<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)
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)
GLOBAL EMPLOYEES STOCK PURCHASE 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)............... 5,000,000 shs. $15.50 $77,500,000 $26,724.14
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>
-------------------
* PURSUANT TO RULE 417 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE OFFERED OR
SOLD PURSUANT TO THE NATIONAL SEMICONDUCTOR CORPORATION GLOBAL EMPLOYEES STOCK
PURCHASE PLAN.
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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 Global Employees Stock Purchase 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>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Stock Option and Compensation Committee of the Board of Directors of National
Semiconductor Corporation has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on September 30, 1994.
STOCK OPTION AND COMPENSATION COMMITTEE
By the Members of the Committee:
/s/ GARY P. ARNOLD*
- --------------------------------------
Gary P. Arnold
/s/ ROBERT BESHAR*
- --------------------------------------
Robert Beshar
- --------------------------------------
Modesto A. Maidique
/s/ J. TRACY O'ROURKE*
- --------------------------------------
J. Tracy O'Rourke
/s/ PETER J. SPRAGUE*
- --------------------------------------
Peter J. Sprague
*By /s/ GILBERT F. AMELIO
- --------------------------------------
(Gilbert F. Amelio,
ATTORNEY-IN-FACT)
II-5
<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 Global Employees Stock Purchase 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 5,000,000 shares of Common Stock, par value $0.50 per share (the
"Shares") of National Semiconductor Corporation (the "Company") pursuant to the
Company's Global Employees Stock Purchase 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:
(i) the original issue Shares, when issued and sold in accordance with
the Plan, the Registration Statement and related final prospectus and
applicable state laws will be validly issued, fully paid and nonassessable;
and
(ii) the interests in the Plan, when acquired in accordance with the
terms of such Plan, will be valid and legal interests in such Plan.
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
GLOBAL EMPLOYEES STOCK PURCHASE PLAN
1. TITLE OF PLAN
The title of this plan is the National Semiconductor Corporation Global
Employees Stock Purchase Plan, hereinafter referred to as "Plan" or "GESPP."
2. PURPOSE
The Plan is intended to encourage ownership of Common Stock of the
Corporation by employees of the Corporation's Subsidiaries located outside the
United States and to provide incentives for them to exert maximum efforts for
the success of the Corporation on a consolidated basis. By extending to
employees the opportunity to acquire proprietary interests in the Corporation
and to participate in its success, the Plan may be expected to benefit the
Corporation and its shareholders by making it possible for the Corporation to
attract and retain qualified employees on a worldwide basis.
3. DEFINITIONS
As used in this Plan:
(a) "Base Compensation" means the basic or regular guaranteed
compensation as determined in accordance with the policies and procedures of
the employing Company, but excluding other forms of renumeration such as
salary continuance, severance benefits, redundancy pay, termination
indemnities and other post employment benefits.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Committee" means the Stock Option and Compensation Committee of the
Board.
(d) "Common Stock" means the $.50 par value common stock of the
Corporation.
(e) "Company" means each Subsidiary with operations outside the United
States that has adopted the GESPP.
(f) "Company's Share" or "Company Share" means, with respect to Common
Stock purchased on behalf of participants on an Investment Date for a
Participation Period, the excess of (whichever is applicable) the (1) actual
purchase price of the Common Stock on the Investment Date, if the Common
Stock is purchased on the New York Stock Exchange, or (2) the opening price
of the Common Stock on the New York Stock Exchange if the Common Stock is
acquired from the Corporation or the GESPP Fund over the lesser of
eighty-five percent (85%) of the New York Stock Exchange opening price for
the Common Stock on the first (1st) business day on the New York Stock
Exchange coincident with or next following the first day of the calendar
quarter for the applicable Investment Date, or (whichever is applicable) (1)
eighty-five percent (85%) of the actual purchase price for such Common Stock
on such Investment Date if the Common Stock is purchased on the New York
Stock Exchange, or (2) eighty-five percent (85%) of the opening price for
the Common Stock as of the Investment Date on the New York Stock Exchange if
the Common Stock is acquired from the Corporation or the GESPP Fund.
(g) "Corporation" means National Semiconductor Corporation.
