<PAGE>
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)
<TABLE>
<S> <C>
DELAWARE 95-2095071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, ($0.50 par value)............... 1,000,000 shs. $15.50 $15,500,000 $5,344.83
Preferred Stock Purchase Rights............... (2)
<FN>
(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.
</TABLE>
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<PAGE>
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.
<PAGE>
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
<PAGE>
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
<TABLE>
<S> <C>
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
<FN>
- ------------------------
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-3
(File No. 33-52775) and incorporated herein by reference.
</TABLE>
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
<PAGE>
(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
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- -----------------------------------------------------
<C> <S>
/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
</TABLE>
II-4
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- --------- ---------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
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
<FN>
- ------------------------
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-3
(File No. 33-52775) and incorporated herein by reference.
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE DATE
- ----------------------------------------------------- -----------------------------------------------------
<S> <C>
/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
</TABLE>
