FAIRCHILD SEMICONDUCTOR 2007 STOCK PLAN
The purpose of the Fairchild Semiconductor 2007 Stock Plan is to give the Company a competitive advantage in attracting,
retaining and motivating officers, employees, Nonemployee Directors and individual consultants and to provide the Company
and its Subsidiaries and Affiliates with a stock plan providing incentives for future performance of services directly linked to the
profitability of the Company’s businesses and increases in Company stockholder value. The Plan provides for the grant of
Incentive and Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock Units, any of which
may be performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as
determined by the Administrator.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “ Administrator ” means the Administrator of the Plan in accordance with Section 18.
(b) “ Affiliate ” means a corporation or other entity controlled by, controlling or under common control with the Company.
(c) “ Award ” means an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Deferred Stock Unit or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which the
Administrator may structure to qualify in whole or in part as a Performance Award.
(d) “ Award Agreement ” means a written agreement or other instrument as may be approved from time to time by the
Administrator implementing the grant of each Award. An Agreement may be in the form of an agreement to be executed by both
the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments
as approved by the Administrator.
(e) “Award Cycle” means a period of consecutive fiscal years or portions thereof designated by the Administrator over
which Deferred Stock Units are to be earned.