(h) "Eligible Employee" means, as determined by the employing Company,
any individual who is employed on a regular basis by the Company and is on
the payroll of the Company, but excluding any employees who (1) are United
States citizens or residents, (2) are not permitted to participate by reason
of local law or regulation, (3) are considered 5% (five percent) owners of
the Corporation by reason of Section 423 of the United States Internal
Revenue Code, (4) by reason of Section 16 of the United States Securities
Exchange Act of 1934 are required to report their trading in Common Stock,
(5) directors of the Corporation who are not full time or part time
employees of a Company, or (6) are otherwise excluded by the Company under
uniform and consistent rules.
10.1
<PAGE>
(i) "Fiduciary" means the fiduciary holding the GESPP Fund.
(j) "GESPP Fund" or "Fund" means the fund held under the GESPP Fund
Agreement.
(k) "GESPP Fund Agreement" means the National Semiconductor Corporation
Global Employees Stock Purchase Plan Master Fund Agreement between the
Fiduciary and the NS Principal establishing the GESPP Fund.
(l) "Investment Date" means, with respect to a Participation Period, (1)
the last business day of each calendar quarter both on the New York Stock
Exchange and in the country in which the Fiduciary is sited if Common Stock
is purchased from the Corporation or from the GESPP Fund, or (2) such last
business day of the next following calendar month, if Common Stock is
purchased on the New York Stock Exchange.
(m) "NS Principal" means the sponsor of the GESPP and the Company that
is signatory to the GESPP Fund Agreement.
(n) "Participation Period" means, with respect to a calendar quarter,
the period commencing on the first (1st) day of a Pay Period coincident with
or next preceding the first day of the calendar quarter and ending with the
last day of the Pay Period coincident with or next preceding the last day of
the corresponding calendar quarter.
(o) "Pay Period" means the pay period used by a Company from time to
time.
(p) "Sales Date" means the fifth (5th) and twentieth (20th) days of each
calendar month, or if either date is not a business day on the New York
Stock Exchange and in the country in which the Fiduciary is sited, the next
preceding date that is such a business day.
(q) "Sales Price" means, with respect to each share of Common Stock sold
on a Sales Date, (1) the actual sales price for the Common Stock on a Sales
Date, if the Common Stock is sold on the New York Stock Exchange, or (2) the
opening price for a share of Common Stock on the New York Stock Exchange if
the Common Stock is sold to the Corporation or to the GESPP Fund.
(r) "Share Transaction Date" means the Investment Date, the Sales Date,
or both, as the context may require.
(s) "Share Value" means the average price per share of Common Stock net
of share transaction costs purchased by the Fiduciary on an Investment Date
for purposes of any investment in Common Stock, or the average price per
share of Common Stock net of transaction costs sold by the Fiduciary for
purposes of any sales of Common Stock on a Sales Date, as the case may be;
PROVIDED, HOWEVER, that for purposes of written statements of account and
monthly valuations, the Share Value shall be the opening price per share of
Common Stock on the New York Stock Exchange on each Sales Date.
(t) "Subsidiary" means any corporation in which the Corporation
controls, directly or indirectly, fifty percent (50%) or more of the
combined voting power of all classes of stock and which has been designated
by the Committee as a corporation whose employees may participate in this
Plan.
4. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock which may be acquired by the
Fiduciary for the account of Plan participants or by participants directly under
the Plan is 5,000,000, which may be unissued shares, reacquired shares, or
shares bought on the market.
5. ADMINISTRATION -- GENERAL PROVISIONS
(a) The Plan shall be administered by each participating Company in
accordance with such terms, conditions and provisions as may be adopted by the
Committee from time to time.
10.2
<PAGE>
(b) The Committee shall have the plenary power, subject to and within the
limits of the express provisions of this Plan:
(i) to construe and interpret the Plan and to establish, amend, and
revoke rules and regulations for its administration. The Committee, in the
exercise of this power, shall generally determine all questions of policy
and expediency that may arise, may correct any defect, or supply any
omission or reconcile any inconsistency in the Plan or in any instrument
associated with the Plan in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(ii) to the extent not provided in this Plan, to establish the terms
under which Common Stock may be purchased by the Fund or participants.
6. PARTICIPATION
(a) After the Plan is adopted by the employing Company, each Eligible
Employee in the Company shall be eligible for participation in the Plan at the
next practicable Participation Period. Membership in the Plan shall be wholly
voluntary.
