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EXHIBIT 10.20
(FAIRCHILD SEMICONDUCTOR(TM) LOGO)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
RESTATED STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option
Agreement dated FEBRUARY 22, 2002 (the
Grant Date) between Fairchild Semiconductor
International, Inc. (the Company)
and IZAK BENCUYA, a regular salaried
employee of the Company or one of its
subsidiaries (you or the Optionee).
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OPTION GRANT; The Company
grants you the option to purchase up to 2,200
EXERCISE PRICE shares of the
Company's Class A Common Stock at an exercise
price of $23.80 per share. This option grant is subject to the
terms of the Company's Restated Stock Option Plan, a copy of
which is enclosed with this agreement, and to the terms of
this agreement. If there is a conflict between the terms of
this agreement and those of the plan, the terms of the plan
will govern.
OPTION TERM; The term
of your option is 10 years plus one day from the
VESTING
Grant Date. Your option terminates at the end of the term and
cannot be exercised after the term. You can exercise your
option only to the extent it has vested. Your option will vest
in increments, as follows:
Percentage Vested
(including portion that
Vesting Date
vested the preceding year)
------------
-----------------------------
1st Anniversary of Grant Date..
50%
2nd Anniversary of Grant Date..
100%
TERMINATION OF You must remain an
employee of the Company or a subsidiary to
EMPLOYMENT
be able to exercise your option, except as follows:
Retirement, permanent disability or death. If your employment
terminates because of your retirement, permanent disability or
death, you (or your estate) will have five years from your
termination date to exercise your option, unless the option
term ends earlier, in which case you (or your estate) will
have until the end of the term to exercise. RETIREMENT means
permanently terminating your employment, with no intention of
engaging in a full-time job, after reaching age 65, or after
reaching age 55 if your age plus your years of service equals
65 or more. This definition of retirement is used only for
purposes of this agreement.
All other cases. If your employment terminates because you
quit, or for any other reason other than retirement, permanent
disability or death, you (or your estate, if you die within
the period) will have 90 days from your termination date to
exercise your option, unless the option term ends earlier, in
which case you (or your estate) will have until the end of the
term to exercise.
Regardless of the cause of your termination, you (or your
estate) can exercise your option only to the extent it is
vested on your termination date.
TRANSFERABILITY Your option is not
transferable except by will or the laws of
descent and distribution. During your lifetime only you can
exercise your option. This option shall not be subject to
attachment or similar process. Any attempted sale, pledge,
assignment, transfer or other disposition of your option
contrary to the provisions of this agreement, or the levy of
any attachment or similar process upon your option, shall be
null and void without effect.
MISCELLANEOUS Nothing in this
agreement gi
