NATIONAL SEMICONDUCTOR CORP
EXH 10.1 STOCK OPT. GRANT NOTICE AND AGRMT 1/6/05
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form10q_exh101.txt
<DESCRIPTION>EXH 10.1 STOCK OPT. GRANT NOTICE AND AGRMT 1/6/05
<TEXT>

                                                                    Exhibit 10.1
                             National Semiconductor
        Corporation Notice of Grant of Stock Option and Option Agreement


You have been  granted  a  Non-Qualified  Stock  Option  under  one of  National
Semiconductor Corporation's Stock Option Plans.

Option Grant Date:

Option Price:

Number of Shares:

Vesting Schedule:

Plan under which option granted:

Option Term:

Option Number:

Except in certain  instances,  vesting on options  ceases  upon  termination  of
employment. After termination,  vested options generally may be exercised within
3 months although certain exceptions apply.  Consult the Plan and Prospectus for
details.

The option is subject to the terms and  conditions of this  non-qualified  Stock
Option  Agreement,  the  additional  terms and  conditions  of the Stock  Option
Agreement,  the Plan under which the option was granted,  and the Prospectus for
the  Company's  Stock  Option  Plans.  These  documents  may be  accessed on the
intranet  at the  National  Semiconductor  Corporate  Human  Resources  website,
www-hr.nsc.com/Site_Map/site_map.html.  Hard copies are  available  upon request
from Stock  Administration,  Mail Stop C1-640,  2900 Semiconductor  Drive, Santa
Clara, CA 95051, stock.administration@nsc.com.

The exercise of a stock option has tax implications.  Consult the Prospectus and
your tax adviser for details.

PLEASE  NOTE:  The  granting  of  stock  options  is  solely  at  the  Company's
discretion.  There  is no  guarantee  that you will be  granted  options  in the
future.  In addition,  the Company is not responsible for and does not guarantee
that you will be able to achieve any particular  sales price in connection  with
your stock option exercise.

By agreeing to accept this agreement,  you confirm that you have received copies
of and agree to be bound by the terms and  conditions  of the  applicable  Stock
Option Plan, Additional Terms of the Stock Option Agreement, and Prospectus.  In
particular, you should note that by accepting this agreement, you consent to the
collection,  use and  transfer of personal  data about you as  described  in the
Additional Terms of the Stock Option Agreement.  This option cannot be exercised
unless you have accepted this agreement.

*97PL is the 1997  Employees  Stock Option Plan,  77PL is the Stock Option Plan,
and EXEC is the Executive Officer Stock Option Plan.

<PAGE>




                         ADDITIONAL TERMS AND CONDITIONS
                                STOCK OPTION PLAN
                        1997 EMPLOYEES STOCK OPTION PLAN
                       EXECUTIVE OFFICER STOCK OPTION PLAN


Rev.  11/15/04

     1. The Option  shall  terminate  and may not be  exercised  if the Optionee
ceases to be  employed  by the  Company,  or any of its  subsidiaries,  prior to
Optionee's  completion of six months of continuous employment following the date
the Option was granted. If Optionee's employment terminates after such six month
period, the Option shall terminate and may not be exercised except as follows:

     (a)  If Optionee's  continuous  employment  terminates for any reason other
          than (i)  retirement,  (ii)  permanent  disability,  or  (iii)  death,
          Optionee  may  exercise  the Option to the extent  that  Optionee  was
          entitled to exercise  it at the date of such  termination  at any time
          within  a  period  of  three  (3)  months  following  the date of such
          termination.  If Optionee shall die during such three (3) month period
          without having exercised the Option, the person or persons to whom the
          Optionee's  rights  under the Option shall pass by will or by the laws
          of descent or distribution  may exercise the Option within a period of
          one year following  Optionee's death but only to the extent the Option
          was exercisable at the date of Optionee's termination;

     (b)  If Optionee's  continuous  employment is terminated by (i) retirement,
          (ii) permanent disability, or (iii) death, the Option may be exercised
          as  provided  in the  Vesting  Schedule  (subject  to the  accelerated
          vesting  provisions of Paragraph 2 hereof) at any time within a period
          of five (5) years following the date of such  termination by Optionee,
          or in the event of Optionee's  death, by the person or persons to whom
          Optionee's  rights  under the Option shall pass by will or by the laws
          of descent or distribution;  provided, however, that if Optionee shall
          become employed by a competitor of the Company or any subsidiary,  the
          Option shall terminate immediately and may not be exercised.

     2. If Optionee has completed at least six months of  continuous  employment
following the date the Option was granted and Optionee's  continuous  employment
is  terminated  by (i) death or (ii)  retirement  or  permanent  disability  and
Optionee dies within three (3) years following the date of such termination, the
Option shall be fully  exercisable  upon Optionee's  death  notwithstanding  the
installment exercise provisions of the Vesting Schedule.

     3.  Nothing  contained  in Paragraph 1 or Paragraph 2 hereof is intended to
extend  the  stated  term of the  Option,  and in no  event  may the  Option  be
exercised after the Option Term has expired.