(b) Written application forms for participation shall include at a minimum
(1) a payroll deduction authorization specifying the amount of payroll
deductions, (2) a beneficiary designation, (3) an agreement to be bound by all
of the applicable terms and conditions of the Plan, the GESPP Fund Agreement and
any rules established thereunder, (4) a specification of the employee's tax
residence and citizenship, (5) an agreement that information obtained in
connection with the employee's Plan participation may be communicated outside
the country in which he or she is employed, (6) a statement requesting treaty
protection for purposes of any applicable United States withholding taxes on
cash dividends, if any, earned on the Common Stock and, solely for such
purposes, an agreement that the employee's identity may be disclosed to the
taxing agency of the United States and the country in which the employee resides
or is employed, (7) to the extent applicable, whether an employee will make a
net or gross withholding election, (8) to the extent applicable, an election to
have the shares purchased on behalf of the participant on the Investment Date
for the Participation Period distributed to the participant in the form of a
share certificate evidencing the number of whole shares so purchased, (9) a
notice that the employee's participation will continue unchanged in the Plan
unless the employee terminates from service or notifies the Company in writing
that the employee wishes to change participation, and (10) any other information
deemed necessary or desirable by the Company. The Company shall periodically
notify employees of the Plan and shall furnish enrollment applications when
requested by employees and take other necessary or appropriate action to enroll
Eligible Employees.
(c) The Plan participation of an employee shall cease when he or she is no
longer an Eligible Employee, terminates from service, upon payment to the
participant of his or her entire account, or upon the participant's death.
(d) The Company shall establish and maintain for all participants an account
showing the employee's interest under the Plan, designated in shares of Common
Stock, including separate accounts showing (1) the portion of the account
attributable to payroll deductions and (2) the portion of the account
attributable to the Company's Share, and all other relevant data pertaining
thereto. Each participant shall be furnished with a written statement of the
value of the account and the value of each other separate interest semiannually
and upon any distribution to the participant.
(e) No person shall be entitled to any right, title or interest in or to any
GESPP Fund assets or Common Stock except at the time and upon the applicable
terms and conditions expressly set forth in the Plan and the GESPP Fund
Agreement.
7. PARTICIPANT PAYROLL DEDUCTIONS
(a) A participant may make payroll deductions under the Plan only through
payroll deductions authorized by the participant. A participant may elect
payroll deductions under the Plan of up to ten percent (10%) of the
participant's Base Compensation for a Participation Period in multiples of one
percent (1%); PROVIDED, HOWEVER, no participant may purchase more than US
$25,000 worth of Common Stock each
10.3
<PAGE>
calendar year, as determined with reference to the opening price of the Common
Stock on the New York Stock Exchange on the first date of each Participation
Period during the calendar year (or the next preceding business day on the New
York Stock Exchange if that date is not a business day). The Company shall pay
to the GESPP Fund the payroll deductions for each Participation Period. Once a
participant has enrolled, participation shall be on a continuing basis at the
level selected by the participant until changed by the participant or until the
Plan has otherwise terminated.
(b) The participant may change the election for the rate of payroll
deductions, or resume making payroll deductions as of the first (1st) day of any
Participation Period by filing with the Company the appropriate forms before the
final entry date for the Participation Period.
(c) A participant may temporarily suspend all payroll deductions as of the
first (1st) day of the first reasonably practicable Pay Period, without
terminating participation in the Plan, by filing the prescribed election form
with the Company. Payroll deductions shall be automatically suspended during the
period of time that the participant (1) is no longer an Eligible Employee, (2)
ceases to receive Base Compensation or (3) remains employed after the
termination of the Plan with respect to the participant. A participant whose
payroll deductions have been suspended may resume making payroll deductions only
in accordance with Section 6(b).
(d) No later than is practicable with respect to each Investment Date for
each Participation Period, the Company shall deliver to the Fiduciary all
payroll deductions in cash for Pay Periods included in that Participation
Period.
8. COMPANY'S SHARE
(a) The Company shall contribute an amount to the GESPP Fund on behalf of
each participant who makes payroll deductions for a Participation Period equal
to the Company's Share for that Participation Period; PROVIDED, HOWEVER, that no
Company Share shall be made for a Participation Period on behalf of any
participant who is not employed by the Company on the last day of the
Participation Period. The Company's Share for a Participation Period shall be
paid to the GESPP Fund in the same manner and at the same time as the
corresponding payroll deductions, or as soon as administratively practicable
thereafter.
