exv10w5



 






Exhibit 10.5









Fairchild Semiconductor Stock Plan

Performance Unit Award Agreement




	 	 	 	 	 
	PARTICIPANT: Kirk Pond

	 	EMPLOYEE ID:
	 	GLOBAL ID:






	 	 	 	 	 
	GRANT DATE:

	 	July 18, 2005

	 
	 	 	 	 
	TARGET NUMBER OF PERFORMANCE UNITS:

	 	11,591	 	 
	 
	 	 	 	 
	PERFORMANCE YEAR:

	 	Fiscal Year Ending December 25, 2005






THIS AGREEMENT, effective as of the Grant Date 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 award of the number of performance units
(“Performance Units”) specified above. Capitalized terms used and not defined in this Agreement
shall have the meanings given to them in the Plan.



By accepting this Grant, you irrevocably agree, on your own behalf and on behalf of your heirs and
any other person claiming rights under this Agreement, to all of the terms and conditions of the
Performance Unit Award as set forth in or pursuant to this Agreement and the Plan (as such may be
amended from time to time). You and the Company agree as follows:




	 	 	 	 	 
	1.

	 	Application of Plan;
Administration
	 	This Agreement and your rights under this Agreement are 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.

	 	Performance Goal
	 	The issuance of Performance Units pursuant to this Agreement shall be subject to the Company achieving earnings before
interest and taxes, as determined by the Committee pursuant to the Plan, (“EBIT”) for the Performance Year set forth
above equal to at least the 50% EBIT Target established by the Committee and set forth in the table below. If EBIT for
the Performance Year does not equal or exceed the 50% EBIT Target threshold, the right to receive any Performance Units
pursuant to this Agreement shall expire without consideration.
	 
	 	 	 	 
	 

	 	 	 	Subject to the foregoing paragraph and provided that you have remained in the full time employment or service of the
Company or an Affiliate from the Grant Date set forth above, the number of Performance Units issued to you under this
Agreement (such units, the “Granted Performance Units”) shall be determined in accordance with the following schedule:






	 	 	 	 	 
	 	 	EBIT Required to	 	 
	Percentage EBIT	 	Achieve Percentage	 	Number of Granted
	Target 	 	EBIT Target	 	Performance Units If Percentage EBIT Goal Achieved
	50% EBIT Target

	 	 	 	0.50 x the Target Number of Performance Units
	 
	 	 	 	 
	100% EBIT Target

	 	 	 	1.00 x the Target Number of Performance Units
	 
	 	 	 	 
	150% EBIT Target

	 	 	 	1.50 x the Target Number of Performance Units
	 
	 	 	 	 
	200% EBIT Target

	 	 	 	2.00 x the Target Number of Performance Units






	 	 	 	 	 
	 

	 	 	 	In the event that the Company’s EBIT for the Performance Year falls between two of the Percentage EBIT Targets listed in
the table above, the number of Granted Performance Units shall be determined by linear interpolation. Notwithstanding
anything herein to the contrary, in no event shall more that 2.00 times the Target Number of Performance Units be issued
under this Agreement.






 









 






	 	 	 	 	 
	 

	 	 	 	Following the end of the Performance Year and the collection of relevant data necessary to determine the extent to which
the performance goal set forth in this Paragraph 2 has been satisfied, the Committee will determine: (a) the extent to
which the performance goal was achieved by the Company for the Performance Year; and (b) the percentage of the Target
Number of Performance Units to be issued pursuant to the Performance Unit Award program for the Performance Year. The
Committee shall make these determinations in its sole discretion. The number and kind of shares subject to or issued
under the Performance Unit Award shall be subject to adjustment as provided for in Section 3(c) of the Plan. The
achievement of the performance goal (or lack thereof) shall be evidenced by the Committee’s written certification. For
the avoidance of doubt, the right to receive up to 200% of the Target Number of Performance Units shall expire without
consideration to the extent that such units do not become Granted Performance Units.
	 
	 	 	 	 
	3.

	 	Vesting
	 	The Granted Performance Units will vest in full (becoming “Vested Performance Units”) on February 15, 2006 (the “Vesting
Date”) provided that you have remained in the full time employment or service of the Company or an Affiliate from the
Grant Date set forth above until the Vesting Date, provided that in no case shall the units vest before the date of the
Committee’s written certification of the performance goal achievement under Paragraph 2.
	 
	 	 	 	 
	4.

	 	Termination of
Employment
	 	Except as otherwise provided in Paragraph 8 of this Agreement, the right to issuance of Performance Units and the rights
under any Granted Performance Units that have not become Vested Performance Units at the time your employment or service
with the Company terminates for any reason will be forfeited without consideration as of the date of termination.
	 
