AGREEMENT AND PLAN OF MERGER by and among ON SEMICONDUCTOR CORPORATION, FALCON OPERATIONS SUB, INC. and FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. dated as of November 18, 2015Agreement and Plan of Merger • November 18th, 2015 • Fairchild Semiconductor International Inc • Semiconductors & related devices • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 18, 2015, is by and among ON Semiconductor Corporation, a Delaware corporation (“Parent”), Falcon Operations Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and Fairchild Semiconductor International, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Acquisition Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENT FIRST AMENDMENTEmployment Agreement • November 18th, 2015 • Fairchild Semiconductor International Inc • Semiconductors & related devices • California
The Employment Agreement (the “Agreement”), dated as of December 9, 2009, by and among Mark S. Thompson (the “Executive”), Fairchild Semiconductor International, Inc. (“FSII”) and Fairchild Semiconductor Corporation (the “Company”), is hereby amended by this amendment (this “Amendment”) effective as of November 15, 2015 (the “Effective Date”).
