0001193125-10-176839 Sample Contracts

Fairchild Semiconductor 2007 Stock Plan Deferred Stock Unit Agreement
Stock Unit Agreement • August 4th, 2010 • Fairchild Semiconductor International Inc • 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 2007 Stock Plan (the “Plan”) with respect to the number of Deferred Stock Units (“Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement consists of this document, any related Settlement Election Form, and the Plan.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 4th, 2010 • Fairchild Semiconductor International Inc • Semiconductors & related devices • New York

SECOND TO CREDIT AGREEMENT (this “Second Amendment”), dated as of May 24, 2010, by and among FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC., a Delaware corporation (“Holdings”), FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Administrative Agent (in such capacity, the “Administrative Agent”).

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