FCS Fairchild Semiconductor International, Inc. (MM)

On March 9, 2009, we granted 11,115 deferred stock units (DSUs) to Mr. Carson in connection with his election to the board of directors. The DSU awards were made under our non-employee director compensation program and the Fairchild Semiconductor 2007 Stock Plan. Of the total number of DSUs granted, 10,000 will vest in one-third increments on each of the first three anniversaries of the grant date. The remaining 1,115 will vest in one-third increments on the last date prior to the date on which we hold our 2009, 2010 and 2011 annual stockholders' meetings. All of the awards are subject to earlier vesting upon Mr. Carson's retirement from the board after age 65, or after age 55 if his age plus elapsed years of continuous service on the board equal 65 or more. Non-employee directors receive shares underlying vested DSUs on the earliest to occur of (1) the end of the director's service on the board for any reason other than removal for cause, (2) the director's disability, (3) the director's death or (4) a date chosen by the director at the time of the award. The date chosen must be a minimum of five years after the grant date, in the case of Mr. Carson's award of 10,000 DSUs, and a minimum of five years following the date of our 2008 annual stockholders' meeting (held May 7, 2008) in the case of his award of 1,115 DSUs.