(b) In those countries where participants incur current tax and/or social
charges liability on the Company's Share when paid to the GESPP Fund and local
law permits the Company to withhold such liability from current pay, a
participant may make an election no more than once a year to either have
withholding taken from pay earned during a maximum of three (3) Pay Periods, to
the maximum extent permitted by law that is administratively practicable, or
from the Company Share attributable to the participant, thus resulting in a
smaller number of shares of Common Stock being allocated to the participant's
account.
9. INVESTMENT OF FUNDS
(a) All amounts received under the Plan for a Participation Period,
including payroll deductions and the amount of the Company Share, shall be
delivered to the Fiduciary and initially held in an unallocated account, to be
invested and reinvested in Common Stock on the corresponding Investment Date.
Notwithstanding the foregoing or other provisions of the Plan to the contrary,
in the event a participant is not employed by the Company on the last day of a
Participation Period or has ceased making payroll deductions during the
Participation Period, (1) no Common Stock will be purchased on behalf of the
participant for the corresponding Participation Period, (2) no Company Share
shall be made on behalf of the participant and (3) the Company shall return all
payroll deductions made by the participant for the Participation Period (but no
interest on such deductions).
(b) If allowed by the laws of the country, for each Participation Period, a
participant may elect to receive a share certificate evidencing the number of
whole shares purchased on behalf of the participant on the corresponding
Investment Date. In the event a participant makes such an election, the share
certificate shall be distributed to the participant as soon as practicable after
the Investment Date.
10.4
<PAGE>
(c) Any cash reserves shall be invested in a short-term interest bearing
current account maintained by the Fiduciary. Any cash awaiting investment in
Common Stock that is not denominated in U.S. dollars when received by the
Fiduciary shall be converted by the Fiduciary into cash denominated in U.S.
dollars no later than the end of the business day in the country of the
Fiduciary coincident with or next following the day such amounts are received.
Any currency exchange involving cash reserves may be made through the currency
exchange facilities of the Fiduciary unless and until NS Principal notifies the
Fiduciary to the contrary.
(d) If the Fiduciary advises NS Principal that it is not reasonably able to
prudently purchase or liquidate the necessary number of shares of Common Stock
on any Share Transaction Date, the number of shares purchased or liquidated with
respect to any participant who filed an election requesting the purchase or
liquidation of shares on a participant's behalf shall be reduced in proportion
to the ratio which the aggregate number of shares which the Fiduciary determines
may prudently be purchased or liquidated on the Share Transaction Date bears to
the aggregate number of shares which are otherwise to be purchased or liquidated
on behalf of all participants on that Share Transaction Date.
10. VALUATIONS AND MAINTENANCE OF PARTICIPANTS' ACCOUNTS
(a) Participants' accounts will be valued on a monthly basis. Such valuation
shall be conclusive and binding upon all persons having an interest in the GESPP
Fund.
(b) All amounts received by the Fiduciary shall be held in an unallocated
account and invested by the Fiduciary in cash reserves until applied on the
Investment Date for the Participation Period towards the acquisition of Common
Stock. As of that Investment Date, the Common Stock so acquired shall be
credited to the participant's account unless the participant has made an
election to receive a share certificate for the corresponding Participation
Period.
(c) Cash reserves shall be separately valued and all earnings on cash
reserves shall be credited to the corresponding unallocated account and no
earnings on cash reserves shall be credited to any participant's account.
(d) In valuing Common Stock as of any date, the Share Value shall be
determined on that date. The value of any account as of any date, if expressed
in the monetary units of a specific currency shall, to the extent necessary, be
determined by applying the Fiduciary's applicable closing currency exchange
conversion rate on the date, or if not feasible, by applying a similarly
objective standard.
(e) The earnings on the portion of the unallocated account in the GESPP Fund
invested in cash reserves shall be used to pay the expenses of administering the
Plan. Any residual taxes or expenses shall be equitably allocated among the
constituent separate accounts for each country.
(f) Brokerage fees, transfer taxes and any other expenses incident to the
purchase or sale of Common Stock by the Fiduciary shall be deemed to be part of
the cost of the purchase or sale of the Common Stock unless the Corporation, NS
Principal or the Company elects to pay such fees, taxes or other expenses.
11. SALES OF SHARES
(a) A participant may elect to sell shares from his or her account and the
Share Value derived from the Sales Price for such sale shall be paid as soon as
practicable after the applicable Sales Date, by filing an election with the
Company.
