NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE JULY 19, 2006)
The National Semiconductor Corporation Restricted Stock Plan is designed to
further the growth, development and financial success of the Company by
providing additional incentives to certain Employees by assisting them to become
owners of capital stock of the Company and thus to benefit directly from its
growth, development and financial success.
Whenever used in this Plan, the following terms shall have the meaning set
forth below unless the context clearly indicates to the contrary.
Award: Restricted Stock Unit or Restricted Stock awarded to a Participant
pursuant to the Plan.
Board: The Board of Directors of National Semiconductor Corporation.
Committee: The Compensation Committee of the Board.
Common Stock: National Semiconductor Corporation's common stock, par value $.50
Company: National Semiconductor Corporation ("NSC"), a Delaware corporation, and
any corporation in which NSC controls directly or indirectly more than fifty
percent (50%) of the combined voting power of voting securities.
Disability: Inability to perform any services for the Company and eligible to
receive disability benefits under the standards used by the Company's disability
benefit plans or any successor plan thereto.
Employee: An individual in the regular employ of the Company at any time.
Fair Market Value: As of given date, the Fair Market Value of a share of the
Common Stock shall be the opening stock price of the Common Stock on the New
York Stock Exchange on such date or if the Common Stock is not traded on such
day, then on the immediately preceding trading day on the New York Stock
Officer: An Employee of the Company who is appointed or elected by the Board to
serve as an officer of National Semiconductor Corporation.
Participant: An Employee who has been granted an Award pursuant to the Plan.
Plan: This National Semiconductor Corporation Restricted Stock Plan.
Restricted Stock: Common Stock issued pursuant to the terms of this Plan that is
subject to certain restrictions and may be subject to the risk of forfeiture.
Restricted Stock Unit: An Award issued pursuant to Section 6 of the Plan.
Retirement: Permanent termination of employment with the Company and (a) age is
either sixty-five (65) or age is at least fifty-five (55) and years of service
in the employ of the Company is then (10) or more, and (b) the terminating
employee has certified to the Secretary that he or she does not intend to engage
in a full-time vocation.
Secretary: The Secretary of National Semiconductor Corporation.
Termination of Employment: The time when the employee-employer relationship
between the Participant and the Participant's employer is terminated for any
reason, with or without cause, including, but not by way of limitation, a
termination upon the sale , merger or other disposition of Participant's
employer; by reduction in force; resignation; discharge; death; Disability; or
Retirement, but excluding (i) terminations where there is a simultaneous
reemployment by the Company, or (ii) terminations where the Participant
continues a relationship (e.g., as a director or as a consultant) with the
Vesting Date: Date that the restrictions and/or risk of forfeiture of an Award
3. Shares Subject to the Plan
A. The shares of stock which may be issued pursuant to Awards shall be
shares of Common Stock. The aggregate number of such shares which may
be issued pursuant to Awards shall not exceed 4,000,000.
B. Any shares issued pursuant to an Award that are reacquired by National
Semiconductor Corporation pursuant to the restrictions thereon may
again be utilized under this Plan, subject to the limitations of
C. In the event that the outstanding shares of Common Stock are hereafter
changed into or exchanged for a different number or kind of shares or
other securities of National Semiconductor Corporation, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, or the number of shares is
increased or decreased by reason of a stock split-up, stock dividend,
combination of shares or any other increase or decrease in the number
of such shares of Common Stock effected without receipt of
consideration by National Semiconductor Corporation (provided,
however, that conversion of any convertible securities or notes of
National Semiconductor Corporation shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall make
appropriate adjustments in the number and kind of shares which may be
issued pursuant to Awards, including adjustments of the limitations in
Section 3.A on the maximum number and kind of shares which may be
issued pursuant to Awards.
4. Granting of Awards
A. Any Employee of the Company who is not an Officer shall be
eligible to be granted an Award. Officers are not eligible to be
granted Awards under this Plan.
B. The Committee shall from time to time, in its absolute
(i) Select from among Employees (including Employees to whom
Awards have previously been granted) those to be granted
(ii) Determine the number of shares of Common Stock to be issued
pursuant to any Award to such selected Employees; and
(iii) Determine the purchase price, if any, and other terms and
conditions applicable to the shares subject to an Award,
consistent with the Plan.
