exv10w2



 





Exhibit 10.2









Fairchild Semiconductor Stock Plan

Non-Qualified Stock Option Agreement




This is a Non-Qualified Stock Option Agreement under the Fairchild
Semiconductor Stock Plan, dated           (the Grant Date) between Fairchild
Semiconductor International, Inc. (the Company) and           , a regular
salaried employee of the Company or one of its subsidiaries (you or the
Optionee).



	 	 	 	 	 	 	 
	Option Grant;

Exercise Price	 	The Company grants you the option to purchase up to           shares of the Company’s Common Stock at an exercise
price of           per share. This option grant is subject to the terms of the Fairchild Semiconductor Stock Plan and to the
terms of this agreement. If there is a conflict between the terms of this agreement and those of the Plan, the terms of the
Plan will govern. Capitalized terms not defined in this agreement are defined in the Plan.
	 
	 	 	 	 	 	 
	Option Term;
Vesting	 	The term of your option is 8 years and one day from the Grant Date. Your option terminates at the end of the term and cannot
be exercised after the term. You can exercise your option only to the extent it has vested. Your option will vest in
increments, as follows:
	 

	

	 	Vesting Date
	 	Percentage Vested

	

	 	 	 	(including portion that vested the preceding year)

	 
	 	 	 	 	 	 
	

	 	1st Anniversary of Grant Date
	 	 	25	%
	

	 	2nd Anniversary of Grant Date
	 	 	50	%
	

	 	3rd Anniversary of Grant Date
	 	 	75	%
	

	 	4th Anniversary of Grant Date
	 	 	100	%
	 
	 	 	 	 	 	 
	Termination of
Employment	 	You must remain an employee of the Company or an Affiliate to be able to exercise your option,
except as follows:
	 
	 	 	 	 	 	 
	 	 	Retirement, Disability or death. If your employment terminates because of your Retirement or Disability (as those terms are
defined in the Plan) or your death, then you (or your estate) will have five years from your termination date to exercise your
option, unless the option term ends earlier, in which case you (or your estate) will have until the end of the term to
exercise. In addition, if your employment terminates because of your Retirement or Disability and you die within the five-year
exercise period, your estate will have at least one year after your death to exercise, unless the option term ends earlier, in
which case your estate will have until the end of the term to exercise.
	 
	 	 	 	 	 	 
	 	 	Termination by the Company. If your employment is terminated for Cause (as defined in the Plan), all options will be
terminated, whether or not vested, and you may have to repay any gains on prior exercised options. See Sections 5(l) and 12 of
the Plan. If your employment is terminated by the Company not for Cause and not as a result of your Retirement, Disability or
death, then you (or your estate) will have 90 days from your termination date to exercise your option, unless the option term
ends earlier, in which case you (or your estate) will have until the end of the term to exercise.
	 
	 	 	 	 	 	 
	 	 	All other cases. If your employment terminates because you quit, or for any other reason other than those stated above, you
(or your estate, if you die within the period) will have 30 days from your termination date to exercise your option, unless
the option term ends earlier, in which case you (or your estate) will have until the end of the term to exercise.
	 
	 	 	 	 	 	 
	 	 	Regardless of the cause of your termination, you (or your estate) can exercise your option only to the extent it is vested on
your termination date.
	 
	 	 	 	 	 	 
	Non-Transferability	 	Your option is not transferable except by will or the laws of descent and distribution. During your lifetime only you can
exercise your option. This option shall not be subject to attachment or similar process. Any attempted sale, pledge,
assignment, transfer or other disposition of your option contrary to the provisions of this agreement or the Plan, or the levy
of any attachment or similar process upon your option, shall be null and void without effect.
	 
	 	 	 	 	 	 
	Signatures	 	Your signature and the signature of an authorized officer of the Company below indicate your and the Company’s agreement to
the terms of this Non-Qualified Stock Option Agreement as of the Grant Date.
	 

	

	 	OPTIONEE:
	 	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

	 

	

	 	

	 	/s/ Kirk P. Pond
	

	 	          
	 	Kirk P. Pond

	

	 	          
	 	Chairman, President and CEO