|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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95-2095071
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common stock, par value $0.50 per share
|
New York Stock Exchange
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None
|
||
(Title of class)
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Yes S
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No £
|
Yes £
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No S
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Yes S
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No £
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Yes £
|
No £
|
Large Accelerated filer S
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Non-accelerated filer £
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||
Accelerated filer £
|
Smaller reporting company £
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Yes £
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No S
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Document
|
Location in Form 10-K
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|
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on or about September 24, 2010
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Part III
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|
PART III
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||
Item 11.
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Executive Compensation
|
1
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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29
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PART IV
|
|
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Item 15.
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Exhibits and Financial Statement Schedules
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33
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Signatures
|
Name
|
Fees Earned or
Paid in Cash($)(1)
|
Stock
Awards($)(2)(3)
|
All Other
Compensation
(4)($)
|
Total
($)
|
|
William J. Amelio
|
$50,000(5)
|
$238,030
|
$0
|
$288,030
|
|
Steven R. Appleton
|
72,500
|
232,567
|
12,148
|
317,215
|
|
Gary P. Arnold
|
68,000
|
175,080
|
11,520
|
254,600
|
|
Richard J. Danzig
|
68,000
|
175,080
|
11,520
|
254,600
|
|
John T. Dickson
|
76,750
|
175,080
|
11,520
|
263,350
|
|
Robert J. Frankenberg
|
72,500
|
175,080
|
11,520
|
259,100
|
|
Modesto A. Maidique
|
65,000
|
175,080
|
11,520
|
237,600
|
|
Edward R. McCracken
|
51,000
|
175,080
|
11,520
|
251,600
|
|
Roderick C. McGeary
|
75,875
|
329,760(6)
|
4,800
|
410,435
|
|
William E. Mitchell(7)
|
6,528
|
188,040
|
0
|
194,568
|
(1)
|
Includes annual retainer fees, committee chairmanship fees and meeting fees, including fees paid at the election of a director in Company stock pursuant to the Director Stock Plan. The number of shares issued in lieu of the retainer fees and committee chairmanship fees were: Mr. Amelio: 3,178 shares having a fair market value per share of $15.73 on April 16, 2010 (the date of issuance); and Mr. Appleton: 3,924 shares having a fair market value of $14.65 per share on September 25, 2009 (the date of issuance).
|
(2)
|
Represents the grant date fair value determined in accordance with FASB ASC Topic 718 of shares issued under the Director Stock Plan during the fiscal year. Amounts vary depending on the date of issuance and whether the director has elected to take annual retainer fees in stock and do not reflect the actual amount that will be paid to or received by the director. Restrictions on the stock awards expire either 6 or 36 months after issuance depending on whether issued in lieu of the annual director fee or as part of the annual stock award, respectively.
|
(3)
|
Aggregate number of shares issued under the Director Stock Plan that are still subject to restriction at the end of fiscal 2010 (includes shares issued in prior fiscal years that are still subject to restriction at fiscal year end): Mr. Amelio: 15,178: Mr. Appleton: 36,000; Mr. Arnold: 36,000; Mr. Danzig: 36,000; Mr. Dickson: 36,000; Mr. Frankenberg: 36,000; Dr. Maidique: 36,000; Mr. McCracken: 36,000; Mr. McGeary: 24,000; and Mr. Mitchell: 12,000.
|
(4)
|
This column represents dividends paid on shares issued under the Director Stock Plan, including shares issued in prior fiscal years that are subject to restriction at the time the dividend was paid during fiscal 2010. Dividends are not factored into the calculation of grant date fair value of shares issued under the Director Stock Plan. The incremental cost to the Company of perquisites in fiscal 2010 for each of the directors did not exceed $10,000.
|
(5)
|
Mr. Amelio was appointed to the Company’s Board of Directors on April 16, 2010 and chose to take his retainer fees in stock under the Director Stock Plan.
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(6)
|
Consists of the sum of $154,680 (the grant date fair value of shares issued under the Director Stock Plan at the time of Mr. McGeary’s appointment in July 2009) and $175,080 (the grant date fair value of shares issued as part the annual stock award in September 2009).
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(7)
|
Mr. Mitchell was appointed to the Company’s Board of Directors on April 16, 2010.
|
|
•
|
Pay for performance, structuring compensation so that high performing individuals are able to earn total compensation commensurate with Company performance relative to its company peers and with individual executive performance relative to executive peers, respectively;
|
|
•
|
Pay competitively, by establishing moderately attractive base salaries and comparable at market benefit plans with opportunities to achieve additional performance driven compensation at or near the 75th percentile for comparable companies for superior performance; and
|
|
•
|
Align compensation with stockholders’ interests through the use of stock options and performance share units as a significant portion of total compensation.
|
Element
|
Description or role of element
|
|
Base salary
|
Fixed level of compensation for day-to-day responsibilities and achieving target goals and objectives
|
|
Executive Officer Incentive Plan
|
Annual cash incentive which is earned for achieving goals and objectives identified by the Compensation Committee
|
|
Long-term incentives
|
Equity awards designed to bridge short and long term goals and objectives and further align executive behavior and shareholder interests by rewarding executives for performance that results in increases in Company stock price
|
|
• Stock options
|
Each aligns executive behavior with shareholder interests
|
|
• Performance share units
|
Units convert to equivalent number of shares if performance goals are achieved
|
|
Benefits
|
Except as referenced below, executives participate in Company-wide benefit programs. Executives may choose to defer a portion of salary and annual incentive bonus under a deferred compensation program
|
|
Change-of-control
|
Provides incentive to executives to facilitate extraordinary opportunities to maximize shareholder value
|
|
•
|
establishes and approves target compensation levels for each executive officer;
|
|
•
|
approves individual executive and Company performance measures and goals;
|
|
•
|
determines the mix between cash and stock, short-term and long-term incentives and benefits;
|
|
•
|
verifies the achievement of previously established performance goals; and
|
|
•
|
approves the resulting cash or equity awards to executives.
