0001299933-05-000574 Sample Contracts

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2005 • Fairchild Semiconductor International Inc • Semiconductors & related devices

This is Amendment No. 2, dated as of February 8, 2005, to the Employment Agreement entered into as of March 11, 2000 and amended as of March 7, 2003 (the “Employment Agreement”), by and between Kirk P. Pond (the “Executive”) and Fairchild Semiconductor Corporation, a Delaware corporation (the “Corporation”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2005 • Fairchild Semiconductor International Inc • Semiconductors & related devices

This Amendment to Employment Agreement, dated as of February 8, 2005 (this “Amendment”), amends the Employment Agreement, entered into as of March 11, 2000, amended as of November 20, 2002 and further amended as of March 9, 2004 (as so amended, the “Agreement”), by and between Daniel E. Boxer (the “Executive”) and Fairchild Semiconductor Corporation, a Delaware corporation (the “Corporation”). Terms not otherwise defined herein have the meanings set forth in the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2005 • Fairchild Semiconductor International Inc • Semiconductors & related devices

This Amendment to Employment Agreement, dated as of February 8, 2005 (this “Amendment”), amends the Employment Agreement, entered into as of March 11, 2000, amended as of November 20, 2002 and further amended as of March 9, 2004 (as so amended, the “Agreement”), by and between Joseph R. Martin (the “Executive”) and Fairchild Semiconductor Corporation, a Delaware corporation (the “Corporation”). Terms not otherwise defined herein have the meanings set forth in the Agreement.

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