(b) The participant's sales request shall specify the number of whole shares
the participant wishes to be liquidated and the proceeds therefrom paid to him
or her. The number of shares the participant has selected shall then be
liquidated (or such lesser number that may be liquidated by reason of Section
9(d)) on the applicable Sales Date. The cash amount paid to the participant
shall be the Share Value for the shares liquidated for the Sales Price on the
Sales Date.
(c) The Share Value based on the Sales Price to be paid to a participant who
has requested a sale of shares shall be made in a cash lump sum payment as soon
as practicable after the applicable Sales Date. In no event may a participant
who is still employed receive any portion of such payment in the form of a share
certificate.
10.5
<PAGE>
(d) The cash amount to be paid to a participant (or in the case of the
participant's death, his or her beneficiary) under Sections 10 or 11, shall be
converted, if necessary, into the appropriate currency for the country of the
participant's employment on the applicable Sales Date, if the currency exchange
is effected by the Fiduciary. If any necessary currency exchange is not effected
by the Fiduciary, the conversion shall occur as soon as practicable after the
Sales Date.
12. SPECIAL RULES UPON AND AFTER TERMINATION FROM SERVICE
(a) Upon termination from service during a Pay Period, a participant (or
upon his or her death, his or her beneficiary) may receive payment for his or
her account as soon as possible after the first practicable Sales Date following
the calendar month during which such Pay Period ends. Upon or after termination
from Service, any cash reserves (but no interest on such cash reserves) not
invested in Common Stock on the Investment Date next preceding the Sales Date on
which the entirety of the participant's account is to be distributed to the
participant (or his or her beneficiary in the event of the participant's death)
shall be credited to the participant's account as of such Sales Date.
(b) Upon termination from service, a participant has the option to keep his
or her account in effect, provided the total number of shares in the account is
more than fifty (50). Upon termination from service, and if permitted by
applicable law, a participant (but not the participant's beneficiary in the
event of the participant's death) may elect a one-time share distribution by
filing an election with the Company. A share distribution shall consist of (1) a
share certificate evidencing the number of whole shares credited to the
participant's account, as of the applicable Sales Date and (2) the cash Share
Value of any fractional share liquidated for the Sales Price, or cash reserves
credited to the participant's account as of such Sales Date.
(c) If a participant has fifty (50) or fewer shares credited to his or her
account upon or after termination from service and if the participant does not
elect a share distribution in accordance with Section 12(b), the participant
shall automatically receive a cash lump sum payment for his or her entire
account. If a participant dies while in service or after his or her termination
from service, then at the first practicable Sales Date thereafter following
notice to the Company of the participant's death, the participant's beneficiary
shall automatically receive a cash lump sum payment for the participant's entire
account. For purposes of this Section, the cash lump sum payment shall be in an
amount equal to the sum of (1) the aggregate Share Value obtained by liquidating
all remaining shares credited to the participant's account for the Sales Price
on the applicable Sales Date and (2) any cash reserves credited to such
participant's account as of such Sales Date.
13. RIGHTS AND RESTRICTIONS APPLICABLE TO SHARES
(a) All shares (including any fractional shares) held in the GESPP Fund
shall be voted by the Fiduciary at the direction of participants in accordance
with rules adopted by NS Principal.
(b) In the event any transaction which is evidenced by the filing of a
Statement on Schedule 14D-1 with the Securities and Exchange Commission under
the United States Securities Exchange Act of 1934, or in the event of any other
similar transaction (a "Tender Offer"), including, but not limited to, a
"self-tender", then, all, any part or none of the Common Stock (including any
fractional shares) held in the GESPP Fund shall be tendered and sold or
exchanged pursuant to such Tender Offer by the Fiduciary at the direction of
participants in accordance with rules adopted by NS Principal. Each participant
shall have the right to direct the Fiduciary to tender and sell or exchange,
pursuant to such Tender Offer, all, any part or none of that number of shares
credited to the participant's account as of the Sales Date next preceding the
date the Fiduciary is notified of the initiation of such Tender Offer.