|
Executive
|
Market 50th
Percentile
|
Market 75th
Percentile
|
Fiscal 2010
Target Total
Compensation
|
Fiscal 2010
Actual
Compensation(1)
|
|
Mr. Halla(2)
|
$4,436,000
|
$5,657,000
|
$8,350,000
|
$10,061,095
|
|
Mr. Macleod(3)
|
3,256,000
|
3,968,000
|
5,950,000
|
NA
|
|
Mr. Macleod(4)
|
7,372,000
|
10,076,000
|
12,741,311
|
13,771,697
|
|
Mr. Chew
|
1,603,000
|
2,138,000
|
4,043,070
|
4,517,445
|
|
Mr. DuChene
|
1,258,000
|
1,892,000
|
3,342,256
|
3,592,343
|
|
Mr. Kunz
|
1,334,000
|
1,912,000
|
2,945,542
|
3,459,131
|
|
Mr. Parulekar
|
1,304,000
|
1,912,000
|
2,945,542
|
3,306,443
|
(1)
|
Fiscal 2010 Actual Compensation amounts taken from Summary Compensation Table.
|
(2)
|
Mr. Halla resigned as Chief Executive Officer of the Company on November 30, 2009 and as Chairman of the Company on May 30, 2010.
|
(3)
|
Mr. Macleod was appointed Chief Executive Officer on November 30, 2009. The referenced amounts were determined prior to Mr. Macleod’s appointment as Chief Executive Officer of the Company.
|
(4)
|
The referenced amounts were determined in connection with Mr. Macleod’s appointment as Chief Executive Officer of the Company.
|
|
Market data
|
At Risk Compensation Element
|
Performance Period
|
Performance Measure
|
|
Executive Officer Incentive Plan
|
One year
|
Revenue
|
|
Stock options
|
Four-year vesting; six-year term
|
Value to the executive only if stock price appreciates
|
|
Performance share units
|
One year (and additional
one-year vesting)
|
Full year fiscal 2010 Return on Invested Capital (“ROIC”)
|
|
Performance share units
|
Two-year
|
Fiscal 2011 ROIC
|
|
Executive Officer Incentive Plan
|
Fiscal 2010 Performance Metric
|
50%
|
100%
|
150%
|
200%
|
|
Fiscal 2010 Revenue
|
$1,260M
|
$1,300M
|
$1,380M
|
$1,460M
|
Executive
|
Target EOIP
Award
|
Pool
Funding
|
Actual EOIP
Award for Fiscal
2010
|
|
Mr. Halla
|
$2,225,000
|
175%
|
$3,893,768
|
|
Mr. Macleod
|
1,400,000(1)
|
175%
|
2,450,000
|
|
Mr. Chew
|
637,500
|
175%
|
1,100,000
|
|
Mr. DuChene
|
350,000
|
175%
|
600,000
|
|
Mr. Kunz
|
435,500
|
175%
|
800,000
|
|
Mr. Parulekar
|
$455,000
|
175%
|
$770,000
|
(1)
|
Prorated for Mr. Macleod’s 2010 salary increase upon his appointment as Chief Executive Officer of the Company.
|
|
Long-term incentives
|
|
Performance share units
|
|
Performance period fiscal 2009-2010
|
Measure
|
Threshold Level
of Achievement
|
Target Level
of Achievement
|
Outstanding Level
of Achievement
|
|
Return on Invested Capital (ROIC)
|
20%
|
22%
|
24%
|
|
Percentage of shares earned
|
50%
|
100%
|
150%
|
|
Performance period fiscal 2010-2011
|
Measure
|
Threshold Level
of Achievement
|
Target Level
of Achievement
|
Outstanding Level
of Achievement
|
|
Return on Invested Capital
|
18%
|
20%
|
22%
|
|
Percentage of shares earned
|
50%
|
100%
|
150%
|
|
Stock options
|
Less than $10.00
|
$10.01—$12.50
|
$12.51—$15.00
|
$15.01—$17.50
|
Greater than $17.50
|
|
Brian L. Halla
|
$1,500,000
|
$2,250,000
|
$3,000,000
|
$3,750,000
|
$4,500,000
|
Donald Macleod
|
1,000,000
|
1,500,000
|
2,000,000
|
2,500,000
|
3,000,000
|
Lewis Chew
|
1,000,000
|
1,500,000
|
2,000,000
|
2,500,000
|
3,000,000
|
Todd M. DuChene
|
750,000
|
1,125,000
|
1,500,000
|
1,875,000
|
2,250,000
|
Detlev Kunz
|
500,000
|
750,000
|
1,000,000
|
1,250,000
|
1,500,000
|
Suneil Parulekar
|
500,000
|
750,000
|
1,000,000
|
1,250,000
|
1,500,000
|
Executive
|
Target #
of Shares
|
Actual Shares Owned
July 30, 2010
|
|
Mr. Halla
|
200,000
|
429,632
|
|
Mr. Macleod (as CEO)
|
200,000
|
259,085
|
|
Mr. Chew
|
20,000
|
103,774
|
|
Mr. DuChene
|
20,000
|
0
|
|
Mr. Kunz
|
20,000
|
43,193
|
|
Mr. Parulekar
|
20,000
|
43,277
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock
Awards(1)
($)
|
Option
Awards(2)
($)
|
Non-Equity
Incentive Plan
Compensation(3)
($)
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(4)
($)
|
All Other
Compensation(5)
($)
|
Total
($)
|
|
Brian L. Halla
|
2010
|
911,407(6)
|
3,222,500
|
2,012,850
|
3,893,768
|
20,570
|
10,061,095
|
||
Former Chairman
|
2009
|
838,658
|
3,733,483(7)
|
0
|
0
|
—
|
13,475
|
4,585,616
|
|
and CEO
|
2008
|
879,735
|
4,036,200
|
0
|
1,112,500
|
—
|
14,248
|
6,042,683
|
|
Donald Macleod
|
2010
|
637,212
|
7,413,500(8)
|
3,227,811
|
2,450,000
|
43,174
|
13,771,697
|
||
Chairman and CEO
|
2009
|
559,154
|
2,764,722(7)
|
0
|
0
|
24,954
|
3,348,830
|
||
2008
|
593,077
|
2,883,000
|
0
|
600,000
|
—
|
29,464
|
4,105,541
|
||
Lewis Chew
|
2010
|
413,558
|
2,578,000
|
402,570
|
1,100,000
|
23,317
|
4,517,445
|
||
Senior Vice President,
|
2009
