FAIRCHILD SEMICONDUCTOR CORPORATION RESTATED SEVERANCE BENEFIT PLAN

1.1

Eligible employees are those employees of the Company who are selected by the Company in its sole discretion to receive benefits under this Plan in the event of a reduction-in-force unless specifically excluded by the terms of this Plan as amended from time to time. Generally, only regular full-time and part-time employees will be considered for eligibility. All decisions as to whether a reduction-in-force has occurred and the employees affected by the reduction shall be made in the sole discretion of the Company. Even if you are on notice of an impending layoff pursuant to a covered reduction-in-force, you will not be eligible for benefits under this Plan if the Company determines in its sole and exclusive judgment that your employment terminated by resignation (even if you felt compelled to resign), by retirement, death, or by discharge for poor performance, misconduct, or any other reason except layoff pursuant to a covered reduction-in-force.

1.2

Unless the Company provides otherwise in writing, you will not be eligible for severance benefits under this Plan if the Company, in its sole discretion, determines that either of the following provisions applies:

1.2.1

You have been offered, but refused to accept, another suitable position with the Company or any of its subsidiaries or affiliates.

1.2.2

You have been offered employment by a Successor Employer to commence promptly following your termination by the Company, whether you accept the position or not. A “Successor Employer” is any entity that assumes operations or functions formerly carried out by the Company (such as the buyer of a facility or any entity to which a Company operations or function has been outsourced), any affiliate of the Company, or any entity making the job offer at the request of the Company (such as a joint venture of which the Company or an affiliate is a member).

1.3

The Company has the right to cancel or reschedule your layoff or the reduction-in-force before you terminate employment. You will not be eligible for severance benefits under this Plan if your layoff or the reduction-in-force is canceled.

1.4

If the Company is not treating you as a common-law employee, as conclusively evidenced by its issuance of an IRS Form 1099-MISC to you, you are not eligible for the Plan, even if a court or a governmental agency rules that you are a common-law employee of the Company.

1.5

You are not entitled to benefits under this Plan unless you satisfy all transition assistance requests of the Company to the Company’s satisfaction, such as aiding in the location of files or preparing proper records. Those individuals selected for separation who are given notice must continue to work during the notice period in order to receive severance benefits hereunder.

2.1

Employees who satisfy the requirements described in section 1 above will be eligible for severance pay in accordance with the approved severance pay schedule in effect at the time of separation. The following definitions apply for purposes of determining the severance benefits:

2.1.1

“Years of Service” means your full years of employment with the Company and its affiliates in your most recent period of employment. Pro-rated benefits will not be paid for any fractional Year of Service.

2.1.2

“Week of Pay” means your base weekly rate of pay plus applicable shift premium unless the Company decides otherwise, excluding lead pay, overtime, bonuses, commissions, premium pay, employee benefits, expense reimbursements, and similar amounts. If you are paid by the hour, your base weekly rate of pay is your regular hourly rate multiplied by your scheduled straight-time hours per week.

2.1.3

Your Years of Service and Weeks of Pay will be determined by the Plan Administrator, in its sole and exclusive judgment, as of the date benefits become payable.

2.2

Severance Benefit Schedule for Regular Full-Time Employees . The amount of severance pay for regular full-time employees generally will be determined by the severance pay schedules set forth below. These schedules are a guideline only, and in the discretion of the Company, may be modified, amended or eliminated. Any such change shall be made by the Chief Administrative Officer. The amount of severance pay may be reduced as described in section 2.4 below.

2.2.1

Basic Severance Benefit .

2.2.2

Enhanced Severance Benefit . You will receive an Enhanced Severance Benefits in addition to the Basic Severance Benefit IF you irrevocably execute the Release form prescribed by the Plan Administrator and file it with the person, and within the time period, the Plan Administrator prescribes. The Enhanced Severance Benefit will be determined in accordance with the following schedule:

2.3

Severance Benefit for Regular Part-Time Employees . Regular part-time employees will be paid a prorated portion of the severance benefit applicable to regular full-time employees based on their standard workweek hours.

2.4

Reduction of Amount of Severance Benefits .

2.4.1

Travel advances and garnishments will be taken from final pay if the employee has signed a written authorization.

2.4.2

Benefits under this Plan are not intended to duplicate such benefits as workers’ compensation, wage replacement benefits, disability benefits, severance pay, or similar benefits under other benefit plans, severance programs, employment contracts, or applicable laws, such as the WARN Act. Should such other benefits be

payable, the benefits under this Plan will be reduced accordingly or, alternatively, benefits previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations. In either case, the Plan Administrator will determine how to apply this provision, and may override other provisions in this Plan in doing so.

2.5

Payment . Your severance pay will be paid in a cash lump sum. All payments shall be net of amounts withheld by the Company to fulfill any federal, state or local withholding requirement. In the event you should die before receiving all your severance payments, any remaining severance benefits will be payable to your estate.

2.6

Extension of Group Medical and Dental Coverages .

2.6.1

Group Medical Coverage . The Company will pay the cost to continue the individual or family medical coverage in effect under a Company-maintained plan for the employee as of his or her termination of employment date for a period of time based on the employee’s years of service, based on the following schedule:

2.6.2

Group Dental Coverage . The Company will pay the cost to continue the individual or family dental coverage in effect under a Company-maintained plan for the employee as of his or her termination of employment date for a period of one month. This

month of continued coverage shall run from the date dental coverage otherwise would cease due to the employee’s termination. Continued dental coverage under this section shall run concurrently with any COBRA period of continued dental coverage elected by the employee and any covered dependents. To the extent allowed by the group dental plan, an employee may drop one or more dependents from dental coverage or enroll in a less expensive coverage option during the period of Company-paid continued dental coverage, but the employee must bear any additional cost for adding dependents or enrolling in a more expensive coverage option during that period.

2.6.3

Group Vision Coverage . The Company will pay the cost to continue the individual or family vision coverage in effect under a Company-maintained plan for the employee as of his or her termination of employment date for a period of one month. This month of continued coverage shall run from the date vision coverage otherwise would cease due to the employee’s termination. Continued vision coverage under this section shall run concurrently with any COBRA period of continued vision coverage elected by the employee and any covered dependents. To the extent allowed by the group vision p