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                                                                   EXHIBIT 10.21

                       FAIRCHILD SEMICONDUCTOR STOCK PLAN

SECTION 1. PURPOSE; DEFINITIONS

      The purpose of the Fairchild Semiconductor Stock Plan is to give the
Company a competitive advantage in attracting, retaining and motivating
officers, employees, Non-Employee Directors and consultants and to provide the
Company and its Subsidiaries and Affiliates with a stock plan providing
incentives for future performance of services directly linked to the
profitability of the Company's businesses and increases in Company stockholder
value.

      For purposes of the Plan, the following terms are defined as set forth
below. In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.

      (a) "Administration Agent" means the person or entity designated by the
Company to administer any portion of the Plan or transactions contemplated by
the Plan as instructed by the Company. If no such person or entity has been so
designated, then "Administration Agent" means the Company.

      (b) "Affiliate" means a corporation or other entity controlled by,
controlling or under common control with the Company.

      (c) "Award" means a Stock Appreciation Right, Stock Option, Restricted
Stock, Deferred Stock Unit, or Other Stock-Based Award.

      (d) "Award Cycle" means a period of consecutive fiscal years or portions
thereof designated by the Committee over which Deferred Stock Units are to be
earned.

      (e) "Award Agreement" means any written agreement, contract or other
instrument or document evidencing the grant of an Award.

      (f) "Board" means the Board of Directors of the Company.

      (g) "Cause" means, unless otherwise provided by the Committee in the terms
and conditions of a particular Award, (i) "Cause" pursuant to any Individual
Agreement to which the Participant is a party that is then in effect, or (ii) if
there is no such Individual Agreement or if it does not define Cause,
termination of the Participant's employment by the Company or any of its
Affiliates or Subsidiaries because of (A) the Participant's commission or
conviction of a felony under federal law or the law of the state in which such
action occurred, (B) the Participant's dishonesty in the course of fulfilling
the Participant's employment duties, (C) the Participant's willful and
deliberate failure to perform his or her employment duties in any material
respect, or (D) in the case of a termination prior to a Change in Control, such
other events as shall be determined by the Committee. The Committee shall,
unless otherwise provided in an Individual Agreement with the Participant, have
the sole discretion to determine whether "Cause" exists, and its determination
shall be final.

      (h) "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 11(b) and (c), respectively.

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      (i) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

      (j) "Commission" means the Securities and Exchange Commission or any
successor agency.

      (k) "Committee" means the Committee referred to in Section 2.

      (l) "Common Stock" means the Class A Common Stock, par value $.01 per
share, of the Company.

      (m) "Company" means Fairchild Semiconductor International, Inc., a
Delaware corporation.

      (n) "Covered Employee" means a Participant designated prior to the grant
of Restricted Stock, Deferred Stock Units or Other Stock-Based Awards granted
pursuant to Section 10 or, if granted subject to Performance Goals, Stock
Options or Stock Appreciation Rights, by the Committee who is or may be a
"covered employee" within the meaning of Section 162(m)(3) of the Code in the
year in which the Company is expected to be entitled to a federal income tax
deduction with respect to the Award.

      (o) "Deferred Stock Units" means an Award granted under Section 8.

      (p) "Disability" means, unless otherwise provided by the Committee in the
terms and conditions of a particular Award, (i) "Disability" as defined in any
Individual Agreement to which the Participant is a party, or (ii) if there is no
such Individual Agreement or it does not define "Disability," disability as
determined under the Company's disability plans and related policies applicable
to the Participant.

      (q) "Early Retirement" means the termination of a Participant's
employment, by the Participant or the Company, following which the Participant
has no intention of engaging in, and does not in fact subsequently engage in,
full-time employment, after attaining age 55, if the Participant's elapsed years
of continuous full-time service plus 55 equals 65 or more.

      (r) "Effective Date" shall have the meaning set forth in Section 17.

      (s) "Eligible Individuals" means Non-Employee Directors, officers,
employees and consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective officers, employees and consultants who have
accepted offers of employment or consultancy from the Company or its
Subsidiaries or Affiliates.

      (t) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

      (u) "Exercise Price" shall have the meaning set forth in Section 5(d).

      (v) "Freestanding Stock Appreciation Right" shall have the meaning set
forth in Section 6(a).

      (w) "Fair Market Value" means, as of any given date, the closing sales
price on such date during normal trading hours (or, if there are no reported
sales on such date, on the last date prior to such date on which there were
sales) of the Common Stock on the New York Stock Exchange Composite Tape or, if
not listed on such exchange, on any other national securities exchange on which
the Common Stock


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is listed or on NASDAQ, in any case, as reporting in such source as the
Committee shall select. If there is no regular public trading market for such
Common Stock, the Fair Market Value of the Common Stock shall be determined by
the Committee in good faith.

      (x) "Good Reason" means a Termination of Employment for "Good Reason"
pursuant to an Individual Agreement to which the Participant is a party that is
then in effect. If a Participant does not have an Individual Agreement, or if it
does not define Good Reason, no termination of that Participant's employment
shall be considered to be for "Good Reason."

      (y) "Incentive Stock Option" means any Stock Option designated as, and
qualified as, an "incentive stock option" within the meaning of Section 422 of
the Code.

      (z) "Individual Agreement" means a written employment, consulting or
similar agreement between a Participant and the Company or one of its
Subsidiaries or Affiliates.

      (aa) "Non-Employee Director" means a member of the Board of the Company
who is not also an employee or an officer of the Company or any of its
Subsidiaries or Affiliates.

      (bb) "NonQualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

      (cc) "Normal Retirement" means retirement from active employment with the
Company, a Subsidiary or Affiliate at or after age 65.

      (dd) "Other Stock-Based Award" means an Award granted pursuant to Section
10.

      (ee) "Outside Director" means a member of the Board who qualifies as an
"outside director" within the meaning of Section 162(m) of the Code and as a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Exchange Act.

      (ff) "Performance Goals" means the performance goals which may be
established by the Committee in connection with the grant of Restricted Stock,
Deferred Stock Units, Stock Options, Stock Appreciation Rights or Other
Stock-Based Awards granted pursuant to Section 10. In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the attainment of
specified levels of one or more of the following measures: earnings per share,
revenues, net profit after tax, gross profit, operating profit, earnings before
interest, taxes, depreciation and amortization (EBITDA), EBIT, cash flow, asset
quality, stock price performance, unit volume, return on equity, change in
working capital, return on capital or shareholder return, and (ii) such
Performance Goals shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations.

      (gg) "Participant" means an Eligible Individual who has been granted an
Award.

      (hh) "Plan" means the Fairchild Semiconductor Stock Plan, as set forth
herein and as hereinafter amended in accordance herewith.

      (ii) "Pre-Existing Plan" means the Fairchild Semiconductor International,
Inc. Restated Stock Option Plan, as amended up to the Effective Date.


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      (jj) "Qualified Performance-Based Award" means an Award of Restricted
Stock, Deferred Stock Units, Stock Options, Stock Appreciation Rights or Other
Stock-Based Awards granted pursuant to Section 10 subject to Performance Goals
designated as such by the Committee at the time of grant, based upon a
determination that (i) the recipient is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock or Deferred Stock Units and (ii) the Committee wishes such Award to
qualify for the Section 162(m) Exemption.

      (kk) "Restricted Stock" means an Award granted under Section 7.

      (ll) "Retirement" means Normal Retirement or Early Retirement. For the
avoidance of doubt, the definitions of Retirement herein are solely for the
purposes of the Plan and for no other purpose.

      (mm) "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.

      (nn) "Section 162(m) Exemption" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

      (oo) "Stock Appreciation Right" means an Award granted under Section 6.

      (pp) "Stock Option" means an Award granted under Section 5.

      (qq) "Strike Price" shall have the meaning set forth in Section 6(c)(ii).