|
397,019
|
1,317,122(7)
|
622,870
|
0
|
9,770
|
2,346,781
|
||
Finance and Chief Financial Officer
|
2008
|
400,000
|
1,153,200
|
901,100
|
300,000
|
—
|
13,836
|
2,768,136
|
|
Todd M. DuChene(9)
|
2010
|
333,846
|
2,320,300
|
322,056
|
600,000
|
16,141
|
3,592,343
|
||
Senior Vice President,
|
2009
|
341,923
|
781,042(7)
|
280,292
|
0
|
—
|
14,417
|
1,417,674
|
|
General Counsel & Secretary
|
2008
|
137,308
|
0
|
645,410
|
69,038
|
—
|
7,563
|
859,319
|
|
Detlev Kunz
|
2010
|
314,322
|
1,933,500
|
241,542
|
800,000
|
146,524
|
23,243
|
3,459,131
|
|
Senior Vice President
|
2009
|
307,300
|
761,961(7)
|
311,435
|
0
|
7,782
|
9,701
|
1,398,179
|
|
And General Manager, Product Group
|
2008
|
335,004
|
576,600
|
450,550
|
175,000
|
81,042
|
13,781
|
1,631,977
|
|
Suneil Parulekar
|
2010
|
341,878
|
1,933,500
|
241,542
|
770,000
|
--
|
19,523
|
3,306,443
|
|
Senior Vice President,
|
2009
|
327,470
|
761,961(7)
|
311,435
|
0
|
--
|
8,254
|
1,409,120
|
|
Worldwide Marketing and Sales
|
2008
|
345,971
|
576,600
|
450,550
|
200,000
|
--
|
12,749
|
1,585,870
|
(1)
|
Except where indicated represents the grant date fair value determined in accordance with FASB ASC Topic 718 of performance share units granted during the fiscal year. The performance share units are subject to performance conditions, as described in the Compensation Discussion and Analysis. The amounts in this column do not reflect the actual value of the award to the executive, which depends solely on the achievement of specified performance objectives over the performance period.
|
(2)
|
This column represents the aggregate grant date fair value determined in accordance with FASB ASC Topic 718 of stock options granted during the applicable fiscal year to each of the named executives. For additional information on the valuation assumptions used for the option grants, refer to note 1 of the financial statements in our Form 10-K for the fiscal year ended May 30, 2010 as filed with the SEC. See the Grants of Plans-Based Awards Table for specific information on options granted in fiscal 2010. The amounts in this column do not reflect the actual value of the award to the executive.
|
(3)
|
The column represents incentives earned under the Executive Officer Incentive Plan for the fiscal year indicated.
|
(4)
|
This column represents the aggregate change in the actuarial present value for the defined benefit pension plan made available to Mr. Kunz in connection with his prior service with our German subsidiary. Amounts are based on the exchange rate used by the Company as of the applicable financial statement reporting dates. We do not have above market or preferential earnings on our non-qualified deferred compensation plan made available to our executive officers and other highly compensated employees.
|
(5)
|
Consists of the following:
|
|
(a)
|
Contributions and allocations to defined contribution retirement plans
|
2010
|
2009
|
2008
|
|
Mr. Halla
|
$19,869
|
$12,727
|
$13,500
|
Mr. Macleod
|
26,070
|
6,127
|
13,500
|
Mr. Chew
|
22,969
|
9,427
|
13,500
|
Mr. DuChene
|
15,854
|
14,123
|
7,269
|
Mr. Kunz
|
22,969
|
9,427
|
13,500
|
Mr. Parulekar
|
19,236
|
7,967
|
12,455
|
|
(b)
|
Value of life insurance premiums for term and whole life insurance
|
2010
|
2009
|
2008
|
|
Mr. Halla
|
$701
|
$748
|
$748
|
Mr. Macleod
|
17,104
|
18,827
|
15,964
|
Mr. Chew
|
348
|
343
|
336
|
Mr. DuChene
|
287
|
294
|
294
|
Mr. Kunz
|
274
|
274
|
281
|
Mr. Parulekar
|
287
|
287
|
294
|
(6)
|
Includes $64,192 of accrued vacation benefit paid in connection with Mr. Halla’s retirement.
|
(7)
|
Amounts for fiscal 2009 also include the grant date fair value determined in accordance with FASB ASC Topic 718 of the variable portion of the retention program implemented in fiscal 2009. The retention program pays a cash retention payment on or about November 30, 2010. The amount of the payment increases if the average daily closing price for the Company’s Common Stock for the fiscal quarter immediately prior to the payment date is between $10.01 and $17.50 per share.
|
(8)
|
Also includes for fiscal 2010 for Mr. Macleod the grant date fair value of restricted shares granted to Mr. Macleod in connection with his appointment as CEO. The amounts in this column do not reflect the actual value of the award to the executive, which depends solely on the achievement of specified performance objectives over the performance period.
|
(9)
|
Mr. DuChene joined the Company as an executive officer on January 3, 2008.
