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Exhibit 10.13
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE JULY 18,
2007)
The National Semiconductor Corporation Restricted
Stock Plan is designed to further the growth, development and
financial success of the Company by providing additional incentives
to certain Employees by assisting them to become owners of capital
stock of the Company and thus to benefit directly from its growth,
development and financial success.
Whenever used in this Plan, the following terms
shall have the meaning set forth below unless the context clearly
indicates to the contrary.
Award: Restricted Stock Unit or Restricted Stock
awarded to a Participant pursuant to the Plan.
Board: The Board of Directors of National
Semiconductor Corporation.
Committee: The Compensation Committee of the
Board.
Common Stock: National Semiconductor
Corporation’s common stock, par value $.50 per
share.
Company: National Semiconductor Corporation
(“NSC”), a Delaware corporation, and any corporation in
which NSC controls directly or indirectly more than fifty percent
(50%) of the combined voting power of voting securities.
Disability: Inability to perform any services for
the Company and eligible to receive disability benefits under the
standards used by the Company’s disability benefit plans or
any successor plan thereto.
Employee: An individual in the regular employ of the
Company at any time.
Fair Market Value: As of given date, the Fair Market
Value of a share of the Common Stock shall be the opening stock
price of the Common Stock on the New York Stock Exchange on such
date or if the Common Stock is not traded on such day, then on the
immediately preceding trading day on the New York Stock
Exchange.
Officer: An Employee of the Company who is appointed
or elected by the Board to serve as an officer of National
Semiconductor Corporation.
Participant: An Employee who has been granted an
Award pursuant to the Plan.
Plan: This National Semiconductor Corporation
Restricted Stock Plan.
Restricted Stock: Common Stock issued pursuant to
the terms of this Plan that is subject to certain restrictions and
may be subject to the risk of forfeiture.
Restricted Stock Unit: An Award issued pursuant to
Section 6 of the Plan.
Retirement: Permanent termination of employment with
the Company and (a) age is either sixty-five (65) or age is at
least fifty-five (55) and years of service in the employ of the
Company is then (10) or more, and (b) the terminating employee has
certified to the Secretary that he or she does not intend to engage
in a full-time vocation.
Secretary: The Secretary of National Semiconductor
Corporation.
Termination of Employment: The time when the
employee-employer relationship between the Participant and the
Participant’s employer is terminated for any reason, with or
without cause, including, but not by way of limitation, a
termination upon the sale , merger or other disposition of
Participant’s employer; by reduction in force; resignation;
discharge; death; Disability; or Retirement, but excluding (i)
terminations where there is a simultaneous reemployment by the
Company, or (ii) terminations where the Participant continues a
relationship (e.g., as a director or as a consultant) with the
Company.
Vesting Date: Date that the restrictions and/or risk
of forfeiture of an Award lapse.
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3.
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Shares Subject to the Plan
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(a)
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The shares of stock which may be issued pursuant to
Awards shall be shares of Common Stock. The aggregate number of
such shares which may be issued pursuant to Awards shall not exceed
4,000,000.
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(b)
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Any shares issued pursuant to an Award that are
reacquired by National Semiconductor Corporation pursuant to the
restrictions thereon may again be utilized under this Plan, subject
to the limitations of Section 3A.
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(c)
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In the event that the outstanding shares of Common
Stock are hereafter changed into or exchanged for a different
number or kind of shares or other securities of National
Semiconductor Corporation, or of another corporation, by reason of
reorganization, merger, consolidation,
recapitalization, reclassification, or the
number of shares is increased or decreased by reason of a stock
split-up, stock dividend, combination of shares or any other
increase or decrease in the number of such shares of Common Stock
effected without receipt of consideration by National Semiconductor
Corporation (provided, however, that conversion of any convertible
securities or notes of National Semiconductor Corporation shall not
be deemed to have been “effected without receipt of
consideration”), the Committee shall make appropriate
adjustments in the number and kind of shares which may be issued
pursuant to Awards, including adjustments of the limitations
in Section 3.A on the maximum number and kind of shares which
may be issued pursuant to Awards.
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(a)
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Any Employee of the Company who is not an Officer
shall be eligible to be granted an Award. Officers are not eligible
to be granted Awards under this Plan.
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(b)
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The Committee shall from time to time, in its
absolute discretion:
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(i)
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Select from among Employees (including Employees to
whom Awards have previously been granted) those to be granted
Awards;
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(ii)
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Determine the number of shares of Common Stock to be
issued pursuant to any Award to such selected Employees;
and
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(iii)
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Determine the purchase price, if any, and other
terms and conditions applicable to the shares subject to an Award,
consistent with the Plan.
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(c)
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Shares of Common Stock issued pursuant to an Award
may be either previously authorized but unissued shares or issued
shares which have been reacquired by National Semiconductor
Corporation. The Committee shall establish the purchase price (if
any) and form of payment for shares of Common Stock subject to an
Award. In all cases legal consideration shall be required for each
issuance of shares of Common Stock pursuant to an Award.
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(d)
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Upon the selection of an Employee to be issued
Restricted Stock, the Committee shall instruct the Secretary to
issue such Restricted Stock and may impose such conditions on
issuance as it deems appropriate.
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5.
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Terms of Restricted Stock
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(a)
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Restricted Stock shall be issued only pursuant to a
Restricted Stock Agreement entered into between the Participant and
the Company, which may be in written or electronic form and which
shall contain such terms and conditions as the Committee shall
determine, consistent with the Plan.
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(b)
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The consideration for the issuance of Restricted
Stock shall be set by the Committee; provided, however, that such price
shall not be less than the par value of a share of Common Stock on
the date of grant, unless otherwise permitted by applicable state
law.
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(c)
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Upon delivery of the shares of Restricted Stock to
the escrow holder pursuant to Section 5.F, the Participant awarded
Restricted Stock shall have all the rights of a stockholder with
respect to said shares, subject to the restrictions in his or her
Restricted Stock Agreement, including the right to vote the shares
and to receive all dividends or other distributions paid or made
with respect to the shares.
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(d)
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Unless otherwise approved by the Committee, no
shares of Restricted Stock issued under this Plan may be sold,
assigned or otherwise transferred until at least one year has
elapsed from the date the Restricted Stock was issued. All shares
of Restricted Stock issued under this Plan (including any shares
received by holders thereof as a result of stock dividends, stock
splits or any other forms of recapitalization) shall be subject to
such other restrictions, including performance based restrictions,
as the Committee shall provide in the terms of each individual
Restricted Stock Agreement; provided, however, that by a resolution
adopted after the Restricted Stock is issued, the Committee may, on
such terms and conditions as it determines to be appropriate,
remove any or all of the restrictions imposed by the terms of the
Restricted Stock Ag
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