      (rr) "Subsidiary" means any corporation, partnership, joint venture or
other entity during any period in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company or any successor to
the Company.

      (ss) "Tandem Stock Appreciation Right" shall have the meaning set forth in
Section 6(a).

      (tt) "Termination of Employment" means the termination of the
Participant's employment with, or performance of services for, the Company and
any of its Subsidiaries or Affiliates. A Participant employed by, or performing
services for, a Subsidiary or an Affiliate shall also be deemed to incur a
Termination of Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the Participant does not
immediately thereafter become an employee of, or service-provider for, the
Company or another Subsidiary or Affiliate. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among the Company
and its Subsidiaries and Affiliates shall not be considered Terminations of
Employment. For avoidance of doubt, a Participant who is an Eligible Individual
and, without a break-in-service, becomes an Eligible Individual of another type
under the Plan (e.g., an employee becomes a consultant) shall not be treated as
having a Termination of Employment under the Plan.

SECTION 2. ADMINISTRATION

      (a) The Plan shall be administered by the Compensation Committee or such
other committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than three Outside Directors,
each of whom shall be appointed by and serve at the pleasure of the


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Board and, to the extent applicable, be an "independent director" within the
meaning of any New York Stock Exchange rule or listing requirements with respect
to such director's duties hereunder.

      (b) The Committee shall have plenary authority to grant Awards, pursuant
and subject to the terms of the Plan, to Eligible Individuals.

      (c) Among other things, the Committee shall have the authority, subject to
the terms of the Plan:

            (i) To select the Eligible Individuals to whom Awards may be
      granted;

            (ii) To determine whether and to what extent Incentive Stock
      Options, NonQualified Stock Options, Stock Appreciation Rights, Restricted
      Stock, Deferred Stock Units and Other Stock-Based Awards or any
      combination thereof are to be granted hereunder;

            (iii) To determine the number of shares of Common Stock to be
      covered by each Award granted hereunder;

            (iv) To determine the terms and conditions of any Award granted
      hereunder (including, but not limited to, the Exercise Price of a Stock
      Option (subject to Section 5(d)(i)) or the Strike Price of a Freestanding
      Stock Appreciation Right (subject to Section 6(c)(ii)), any vesting
      condition, restriction or limitation, which may be related to the
      performance of the Participant, the Company or any Subsidiary or Affiliate
      and any vesting acceleration or forfeiture waiver regarding any Award and
      the shares of Common Stock relating thereto, based on such factors as the
      Committee shall determine, subject, in the case of Restricted Stock, to
      Section 7(c)(i) and (ii) and, in the case of Deferred Stock Units, to
      Section 8(b)(i) and (ii);

            (v) Subject to the other terms of this Plan, including without
      limitation Section 13 and 14, to modify, amend or adjust the terms and
      conditions of any Award from time to time, including but not limited to
      Performance Goals; provided, however, that the Committee may not adjust
      upwards the amount payable with respect to a Qualified Performance-Based
      Award or waive or alter the Performance Goals associated therewith in a
      manner that would violate Section 162(m) of the Code;

            (vi) To determine to what extent and under what circumstances Common
      Stock and other amounts payable with respect to an Award shall be
      deferred; and

            (vii) To determine under what circumstances an Award may be settled
      in cash or Common Stock under Sections 5(m), 5(n), 6(b)(ii), 6(c)(iv),
      6(c)(xi) and 8(b)(iv).

      (d) The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

      (e) The Committee may act only by a majority of its members then in
office. Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Committee may (i) allocate all or any portion of
its responsibilities and powers to any one or more of its members and (ii)


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delegate all or any part of its responsibilities and powers to any person or
persons selected by it (provided that no such delegation may be made that would
cause Awards or other transactions under the Plan to cease to be exempt from
Section 16(b) of the Exchange Act or cause an Award designated as a Qualified
Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption). Any such allocation or delegation may be revoked by
the Committee at any time.

      (f) Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company, its Subsidiaries,
Affiliates, stockholders and Participants.

      (g) Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority
would cause any Award or transaction to become subject to (or lose an exemption
under) the short-swing profit recovery provisions of Section 16 of the Exchange
Act or cause an Award designated as a Qualified Performance-Based Award not to
qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the
extent that any permitted action taken by the Board conflicts with action taken
by the Committee, the Board action shall control.

SECTION 3. COMMON STOCK SUBJECT TO PLAN

      (a) The maximum number of shares of Common Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be equal to (i)
3,626,956 plus (ii) the number of shares remaining available for grant under the
Pre-Existing Plan on the Effective Date, following which date such number of
shares shall be available for Awards under this Plan and shall no longer be
available under the Pre-Existing Plan. No Participant may be granted Stock
Options and Stock Appreciation Rights covering in excess of 2,000,000 shares of
Common Stock in any fiscal year of the Company. The total number of shares of
Common Stock that can be delivered under the Plan in connection with Awards of
Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards granted
pursuant to Section 10, shall not exceed 500,000 during the term of the Plan.
Shares subject to an Award under the Plan may be authorized and unissued shares
or may be treasury shares.

      (b) If any Award is forfeited, or if any Stock Option (and related Stock
Appreciation Right, if any) terminates, expires or lapses without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan. If the Exercise Price of any Stock Option
granted under the Plan is satisfied by delivering shares of Common Stock to the
Company (by either actual delivery or by attestation), only the number of shares
of Common Stock issued net of the shares of Common Stock delivered or attested
to shall be deemed delivered for purposes of determining the maximum numbers of
shares of Common Stock available for delivery pursuant to Awards other than
Incentive Stock Options under the Plan. To the extent any shares of Common Stock
subject to an Award are not delivered to a Participant because such shares are
used to satisfy an applicable tax-withholding obligation, such shares shall not
be deemed to have been delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under the Plan. In addition, in
the event that any option or award granted under the Pre-Existing Plan is
exercised through the tendering of shares of Common Stock or in the event that
withholding tax liabilities arising from such options or awards are satisfied by
the tendering of shares of Common Stock or the withholding of shares of Common
Stock by the Company, the shares


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so tendered or withheld shall be available for Awards under the Plan. If any
shares of Common Stock subject to an award under the Pre-Existing Plan are
forfeited or if any award under the Pre-Existing Plan based on shares of Common
Stock is settled for cash, or expires or otherwise is terminated without
issuance of such shares, the Common Stock subject to such award shall, to the
extent of such cash settlement, forfeiture or termination, be available for
Awards under the Plan. The maximum number of shares of Common Stock that may be
issued pursuant to Stock Options intended to be Incentive Stock Options shall be
1,000,000 shares.

      (c) In the event of any change in corporate capitalization (including, but
not limited to, a change in the number of shares of Common Stock outstanding),
such as a stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Company or any extraordinary
cash or stock dividend, the Committee or Board may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan, and the maximum limitation upon Stock Options and Stock
Appreciation Rights to be granted to any Participant, in the number, kind and
Exercise Price of shares subject to outstanding Stock Options and Stock
Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion (including without limitation the payment of an amount in cash
therefor); provided, however, that the number of shares subject to any Award
shall always be a whole number. Such adjusted Exercise Price shall also be used
to determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option. Any adjustment under this
Section 3(c) need not necessarily be the same for all Participants.

SECTION 4. ELIGIBILITY

      Awards may be granted under the Plan to Eligible Individuals, provided
that the only Awards that may be granted to Non-Employee Directors shall be (a)
Stock Options in accordance with Section 5(e), (b) Awards of Restricted Stock in
accordance with Section 7(d) and (c) Deferred Stock Units in accordance with
Section 8(c).

SECTION 5. STOCK OPTIONS

      (a) Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types: Incentive Stock Options and
NonQualified Stock Options. Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve, subject to the terms
of the Plan.