(c) Shares held or distributed by the Fiduciary may include such legends or
may be subject to such terms, conditions, stop-transfer orders or other
restrictions on transferability as NS Principal may reasonably require in order
to assure compliance with the applicable (1) securities or other laws or
regulations of any country or (2) the terms of the Plan or the GESPP Fund
Agreement. Each person who has shares distributed to him or her from the GESPP
Fund shall be issued a certificate for the shares which shall be registered in
the name of the recipient, and may bear an appropriate legend reciting the
terms, conditions, and restrictions applicable to such shares and may be subject
to appropriate stop-transfer orders.
10.6
<PAGE>
(d) The Corporation, NS Principal and each Company shall take all reasonable
actions to assure that, as of each Sales Date, the Fiduciary has an accurate
list of all participants and the number of shares credited to their accounts.
The Corporation, NS Principal and each Company agree to render any reasonably
necessary and appropriate assistance that the Fiduciary requests to assure a
proper distribution of any cash dividends, an accurate and confidential
collection and tabulation of voting directions and, for purposes of Section
13(b), a timely tender by the Fiduciary in accordance with such directions,
including, but not limited to, reasonable compliance with applicable securities
or other laws or regulations for each applicable country.
(e) The number of shares authorized for the Plan and participants' accounts
shall be equitably adjusted in the event of any changes in the outstanding
shares of the Corporation by reason of any share dividend or split,
recapitalization, rights issue, merger, consolidation, spin-off, reorganization,
combination or exchange of shares or other similar corporate change.
(f) The Plan shall not affect in any way the right or power of the
Corporation or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation, or
any issue of stock or shares or of options, warrants or rights to purchase stock
or shares or of bonds, debentures, preferred or prior preference stocks whose
rights are superior to or affect shares or the rights thereof or which are
convertible into or exchangeable for shares, or the dissolution or liquidation
of the Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
14. DESIGNATION OF BENEFICIARIES
(a) If and to the extent it supersedes any laws of general application of a
country that specifies the persons or entities who are to receive payment for a
participant's account upon a participant's death, then the participant shall
file with the Company on the prescribed beneficiary designation form, a
designation of one or more persons as the beneficiary who shall be entitled to
receive the amount, if any, payable under the Plan upon his or her death. A
participant may from time to time revoke or change the beneficiary designation
without the consent of any prior beneficiary by filing a new designation form
with the Company. The last such designation form received by the Company shall
be controlling provided it is received by the Company prior to the participant's
death.
(b) If no designation meeting the requirements of Section 14(a) is effective
at the time of a participant's death, or if no beneficiary survives the
participant, the amount, if any, payable under the Plan upon the participant's
death shall be paid to the participant's spouse or if the participant has no
spouse, then to his or her estate.
(c) The Company may require and rely upon such proof of death and such other
evidence of the right of any person to receive any amount payable under the Plan
as the Company may deem appropriate. If the Company is in doubt as to the right
of any person to receive such amount, the Company may direct the Fiduciary to
pay such amount into any court of appropriate jurisdiction and such payment
shall be a complete discharge of the liability of the Plan, the GESPP Fund and
any Company therefor.
(d) Notwithstanding the foregoing provisions, in the event the laws of
general application of a country would override any beneficiary designation,
then a participant's beneficiary designation shall automatically be the persons
or entities that are entitled to receive payment for the participant's account
upon the participant's death under the applicable laws of the country.
15. ADMINISTRATION -- SPECIFIC PROVISIONS
(a) Each Company shall have general responsibility for the administration
and interpretation of the Plan for its employees and NS Principal shall have
overall responsibility for the operation of the Plan in all countries. In the
case of any inconsistency or conflict between a decision, determination,
construction or interpretation by NS Principal and the Company, the decision,
determination, construction or interpretation by NS Principal shall control
unless NS Principal elects otherwise.
10.7
<PAGE>
(b) The Fiduciary shall have responsibility for the management and control
of the assets of the GESPP Fund. NS Principal shall periodically review the
performance and methods of the Fiduciary under the Plan and may appoint and
remove or change any such Fiduciary.
(c) NS Principal or the Company may engage such certified public accountants
or legal counsel, and make use of such agents and clerical or other personnel,
as NS Principal or the Company shall require or may deem advisable for purposes
of meeting their responsibilities under the Plan. NS Principal or the Company
may rely upon the written opinion of such counsel and such accountants or such
other experts to which it reasonably delegates responsibilities. NS Principal or
the Company may delegate to any such agent its authority to perform any of its
responsibilities hereunder; PROVIDED, HOWEVER, that such delegation shall be
subject to revocation at any time at the discretion of NS Principal or the
Company, as the case may be.
