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                                                                   EXHIBIT 10.31

[FAIRCHILD SEMICONDUCTOR LETTERHEAD]

June 5, 2001                                                        Attachment B

Hans Wildenberg
2709 Hillview Green Lane
Austin, TX 78703

                           RE: RESTRICTED STOCK GRANT

Dear Hans:

This letter sets forth an agreement between you and Fairchild Semiconductor
International, Inc., a Delaware corporation (the "Company"), regarding the
Company's grant to you of certain shares of restricted stock in connection with
your employment as Executive Vice President, Worldwide Sales and Marketing, of
the Company's wholly owned subsidiary, Fairchild Semiconductor Corporation.

1. SHARES GRANTED

In partial consideration for your decision to accept employment with Fairchild
Semiconductor Corporation, the Company shall issue and grant to you, on the date
you begin employment, at no cost to you but subject to the vesting and
forfeiture provisions, transfer restrictions and other terms and conditions
described in this letter, 20,000 shares of the Company's Class A Common Stock
(the "Restricted Shares"), which shares shall be duly authorized, validly issued
and non-assessable.

2. VESTING AND FORFEITURE PROVISIONS

Your Restricted Shares shall vest (becoming "Vested Shares") on the following
Vesting Dates in the following respective amounts:

<TABLE>
<CAPTION>
Vesting Date          Number of Shares to Vest      Total Number of Vested Shares
------------          ------------------------      -----------------------------
<S>                   <C>                           <C>
November 1, 2002               6,000                            6,000
November 1, 2003              10,000                           16,000
November 1, 2004               4,000                           20,000
</TABLE>

"Unvested Shares" means any Restricted Shares that are not Vested Shares.

In the event your employment with Fairchild Semiconductor Corporation is
terminated for any reason other than your death or your Permanent Disability (as
defined below) (including without

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limitation as a result of your voluntary resignation or termination by the
Company with or without cause), any and all right, title and interest that you
or any Permitted Transferee (as defined below) may have to or in any Unvested
Shares shall be automatically and immediately forfeited as of the date of such
termination and all such forfeited shares shall revert to the Company treasury
as of such date without any action by you or the Company. "Permanent Disability"
shall mean a permanent and total incapacity to perform services substantially
similar to those provided to the Company or any of its subsidiaries immediately
prior to the date of such disability. Upon such event of forfeiture, you (or any
Permitted Transferee(s)) shall surrender to the Company for cancellation stock
certificates representing at least the number of Unvested Shares at the time of
forfeiture, provided that the Company shall promptly thereafter issue new stock
certificates representing any Vested Shares represented by such surrendered
certificates as of such termination date. In the event your employment with
Fairchild Semiconductor Corporation is terminated as a result of your death or
your Permanent Disability, then all Unvested Shares as of the date of such
termination shall automatically become Vested Shares as of such date.

Vested Shares shall not be subject to the foregoing forfeiture provisions.

3. TRANSFER RESTRICTIONS

You shall not, without the prior written consent of the Company, Transfer (as
defined below) any Unvested Shares except to a Permitted Transferee (as defined
below).

      "Transfer" includes the making of any sale, exchange, assignment,
      hypothecation, gift, security interest, pledge or other encumbrance, or
      any agreement to do any of the foregoing, any voting trust or other
      agreement or arrangement with respect to the transfer of voting rights or
      any other beneficial interest in any of the Unvested Shares, the creation
      of any other claim thereto or any other transfer or disposition
      whatsoever, whether voluntary or involuntary, affecting the right, title,
      interest or possession in or to the Unvested Shares.

      "Permitted Transferee" means your spouse, children or grandchildren (in
      each case, natural or adopted), any trust for the sole benefit of such
      persons, any charitable trust of which you are the grantor, or any
      corporation, limited liability company or partnership in which you, your
      spouse and/or your children or grandchildren (in each case, natural or
      adopted) directly and beneficially own all the equity interests, provided
      that no person or entity shall be a Permitted Transferee unless such
      person or entity enters into an agreement with the Company binding such
      person or entity to the same extent as you are bound hereby.

Vested Shares shall not be subject to the foregoing restrictions on Transfer,
although they shall be subject to Transfer restrictions under applicable
securities or other laws.
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4. TAX GROSS-UP

General. You will have certain tax obligations relating to the first 10,000
Restricted Shares (the "83(b) Shares") on the date you begin employment, and
certain additional tax obligations relating to the remaining 10,000 Restricted
Shares (the "Ordinary Income Shares") on the last two Vesting Dates, as further
explained below. The Company will pay some, but not all, of these tax
obligations, as further explained below.