      (b) The Committee shall have the authority to grant any Participant
Incentive Stock Options, NonQualified Stock Options or both types of Stock
Options (in each case with or without Stock Appreciation Rights); provided,
however, that grants hereunder are subject to the aggregate limit on grants to
individual Participants set forth in Section 3. Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries or parent
corporation (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or even if
so designated does not qualify as an Incentive Stock Option on or subsequent to
its grant date, it shall constitute a NonQualified Stock Option.


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      (c) Stock Options shall be evidenced by an Award Agreement, the terms and
provisions of which may differ. An Award Agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
NonQualified Stock Option. The grant of a Stock Option shall occur on the date
or dates specified by the Committee for individuals to receive grants of Stock
Options. The Company shall notify an Eligible Individual of any grant of a Stock
Option and a written Award Agreement or agreements shall be duly executed and
delivered by the Company to the Participant. Such agreement or agreements shall
become effective upon execution by the Company and the Participant. If such an
agreement is not executed by the Eligible Individual and returned to the Company
on or prior to 90 days after the date the Award Agreement is received by the
Eligible Individual (or such earlier date as the Committee may specify), such
Stock Option shall terminate unless the Committee shall determine otherwise.

      (d) Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:

            (i) Exercise price. The exercise price per share of Common Stock
      purchasable under a Stock Option shall be determined by the Committee and
      set forth in the Award Agreement (the "Exercise Price"). The Exercise
      Price for any Stock Option under the Plan shall not be less than the Fair
      Market Value of the Common Stock subject to that Stock Option on the date
      of grant, except that (1) the Exercise Price (other than for Incentive
      Stock Options) may be less than the Fair Market Value of the Common Stock
      subject to the Stock Option on the date of grant and equal to or greater
      than 85% of the Fair Market Value of the Common Stock subject to the Stock
      Option on the date of grant if the Stock Option is expressly granted in
      lieu of an amount of salary or cash bonus equal to or greater than the
      difference between (A) the aggregate Fair Market Value of the Common Stock
      subject to the Stock Option on the date of grant and (B) the aggregate
      Exercise Price of the Stock Option and (2) the Exercise Price of a Stock
      Option may be less than the Fair Market Value of the underlying Common
      Stock on the date of grant if such Exercise Price is determined after the
      date of grant based on the achievement of Performance Goals or the
      relative value of the Common Stock as compared to an index of the capital
      stock of other companies determined by the Committee.

            (ii) Option Term. The term of each Stock Option shall be fixed by
      the Committee, but no Stock Option shall be exercisable more than 10 years
      after the date the Stock Option is granted.

            (iii) Exercisability. Except as otherwise provided herein, Stock
      Options shall be exercisable at such time or times and subject to such
      terms and conditions as shall be determined by the Committee. If the
      Committee provides that any Stock Option is exercisable only in
      installments, the Committee may at any time waive such installment
      exercise provisions, in whole or in part, based on such factors as the
      Committee may determine, and the Committee may at any time accelerate the
      exercisability of any Stock Option.

      (e) Grants of Stock Options to Non-Employee Directors. Each Non-Employee
Director shall receive an Award of Stock Options to purchase not more than
20,000 shares of Common Stock upon his or her first election or appointment to
the Board, which Award shall be immediately exercisable in full on the grant
date. In addition, each Non-Employee Director shall receive an annual Award of
Stock Options to purchase not more than 15,000 shares of Common Stock, which
Award will be exercisable in full beginning one year following the date of
grant. Awards of Stock Options to Non-Employee Directors


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shall be made only in accordance with the foregoing terms, and, except as
specifically provided in this Plan, neither the Committee nor the Board shall
have any authority or discretion with respect to such Awards.(1)

      (f) Method of Exercise. Subject to the provisions of this Section 5, Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving notice of exercise to the Administration Agent, specifying, by
such written, electronic or other means as the Administration Agent may specify
with the agreement of the Company, the number of shares of Common Stock subject
to the Stock Option to be purchased. Such notice shall be accompanied by payment
in full of the Exercise Price by certified or bank check or such other
instrument or means as the Company may accept. If approved by the Committee,
payment, in full or in part, may also be made in the form of unrestricted Common
Stock (by delivery of such shares or by attestation) already owned by the
Participant of the same class as the Common Stock subject to the Stock Option
(based on the Fair Market Value of the Common Stock on the date the Stock Option
is exercised); provided, however, that, in the case of an Incentive Stock
Option, the right to make a payment in the form of already owned shares of
Common Stock of the same class as the Common Stock subject to the Stock Option
may be authorized only at the time the Stock Option is granted and provided,
further, that such already owned shares have been held by the Participant for at
least six months at the time of exercise or had been purchased on the open
market. If approved by the Committee and permitted by applicable law, payment in
full or in part may also be made by delivering a properly executed exercise
notice to the Administration Agent, together with instructions to the
Administration Agent to deliver promptly to the Company the amount of sale or
loan proceeds necessary to pay the Exercise Price, and, if requested, by the
amount of any federal, state, local or foreign withholding taxes. To facilitate
the foregoing, the Company may enter into agreements for coordinated procedures
with one or more brokerage firms, including but limited to the Administration
Agent. In addition, if approved by the Committee, payment in full or in part may
also be made by instructing the Committee to withhold a number of such shares
having a Fair Market Value on the date of exercise equal to the aggregate
Exercise Price of such Stock Option. No shares of Common Stock shall be issued
until full payment therefor has been made. Except as otherwise provided in
Section 5(o) below, a Participant shall have all of the rights of a stockholder
of the Company holding the class or series of Common Stock that is subject to
such Stock Option (including, if applicable, the right to vote the shares and
the right to receive dividends), when the Participant has given written notice
of exercise, has paid in full for such shares and, if requested, has given the
representation described in Section 16(a).

      (g) Nontransferability of Stock Options. No Stock Option shall be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution (or other testamentary distribution) or (ii) in the case of a
NonQualified Stock Option granted to a Non-Employee Director or member of the
Company's Executive Committee, if permitted by the Committee, pursuant to a
transfer to a trust or partnership solely for the benefit of a "family member"
for estate planning purposes. For purposes hereof, "family member" shall have
the meaning given to such term in General Instructions A.1(a)(5) to Form S-8
under the Securities Act of 1933 as amended, or any successor thereto. All Stock
Options shall be exercisable, subject to the terms of this Plan, only by the
Participant, the guardian or legal representative of the Participant, or any
person to whom such option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "Participant" include such guardian, legal



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representative and other transferee; provided, however, that Termination of
Employment shall continue to refer to the Termination of Employment of the
original Participant.

      (h) Termination by Death. Unless otherwise determined by the Committee
(including under an Individual Agreement), if a Participant incurs a Termination
of Employment by reason of death, any Stock Option held by such Participant may
thereafter be exercised, to the extent then exercisable, or on such accelerated
basis as the Committee may determine, for a period of five years (or such other
period as the Committee may specify in the Award Agreement) from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

      (i) Termination by Reason of Disability. Unless otherwise determined by
the Committee (including under an Individual Agreement), if a Participant incurs
a Termination of Employment by reason of Disability, any Stock Option held by
such Participant may thereafter be exercised by the Participant, to the extent
it was exercisable at the time of termination, or on such accelerated basis as
the Committee may determine, for a period of five years (or such other period as
the Committee may specify in the Award Agreement) from the date of such
Termination of Employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
Participant dies within such period, any unexercised Stock Option held by such
Participant shall, notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of at least 12 months from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is the shorter. In the
event of Termination of Employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a NonQualified Stock Option.

      (j) Termination by Reason of Retirement. Unless otherwise determined by
the Committee (including under an Individual Agreement), if a Participant incurs
a Termination of Employment by reason of Retirement, any Stock Option held by
such Participant may thereafter be exercised by the Participant, to the extent
it was exercisable at the time of such Retirement, or on such accelerated basis
as the Committee may determine, for a period of five years (or such other period
as the Committee may specify in the Award Agreement) from the date of such
Termination of Employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
Participant dies within such period any unexercised Stock Option held by such
Participant shall, notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of at least 12 months from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is the shorter. In the
event of Termination of Employment by reason of Retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a NonQualified Stock Option.

