<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995
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 Number)
</TABLE>
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices) (Zip
Code)
STOCK OPTION 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
(Name and address of agent for service) (Zip
Code)
Telephone number, including area code, of agent for service (408) 721-6529
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, ($0.50 par value).... 5,000,000 shs. $28.065 $140,312,500 $48,383.62
<FN>
(1) Computed on the basis of the average of the high and low sales price of the
Common Stock on July 26, 1995 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).
</TABLE>
------------------------
* PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS WHICH
FORMS A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO 27,754,929 SHARES
UNDER REGISTRANT'S STOCK OPTION PLAN (FORMERLY NAMED THE 1977 STOCK OPTION
PLAN) THAT WERE PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENTS 2-92468,
33-189-13, AND 33-48941 WITH RESPECT THERETO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 STATEMENTS
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 28, 1995, including the portions of the Company's 1995 Annual Report and
the Company's Proxy Statement for the 1995 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
28, 1995;
(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 2,884
shares of Common Stock owned directly and indirectly by him, together with the
21,750 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 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) Copy of
Certificate of Amendment of Certificate of Incorporation dated September 30,
1994 (2)
4-B Copy of Registrant's By-Laws (2)
5 Opinion re legality
10 National Semiconductor Corporation Stock Option Plan
23-A Consent of KPMG Peat Marwick LLP
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.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
May 28, 1995.
</TABLE>
II-2
<PAGE>
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) 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 the
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, California, on the 28th day of July, 1995.
NATIONAL SEMICONDUCTOR CORPORATION
By /s/ GILBERT F. AMELIO
--------------------------------------
Gilbert F. Amelio
Chairman of the Board, President and
Chief Executive Officer
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 28TH DAY OF JULY, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------------- ------------------------------------------------------
<C> <S>
/s/ GILBERT F. AMELIO Chairman of the Board, President and Chief Executive
---------------------------------------- Officer (Principal Executive Officer)
(Gilbert F. Amelio)
/s/ DONALD MACLEOD* Executive 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)
/s/ MODESTO A. MAIDIQUE* Director
----------------------------------------
(Modesto A. Maidique)
/s/ EDWARD R. MCCRACKEN* Director
----------------------------------------
(Edward R. McCracken)
/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 PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- --------- ---------------------------------------------------------------------------------------------- -----------
<S> <C> <C>
4-A Copy of Registrant's Restated Certificate of Incorporation (1) Copy of Certificate of
Amendment of Certificate of Incorporation dated September 30, 1994 (2)
4-B Copy of Registrant's By-Laws (2)
5 Opinion re legality
10 National Semiconductor Corporation Stock Option Plan
23-A Consent of KPMG Peat Marwick LLP
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.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
May 28, 1995.
</TABLE>
<PAGE>
[National Semiconductor Corporation LETTERHEAD]
EXHIBIT 5
July 28, 1995
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 an additional 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 Stock Option Plan, as amended and restated
(the "Plan"), formerly known as the Company's 1977 Stock Option 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
STOCK OPTION PLAN
(as amended through January 19, 1995)
1. TITLE OF PLAN
The title of this Plan is the National Semiconductor Corporation Stock
Option Plan, hereinafter referred to as the "Plan", and formerly known as the
National Semiconductor Corporation 1977 Stock Option Plan.
2. PURPOSE
The Plan is intended to align the interests of eligible key employees of
National Semiconductor Corporation (hereinafter called the "Corporation") and
its subsidiaries (as hereinafter defined) with the interests of the stockholders
of the Corporation and to provide incentives for such employees to exert maximum
efforts for the success of the Corporation. By extending to key 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 stockholders by making it possible for the Corporation to attract and
retain the best available talent and by rewarding key management and technical
personnel for their part in increasing the value of the Corporation's shares.
It is further intended that options granted pursuant to this Plan may be
incentive stock options under Section 422A of the Internal Revenue Code of 1986,
as amended (the "Code"), or may be options which are not incentive stock options
(hereinafter called "non-qualified stock options").
3. STOCK SUBJECT TO THE PLAN
There will be reserved for issue upon the exercise of options granted under
the Plan 32,754,929 shares of the Corporation's $.50 par value Common Stock,
subject to adjustment as provided in Paragraph 8, which may be unissued shares,
reacquired shares, or shares bought on the market. If any option which shall
have been granted shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares shall again become available for the
purposes of the Plan (unless the Plan shall have been terminated).
4. ADMINISTRATION
(a) The Plan shall be administered by a committee of the Board of
Directors of the Corporation (the "Committee") which shall be appointed by a
majority of the whole Board. The Committee shall be constituted to permit the
Plan to comply with (i) Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 ("Exchange Act") and any successor rule and (ii) IRS regulations issued
under Section 162(m) of the Code, and shall initially consist of not less than
three members of the Board, all of whom are ineligible for benefits under the
Plan and none of whom has been so eligible for at least one year prior to
serving on such Committee.
