exv10w3



 





Exhibit 10.3









Fairchild Semiconductor Stock Plan

Deferred Stock Unit Agreement




 




					
	PARTICIPANT:           
	 	EMPLOYEE ID:
          
	 	GLOBAL ID:           







DATE OF GRANT:           




NUMBER OF DEFERRED STOCK UNITS GRANTED:           




THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
“Company”, “we”, “our” or “us”) and the Participant named above (“you” or
“yours”), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the “Plan”) with respect to the number of Deferred Stock Units (“Units”)
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.



You and the Company agree as follows:




	 	 	 	 	 	 	 	 
	1. Application of
Plan;
Administration	 	This Agreement and your rights under this Agreement are subject to all the terms and conditions of the Plan, as
it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is
expressly understood that the Committee that administers the Plan is authorized to administer, construe and make
all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which
shall be binding upon you to the extent permitted by the Plan. Any inconsistency between this Agreement and the
Plan shall be resolved in favor of the Plan.
	 
	 	 	 	 	 	 	 
	2. Vesting	 	The Units will vest (becoming “Vested Units”) on the following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
	 


	

	 	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	%
	 
	 	 	 	 	 	 	 
	3. Rights as
Stockholder	 	You will not be entitled to any privileges of ownership of the shares of Common Stock underlying your Units (the
“Shares”) unless and until Shares are actually delivered to you under this Agreement.
	 
	 	 	 	 	 	 	 
	4. Dividends	 	You will be credited with additional Deferred Stock Units having a value equal to declared dividends, if any,
with record dates that occur prior to the settlement of any Units as if such Units had been actual Shares, based
on the Fair Market Value of a Share on the applicable dividend payment date. Any such additional Deferred Stock
Units shall be considered Units under this Agreement and shall also be credited with additional Deferred Stock
Units as dividends, if any, are declared, and shall be subject to the same restrictions and conditions as Units
with respect to which they were credited. Notwithstanding the foregoing, no such additional Deferred Stock Units
will be credited with respect to any dividend in connection with which Units are adjusted pursuant to Section
3(c) of the Plan.
	 
	 	 	 	 	 	 	 
	5. Settlement of
Units	 	(a)	Time of Settlement. Each Vested Unit will be settled by the delivery of one Share to you or, in the event of
your death, to your designated beneficiary, promptly following the date or dates (any such date, the “Settlement
Date”) you have elected on the attached Settlement Election Form. You may change the Settlement Election Date one
time only, and only to a later date, as provided in the Settlement Election Form.
	 


	 	 	(b)	Termination Prior to Settlement Date. If your employment or service with the Company is terminated prior to
any Settlement Date, your Units will be treated as specified in the Settlement Election Form.
	 


	 	 	(c)	Forfeiture of Unvested Units. All Units that are not Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to occur under this Agreement.
	 
	 	 	 	 	 	 	 
	6. Transferability	 	Your Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except
as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of
your Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units,
other than as so permitted, shall be void.







 









 






	 	 	 	 	 	 	 	 
	7. Taxes	 	(a)	Social Security and Medicare Taxes. You may be subject to Social Security tax, and you will be
subject to Medicare tax on the date or dates your Units become Vested Units under Section 2 above,
based on the Fair Market Value of the Shares underlying the Units that vest. The Company will pay
such taxes on your behalf, including any income, Social Security and Medicare taxes attributable to
the Company’s payment of such taxes. Payments on your behalf will be reflected in your compensation
for federal, state and local income tax purposes.
	 


	 	 	(b)	Income Taxes. You will be subject to U.S. federal income tax on the Settlement Date, based on the
Fair Market Value of Shares received in settlement of Vested Units. You will be solely responsible for
the payment of all such income taxes, as well as for any other state, local or non-U.S. taxes that may
be related to your receipt of the Shares. Not later than 90 days before any scheduled Settlement Date,
you must arrange with the Company for the timely payment of all withholding taxes the Company is
obligated to collect from you and remit to U.S. and other applicable tax authorities.
	 
	 	 	 	 	 	 	 
	8. Miscellaneous	 	(a)	This Agreement shall not confer upon you any right to continue as an employee, or otherwise in the
service of, the Company or any Affiliate, nor shall this Agreement interfere in any way with the
Company’s or such Affiliate’s right to terminate your employment or service at any time.
	 


