<PAGE>
EXHIBIT 10.39
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Thomas A Beaver EMPLOYEE ID: D5552
GLOBAL ID: _____
DATE OF GRANT: May 4, 2004
NUMBER OF DEFERRED STOCK UNITS GRANTED: 7,700
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:
<TABLE>
<S>
<C>
1. APPLICATION OF PLAN; This Agreement and
your rights under this Agreement
ADMINISTRATION
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:
Percentage Vested
(including portion that
Vesting Date
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, gar