      (k) Involuntary Termination Not for Cause. Unless otherwise determined by
the Committee (including under an Individual Agreement), if a Participant incurs
a Termination of Employment that is involuntary on the part of the Participant
and not for Cause or a result of death, Disability or Retirement, any Stock
Option held by such Participant may thereafter be exercised by the Participant,
to the extent it was exercisable at the time of such termination, or on such
accelerated basis as the Committee may determine, for a period of 90 days (or
such other period as the Committee may specify in the Award Agreement) from the
date of such Termination of Employment or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.


                                       10
<PAGE>

      (l) Other Termination. Unless otherwise determined by the Committee
(including under an Individual Agreement): (A) if a Participant incurs a
Termination of Employment for Cause, all Stock Options held by such Participant
shall thereupon terminate; (B) if a Participant incurs a Termination of
Employment for any reason other than for Cause, death, Disability, Retirement or
as provided in the preceding Section 5(k), including a Termination of Employment
that is voluntary on the part of the Participant and not involving Retirement,
any Stock Option held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of such termination,
or on such accelerated basis as the Committee may determine, for a period of 30
days (or such other period as the Committee may specify in the Award Agreement)
from the date of such Termination of Employment or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.
Notwithstanding any other provision of this Plan to the contrary, in the event
that, during the 24-month period following a Change in Control, a Participant
incurs a Termination of Employment (1) by the Company other than for Cause or
(2) by reason of the Participant's resignation for Good Reason, any Stock Option
held by such Participant may thereafter be exercised by the Participant, to the
extent it was exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for (x) the longer of (i) one year from
such date of termination or (ii) such other period as may be provided in the
Plan for such Termination of Employment or as the Committee may provide in the
Award Agreement or any Individual Agreement, or (y) until expiration of the
stated term of such Stock Option, whichever period is the shorter. If an
Incentive Stock Option is exercised after the expiration of the post-termination
exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a NonQualified Stock Option.

      (m) Cashing Out of Stock Option. On receipt of written notice of exercise,
the Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being exercised by paying the
Participant an amount, in cash or Common Stock, equal to the excess of the Fair
Market Value of the Common Stock over the Exercise Price times the number of
shares of Common Stock for which the Option is being exercised on the effective
date of such cash-out.

      (n) Change in Control Cash-Out. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at the time of grant or thereafter, a
Participant shall have the right, whether or not the Stock Option is fully
exercisable and in lieu of the payment of the Exercise Price for the shares of
Common Stock being purchased under the Stock Option and by giving notice to the
Company, to elect (within the Exercise Period) to surrender all or part of the
Stock Option to the Company and to receive cash, within 30 days of such
election, in an amount equal to the amount by which the Change in Control Price
per share of Common Stock on the date of such election shall exceed the Exercise
Price per share of Common Stock under the Stock Option multiplied by the number
of shares of Common Stock granted under the Stock Option as to which the right
granted under this Section 5(n) shall have been exercised.

      (o) Deferral of Option Shares. The Committee may from time to time
establish procedures pursuant to which a Participant may elect to defer, until a
time or times later than the exercise of an Option, receipt of all or a portion
of the shares of Common Stock subject to such Option and/or to receive cash at
such later time or times in lieu of such deferred shares, all on such terms and
conditions as the Committee shall determine. If any such deferrals are
permitted, then, notwithstanding Section 5(f) above, a Participant who elects
such deferral shall not have any rights as a stockholder with respect to such
deferred shares unless and until shares are actually delivered to the
Participant with respect thereto, except to the extent otherwise determined by
the Committee.


                                       11
<PAGE>

SECTION 6. STOCK APPRECIATION RIGHTS

      (a) Grant and Exercise. Stock Appreciation Rights may be granted alone
("Freestanding Stock Appreciation Rights") or in conjunction with all or part of
any Stock Option granted under the Plan ("Tandem Stock Appreciation Rights").

      (b) Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined by the Committee, including the following:

            (i) Relationship to Related Stock Option. A Stock Appreciation Right
      granted in conjunction with a NonQualified Stock Option may be granted
      either at or after the time of grant of such Stock Option. A Stock
      Appreciation Right granted in conjunction with an Incentive Stock Option
      may be granted only at the time of grant of such Stock Option. Tandem
      Stock Appreciation Rights shall be exercisable only at such time or times
      and to the extent that the Stock Options to which they relate are
      exercisable in accordance with the provisions of Section 5.

            (ii) Settlement. Upon the exercise of a Tandem Stock Appreciation
      Right, a Participant shall be entitled to receive an amount in cash,
      shares of Common Stock or a combination of cash and shares, equal to (A)
      the excess of the Fair Market Value of one share of Common Stock on the
      date of exercise over the Exercise Price per share specified in the
      related Stock Option multiplied by (B) the number of shares of Common
      Stock in respect of which such Stock Appreciation Right shall have been
      exercised, with the Committee having the right to determine the form of
      payment. The Committee may from time to time establish procedures pursuant
      to which a Participant may elect to further defer receipt of cash or
      shares in settlement of Tandem Stock Appreciation Rights for a specified
      period or until a specified event, all on such terms and conditions as the
      Committee shall determine.

            (iii) Nontransferability. Tandem Stock Appreciation Rights shall be
      transferable only to the extent that the underlying Stock Option is
      transferable pursuant to Section 5(g).

            (iv) Method of Exercise. A Tandem Stock Appreciation Right may be
      exercised by a Participant by surrendering the applicable portion of the
      related Stock Option in accordance with procedures established by the
      Committee. Upon such exercise and surrender, the Participant shall be
      entitled to receive an amount determined in the manner prescribed by
      Section 6(b)(ii). Stock Options which have been so surrendered shall no
      longer be exercisable to the extent the related Stock Appreciation Rights
      have been exercised. Any Tandem Stock Appreciation Right shall terminate
      and no longer be exercisable upon the termination or exercise of the
      related Stock Option.

      (c) Terms and Conditions of Freestanding Stock Appreciation Rights.
Freestanding Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined by the Committee, including the following:

            (i) Term. The Committee shall determine the stated term of each
      Freestanding Stock Appreciation Right granted under this Plan but no
      Freestanding Stock Appreciation Right shall be exercisable more than ten
      yeas after the date that the Freestanding Stock Appreciation Right is
      granted.


                                       12
<PAGE>

            (ii) Strike Price. Unless provided otherwise by the Committee, the
      strike price (the "Strike Price") per share of Common Stock subject to a
      Freestanding Stock Appreciation Right shall be determined by the Committee
      and set forth in the Award Agreement. The Strike Price for any
      Freestanding Stock Appreciation Right under the Plan shall not be less
      than the Fair Market Value of the Common Stock subject to that
      Freestanding Stock Appreciation Right on the date of grant, except that
      (1) the Strike Price may be less than the Fair Market Value of the Common
      Stock underlying the Freestanding Stock Appreciation Right on the date of
      grant and equal to or greater than 85% of the Fair Market Value of the
      Common Stock underlying the Freestanding Stock Appreciation Right on the
      date of grant if the Freestanding Stock Appreciation Right is expressly
      granted in lieu of an amount of salary or cash bonus equal to or greater
      than the difference between (A) the aggregate Fair Market Value of the
      Common Stock underlying the Freestanding Stock Appreciation Right on the
      date of grant and (B) the aggregate Strike Price of the Freestanding Stock
      Appreciation Right and (2) the Strike Price of a Freestanding Stock
      Appreciation Right may be less than the Fair Market Value of the
      underlying Common Stock on the date of grant if such Strike Price is
      determined after the date of grant based on the achievement of Performance
      Goals or the relative value of the Common Stock as compared to an index of
      the capital stock of other companies determined by the Committee.