C. Shares of Common Stock issued pursuant to an Award may be either
previously authorized but unissued shares or issued shares which
have been reacquired by National Semiconductor Corporation. The
Committee shall establish the purchase price (if any) and form of
payment for shares of Common Stock subject to an Award. In all
cases legal consideration shall be required for each issuance of
shares of Common Stock pursuant to an Award.
D. Upon the selection of an Employee to be issued Restricted Stock,
the Committee shall instruct the Secretary to issue such
Restricted Stock and may impose such conditions on issuance as it
5. Terms of Restricted Stock
A. Restricted Stock shall be issued only pursuant to a Restricted
Stock Agreement entered into between the Participant and the
Company, which may be in written or electronic form and which
shall contain such terms and conditions as the Committee shall
determine, consistent with the Plan.
B. The consideration for the issuance of Restricted Stock shall be
set by the Committee; provided, however, that such price shall
not be less than the par value of a share of Common Stock on the
date of grant, unless otherwise permitted by applicable state
C. Upon delivery of the shares of Restricted Stock to the escrow
holder pursuant to Section 5.F, the Participant awarded
Restricted Stock shall have all the rights of a stockholder with
respect to said shares, subject to the restrictions in his or her
Restricted Stock Agreement, including the right to vote the
shares and to receive all dividends or other distributions paid
or made with respect to the shares.
D. Unless otherwise approved by the Committee, no shares of
Restricted Stock issued under this Plan may be sold, assigned or
otherwise transferred until at least one year has elapsed from
the date the Restricted Stock was issued. All shares of
Restricted Stock issued under this Plan (including any shares
received by holders thereof as a result of stock dividends, stock
splits or any other forms of recapitalization) shall be subject
to such other restrictions as the Committee shall provide in the
terms of each individual Restricted Stock Agreement; provided,
however, that by a resolution adopted after the Restricted Stock
is issued, the Committee may, on such terms and conditions as it
determines to be appropriate, remove any or all of the
restrictions imposed by the terms of the Restricted Stock
Agreement. All restrictions imposed pursuant to this Section 5.D
shall expire within ten years of the date of issuance. Restricted
Stock may not be sold or encumbered until all restrictions are
terminated or expire.
E. Each individual Restricted Stock Agreement shall provide that
Restricted Stock subject to restrictions under the Restricted
Stock Agreement shall be reacquired by National Semiconductor
Corporation immediately upon a Termination of Employment for any
reason; provided, however, that the Committee may provide that no
such reacquisition shall occur in the event of a Termination of
Employment because of the Restricted Stockholder's Retirement or
Disability or death, in which event the restrictions imposed
under the Restricted Stock Agreement shall immediately expire.
The Committee shall have the discretion to determine the effect
of all matters and questions relating to Termination of
Employment, including but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge
for cause, the question of whether a Termination of Employment
has occurred upon the sale, merger or other disposition of the
Participant's employing company, and all questions of whether
particular leaves of absence constitute Termination of
F. The Secretary or such other escrow holder as the Committee may
appoint shall retain physical custody of the certificates
representing Restricted Stock until all of the restrictions
imposed under the Restricted Stock Agreement expire or are
removed. In no event shall any Participant awarded Restricted
Stock retain physical custody of any certificates representing
Restricted Stock issued to him or her.
G. The Committee shall cause a legend or legends to be placed on
certificates representing all shares of Restricted Stock that are
still subject to restrictions under Restricted Stock Agreements,
which legend or legends shall make appropriate reference to the
conditions imposed thereby.
6. Restricted Stock Units
A. The Committee is authorized to make Awards of Restricted Stock
Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by
the Committee. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Stock Units shall
become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate. Unless otherwise
approved by the Committee, the minimum vesting period for
Restricted Stock Units shall be one year. On the Vesting Date,
National Semiconductor Corporation shall transfer to the
Participant one unrestricted, fully transferable share of Common
Stock for each Restricted Stock Unit scheduled to be paid out on
such date and not previously forfeited.
B. The term of any Restricted Stock Units shall be set by the
Committee in its discretion but shall not be longer than ten
C. The Committee may establish the purchase price, if any, of any
Restricted Stock Units; provided, however, that such price shall
not be less than the par value of a share of Common Stock on the
date of grant, unless otherwise permitted by applicable state
D. An Award of Restricted Stock Units shall only be payable while
the Participant is an Employee; provided, however, that the
Committee in its sole and absolute discretion may provide that an
Award of Restricted Stock Units may be paid subsequent to a
Termination of Employment as a result of the Participant's
Retirement, death or Disability. The Committee shall have the
discretion to determine the effect of all matters and questions
relating to Termination of Employment, including but not by way
of limitation, the question of whether a Termination of
Employment resulted from a discharge for cause, the question of
whether a Termination of Employment has occurred upon the sale,
merger or disposition of the Participant's employing company, and
all questions of whether particular leaves of absence constitute
Termination of Employment.