(d) No employee, officer or member of the Board or equivalent governing body
of the Corporation, NS Principal or any NS Company shall be personally liable by
reason of any contract or other instrument duly executed by him or her, or on
his or her behalf, in respect of the Plan, nor for any mistake of judgment made
in good faith.
16. ADOPTION AND WITHDRAWAL BY PARTICIPATING NS COMPANIES
(a) Any Company may adopt the Plan by appropriate corporate or other action
with the consent of NS Principal.
(b) Any Company may withdraw from its participation in the Plan by giving NS
Principal and the Fiduciary prior notice specifying a withdrawal date which
shall be a Sales Date at least sixty (60) days (or such shorter period as NS
Principal may consent to) subsequent to the date such notice is received by NS
Principal. NS Principal may terminate any Company's participation in the Plan,
as of any withdrawal date it specifies, for any reason, including, but not
limited to, the failure of the Company to pay the proper Company Share to the
GESPP Fund or to take appropriate action to assure compliance with any other
provision of the Plan, the GESPP Fund Agreement or with any applicable
requirements of any country or agency. Notice of any withdrawal of a Company
from the GESPP by NS Principal shall be given to the Fiduciary and the
withdrawing Company. The transfer of a Company or a division, facility,
operation or trade or business of a Company to an entity that is not an NS
Company, with respect to a group of participants, shall be treated as a
withdrawal of a participating Company for purposes of this Section without
further action by NS Principal or any Company.
(c) Upon the withdrawal of any participating Company, no further payroll
deductions or corresponding Company Share on behalf of affected participants
shall be made for Pay Periods ending after the withdrawal date, and no amount
shall thereafter be payable under the Plan to or in respect of any affected
participants except as provided herein. Any rights of participants or employees
who had been or are employed by other NS Companies shall be unaffected by such
withdrawal and any transfers, distributions or other dispositions of the assets
of the GESPP Fund attributable to the employees of a withdrawing Company shall
constitute a complete discharge of all liabilities under the Plan and the GESPP
Fund with respect to such Company's participation in the Plan and with respect
to any affected participant or beneficiary.
(d) Upon a Company's withdrawal from the Plan, NS Principal may direct that
the accounts of affected participants continue to be maintained under the Plan
as if such withdrawal had not occurred, or, after payment of or provision for
expenses and charges and appropriate adjustment of the accounts of all such
participants as described in Section 17 (as if the withdrawal date were the
termination date), the value of such Accounts may be paid from the GESPP Fund in
the manner described in Section 17.
17. AMENDMENT OR TERMINATION OF THE PLAN, GESPP FUND AND GESPP FUND AGREEMENT
(a) NS Principal and the Corporation reserve the right at any time, either
prospectively or retroactively, to amend, suspend or terminate the Plan, any
contributions thereunder or the GESPP Fund, in whole or in part, and for any
reason and without the consent of any participant, beneficiary or Company. The
Company reserves the right, with the consent of NS Principal and the
Corporation, at any time either
10.8
<PAGE>
prospectively or retroactively, to amend or suspend the Plan with respect to its
employees working in a country, or any contributions thereunder, in whole or in
part, and for any reason without the consent of any participant or beneficiary.
No amendment may be made except upon approval of the shareholders of the
Corporation which will increase the number of shares authorized for the Plan,
alter the purchase price formula for stock purchased under the Plan, otherwise
materially increase the benefits accruing to Plan participants or materially
modify the requirements for Plan participation. Notwithstanding the foregoing,
and except as provided in Sections 16 and 17, no action shall reduce the number
of shares credited to any participant's account prior to such action, nor
otherwise materially and substantially diminish any participant's rights with
respect to shares credited to his or her account under the Plan prior to such
action, as determined by NS Principal or the Company with NS Principal's
consent, as the case may be. Prompt notice specifying the adoption date and
effective date of any amendment, modification, suspension or termination of the
Plan shall be given by the Corporation, NS Principal or the Company, whichever
adopts the action, to the others, the Fiduciary and to all Companies.
(b) Upon complete termination of the Plan by NS Principal for all NS
Companies, no further payroll deductions or corresponding Company Share shall be
made for Pay Periods ending after the effective date of termination (the
"termination date"), and no amount shall thereafter be payable under the Plan
except as provided herein. Transfers, distributions or other dispositions of the
assets of the GESPP Fund as provided in this Section shall constitute a complete
discharge of all liabilities under the Plan and the GESPP Fund.