            (iii) Exercisability. Except as otherwise provided herein,
      Freestanding Share Appreciation Rights shall be exercisable at such time
      or times and subject to such terms and conditions as shall be determined
      by the Committee, and the Committee may at any time accelerate the
      exercisability of any Stock Appreciation Right. If the Committee provides
      that any Stock Appreciation Right is exercisable only in installments, the
      Committee may at any time waive such installment exercise provisions, in
      whole or in part, based on such factors as the Committee may determine.

            (iv) Settlement. Upon the exercise of a Freestanding Stock
      Appreciation Right, a Participant shall be entitled to receive an amount
      in cash, shares of Common Stock or a combination of cash and shares, equal
      to (A) the excess of the Fair Market Value of one share of Common Stock
      over the applicable Strike Price multiplied by (B) the number of shares of
      Common Stock in respect of which the Freestanding Stock Appreciation Right
      shall have been exercised, with the Committee having the right to
      determine the form of payment.

            (v) Nontransferability. No Freestanding Stock Appreciation Right
      shall be transferable by a Participant other than (i) by will or by the
      laws of descent and distribution (or other testamentary distribution) or
      (ii) if permitted by the Committee, pursuant to a transfer by a
      Non-Employee Director or member of the Company's Executive Committee to a
      trust or partnership solely for the benefit of a "family member" for
      estate planning purposes. All Freestanding Stock Appreciation Rights shall
      be exercisable, subject to the terms of this Plan, only by the
      Participant, the guardian or legal representative of the Participant, or
      any person to whom such Freestanding Stock Appreciation Right is
      transferred pursuant to this paragraph, it being understood that the terms
      "holder" and "Participant" include such guardian, legal representative and
      other transferee; provided, however, that the term "Termination of
      Employment" shall continue to refer to the Termination of Employment of
      the original Participant.

            (vi) Termination by Death. Unless otherwise determined by the
      Committee, if a Participant incurs a Termination of Employment by reason
      of death (including under an Individual Agreement), any Freestanding Stock
      Appreciation Right held by such Participant may


                                       13
<PAGE>

      thereafter be exercised, to the extent then exercisable, or on such
      accelerated basis as the Committee may determine, for a period of five
      years (or such other period as the Committee may specify in the Award
      Agreement) from the date of such death or until the expiration of the
      stated term of such Stock Appreciation Right, whichever period is the
      shorter.

            (vii) Termination by Reason of Disability. Unless otherwise
      determined by the Committee (including under an Individual Agreement), if
      a Participant incurs a Termination of Employment by reason of Disability,
      any Freestanding Stock Appreciation Right held by such Participant may
      thereafter be exercised by the Participant, to the extent it was
      exercisable at the time of termination, or on such accelerated basis as
      the Committee may determine, for a period of five years (or such other
      period as the Committee may specify in the Award Agreement) from the date
      of such Termination of Employment or until the expiration of the stated
      term of such Freestanding Stock Appreciation Right, whichever period is
      the shorter; provided, however, that if the Participant dies within such
      period, any unexercised Freestanding Stock Appreciation Right held by such
      Participant shall, notwithstanding the expiration of such period, continue
      to be exercisable to the extent to which it was exercisable at the time of
      death for a period of at least 12 months from the date of such death or
      until the expiration of the stated term of such Freestanding Stock
      Appreciation Right, whichever period is the shorter.

            (viii) Termination by Reason of Retirement. Unless otherwise
      determined by the Committee (including under an Individual Agreement), if
      a Participant incurs a Termination of Employment by reason of Retirement,
      any Freestanding Stock Appreciation Right held by such Participant may
      thereafter be exercised by the Participant, to the extent it was
      exercisable at the time of such Retirement, or on such accelerated basis
      as the Committee may determine, for a period of five years (or such other
      period as the Committee may specify in the Award Agreement) from the date
      of such Termination of Employment or until the expiration of the stated
      term of such Freestanding Stock Appreciation Right, whichever period is
      the shorter; provided, however, that if the Participant dies within such
      period any unexercised Freestanding Stock Appreciation Right held by such
      Participant shall, notwithstanding the expiration of such period, continue
      to be exercisable to the extent to which it was exercisable at the time of
      death for a period of at least 12 months from the date of such death or
      until the expiration of the stated term of such Freestanding Stock
      Appreciation Right, whichever period is the shorter.

            (ix) Involuntary Termination Not for Cause. Unless otherwise
      determined by the Committee (including under an Individual Agreement), if
      a Participant incurs a Termination of Employment that is involuntary on
      the part of the Participant and not for Cause or a result of death,
      Disability or Retirement, any Freestanding Stock Appreciation Right held
      by such Participant may thereafter be exercised by the Participant, to the
      extent it was exercisable at the time of such termination, or on such
      accelerated basis as the Committee may determine, for a period of 90 days
      (or such other period as the Committee may specify in the Award Agreement)
      from the date of such Termination of Employment or until the expiration of
      the stated term of such Freestanding Stock Appreciation Right, whichever
      period is the shorter.

            (x) Other Termination. Unless otherwise determined by the Committee
      (including under an Individual Agreement): (A) if a Participant incurs a
      Termination of Employment for Cause, all Freestanding Stock Appreciation
      Rights held by such Participant shall thereupon terminate; (B) if a
      Participant incurs a Termination of Employment for any reason other than
      for Cause, death, Disability, Retirement or as provided in the preceding
      Section 6(c)(ix), including a


                                       14
<PAGE>

      Termination of Employment that is voluntary on the part of the Participant
      and not involving Retirement, any Freestanding Stock Appreciation Right
      held by such Participant may thereafter be exercised by the Participant,
      to the extent it was exercisable at the time of such termination, or on
      such accelerated basis as the Committee may determine, for a period of 30
      days (or such other period as the Committee may specify in the Award
      Agreement) from the date of such Termination of Employment or until the
      expiration of the stated term of such Freestanding Stock Appreciation
      Right, whichever period is the shorter. Notwithstanding any other
      provision of this Plan to the contrary, in the event that, during the
      24-month period following a Change in Control, a Participant incurs a
      Termination of Employment (1) by the Company other than for Cause or (2)
      by reason of the Participant's resignation for Good Reason, any
      Freestanding Stock Appreciation Right held by such Participant may
      thereafter be exercised by the Participant, to the extent it was
      exercisable at the time of termination, or on such accelerated basis as
      the Committee may determine, for (x) the longer of (i) one year from such
      date of termination or (ii) such other period as may be provided in the
      Plan for such Termination of Employment or as the Committee may provide in
      the Award Agreement or any Individual Agreement, or (y) until expiration
      of the stated term of such Freestanding Stock Appreciation Right,
      whichever period is the shorter.

            (xi) Change in Control Cash-Out. Notwithstanding any other provision
      of the Plan, during the Exercise Period, if the Committee shall determine
      at the time of grant or thereafter, a holder of a Freestanding Stock
      Appreciation Right shall have the right, whether or not such Stock
      Appreciation Right is fully exercisable, to surrender (during the Exercise
      Period) all or part of such Stock Appreciation Right to the Company and to
      receive cash, within 30 days of such election, in an amount equal to (A)
      the amount by which the Change in Control Price per share of Common Stock
      on the date of such election shall exceed the Strike Price under such
      Stock Appreciation Right multiplied by (B) the number of shares of Common
      Stock subject to the Stock Appreciation Right as to which the right
      granted under this Section 6(c)(xi) shall have been exercised.

            (xii) Deferral. The Committee may from time to time establish
      procedures pursuant to which a Participant may elect to further defer
      receipt of cash or shares in settlement of Freestanding Stock Appreciation
      Rights for a specified period or until a specified event, subject in each
      case to the Committee's approval and to such terms as are determined by
      the Committee.

