UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2005
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
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(Address of Principal Executive Offices)
(408) 721-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
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Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement 3
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits 3
Signature 4
Exhibits:
10.1 Equity Compensation Plan not approved by Stockholders:
Amendment Two to the Deferred Compensation Plan
NATIONAL SEMICONDUCTOR CORPORATION
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 15, 2005, the Administrative Committee of the
National Semiconductor Corporation ("National" or the "Company")
Retirement and Savings Program, which is responsible for the
administration of the Company's Deferred Compensation Plan
("DCP") formally approved Amendment No. Two to the Company's DCP.
Under SEC rules, the DCP is considered a material agreement of
the Company. A copy of Amendment No. 2 is attached hereto as
Exhibit 10.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No. Description of Exhibit
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10.1 Management Contract or Compensatory Plan or Agreement:
Amendment Two to the Deferred Compensation Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
Dated: December 15, 2005 /S/John M. Clark III
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John M. Clark III
Senior Vice President
Signing on behalf of the registrant
EXHIBIT 10.1
AMENDMENT TWO
TO THE
NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN
WHEREAS National Semiconductor Corporation (the "Employer") has adopted
the National Semiconductor Corporation Deferred Compensation Plan, amended
and restated effective November 1, 2001 (the "Plan"); and
WHEREAS the Employer wishes to permit, pursuant to Internal Revenue
Service Notice 2005-1, Q&A-20, certain cancellations and partial
cancellations of deferrals under the Plan; and
WHEREAS Section 5.02 of the Plan provides that the Employer reserves the
right to amend the Plan at any time;
NOW, THEREFORE, the Employer hereby adopts this Amendment Two as provided
below, effective for the calendar year ending December 31, 2005, to add a new
Section 5.04 to the Plan:
5.04 Certain Cancellations of Deferrals During Calendar Year 2005
Pursuant to Internal Revenue Service Notice 2005-1, Q&A-20, and notwithstanding
any other provisions of the Plan, the following deferrals under the Plan shall
be cancelled and included in the income of affected Participants in the calendar
year ending December 31, 2005:
(a) All amounts deferred under the Plan (regardless of when the amounts
were deferred and regardless of whether the deferrals were elective or
nonelective) with respect to any Participant who was an officer of the Company
and terminated employment with the Company between June 15, 2005 and July 31,
2005;
(b) Any amounts that would have been deferred under the Plan during the
calendar year ending December 31, 2005, but for an election by a Participant
after March 15, 2005 to decrease his or her deferrals under the RASP; and
(c) Any other amounts specifically designated by the Committee, but only to
the extent necessary to avoid adverse tax consequences to a Participant under
Section 409A of the Code.
IN WITNESS WHEREOF, this Amendment Two is signed this 15th day of
December, 2005.
//s// EDWARD SWEENEY
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Edward Sweeney
Chairman, Retirement and Savings Program
Administrative Committee