<PAGE>
(b) The Committee shall have the plenary power, subject to and within
the limits of the express provisions of the Plan:
(i) To determine from time to time which of the eligible persons
shall be granted options under the Plan; the time or times (during the term of
the option) within which all or portions of each option may be exercised and the
number of shares for which an option or options shall be granted to each of
them. Notwithstanding the foregoing, no person may be granted more than 500,000
options during any one fiscal year of the Corporation.
(ii) To construe and interpret the Plan and options granted under
it, 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 option agreement in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(iii) To prescribe the terms and provisions of each option granted
(which need not be identical).
(iv) To determine whether options granted shall be incentive stock
options or non-qualified stock options.
(v) To determine whether options granted shall be transferable
without consideration to immediate family members or family trusts for the
benefit of optionee's immediate family members. As used herein, "immediate
family" means parents, spouses and children.
(c) The Committee shall not have the authority to grant new options in
exchange for the cancellation of stock options previously granted under the Plan
or under any other stock option plan of the Corporation.
5. ELIGIBILITY
Options may be granted only to regular salaried officers and key employees
of the Corporation and its subsidiaries. The term "subsidiary" corporation
shall mean 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. A director of the Corporation shall not be eligible for the
benefits of the Plan unless such person also is a regular salaried employee of
the Corporation and/or of any subsidiary.
6. TERMS OF OPTION AND OPTION AGREEMENTS
Each option shall be evidenced by a written Stock Option Agreement which
may expressly identify the options as incentive stock options or as non-
qualified stock options, and be in such form and contain such provisions as the
Committee shall from time to time deem appropriate;
2
<PAGE>
provided, however, that the grant of a non-qualified option pursuant to this
Plan shall in no way be construed to be an alternative to the right of an
employee to purchase stock pursuant to any incentive stock option heretofore or
hereafter granted to an employee pursuant to any stock option plans now in
existence or hereafter adopted by the Corporation. The terms of the option
agreements need not be identical, but each option agreement shall include, by
appropriate language, or be subject to, the substance of all of the applicable
following provisions:
(a) The purchase price under each option granted shall be as determined
by the Committee but shall in no instance be less than 100% of fair market value
on the date of grant. The fair market value on the date of grant shall be the
opening price of the Common Stock on the New York Stock Exchange on such date
(or if there shall be no trading on such date, then on the first previous date
on which there is such trading).
(b) The maximum term of any incentive stock option shall be ten years
from the date it was granted.
(c) The maximum term of any non-qualified stock option shall be ten years
and one day from the date it was granted.
(d) An option may not be exercised to any extent, either by the person to
whom it was granted or by the grantee's transferee, or by any person after the
grantee's death, unless the person to whom the option was granted has remained
in the continuous employ of the Corporation, or of a subsidiary, for not less
than six months from the date when the option was granted. Otherwise, each
option shall be exercisable as determined by the Committee.
(e) The Corporation, during the terms of options granted under the Plan,
at all times will keep available the number of shares of stock required to
satisfy such options.
(f) The Corporation will seek to obtain from each regulatory commission
or agency having jurisdiction such authority as may be required to issue and
sell shares of stock to satisfy such options. Inability of the Corporation to
obtain from any such regulatory commission or agency authority which counsel for
the Corporation deems necessary for the lawful issuance and sale of its stock to
satisfy such options shall relieve the Corporation from any liability for
failure to issue and sell stock to satisfy such options pending the time when
such authority is obtained or is obtainable.
(g) Neither a person to whom an option is granted nor his or her
transferee, legal representative, heir, legatee, or distributee, shall be deemed
to be the holder of, or to have any of the rights of a holder with respect to,
any shares subject to such option unless and until he or she has exercised his
or her option pursuant to the terms thereof.
(h) In order to be exempt under Section 16 of the Exchange Act, the
option may not be transferable except by will or by the laws of descent or
distribution, and during the lifetime of the person to whom the option is
granted he or she alone may exercise it.
(i) An option shall terminate and may not be exercised if the person to
whom it is granted ceases to be continuously employed by the
-3-
<PAGE>
Corporation, or by a subsidiary of the Corporation, except (subject nevertheless
to the last sentence of this subparagraph (h)): (1) if the grantee's continuous
employment is terminated for any reason other than (i) retirement, (ii)
permanent disability, or (iii) death, the grantee or the grantee's transferee
may exercise the option to the extent that the grantee was entitled to exercise
such option at the date of such termination at any time within a period of three
(3) months following the date of such termination, or if the grantee shall die
within the period of three (3) months following the date of such termination
without having exercised such option, the option may be exercised within a
period of one year following the grantee's death by the grantee's transferee or
the person or persons to whom the grantee's rights under the option pass by will
or by the laws of descent or distribution but only to the extent exercisable at
the date of such termination; (2) if the grantee's continuous employment is
terminated by (i) retirement, (ii) permanent disability, or (iii) death, the
option may be exercised in accordance with its terms and conditions at any time
within a period of five (5) years following the date of such termination by the
grantee or the grantee's transferee, or in the event of the grantee's death, by
the persons to whom the grantee's rights under the option shall pass by will or
by the laws of descent or distribution; (3) if the grantee's continuous
employment is terminated and within a period of ninety (90) days thereafter the
grantee is recalled to the active payroll, the Committee may reinstate any
portion of the option previously granted but not exercised. Nothing contained
in this subparagraph (h) is intended to extend the stated term of the option and
in no event may an option be exercised by anyone after the expiration of its
stated term.
