Exhibit 10.05
ENHANCED FAIRCHILD INCENTIVE
PLAN
Amended and Restated Effective
April 1, 2009
TABLE OF
CONTENTS
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Page
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1.
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Objective and
Structure
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1
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2.
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Definitions
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1
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3.
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Effective
Date
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4
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4.
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Eligibility for
Plan Participation
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4
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A.
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Eligible
Class
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4
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B.
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New
Hires
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4
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C.
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Promotions
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4
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D.
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Ceasing
Participation
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5
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5.
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Participation
and Target Award Levels
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5
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A.
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Participation
Levels
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5
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B.
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Target Award
Levels
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5
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C.
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Adjustments
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5
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6.
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Calculation and
Payment of Awards
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6
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A.
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Factors
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6
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B.
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Performance
Goal
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6
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C.
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Calculation of
Awards
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6
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D.
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Stretch
Awards
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7
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E.
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Extraordinary
Events
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7
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F.
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Participant
Moves
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7
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G.
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Payment
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8
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7.
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Termination of
Employment
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8
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8.
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Deferral of
Awards (DIP)
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8
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A.
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Plan
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8
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B.
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Timing
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8
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C.
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Eligibility
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9
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D.
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Deferral
Accounts
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9
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E.
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Investment
Return
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9
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F.
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Distribution
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9
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G.
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Hardship
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9
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H.
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Loans
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10
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I.
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Beneficiaries
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10
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J.
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Status of
Plan
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10
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K.
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Freeze of
DIP
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10
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9.
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Interpretations
and Rule-Making
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10
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10.
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Declaration of
Incentives, Amendment or Discontinuance
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11
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11.
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Miscellaneous
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11
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Schedule
A
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EFIP
Participation and Target Award Levels
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ENHANCED FAIRCHILD INCENTIVE
PLAN
(As Amended and Restated
Effective April 1, 2009)
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1.
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Objective
and Structure
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The Enhanced Fairchild Incentive
Plan (the “Plan” or “Enhanced Plan”) is
designed to help retain eligible management employees and reward
them for contributing to the success and profitability of the
Company. These objectives are accomplished by making incentive
awards under the Plan and providing Participants with a proprietary
interest in the growth and performance of the Company.
The Plan is a non-ERISA cash bonus
plan providing enhanced cash awards payable on an annual basis to a
select group of eligible employees based on measures of business
performance for that award period. The Enhanced Plan also contains
a deferral feature that enables certain Participants to elect to
defer the payment of all or any portion of their award. The
Deferral Plan provides an opportunity for a limited number of
management employees to defer receipt of their awards under the
Plan until termination of their employment or other distributable
event. That deferral feature of the Enhanced Plan is primarily set
forth in Article 8 below, is an unfunded plan for a select group of
management or highly compensated employees, and hence is
substantially exempt from ERISA. The two plans set forth in this
document and amended hereafter also may be referred to respectively
by the acronym EFIP and DIP. The Deferral Plan is hereby frozen
effective as of December 27, 2004. It is intended that the
EFIP qualify as a plan of short-term deferrals and that the frozen
DIP be grandfathered so that neither Plan is subject to Code
Section 409A.
Whenever used in the Plan, unless
otherwise indicated, the following terms shall have the respective
meanings set forth below:
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Award:
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The amount, if
any, to be paid to a Plan Participant for a particular Measurement
Period.
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Award Date:
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The annual date
on which an EFIP Award is due to be paid. The Award Date shall be
the later of sixty (60) days after the end of the Company’s
fiscal year, or fifteen (15) days after consolidated financial
statements for the fiscal year are completed and accepted by the
Company, but not later than the fifteenth day of the third month
following the Company’s fiscal year.
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Company:
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Fairchild
Semiconductor Corporation (“FSC”) or any corporate
successor or assign which adopts or assumes the Plan. For purposes
of eligibility to participate in the Plan, the term
“Company,” as used herein, may also refer to any
subsidiary or affiliate of FSC which adopts the Plan with the
approval of FSC.