SECTION 7. RESTRICTED STOCK

      (a) Administration. Shares of Restricted Stock may be awarded either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine Eligible Individuals to whom and the time or times at which grants of
Restricted Stock will be awarded, the number of shares to be awarded to any
Eligible Individual, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions of
the Awards, in addition to those contained in Section 7(c). The total number of
shares of Common Stock that can be delivered under the Plan in connection with
Awards of Restricted Stock, Deferred Stock Units, and Other Stock-Based Awards
granted pursuant to Section 10, shall not exceed 500,000 during the term of the
Plan. No more than 500,000 shares of Restricted Stock that are Qualified
Performance Based Awards may be granted to any Participant in any fiscal year of
the Company.

      (b) Awards and Certificates. Shares of Restricted Stock shall be evidenced
in such manner as the Committee may deem appropriate, including book-entry
registration or issuance of one or more stock


                                       15
<PAGE>

certificates. Any certificate issued in respect of shares of Restricted Stock
shall be registered in the name of such Participant and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

            "The transferability of this certificate and the shares of stock
            represented hereby are subject to the terms and conditions
            (including forfeiture) of the Fairchild Semiconductor Stock
            Incentive Plan and a Award Agreement. Copies of such Plan and
            Agreement are on file at the offices of Fairchild Semiconductor
            International, Inc., 82 Running Hill Road, South Portland, Maine.

The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the Participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.

      (c) Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:

            (i) The Committee may, prior to or at the time of grant, designate
      an Award of Restricted Stock as a Qualified Performance-Based Award, in
      which event it shall condition the grant or vesting, as applicable, of
      such Restricted Stock upon the attainment of Performance Goals and may
      also condition the grant or vesting thereof upon the continued service of
      the Participant with the Company, its Subsidiaries or Affiliates. If the
      Committee does not designate an Award of Restricted Stock as a Qualified
      Performance-Based Award, it may nonetheless condition the grant or vesting
      thereof upon the attainment of Performance Goals and/or the continued
      service of the Participant with the Company, its Subsidiaries or
      Affiliates. The conditions for grant or vesting and the other provisions
      of Restricted Stock Awards (including without limitation any applicable
      Performance Goals) need not be the same with respect to each recipient.
      The Committee shall not waive, in whole or in part, any Performance Goals
      or any restrictions applicable to a Restricted Stock Award, except
      pursuant to Section 11 or in connection with the Participant's Termination
      of Employment by reason of the Participant's death, Disability, or
      Termination of Employment by the Company without Cause or by the
      Participant for Good Reason.

            (ii) Subject to the terms of the Plan, any Award of Restricted Stock
      shall be subject to vesting during a restriction period (the "Restriction
      Period") of at least three years following the date of grant, provided
      that an Award may vest in installments ratably over the course of the
      Restriction Period (except that, if vesting is based on Performance Goals,
      no part of the Award may vest before the first anniversary of the date of
      grant). In addition, continued service with the Company or any of its
      Subsidiaries or Affiliates through the vesting date or dates shall also be
      a condition to vesting, except pursuant to Section 11 or in connection
      with the Participant's Termination of Employment by reason of the
      Participant's death, Disability, or Termination of Employment by the
      Company without Cause or by the Participant for Good Reason. During the
      Restriction Period, and until the later of (i) the expiration of the
      Restriction Period and (ii) the date the applicable Performance Goals (if
      any) are satisfied, the Participant shall not be permitted to sell,
      assign, transfer, pledge or otherwise encumber unvested shares of
      Restricted Stock; provided that, to the extent permitted by law, the
      foregoing shall not prevent a Participant from


                                       16
<PAGE>

      pledging Restricted Stock as security for a loan, the sole purpose of
      which is to provide funds to pay the Exercise Price for Stock Options.

            (iii) Except as provided in this paragraph (iii) and Sections
      7(c)(i) and 7(c)(ii) and the Award Agreement, the Participant shall have,
      with respect to the shares of Restricted Stock, all of the rights of a
      stockholder of the Company holding the class or series of Common Stock
      that is the subject of the Restricted Stock, including, if applicable, the
      right to vote the shares and the right to receive any cash dividends. If
      so determined by the Committee in the applicable Award Agreement and
      subject to Section 16(e) of the Plan, (A) cash dividends on the class or
      series of Common Stock that is the subject of the Restricted Stock Award
      shall be automatically deferred and reinvested in additional Restricted
      Stock, held subject to the vesting of the underlying Restricted Stock, or
      held subject to meeting Performance Goals applicable only to dividends,
      and (B) dividends payable in Common Stock (or other securities) shall be
      paid in the form of Restricted Stock of the same class as the Common Stock
      (or other securities) with which such dividend was paid, held subject to
      the vesting of the underlying Restricted Stock, or held subject to meeting
      Performance Goals applicable only to dividends; provided, that, to the
      extent provided in an Award Agreement, the Committee may determine to
      treat such dividends in a different manner.

            (iv) Except to the extent otherwise provided in the applicable Award
      Agreement or Section 7(c)(i), 7(c)(ii) or 11(a)(ii), upon a Participant's
      Termination of Employment for any reason during the Restriction Period or
      before the applicable Performance Goals are satisfied, all shares still
      subject to restriction shall be forfeited by the Participant.

            (v) If and when any applicable Performance Goals are satisfied and
      the Restriction Period expires without a prior forfeiture of the
      Restricted Stock, unlegended certificates for such shares shall be
      delivered to the Participant upon surrender of the legended certificates.

            (vi) Each Award shall be confirmed by, and be subject to, the terms
      of a Award Agreement.

SECTION 8. DEFERRED STOCK UNITS

      (a) Administration. Deferred Stock Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the Eligible Individuals to whom and the time or times at which Deferred Stock
Units shall be awarded, the number of Deferred Stock Units to be awarded to any
Eligible Individual, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture, the duration of the Award Cycle and
any other terms and conditions of the Award, in addition to those contained in
Section 8(b). The total number of shares of Common Stock that can be delivered
under the Plan in connection with Awards of Restricted Stock, Deferred Stock
Units, and Other Stock-Based Awards granted pursuant to Section 10, shall not
exceed 500,000 during the term of the Plan. No more than 500,000 Deferred Stock
Units that are Qualified Performance Based Awards may granted to any Participant
in any fiscal year of the Company.

      (b) Terms and Conditions. Deferred Stock Units Awards shall be subject to
the following terms and conditions:


                                       17
<PAGE>

            (i) The Committee may, prior to or at the time of the grant,
      designate Deferred Stock Units as Qualified Performance-Based Awards, in
      which event it shall condition the grant, vesting or settlement thereof
      upon the attainment of Performance Goals and may also condition the grant,
      vesting or settlement thereof upon the continued service of the
      Participant with the Company, its Subsidiaries or Affiliates. If the
      Committee does not designate Deferred Stock Units as Qualified
      Performance-Based Awards, it may nonetheless condition the grant, vesting
      or settlement thereof upon the attainment of Performance Goals and/or the
      continued service of the Participant with the Company, its Subsidiaries or
      Affiliates. The provisions of such Awards (including without limitation
      any applicable Performance Goals) need not be the same with respect to
      each recipient. The Committee shall not waive, in whole or in part, any
      Performance Goals or any restrictions applicable to a Deferred Stock Unit,
      except pursuant to Section 11 or in connection with the Participant's
      Termination of Employment by reason of the Participant's death,
      Disability, or Termination of Employment by the Company without Cause or
      by the Participant for Good Reason.

