<PAGE>
As filed with the Securities and Exchange Commission on May ____, 1997
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 registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 95-2095071
(State or other jurisdiction of 2900 Semiconductor Drive (I.R.S. Employer
incorporation or organization) P.O. Box 58090 Identification Number)
Santa Clara, California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408)721-5000
</TABLE>
----------------------
NATIONAL SEMICONDUCTOR CORPORATION STOCK OPTION PLAN
and
NATIONAL SEMICONDUCTOR CORPORATION 1997 EMPLOYEES STOCK OPTION PLAN
(Full title of the plans)
----------------------
JOHN M. CLARK III, Esq.
Senior Vice President, General Counsel
and Secretary
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, CA 95052-8090
(408)721-5000
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Title of Shares Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 16,600,000 shs $25.875 $429,525,000 $130,159.09
$0.50 par value
- ----------------------------------------------------------------------------------------
Preferred Stock (2)
Purchase Rights
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low prices of the
Common Stock on May 5, 1997 of $25.875 per share, as reported on the New
York Stock Exchange Composite Transactions, which is used as the estimate
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.
* Pursusant to Rule 429 under the Securities Act of 1933, the propsectus
which forms a part of this Registration statement also relates to
32,754,929 shares under the Registrant's Stock Option Plan that were
previously registered under Registration Statements 2-92468, 33-189-13, 33-
48941, and 33-61377 with respect thereto.
<PAGE>
PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commissions
(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.
I-1
<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
under Commission File Number 1-6453 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
26, 1996, including the portions of the Company's 1996 Annual Report
and the Company's Proxy Statement for the 1996 Annual Meeting of
Stockholders incorporated therein by reference;
(b) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities and Exchange Act of 1934 ("Exchange Act")
since May 26, 1996;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; 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
and any amendments thereto filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 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 of 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 documents which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statements. 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 14,710 shares of Common Stock owned directly and
indirectly by him and the 80,000 shares of Common Stock subject to options
held by him exceeds $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.
II-1
<PAGE>
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.
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 attorney's
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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-2
<PAGE>
ITEM 8. TABLE OF EXHIBITS
4.1 Second Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-3 Registration No. 33-52775, which became effective
March 22, 1994); Certificate of Amendment of Certificate of Incorporation
dated September 30, 1994 (incorporated by reference from the Exhibits to
the Company's Registration Statement on Form S-8 Registration No. 333-09957
which became effective August 12, 1996).
4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the
Company's 10-Q for the quarter ended November 21, 1996, filed December 20,
1996).
4.3 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 Registration
No. 33-48935, which became effective October 5, 1992).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form 8-A filed August 10, 1988). First
Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibits to the Company's Amendment No.
1 to the Registration Statement on Form 8-A filed December 11, 1995).
Second Amendment to the Rights Agreement dated as of December 17, 1996
(incorporated by reference from the Exhibits to the Company's Amendment No.
2 to the Registration Statement on Form 8-A filed January 17, 1997.)
5.1 Opinion re Legality
10.1 National Semiconductor Corporation Stock Option Plan
10.2 National Semiconductor Corporation 1997 Employees Stock Option Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
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;
II-3
<PAGE>
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 of 1933 (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; and
(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, unenforeceable. 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-4
<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 7th day of May
1997.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
-------------------------------------------
Brian L. Halla
Chairman of the Board, 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 7TH DAY OF MAY, 1997.
BRIAN L. HALLA* Chairman of the Board, President
- ------------------------------------ and Chief Executive Offficer
(Brian L. Halla) (Principal Executive Officer)
DONALD MACLEOD* Executive Vice President, Finance
- ------------------------------------ and Chief Financial Officer
(Donald MacLeod) (Principal Financial Officer)
RICHARD D. CROWLEY, JR.* Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
(Richard D. Crowley, Jr.)
GARY P. ARNOLD* Director
- ------------------------------------
(Gary P. Arnold)
ROBERT BESHAR* Director
- ------------------------------------
(Robert Beshar)
EDWARD R. McCRACKEN* Director
- ------------------------------------
(Edward R. McCracken)
MODESTO A. MAIDIQUE* Director
- ------------------------------------
(Modesto A. Maidique)
J. TRACY O'ROURKE* Director
- ------------------------------------
(J. Tracy O'Rourke)
CHARLES E. SPORCK* Director
- ------------------------------------
(Charles E. Sporck)
DONALD E. WEEDEN* Director
- ------------------------------------
(Donald E. Weeden)
By: /s/ JOHN M. CLARK III
--------------------------------
John M. Clark III
Attorney-in-Fact
II-5
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
- -------------------------------------------------------------------------------------------
<S> <C> <C>
4.1 Second Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 Registration No. 33-52775, which
became effective March 22, 1994); Certificate of Amendment of
Certificate of Incorporation dated September 30, 1994 (incorporated by
reference from the Exhibits to the Company's Registration Statement on
Form S-8 Registration No. 333-09957 which became effective August 12,
1996.)
