-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ezC2UgSPiEFZCIGwA/FTv0BiRv00xZI/zZh6VnaS+1OaAuAed6gNHR2sdNO0/bfk 29hMUjiMG1SkHbanE0osYA== 0000912057-94-003289.txt : 19941003 0000912057-94-003289.hdr.sgml : 19941003 ACCESSION NUMBER: 0000912057-94-003289 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940930 EFFECTIVENESS DATE: 19941019 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: 3674 IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55699 FILM NUMBER: 94551095 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTORS DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 408-721-4131 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR. CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994 REGISTRATION NO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL SEMICONDUCTOR CORPORATION (Exact name of issuer as specified in its charter) DELAWARE 95-2095071 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090 (Address of Principal Executive Offices) (Zip Code) PERFORMANCE AWARD PLAN (Full title of the plan) JOHN M. CLARK III, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090 (408) 721-6529 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE Common Stock, ($0.50 par value)............... 1,000,000 shs. $15.50 $15,500,000 $5,344.83 Preferred Stock Purchase Rights............... (2) (1) Computed on the basis of the average of the high and low sales price of the Common Stock on September 28, 1994 as reported in the consolidated reporting system, which is used as the estimated offering price solely for the purpose of determining the registration fee, in accordance with Rule 457(h). (2) Each share of Common Stock includes one Preferred Stock Purchase Right issued under the Rights Agreement, dated as of August 8, 1988, as amended, between the Registrant and The First National Bank of Boston, as Rights Agent.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Securities Act Rule 428(b). Such documents are not being filed as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have been filed with the Commission by the Company are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended May 29, 1994, including the portions of the Company's 1994 Annual Report and the Company's Proxy Statement for the 1994 Annual Meeting of Stockholders incorporated therein by reference; (b) All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since May 29, 1994; (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed September 8, 1970, together with any amendment or report filed with the Commission for the purpose of updating such description; and (d) The description of the Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed August 9, 1988, together with any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL In connection with the filing of the Registration Statement, John M. Clark III, Esq. has rendered an opinion to the Company upon the legality of the Common Stock being registered hereunder. At the time of rendering such opinion, Mr. Clark had a substantial interest in the Company, as defined by the rules of the Securities and Exchange Commission, in that the fair market value of the 3,056 shares of Common Stock owned directly and indirectly by him, together with the 31,000 shares of Common Stock subject to options held by him, exceeded $50,000. Also, at such time Mr. Clark was connected with the Company in that he was Senior Vice President, General Counsel and Secretary of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102 of the Delaware General Corporation Law ("DGCL") allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit. Article Thirteenth of the Company's Second Restated Certificate of Incorporation (the "Certificate") provides that no director shall be personally liable to the Company or its stockholders for monetary damages for any breach of his fiduciary duty as a director, except as provided in Section 102 of the DGCL. II-1 Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth in the preceding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation unless a court determines that such person is fairly and reasonably entitled to indemnification. Article Thirteenth of the Company's Certificate provides that the Company shall to the extent permitted by law indemnify any person for all liabilities incurred by or imposed upon him as a result of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he shall be involved by reason of the fact that he is or was serving as a director, officer or employee of the Company, or, that, at the request of the Company, he is or was serving another corporation or enterprise in any capacity. Article VIII of the Company's By-Laws provides for indemnification of any person who was or is a party to any threatened, pending or completed action, or to any derivative proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation in that capacity for another corporation if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful. The Company has purchased and maintains at its expense on behalf of directors and officers insurance, within certain limits, covering liabilities that may be incurred by them in such capacities. ITEM 8. TABLE OF EXHIBITS 4-A Copy of Registrant's Restated Certificate of Incorporation (1) 4-B Copy of Registrant's By-Laws (1) 5 Opinion re legality 10 National Semiconductor Corporation Performance Award Plan 23-A Consent of KPMG Peat Marwick 23-B Consent of John M. Clark III (Included in Exhibit 5) 24 Power of Attorney - ------------------------ (1) Filed as an Exhibit to the Company's Registration Statement on Form S-3 (File No. 33-52775) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; II-2 (ii) to reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on the 30th day of September, 1994. NATIONAL SEMICONDUCTOR CORPORATION By /s/ GILBERT F. AMELIO ------------------------------------ Gilbert F. Amelio, President, Chief Executive Officer and Director PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 30TH DAY OF SEPTEMBER, 1994.
