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Exhibit
10.03
[FAIRCHILD LOGO]
Fairchild Semiconductor
2007 Stock Plan
Performance Unit Award
Agreement
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PARTICIPANT:
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EMPLOYEE ID: |
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GLOBAL ID: |
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| GRANT DATE: |
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| TARGET NUMBER OF PERFORMANCE UNITS: |
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units |
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| PERFORMANCE YEAR: |
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Fiscal Year Ending |
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THIS AGREEMENT, effective as of the
Grant Date set forth above, is between Fairchild Semiconductor
International, Inc., a Delaware corporation (the
“Company”, “we”, “our” or
“us”) and the Participant named above
(“you” or “yours”), pursuant to the
provisions of the Fairchild Semiconductor 2007 Stock Plan (the
“Plan”) with respect to the award of the number of
performance units (“Performance Units”) specified
above. Capitalized terms used and not defined in this Agreement
shall have the meanings given to them in the Plan.
By accepting this Grant, you irrevocably
agree, on your own behalf and on behalf of your heirs and any other
person claiming rights under this Agreement, to all of the terms
and conditions of the Performance Unit Award as set forth in or
pursuant to this Agreement and the Plan (as such may be amended
from time to time). You and the Company agree as
follows:
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1. Application of Plan;
Administration
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This Agreement and your rights under this Agreement are subject
to all the terms and conditions of the Plan, as it may be amended
from time to time, as well as to such rules and regulations as the
Administrator may adopt. It is expressly understood that the
Administrator that administers the Plan is authorized to
administer, construe and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement,
all of which shall be binding upon you to the extent permitted by
the Plan. Any inconsistency between this Agreement and the Plan
shall be resolved in favor of the Plan. |
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2. Performance Goal
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The issuance of Performance Units
pursuant to this Agreement shall be subject to the Company
achieving earnings before interest and taxes, as determined by the
Administrator pursuant to the Plan (“EBIT”), for the
Performance Year set forth above equal to at least the 50% EBIT
Target established by the Administrator and set forth in the table
below. If EBIT for the Performance Year does not equal or exceed
the 50% EBIT Target threshold, the right to receive any Performance
Units pursuant to this Agreement shall expire without
consideration.
Subject to the foregoing paragraph and
provided that you have remained in the full time employment or
service of the Company or an Affiliate from the Grant Date set
forth above, the number of Performance Units issued to you under
this Agreement (such units, the “Granted Performance
Units”) shall be determined in accordance with the following
schedule:
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Percentage
EBIT
Target
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EBIT Required
to
Achieve
Percentage
EBIT
Target
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Number of Granted
Performance Units If Percentage EBIT Goal Achieved
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50% EBIT Target |
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0.50 x the Target Number of Performance Units |
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100% EBIT Target |
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1.00 x the Target Number of Performance Units |
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150% EBIT Target |
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1.50 x the Target Number of Performance Units |
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200% EBIT Target |
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2.00 x the Target Number of Performance Units |
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In the event that the Company’s EBIT for the Performance
Year falls between two of the Percentage EBIT Targets listed in the
table above, the number of Granted Performance Units shall be
determined by linear interpolation. Notwithstanding anything herein
to the contrary, in no event shall more that 2.00 times the Target
Number of Performance Units be issued under this
Agreement. |
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Following the end of the Performance Year and the collection of
relevant data necessary to determine the extent to which the
performance goal set forth in this Paragraph 2 has been satisfied,
the Administrator will determine: (a) the extent to which the
performance goal was achieved by the Company for the Performance
Year; and (b) the percentage of the Target Number of
Performance Units to be issued pursuant to the Performance Unit
Award program for the Performance Year. The Administrator shall
make these determinations in its sole discretion. The number and
kind of shares subject to or issued under the Performance Unit
Award shall be subject to adjustment as provided for in Section
12(d) of the Plan. The achievement of the performance goal (or lack
thereof) shall be evidenced by the Administrator’s written
certification. For the avoidance of doubt, the right to receive up
to 200% of the Target Number of Performance Units shall expire
without consideration to the extent that such units do not become
Granted Performance Units. |
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3. Vesting
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The Granted Performance Units will vest (becoming “Vested
Performance Units”) on the following Vesting Dates provided
that you have remained in the full time employment or service of
the Company or an Affiliate from the Grant Date set forth above
until the respective Vesting Date, provided that in no case shall
the units vest before the date of the Administrator’s written
certification of the performance goal achievement under Paragraph
2: |
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Vesting
Date
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Percentage
Vested
(including portion that vested the preceding year)
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First anniversary of the Grant
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33% |
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Second anniversary of the Grant
Date |
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66% |
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Third anniversary of the Grant
Date |
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100% |
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The vesting period set forth above may be adjusted by the
Administrator to reflect the decreased level of employment or
service during any period in which you are on an approved leave of
absence or are employed on a less than full time basis. |
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4. Termination of
Employment
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Except as otherwise provided in Paragraph 8 of this Agreement,
the right to issuance of Performance Units and the rights under any
Granted Performance Units that have not become Vested Performance
Units at the time your employment or service with the Company
terminates for any reason will be forfeited without consideration
as of the date of termination. |
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5. Settlement of Granted
Performance Units and Issuance of Shares
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Each Vested Performance Unit will be settled by the delivery of
one Share to you or, in the event of your death, to your designated
beneficiary, promptly following the Vesting Date with respect to
such Shares, subject to your satisfaction of any tax withholding
obligations as described in Paragraph 10 of this Agreement.
You hereby authorize any brokerage service provider determined
acceptable to the Company, to open a securities account for you to
be used for the settlement of Vested Performance Units. The date on
which Shares are issued may include a delay in order to provide the
Company such time as it determines appropriate to address tax
withholding and other administrative matters. |
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6. Rights as
Stockholder
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Except as otherwise provided in this Agreement, you will not be
entitled to any privileges of ownership of the shares of Common
Stock underlying your Performance Units unless and until Shares are
actually delivered to you under this Agreement. |
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7. Dividends
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From and after the date a number of Granted Performance Units
are issued to you under Paragraph 2 or Paragraph |
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![Exhibit 10.03 [FAIRCHILD LOGO] Fairchild Semiconductor 2007 Stock Plan Performance Unit Award Agreement | Document Parties: Fairchild Semiconductor International, Inc](/images/dev/header/icon-document.gif){kind=icon}
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