	 	 	(b)	Without limiting the generality of Section 1 above, with the approval of the Board, and subject to
the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that
no such termination, amendment, or modification of the Plan may in any way adversely affect your
rights under this Agreement without your consent.
	 


	 	 	(c)	This Agreement will be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or stock exchanges as may be required.
	 


	 	 	(d)	To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
	 
	 	 	 	 	 	 	 
	9. Signatures	 	By the signatures below, the Participant and the authorized representative of the Company acknowledge
agreement to this Deferred Stock Unit Agreement as of the Grant Date specified above.
	 
	 	 	 	 	 	 	 
	 
	 	PARTICIPANT:	 	 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
	 
	

	 	

	 	/s/ Kirk P. Pond

	

	 	 
	 	Kirk P. Pond

	

	 	 	 	 	Chairman, President and CEO








To accept your DSU grant:





	1.	 	Sign BOTH copies of this Deferred Stock Unit Agreement;
	 
	2.	 	Sign the BOTH copies of the Settlement Election Form;
	 
	3.	 	Retain one copy of each for your records;
	 
	4.	 	Return one copy of each in the enclosed envelope.




 









 
















Fairchild Semiconductor Stock Plan

Deferred Stock Unit Settlement Election Form




This Settlement Election Form relates to the following grant of Deferred Stock
Units:



 



					
	PARTICIPANT:
	 	EMPLOYEE ID: 
	 	GLOBAL
ID:             







DATE OF GRANT: 




NUMBER OF DEFERRED STOCK UNITS GRANTED: 




	 	 	 	 	 
	1. Settlement

	 	Check only one option:
	Election
	 	 	 	 
	 
	 	 	 	 
	

	 	             
	 	Specified Date. Subject to Sections 2 and 3 below, I elect to have all
Vested Units that I may hold under the Deferred Stock Unit Award Agreement to
which this election relates settled by delivery of Shares to me on
                                      , which date is at least one year following the Grant Date of
such Units. If the date specified occurs before the last scheduled Vesting Date
under this grant, then Units that vest after such specified date will be settled
promptly following any such subsequent Vesting Date(s).
	 
	 	 	 	 
	

	 	             
	 	Vesting Dates. Subject to Sections 2 and 3 below, I elect to have Vested
Units that I may hold under the Deferred Stock Unit Award Agreement to which this
election relates settled by delivery of Shares to me promptly following each date
or dates on which vesting of Units occurs.
	 
	 	 	 	 
	2. Automatic
Settlement Upon
Termination

	 	I hereby acknowledge and agree that (a) if my employment is terminated for any
reason other than Cause, Death or Disability, any Vested Units will be settled on
the first anniversary of my termination date, (b) if my employment is terminated
for Cause, all units will be immediately forfeited, and (c) if my employment is
terminated for Death or Disability, any Vested Units will be settled following my
termination date.
	 
	 	 	 	 
	3. One-Time Change
of Election
Permitted

	 	I understand that, once, but only once, I can change my election to a later (but
not earlier) Settlement Date than indicated in Section 1 above by filing a new
Settlement Election Form with the Company at any time on or before the day (the
“Change Deadline Day”) that falls one year before the earliest Settlement Date
that would occur based on my election in Section 1. I understand that I cannot
change my election after the Change Deadline Day, and that I cannot change my
election more than once. If the Change Deadline Day falls on a day that is not a
business day for the Company, then the last day to change the election in Section
1 will be the first business day following the Change Deadline Day. Any new
Settlement Election Form will revoke the previously filed Settlement Election
Form, except that, if any Settlement Date purportedly elected on the new form
falls within one year after the Change Deadline Day, then such new form will have
no effect and the previously elected Settlement Date shall continue to apply.
	 
	 	 	 	 
	4. Signature

	 	PARTICIPANT:	 	    DATED AS OF:
	 
	 	 	 	 
	 

	 	
	 
	 

	 	 







To accept your DSU grant:





	1.	 	Sign BOTH copies of the Deferred Stock Unit Agreement;
	 
	2.	 	Sign the BOTH copies of this Settlement Election Form;
	 
	3.	 	Retain one copy of each for your records;
	 
	4.	 	Return one copy of each in the enclosed envelope.