Restricted Stock Plan

EXHIBIT 10.2


NATIONAL SEMICONDUCTOR CORPORATION


RESTRICTED STOCK PLAN


1. OBJECTIVE


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.


2. DEFINITIONS


Whenever used in this Plan, the following terms shall have the meaning set forth below unless the context clearly indicates to the contrary.


Board: The Board of Directors of the Company.


Committee: The Stock Option and Compensation Committee of the Board.


Common Stock: The Company's common stock, par value $.50 per share.


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 Company's stock shall be the opening stock price of the Company's stock on the New York Stock Exchange on such date or if the Company stock is not traded on such day, then on the immediately preceding trading day on the New York Stock Exchange.


Officer: An Employee of the Company who is appointed or elected by the Board to serve as an officer of the Company.


Plan: This National Semiconductor Corporation Restricted Stock


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Plan.


Restricted Stock: Common Stock of the Company issued pursuant to the terms of this 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 the Company.


Termination of Employment: The time when the employee-employer relationship between the Restricted Stockholder and the Company is terminated for any reason, with or without cause, including, but not by way of limitation, a termination 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 Restricted Stockholder continues a relationship (e.g., as a director or as a consultant) with the Company.


Vesting Date: Date that shares of Restricted Stock become unrestricted shares of stock.


3. SHARES SUBJECT TO THE PLAN


A. The shares of stock which may be issued as Restricted
Stock shall be shares of the Company's Common Stock. The
aggregate number of such shares which may be issued as
Restricted Stock shall not exceed 2,000,000.


B. Any shares of Restricted Stock reacquired by the Company
pursuant to the restrictions thereon may again be
utilized under this Plan, subject to the limitations of
Section 3A.


C. In the event that the outstanding shares of Common Stock
of the Company are hereafter changed into or exchanged
for a different number or kind of shares or other
securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapi-
talization, 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
the Company (provided, however, that conversion of any
convertible securities or notes of the Company 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 of
Restricted Stock which may be issued, including adjust-


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ments of the limitations in Section 3.A on the maximum
number and kind of shares which may be issued as
Restricted Stock.


4. ISSUANCE OF RESTRICTED STOCK


A. Any Employee of the Company who is not an Officer shall
be eligible to be issued shares of Restricted Stock.
Officers are not eligible to be issued shares of
Restricted Stock under this Plan.


B. The Committee shall from time to time, in its absolute
discretion:


(i) Select from among Employees (including
Employees to whom shares of Restricted Stock
have previously been issued) those to be
issued shares of Restricted Stock;


(ii) Determine the number of shares of Restricted
Stock to be issued to such selected Employees;
and


(iii) Determine the purchase price, if any, and
other terms and conditions applicable to the
shares of Restricted Stock, consistent with
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