     4. The Option is exercisable,  during the lifetime of the Optionee, only by
the Optionee. The Option shall not be sold, pledged,  assigned or transferred in
any manner otherwise than by will or the laws of descent and  distribution,  and
shall not be subject to  attachment  or similar  process.  Any  attempted  sale,
pledge, assignment,  transfer or other disposition of the Option contrary to the

<PAGE>

provisions  hereof and the levy of any  attachment  or similar  process upon the
Option shall be null and void and without effect.

     5. In the event  there is any change in the shares of the  Company  through
the  declaration  of  stock  dividends  or a  stock  split-up,  or  through  any
recapitalization  resulting in share  split-up,  or combinations or exchanges of
shares,  or  otherwise,  the  number of shares  subject  to the  Option  and the
purchase  price of such  shares  shall be  appropriately  adjusted by the Option
Committee. No fractional shares shall be issued upon any exercise of the Option.

     6. Subject to the terms and conditions of this Agreement, the Option may be
exercised by giving  notice to the Company at such  location and in such form as
the Company may designate.  Such notice shall (i) state the election to exercise
the  Option  and the  number  of full  shares  in  respect  of which it is being
exercised,  and (ii) be signed by the person or persons so exercising the Option
and, in the event the Option is being exercised (pursuant to Paragraph 1 hereof)
by any person or persons other than the Optionee,  be accompanied by appropriate
proof of the right of such person or persons to exercise the Option. Such notice
shall be  accompanied  by payment  of the full  purchase  price of such  shares,
whereupon  the  Company  shall  issue and  deliver,  or cause to be  issued  and
delivered a  certificate  or  certificates  representing  such shares as soon as
practicable  after such notice is received.  The purchase  price for such shares
must be paid in full in cash,  or paid in full in  Common  Stock of the  Company
held by the Optionee for at least six months that is valued at the opening price
of the Common Stock on the New York Stock  Exchange on the date of exercise or a
combination  of cash  and  Common  Stock  held for at least  six  months  by the
Optionee.  The payment of all or part of the required withholding taxes due upon
exercise of an option,  up to the highest marginal rates then in effect,  may be
made 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
opening  price of the Company's  Common Stock on the New York Stock  Exchange on
the date of exercise. The certificate or certificates for the shares as to which
the Option shall have been so exercised  shall be  registered in the name of the
person or persons so  exercising  the Option and shall be delivered as aforesaid
to or upon the written order of the person or persons exercising the Option. The
date of the  exercise  of the  Option  will be the date on which  the  aforesaid
notice,  properly  executed and  accompanied  as  aforesaid,  is received by the
Company.  All shares that shall be purchased  upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.  Until the certificate or
certificates have been issued as aforesaid, the person or persons exercising the
Option  shall  possess no rights of a record  holder with respect to any of such
shares.

     7. The  Company  will seek to obtain  from each  regulatory  commission  or
agency having  jurisdiction  such authority as may be required to issue and sell
the shares of stock  subject to the Option.  Inability  of the Company to obtain
from any such  regulatory  commission or agency  authority which counsel for the
Company deems necessary for the lawful issuance and sale of its stock to satisfy
the Option shall relieve the Company from any liability for failure to issue and
sell  stock to  satisfy  the  Option  pending  the time when such  authority  is
obtained or is obtainable.

     8. By entering  into this  Agreement  and  accepting the grant of an option
evidenced hereby,  Optionee  acknowledges that: (i) the Plan is discretionary in
nature and may be amended,  suspended or  terminated by the Company at any time;
(ii) the grant of the  Option is a  one-time  benefit  which does not create any
contractual or other right to receive  future grants of options,  or benefits in
lieu of  options;  (iii) all  determinations  with  respect  to any such  future

<PAGE>

grants,  including, but not limited to, the times when options shall be granted,
the number of shares subject to each option,  the option price,  and the time or
times when each option shall be  exercisable,  will be at the sole discretion of
the Company and the Option Committee; (iv) the Optionee's receipt of this Option
shall not create a right to further  employment  with the  Company and shall not
interfere with the ability of the Company to terminate the Optionee's employment
relationship at any time with or without cause; (v) the Optionee's participation
in the Plan is voluntary;  (vi) the value of the Option is an extraordinary item
of  compensation  which  is  outside  the  scope  of the  Optionee's  employment
contract,  if  any;  (vii)  the  Option  is  not  part  of  normal  or  expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments,  bonuses,  long-service  awards,  pension or retirement
benefits or similar  payments;  (viii) the future value of the underlying shares
is unknown and cannot be predicted  with  certainty;  and (ix) if the underlying
shares do not increase in value, the Option will have no value.

