0000950135-05-006238 Sample Contracts

Fairchild Semiconductor Stock Plan Performance Unit Award Agreement
Fairchild Semiconductor International Inc • November 4th, 2005 • Semiconductors & related devices • Delaware

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 Stock Plan (the “Plan”) with respect to the award of the number of performance units (“Performance Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan.

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Fairchild Semiconductor Stock Plan Deferred Stock Unit Agreement
Fairchild Semiconductor International Inc • November 4th, 2005 • Semiconductors & related devices • Delaware

THIS AGREEMENT, effective as of the Date of Grant 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 Stock Plan (the “Plan”) with respect to the number of Deferred Stock Units (“Units”) specified above. This Agreement is made pursuant to your Employment Agreement with the Company and Fairchild Semiconductor Corporation dated April 6, 2005, as amended from time to time (your “Employment Agreement”). This Agreement consists of this document, any related Settlement Election Form, your Employment Agreement and the Plan. Any inconsistency among this Agreement, your Employment Agreement and the Plan shall be resolved in favor of your Employment Agreement, the Plan and this Agreement, in that order of priority. Capitalized terms used and not defined in this Agreement shall have the meanings given to them

Fairchild Semiconductor Stock Plan Non-Qualified Stock Option Agreement
Stock Plan Non-Qualified Stock Option Agreement • November 4th, 2005 • Fairchild Semiconductor International Inc • Semiconductors & related devices • Delaware

This is a Non-Qualified Stock Option Agreement (the “Agreement”) under the Fairchild Semiconductor Stock Plan, as amended from time to time (the “Plan”), dated July 15, 2005 (the “Grant Date”) between Fairchild Semiconductor International, Inc. (the “Company”) and Mark S. Thompson, a regular salaried employee of the Company or one of its subsidiaries (“you” or the “Optionee”).

Fairchild Semiconductor Stock Plan Performance Unit Award Agreement
Fairchild Semiconductor International Inc • November 4th, 2005 • Semiconductors & related devices • Delaware

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 Stock Plan (the “Plan”) with respect to the award of the number of performance units (“Performance Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan.

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