(j) Option agreements evidencing incentive stock options shall contain
such terms and provisions as may be necessary to render them incentive stock
options pursuant to Section 422A of the Code and the Income Tax Regulation
thereunder, as the same or any successor statute or regulations may at the time
be in effect.
(k) Nothing in this Plan or in any option granted hereunder shall confer
on any optionee any right to continue in the employ of the Corporation or any of
its subsidiaries, or to interfere in any way with the right of the Corporation
or any of its subsidiaries to terminate his or her employment at any time.
7. TIME OF GRANTING OPTION
The Committee shall determine the date on which options are granted under
the Plan. All options granted must be approved at a meeting of the Committee by
a majority of the members of the Committee. If an option agreement is not
executed by an employee and returned to the Corporation on or prior to ninety
(90) days after the date the option is granted (or such earlier date as the
Committee may specify), such option shall terminate.
8. ADJUSTMENT IN NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of the Corporation
-4-
<PAGE>
through the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges of
shares, or otherwise, the number of shares available for option, as well as the
shares subject to any option and the option price thereof, shall be
appropriately adjusted by the Committee.
9. PAYMENT OF PURCHASE PRICE AND WITHHOLDING TAXES
(a) The purchase price for all shares purchased pursuant to options
exercised must be either paid in full in cash, or paid in full, with the consent
of the Committee, in Common Stock of the Corporation valued at fair market value
on the date of exercise or a combination of cash and Common Stock. Fair market
value on the date of exercise is the opening price of the Common Stock on the
New York Stock Exchange on such date, or if there shall be no trading on such
date, then on the first previous date on which there was such trading.
(b) The Committee may permit the payment of all or part of the applicable
withholding taxes due upon exercise of an option, up to the highest marginal
rates then in effect, by the withholding of shares otherwise issuable upon
exercise of the option. Option shares withheld in payment of such taxes shall
be valued at the fair market value of the Corporation's Common Stock on the date
of exercise as defined herein.
10. CHANGE IN CONTROL
In the event the Corporation 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 the
vesting of any outstanding options granted hereunder. The Committee may also
ask the Board of Directors to negotiate, as part of any agreement involving a
sale or merger of the Corporation, a sale of substantially all the Corporation's
assets or similar transaction, terms providing protection for employees holding
options under the Plan.
11. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
(a) The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law. The Board will seek stockholder approval of an
amendment if determined to be required by or advisable under regulations of the
Securities and Exchange Commission or the Internal Revenue Service, the rules of
any stock exchange on which the Corporation's stock is listed, or other
applicable law or regulation.
(b) The Plan shall continue in effect until all shares available for
issuance under the Plan have been issued. An option may not be granted while
the Plan is suspended or after it is terminated.
(c) The rights and obligations under any options granted while the Plan
is in effect shall not be altered or impaired by amendment, suspension or
termination of the Plan, except with the consent of the person to whom the
option was granted or the grantee's transferee or to whom rights under an option
shall have passed by will or by the laws of descent and distribution.
-5-
<PAGE>
12. EFFECTIVE DATE
The Plan, as amended and restated, shall become effective on April 22,
1994, subject to approval by the stockholders of the Corporation within twelve
(12) months after said date.
-6-
<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 7, 1995, incorporated
herein by reference. Our report covering the Company's May 28, 1995
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
July 27, 1995
<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.
SIGNATURE DATE
--------- ----
/S/ GILBERT F. AMELIO July 20, 1995
- ------------------------------
Gilbert F. Amelio
/S/ GARY P. ARNOLD July 20, 1995
- ------------------------------
Gary P. Arnold
/S/ ROBERT BESHAR July 20, 1995
- ------------------------------
Robert Beshar
/S/ MODESTO A. MAIDIQUE July 20, 1995
- ------------------------------
Modesto A. Maidique
/S/ EDWARD R. MCCRACKEN July 27, 1995
- ------------------------------
Edward R. McCracken
/S/ J. TRACY O'ROURKE July 20, 1995
- ------------------------------
J. Tracy O'Rourke
/S/ CHARLES E. SPORCK July 20, 1995
- ------------------------------
Charles E. Sporck
/S/ DONALD E. WEEDEN July 20, 1995
- ------------------------------
Donald E. Weeden
-7-
<PAGE>
Exhibit 24.0
(page 2)
/S/ DONALD MACLEOD July 17 , 1995
- ------------------------------
Donald Macleod
/S/ ROBERT B. MAHONEY July 17 , 1995
- ------------------------------
Robert B. Mahoney
-8-
