-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AVnQpdBp6FJaaQ+HKzgFbRuf7NsFPk9F3iQu5TzSC8eTXLeVQwJ/ts2baI7fK6oC HUrpT8r+TxJF5BUL9M+LTA== 0000950148-03-001781.txt : 20030722 0000950148-03-001781.hdr.sgml : 20030722 20030722153910 ACCESSION NUMBER: 0000950148-03-001781 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030722 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: JAMES J. ZEHENTBAUER GROUP MEMBERS: JOEL L. REED GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS III, L.P. GROUP MEMBERS: RELATIONAL INVESTORS, L.L.C. GROUP MEMBERS: RELATIONAL INVESTORS, L.P. GROUP MEMBERS: RELATIONAL PARTNERS, L.P. GROUP MEMBERS: RH FUND 1, L.P. GROUP MEMBERS: RH FUND 2, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE, SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6195979400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08145 FILM NUMBER: 03796473 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 SC 13D/A 1 v91592sc13dza.htm SCHEDULE 13D/A National Semiconductor SC 13D/Amendment 4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

National Semiconductor Corporation

(Name of Issuer)

Common Stock, $0.50 par value

(Title of Class of Securities)

637640103

(Cusip Number)

Ralph V. Whitworth
Relational Investors, LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 21, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

ITEM 4. PURPOSE OF THE TRANSACTION.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 1

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CUSIP No. 637640103 Page 2 of 17
  1. Name of Reporting Person:
Relational Investors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
13,025,000
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
13,025,000
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.09%
  14.Type of Reporting Person (See Instructions):
OO

2

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CUSIP No. 637640103 Page 3 of 17
  1. Name of Reporting Person:
Relational Investors, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
5,794,935
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
5,794,935
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,794,935
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
3.15%
  14.Type of Reporting Person (See Instructions):
PN

3

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CUSIP No. 637640103 Page 4 of 17
  1. Name of Reporting Person:
Relational Fund Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
115,170
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
115,170
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
115,170
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.06%
  14.Type of Reporting Person (See Instructions):
PN

4

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CUSIP No. 637640103 Page 5 of 17
  1. Name of Reporting Person:
Relational Coast Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
190,102
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
190,102
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
190,102
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.10%
  14.Type of Reporting Person (See Instructions):
PN

5

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CUSIP No. 637640103 Page 6 of 17
  1. Name of Reporting Person:
Relational Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
209,660
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
209,660
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
209,660
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.11%
  14.Type of Reporting Person (See Instructions):
PN

6

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CUSIP No. 637640103 Page 7 of 17
  1. Name of Reporting Person:
RH Fund 1, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,706,412
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
1,706,412
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,706,412
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.93%
  14.Type of Reporting Person (See Instructions):
PN

7

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CUSIP No. 637640103 Page 8 of 17
  1. Name of Reporting Person:
RH Fund 2, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,447,604
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
3,447,604
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,447,604
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.88%
  14.Type of Reporting Person (See Instructions):
PN

8

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CUSIP No. 637640103 Page 9 of 17
  1. Name of Reporting Person:
Relational Investors III, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
208,032
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
208,032
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
208,032
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.11%
  14.Type of Reporting Person (See Instructions):
PN

9

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CUSIP No. 637640103 Page 10 of 17
  1. Name of Reporting Person:
Ralph V. Whitworth		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.09%
  14.Type of Reporting Person (See Instructions):
IN

10

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CUSIP No. 637640103 Page 11 of 17
  1. Name of Reporting Person:
David H. Batchelder		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.09%
  14.Type of Reporting Person (See Instructions):
IN

11

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CUSIP No. . 637640103 Page 12 of 17
  1. Name of Reporting Person:
Joel L. Reed		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.09%
  14.Type of Reporting Person (See Instructions):
IN

12

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CUSIP No. 637640103 Page 13 of 17
  1. Name of Reporting Person:
James J. Zehentbauer		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.09%
  14.Type of Reporting Person (See Instructions):
IN

13

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ITEM 4. PURPOSE OF THE TRANSACTION.

Item 4 is hereby amended and supplemented as follows:

     The Reporting Persons jointly filed an amendment to this Schedule 13D on June 20, 2003 disclosing that the Reporting Persons had nominated two persons for election to the board of directors of National Semiconductor Corporation (the “Company”) at the 2003 Annual Meeting of Stockholders. Prior to filing that amendment, the Reporting Persons prepared proxy solicitation materials for the election of such nominees, but did not file them with the Securities and Exchange Commission.

