Exhibit 10.04 [FAIRCHILD LOGO] Fairchild Semiconductor 2007 Stock Plan Non-Qualified Stock Option Agreement

Option Agreement

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Fairchild Semiconductor International, Inc

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Title: Exhibit 10.04 [FAIRCHILD LOGO] Fairchild Semiconductor 2007 Stock Plan Non-Qualified Stock Option Agreement
Governing Law: Delaware Date: 8/9/2007
Industry: Semiconductors Sector: Technology

Exhibit 10.04

[FAIRCHILD LOGO]

Fairchild Semiconductor 2007 Stock Plan

Non-Qualified Stock Option Agreement

This is a Non-Qualified Stock Option Agreement (the “Agreement”) under the Fairchild Semiconductor 2007 Stock Plan, as amended from time to time (the “Plan”), dated (the “Grant Date”) between Fairchild Semiconductor International, Inc. (the “Company”) and , a regular salaried employee of the Company or one of its subsidiaries (“you” or the “Optionee”).


1. Option Grant; Exercise Price	The Company grants you the option to purchase up to Shares at an exercise price of $ per Share. This option grant is subject to the terms of this Agreement and the Plan. If there is a conflict between the terms of this Agreement and those of the Plan, the terms of the Plan will govern. Capitalized terms not defined in this Agreement are defined in the Plan.

2. Option Term; Vesting	The term of your option is 8 years and one day from the 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:

	*Vesting Date*	*Percentage Vested* *(including portion that vested the preceding year)*
	1 ^st Anniversary of Grant Date	25%
	2 ^nd Anniversary of Grant Date	50%
	3 ^rd Anniversary of Grant Date	75%
	4 ^th Anniversary of Grant Date	100%

3. Termination of Employment	You must remain an employee of the Company or an Affiliate to be able to exercise your option, except as follows: Retirement, Disability or death . If your employment terminates because of your Retirement or Disability (as those terms are defined in the Plan) or your death, then 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. In addition, if your employment terminates because of your Retirement or Disability and you die within the five-year exercise period, your estate will have at least one year after your death to exercise, unless the option term ends earlier, in which case your estate will have until the end of the term to exercise. Termination by the Company . If your employment is terminated for Cause (as defined in the Plan), all options will be terminated, whether or not vested, and you may have to repay any gains on prior exercised options. If your employment is terminated by the Company not for Cause and not as a result of your Retirement, Disability or death, then you (or your estate) 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. All other cases . If your employment terminates because you resign voluntarily, or for any other reason other than those stated above, you (or your estate, if you die within the period) will have 30 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.

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