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FCS > SEC Filings for FCS > Form 8-K on 21-Aug-2013All Recent SEC Filings




Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 20, 2013, our board of directors elected Catherine P. Lego to our board of directors. The press release announcing Ms. Lego's election is included as Exhibit 99.01 to this report. Ms. Lego will join our nominating and governance committee and compensation committee.

On August 20, 2013, we granted 17,143 deferred stock units (DSUs) to Ms. Lego in connection with her 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 7,143 will vest in one-third increments on the last date prior to the date on which we hold our 2014, 2015 and 2016 annual stockholders' meetings. 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 Ms. Lego's award of 10,000 DSUs, and a minimum of five years following the date of our 2013 annual stockholders' meeting (held May 8, 2013) in the case of her award of the remaining 7,143 DSUs.

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