     As discussed in the prior amendment, the Reporting Persons and the Company entered into good faith discussions to find a mutually agreeable alternative whereby the Reporting Persons’ concerns regarding the Company and its business could be addressed and a proxy contest could be avoided. On July 21, 2003, the Reporting Persons and the Company entered into an agreement whereby, among other things, the Reporting Persons agreed to withdraw the nomination of its candidates for election to the board, and the Company agreed to have periodic meetings with representatives of the Reporting Persons to discuss any concerns they may have. In addition, the agreement provides that under certain circumstances, the Reporting Persons could nominate a candidate for election to the board at the 2004 Annual Meeting of Stockholders, and such nominee would be included in the Company’s proxy materials for that meeting. If elected at the 2004 Annual Meeting, and if requested by the Reporting Persons, the Reporting Persons’ nominee also would be included in the Company’s recommended slate of directors for the 2005 Annual Meeting of Stockholders. The agreement will terminate in the event that the Reporting Persons cease to own 5% of the currently outstanding shares of the Company.

     A copy of the agreement is attached as Exhibit 1 to this amendment and is incorporated herein by this reference.

ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS

The following Exhibit is filed herewith:

     1.       Letter Agreement, dated July 21, 2003

 

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SIGNATURES

     After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated: July 22, 2003

RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
RH FUND 1, L.P.
RH FUND 2, L.P.
RELATIONAL INVESTORS III, L.P.

     
By:   RELATIONAL INVESTORS, LLC
as general partner to each, except as the sole managing member of the general partner of Relational Investors III, L.P.
           
    By:   /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth, Principal
         
RELATIONAL INVESTORS, LLC        
         
    By:   /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth, Principal
         
        /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth
         
        /s/ David H. Batchelder
       
        David H. Batchelder
         
        /s/ Joel L. Reed
       
        Joel L. Reed
         
        /s/ James J. Zehentbauer
       
        James J. Zehentbauer

 

