National Semiconductor Corp Sample Contracts

AGREEMENT
Agreement • August 3rd, 2000 • National Semiconductor Corp • Semiconductors & related devices • California
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ARTICLE 1
National Semiconductor Corp • October 1st, 2002 • Semiconductors & related devices
EXHIBIT 4-E
Registration Rights Agreement • October 25th, 1995 • National Semiconductor Corp • Semiconductors & related devices • New York
FIRST AMENDMENT TO THE RIGHTS AGREEMENT BETWEEN NATIONAL SEMICONDUCTOR CORPORATION AND THE FIRST NATIONAL BANK OF BOSTON
The Rights Agreement • December 11th, 1995 • National Semiconductor Corp • Semiconductors & related devices
Agreement: This Executive Officer Incentive Plan Agreement.
Plan Agreement • August 11th, 2004 • National Semiconductor Corp • Semiconductors & related devices • California
AND
Indenture • October 25th, 1995 • National Semiconductor Corp • Semiconductors & related devices • New York
ARTICLE 1
National Semiconductor Corp • October 2nd, 2003 • Semiconductors & related devices • California
AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • July 27th, 2011 • National Semiconductor Corp • Semiconductors & related devices • Delaware

This Agreement by and between National Semiconductor Corporation, a Delaware corporation (the “Company”) and (the “Executive”), is dated as of the day of April, 2011 and amends and restates any and all prior agreements between Company and Executive relating to the subject matter hereof.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • January 4th, 2008 • National Semiconductor Corp • Semiconductors & related devices • California

This Change of Control Employment Agreement (“Agreement”) by and between National Semiconductor Corporation, a Delaware corporation (the “Company”) and ___________________ (the “Executive”), is amended in full as follows effective October 31, 2007.

National Semiconductor Corporation $250,000,000 3.950% Senior Notes due 2015
Underwriting Agreement • April 6th, 2010 • National Semiconductor Corp • Semiconductors & related devices • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • June 20th, 2003 • National Semiconductor Corp • Semiconductors & related devices

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.50 par value, of National Semiconductor Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 20th day of June, 2003.

AGREEMENT AND PLAN OF MERGER by and among NATIONAL SEMICONDUCTOR CORPORATION, TEXAS INSTRUMENTS INCORPORATED and ORION MERGER CORP. Dated as of April 4, 2011
Agreement and Plan of Merger • April 4th, 2011 • National Semiconductor Corp • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 4, 2011, by and among NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (“Parent”), and ORION MERGER CORP., a Delaware corporation and a Subsidiary of Parent owned directly by Parent and/or indirectly through one or more of its Subsidiaries (“Merger Sub”).

August , 2002
National Semiconductor Corp • October 22nd, 2002 • Semiconductors & related devices

This addendum to your Employment Agreement ("Addendum") supplements certain provisions of the Option and Agreement and Plan of Merger entered into by and among National Semiconductor Corporation ("National"), Nintai Acquisition Sub, Inc. DigitalQuake, Inc. ("DigitalQuake"), Paul A. Lessard and Michael G. Fung dated as of February 8, 2002, as amended as of the date hereof, and as same may be subsequently amended from time to time (the "Merger Agreement") solely as such provisions relate to National and each Principal Employee as an employee of National. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement.

NATIONAL SEMICONDUCTOR CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 27th, 2011 • National Semiconductor Corp • Semiconductors & related devices • Delaware

National Semiconductor Corporation, a Delaware corporation, (the “Company”), pursuant to its 2009 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each Restricted Stock Unit represents the right to receive one share of Common Stock (as defined in the Plan) upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

May 21, 2001
Letter Agreement • September 24th, 2001 • National Semiconductor Corp • Semiconductors & related devices

This letter agreement supplements certain provisions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by and among National Semiconductor Corporation ("NSC"), Nesshin Acquisition Sub, Inc., innoCOMM Wireless, Inc., and Bernard Xavier, Daniel Mecham and Ibrahim Yayla (each, a "Founder") dated February 2, 2001 solely as such provisions relate to NSC and each Founder as an employee of NSC. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement.