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All other
Stock
Awards:
Number
of
Shares
of
Stock
|
All other
Option
Awards:
Number of
Securities
Underlying
|
Exercise or
Base Price of
Option
|
Grant Date
Fair Value
of Stock
and Option
|
|||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or Units
(#)
|
Options(2)
(#)
|
Awards(3)
($/sh)
|
Awards(4)
($)
|
|
Brian L. Halla
|
7/15/09(1)
|
$1,112,500
|
$2,225,000
|
$4,450,000
|
$—
|
|||||||
7/15/09(5)
|
125,000
|
125,000
|
125,000
|
1,611,250
|
||||||||
7/15/09(6)
|
62,500
|
125,000
|
187,500
|
1,611,250
|
||||||||
7/15/09(2)
|
500,000
|
12.89
|
2,012,850
|
|||||||||
Donald Macleod
|
7/15/09(1)
|
600,000
|
1,200,000
|
2,400,000
|
||||||||
7/15/09(5)
|
125,000
|
125,000
|
125,000
|
1,611,250
|
||||||||
7/15/09(6)
|
62,500
|
125,000
|
187,500
|
1,611,250
|
||||||||
7/15/09(2)
|
230,000
|
12.89
|
925,911
|
|||||||||
11/30/09(7)
|
300,000
|
4,191,000
|
||||||||||
11/30/09(8)
|
600,000
|
14.60
|
2,301,900
|
|||||||||
Lewis Chew
|
7/15/09(1)
|
318,750
|
637,500
|
1,275,000
|
||||||||
7/15/09(5)
|
100,000
|
100,000
|
100,000
|
1,289,000
|
||||||||
7/15/09(6)
|
50,000
|
100,000
|
150,000
|
1,289,000
|
||||||||
7/15/09(2)
|
100,000
|
12.89
|
402,570
|
|||||||||
Todd M. DuChene
|
7/15/09(1)
|
175,000
|
350,000
|
700,000
|
||||||||
7/15/09(5)
|
100,000
|
100,000
|
100,000
|
1,289,000
|
||||||||
7/15/09(6)
|
40,000
|
80,000
|
120,000
|
1,031,200
|
||||||||
7/15/09(2)
|
80,000
|
12.89
|
322,056
|
|||||||||
11/16/09(9)
|
22,333
|
0
|
||||||||||
Detlev Kunz
|
7/15/09(1)
|
217,750
|
435,500
|
871,000
|
||||||||
7/15/09(5)
|
75,000
|
75,000
|
75,000
|
966,750
|
||||||||
7/15/09(6)
|
37,500
|
75,000
|
112,500
|
966,750
|
||||||||
7/15/09(2)
|
60,000
|
12.89
|
241,542
|
|||||||||
Suneil Parulekar
|
7/15/09(1)
|
227,000
|
455,000
|
910,000
|
||||||||
7/15/09(5)
|
75,000
|
75,000
|
75,000
|
966,750
|
||||||||
7/15/09(6)
|
37,500
|
75,000
|
112,500
|
966,750
|
||||||||
7/15/09(2)
|
60,000
|
12.89
|
241,542
|
|||||||||
11/16/09(9)
|
7,000
|
(1)
|
Represents target awards set on July 15, 2009 for fiscal 2010 under the Executive Officer Incentive Plan. Target awards are specifically set based on assigned incentive levels, assuming 100% achievement of goals. Under the performance metrics set for fiscal 2010, threshold represents goal achievement at the minimum performance level (50%) and maximum represents goal achievement at the maximum performance level (200%). Actual payout for fiscal 2010 was 175% and is shown in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Options granted in July of fiscal 2010 were granted under the 2005 Executive Officer Equity Plan. Options granted after September 25, 2009 were granted under the 2009 Incentive Award Plan. The assumptions used to value these specific options are: risk-free rate of return of 1.88%, dividend yield of 2.33%, term of 3.78 years and volatility factor of 46.20%. For additional information on valuation assumptions used for financial statement reporting purposes, refer to note 1 of the financial statements in our Form 10-K for the fiscal year ended May 30, 2010 as filed with the SEC. The actual value that the executive officer will receive from stock option grants will depend on the future performance of the stock and the price of the stock at the time of exercise.
|
(3)
|
As required by the terms of the plans under which the options were granted, the exercise price is the closing price of the common stock on the date of grant.
|
(4)
|
For stock awards, represents the aggregate grant date fair value for the target number of performance share units set for each named executive officer during the fiscal year. The grant date fair value used in fiscal 2010 to determine expense associated with the performance share units is the product of the number of target units set and the closing price of the stock on the date the targets were set. The actual value that the executive officer will receive depends on performance achieved during the performance cycle. For option awards, represents the aggregate grant date fair value, using the Black-Scholes option pricing model. The valuation model and assumptions are the same as we use for financial statement reporting purposes. See Notes 2 and 8.
|
(5)
|
Represents restricted stock units for the two-year cycle fiscal 2010-2011 under the 2005 Executive Officer Equity Plan. Units are payable following fiscal 2011 at 100% if fiscal 2010 ROIC performance goals and vesting requirements are met.
|
(6)
|
Represents target levels set in fiscal 2010 for performance share units for the two year cycle fiscal 2010-2011 under the 2005 Executive Officer Equity Plan. Target levels are set based on 100% achievement of goals established for fiscal 2011. Threshold represents goal achievement at the minimum performance level (50%) at which awards can be paid and maximum represents goal achievement at the maximum performance (150%) level at which awards can be paid under this plan.
|
(7)
|
Represents RSUs that vest ratably in annual increments over a four-year period from the grant date and when vested convert into shares of common stock on a one-to-one basis.
|
(8)
|
Options granted to Mr. Macleod in connection with his appointment as Chief Executive Officer. The assumptions used to value these specific options are: risk-free rate of return of 1.75%, dividend yield of 2.17%, term of 3.91 years and volatility factor of 37.80%. For additional information on valuation assumptions used for financial statement reporting purposes, refer to note 1 of the financial statements in our Form 10-K for the fiscal year ended May 30, 2010 as filed with the SEC. The actual value that the executive officer will receive from stock option grants will depend on the future performance of the stock and the price of the stock at the time of exercise.
|
(9)
|
Represents RSUs that vest ratably over a four-year period and when vested convert into shares of common stock on a one-to-one basis. These RSUs were received in exchange for stock options cancelled pursuant to the Company’s underwater option exchange program approved by stockholders at the 2009 Annual Meeting of Stockholders.