E. Any Award granted pursuant to this Section 6 shall be subject to
such additional terms and conditions as determined by the
Committee and shall be evidenced by a written Award Agreement.
7. Provisions Applicable to Awards
A. Upon the merger or consolidation of National Semiconductor
Corporation with or into another corporation, the acquisition by
another corporation or person (excluding any employee benefit
plan of National Semiconductor Corporation or any trustee or
other fiduciary holding securities under an employee benefit plan
of National Semiconductor Corporation) of all or substantially
all of National Semiconductor Corporation's assets or 51% or more
of National Semiconductor Corporation's then outstanding voting
stock, or the liquidation or dissolution of National
Semiconductor Corporation, the restrictions imposed under the
Restricted Stock Agreements and Award Agreements shall
B. Nothing in this Plan or in any Restricted Stock Agreement or
Award Agreement shall confer upon any Participant any right to
continue in the employ of Participant's employer, or interfere
with or restrict in any way the rights of Participant's employer
to terminate or discharge any Participant at any time for any
reason whatsoever. The Participant's employer shall retain the
absolute and unrestricted right to terminate a Participant's
employment at any time for any reason.
C. National Semiconductor Corporation's obligation to issue or
deliver to the Participant any certificate or certificates for
unrestricted shares of stock or to pay to the Participant any
dividends or make any distributions with respect to any Award is
expressly conditioned upon receipt from the Participant, on or
prior to the date the same is required to be withheld, of:
(i) Full payment (in cash or by check) of any amount that must
be withheld by the Participant's employer for federal,
state, local and/or other tax purposes; or
(ii) Subject to the Committee's consent and Section 7.C.(iii),
full payment by delivery to National Semiconductor
Corporation of unrestricted shares of Common Stock
previously owned by the Participant duly endorsed for
transfer to National Semiconductor Corporation by the
Participant with an aggregate Fair Market Value (determined,
as applicable, as of the date of the lapse of the
restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be withheld by
the Participant's employer for federal, state, local and/or
other tax purposes; or
(iii)With respect to the withholding obligation for shares of
Restricted Stock that become unrestricted shares of stock as
of a Vesting Date or shares of unrestricted Common Stock
issued pursuant to an Award, subject to the Committee's
consent and to the timing requirements set forth in this
Section 7.C.(iii), full payment by retention by the Company
of a portion of such shares of unrestricted Common Stock
with an aggregate Fair Market Value (determined as of the
Vesting Date) equal to the amount that must be withheld by
the Participant's employer for federal, state and/or local
tax purposes; or
(iv) Subject to the Committee's consent, any combination of
payments provided for in the foregoing subsections (i),
(ii), or (iii).
A. The Committee shall have the duty to conduct the general
administration of the Plan in accordance with its provisions. The
Committee shall have the power to interpret the Plan and all
other documents relating to Awards and to adopt such rules for
the administration, interpretation and application of the Plan as
are consistent therewith and to interpret, amend or revoke any
such rules. The Committee may delegate any of its rights and
duties under this Plan to the Chief Executive Officer of National
B. All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
all Participants, the Company and all other interested persons.
No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with
respect to the Plan or Award.
9. Other Provisions
A. No Award, or interest or right therein or part thereof, shall be
liable for the debts, contracts or engagements of the Participant
or successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 9.A shall prevent transfers
by will or by the applicable laws at descent and distribution.
B. The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to
time by the Board. Neither the amendment, suspension nor
termination of the Plan shall, without the consent of the
Participant, alter or impair any rights or obligations under any
Award theretofore issued. No Award may be issued during any
period of suspension or after termination of the Plan.
C. This Plan shall not affect any other compensation or incentive
plans in effect for the Company. Nothing in this Plan shall be
construed to limit the right of the Company to establish any
other forms of incentives or compensation for Employees of the
Company, to issue restricted or unrestricted stock other than
under this Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the issuance of
restricted or unrestricted stock in connection with the
acquisition in any form of the business, stock or assets of any
corporation, firm or association.