Exhibit 10.2
FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE
PLAN
The title of this plan is the
Fairchild Semiconductor International, Inc. Amended and Restated
Employee Stock Purchase Plan, hereinafter referred to as the
“Plan.”
The Plan is intended to encourage
ownership of Common Stock of the Corporation by all Eligible
Employees and to provide incentives for them to exert maximum
efforts for the success of the Corporation. By extending to
Eligible Employees the opportunity to acquire proprietary interests
in the Corporation and to participate in its success, the Plan may
be expected to benefit the Corporation and its shareholders by
making it possible for the Corporation to attract and retain
qualified employees. The Plan is intended to qualify as an employee
stock purchase plan under Section 423 of the Internal Revenue
Code of 1986 (the “Code”).
As used in this Plan:
|
|
(a)
|
“Base
Compensation” means the basic or regular salary, plus all
overtime, lead premiums and shift differential income received from
the Corporation and/or Subsidiaries.
|
|
|
(b)
|
“Board” means the Board of Directors
of the Corporation.
|
|
|
(c)
|
“Committee” means the Compensation
Committee of the Board.
|
|
|
(d)
|
“Common
Stock” means the Common Stock, $.01 par value per share, of
the Corporation.
|
|
|
(e)
|
“Corporation” means Fairchild
Semiconductor International, Inc.
|
|
|
(f)
|
“Eligible
Employee” means an Employee eligible to participate in the
Plan under the terms of Section 6.
|
|
|
(g)
|
“Employee” means an employee of the
Corporation or a Subsidiary, provided that an interim or temporary
employee shall not be considered an Employee unless he or she has
performed two years of service with the Corporation or a
Subsidiary. An individual who has been classified by the
Corporation or a Subsidiary as an independent contractor shall not
qualify as an “Employee” for purposes of the Plan,
unless a court or governmental agency determines that the
individual is an “Employee” for purposes of Treas. Reg.
§ 1.421-1(h).
|
|
|
(h)
|
“Participant” means an Eligible
Employee that elects to participate in the Plan, as described in
Section 6.
|
|
|
(i)
|
“Participation Period” means a
period during which contributions may be made toward the purchase
of Common Stock under the Plan, as determined pursuant to
Section 6.
|
|
|
(j)
|
“Plan
Administrator” means the Committee and the individual or
individuals appointed by the Committee under
Section 5(a).
|
|
|
(k)
|
“Subsidiary” means any corporation
in which the Corporation controls, directly or indirectly, fifty
percent (50%) or more of the combined voting power of all
classes of stock and which has been designated by the Board as a
corporation whose employees may participate in this
Plan.
|
|
4.
|
STOCK SUBJECT
TO THE PLAN
|
Subject to adjustment from time to
time as provided in Section 8, the total number of shares of
Common Stock which may be issued under the Plan is 8,000,000, which
may be unissued shares, treasury shares or shares bought on the
market.
|
|
(a)
|
The Plan shall
be administered by the Committee. The Committee may delegate
administrative matters relating to the Plan (for the avoidance of
doubt, including its authority under Section 5(b)(i) of this
Plan, but excluding its authority under Section 5(b)(ii) of
this Plan), to such of the Corporation’s officers or
employees as the Compensation Committee so determines.
|
|
|
(b)
|
The Plan
Administrator shall have the plenary power, subject to and within
the limits of the express provisions of the Plan:
|
|
|
(i)
|
to construe and
interpret the Plan and to establish, amend, and revoke rules and
regulations for its administration. The Plan Administrator, in the
exercise of this power, shall generally determine all questions of
policy and expediency that may arise, and shall correct any defect,
supply any omission, reconcile any inconsistency and interpret or
resolve any ambiguity in the Plan or in any instrument associated
with the Plan in a manner and to the extent it shall deem necessary
or appropriate to operation of the Plan; and
|
|
|
(ii)
|
to the extent
not provided in this Plan, to establish the terms under which
Common Stock may be purchased, including but not limited to: the
purchase price of Common Stock, the commencement date of a
Participation Period, the duration of a Participation Period, the
number of Participation Periods per year, the minimum and maximum
amount of contributions allowable per Participant in a
Participation Period, and the number of shares purchasable in a
Participation Period.
|
|
|
(c)
|
The Plan Administrator may adopt
rules or procedures relating to the operation and administration of
the Plan to accommodate the specific requirements of
local
|
- 2 -
|
|
laws and procedures. Without
limiting the generality of the foregoing, the Plan Administrator is
specifically authorized to adopt rules and procedures regarding
handling of payroll deductions or other contributions by
Participants, payment of interest, conversion of local currency,
data privacy security, payroll tax, withholding procedures and
handling of stock certificates which vary with local requirements;
however, if such varying provisions are not in accordance with the
provisions of Section 423(b) of the Code, including but not
limited to the requirement of Section 423(b)(5) of the Code
that all options granted under the Plan shall have the same rights
and privileges unless otherwise provided under the Code and the
regulations promulgated thereunder, then the individuals affected
by such varying provisions shall be deemed to be participating
under a sub-plan and not in the Plan.
|
|
|
(d)
|
The Plan
Administrator may adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Section 423 of the Code and shall be
deemed to be outside the scope of Section 423 of the Code
unless the terms of the sub-plan provide to the contrary. The rules
of such sub-plans may take precedence over other provisions of this
Plan, with the exception of Section 4, but unless otherwise
superseded by the terms of such sub-plan, the provisions of this
Plan shall govern the operation of such sub-plan. The Plan
Administrator shall not be required to obtain the approval of
stockholders prior to the adoption, amendment or termination of any
sub-plan unless required by the laws of the foreign jurisdiction in
which Eligible Employees participating in the sub-plan are
located.
|
|
6.
|
ELIGIBILITY AND
PARTICIPATION
|
The persons eligible to participate
in the Plan (Eligible Employees) shall consist of all Employees of
the Corporation and/or a Subsidiary who are eighteen
(18) years of age or older. An Employee shall not be eligible
to participate in the Plan for any period of time during which he
is employed by the Corporation or a Subsidiary outside the United
States if he is not paid from the Corporation or Subsidiary’s
United States Payroll during such period.
Unless and until the Plan
Administrator determines otherwise, there will be four
(4) Participation Periods each calendar year, and they will
coincide with the four quarters of the calendar year. In order to
participate in the Plan for a particular Participation Period, an
Eligible Employee must complete the required enrollment forms and
file such forms with the Plan Administrator or its designee no
later than the due date prescribed by the Plan Administrator. The
enrollment forms will include a payroll deduction authorization
directing the Corporation to make payroll deductions from the
Participant’s Base Compensation, designated in whole
percentages, at a rate not to exc
|
