Fairchild Semiconductor Non-Qualified Stock Option Agreements with Kirk Pond and Joseph Martin dated May 4, 2004

Summary

Fairchild Semiconductor International, Inc. entered into Non-Qualified Stock Option Agreements with employees Kirk Pond and Joseph Martin on May 4, 2004. Under these agreements, each employee is granted the right to purchase a specified number of shares of the company’s Class A Common Stock at a set price, subject to a vesting schedule over four years. The options are non-transferable and may be exercised only while the employee remains employed, with certain exceptions for retirement, death, disability, or qualifying termination. The agreements are governed by Maine law.

EX-10.26 8 b53040fsexv10w26.txt EX-10.26 NON-QUALIFIED STOCK OPTION AGREEMENTS DATED 5-4-2004 EXHIBIT 10.26 (FAIRCHILD SEMICONDUCTOR(R) LOGO) FAIRCHILD SEMICONDUCTOR STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT This is a Non-Qualified Stock Option Agreement dated MAY 4, 2004 (the Grant Date) between Fairchild Semiconductor International, Inc. (the Company) and KIRK POND, a salaried employee of the Company or one of its subsidiaries (you or the Optionee). OPTION GRANT; The Company grants you the option to purchase up to 288,123 EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise price of $19.65 per share. This option grant is subject to the terms of the Fairchild Semiconductor Stock Plan, as well as to the terms of this agreement, and your Employment Agreement dated March 7, 2003 (your "Employment Agreement"). This grant under the Fairchild Semiconductor Stock Plan has been authorized by the board of directors. OPTION TERM; The term of your option is 8 years plus one day from the Grant VESTING Date. Your option terminates at the end of the term and cannot be exercised after the term. You can exercise your option only to the extent it has vested. Your option will vest in increments, as follows: Percentage Vested (including portion that vested Vesting Date the preceding year) ------------ ------------------------------ 1st Anniversary of Grant Date.. 25% 2nd Anniversary of Grant Date.. 50% 3rd Anniversary of Grant Date.. 75% 4th Anniversary of Grant Date.. 100% provided that your option will vest in its entirety upon your retirement from the Company in accordance with the terms of your employment agreement with the Company, or otherwise in accordance with other agreements governing your employment. TERMINATION OF You must remain an employee of the Company or a subsidiary to EMPLOYMENT be able to exercise your option, except as follows, or as otherwise provided in any agreement governing your employment with the Company: Death, Disability, Certain Cases of Retirement, Qualifying Termination. In the event your employment terminates as a result of your (i) death, (ii) Disability, (iii) retirement upon or following the expiration of the initial term of your Employment Agreement or (iv) Qualifying Termination, your option may thereafter be exercised in whole or in part at any time before the expiration of the option term. All other cases. If your employment terminates for any reason other than those provided in the preceding paragraph, your option may be exercised to the extent provided by the Fairchild Semiconductor Stock Plan. NON- Your option is not transferable except by will or the laws of TRANSFERABILITY decent and distribution. During your lifetime only you can exercise your option. This option shall not be subject to attachment or similar process. Any attempted sale, pledge, assignment, transfer or other disposition of your option contrary to the provisions of this agreement, or the levy of any attachment or similar process upon your option, shall be null and void without effect. MISCELLANEOUS Nothing in this agreement gives you the right to remain employed by the Company or any subsidiary. This agreement shall be governed by the laws of the State of Maine, without regard to conflicts of laws principles. The section and paragraph headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement. SIGNATURES Your signature and the signature of an authorized officer of the Company below indicate your and the Company's agreement to the terms of this Non-Qualified Stock Option Agreement as of the Grant Date. OPTIONEE: FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. /s/ Kirk Pond 6/24 /s/ Kirk Pond ------------------------------ ------------------------------ KIRK POND D1044 Kirk P. Pond Chairman, President and CEO

