2000 Executive Stock Option Plan As Of 3/17/2000

Exhibit 10.04


FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.


2000 EXECUTIVE STOCK OPTION PLAN


EFFECTIVE AS OF MARCH 17, 2000


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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.


2000 EXECUTIVE STOCK OPTION PLAN


EFFECTIVE AS OF MARCH 17, 2000


SECTION 1. INTRODUCTION.


The Company's Board of Directors adopted the Fairchild Semiconductor
International, Inc. 2000 Stock Option Plan on March 17, 2000. The purpose
of the Plan is to provide significant long term incentives for the
management team if they achieve extraordinary stockholder returns. The Plan
seeks to achieve this purpose by awarding mega-grant stock options to
certain executives that are exercisable after a specified number of years
or earlier if certain performance goals are attained. The Plan shall be
governed by, and construed in accordance with, the laws of the State of
Maine (except its choice-of-law provisions). Capitalized terms shall have
the meaning provided in Section 2 unless otherwise provided in this Plan or
Stock Option Agreement.


SECTION 2. DEFINITIONS.


(a) "AFFILIATE" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity. For
purposes of determining an individual's "Service," this definition shall
include any entity other than a Subsidiary, if the Company, a Parent and/or
one or more Subsidiaries own not less than 50% of such entity.


(b) "AWARD" means any award of an Option under the Plan.


(c) "BOARD" means the Board of Directors of the Company, as constituted
from time to time.


(d) "CHANGE IN CONTROL" except as may otherwise be provided in a Stock
Option Agreement, means the occurrence of any of the following:


(i) The consummation of a merger or consolidation of the Corporation
with or into another entity or any other corporate
reorganization, if more than 50% of the combined voting power of
the continuing or surviving entity's securities outstanding
immediately after such merger, consolidation or other
reorganization is owned by persons who did not own more than 25%
of the combined voting power immediately prior to such merger,
consolidation or other reorganization;


(ii) The sale, transfer or other disposition of all or substantially
all of the Company's assets;


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(iii) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority or the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board;


(iv) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company; or


(v) Any transaction as a result of which any person becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing at least 20% of the total voting power represented
by the Company's then outstanding voting securities. For purposes
of this Paragraph (v), the term "person" shall have the same
meaning as when used in sections 13(d) and 14(d) of the Exchange
Act but shall exclude:


(A) A trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a subsidiary of the
Company; and


(B) A corporation owned directly or indirectly by the
stockholders of the Company in substantially the same
proportions as their ownership of the common stock of the
Company.


A transaction shall not constitute a Change in Control if its sole
purpose is to change the state of the Company's incorporation or to create
a holding company that will be owned in substantially the same proportions
by the persons who held the Company's securities immediately before such
transactions.


(e) "CODE" means the Internal Revenue Code of 1986, as amended.


(f) "COMMITTEE" means a committee consisting of one or more members of the Board that is appointed by the Board (as described in Section 3) to administer the Plan.


(g) "COMMON STOCK" means the Company's common stock, $0.01 par value per Share.


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(h) "COMPANY" means Fairchild Semiconductor International, Inc., a Delaware corporation.


(i) "DISABILITY" means that the Key Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, or which entitles the Key Employee to receive long-term disability benefits under the Company's Disability Plan.


(j) "EMPLOYEE" means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.


(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.


(l) "EXERCISE PRICE" means the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.


(m) "FAIR MARKET VALUE" means the market price of Shares, determined by the Committee as follows:


(i) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the average of the high and low trading price reported by the applicable composite transactions report for such date;


(ii) If the Shares were traded over-the-counter on the date in question and were classified as a national market issue, then the Fair Market Value shall be equal to the average of the high and low trading price quoted by the NASDAQ system for such date;


(iii) If the Shares were traded over-the-counter on the date in question but were not classified as a national market issue, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted by the NASDAQ system for such date; and


(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.


Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the WALL STREET JOURNAL. Such determination shall be conclusive and binding on all persons.


(n) "GRANT" means any grant of an Award under the Plan.


(o) "KEY EMPLOYEE" means an Employee who has been selected by the Committee to receive an Award under the Plan.


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(p) "NONSTATUTORY STOCK OPTION" or "NSO" means a stock option that is not
an incentive stock option as defined in Code Section 422.


(q) "OPTION" means a NSO granted under the Plan entitling the Optionee to
purchase Shares.


(r) "OPTIONEE" means an individual, estate or other entity that holds an
Option.


(s) "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a
Parent commencing as of such date.


(t) "PARTICIPANT" means an individual or estate or other entity that holds
an Award.


(u) "PLAN" means this Fairchild Semiconductor International, Inc. 2000
Executive Stock Option Plan as it may be amended from time to time.


(v) "SECURITIES ACT" means the Securities Act of 1933, as amended.


(w) "SERVICE" means service as an Employee, Director, Non-Employee Director
or Consultant.


(x) "SHARE" means one share of Common Stock.


(y) "STOCK OPTION AGREEMENT" means the agreement described in Section 6
evidencing each Grant of an Option.


(z) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing
as of such date.


SECTION 3. ADMINISTRATION.


(a) COMMITTEE COMPOSITION. A Committee appointed by the Board shall
administer the Plan. The Board shall designate one of the members of the
Committee as chairperson. If no Committee has been approved, the entire
Board shall constitute the Committee. Members of the Committee shall serve
for such period of time as the Board may determine and shall be subject to
removal by the Board at any time. The Board may also at any time terminate
the functions of the Committee and reassume all powers and authority
previously delegated to the Committee.


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With respect to Awards granted to individuals subject to Section 16 of the
Exchange Act, the Committee shall consist of those individuals who shall
satisfy the requirements of Rule 16b-3 (or its successor) under the
Exchange Act and Code Section 162(m).


The Board may also appoint one or more separate committees of the Board,
each composed of one or more directors of the Company who need not qualify
under Rule 16b-3, who may administer the Plan with respect to Key Employees
who are not subject to Section 16 of the Exchange Act, may grant Awards
under the Plan to such Key Emp ...