exv10w2



 











Exhibit 10.2









Fairchild Semiconductor Stock Plan

Non-Qualified Stock Option Agreement



This is a Non-Qualified Stock Option Agreement (the “Agreement”) under the Fairchild Semiconductor
Stock Plan, as amended from time to time (the “Plan”), dated July 15, 2005 (the “Grant Date”)
between Fairchild Semiconductor International, Inc. (the “Company”) and Mark S. Thompson, a regular
salaried employee of the Company or one of its subsidiaries (“you” or the “Optionee”).




	 	 	 	 	 
	1.

	 	Option Grant;
Exercise Price
	 	The Company grants you the option to purchase up to 275,000 shares of the
Company’s Common Stock at an exercise price of $15.91 per share. This Agreement
is made pursuant to your Employment Agreement with the Company and Fairchild
Semiconductor Corporation dated April 6, 2005, as amended from time to time (your
“Employment Agreement”). This Agreement consists of this document, your Employment
Agreement and the Plan. Any inconsistency among this Agreement, your Employment
Agreement and the Plan shall be resolved in favor of your Employment Agreement,
the Plan and this Agreement, in that order of priority. Capitalized terms not
defined in this Agreement are defined in the Plan.
	 
	 	 	 	 
	2.

	 	Option Term;
Vesting
	 	The term of your option is 8 years and one day from the 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
	Vesting Date	 	(including portion that 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	%






	 	 	 	 	 
	 

	 	 	 	provided that your option will vest in its entirety in accordance with the
terms of your Employment Agreement.
	 
	 	 	 	 
	3.

	 	Termination
of Employment
	 	Except as otherwise set forth in your Employment Agreement, you must remain an
employee of the Company or an Affiliate to be able to exercise your option,
provided 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. 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 resign voluntarily, 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.
	 
	 	 	 	 
	4.

	 	No Acquired
Rights
	 	Discretionary grant. Any options granted under the terms of this Agreement are
entirely at the discretion of the Company. 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.
	 
	 	 	 	 
	 

	 	 	 	No acquired right. The options granted under the terms of this Agreement do not
make you eligible for any further options at any time in the future.
	 
	 	 	 	 
	 

	 	 	 	No guarantee of employment. Neither the Plan nor this Agreement imposes an
obligation on the Company to at






 









 






	 	 	 	 	 
	 

	 	 	 	any time continue your employment relationship
with the Company.
	 
	 	 	 	 
	 

	 	 	 	Not liable for Loss of Value. The Company is not liable for any financial loss on
your part as a result of any mandatory taxes and other withholdings related to the
options or financial loss due to foreign exchange fluctuations between your local
currency and the US dollar (if applicable). Nor will the Company or its Affiliates
be liable for any loss of value of the shares upon the exercise of the option.
	 
	 	 	 	 
	5.

	 	Foreign
Exchange/
Ownership
	 	Please note that the exercise of your option may result in your ownership of the
Company’s common stock, and may also require the transfer of funds outside of your
country to the US (if you are a non-US participant), and the use of a US-based
brokerage account. By signing this Agreement you acknowledge that you will
personally bear responsibility for any compliance requirements under local or
national law regulating such foreign investment and capital flows. These laws may
change from time to time and the Company cannot guarantee that you will be able to
use all of the exercise methods permitted under the Plan. It is recommended to
seek your own professional advice in relation to your participation in this stock
option program.
	 
	 	 	 	 
	6.

	 	Personal Data
Protection
	 	By signing this Agreement, you confirm that you understand and agree that it will
be necessary for the administration of the Plan to collect and process your
personal data relating to the options that were granted to you. Moreover, if you
are a non-US participant it may be necessary to transfer this personal data,
outside of the country in which you work or are employed, to the United States or
any other third countries. By signing this Agreement, you explicitly consent to
the collection, use and transfer of your personal data for the above described
purpose to the Company or its Affiliates and any third party service provider as
selected by the Company insofar it relates to the administration of the Plan. The
United States may be considered to have a different or lower level of data
protection than your country. You may request access to and correction of your
personal data by contacting your local Human Resources Manager. You understand
that failure to consent to the collection use and transfer of your personal data
for the administration of Plan may affect your ability to receive options.
	 
	 	 	 	 





	 	 	 	 	 
	7.

	 	Electronic
Delivery
	 	The Company may, in its sole discretion, decide to deliver any documents related
to any awards granted under the Plan by electronic means or to request your
consent to participate in the Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company, and
such consent shall remain in effect throughout your term of employment or service
with the Company and thereafter until withdrawn in writing by you.
	 
	 	 	 	 
	8.

	 	Non-
Transferability
	 	Your options are not transferable except by will or the laws of descent and
distribution. 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.
	 
	 	 	 	 
	9.

	 	Applicable
Law
	 	This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
	 
	 	 	 	 
	10.

	 	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.






	 	 	 	 	 	 	 	 	 
	 	 	OPTIONEE:	 	 	 	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	/s/ Mark S. Thompson
	 	 	 	/s/ Paul D. Delva	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Mark S. Thompson
	 	 	 	Paul D. Delva	 	 
	 	 	Global ID/SSN:	 	 	 	Vice President, General Counsel and Secretary