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that Have Not
Vested
(#)(3)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
that Have Not
Vested
($)(4)
|
|
Brian Halla
|
395,000
|
5,549,750
|
|||||
1,200,000
|
0
|
12.975
|
4/17/11(5)
|
||||
1,600,000
|
0
|
17.10
|
4/16/12(5)
|
||||
500,000
|
0
|
19.10
|
7/13/10(6)
|
||||
143,750
|
6,250
|
23.01
|
7/18/12(6)
|
||||
400,000
|
0
|
8.025
|
8/6/12(5)
|
||||
400,000
|
0
|
6.30
|
10/17/12(5)
|
||||
240,000
|
0
|
6.545
|
2/11/13(5)
|
||||
240,000
|
0
|
8.375
|
4/15/13(5)
|
||||
0
|
500,000
|
12.89
|
7/15/15(6)
|
||||
Donald Macleod
|
600,000
|
0
|
12.975
|
4/17/11(5)
|
660,000
|
9,273,000
|
|
100,000
|
0
|
19.74
|
5/9/11(6)
|
||||
200,000
|
0
|
19.10
|
7/13/10(6)
|
||||
100,000
|
0
|
13.05
|
1/23/12(5)
|
||||
700,000
|
0
|
17.10
|
4/16/12(5)
|
||||
86,250
|
3,750
|
23.01
|
7/18/12(6)
|
||||
43,750
|
0
|
8.025
|
8/6/12(5)
|
||||
43,750
|
0
|
6.30
|
10/17/12(5)
|
||||
50,000
|
0
|
6.545
|
2/11/13(5)
|
||||
50,000
|
0
|
8.375
|
4/15/13(5)
|
||||
0
|
230,000
|
12.89
|
7/15/15(6)
|
||||
0
|
600,000
|
14.60
|
11/30/15(6)
|
||||
Lewis Chew
|
30,000
|
0
|
12.975
|
4/17/11(5)
|
240,000
|
3,372,000
|
|
100,000
|
0
|
13.875
|
6/19/11(5)
|
||||
60,000
|
0
|
13.05
|
1/23/12(5)
|
||||
360,000
|
0
|
17.10
|
4/16/12(5)
|
||||
125,000
|
0
|
19.10
|
7/13/10(6)
|
||||
57,500
|
2,500
|
23.01
|
7/18/12(6)
|
||||
90,000
|
0
|
8.025
|
8/6/12(5)
|
||||
38,000
|
0
|
6.30
|
10/17/12(5)
|
||||
60,000
|
0
|
6.545
|
2/11/13(5)
|
||||
80,000
|
0
|
8.375
|
4/15/13(5)
|
||||
70,833
|
29,167
|
28.83
|
7/17/13(6)
|
||||
45,833
|
54,167
|
20.68
|
7/15/14(6)
|
||||
0
|
100,000
|
12.89
|
7/15/15(6)
|
||||
Detlev Kunz
|
20,000
|
0
|
24.52
|
7/19/11(6)
|
175,000
|
2,458,750
|
|
125,000
|
0
|
19.10
|
7/13/10(6)
|
||||
225,000
|
0
|
17.10
|
4/16/12(5)
|
||||
38,333
|
1,667
|
23.01
|
7/18/12(6)
|
||||
18,750
|
0
|
8.025
|
8/6/12(5)
|
||||
18,750
|
0
|
6.30
|
10/17/12(5)
|
||||
20,000
|
0
|
6.545
|
2/11/13(5)
|
||||
30,000
|
0
|
8.375
|
4/15/13(5)
|
||||
35,416
|
14,584
|
28.83
|
7/17/13(6)
|
||||
22,916
|
27,084
|
20.68
|
7/15/14(6)
|
||||
0
|
60,000
|
12.89
|
7/15/15(6)
|
||||
Suneil Parulekar
|
75,000
|
0
|
18.10
|
7/13/10(6)
|
182,000
|
2,557,100
|
|
38,333
|
1,667
|
23.01
|
7/18/12(6)
|
||||
22,916
|
27,084
|
20.63
|
7/15/14(6)
|
||||
0
|
60,000
|
12.89
|
7/15/15(6)
|
||||
Todd M. DuChene
|
0
|
80,000
|
12.89
|
7/15/15(6)
|
222,333
|
3,123,779
|
(1)
|
All options that were exercisable at fiscal year end were vested at fiscal year end.
|
(2)
|
Options unexercisable at fiscal year end vest in increments. See notes (5) and (6) in the “Option Expiration Date” column for vesting detail.
|
(3)
|
Based on performance share units for which performance period was still in process at the end of fiscal 2010. The target number of shares of stock that can be awarded at the end of fiscal 2011 if target performance levels are achieved is Mr. Halla: 250,000; Mr. Macleod: 250,000; Mr. Chew: 200,000; Mr. DuChene: 180,000, Mr. Kunz: 150,000; and Mr. Parulekar: 150,000. The remaining shares listed for Mr. Halla: 145,000, Mr. Chew: 40,000, Mr. Kunz: 25,000 and Mr. Parulekar: 32,000 were forfeited for failure to meet the performance criteria established for the fiscal 2009-2010 two-year period that was completed at the end of fiscal 2010. In the case of Mr. Macleod and Mr. DuChene 110,000 and 20,000 shares, respectively, were forfeited for failure to meet the performance critera established for the fiscal 2009-2010 two-year period that was completed at the end of fiscal 2010. As a result no shares of common stock were issued in fiscal 2010 to each named executive officer. For Mr. Macleod, the remaining 300,000 shares represent restricted units issued at the time Mr. Macleod was appointed Chief Executive Officer of the Company on November 30, 2009 which units vest ratably in annual increments over the four-year period from the date of grant and when vested convert into shares on a one-to-one basis. For Mr. DuChene the remaining 22,333 shares represent restricted units issued in November 2009 which vest ratably in annual increments over a four-year period from the grant date. Results for one performance period are not necessarily determinative of results for future performance periods.
|
(4)
|
Based on closing price of common stock at 2010 fiscal year end of $14.05. The amounts indicated include the following amounts attributable to performance shares that were forfeited following fiscal 2010 year end and therefore will never be paid to the named executive officer: Mr. Halla: $2,037,250; Mr. Macleod: $1,545,500; Mr. Chew: $562,000; Mr. DuChene: $281,000; Mr. Kunz: $351,250; and Mr. Parulekar $449,600.
|
(5)
|
Twenty-five percent of the shares subject to each option grant vest one year after the date of grant, and the remainder vest twenty-five percent annually on the next three anniversaries of the grant date. These options expire ten years and one day after the date of grant.
|
(6)
|
Twenty-five percent of the shares subject to each option grant vest one year after the date of grant, and the remainder vest monthly in equal installments over the following thirty-six months. These options expire six years and one day after the date of grant.
|
Option Awards
|
Stock Awards
|
||||
Name
|
Number of Shares
Acquired on
Exercise (#)
|
Value Realized
on Exercise
($)(1)
|
Number of Shares
Acquired on
Vesting (#)(2)
|
Value Realized
on Vesting
(#)(3)
|
|
Brian Halla
|
1,000,000
|
$1,226,758
|
105,000
|
$1,475,250
|
|
Donald Macleod
|
300,000
|
286,644
|
75,000
|
1,053,750
|
|
Lewis Chew
|
90,000
|
158,821
|
30,000
|
421,500
|
|
Todd M. DuChene
|
0
|
0
|
0
|
0
|
|
Detlev Kunz
|
11,250
|
5,338
|
15,000
|
210,750
|
|
Suneil Parulekar
|
160,000
|
60,496
|
15,000
|
210,750
|
(1)
|
Represents the market value of the underlying shares on the date of exercise less the exercise price.