4.2 By-Laws of the Company (incorporated by reference from the Exhibits to
the Company's 10-Q for the quarter ended November 24, 1996, filed
December 20, 1996.)
4.3 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3
Registration No. 33-48935, which became effective October 5, 1992).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form 8-A filed August 10, 1988).
First Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibits to the Company's
Amendment No. 1 to the Registration Statement on Form 8-A filed
December 11, 1995). Second Amendment to the Rights Agreement dated as
of December 17, 1996 (incorporated by reference from the Exhibits to
the Company's Amendment No. 2 to the Registration Statement on Form
8-A filed January 17, 1997.)
5.1 Opinion re Legality
10.1 National Semiconductor Corporation Stock Option Plan
10.2 National Semiconductor Corporation 1997 Employees Stock Option Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
May 7, 1997
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 16,600,000 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 the Company's 1997 Employees Stock Option Plan (collectively,
the "Plans.")
In connection with this opinion, I have examined the Plans, 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 Plans, 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 10.1
NATIONAL SEMICONDUCTOR CORPORATION
STOCK OPTION PLAN
(as amended through July 9, 1996)
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 39,354,929 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
1
<PAGE>
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.
(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
2
<PAGE>
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; 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
3
<PAGE>
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 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
4
<PAGE>
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
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
5
<PAGE>
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
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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.
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.
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Exhibit 10.2
NATIONAL SEMICONDUCTOR CORPORATION
1997 EMPLOYEES STOCK OPTION PLAN
1. TITLE OF PLAN
The title of this Plan is the National Semiconductor Corporation 1997
Employees Stock Option Plan, hereinafter referred to as the "Plan".
2. PURPOSE
The Plan is intended to align the interests of eligible 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 eligible 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 personnel for their part
in increasing the value of the Corporation's shares. It is further intended
that options granted pursuant to this Plan shall only be options which are not
incentive stock options, as that term is defined in Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"). Such options which may be
granted under this Plan shall be referred to herein as 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 10,000,000 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
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be appointed by a majority of the whole Board. The Committee shall be
constituted to permit the Plan to comply with Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 ("Exchange Act") and any successor rule.
(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 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 may 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, and the purchase price of such new options shall
be as determined by the Committee (and such purchase price may be lower than the
purchase price of the cancelled options).
5. ELIGIBILITY
Options may be granted only to regular salaried employees of the
Corporation and its subsidiaries who are not executive officers of the
Corporation. 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, and the term
"executive officer" means any officer of the corporation subject to the
reporting requirements of Section 16 of the Exchange Act. Directors of the
Corporation shall not be eligible to be granted options under the Plan.
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<PAGE>
6. TERMS OF OPTION AND OPTION AGREEMENTS
Each option shall be evidenced by a written Stock Option Agreement which
shall be in such form and contain such provisions as the Committee shall from
time to time deem appropriate; provided, however, that the grant of an 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 other 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 stock option shall be ten years and one day
from the date it was granted.
(c) 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.
(d) 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.
(e) 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.
(f) 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
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<PAGE>
to the terms thereof.
(g) An option shall terminate and may not be exercised if the person to
whom it is granted ceases to be continuously employed by the Corporation, or by
a subsidiary of the Corporation, except (subject nevertheless to the last
sentence of this subparagraph (g)): (1) if the grantee's continous 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 (g) 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.
(h) 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.
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<PAGE>
8. ADJUSTMENT IN NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of the Corporation 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
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<PAGE>
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, 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.
12. EFFECTIVE DATE
The Plan shall become effective on April 18, 1997.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
National Semiconductor Corporation:
We consent to incorporation by reference in the registration statement
dated May 7, 1997 on Form S-8 of National Semiconductor Corporation (the
Company) of our reports, which reports appear or are incorporated by
reference in the May 26, 1996 annual report on Form 10-K of the Company. Our
report covering the Company's May 26, 1996 consolidated financial statements
refers to a change in 1996 in its method of accounting for depreciation and
in 1994 in its method of accounting for certain costs in inventory.
KPMG Peat Marwick LLP
San Jose, California
May 7, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby
constitutes and appoints Brian L. Halla, 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/ BRIAN L. HALLA February 24, 1997
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Brian L. Halla
/S/ GARY P. ARNOLD February 23, 1997
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Gary P. Arnold
/S/ ROBERT BESHAR February 20, 1997
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Robert Beshar
/S/ MODESTO A. MAIDIQUE February 23, 1997
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Modesto A. Maidique
/S/ EDWARD R. McCRACKEN February 21, 1997
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Edward R. McCracken
/S/ J. TRACY O'ROURKE February 20, 1997
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J. Tracy O'Rourke
/S/ CHARLES E. SPORCK February 25, 1997
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Charles E. Sporck
/S/ DONALD E. WEEDEN February 24, 1997
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Donald E. Weeden
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<PAGE>
/S/ DONALD MACLEOD February 20, 1997
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Donald Macleod
/S/ RICHARD D. CROWLEY, JR. February 20, 1997
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Richard D. Crowley, Jr.
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