EX-10.36 DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Unit Award Agreement |
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Exhibit 10.36
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD
SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK
UNIT AGREEMENT
PARTICIPANT: Thomas A Beaver
EMPLOYEE ID: D5552 GLOBAL ID:
___________
DATE OF GRANT: April 16, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 20,000
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:
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1. APPLICATION OF This Agreement and
your rights under this Agreement are
PLAN; subject to all the
terms and conditions of the Plan, as it
ADMINISTRATION 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:
Percentage
Vested (including
portion that
vested
Vesting Date 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 You will not be
entitled to any privileges of ownership of
STOCKHOLDER 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 (a) Time of Settlement. Each Vested Unit will be
settled
UNITS 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 U