|
(2)
|
Represents level of performance achieved for fiscal 2008-2009 performance period and paid in fiscal 2010. The minimum threshold performance for payment of award upon the completion of the fiscal 2010 performance period for performance share units was not met. Performance goals and target awards for the fiscal 2009 and 2010 performance period were set at the beginning of fiscal 2009.
|
(3)
|
Based on the closing price of common stock at fiscal year end of $14.05.
|
Name
|
Plan Name
|
Number of
Years of
Credited
Service
(#)(2)
|
Present Value
of Accumulated
Benefit ($)(3)
|
Payments During
Last Fiscal Year
|
|
Detlev Kunz(1)
|
Pension Scheme of National Semiconductor GmbH
|
20
|
844,563
|
0
|
(1)
|
Mr. Kunz is a participant in the Pension Scheme of National Semiconductor GmbH offered by our German subsidiary which was Mr. Kunz’s employer for 20 years. None of the other named executive officers participates in a defined benefit pension plan.
|
(2)
|
Includes credit only for years of service with our German subsidiary.
|
(3)
|
Represents the actuarial present value of the accumulated benefit in U.S. dollars, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the last completed fiscal year. For information on the assumptions used in quantifying the present value of the accumulated benefit, see the information in note 11 to the financial statements in our 2010 Form 10-K as filed with the SEC.
|
Name
|
Executive
Contributions
In Last FY
($)(2)
|
Registrant
Contributions
in Last FY
($)
|
Aggregate
Earnings
in Last FY
($)(3)
|
Aggregate
Withdrawals/
Distributions
($)
|
Balance at
Last FYE
($)
|
|
Brian L. Halla
|
0
|
0
|
$743,776
|
$0
|
$4,278,473
|
|
Donald Macleod
|
191,164
|
0
|
262,977
|
0
|
1,812,643
|
|
Lewis Chew
|
60,712
|
0
|
71,404
|
0
|
511,986
|
|
Todd M. DuChene
|
0
|
0
|
0
|
0
|
0
|
|
Detlev Kunz
|
30,648
|
0
|
13,606
|
0
|
343,717
|
|
Suneil Parulekar
|
135,831(4)
|
0
|
5,543
|
0
|
1,650,816
|
(1)
|
We maintain a Deferred Compensation Plan (“DCP”) for executive officers and other employees considered “highly compensated” under IRS regulations. Executive officers may defer to the DCP up to 50% of salary payments and 100% of the compensation paid under the Executive Officer Incentive Plan. DCP assets are maintained in a “rabbi trust” and the participant selects the investment options for the participant’s account. The investment options are the same investment options made available to participants in our 401(k) plan. Participants may change their investment options on a daily basis. Since the participant is responsible for selecting investment options, earnings include losses as well as gains and the actual earnings will depend on the investment options and mix chosen by the participant. At the time deferral elections are made, participants choose when they wish to receive payouts of their deferrals and whether they wish to receive them in a lump sum or in annual installments of up to ten years. As a result, payouts are not limited to termination of employment. Once made, we do not allow changes in payout elections except in limited circumstances.
|
(2)
|
Executive contributions reported as compensation for fiscal 2010 in the Summary Compensation Table:
|
Salary
|
Non-Equity
Incentive Plan
Compensation
|
|
Mr. Halla
|
$0
|
$0
|
Mr. Macleod
|
191,164
|
0
|
Mr. Chew
|
60,712
|
0
|
Mr. DuChene
|
0
|
0
|
Mr. Kunz
|
30,648
|
0
|
Mr. Parulekar
|
135,831
|
308,000(4)
|
(3)
|
Represents earnings credited to the deferred compensation account of the named executive officers. Earnings (and losses) are not included in the Summary Compensation Table, as earnings are based on investment returns achieved by the investment elections made by the officer and are not above-market.
|
(4)
|
Amounts deferred in fiscal 2011 with respect to fiscal 2010 incentive compensation paid in fiscal 2011.
|
•
|
Usual Benefits Upon Termination Other Than For Cause
|
|
Deferred Compensation Plan (DCP) Accounts
|
|
Other Benefits
|
•
|
Benefits Upon Termination by Reason of Retirement
|
|
Stock Options
|
|
•
|
Having reached age sixty-five; or
|
|
•
|
Having reached age fifty-five and having at least 10 years of service to the Company and its subsidiaries.
|
|
Performance Share Units
|
|
Incentive Payment
|
|
Medical Benefits
|
|
Defined Benefit Pension Plan
|
|
•
|
the acquisition by a third party of more than 20% (50% in the case of Mr. DuChene) of National’s outstanding stock;
|
|
•
|
the composition of the majority of the Board of Directors changes (without the approval of the existing Board of Directors);
|
|
•
|
a reorganization, merger, consolidation or sale of substantially all the Company’s assets (subject to certain limitations); or
|
|
•
|
a complete liquidation or dissolution of the Company approved by the stockholders of the Company.
|
|
•
|
Base salary not yet paid through the date of termination;
|
|
•
|
A bonus based on the higher of the officer’s most recent annual bonus or the bonus for the prior fiscal year, (in either case, the bonus has to be at least as great as the largest bonus paid in the three year period prior to the change-of-control), pro-rated to reflect the actual period of employment during the fiscal year in which termination occurs. This bonus is referred to as the “highest annual bonus” except that in the case of Mr. DuChene such bonus shall be at least equal to his target bonus;
|
|
•
|
The product of 2.99 times the sum of the officer’s annual base salary and the highest annual bonus (2 times the sum of the officer’s annual base salary and target bonus in the case of Mr. DuChene); and
|
|
•
|
Any unpaid deferred compensation and vacation pay.