(c) Upon complete termination of the Plan, final valuation of the GESPP Fund
and each constituent part shall be made in a manner consistent with the
provisions of Section 10, to the extent it is practicable, and such provisions
shall be applied as if the termination date was a Sales Date following the
participant's request for a share distribution upon termination from service.
(d) Subject to receipt of such legal determinations, approvals or
notifications as NS Principal may deem necessary or advisable for a country with
the advice of the Company, as soon as practicable after the final valuation of
the Fund as provided herein, the entire balance of the account of each
participant in service shall be distributed to the participant (or, in the case
of the participant's intervening death, his or her beneficiary) in a lump sum
payment, in cash or shares, at the election of NS Principal, and in accordance
with such other uniform terms and conditions as may be established by the
Company.
18. GENERAL LIMITATIONS AND PROVISIONS
(a) Each participant shall bear all risks in connection with any decrease in
the value of the assets of the GESPP Fund and the participant's account. Neither
NS Principal, the Corporation nor the Company, nor any employee, officer or
director thereof, shall be liable or responsible therefor.
(b) Any NS Company may cause to be made, as a condition prior to any payment
in connection with the Plan, appropriate arrangements for the withholding of any
taxes or social charges required for a country.
(c) The separate account for a country maintained as a constituent part of
the GESPP Fund shall be the sole source of payment under the Plan for that
country and the Corporation and NS Principal shall not have any responsibility
for payment. Each person who shall claim the right to any payment under the Plan
shall be entitled to look only to the employing Company for such payment and
shall not have any right, claim or demand therefor against the GESPP Fund, the
Corporation or NS Principal, or any employee, officer, director or agent
thereof.
(d) Nothing contained in the Plan shall give any employee the right to be
retained in the employment of any NS Company or affect the right of any employer
to dismiss any employee and the adoption and maintenance of the Plan shall not
constitute an inducement to, or condition of, the employment of any employee.
(e) No amount payable at any time under the Plan shall be subject in any
manner to alienation in any form or of any kind subject to the debts or
liabilities of any person, and any attempt to so alienate or subject any such
amount, whether presently or thereafter payable, shall be void. If any person
shall, or attempt to, alienate, sell, transfer, assign, pledge, attach, charge
or otherwise encumber any amount payable under the Plan or any part thereof or
if, by reason of his or her bankruptcy or other event happening at any such
time,
10.9
<PAGE>
such amount would be made subject to his or her debts or liabilities or would
otherwise not be enjoyed by him or her, then the Company, if it so elects, may
direct that such amount be withheld and that the same or any part thereof be
paid or applied to or for the benefit of such person, his or her spouse,
children or other dependents, or any of them, in such manner and proportion as
the Company may deem proper.
(f) The Company with consent of NS Principal may make such rules as deemed
appropriate for handling payment of accounts to lost participants or
beneficiaries.
(g) The GESPP Fund Agreement constitutes a part of the Plan. Any and all
rights accruing to any person under the Plan shall be subject to the terms of
the GESPP Fund Agreement. Except as otherwise provided in the Plan, in no event
shall any part of any constituent separate account of the GESPP Fund be used for
or diverted to any purposes other than for the exclusive benefit of
corresponding participants and their beneficiaries under the Plan for that
country.
(h) If any Company Share or payroll deduction is paid by mistake of fact or
law, an amount shall be returned upon the direction of the Company to the
Fiduciary as soon as practicable in accordance with rules adopted by the NS
Principal.
(i) All elections, designations, requests, notices, instructions and other
transmittals or communications from any person to the Corporation, NS Principal
or any Company required or permitted under the Plan shall be in writing, and
communications will be deemed received under the rules established for the Plan
for receipt of communications made in accordance with such procedures and forms
as such companies respectively may establish.
(j) Except as otherwise expressly required under the laws of a country, the
Plan and all rights thereunder shall be governed by and construed in accordance
with the laws of the state of Delaware, United States of America. Should any
provision of this Plan be determined by a court of competent jurisdiction to be
unlawful or unenforceable for a country, such determination shall in no way
affect the application of that provision in any other country, or any of the
remaining provisions of the Plan.
10.10
<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>
