<PAGE>
                                                                   Exhibit 10.27


(FAIRCHILD SEMICONDUCTOR(R) LOGO)             FAIRCHILD SEMICONDUCTOR STOCK PLAN
                                              DEFERRED STOCK UNIT AGREEMENT

PARTICIPANT: Laurenz Schmidt       EMPLOYEE ID: D0798       GLOBAL ID:

DATE OF GRANT: April 28, 2003

NUMBER OF DEFERRED STOCK UNITS GRANTED: 11,667

THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.

You and the Company agree as follows:

1. APPLICATION OF       This Agreement and your rights under this Agreement are
PLAN; ADMINISTRATION    subject to all the terms and conditions of the Plan, as
                        it may be amended from time to time, as well as to such
                        rules and regulations as the Committee may adopt.  It is
                        expressly understood that the Committee that administers
                        the Plan is authorized to administer, construe and make
                        all determinations necessary or appropriate to the
                        administration of the Plan and this Agreement, all of
                        which shall be binding upon you to the extent permitted
                        by the Plan.  Any inconsistency between this Agreement
                        and the Plan shall be resolved in favor of the Plan.

2. VESTING              The Units will vest (becoming "Vested Units") on the
                        following Vesting Dates if you are employed or in the
                        service of the Company or an Affiliate on those dates:

<TABLE>
Vesting Date                                         Percentage Vested
                                                 (including portion that
                                                vested the preceding year)
<S>                                             <C>
1st Anniversary of Grant Date...............                25%
2nd Anniversary of Grant Date...............                50%
3rd Anniversary of Grant Date...............                75%
4th Anniversary of Grant Date...............               100%
</TABLE>

3. RIGHTS AS            You will not be entitled to any privileges of ownership
STOCKHOLDER             of the shares of Common Stock underlying your Units
                        (the "Shares") unless and until Shares are actually
                        delivered to you under this Agreement.

4. DIVIDENDS            You will be credited with additional Deferred Stock
                        Units having a value equal to declared dividends, if
                        any, with record dates that occur prior to the
                        settlement of any Units as if such Units had been actual
                        Shares, based on the Fair Market Value of a Share on the
                        applicable dividend payment date. Any such additional
                        Deferred Stock Units shall be considered Units under
                        this Agreement and shall also be credited with
                        additional Deferred Stock Units as dividends, if any,
                        are declared, and shall be subject to the same
                        restrictions and conditions as Units with respect to
                        which they were credited. Notwithstanding the foregoing,
                        no such additional Deferred Stock Units will be credited
                        with respect to any dividend in connection with which
                        Units are adjusted pursuant to Section 3(c) of the Plan.

5. SETTLEMENT OF UNITS  (a)  Time of Settlement.  Each Vested Unit will be
                             settled by the delivery of one Share to you or, in
                             the event of your death, to your designated
                             beneficiary, promptly following the date or dates
                             (any such date, the "Settlement Date") you have
                             elected on the attached Settlement Election Form.
                             You may change the Settlement Election Date one
                             time only, and only to a later date, as provided in
                             the Settlement Election Form.

                        (b)  Termination Prior to Settlement Date.  If your
                             employment or service with the Company is
                             terminated prior to any Settlement Date, your Units
                             will be treated as specified in the Settlement
                             Election Form.

                        (c)  Forfeiture of Unvested Units. All Units that are
                             not Vested Units at the time of termination will be
                             forfeited effective as of the last Settlement Date
                             to occur under this Agreement.

6. TRANSFERABILITY      Your Units are not transferable, whether voluntarily or
                        involuntarily, by operation of law or otherwise, except
                        as provided in the Plan. Any assignment, pledge,
                        transfer, or other disposition, voluntary or
                        involuntary, of your Units made, or any attachment,
                        execution, garnishment, or lien issued against or placed
                        upon the Units, other than as so permitted, shall be
                        void.
<PAGE>


7. TAXES                (a)  Social Security and Medicare Taxes. You may be
                             subject to Social Security tax, and you will be
                             subject to Medicare tax on the date or dates your
                             Units become Vested Units under Section 2 above,
                             based on the Fair Market Value of the Shares
                             underlying the Units that vest.  The Company will
                             pay such taxes on your behalf, including any
                             income, Social Security and Medicare taxes
                             attributable to the Company's payment of such
                             taxes.  Payments on your behalf will be reflected
                             in your compensation for federal, state and local
                             income tax purposes.

                        (b)  Income Taxes. You will be subject to U.S. federal
                             income tax on the Settlement Date, based on the
                             Fair Market Value of Shares received in settlement
                             of Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR
                             THE PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS
                             FOR ANY OTHER STATE, LOCAL OR NON-U.S. TAXES THAT
                             MAY BE RELATED TO YOUR RECEIPT OF THE SHARES. Not
                             later than 90 days before any scheduled Settlement
                             Date, you must arrange with the Company for the
                             timely payment of all withholding taxes the Company
                             is obligated to collect from you and remit to U.S.
                             and other applicable tax authorities.

