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                                                                   Exhibit 10.23
[FAIRCHILD
SEMICONDUCTOR            FAIRCHILD SEMICONDUCTOR STOCK PLAN
LOGO]                   NON-QUALIFIED STOCK OPTION AGREEMENT

This is a Non-Qualified Stock Option Agreement under the Fairchild Semiconductor
Stock Plan, dated APRIL 28, 2003 (the Grant Date) between Fairchild
Semiconductor International, Inc. (the Company) and LAURENZ SCHMIDT, a regular
salaried employee of the Company or one of its subsidiaries (you or the
Optionee).

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OPTION GRANT;       The Company grants you the option to purchase up to 35,000
EXERCISE PRICE      shares of the Company's Class A Common Stock at an exercise
                    price of $11.50 per share. This option grant is subject to
                    the terms of the Fairchild Semiconductor Stock Plan and to
                    the terms of this agreement. If there is a conflict between
                    the terms of this agreement and those of the Plan, the terms
                    of the Plan will govern. Capitalized terms not defined in
                    this agreement are defined in the Plan.
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OPTION TERM;        The term of your option is 8 years and one day from the
VESTING             Grant Date. Your option terminates at the end of the term
                    and cannot be exercised after the term. You can exercise
                    your option only to the extent it has vested. Your option
                    will vest in increments, as follows:

                                                       Percentage Vested
                                                     (including portion that
                    Vesting Date                    vested the preceding year)

                    1st Anniversary of Grant Date.............  25%
                    2nd Anniversary of Grant Date.............  50%
                    3rd Anniversary of Grant Date.............  75%
                    4th Anniversary of Grant Date............. 100%
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TERMINATION OF      You must remain an employee of the Company or an Affiliate
EMPLOYMENT          to be able to exercise your option, except as follows:

                    Retirement, Disability or death. If your employment
                    terminates because of your Retirement or Disability (as
                    those terms are defined in the Plan) or your death, then you
                    (or your estate) will have five years from your termination
                    date to exercise your option, unless the option term ends
                    earlier, in which case you (or your estate) will have until
                    the end of the term to exercise. In addition, if your
                    employment terminates because of your Retirement or
                    Disability and you die within the five-year exercise period,
                    your estate will have at least one year after your death to
                    exercise, unless the option term ends earlier, in which case
                    your estate will have until the end of the term to exercise.

                    Termination by the Company. If your employment is terminated
                    for Cause (as defined in the Plan), all options will be
                    terminated, whether or not vested, and you may have to repay
                    any gains on prior exercised options. See Sections 5(l) and
                    12 of the Plan. If your employment is terminated by the
                    Company not for Cause and not as a result of your
                    Retirement, Disability or death, then you (or your estate)
                    will have 90 days from your termination date to exercise
                    your option, unless the option term ends earlier, in which
                    case you (or your estate) will have until the end of the
                    term to exercise.

                    All other cases. If your employment terminates because you
                    quit, or for any other reason other than those stated above,
                    you (or your estate, if you die within the period) will have
                    30 days from your termination date to exercise your option,
                    unless the option term ends earlier, in which case you (or
                    your estate) will have until the end of the term to
                    exercise.

                    Regardless of the cause of your termination, you (or your
                    estate) can exercise your option only to the extent it is
                    vested on your termination date.
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NON-TRANSFERABILITY Your option is not transferable except by will or the laws
                    of descent and distribution. During your lifetime only you
                    can exercise your option. This option shall not be subject
                    to attachment or similar process. Any attempted sale,
                    pledge, assignment, transfer or other disposition of your
                    option contrary to the provisions of this agreement or the
                    Plan, or the levy of any attachment or similar process upon
                    your option, shall be null and void without effect.
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SIGNATURES          Your signature and the signature of an authorized officer of
                    the Company below indicate your and the Company's agreement
                    to the terms of this Non-Qualified Stock Option Agreement as
                    of the Grant Date.

                                                   FAIRCHILD SEMICONDUCTOR
                    OPTIONEE:                      INTERNATIONAL, INC.

                    /s/ Laurenz Schmidt            /s/ Kirk P. Pond
                    ---------------------          ---------------------------
                    Laurenz Schmidt D0798          Kirk P. Pond
                    Global ID/SSN:                 Chairman, President and CEO
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