|
Payments Officer Entitled to
Regardless of Change-of-Control
Agreement
|
Additional Payments due under
Change-of-Control Agreement
|
|||||||
Name
|
Salary
not yet
paid
|
DCP Account
Balance(1)
|
Accrued
Vacation
|
“Highest
Annual
Bonus”
|
Severance
Payment 2.99 ×
(salary plus
highest annual
bonus)
|
Estimated IRS
Gross-Up
Amount(2)
|
Total
|
|
Brian L. Halla
|
$0
|
4,278,473
|
0
|
NA
|
NA
|
0
|
4,278,473
|
|
Donald Macleod
|
15,385
|
1,812,643
|
76,412
|
2,450,000
|
9,717,500
|
0
|
14,071,940
|
|
Lewis Chew
|
8,173
|
511,986
|
38,199
|
1,100,000
|
4,559,750
|
0
|
6,218,108
|
|
Todd M. DuChene
|
6,731
|
0
|
13,810
|
600,000
|
1,400,000(3)
|
1,357,780
|
3,378,321
|
|
Detlev Kunz
|
6,442
|
343,717
|
52,106
|
800,000
|
3,393,650
|
0
|
4,595,915
|
|
Suneil Parulekar
|
6,731
|
1,650,816
|
7,687
|
770,000
|
3,348,800
|
0
|
5,784,034
|
(1)
|
The DCP account represents salary and bonus previously deferred by the officer plus earnings based on the performance of investment options offered by the DCP and selected by the officer. DCP amounts cannot be paid until at least six months after termination of employment. Timing of payments will depend on elections made by the officer at the time of deferral.
|
(2)
|
For calculating the IRS gross-up amounts, we take into account the officer’s earnings from the Company for the prior five years. We include the change-of-control bonus (to the extent it exceeds the actual incentive bonus earned in the fiscal year), the severance payment, valuations of unvested stock options that become vested upon a change-of-control (using the fiscal 2010 year end closing stock price), valuations of performance share units that become vested upon a change-of-control (again using the fiscal 2010 year end closing stock price), our estimated cost to provide a 401(k) plan match and health and welfare benefits for three years, and our estimated cost to provide out-placement services. Whether the officer will receive a gross-up amount will depend primarily on the officer’s earnings in the previous five years, which will vary depending on stock option exercise activity and amounts of salary and incentives deferred to the DCP.
|
(3)
|
Mr. DuChene’s change-of-control agreement provides for payment of two times salary and target bonus.
|
Name
|
In-the-money
Amount of Options
Accelerated Upon
Change-of-Control(1)
|
Value of Shares
Received for
Performance Share
Units Vested Upon
Change-of-Control(2)
|
|
Brian L. Halla
|
$580,000
|
$3,512,500
|
|
Donald Macleod
|
266,800
|
7,727,500
|
|
Lewis Chew
|
116,000
|
2,810,000
|
|
Todd M. DuChene
|
92,800
|
2,842,779
|
|
Detlev Kunz
|
69,600
|
2,107,500
|
|
Suneil Parulekar
|
69,600
|
2,107,500
|
(1)
|
Represents the difference between $14.05, the market closing price at fiscal year end, and the exercise price of all options accelerated upon change-of-control.
|
(2)
|
Represents value at 2010 fiscal year end, based on the market closing price at fiscal year end, of shares that would be received in payment of performance share units for performance period still in progress at the end of the 2010 fiscal year, the vesting of which would be accelerated upon a change-of-control. Does not include amounts for performance shares for the fiscal 2009-2010 period that were forfeited. See “Outstanding Equity Awards at Fiscal Year-End” above.
|
Robert J. Frankenberg—Chairman
|
||
Modesto A. Maidique
|
Steven R. Appleton
|
Edward R. McCracken
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||
Equity compensation plans approved by security holders:
|
|||||
2009 Incentive Award Plan:
|
|||||
Options
|
743,000
|
$14.56
|
|||
Restricted Stock
|
2,043,430
|
-
|
|||
2,786,430
|
13,203,570
|
||||
Stock Option Plan
|
1,839,300
|
$15.09
|
-
|
||
Executive Officer Stock Option Plan
|
7,408,000
|
$14.11
|
-
|
||
Director Stock Option Plan
|
350,000
|
$14.24
|
-
|
||
2007 Employees Equity Plan:
|
|||||
Options
|
8,029,841
|
$14.60
|
|||
Restricted Stock Units:
|
|||||
Time-based RSU
|
641,750
|
||||
Performance-based RSU
|
15,000
|
||||
656,750
|
-
|
-
|
|||
Employee Stock Purchase Plan
|
-
|
4,769,882
|
|||
Director Stock Plan
|
-
|
103,953
|
|||
2005 Executive Officer Equity Plan:
|
|||||
Options
|
1,894,000
|
$15.90
|
-
|
||
Performance Share Units at Target
|
1,670,000
|
-
|
-
|
||
Equity compensation plans not approved by security holders:
|
|||||
1997 Employees Stock Option Plan
|
10,955,328
|
$17.59
|
-
|
||
Total
|
35,589,649
|
18,077,405
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
|
T. Rowe Price Associates, Inc
|
24,016,364(1)
|
10.03%
|
|
100 E. Pratt Street
|
|||
Baltimore, Maryland 21202
|
|||
Relational Investors, LLC
|
23,343,433(2)
|
9.74%
|
|
12400 High Bluff Drive, Suite 600
|
|||
San Diego, CA 92130
|
|||
FMR LLC.
|
15,058,227(3)
|
6.29%
|
|
82 Devonshire Street
|
|||
Boston, MA 02109
|
|||
JP Morgan Chase & Co.
|
14,315,599(4)
|
5.98%
|
|
270 Park Avenue
|
|||
New York, New York 10017
|
|||
BlackRock, Inc
|
12,022,012(5)
|
5.02%
|
|
40 East 52nd Street
|
|||
New York, New York 10022
|
(1)
|
Includes 4,966,793 shares of which T. Rowe Price Associates, Inc. (“T. Rowe Price”) has sole voting power and 24,016,364 shares of which T. Rowe Price has sole dispositive power. The information concerning shares owned is from a Schedule 13G/A dated February 28, 2010, filed with the SEC on March 10, 2010 by T. Rowe Price.