SIGNATURE TITLE - ----------------------------------------------------- ----------------------------------------------------- /s/ PETER J. SPRAGUE* Chairman of the Board ------------------------------------------ (Peter J. Sprague) /s/ GILBERT F. AMELIO President, Chief Executive Officer and ------------------------------------------ Director (Principal Executive Officer) (Gilbert F. Amelio) /s/ DONALD MACLEOD* Senior Vice President, Finance and Chief ------------------------------------------ Financial Officer (Principal Financial Officer) (Donald Macleod) /s/ ROBERT B. MAHONEY* Vice President and Controller (Principal Accounting ------------------------------------------ Officer) (Robert B. Mahoney) /s/ GARY P. ARNOLD* Director ------------------------------------------ (Gary P. Arnold) /s/ ROBERT BESHAR* Director ------------------------------------------ (Robert Beshar) Director ------------------------------------------ (Modesto A. Maidique) /s/ J. TRACY O'ROURKE* Director ------------------------------------------ (J. Tracy O'Rourke) /s/ CHARLES E. SPORCK* Director ------------------------------------------ (Charles E. Sporck) /s/ DONALD E. WEEDEN* Director ------------------------------------------ (Donald E. Weeden) *By /s/ GILBERT F. AMELIO ------------------------------------- Gilbert F. Amelio Attorney-in-fact
II-4 NATIONAL SEMICONDUCTOR CORPORATION EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER - --------- ---------------------------------------------------------------------------------------------- ------------- 4-A Copy of Registrant's Restated Certificate of Incorporation (1) 4-B Copy of Registrant's By-Laws (1) 5 Opinion re legality 10 National Semiconductor Corporation Performance Award Plan 23-A Consent of KPMG Peat Marwick 23-B Consent of John M. Clark III (Included in Exhibit 5) 24 Power of Attorney - ------------------------ (1) Filed as an Exhibit to the Company's Registration Statement on Form S-3 (File No. 33-52775) and incorporated herein by reference.
EX-5. 2 EXHIBIT 5 EXHIBIT 5 September 30, 1994 Board of Directors National Semiconductor Corporation 2900 Semiconductor Drive Santa Clara, California 95051 Gentlemen: At your request, I have examined the registration statement on Form S-8 (the "Registration Statement") which you are filing with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for registration of 1,000,000 shares of Common Stock, par value $0.50 per share (the "Shares") of National Semiconductor Corporation (the "Company") pursuant to the Company's Performance Award Plan (the "Plan"). In connection with this opinion, I have examined the Plan, the Company's Certificate of Incorporation and By-Laws, as amended, and such other documents and records as deemed necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related final prospectus, and applicable state laws, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ JOHN M. CLARK III JOHN M. CLARK III Senior Vice President, General Counsel & Secretary EX-10 3 EXHIBIT 10 EXHIBIT 10 NATIONAL SEMICONDUCTOR CORPORATION PERFORMANCE AWARD PLAN 1. OBJECTIVES. The National Semiconductor Corporation Performance Award Plan (the "Plan") is designed to provide certain key executives with an additional incentive to focus attention on increasing the Company's stockholder value and improving its financial performance and profitability. These objectives are accomplished by making performance awards in the form of Performance Units under the Plan for achieving pre-set financial objectives over three to five-year performance cycles. The Plan is intended to complement the Company's use of stock options by providing participants with competitive long term incentive opportunities. 2. DEFINITIONS. (a) AWARD -- The award of stock and/or cash, whether granted singly, in combination or in tandem to a Plan Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan. (b) AWARD VALUE -- The value of an Award earned by a Participant calculated at the time of Award determination by multiplying the average Fair Market Value of the Common Stock over the preceding forty-five trading days by the number of Performance Units earned by a Participant. (c) BOARD -- The Board of Directors of National Semiconductor Corporation. (d) COMMON STOCK or STOCK -- Authorized and issued or unissued $.50 par value Common Stock of the Company. (e) COMMITTEE -- The Stock Option and Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan. The Committee shall be constituted to permit the Plan to comply with Rule 16b-3 promulgated under the Securities and Exchange Act of 1934 or any successor rule and shall initially consist of not less than three members of the Board, all of whom are ineligible to receive Awards under the Plan or any other Company plan providing for the award of stock or stock appreciation rights except pursuant to a plan formula and none of whom has received such awards or has been