FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
EX-10.2 NON QUALIFIED STOCK OPTION AGREEMENT
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>b52615fsexv10w2.txt
<DESCRIPTION>EX-10.2 NON QUALIFIED STOCK OPTION AGREEMENT
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                                                                    EXHIBIT 10.2

[FAIRCHILD SEMICONDUCTOR LOGO]

                      NON-QUALIFIED STOCK OPTION AGREEMENT

This is a Non-Qualified Stock Option Agreement dated December 1, 2004 (the
"Grant Date") between Fairchild Semiconductor International, Inc. (the
"Company") and Mark Thompson, a salaried employee of the Company or one of its
subsidiaries ("you" or the "Optionee"). This option grant is made under and
granted in accordance with the Employment Agreement entered into between you and
Fairchild Semiconductor Corporation on the date hereof, as such Employment
Agreement may be amended or restated from time to time (the "Employment
Agreement"). Capitalized terms used and not defined in this Agreement shall have
the meanings given to them in the Fairchild Semiconductor Stock Plan (the
"Plan"). This option agreement consists of this document, the Employment
Agreement and the Plan. Any conflict between the terms of the Plan and the terms
of the Employment Agreement will be resolved in favor of the Employment
Agreement, read without reference to the Plan.

OPTION GRANT;     The Company grants you the option to purchase up to 200,000
EXERCISE PRICE    shares of the Company's Common Stock at an exercise price of
                  $16.70 per share.

OPTION TERM;      The term of your option is 8 years plus one day from the Grant
VESTING           Date. Your option terminates at the end of the term and cannot
                  be exercised after the term. You can exercise your option only
                  to the extent it has vested. Subject to accelerated vesting as
                  specified in the Employment Agreement, your option will vest
                  in increments, as follows:

                                                         Percentage Vested
                                                       (including portion that
                  Vesting Date                        vested the preceding year)
                  1st Anniversary of Grant Date .....................  25%
                  2nd Anniversary of Grant Date......................  50%
                  3rd Anniversary of Grant Date......................  75%
                  4th Anniversary of Grant Date...................... 100%

                  provided that your option will vest upon a Change In Control
                  (as defined in the Employment Agreement) in accordance with
                  the terms of the Employment Agreement.

TERMINATION OF    You must remain an employee of the Company or an Affiliate to
EMPLOYMENT        be able to exercise your option, except as follows, or as
                  otherwise provided in your Employment Agreement:

                  Retirement, Disability or death. If your employment terminates
                  because of your Retirement or Disability (as those terms are
                  defined in the Plan) or your death, then you (or your estate)
                  will have five years from your termination date to exercise
                  your option, unless the option term ends earlier, in which
                  case you (or your estate) will have until the end of the term
                  to exercise. In addition, if your employment terminates
                  because of your Retirement or Disability and you die within
                  the five-year exercise period, your estate will have at least
                  one year after your death to exercise, unless the option term
                  ends earlier, in which case your estate will have until the
                  end of the term to exercise.

                  Termination by the Company. If your employment is terminated
                  for Cause (as defined in the Employment Agreement), your
                  option will be terminated, whether or not vested, and you may
                  have to repay any gains on prior exercised options as provided
                  in Section 8(d) and Section 11 of the Employment Agreement. If
                  your employment is terminated by the Company not for Cause and
                  not as a result of your Retirement, Disability or death, or if
                  you voluntarily terminate for Good Reason (as defined in your
                  Employment Agreement) then you (or your estate) will have 90
                  days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  All other cases. If your employment terminates because you
                  quit, or for any other reason other than those stated above,
                  you (or your estate, if you die within the period) will have
                  30 days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  Regardless of the cause of your termination, you (or your
                  estate) can exercise your option only to the extent it is
                  vested on your termination date.

NON-              Your option is not transferable except by will or the laws of
TRANSFERABILITY   decent and distribution. During your lifetime only you can
                  exercise your option. This option shall not be subject to
                  attachment or similar process. Any attempted sale, pledge,
                  assignment, transfer or other disposition of your option
                  contrary to the provisions of this agreement, or the levy of
                  any attachment or similar process upon your option, shall be
                  null and void without effect.

                                       1
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MISCELLANEOUS     Nothing in this agreement gives you the right to remain
                  employed by the Company or any subsidiary. This agreement
                  shall be governed by the laws of the State of Maine, without
                  regard to conflicts of laws principles. The section and
                  paragraph headings in this agreement are for convenience of
                  reference only and shall not affect the construction or
                  interpretation of this agreement.

SIGNATURES        Your signature and the signature of an authorized officer of
                  the Company below indicate your and the Company's agreement to
                  the terms of this Non-Qualified Stock Option Agreement as of
                  the Grant Date.

                                                 FAIRCHILD SEMICONDUCTOR
                  OPTIONEE:                      INTERNATIONAL, INC.

                  /s/ Mark Thompson              /s/ Kirk P. Pond
                  -----------------------        -----------------
                  Mark Thompson                  Kirk P. Pond
                  SSN/Global ID: ________        Chairman, President and CEO


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