RECITALS
Option and Agreement and Plan of Merger • October 1st, 2002 • National Semiconductor Corp • Semiconductors & related devices • California
AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • July 23rd, 2008 • National Semiconductor Corp • Semiconductors & related devices • Delaware

This Agreement by and between National Semiconductor Corporation, a Delaware corporation (the “Company”) and _____________________ (the “Executive”), is dated as of the 15th day of April, 2008 and amends and restates any and all prior agreements between Company and Executive relating to the subject matter hereof.

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CREDIT AGREEMENT June 7, 2007 among NATIONAL SEMICONDUCTOR CORPORATION, VARIOUS LENDERS, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger and the Agent
Credit Agreement • June 12th, 2007 • National Semiconductor Corp • Semiconductors & related devices • New York

This CREDIT AGREEMENT, dated as of June 7, 2007, is entered into by and among NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as the Agent (together with its permitted successors in such capacity, the “Agent”).

NATIONAL SEMICONDUCTOR CORPORATION SERVICE BASED RESTRICTED STOCK AGREEMENT
Service Based Restricted Stock Agreement • March 30th, 2011 • National Semiconductor Corp • Semiconductors & related devices

Restricted Stock has been granted to you under the National Semiconductor Corporation 2009 Incentive Equity Plan (the “Plan”).

August , 2002
National Semiconductor Corp • October 22nd, 2002 • Semiconductors & related devices

This addendum to your Employment Agreement ("Addendum") supplements certain provisions of the Option and Agreement and Plan of Merger entered into by and among National Semiconductor Corporation ("National"), Nintai Acquisition Sub, Inc. DigitalQuake, Inc. ("DigitalQuake"), Paul A. Lessard and Michael G. Fung dated as of February 8, 2002, as amended as of the date hereof, and as same may be subsequently amended from time to time (the "Merger Agreement") solely as such provisions relate to National and each Principal Employee as an employee of National. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement.

NATIONAL SEMICONDUCTOR CORPORATION CREDIT AGREEMENT (MULTICURRENCY) Dated as of October 30, 2000 BANK OF AMERICA, N.A.
Credit Agreement • July 20th, 2010 • National Semiconductor Corp • Semiconductors & related devices • California

This CREDIT AGREEMENT (MULTICURRENCY) is entered into as of October 30, 2000, between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A. (the “Bank”).

AMENDMENT NO. 1 TO THE
Credit Agreement • April 8th, 2009 • National Semiconductor Corp • Semiconductors & related devices • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of February 25, 2009 (this “Amendment”) among National Semiconductor Corporation, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”) for the Lenders.

TWELFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 5th, 2011 • National Semiconductor Corp • Semiconductors & related devices • California

THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 25, 2010, is entered into by and between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A. (the “Bank”).

ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 20th, 2010 • National Semiconductor Corp • Semiconductors & related devices • California

THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 26, 2009, is entered into by and between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A. (the “Bank”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 5th, 2011 • National Semiconductor Corp • Semiconductors & related devices • California

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 25, 2010, is entered into by and between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A. (the “Bank”).

AGREEMENT AND PLAN OF MERGER by and among NATIONAL SEMICONDUCTOR CORPORATION, NESSHIN ACQUISITION SUB, INC., INNOCOMM WIRELESS, INC., AND BERNARD XAVIER, DANIEL MEACHAM AND IBRAHIM YAYLA Dated as of February 2, 2001
Agreement and Plan of Merger • September 24th, 2001 • National Semiconductor Corp • Semiconductors & related devices • California

This Agreement and Plan of Merger (this "Agreement") is entered into as of February 2, 2001 by and among (i) National Semiconductor Corporation, a Delaware corporation ("National"), (ii) Nesshin Acquisition Sub, Inc., a California corporation and a wholly-owned subsidiary of National ("Merger Sub"), (iii) innoCOMM Wireless, Inc., a California corporation ("innoCOMM"), and (iv) Bernard Xavier, Daniel Meacham and Ibrahim Yayla, each an individual and a shareholder of innoCOMM (together, "Founders").

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