	 	 	 	 
	5.

	 	Settlement of Granted
Performance Units and
Issuance of Shares
	 	Each Vested Performance Unit will be settled by the delivery of one share of Common Stock (subject to adjustment under
Section 3(c) of the Plan, a “Share”) to you or, in the event of your death, to your designated beneficiary, promptly
following the Vesting Date with respect to such Shares, subject to your satisfaction of any tax withholding obligations
as described in Paragraph 10 of this Agreement. You hereby authorize any brokerage service provider determined
acceptable to the Company, to open a securities account for you to be used for the settlement of Vested Performance
Units. The date on which Shares are issued may include a delay in order to provide the Company such time as it
determines appropriate to address tax withholding and other administrative matters.
	 
	 	 	 	 
	6.

	 	Rights as Stockholder
	 	Except as otherwise provided in this Agreement, you will not be entitled to any privileges of ownership of the shares of
Common Stock underlying your Performance Units unless and until Shares are actually delivered to you under this
Agreement.
	 
	 	 	 	 
	7.

	 	Dividends
	 	From and after the date a number of Granted Performance Units are issued to you under Paragraph 2 or Paragraph 8, you
will be credited with additional Performance Units having a value equal to declared dividends, if any, with record dates
that occur prior to the settlement of any Granted Performance Units as if such Granted Performance Units had been actual
shares of Common Stock, based on the Fair Market Value of a share of Common Stock on the applicable dividend payment
date. Any such additional Performance Units shall be considered Granted Performance Units under this Agreement and shall
also be credited with additional Performance Units as dividends, if any, are declared, and shall be subject to the same
restrictions and conditions (including the risk of forfeiture under Paragraph 4) as Granted Performance Units with
respect to which they were credited. Notwithstanding the foregoing, no such additional Performance Units will be
credited with respect to any dividend in connection with which Granted Performance Units are adjusted pursuant to
Section 3(c) of the Plan.
	 
	 	 	 	 
	8.

	 	Change in Control
	 	Notwithstanding anything to the contrary in this Agreement, the Granted Performance Units shall be subject to
acceleration of vesting upon a Change in Control as provided with respect to restricted stock under Section 11(a)(ii) of
the Plan, and shall be settled as if pursuant to Paragraph 5 of this Agreement, provided that if a Change in Control
occurs during the Performance Year, a number of Performance Units equal to 100% of the Target Number of Performance
Units shall be issued to you (and become Granted Performance Units) immediately prior to the Change in Control.






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	9.

	 	Transferability
	 	(a)
	 	Your Performance 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.
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	You acknowledge that, from time to time, the Company may be in a “blackout period” and/or subject to applicable
securities laws that could subject you to liability for engaging in any transaction involving the sale of the Company’s
shares. You further acknowledge and agree that, prior to the sale of any Shares, it is your responsibility to determine
whether or not such sale of Shares will subject you to liability under insider trading rules or other applicable
securities laws.
	 						
	10.

	 	Taxes
	 	(a)	 	General. You are ultimately liable and responsible for all taxes owed by you in connection with your Performance
Units, regardless of any action the Company takes or any transaction pursuant to this Paragraph 10 with respect to any
tax withholding obligations that arise in connection with the Performance Units. The Company makes no representation or
undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement
of the Performance Units or Granted Performance Units or the subsequent sale of any of the Shares underlying the Granted
Performance Units that vest. The Company does not commit and is under no obligation to structure this Agreement to
reduce or eliminate your tax liability.
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)	 	Taxes. You will be subject to federal and state income and other tax withholding requirements on a date (generally,
the Vesting Date) determined by applicable law (any such date, the “Taxable Date”), based on the Fair Market Value of
the Shares underlying the Granted Performance Units that vest. You will be solely responsible for the payment of all
U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may
be related to the Shares, including any such taxes that are required to be withheld and paid over to the applicable tax
authorities (the “Tax Withholding Obligation”). You will be responsible for the satisfaction of such Tax Withholding
Obligation in a manner acceptable to the Company in its sole discretion, including through payroll withholding.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i) By Sale of Shares. Your acceptance of this Agreement constitutes your instruction and authorization to the Company
and any brokerage firm determined acceptable to the Company for such purpose to sell on your behalf a whole number of
shares from those Shares issuable to you as the Company determines to be appropriate to generate cash proceeds
sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the Taxable Date or as soon
thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs
may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and
any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale.
To the extent the proceeds of such sale exceed your Tax Withholding Obligation, such excess cash will be deposited into
the securities account established with the brokerage service provider for the settlement of your Vested Performance
Units. Such Shares will be sold through the broker at market prices; however the price you receive will reflect a
weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated
broker may be selling shares on the relevant day(s), and you acknowledge that the Company or its designee is under no
obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be
sufficient to satisfy your Tax Withholding Obligation. Accordingly, you agree to pay to the Company as soon as
practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not
satisfied by the sale of shares described above. Unless otherwise authorized by the Committee in its sole discretion,
the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation,
and accordingly you represent and warrant to the Company as follows:






