-----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, AqylzLD4yqkJ1cwlvo30LGPLXKH5QzfmIUR/ydUVCBGsip8wmb3dP7lse1KXvOSO cjXH6DHFmDSBrm6eAqu/zw== 0000070530-05-000139.txt : 20051216 0000070530-05-000139.hdr.sgml : 20051216 20051216155010 ACCESSION NUMBER: 0000070530-05-000139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILER: 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: 0528 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 051269746 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 8-K 1 form8kdcprr_12152005.txt AMENDMENT TWO TO THE DEFERRED COMPENSATION PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2005 NATIONAL SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 -------- ------ ---------- (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA 95052-8090 ---------------------------------- (Address of Principal Executive Offices) (408) 721-5000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) NATIONAL SEMICONDUCTOR CORPORATION Table of Contents Page ---- Section 1 - Registrant's Business and Operations - ------------------------------------------------ Item 1.01 Entry into a Material Definitive Agreement 3 Section 9 - Financial Statements and Exhibits - --------------------------------------------- Item 9.01 Financial Statements and Exhibits 3 Signature 4 Exhibits: 10.1 Equity Compensation Plan not approved by Stockholders: Amendment Two to the Deferred Compensation Plan NATIONAL SEMICONDUCTOR CORPORATION Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 15, 2005, the Administrative Committee of the National Semiconductor Corporation ("National" or the "Company") Retirement and Savings Program, which is responsible for the administration of the Company's Deferred Compensation Plan ("DCP") formally approved Amendment No. Two to the Company's DCP. Under SEC rules, the DCP is considered a material agreement of the Company. A copy of Amendment No. 2 is attached hereto as Exhibit 10.1. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits -------- Exhibit No. Description of Exhibit ----------- ---------------------- 10.1 Management Contract or Compensatory Plan or Agreement: Amendment Two to the Deferred Compensation Plan SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL SEMICONDUCTOR CORPORATION Dated: December 15, 2005 /S/John M. Clark III -------------------- John M. Clark III Senior Vice President Signing on behalf of the registrant EXHIBIT 10.1 AMENDMENT TWO TO THE NATIONAL SEMICONDUCTOR CORPORATION DEFERRED COMPENSATION PLAN WHEREAS National Semiconductor Corporation (the "Employer") has adopted the National Semiconductor Corporation Deferred Compensation Plan, amended and restated effective November 1, 2001 (the "Plan"); and WHEREAS the Employer wishes to permit, pursuant to Internal Revenue Service Notice 2005-1, Q&A-20, certain cancellations and partial cancellations of deferrals under the Plan; and WHEREAS Section 5.02 of the Plan provides that the Employer reserves the right to amend the Plan at any time; NOW, THEREFORE, the Employer hereby adopts this Amendment Two as provided below, effective for the calendar year ending December 31, 2005, to add a new Section 5.04 to the Plan: 5.04 Certain Cancellations of Deferrals During Calendar Year 2005 Pursuant to Internal Revenue Service Notice 2005-1, Q&A-20, and notwithstanding any other provisions of the Plan, the following deferrals under the Plan shall be cancelled and included in the income of affected Participants in the calendar year ending December 31, 2005: (a) All amounts deferred under the Plan (regardless of when the amounts were deferred and regardless of whether the deferrals were elective or nonelective) with respect to any Participant who was an officer of the Company and terminated employment with the Company between June 15, 2005 and July 31, 2005; (b) Any amounts that would have been deferred under the Plan during the calendar year ending December 31, 2005, but for an election by a Participant after March 15, 2005 to decrease his or her deferrals under the RASP; and (c) Any other amounts specifically designated by the Committee, but only to the extent necessary to avoid adverse tax consequences to a Participant under Section 409A of the Code. IN WITNESS WHEREOF, this Amendment Two is signed this 15th day of December, 2005. //s// EDWARD SWEENEY -------------------- Edward Sweeney Chairman, Retirement and Savings Program Administrative Committee -----END PRIVACY-ENHANCED MESSAGE-----