eligible to receive such awards for at least one year prior to serving on such Committee. (f) COMPANY -- National Semiconductor Corporation ("NSC") and any other corporation in which NSC controls directly or indirectly, more than fifty percent (50%) of the combined voting power of all classes of voting securities. (g) DESIGNATED BENEFICIARY -- Beneficiary designated in writing by a participant to receive Awards due a Participant under the Plan upon the Participant's death or, in the absence of an effective designation by the Participant, the Participant's estate. (h) DISABLED -- Eligible to receive benefits under any one of the Company's disability plans. (i) FAIR MARKET VALUE -- The average of the high and low trading prices of the Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange for the date in question, provided that if no sales of Common Stock were made on said exchange on that date, the average of the high and low trading prices of the Common Stock as reported on said composite tape for the preceding day on which sales of Common Stock were made on said Exchange. (j) FISCAL YEAR -- Fiscal year of the Company. (k) PARTICIPANT -- A key executive who has been selected to receive Awards under the Plan. (l) PERFORMANCE GOALS -- The performance objective or objectives set for the Company to be achieved during the Plan Cycle which are established by the Committee before the start of each Plan Cycle. 10.1 (m) PERFORMANCE UNITS -- Units assigned to the Participant under the Plan. (n) PLAN -- The National Semiconductor Corporation Performance Award Plan. (o) PLAN CYCLE -- A period of time of at least three to no more than five Fiscal Years, from the initial setting of Performance Goals to the Award. (p) 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 ten (10) or more and (b) the Vice President-Finance of the Company has been notified by the terminating employee that he or she does not intend to engage in a full-time vocation. (q) RETURN ON EQUITY (ROE) -- Return on average shareholder's equity during the Fiscal Year as defined in the Company's audited financial statements. (r) TRIGGERING PERFORMANCE GOAL -- The annual performance goal that must be achieved in either Fiscal Year three or four that triggers the end of a Plan Cycle, but not necessarily the same as the Performance Goal. 3. ELIGIBILITY. Participation in the Plan will be limited to certain key executives of the Company, who will be selected by the Committee at the beginning of each Plan Cycle. Participation in one Plan Cycle does not guarantee continued participation in subsequent Plan Cycles nor does Plan participation guarantee any right to continued employment with the Company. 4. COMMON STOCK AVAILABLE FOR AWARDS. 1,000,000 shares of Common Stock shall be available for issuance under the Plan. Common Stock issued under the Plan may be unissued shares, reacquired shares, or shares bought on the market. From time to time, the Board of Directors and appropriate officers of the Company shall take whatever actions are necessary to file required documents with governmental authorities and stock exchanges to make shares of Common Stock available for issuance pursuant to Awards. Common Stock related to Awards that are forfeited, terminated, expired or settled in such manner that all or some of the shares covered by an Award are not issued to a Participant, shall immediately become available for future Awards. 5. ADMINISTRATION. The Plan shall be administered by the Committee which shall have full and exclusive power to interpret the Plan, to grant waivers of Plan restrictions and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which power shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. These powers include, but are not limited to, the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of applicable laws. 6. TARGET AWARDS. At the beginning of each Plan Cycle, each Participant will be assigned a target number of Performance Units, that can be earned based on performance with respect to that Plan Cycle. 7. PERFORMANCE REQUIREMENTS. Awards will be subject to achievement of the Performance Goals established by the Committee at the beginning of each Plan Cycle. The Performance Goals shall be set initially in terms of the Company's ROE. At the end of each Plan Cycle, the actual Award amount, based on the target number of Performance Units that were assigned to each Participant, will be determined based on the level of financial performance achieved during that Plan Cycle. Participants shall not have the right to sell, transfer, assign, pledge or otherwise encumber or dispose of any rights to Awards prior to the actual Award at the end of the Plan Cycle. 