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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 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, garnishme