            (ii) Subject to the terms of the Plan, any Award of Deferred Stock
      Units shall be subject to vesting during a restriction period (the
      "Restriction Period") of at least three years following the date of grant,
      provided that an Award may vest in installments ratably over the course of
      the Restriction Period (except that, if vesting is based on Performance
      Goals, no part of the Award may vest before the first anniversary of the
      date of grant). In addition, continued service with the Company or any of
      its Subsidiaries or Affiliates through the vesting date or dates shall
      also be a condition to vesting, except pursuant to Section 11 or in
      connection with the Participant's Termination of Employment by reason of
      the Participant's death, Disability, or Termination of Employment by the
      Company without Cause or by the Participant for Good Reason.

            (iii) A Participant may elect to further defer receipt of cash or
      shares in settlement of Deferred Stock Units for a specified period or
      until a specified event, subject in each case to the Committee's approval
      and to such terms as are determined by the Committee. Subject to any
      exceptions adopted by the Committee, such election must generally be made
      prior to commencement of the Award Cycle for the Deferred Stock Units in
      question.

            (iv) At the expiration of the Award Cycle, the Committee shall
      evaluate the Company's performance in light of any Performance Goals for
      such Award, and shall determine the number of Deferred Stock Units granted
      to the Participant which have been earned, and the Committee shall then
      cause to be delivered (A) a number of shares of Common Stock equal to the
      number of Deferred Stock Units determined by the Committee to have been
      earned, or (B) cash equal to the Fair Market Value of such number of
      shares of Common Stock, or (C) a combination of cash and shares of Common
      Stock equal to the Fair Market Value of the number of Deferred Stock Units
      determined by the Committee to have been earned, as the Committee shall
      elect (subject to any deferral pursuant to Section 8(b)(iii)).

            (v) Each Award shall be confirmed by, and be subject to, the terms
      of a Award Agreement.

      (c) Deferred Stock Units for Non-Employee Directors. A Non-Employee
Director may, at his or her option, elect not to receive 100% of his or her
annual cash retainer for services as a director in exchange for an Award of
Deferred Stock Units subject to the following terms. Any election under this
Section 8(c) must be made in writing by the Non-Employee Director no later than
October 31 of the year


                                       18
<PAGE>

preceding the fiscal year to which the compensation relates. The number of
shares of Common Stock underlying Deferred Stock Units awarded under this
Section 8(c) will be equal to (i) the pre-tax dollar value of cash compensation
the Non-Employee Director elects not to receive, divided by (ii) the Fair Market
Value on the date of grant less a discount of 25%, provided, that, the benefit
of such discount shall be forfeited by the Non-Employee Director, and the number
of such underlying shares shall be adjusted downward accordingly, if the
Non-Employee Director's service on the Board terminates for any reason other
than his or her death or Disability prior to the first anniversary of the date
of grant.

SECTION 9. TAX OFFSET BONUSES

      At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the Participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
Participant, for the purpose of assisting the Participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 10. OTHER STOCK-BASED AWARDS

      Other Awards of Common Stock and other Awards that are valued in whole or
in part by reference to, or are otherwise based upon, Common Stock, including
(without limitation) dividend equivalents and convertible debentures, may be
granted either alone or in conjunction with other Awards granted under the Plan.
The total number of shares of Common Stock that can be delivered under the Plan
in connection with Awards of Restricted Stock, Deferred Stock Units, and Other
Stock-Based Awards granted pursuant to this Section 10, shall not exceed 500,000
during the term of the Plan. No more than 500,000 shares of Common Stock subject
to Other Stock-Based Award that are Qualified Performance Based Awards may be
granted to any Participant in any fiscal year of the Company. In addition, any
Other Stock-Based Award granted pursuant to this Section 10 must, subject to the
other terms of the Plan, either (i) be subject to vesting during a restriction
period (the "Restriction Period") of at least three years following the date of
grant, provided that such an Award may vest in installments ratably over the
course of the Restriction Period (except that, if vesting is based on
Performance Goals, no part of the Award may vest before the first anniversary of
the date of grant) or (ii) be granted in lieu of cash compensation payable to
the Participant.

SECTION 11. CHANGE IN CONTROL PROVISIONS

      (a) Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, unless otherwise provided in an Award Agreement, in the event of a
Change in Control:

            (i) any Stock Options and Stock Appreciation Rights outstanding as
      of the date such Change in Control occurs, and which are not then
      exercisable and vested, shall become fully exercisable and vested;

            (ii) the restrictions and deferral limitations applicable to any
      Restricted Stock outstanding as of the date such Change in Control shall
      lapse, and such Restricted Stock shall become free of all restrictions and
      become fully vested and transferable; and


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<PAGE>

            (iii) all Deferred Stock Units outstanding as of the date such
      Change in Control shall be considered to be earned and payable in full,
      and any deferral or other restrictions shall lapse and such Deferred Stock
      Units shall be settled in cash as promptly as is practicable following the
      Change in Control.

      (b) Definition of Change in Control. For purposes of the Plan, a "Change
in Control" shall mean the happening of any of the following events:

            (i) An acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
      resulting in such Person having beneficial ownership (within the meaning
      of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
      (1) the then-outstanding shares of common stock of the Company (the
      "Outstanding Company Common Stock") or (2) the combined voting power of
      the then-outstanding voting securities of the Company entitled to vote
      generally in the election of directors (the "Outstanding Company Voting
      Securities"); excluding, however, the following: (1) Any acquisition
      directly from the Company, other than an acquisition by virtue of the
      exercise of a conversion privilege unless the security being so converted
      was itself acquired directly from the Company, (2) Any acquisition by the
      Company, (3) Any acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any entity controlled by
      the Company, or (4) Any acquisition pursuant to a transaction which
      complies with clauses (1), (2) and (3) of subsection (iii) of this Section
      11(b); or

            (ii) A change in the composition of the Board such that the
      individuals who, as of the Effective Date, constitute the Board (such
      Board shall be hereinafter referred to as the "Incumbent Board") cease for
      any reason to constitute at least a majority of the Board; provided,
      however, for purposes of this Section 11(b), that any individual who
      becomes a member of the Board subsequent to the Effective Date, whose
      election, or nomination for election by the Company's stockholders, was
      approved by a vote of at least a majority of those individuals who are
      members of the Board and who were also members of the Incumbent Board (or
      deemed to be such pursuant to this proviso) shall be considered as though
      such individual were a member of the Incumbent Board; but, provided
      further, that any such individual whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as
      such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under
      the Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board shall not be so
      considered as a member of the Incumbent Board; or

            (iii) Consummation of a reorganization, merger or consolidation or
      sale or other disposition of all or substantially all of the assets of the
      Company or the acquisition of the shares or assets of another entity
      ("Corporate Transaction"); excluding, however, such a Corporate
      Transaction pursuant to which (1) all or substantially all of the
      individuals and entities who are the beneficial owners, respectively, of
      the Outstanding Company Common Stock and Outstanding Company Voting
      Securities immediately prior to such Corporate Transaction will
      beneficially own, directly or indirectly, more than 50% of, respectively,
      the outstanding shares of common stock (or equity interests), and the
      combined voting power of the then outstanding voting securities entitled
      to vote generally in the election of directors (or equivalent governing
      body, if applicable), as the case may be, of the entity resulting from
      such Corporate Transaction (including, without limitation, an entity which
      as a result of such transaction owns the Company or all or substantially
      all of the Company's assets either directly or through one or more


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<PAGE>

      subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Corporate Transaction, of the Outstanding
      Company Common Stock and Outstanding Company Voting Securities, as the
      case may be, (2) no Person (other than the Company, any employee benefit
      plan (or related trust) of the Company or such entity resulting from such
      Corporate Transaction) will beneficially own, directly or indirectly, 20%
      or more of, respectively, the outstanding shares of common stock (or
      equity interests) of the entity resulting from such Corporate Transaction
      or the combined voting power of the outstanding voting securities of such
      corporation entitled to vote generally in the election of directors (or
      equivalent governing body, if applicable) except to the extent that such
      ownership existed prior to the Corporate Transaction, and (3) individuals
      who were members of the Incumbent Board will constitute at least a
      majority of the members of the board of directors (or equivalent governing
      body, if applicable) of the entity resulting from such Corporate
      Transaction; or

            (iv) The approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company.