	 	 	 	 	 	 	 
	 

	 	 	 	A.
	 	You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you
are not aware of any Material Nonpublic Information (as defined in the Company’s Corporate Legal Insider Trading and
Tipping Policy) concerning the Company.
	 
	 	 	 	 	 	 
	 

	 	 	 	B.
	 	You will not exercise any subsequent influence over the amount of Shares to be sold hereunder to generate funds for
the Tax Withholding Obligation or the price, date or time of such sale.
	 
	 	 	 	 	 	 
	 

	 	 	 	C.
	 	You are entering into this Agreement in good faith and have a bona fide intention to carry out the terms of this
Agreement, and you will not enter into or alter a corresponding or






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	 	 	 	 	 	hedging transaction or position with respect to the
Shares.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii) By Share Withholding. If so elected in the sole discretion of the Committee, then in lieu of a market sale pursuant
to Paragraph 10(b)(i) you authorize the Company to withhold from the Shares issuable to you the whole number of shares
with a value equal to the Fair Market Value of the Shares on the Taxable Date or the first trading day before the
Taxable Date, sufficient to satisfy the applicable Tax Withholding Obligation. You acknowledge that the withheld shares
may not be sufficient to satisfy your Tax Withholding Obligation. Accordingly, you agree to pay to the Company as soon
as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is
not satisfied by the withholding of Shares described above.
	 
	 	 	 	 	 	 





	 	 	 	 	 
	11.

	 	Data Privacy
	 	As an essential term of this Agreement, you consent to the collection, use and transfer, in electronic or other form, of
personal data as described in this Agreement for the exclusive purpose of implementing, administering and managing your
participation in the Plan.


By entering into this Agreement and accepting the Performance Units, you acknowledge that the Company holds certain
personal information about you, including, but not limited to, your name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, tax rates and amounts, nationality, job title,
any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding, for the purpose of implementing, administering and
managing the Plan (“Data”). You acknowledge that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in jurisdictions that
may have different data privacy laws and protections, and you authorize the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the
Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you or
the Company may elect to deposit any shares of stock acquired under this Agreement. You acknowledges that Data may be
held only as long as is necessary to implement, administer and manage your participation in the Plan as determined by
the Company, and that you may request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, provided however, that
refusing or withdrawing your consent may adversely affect your ability to participate in the Plan.
	 
	 	 	 	 
	12.

	 	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.






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	13.

	 	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 Paragraph 13(a) above, this Agreement and the Plan may be amended without your
consent to the extent provided in Section 14(b) of the Plan.
	 
	 	 	 	 	 	 
	 

	 	 	 	(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. The Company may impose such restrictions, conditions or
limitations as it determines appropriate as to the timing and manner of any resales by you or other subsequent transfers
by you of any shares of Common Stock issued as a result of or under this Agreement, including without limitation (i)
restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective
registration statement under the Securities Act of 1933, as amended, covering the Performance Units and (iii)
restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any sale
of shares of Common Stock issued pursuant to this Agreement must also comply with other applicable laws and regulations
governing the sale of such shares.
	 
	 	 	 	 	 	 
	 

	 	 	 	(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.
	 
	 	 	 	 	 	 
	 

	 	 	 	(e)
	 	Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under
the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Committee
(including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such
decision by the Committee shall be final and binding.






	 	 	 	 	 
	14.

	 	Signatures
	 	By the signatures below, you and the authorized representative of the Company acknowledge agreement to this Performance
Unit Award Agreement as of the Grant Date specified above.






	 	 	 	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 	 	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	/s/ Kirk P. Pond
	 	 	 	/s/ Paul D. Delva	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Kirk P. Pond
	 	 	 	Paul D. Delva	 	 
	 	 	 	 	 	 	Vice President, General Counsel and Secretary






To accept your Performance Unit grant:





	 	(a)	 	Sign BOTH copies of this Performance Unit Award Agreement;

	 
	 	(b)	 	Retain one copy of each for your records;
	 
	 	(c)	 	Return one copy of each in the enclosed envelope by August 22, 2005.






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