8. MISCELLANEOUS        (a)  This Agreement shall not confer upon you any right
                             to continue as an employee, or otherwise in the
                             service of, the Company or any Affiliate, nor shall
                             this Agreement interfere in any way with the
                             Company's or such Affiliate's right to terminate
                             your employment or service at any time.

                        (b)  Without limiting the generality of Section 1 above,
                             with the approval of the Board, and subject to the
                             terms of the Plan, the Committee may terminate,
                             amend, or modify the Plan; provided, however, that
                             no such termination, amendment, or modification of
                             the Plan may in any way adversely affect your
                             rights under this Agreement without your consent.

                        (c)  This Agreement will be subject to all applicable
                             laws, rules, and regulations, and to such approvals
                             by any governmental agencies or stock exchanges as
                             may be required.

                        (d)  To the extent not preempted by U.S. federal law,
                             this Agreement shall be governed by, and construed
                             in accordance with, the laws of the State of
                             Delaware.

9. SIGNATURES           By the signatures below, the Participant and the
                        authorized representative of the Company acknowledge
                        agreement to this Deferred Stock Unit Agreement as of
                        the Grant Date specified above.

                        PARTICIPANT:                FAIRCHILD SEMICONDUCTOR
                                                     INTERNATIONAL, INC.

                        ______________________      /s/ Kirk P. Pond
                        LAURENZ SCHMIDT             Kirk P. Pond
                                                    Chairman, President and CEO

TO ACCEPT YOUR DSU GRANT:

1.       Sign BOTH copies of this Deferred Stock Unit Agreement;

2.       Sign the BOTH copies of the Settlement Election Form;

3.       Retain one copy of each for your records;

4.       Return one copy of each in the enclosed envelope to the Human Resources
         Service Center, Mail Stop 35-1D, 82 Running Hill Road, South Portland,
         ME 04106 USA.


<PAGE>

(FAIRCHILD SEMICONDUCTOR(R) LOGO)   FAIRCHILD SEMICONDUCTOR STOCK PLAN
                                    DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM

This Settlement Election Form relates to the following grant of Deferred Stock
Units:

PARTICIPANT: Laurenz Schmidt        EMPLOYEE ID: D0798      GLOBAL ID:

DATE OF GRANT: April 28, 2003

NUMBER OF DEFERRED STOCK UNITS GRANTED: 11,667

1. SETTLEMENT ELECTION  CHECK ONLY ONE OPTION:

                        _____    SPECIFIED DATE. Subject to Sections 2 and 3
                                 below, I elect to have all Vested Units that
                                 I may hold under the Deferred Stock Unit Award
                                 Agreement to which this election relates
                                 settled by delivery of Shares to me on
                                 ____________________, which date is at least
                                 one year following the Grant Date of such
                                 Units.  If the date specified occurs before
                                 the last scheduled Vesting Date under this
                                 grant, then Units that vest after such
                                 specified date will be settled promptly
                                 following any such subsequent Vesting Date(s).

                        _____    VESTING DATES. Subject to Sections 2 and 3
                                 below, I elect to have Vested Units that I may
                                 hold under the Deferred Stock Unit Award
                                 Agreement to which this election relates
                                 settled by delivery of Shares to me promptly
                                 following each date or dates on which vesting
                                 of Units occurs.

2. AUTOMATIC            I hereby acknowledge and agree that (a) if my
SETTLEMENT UPON         employment is terminated for any reason other than
TERMINATION             Cause, Death or Disability, any Vested Units will be
                        settled on the first anniversary of my termination date,
                        b) if my employment is terminated for Cause, all units
                        will be immediately forfeited, and (c) if my employment
                        is terminated for Death or Disability, any Vested Units
                        will be settled following my termination date.

3. ONE-TIME CHANGE OF   I understand that, once, but only once, I can change my
ELECTION PERMITTED      election to a later (but not earlier) Settlement Date
                        than indicated in Section 1 above by filing a new
                        Settlement Election Form with the Company at any time on
                        or before the day (the "Change Deadline Day") that falls
                        one year before the earliest Settlement Date that would
                        occur based on my election in Section 1. I understand
                        that I cannot change my election after the Change
                        Deadline Day, and that I cannot change my election more
                        than once. If the Change Deadline Day falls on a day
                        that is not a business day for the Company, then the
                        last day to change the election in Section 1 will be the
                        first business day following the Change Deadline Day.
                        Any new Settlement Election Form will revoke the
                        previously filed Settlement Election Form, except that,
                        if any Settlement Date purportedly elected on the new
                        form falls within one year after the Change Deadline
                        Day, then such new form will have no effect and the
                        previously elected Settlement Date shall continue to
                        apply.

4. SIGNATURE

                        PARTICIPANT:                        DATED AS OF:


                                                            April 28, 2003
                        ---------------------------         --------------

                        LAURENZ SCHMIDT

TO ACCEPT YOUR DSU GRANT:

1.       Sign BOTH copies of the Deferred Stock Unit Agreement;

2.       Sign the BOTH copies of this Settlement Election Form;

3.       Retain one copy of each for your records;

4.       Return one copy of each in the enclosed envelope to the Human Resources
         Service Center, Mail Stop 35-1D, 82 Running Hill Road, South Portland,
         ME 04106 USA.