|
(2)
|
Includes 23,343,433 shares of which Relational Investors, LLC (“RILLC”) has sole voting and dispositive power. The information concerning shares owned is from a Form 13F for the quarter ended March 31, 2010 filed with the SEC on May 13, 2010 by Relational Investors as general partner of Relational Investors, L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., Relational Partners, L.P., RH Fund 1, L.P., RH Fund 4, L.P., RH Fund 6, L.P., RH Fund 7, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors XV, L.P. and Relational Investors XVI, L.P. and as sole managing member of Relational Investors III, L.P, and Relational Investors X, L.P.
|
(3)
|
Includes 108,216 shares of which FMR LLC has sole voting power and 15,058,227 shares of which FMR LLC has sole dispositive power. The information concerning shares owned is from a Schedule 13G/A dated July 7, 2010, filed with the SEC on July 9, 2010 jointly by FMR LLC on behalf of itself, its subsidiaries Fidelity Management & Research Company, Strategic Advisers, Inc., and Pyramis Global Advisers Trust Company and Edward C. Johnson 3d. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, own 49% of the Series B voting common shares of FMR LLC. Shares owned include shares owned by Fidelity International Limited, 47% of which is owned by a partnership controlled by Edward C. Johnson 3rd and members of his family.
|
(4)
|
Includes 10,089,215 shares of which JP Morgan Chase & Co. (“JP Morgan”) has sole voting power; 310,524 shares of which JP Morgan has shared voting power; and 13,873,377 shares of which JP Morgan has sole dispositive power and 435,272 shares of which JP Morgan has shared dispositive power. The information concerning shares owned is from a Schedule 13G dated December 31, 2009, filed with the SEC on February 2, 2010 by JP Morgan and its wholly owned subsidiaries JP Morgan Chase Bank, National Association, J.P. Morgan Investment Management Inc., JP Morgan Asset Management (U.K.) Ltd., JP Morgan Investement Advisors Inc., J.P. Morgan Trust Company of Delaware.
|
(5)
|
Includes 12,022,012 shares of which BlackRock, Inc. (“BlackRock”) has sole voting power and sole dispositive power. The information concerning shares owned is from a Schedule 13G dated January 20, 2010, filed with the SEC on January 29, 2010 by BlackRock.
|
Name of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent of
Class
|
|
William J. Amelio(1)
|
15,178
|
*
|
|
Steven R. Appleton
|
84,198(2)
|
*
|
|
Gary P. Arnold
|
60,000
|
*
|
|
Richard J. Danzig
|
169,021(3)
|
*
|
|
John T. Dickson
|
62,060
|
*
|
|
Robert J. Frankenberg
|
175,111(4)
|
*
|
|
Modesto A. Maidique
|
44,024
|
*
|
|
Edward R. McCracken
|
230,551(5)
|
*
|
|
Roderick C. McGeary
|
24,000
|
*
|
|
William E. Mitchell(1)
|
12,000
|
*
|
|
Brian L. Halla
|
4,905,465(6)
|
2.01%
|
|
Donald Macleod
|
2,103,665(7)
|
*
|
|
Lewis Chew
|
1,144,272(8)
|
*
|
|
Todd M. DuChene
|
23,333(9)
|
*
|
|
Detlev Kunz
|
499,859(10)
|
*
|
|
Suneil Parulekar
|
127,860(12)
|
*
|
|
All directors and executive officers as a group (20 people)
|
10,494,728(11)
|
4.25%
|
*
|
Less than 1 percent.
|
(1)
|
Appointed to the Company’s Board of Directors on April 16, 2010.
|
(2)
|
Includes 30,000 shares which Mr. Appleton has the right to acquire within 60 days through the exercise of stock options.
|
(3)
|
Includes 90,000 shares which Mr. Danzig has the right to acquire within 60 days through the exercise of stock options.
|
(4)
|
Includes 90,000 shares which Mr. Frankenberg has the right to acquire within 60 days through the exercise of stock options.
|
(5)
|
Includes 50,000 shares which Mr. McCracken has the right to acquire within 60 days through the exercise of stock options.
|
(6)
|
Includes 717 shares owned by a trust of which Mr. Halla is a beneficiary, 100,000 shares held by Mr. Halla’s spouse, 100,000 shares held in a grantor retained annuity trust of which Mr. Halla is beneficiary, 328,915 shares held directly and 4,375,833 shares which Mr. Halla has the right to acquire within 60 days through the exercise of stock options.
|
(7)
|
Includes 2,515 shares held by a trust of which Mr. Macleod is a beneficiary, 256,566 shares held directly and 1,844,583 shares which Mr. Macleod has the right to acquire within 60 days through the exercise of stock options.
|
(8)
|
Includes 533 shares held by a trust of which Mr. Chew is a beneficiary, 103,241 shares held directly and 1,040,498 shares which Mr. Chew has the right to acquire within 60 days through the exercise of stock options.
|
(9)
|
Includes 23,333 shares which Mr. DuChene has the right to acquire within 60 days through the exercise of stock options.
|
(10)
|
Includes 105 shares held by a trust of which Mr. Kunz is a beneficiary, 43,088 shares held directly and 456,666 shares which Mr. Kunz has the right to acquire within 60 days through the exercise of stock options.
|
(11)
|
Includes 100,000 shares owned by spouses, 296,957 shares owned by trusts of which the officer and/or director is a beneficiary and 8,764,015 shares which can be acquired within 60 days through the exercise of stock options.
|
(12)
|
Includes 1,101 shares held by a trust of which Mr. Parulekar is a beneficiary, 42,176 shares held directly and 84,583 shares which Mr. Parulekar has the right to acquire within 60 days through the exercise of stock options.
|
(a)
|
No financial statements are filed with this Annual Report on Form 10-K/A. These items were included as part of the Original Form 10-K.
|
(b)
|
Exhibits
|
Dated: November 15, 2010 | By: /S/ Lewis Chew |
Lewis Chew | |
Senior Vice President, Finance | |
and Chief Financial Officer |
1.
|
I have reviewed this annual report on Form 10-K/A of National Semiconductor Corporation; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date: November 15, 2010
|
/S/ Donald Macleod
|
|
Donald Macleod
|
||
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K/A of National Semiconductor Corporation; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date: November 15, 2010
|
/S/ Lewis Chew
|
|
Lewis Chew
|
||
Senior Vice President, Finance
and Chief Financial Officer
|