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Exhibit
10.02
[FAIRCHILD LOGO]
Fairchild Semiconductor
2007 Stock Plan
Restricted Stock 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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| NUMBER OF RESTRICTED STOCK UNITS
GRANTED: |
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units |
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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
restricted stock units (“Restricted Stock 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 Restricted Stock 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. Vesting
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The
Restricted Stock Units will vest (becoming “Vested Restricted
Stock 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: |
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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 Date |
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25% |
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Second anniversary of the Grant Date |
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50% |
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Third anniversary of the Grant Date |
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75% |
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Fourth 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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3. Termination of
Employment
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Except as
otherwise provided in Paragraph 7 of this Agreement, the right to
issuance of Restricted Stock Units and the rights under any
Restricted Stock Units that have not become Vested Restricted Stock
Units at the time your employment or service with the Company
terminates for any reason will be forfeited immediately without
consideration and without further notice as of the date of
termination. |
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4. Settlement of Vested Restricted Stock
Units and Issuance of Shares
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Each
Vested Restricted Stock 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 9 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 Restricted Stock 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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5. 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 Restricted Stock Units unless and until Shares are
actually delivered to you under this Agreement. |
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6. Dividends
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From and
after the date that Restricted Stock Units are issued to you under
this Agreement, you will be credited with additional Restricted
Stock Units having a value equal to declared dividends, if any,
with record dates that occur prior to the settlement of any
Restricted Stock Units as if such Restricted Stock Units had been
actual shares of Common Stock, based on the Fair Market Value of a
share of Common Stock on the applicable dividend payment date. Any
such additional Restricted Stock Units shall be considered
Restricted Stock Units under this Agreement and shall also be
credited with additional Restricted Stock Units as dividends, if
any, are declared, and shall be subject to the same restrictions
and conditions (including the risk of forfeiture under Paragraph 3)
as Restricted Stock Units with respect to which they were credited.
Notwithstanding the foregoing, no such additional Restricted Stock
Units will be credited with respect to any dividend in connection
with which Restricted Stock Units are adjusted pursuant to Section
12(d) of the Plan. Any reinvestment of dividends in additional
Restricted Stock Units shall be subject to the Plan. |
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7. Change in Control
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Notwithstanding anything to the contrary in this Agreement, the
Restricted Stock Units shall be subject to acceleration of vesting
upon a Change in Control as provided with respect to Restricted
Stock under Section 12(a)(2) of the Plan, and shall be settled as
if pursuant to Paragraph 4 of this Agreement. |
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8. Transferability
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(a) Your Restricted Stock Units are not
transferable, whether voluntarily or involuntarily, by operation of
law or otherwise, except as provided in the Plan. Any assignment,
pledge, transfer, or other disposition, voluntary or involuntary,
of your Restricted Stock Units made, or any attachment, execution,
garnishment, or lien issued against or placed upon the Restricted
Stock Units, other than as so permitted, shall be void.
(b) You acknowledge that, from time to
time, the Company may be in a “blackout period” and/or
subject to applicable securities laws that could subject you to
liability for engaging in any transaction involving the sale of the
Company’s shares. You further acknowledge and agree that,
prior to the sale of any Shares, it is your responsibility to
determin
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![Exhibit 10.02 [FAIRCHILD LOGO] Fairchild Semiconductor 2007 Stock Plan Restricted Stock Unit Award Agreement | Document Parties: Fairchild Semiconductor International, Inc](/images/dev/header/icon-document.gif){kind=icon}
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