Tax Gross-Up With Respect to 83(b) Shares. By making the Section 83(b) election
discussed in section 5 below with respect to the 83(b) Shares, you will have
ordinary income in the 2001 tax year equal to the market value of those shares
on the date you receive them (i.e., the date you begin employment). The Company
shall pay, directly to applicable tax authorities, an amount equal to any United
States federal and/or state income, Social Security, unemployment or Medicare
taxes (and any other U.S. federal or state taxes ordinarily imposed on wages or
income) that result from income recognized by you upon your receipt of the 83(b)
Shares.

No Tax Gross-Up With Respect to Ordinary Income Shares. You agree that your
Section 83(b) election discussed in section 5 below will not cover the Ordinary
Income Shares. Accordingly, you will have ordinary income with respect to those
shares on the Vesting Dates on which you receive those shares. The amount of
ordinary income will equal the fair market value of the Ordinary Income Shares
received on each applicable Vesting Date. In other words, you will have ordinary
income on November 1, 2003 equal to the fair market value of 6,000 shares on
that date, and ordinary income on November 1, 2004 equal to the fair market
value of 4,000 shares on that date. The Company will not reimburse you for any
taxes you have to pay as a result of such income.

      Agreement to Sell Shares. In addition, to satisfy the Company's tax
      withholding obligations relating to your receipt of Ordinary Income
      Shares, you agree to sell, promptly following November 1, 2003 and
      November 1, 2004, and in no event later than the date such obligations are
      due to be remitted to applicable tax authorities, a sufficient number of
      Vested Shares received on those dates to satisfy such withholding
      obligations, and not to use the proceeds of any sale of such Vested Shares
      until such withholding obligations have been satisfied. Alternatively, you
      may pay the Company in cash an amount sufficient to satisfy such
      withholding obligations.

IMPORTANT: YOU MAY HAVE ADDITIONAL TAX CONSEQUENCES, BASED ON YOUR PERSONAL
CIRCUMSTANCES, AS A RESULT OF YOUR RECEIPT OF RESTRICTED SHARES THAT ARE UNKNOWN
TO, OR NOT DETERMINABLE BY, THE COMPANY. YOU ARE STRONGLY URGED TO CONSULT YOUR
PERSONAL TAX ADVISOR TO DETERMINE ANY SUCH CONSEQUENCES RESULTING FROM THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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5. FILING OF SECTION 83(B) ELECTION

You shall timely file an appropriate form of Section 83(b) Election with respect
to the 83(b) Shares with the Internal Revenue Service Center with which you file
your federal tax return and provide a copy to the Company, all within 30 days
after you receive those shares. YOU ACKNOWLEDGE AND AGREE THAT SUCH SECTION
83(B) ELECTION MUST BE FILED BY YOU WITH THE I.R.S. BY SUCH 30-DAY DEADLINE AND
THAT NO EXTENSION OF THE DEADLINE IS AVAILABLE BY LAW. Failing to file the
Section 83(b) Election by the deadline could result in adverse tax consequences
to you, including without limitation the recognition of additional income in the
tax years when the 83(b) Shares vest, and the Company assumes no liability or
obligation for any such adverse tax consequences. In addition, a copy of the
election must be included with your federal tax return for the 2001 tax year. A
suggested form of Section 83(b) Election is attached.

6. REPRESENTATIONS AND WARRANTIES MADE BY YOU

By signing where indicated below, you represent and warrant to the Company that:

      (a)   you are receiving the Restricted Shares not with a view to
            distribution thereof that would violate the U.S. Securities Act of
            1933, as amended (the "Securities Act"), or the applicable
            securities laws of any state, and that you will not distribute any
            Restricted Shares in violation of the Securities Act or any such
            state laws;

      (b)   you understand that the Restricted Shares have not been registered
            under the Securities Act or the securities laws of any state, and
            that the Restricted Shares must be held indefinitely unless
            subsequently registered under the Securities Act and any applicable
            state securities laws or unless an exemption (such as that currently
            provided by Rule 144 under the Securities Act) from such
            registration is available;

      (c)   you understand that the exemption from registration provided by Rule
            144 under the Securities Act will not be available to you until one
            year has elapsed after you receive the Restricted Shares;

      (d)   you understand and acknowledge that the Restricted Shares are
            subject to a substantial risk of forfeiture as provided in Section 2
            above; and

      (e)   you understand and acknowledge (i) that the value of the Restricted
            Shares is subject to various risks and uncertainties facing the
            Company, as described in the Company's filings with the Securities
            and Exchange Commission, (ii) that you are familiar with and
            understand such risks and (iii) that the value of the Restricted
            Shares may decline.