      (c) Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (i) the highest reported sales price, regular way, of
a share of Common Stock in any transaction reported on the New York Stock
Exchange Composite Tape or other national exchange on which such shares are
listed or on NASDAQ during the 60-day period prior to and including the date of
a Change in Control or (ii) if the Change in Control is the result of a tender
or exchange offer or a Corporate Transaction, the highest price per share of
Common Stock paid in such tender or exchange offer or Corporate Transaction;
provided, however, that in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be in all cases the Fair Market Value of the Common Stock on the
date such Incentive Stock Option or Stock Appreciation Right is exercised. To
the extent that the consideration paid in any such transaction described above
consists all or in part of securities or other noncash consideration, the value
of such securities or other noncash consideration shall be determined in the
sole discretion of the Board.

SECTION 12. FORFEITURE OF AWARDS

      Notwithstanding anything in the Plan to the contrary, the Committee may,
in its sole discretion, in the event of serious misconduct by a Participant
(including, without limitation, any misconduct prejudicial to or in conflict
with the Company or its Subsidiaries or Affiliates, or any Termination of
Employment for Cause or in the event that a Participant incurs a Termination of
Employment for Early Retirement and subsequently engages in full-time
employment), or any activity of a Participant in competition with the business
of the Company or any Subsidiary or Affiliate, (a) cancel any outstanding Award
granted to such Participant, in whole or in part, whether or not vested or
deferred, or (b) following the exercise or payment of an Award within a period
specified by the Committee, require such Participant to repay to the Company any
gain realized or payment received upon the exercise or payment of such Award
(with such gain or payment valued as of the date of exercise or payment). Such
cancellation or repayment obligation shall be effective as of the date specified
by the Committee. Any repayment obligation may be satisfied in Common Stock or
cash or a combination thereof (based upon the Fair Market Value of Common Stock
on the day of payment), and the Committee may provide for an offset to any
future payments owed by the Company or any Subsidiary or Affiliate to the
Participant if necessary to satisfy the repayment obligation. The determination
of whether a Participant has engaged in a serious breach of conduct or any
activity in competition with the business of the Company or any Subsidiary or


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<PAGE>

Affiliate shall be determined by the Committee in good faith and in its sole
discretion. This Section 12 shall have no application following a Change in
Control.

SECTION 13. PROHIBITION ON REPRICING STOCK OPTIONS WITHOUT STOCKHOLDER APPROVAL

      Except for adjustments pursuant to Section 3(c), in no event may any Stock
Option granted under this Plan (a) be amended to decrease the Exercise Price
thereof, or cancelled (either immediately or after any period of time) in
conjunction with the grant of any new Stock Option with a lower Exercise Price,
whether or not such actions would be considered a "repricing" for accounting
purposes, or (b) be subject to any action that would be treated, for accounting
purposes, as a "repricing" of such Stock Option, unless such amendment,
cancellation or action under either of clauses (a) or (b) is duly approved by
the stockholders of the Company in accordance with all applicable laws,
regulations and stock exchange rules and listing standards.

SECTION 14. TERM; REPLACEMENT OF PRE-EXISTING PLAN; AMENDMENT AND TERMINATION

      (a) The Plan will terminate on the tenth anniversary of the Effective
Date. Under the Plan, Awards outstanding as of such date shall not be affected
or impaired by the termination of the Plan.

      (b) As of the Effective Date, the Plan amends and replaces the
Pre-Existing Plan to the extent permitted by the terms of the Pre-Existing Plan
and to the extent not resulting in expense to the Company. The Board may amend,
alter, suspend, discontinue or terminate the Plan or any portion thereof at any
time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination (i) shall be made without stockholder approval if
such approval is required by applicable law, regulatory requirement or stock
exchange or accounting rules, or if the Board deems it necessary or desirable to
qualify for or comply with any tax, applicable law, stock exchange, accounting
or regulatory requirement, (ii) except as required by applicable law or stock
exchange or accounting rules, shall be made without the consent of the affected
Participant, if such action would impair the rights of such Participant under
any outstanding Award or (iii) shall cause a Qualified Performance-Based Award
to cease to qualify for the Section 162(m) Exemption. Notwithstanding anything
to the contrary herein, the Committee or Board may amend or alter the Plan in
such manner as may be necessary so as to have the Plan conform to local rules
and regulations in any jurisdiction outside the United States.

SECTION 15. UNFUNDED STATUS OF PLAN

      It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 16. GENERAL PROVISIONS

      (a) Representation. The Committee may require each person purchasing or
receiving shares pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring


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<PAGE>

the shares without a view to the distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.

      Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

            (1) Listing or approval for listing upon notice of issuance, of such
      shares on the New York Stock Exchange, Inc., or such other securities
      exchange as may at the time be the principal market for the Common Stock;

            (2) Any registration or other qualification of such shares of the
      Company under any state or federal law or regulation, or the maintaining
      in effect of any such registration or other qualification which the
      Committee shall, in its absolute discretion upon the advice of counsel,
      deem necessary or advisable; and

            (3) Obtaining any other consent, approval, or permit from any state
      or federal governmental agency which the Committee shall, in its absolute
      discretion after receiving the advice of counsel, determine to be
      necessary or advisable.

      (b) No Limit on Other Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary or Affiliate from adopting other or
additional compensation arrangements for its employees.

      (c) No Contract of Employment. The Plan shall not constitute a contract of
employment, and adoption of the Plan shall not confer upon any employee any
right to continued employment, nor shall it interfere in any way with the right
of the Company or any Subsidiary or Affiliate to terminate the employment of any
employee at any time.

      (d) Tax Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company, its Subsidiaries and its
Affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant. The Committee may
establish such procedures as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.

      (e) Dividends. Reinvestment of dividends in additional Restricted Stock at
the time of any dividend payment shall only be permissible if sufficient shares
of Common Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Awards).

      (f) Death Beneficiaries. The Committee shall establish such procedures as
it deems appropriate for a Participant to designate a beneficiary to whom any
amounts payable in the event of the


                                       23
<PAGE>

Participant's death are to be paid or by whom any rights of the Participant,
after the Participant's death, may be exercised.

      (g) Subsidiary Employee. In the case of a grant of an Award to any
employee of a Subsidiary of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any, covered by the
Award to the Subsidiary, for such lawful consideration as the Committee may
specify, upon the condition or understanding that the Subsidiary will transfer
the shares of Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of the Plan. All
shares of Common Stock underlying Awards that are forfeited or canceled should
revert to the Company.

      (h) Governing Law. The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.

      (i) Nontransferability. Except as otherwise provided in Section 5(g),
6(b)(iii), 6(c)(v) or by the Committee, Awards under the Plan are not
transferable except by will or by laws of descent and distribution.

      (j) Foreign Employees. In the event an Award is granted to Eligible
Individual who is employed or providing services outside the United States and
who is not compensated from a payroll maintained in the United States, the
Committee may, in its sole discretion, modify the provisions of the Plan as they
pertain to such individual to comply with applicable foreign law or to recognize
differences in local law, currency or tax policy. The Committee may also impose
conditions on the exercise or vesting of Awards in order to minimize the
Company's obligations with respect to tax equalization for Eligible Individuals
on assignments outside their home country.

      (k) Inclusion of Awards as Part of Mandatory Holdings. The Board or the
Committee may establish policies or make such provisions as either deems
necessary or appropriate relating to Awards or portions thereof that may be
included as part of a Participant's holdings for purposes of any stock ownership
requirements implemented from time to time.

SECTION 17. EFFECTIVE DATE OF PLAN

      The Plan shall be effective as of March 3, 2003 (the "Effective Date").

As adopted by the board of directors of the Company on February 26, 2003.


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