10.2 8. AWARD DETERMINATION. Awards will be determined at the end of the third Fiscal Year of each Plan Cycle if the financial results in that year meet or exceed the Triggering Performance Goal established by the Committee at the beginning of the Plan Cycle. If the Triggering Performance Goal is not met in the third Fiscal Year, the Plan Cycle shall continue for a period of one or two years. If the Triggering Performance Goal is thereafter met in the fourth Fiscal Year, Awards will be determined and the Plan Cycle shall terminate. If the Triggering Performance Goal has not been met in either the third or fourth Fiscal Year, determination of the Award will be measured at the end of the fifth Fiscal Year of the Plan Cycle, whether or not the Triggering Performance Goal has been achieved, and the Committee shall have the ultimate discretion to reduce or not make any Awards, depending on performance. 9. CALCULATION OF AWARDS. At the time of the Award determination under the terms of Paragraph 8, the actual number of Performance Units earned under the Plan as a result of meeting the Performance Goals will be determined. Achievement of these Performance Goals will be measured after the completion and audit of the Company's annual financial statements, and the Award Value will be based on the average Fair Market Value of the Company's Common Stock over the forty-five trading days preceding the date selected by the Committee for determination of Awards. In no event can any Participant receive more than 200% of the number of Performance Units established as that Participant's target Award for that Plan Cycle. 10. PAYMENT OF AWARDS. The Committee shall have the sole power and discretion to pay Awards in Common Stock or a combination of stock and cash, with the cash portion not to exceed 50% of the total Award Value unless the Committee determines, in its sole discretion, that it is more appropriate to pay the Awards entirely in cash. Awards will be paid no later than 90 days following the later of the release of audited financial statements for the last Fiscal Year in the Plan Cycle or the Committee's Award determination date. 11. TAX WITHHOLDING. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of payment of Awards under the Plan, an appropriate amount for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. If Common Stock is used to satisfy tax withholding, such stock shall be withheld in compliance with Rule 16b-3 promulgated under the Securities and Exchange Act of 1934 or any successor rule thereto and shall be valued based on the Fair Market Value when the tax withholding is required to be made. 12. TERMINATION OF EMPLOYMENT. If a Participant ceases to be employed by the Company, rights to receive Awards under the Plan will be determined as follows: (a) If a Participant's employment is terminated by voluntary termination by the Participant, the Participant will forfeit all Awards for Plan Cycles for which Awards have not been determined. (b) If a Participant's employment with the Company is terminated because of or the Participant is discovered to have engaged in fraud, embezzlement, dishonesty against the Company, obtaining funds or property from the Company under false pretenses, assisting a competitor without permission, or interfering with the relationship of the Company or any subsidiary or affiliate thereof with a customer, a Participant's or Designated Beneficiary's benefits shall be forfeited for any of the above reasons regardless of whether such act is discovered prior to or subsequent to the Participant's termination from the Company or the payment of Awards under the Plan. (c) If a Participant becomes Disabled or a Participant's employment is terminated by reason of death, Retirement, or for any other reason when the Company is the moving party, the Participant, or the Participant's Designated Beneficiary, will receive a prorated portion of the Award. Prorated awards will be determined based on the number of completed months that the Participant was participating in the Plan 10.3 Cycle, divided by the total number of months of the applicable Plan Cycle, or whatever other of the number of months the Committee shall decide is the appropriate length of time. Prorated Awards shall be paid at the same time as Awards are paid to other Participants. 13. CANCELLATION AND RESCISSION OF AWARDS. The Committee may cancel any unpaid Awards at any time if the Participant is not in compliance with any applicable provisions of the Plan. 14. NONASSIGNABILITY. No Award or any other benefit under the Plan shall be assignable or transferable by the Participant other than by will or the laws of descent and distribution. 15. ADJUSTMENTS. In the event of any change in the outstanding Common Stock of the Company by a reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Committee shall adjust proportionally (a) the number of shares of Common Stock (i) reserved under the Plan and (ii) covered by Awards denominated in stock or units of stock; and (b) the appropriate Fair Market Value and other price determinations for such Awards. In the event of any other change affecting the Common Stock or any distribution (other than cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. 