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EXHIBIT 10.26
(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option
Agreement dated MAY 4, 2004 (the Grant
Date) between Fairchild Semiconductor
International, Inc. (the Company) and KIRK
POND, a 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 288,123
EXERCISE PRICE shares of the
Company's Class A Common Stock at an exercise
price of $19.65 per share. This option grant is subject to the
terms of the Fairchild Semiconductor Stock Plan, as well as to
the terms of this agreement, and your Employment Agreement
dated March 7, 2003 (your "Employment Agreement"). This grant
under the Fairchild Semiconductor Stock Plan has been
authorized by the board of directors.
OPTION TERM; The term
of your option is 8 years plus one day from the Grant
VESTING
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 vested
Vesting Date
the preceding year)
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1st Anniversary of Grant Date..
25%
2nd Anniversary of Grant Date..
50%
3rd Anniversary of Grant Date..
75%
4th Anniversary of Grant Date..
100%
provided that your option will vest in its entirety upon your
retirement from the Company in accordance with the terms of
your employment agreement with the Company, or otherwise in
accordance with other agreements governing your employment.
TERMINATION OF You must remain an
employee of the Company or a subsidiary to
EMPLOYMENT
be able to exercise your option, except as follows, or as
otherwise provided in any agreement governing your employment
with the Company:
Death, Disability, Certain Cases of Retirement, Qualifying
Termination. In the event your employment terminates as a
result of your (i) death, (ii) Disability, (iii) retirement
upon or following the expiration of the initial term of your
Employment Agreement or (iv) Qualifying Termination, your
option may thereafter be exercised in whole or in part at any
time before the expiration of the option term.
All other cases. If your employment terminates for any reason
other than those provided in the preceding paragraph, your
option may be exercised to the extent provided by the
Fairchild Semiconductor Stock Plan.
NON-
Your option is not transferable except by will or the laws of
TRANSFERABILITY decent 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 gives you the right to remain
employed by the Company or any subsidiary. This agreement
shall be governed by the laws of the State of Maine, without
regard to conflicts of laws principles. The section and
paragraph headings in this agreement are for convenience of
reference only and shall not affect the construction or
interpretation of this agreement.
SIGNATURES
Your signature and the signature of an authorized officer of
the Company below indicate your and the Company's agreement to
the terms of this Non-Qualified Stock Option Agreement as of
the Grant Date.
OPTIONEE:
FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
/s/ Kirk Pond 6/24
/s/ Kirk Pond
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KIRK POND D1044
Kirk P. Pond
Chairman, President and CEO
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(FAIRCHILD SEMICONDUCTOR(R) LOGO)
FAIRCHILD SEMICONDUCTOR STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option
Agreement dated MAY 4, 2004 (the Grant
Date) between Fairchild Semiconductor
International, Inc. (the Company) and
JOSEPH MARTIN, a 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 144,062
EXERCISE PRICE shares of the Company's Class A
Common Stock at an exercise
price of $19.65 per share. This option grant is subject to the
terms of the Fairchild Semiconductor Stock Plan, as well as to
the terms of this agreement, and your Employment Agreement
dated March 7, 2003, as amended on March 9, 2004