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Committee:
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The Plan
administrator shall be a committee consisting of the Executive Vice
President and CFO, Senior Vice President, Human Resources, and the
Senior
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Vice Provident
and General Counsel. The Committee shall be responsible for the
administration of the Plan, as provided in Article 9 below, but may
delegate routine administrative or clerical duties to one or more
officers or employees of the Company. The actions, duties and
responsibilities of the Committee noted and called for herein, are
subject to the approval and discretion of the Board of Directors of
the Company (the “Board”).
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Code:
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The Internal
revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.
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Disability:
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Inability to
perform any services for the Company, combined with eligibility to
receive disability benefits under the standards used by the
Company’s long-term disability benefit plan.
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Employee:
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An individual
in the regular full-time or regular part-time employ of the Company
(or having comparable status in any foreign location of the
Company, as determined by foreign management and approved by the
Committee based on applicable local laws, customs and practices) at
any time during the Measurement Period, not including any
non-regular employees. Members of a collective bargaining unit, if
any, shall be considered Employees for purposes of the Plan only if
they satisfy the eligibility conditions of the preceding sentence
and their collective bargaining agreement provides for their
participation in the Plan. Any regular employees in a class that is
eligible for a different incentive plan - including, without
limitation: (i) sales, marketing and other employees who are
eligible for the Company’s Sales Incentive Plan (or any
successor plan thereto); (ii) any newly acquired employees who
remain subject to either their prior employer’s incentive or
bonus plan or to any special or transitional incentive or bonus
plan assumed or adopted by the Company in connection with the
acquisition of such employees; and (iii) any other group of one or
more employees who the Committee determines either is covered by a
different bonus or incentive plan or arrangement (except for the
Company’s Key Technologist Incentive Award Plan) or shall not
be covered by this Plan nor any other bonus or incentive plan or
arrangement - shall not be considered Employees under this Plan for
any Measurement Period during which they fall within any such
exclusion, except to the extent otherwise determined by the
Committee or otherwise specified herein. Employees who are subject
to a separate incentive or bonus pay formula pursuant to a written
employment agreement entered into with their employer and to which
the Company or subsidiary becomes obligated also shall be excluded
from eligible Employee status under this Plan for any Measurement
Periods to which that other arrangement applies, the same as if
such Employees were instead covered by another group incentive
plan, in accordance with the preceding rules.
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Extraordinary Occurrence:
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Events that, in
the opinion of the Committee and with the Chief Executive
Officer’s concurrence, are beyond the significant influence
of Plan Participants or the Company and cause a significant
unintended effect, positive or negative, on Company operating and
financial results for a particular Measurement Period.
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Measurement Period
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The period of
performance on which Awards are based. The EFIP and Measurement
Period shall be the annual period corresponding to the fiscal year
of the Company.
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Participant
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An eligible
Employee who at the time shall be a Participant in accordance with
the provisions of Article 4.
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Participation Levels
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The allocation
of Participants into groups, by job code level or management
selection, as set forth in Article 4 and 5, for which a single
Target Award level applies within the group ( i.e. , for
that Participation Level). Different Target Award levels may apply
to different groups and within the same job code level at the
discretion of the Chief Executive Officer.
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Performance Goal
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Levels of performance shall be set in accordance
with one or more financial and strategic goals developed by the
Chief Executive Officer (with Board approval) pursuant to Section
6.B. below for the Company and, if further desired, for any
division, department,, or other business unit or Employee group
within the Company, For each goal up to three levels of performance
maybe set, as follows:
(i) Threshold - The minimum acceptable
level of performance for which an Award may be earned on a
particular Performance Goal; achieving 50% or more of the Target
level of performance,
(ii) Target - Achieving 100% of the
Target level of performance.
(iii) Stretch - Achieving
more than 100% of the Target level of performance.
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