(FAIRCHILD SEMICONDUCTOR(R) LOGO) FAIRCHILD SEMICONDUCTOR STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT This is a Non-Qualified Stock Option Agreement dated MAY 4, 2004 (the Grant Date) between Fairchild Semiconductor International, Inc. (the Company) and JOSEPH MARTIN, a salaried employee of the Company or one of its subsidiaries (you or the Optionee). OPTION GRANT; The Company grants you the option to purchase up to 144,062 EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise price of $19.65 per share. This option grant is subject to the terms of the Fairchild Semiconductor Stock Plan, as well as to the terms of this agreement, and your Employment Agreement dated March 7, 2003, as amended on March 9, 2004 (your "Employment Agreement"). This grant under the Fairchild Semiconductor Stock Plan has been authorized by the board of directors. OPTION TERM; The term of your option is 8 years plus one day from the Grant VESTING Date. Your option terminates at the end of the term and cannot be exercised after the term. You can exercise your option only to the extent it has vested. Your option will vest in increments, as follows: Percentage Vested (including portion that vested Vesting Date the preceding year) ------------ ------------------------------ 1st Anniversary of Grant Date.. 25% 2nd Anniversary of Grant Date.. 50% 3rd Anniversary of Grant Date.. 75% 4th Anniversary of Grant Date.. 100% provided that your option will vest in its entirety upon your retirement from the Company in accordance with the terms of your employment agreement with the Company, or otherwise in accordance with other agreements governing your employment. TERMINATION OF You must remain an employee of the Company or a subsidiary to EMPLOYMENT be able to exercise your option, except as follows, or as otherwise provided in any agreement governing your employment with the Company: Death, Disability, Certain Cases of Retirement, Qualifying Termination. In the event your employment terminates as a result of your (i) death, (ii) Disability, (iii) retirement upon or following the expiration of the initial term of your Employment Agreement or (iv) Qualifying Termination, your option may thereafter be exercised in whole or in part at any time before the expiration of the option term. All other cases. If your employment terminates for any reason other than those provided in the preceding paragraph, your option may be exercised to the extent provided by the Fairchild Semiconductor Stock Plan. NON- Your option is not transferable except by will or the laws of TRANSFERABILITY decent and distribution. During your lifetime only you can exercise your option. This option shall not be subject to attachment or similar process. Any attempted sale, pledge, assignment, transfer or other disposition of your option contrary to the provisions of this agreement, or the levy of any attachment or similar process upon your option, shall be null and void without effect. MISCELLANEOUS Nothing in this agreement gives you the right to remain employed by the Company or any subsidiary. This agreement shall be governed by the laws of the State of Maine, without regard to conflicts of laws principles. The section and paragraph headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement. SIGNATURES Your signature and the signature of an authorized officer of the Company below indicate your and the Company's agreement to the terms of this Non-Qualified Stock Option Agreement as of the Grant Date. OPTIONEE: FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. /s/ Joseph Martin 7/1/04 /s/ Kirk Pond ------------------------------ ------------------------------ JOSEPH MARTIN D2658 Kirk P. Pond Chairman, President and CEO

(FAIRCHILD SEMICONDUCTOR(R) LOGO) FAIRCHILD SEMICONDUCTOR STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT This is a Non-Qualified Stock Option Agreement dated MAY 4, 2004 (the Grant Date) between Fairchild Semiconductor International, Inc. (the Company) and DANIEL BOXER, a salaried employee of the Company or one of its subsidiaries (you or the Optionee). OPTION GRANT; The Company grants you the option to purchase up to 96,041 EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise price of $19.65 per share. This option grant is subject to the terms of the Fairchild Semiconductor Stock Plan, as well as to the terms of this agreement, and your Employment Agreement dated March 7, 2003, as amended on March 9, 2004 (your "Employment Agreement"). This grant under the Fairchild Semiconductor Stock Plan has been authorized by the board of directors. OPTION TERM; The term of your option is 8 years plus one day from the Grant VESTING Date. Your option terminates at the end of the term and cannot be exercised after the term. You can exercise your option only to the extent it has vested. Your option will vest in increments, as follows: Percentage Vested (including portion that vested Vesting Date the preceding year) ------------ ------------------------------ 1st Anniversary of Grant Date.. 25% 2nd Anniversary of Grant Date.. 50% 3rd Anniversary of Grant Date.. 75% 4th Anniversary of Grant Date.. 100% provided that your option will vest in its entirety upon your retirement from the Company in accordance with the terms of your employment agreement with the Company, or otherwise in accordance with other agreements governing your employment. TERMINATION OF You must remain an employee of the Company or a subsidiary to EMPLOYMENT be able to exercise your option, except as follows, or as otherwise provided in any agreement governing your employment with the Company: Death, Disability, Certain Cases of Retirement, Qualifying Termination. In the event your employment terminates as a result of your (i) death, (ii) Disability, (iii) retirement upon or following the expiration of the initial term of your Employment Agreement or (iv) Qualifying Termination, your option may thereafter be exercised in whole or in part at any time before the expiration of the option term. All other cases. If your employment terminates for any reason other than those provided in the preceding paragraph, your option may be exercised to the extent provided by the Fairchild Semiconductor Stock Plan. NON- Your option is not transferable except by will or the laws of TRANSFERABILITY decent and distribution. During your lifetime only you can exercise your option. This option shall not be subject to attachment or similar process. Any attempted sale, pledge, assignment, transfer or other disposition of your option contrary to the provisions of this agreement, or the levy of any attachment or similar process upon your option, shall be null and void without effect. MISCELLANEOUS Nothing in this agreement gives you the right to remain employed by the Company or any subsidiary. This agreement shall be governed by the laws of the State of Maine, without regard to conflicts of laws principles. The section and paragraph headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement. SIGNATURES Your signature and the signature of an authorized officer of the Company below indicate your and the Company's agreement to the terms of this Non-Qualified Stock Option Agreement as of the Grant Date. OPTIONEE: FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. /s/ Daniel Boxer /s/ Kirk Pond ------------------------------ ------------------------------ DANIEL BOXER D3878 Kirk P. Pond Chairman, President and CEO