.02 Amendment and
Termination Prior to a Change in Control


 


The Employer, solely, and without the approval of the Committee or any
Participant or Beneficiary, shall have the right to amend this Plan at any time
and from time-to-time. Any such amendment shall become effective upon the date
stated therein. Notwithstanding the foregoing, no amendment shall adversely
affect the rights of any Participant or Beneficiary who was previously
receiving Benefits under this Plan to continue to receive such Benefits or of
all other Participants and Beneficiaries to receive the Benefits promised under
the Plan immediately prior to the later of the effective date or the date of
adoption of the amendment.


 


The Employer has established this Plan with the bona fide intention and
expectation that from year-to-year it will deem it advisable to continue it in
effect. However, circumstances not now foreseen or circumstances beyond the
Employer’s control may make it impossible or inadvisable to continue the Plan.
Therefore, the Employer, in its sole discretion, reserves the right to
terminate the Plan in its entirety at any time; provided, however, that in such
event any Participant or Beneficiary who was receiving benefits under this Plan
as of the termination date, shall continue to receive such Benefits, and all
other Participants and Beneficiaries shall remain entitled to receive the
Benefits promised under the Plan immediately prior to the termination of the
Plan.


 


5.03 Rights Against the
Employer


 


The establishment of this Plan shall not be construed as giving to any
Participant, Beneficiary, Employee or any person whomsoever, any legal,
equitable or other rights against the Employer, or its officers, directors,
agents or shareholders, except as specifically provided for herein, or its
giving to any Participant any equity or other interest in the assets, business
or shares of the Employer or giving any Employee the right to be retained in
the employment of the Employer. All terms relating to Incentive Awards that do
not involve the deferral of receipt of such awards shall be governed by the
KEIP or EOIP, as the case may be. All Employees and Participants shall be


 


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subject to discharge to the same extent that they would have been if
this Plan had never been adopted. Subject to the rights of the Employer to
terminate this Plan or any benefit hereunder, the rights of a Participant
hereunder shall be solely those of an unsecured creditor of the Employer.


 


ARTICLE VI


 


GENERAL AND MISCELLANEOUS


 


6.01 Spendthrift Clause


 


No right, title or interest of any kind in the Plan shall be
transferable or assignable by any Participant or Beneficiary or any other
person or be subject to alienation, anticipation, encumbrance, garnishment,
attachment, execution or levy of any kind, whether voluntary or involuntary.
Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or
otherwise encumber or dispose of any interest in the Plan shall be void.


 


6.02 Severability


 


In the event that any provision of this Plan shall be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable, and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein.


 


6.03 Construction of Plan


 


The article and section headings and numbers are included only for
convenience of reference and are not to be taken as limiting or extending the
meaning of any of the terms and provisions of this Plan. Whenever appropriate,
words used in the singular shall include the plural or the plural may be read
as the singular.


 


6.04 Gender


 


The personal pronoun of the masculine gender shall be understood to
apply to women as well as men except where specific reference is made to one or
the other.


 


6.05 Governing Law


 


THE VALIDITY AND EFFECT OF THIS PLAN AND THE RIGHTS AND OBLIGATIONS OF
ALL PERSONS AFFECTED HEREBY SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO ITS OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.


 


6.06 Unfunded Top Hat Plan


 


It is the Employer’s intention that this Plan be a Top Hat Plan,
defined as an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or


 


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highly compensated employees, as provided in Sections 201(2),
301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of
1974, as amended from time-to-time. The Employer may establish and fund one or
more trusts for the purpose of paying some or all of the benefits promised to
Participants and Beneficiaries under the Plan; provided, however, that (i) any
such trust(s) shall at all times be subject to the claims of the Employer’s
general creditors in the event of the insolvency or bankruptcy of the Employer,
and (ii) notwithstanding the creation or funding of any such trust(s), the
Employer shall remain primarily liable for any obligation hereunder.
Notwithstanding the establishment of any such trust(s), the Participants and
Beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of any such trust or of the Employer.


 


6.07 Divestment for Cause


 


Notwithstanding any other provisions of this Plan to the contrary, the
right of any Participant, former Participant, or Beneficiary of either, to
receive any Benefits, or to have paid to any other person any Benefits, or the
right of any such other person to receive any Benefits under this Plan, shall
be forfeited, if such Participant’s employment with the Employer is terminated
because of, or the Participant is discovered to have engaged in, fraud,
embezzlement, dishonesty against the Employer, obtaining funds or property
under false pretenses, assisting a competitor without permission, or
interfering with the relationship of the Employer or any subsidiary or
affiliate thereof with a customer. A Participant’s or Beneficiary’s Benefits
shall be forfeited for any of the above reasons regardless of whether such act
is discovered prior to or subsequent to the Participant’s termination from the
Employer or the payment of Benefits under the Plan. If payment has been made,
such payment shall be restored to the Employer by the Participant or
Beneficiary.


 


ERISA RIGHTS


 


This Plan is intended to provide benefits for
a select group of highly compensation employees within the meaning of the
Employee Retirement Income Security Act of 1974 (ERISA). However, it is not
subject to most of the requirements or protection of ERISA nor is the Plan
eligible for insurance under Title IV of ERISA. Furthermore, the Plan is
considered to be an unfunded, non-qualified plan for purposes of complying with
the Internal Revenue Code.


 


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PLAN NAME:


NATIONAL SEMICONDUCTOR CORPORATION DEFERRED COMPENSATION PLAN


 


	
  PLAN SPONSOR:

  	
  EMPLOYER I.D. NUMBER (EIN):

  



 


	
  National Semiconductor Corporation

  	
  EIN: 95-2095071

  



2900 Semiconductor Drive

P.O.Box 58090
Santa Clara, CA 95052-8090
(408) 721-6431


 


PLAN NUMBER: 006


 


PLAN YEAR:


The Plan Year is the fiscal year. Plan records are maintained on the
basis of this Plan Year.


 


PLAN ADMINISTRATOR:


Retirement and Savings Program Administrative Committee

C/o Corporate Benefits National Semiconductor Corporation
2900 Semiconductor Drive
P. O. Box 58090, M/S C1-195
Santa Clara, CA 95052-8090
(408) 721-6431


 


TYPE OF PLAN:


The Plan is a non-qualified deferred compensation plan for selected key
employees of National Semiconductor Corporation.


 


Agent for Service of Legal Process:


 


Legal process should be served on the Employer’s Corporate Secretary or
the Plan Administrator in care of the Retirement Plans Administration Office at
the Employer’s address.


 


FUNDING MEDIUM:


The Plan is unfunded and Benefits are paid
from the Plan sponsor’s general assets.


 


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