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EXHIBIT INDEX

     
Exhibit No.   Description
     
1.   Letter Agreement, dated July 21, 2003
     

  EX-99.1 3 v91592exv99w1.txt EXHIBIT 1 EXHIBIT 1 [LETTERHEAD OF NATIONAL SEMICONDUCTOR CORPORATION] July 21, 2003 Ralph V. Whitworth Relational Investors, L.P. 11975 El Camino Real, Suite 300 San Diego, CA 92130 Dear Mr. Whitworth: Upon receipt of an executed counterpart hereof, this letter will be an agreement (the "Agreement") between Relational Investors, L.P. (the "Partnership"), Relational Investors LLC ("Relational Investors," and together with the Partnership and their respective "affiliates," as such term is defined or used in Rule 145 of the Securities Act of 1993, as amended, "Relational") and National Semiconductor Corporation (the "Company"), with respect to the following matters: 1. Withdrawal of the Notice of Nomination. By letter dated June 19, 2003, Relational provided written notice of its intention to nominate Ralph V. Whitworth ("Whitworth") and David H. Batchelder for election to the Board of Directors of the Company (the "Board") at the Company's 2003 annual stockholders meeting. Effective upon the execution and delivery of the Agreement by all parties hereto, Relational irrevocably withdraws such nominations. 2. Meeting with the Board. (a) Relational will be entitled to attend the regularly scheduled meeting of the Board that most closely precedes the expiration of the notice period provided in Article II Section 9(a)(2) of the Company's by-laws for making nominations of persons for election to the Board at the Company's 2004 annual meeting. At such meeting of the Board, Relational shall be entitled to discuss with the Board Relational's concerns and recommendations, if any, regarding the Company. It is expected that Relational's presentations and discussion at the meeting would last for approximately one and one-half hours, and that Relational would not attend the entire meeting. (b) Until the 2004 annual meeting of stockholders, representatives of senior management and the Board of the Company will make themselves available to meet with representatives of Relational at reasonable times and intervals; provided, however, that representatives of senior management will be available for such meetings at least once per fiscal quarter if requested by Relational. (c) Relational acknowledges and agrees that the meetings with the Board and management contemplated by this Section 2 will be conducted in compliance with Regulation FD and other applicable federal securities law, so as not to trigger a requirement that the Company disclose any material non-public information regarding the Company. Ralph V. Whitworth July 21, 2003 3. 2004 Annual Meeting. (a) If Relational reasonably does not believe that the performance of the Company was satisfactory, Relational shall have the right in its sole discretion, upon providing written notice that complies as to timing and substance as set forth under Article II Section 9(a) of the Company's by-laws, to nominate Whitworth for election to the Board, in which case the Company shall include Whitworth's name and the information required by the federal securities laws both in the Company's 2004 annual meeting proxy statement and on the Company's proxy card relating to the Company's 2004 annual meeting; provided, however, that the Company reserves its right to oppose the election of Whitworth to the Board at such annual meeting. The Company hereby acknowledges and agrees that the materials submitted by Relational to nominate Relational's two nominees for election at the 2003 annual meeting of stockholders are acceptable instruments of nomination and that nominating materials substantially in the same form (with factual information updated to the extent necessary to reflect changes or new information) will be accepted by the Company in connection with Relational's nomination of Whitworth for election at the 2004 annual meeting. (b) If Relational nominates Whitworth for election at the 2004 annual meeting pursuant to Section 3(a) above, Relational shall not nominate any other candidates for election to the Board at the Company's 2004 annual meeting, or participate in any solicitation of proxies for the election of directors other than Whitworth or other candidates recommended for election by the Board. (c) If Relational elects to nominate Whitworth for election pursuant to Section 3(a), the Company and Relational shall each have the right to include a statement of no more than 500 words in the Company's proxy statement in support of their respective positions regarding the election of Whitworth. (d) Notwithstanding Section 3(c), each of the Company and Relational would have the independent right to publish or distribute any other additional proxy solicitation materials (subject to Section 3(b) above) regarding the Whitworth nomination and their respective positions concerning the election of directors. (e) Relational will have the reasonable right to review all preliminary and definitive proxy materials filed by the Company. In addition, the Company covenants and agrees that the proxy statement and all proxy cards used by the Company with respect to the 2004 annual meeting of stockholders will feature Whitworth's name in the same font size, style and leading as used for the Company's nominees. In addition, the Company and Relational shall consult with each other in designing the proxy card such that it accords fair and comparable treatment to Whitworth as is accorded to the other Company nominees, including with respect to withholding authority and other relevant matters. (f) Relational represents that all statements and information regarding Whitworth provided for inclusion in the Company's proxy materials will be accurate and complete in all material respects and will comply with all applicable law. Ralph V. Whitworth July 21, 2003 4. 2005 Annual Meeting. If Whitworth is elected to the Board at the Company's 2004 annual meeting and if Relational so requests, (i) the Company shall include Whitworth as a nominee to the Board on the slate of nominees recommended by the Board in the Company's proxy statement and on its proxy card relating to the Company's 2005 annual meeting of stockholders, (ii) Relational shall be entitled to review and reasonably approve the statements made regarding Whitworth in the Company's proxy materials, (iii) Whitworth's name and the information regarding Whitworth will receive comparable treatment (as to prominence, location and appearance) as the Company's nominees in the Company's proxy statement and proxy cards for the 2005 annual meeting, and (iv) if Whitworth is included in the Company's proxy statement and proxy card, Relational shall not nominate any other candidates for election to the Board at the Company's 2005 annual meeting, or participate in any solicitation of proxies for the election of directors other than Whitworth or other candidates recommended for election by the Board. 5. 5% Ownership. If Relational ceases to own 5% or more of the currently outstanding common stock of the Company at any time, this Agreement automatically shall terminate and be of no further force or effect, without any further action by the Company or Relational. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 7. Injunctive Relief; Specific Performance. The parties acknowledge and agree that an action for breach of contract and an award of monetary damages alone would not be adequate to compensate the non-breaching party for the substantial harm which would result from any such breach or violation of this Agreement. Accordingly, the parties hereby unconditionally and irrevocably agree that in the event of such a breach or violation, the non-breaching party shall be entitled to injunctive relief and other remedies (including, without limitation, seeking specific performance of the terms of this Agreement), in addition to any other rights or remedies available at law or in equity, all of which shall be deemed to be cumulative and not alternative or exclusive. 8. Complete Agreement; Amendment; Waiver; Governing Law; Execution; Authority. This Agreement represents the complete and final agreement of the parties with respect to its subject matter and supersedes all prior negotiations, discussions, agreements or understandings with respect to such subject matter. The parties further acknowledge that each party is not executing this Agreement in reliance on any promise, representation or warranty not contained in this Agreement. This Agreement may be amended only by a written agreement executed by each of the parties thereto. No breach of any provision herein may be waived unless such waiver is in writing and signed by the party to be bound. This document may be executed by facsimile signature and in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. [signature page follows] Ralph V. Whitworth July 21, 2003 If you are in agreement with the foregoing, please so signify by signing in the space provided below. Very truly yours, NATIONAL SEMICONDUCTOR CORPORATION By: /s/ John M. Clark, III ---------------------- John M. Clark, III Senior Vice President, General Counsel and Secretary Accepted and agreed as of the date set forth above. RELATIONAL INVESTORS, L.P., a Delaware limited partnership By: RELATIONAL INVESTORS LLC, a Delaware limited liability company Its: General Partner By: /s/ Ralph V. Whitworth ---------------------- Ralph V. Whitworth Principal RELATIONAL INVESTORS LLC, a Delaware limited liability company By: /s/ Ralph V. Whitworth ---------------------- Ralph V. Whitworth Principal -----END PRIVACY-ENHANCED MESSAGE-----