16. UNFUNDED PLAN. Insofar as it provides for Awards of cash or Common Stock, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall the Plan be construed as providing for such segregation, nor shall the Company nor the Board nor the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto be granted under the Plan. Any liability of the Company to any Participant with respect to a grant of cash, Common Stock or rights thereto under the Plan shall be based solely upon any contractual obligations that may be created by the Plan and no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan. 17. AMENDMENT OF THE PLAN. The Board at any time, and from time to time, may amend the Plan, subject to the limitations, however, that except as provided in Paragraph 15 (relating to adjustments upon changes in stock), no amendment shall be made, except upon approval of the stockholders of the Company, which will: (a) materially increase the benefits accruing to the Plan Participants; (b) materially increase the number of shares which may be authorized for issuance or issued under the Plan; or (c) materially modify the requirements as to eligibility for participation in the Plan. 18. CHANGE IN CONTROL. In the event the Company is merged into or acquired by another entity in a transaction involving a change in control, the Committee shall have the complete authority and discretion, but not the obligation, to accelerate Plan Awards. The Committee may also ask the Board of Directors to negotiate, as part of any agreement involving a sale or merger of the Company, a sale of substantially all the Company's assets or similar transaction, terms providing protection for Plan Participants. 10.4 19. EFFECTIVE AND TERMINATION DATES. The Plan shall become effective on the date that the Plan is approved by the stockholders of the Company. No Awards of stock may be made until after the Plan has been approved by stockholders of the Company. The Plan, unless sooner terminated, shall terminate ten (10) years after the Plan is approved by the stockholders. Target Awards established prior to Plan termination may be continued in effect and Awards may be paid out after termination, but no new target Awards may be established after termination of the Plan. 20. GOVERNING LAW. Except to the extent superseded by federal law, this Plan shall be construed in accordance with the laws of the State of California. 10.5 EX-23.A 4 EXHIBIT 23(A) EXHIBIT 23-A CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders National Semiconductor Corporation: We consent to the use of our reports dated June 10, 1994, incorporated herein by reference. Our report covering the Company's May 29, 1994 consolidated financial statements refers to a change in accounting for certain costs in inventory. /s/ KPMG PEAT MARWICK LLP -------------------------------------- KPMG Peat Marwick LLP San Jose, California September 28, 1994 EX-24 5 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby constitutes and appoints Gilbert F. Amelio, Donald Macleod, and John M. Clark III, and each of them singly, his true and lawful attorney-in-fact and in his name, place, and stead, and in any and all of his offices and capacities with National Semiconductor Corporation, to sign the Registration Statement with which this Power of Attorney is filed, and any and all amendments to said Registration Statement, and generally to do and perform all things and acts necessary or advisable in connection therewith, and each of the undersigned hereby ratifies and confirms all that each of said attorneys-in-fact may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of Attorney as of the date set forth opposite his signature.
SIGNATURE DATE - ----------------------------------------------------- ----------------------------------------------------- /s/ GILBERT F. AMELIO September 24, 1994 ------------------------------------------ Gilbert F. Amelio /s/ PETER J. SPRAGUE September 29, 1994 ------------------------------------------ Peter J. Sprague /s/ GARY P. ARNOLD September 29, 1994 ------------------------------------------ Gary P. Arnold /s/ ROBERT BESHAR September 29, 1994 ------------------------------------------ Robert Beshar ------------------------------------------ Modesto A. Maidique /s/ J. TRACY O'ROURKE September 29, 1994 ------------------------------------------ J. Tracy O'Rourke /s/ CHARLES E. SPORCK September 3, 1994 ------------------------------------------ Charles E. Sporck /s/ DONALD E. WEEDEN September 29, 1994 ------------------------------------------ Donald E. Weeden /s/ DONALD MACLEOD September 15, 1994 ------------------------------------------ Donald Macleod /s/ ROBERT B. MAHONEY September 9, 1994 ------------------------------------------ Robert B. Mahoney
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