X0202 4 2005-07-15 0001036960 FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC NYSE: FCS 0001262608 CONRAD ROBERT J FAIRCHILD SEMICONDUCTOR INTERNATIONAL 82 RUNNING HILL ROAD SOUTH PORTLAND ME 04106 0 1 0 0 Senior Vice President Option to Purchase Common Stock 15.91 2005-07-15 4 A 0 20000 0 A 2013-07-15 Common Stock, par value $.01 per share 20000 20000 D Performance Unit 2005-07-15 4 A 0 6667 0 A Common Stock, par value $.01 per share 6667 6667 D Grant becomes exercisable in 25% increments on each of the first four anniversaries of the date of the grant, or earlier upon certain events. This footnote is inserted only to meet technical requirements of the SEC. Deferred Stock Units cannot be assigned an exercise price. Reported number of Performance Units acquired is based on company attaining 100% EBIT Target. If company achieves EBIT Target of 200% or higher, reporting person will receive two times (2x) the reported number. If company fails to achieve 50% EBIT Target, the reporting person will receive no Performance Units. If company's EBIT performance falls between 50% and 200% EBIT Targets, the reporting person will receive a reduced number of shares determined according to linear interpolation. Performance Units vest in the following increments, or earlier upon certain events: 33% on July 15, 2006; 33% on February 15, 2007 and 34% on February 15, 2008. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock, and all the Performance Units are forfeited if the company fails to achieve the 50% EBIT Target. /s/ Paul D. Delva (Attorney-in-fact) 2005-07-19