0001104659-09-059394 Sample Contracts

NATIONAL SEMICONDUCTOR CORPORATION 2009 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 19th, 2009 • 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.

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NATIONAL SEMICONDUCTOR CORPORATION AGREEMENT TO TERMS OF ELECTION
National Semiconductor Corp • October 19th, 2009 • Semiconductors & related devices

If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Offer Election Form and submitting it via National’s offer website by 9:00 p.m. Pacific Time on November 16, 2009 (unless the Offer is extended).

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