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7. LEGENDS

All stock certificates representing Restricted Shares will bear the following
legend in addition to any other legend required under applicable law:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS
            OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER
            THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION
            OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
            NOT REQUIRED.

In addition, all stock certificates representing Unvested Shares will bear the
following legend:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR
            A PERIOD OF TIME TO RESTRICTIONS ON TRANSFER, AND PROVISIONS THAT
            REQUIRE SUCH SHARES TO BE FORFEITED TO THE COMPANY UNDER CERTAIN
            CIRCUMSTANCES, UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT, A
            COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE
            COMPANY, AND THE TRANSFER OR OTHER DISPOSITION OF SUCH SECURITIES IS
            PERMITTED ONLY UPON PROOF OF COMPLIANCE WITH THE TERMS OF SUCH
            AGREEMENT. ANY PURPORTED TRANSFER NOT IN COMPLIANCE WITH THE TERMS
            OF SUCH AGREEMENT SHALL BE VOID AND OF NO EFFECT WITH RESPECT TO THE
            SECURITIES REPRESENTED HEREBY OR THE ISSUER THEREOF.

8. NOTATION

The Company reserves the right to enter or cause to be entered a notation on the
appropriate transfer records of the Company with respect to the restrictions on
Transfer referred to in this Agreement.

9. NO EFFECT ON EMPLOYMENT

Nothing herein contained shall confer on you any right to remain in the employ
of Fairchild Semiconductor Corporation or any of its affiliates.

Please indicate your agreement to the terms hereof by signing a copy of this
letter where indicated below and returning such copy, as signed, to the
undersigned officer of the Company.
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Yours very truly,

FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.

By:  /s/ Daniel E. Boxer
     ----------------------------
     Daniel E. Boxer
     Executive Vice President


ACKNOWLEDGED AND AGREED:

/s/ Hans Wildenberg
----------------------------
Hans Wildenberg
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 [DRAFT ONLY; PLEASE CONSULT YOUR PERSONAL TAX ADVISOR BEFORE FILING THIS FORM]

                             Section 83(b) Election

              TO BE FILED WITHIN 30 DAYS AFTER THE DATE OF TRANSFER

Internal Revenue Service Center

_______________________,________

                     ELECTION TO INCLUDE IN GROSS INCOME IN
                    YEAR OF TRANSFER OF PROPERTY PURSUANT TO
                   SECTION 83(b) OF THE INTERNAL REVENUE CODE

            The undersigned hereby makes an election pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended, to include in my gross income
for the 2001 taxable year the fair market value of the property described below.
In this regard, the undersigned supplies the following information in accordance
with Treas. Reg. Section 1.83-2(e).

                  1.    The name, address and taxpayer identification number of
                        the undersigned are:

                               Hans Wildenberg
                               ____________________________
                               ____________________________
                               ____________________________

                               Social Security Number: __________________

                  2.    Description of property with respect to which the
                        election is being made:

                              10,000 shares of Class A Common Stock, par value
                              $.01 per share (the "property"), of Fairchild
                              Semiconductor International, Inc., a Delaware
                              corporation (the "Corporation").

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                  3.    The date on which the property was transferred is
                        ___________, 2001. The taxable year to which this
                        election relates is calendar year 2001.

                  4.    The nature of restrictions to which the property is
                        subject:

                        If before November 1, 2002, the taxpayer terminates
                        employment with a wholly owned subsidiary of the
                        Corporation, the taxpayer will forfeit all right, title
                        and interest in or to all of the property.

                        If on or after November 1, 2002 but before November 1,
                        2003, the taxpayer terminates employment with a wholly
                        owned subsidiary of the Corporation, the taxpayer will
                        forfeit all right, title and interest in or to 4,000
                        shares of the property.

                        In other words, restrictions affecting 6,000 shares will
                        lapse on November 1, 2002 and restrictions affecting the
                        remaining 4,000 shares will lapse on November 1, 2003
                        (assuming taxpayer remains employed on such dates).

                  5.    The fair market value at time of transfer (determined
                        without regard to any restrictions other than
                        restrictions which by their terms will never lapse) of
                        the property with respect to which this election is
                        being made was:

                        $_____________ (or $______ per share of Class A Common
                        Stock).

                  6.    The amount paid by the undersigned for this property
                        was:

                        Nil.

                  7.    A copy of this statement has been furnished to the
                        Corporation.

                                                Very truly yours,


                                                ________________________________
                                                Hans Wildenberg