     9. For Optionees  employed at international  locations:  The Company and/or
the  Optionee's  employer will assess its  requirements  regarding  tax,  social
insurance  and any  other  payroll  tax  (Tax-Related  Items")  withholding  and
reporting  in  connection  with the  Option,  including  the  grant,  vesting or
exercise of the Option or sale of shares  acquired  pursuant  to such  exercise.
These  requirements  may  change  from  time to time as laws or  interpretations
change.  Regardless of the actions of the Company and/or the Optionee's employer
in this regard,  the Optionee hereby  acknowledges  and agrees that the ultimate
liability  for  any  and  all  Tax-Related  Items  is  and  remains  his  or her
responsibility and liability and that the Company and/or the Optionee's employer
(i)  makes  no  representations  nor  undertakings  regarding  treatment  of any
Tax-Related  Items in connection with any aspect of the Option grant,  including
the grant,  vesting or exercise of the Option and the subsequent  sale of shares
acquired  pursuant to such  exercise;  and (ii) does not commit to structure the
terms of the grant or any  aspect of the  Option  to  reduce  or  eliminate  the
Optionee's liability regarding  Tax-Related Items. In the event that the Company
and/or the Optionee's  employer must withhold any Tax-Related  Items as a result
of the grant, vesting, or exercise of the Option or sale of shares, the Optionee
agrees to make  arrangements  satisfactory  to the Company and/or the Optionee's
employer to satisfy all withholding  requirements.  The Optionee  authorizes the
Company  and/or the Optionee's  employer to withhold all applicable  Tax-Related
Items  legally  due  from the  Optionee  from  his or her  wages  or other  cash
compensation  paid him or her by the Company and/or the  Optionee's  employer or
from proceeds from the sale of shares.

     10. As a condition of the grant of the Option, the Optionee consents to the
collection, use and transfer of personal data as described in this Paragraph 10.
The  Optionee  understands  that the Company and its  subsidiaries  hold certain
personal  information  about the Optionee,  including the Optionee's  name, home
address  and  telephone  number,  date  of  birth,  social  security  number  or
identification  number, salary,  nationality,  job title, any shares of stock or
directorships  held  in the  Company,  details  of  all  options  or  any  other
entitlement to shares of stock awarded, cancelled,  exercised,  vested, unvested
or  outstanding  in the  Optionee's  favor,  for the  purpose  of  managing  and
administering  the Plan  ("Data").  The Optionee  further  understands  that the
Company  and/or its  subsidiaries  will  transfer  Data  amongst  themselves  as
necessary for the purpose of  implementation,  administration  and management of
the Optionee's participation in the Plan, and that the Company and/or any of its
subsidiaries may each further  transfer Data to any third parties  assisting the
Company in the  implementation,  administration  and management of the Plan. The

<PAGE>

Optionee  understands  that these  recipients  may be  located  in the  European
Economic Area, or elsewhere,  such as the United States. The Optionee authorizes
them to receive,  possess,  use,  retain and transfer the Data, in electronic or
other form,  for the purposes of  implementing,  administering  and managing the
Optionee's  participation  in the Plan,  including any  requisite  transfer to a
broker or other  third  party with whom the  Optionee  may elect to deposit  any
shares  of stock  acquired  upon  exercise  of the  Option  such  Data as may be
required for the  administration  of the Plan and/or the  subsequent  holding of
shares of stock on his or her behalf.  The Optionee  understands  that he or she
may, at any time, view Data, require any necessary  amendments to it or withdraw
the consents  herein in writing by contacting  his or her local Human  Resources
representative. Withdrawal of consent may, however, affect Optionee's ability to
exercise or realize benefits from the Option.

     11. As used in this Option  Agreement,  the following  terms shall have the
meanings set forth in this Paragraph 11:

     (a)  "subsidiary":  any corporation in which the Company controls, directly
          or indirectly, 50% or more of the combined voting power of all classes
          of stock;

     (b)  "continuous   employment":   the  absence  of  any   interruption   or
          termination  of employment by the Company or any of its  subsidiaries.
          Employment  shall  not  be  considered  interrupted  in  the  case  of
          transfers   between  payroll  locations  of  the  Company  and/or  its
          subsidiaries,  or in the  case of sick  leave  or any  other  leave of
          absence approved by the Company;

     (c)  "retirement":  a permanent  termination of employment with the Company
          or any of its  subsidiaries  (i) after reaching age sixty-five (65) or
          after  reaching age fifty five (55) and the  Optionee's age plus years
          of service in the employ of the Company or any of its  subsidiaries is
          sixty-five  (65) or more,  and (ii) with no  intention  to engage in a
          full-time vocation;

     (d)  "permanent  disability":  a permanent and total  incapacity to perform
          any services for the Company or any of its subsidiaries;

     (e)  "Option  Committee":  the  Compensation  Committee  of  the  Board  of
          Directors of the Company.

     12.  This  Option  Agreement  shall be governed by the laws of the State of
California.

     13. This Option is granted  pursuant to the Plan specified in the Notice of
Grant of Stock Option and Option  Agreement.  A copy of the Plan is available in
electronic form on the Company's  Human  Resources  website or in hard copy from
the Stock Administration department and by reference incorporated herein. In the
event of any  inconsistency  between the terms hereof and the  provisions of the
Plan, the Plan shall govern.






</TEXT>
</DOCUMENT>
