dated as ofCredit Agreement • April 7th, 2000 • SCG Holding Corp • Semiconductors & related devices • New York
EXHIBIT 10.55 EXECUTION COPY PLEDGE AGREEMENT dated as of August 4, 1999, as amended and restated as of March 3, 2003, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the "Borrower"), ON SEMICONDUCTOR CORPORATION,...Pledge Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT dated as of April 17, 2002 to the Credit Agreement dated as of August 4, 1999, as amended and restated as of April 3, 2000, as amended (the "Credit Agreement"), among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION,...Credit Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
INDENTUREIndenture • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
betweenRegistration Rights Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
Exhibit 10.5 TERMINATION AGREEMENT TERMINATION AGREEMENT (this "Agreement") made as of May 3, 2002, by and between Dario Sacomani ("Sacomani") and Semiconductor Components Industries, LLC dba ON Semiconductor, a Delaware corporation, and all of its...Termination Agreement • May 9th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Arizona
RECITALSIncentive Stock Option Agreement • March 24th, 2000 • SCG Holding Corp • Semiconductors & related devices • Delaware
EXHIBIT 10.19(c) SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement") made as of November 21, 2002, by and among Steven Hanson (the "Executive"), ON Semiconductor Corporation and Semiconductor Components Industries, L.L.C. (collectively,...Separation Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • Arizona
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 27, 2002 (the "Agreement"), between Semiconductor Components Industries, LLC (the "Company"), with offices at 5005 East McDowell Road, Phoenix, Arizona 85008, and William Bradford (the...Employment Agreement • May 9th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Arizona
EXHIBIT 4.17 ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
EXHIBIT 10.5 SECURITY AGREEMENT dated as of May 6, 2002, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company ("SCI LLC"), ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company" and, together with SCI LLC,...Security Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
1 EXHIBIT 1.1 30,000,000 Shares Common Stock SCG HOLDING CORPORATION FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2000 • SCG Holding Corp • Semiconductors & related devices • New York
Exhibit 4.1 ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2008 PURCHASE AGREEMENTPurchase Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
1 EXHIBIT 10.6Credit Agreement • August 13th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
FORJoint Venture Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices
INVESTMENT AGREEMENT dated as of September 7, 2001 between TPG ON HOLDINGS LLC and ON SEMICONDUCTOR CORPORATIONInvestment Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION, as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 28, 2023 0.50% Convertible Senior Notes due 2029Indenture • March 2nd, 2023 • On Semiconductor Corp • Semiconductors & related devices • New York
INDENTURE dated as of February 28, 2023 among ON Semiconductor Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors listed on the signature page hereof, and Computershare Trust Company, National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2016 • On Semiconductor Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of February 19, 2016 by and between ON Semiconductor, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
1 EXHIBIT 4.4 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (the "Agreement"), dated as of September 7, 2001, by and between TPG ON Holdings LLC (the "Investor") and ON Semiconductor Corporation (the "Company"), for the benefit of the Senior...Subordination Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
Exhibit 10.14(b) FIRST LEASE AMENDMENT This First Lease Amendment ("First AMENDMENT") is entered into as of April 19, 2000 between Semiconductor Components Industries, LLC with offices at 5005 E. McDowell Road, Phoenix, Arizona 85008 ("SCI") and...Lease Amendment • March 29th, 2002 • On Semiconductor Corp • Semiconductors & related devices
EXHIBIT 10.50(a) EMPLOYMENT AGREEMENT AGREEMENT, dated as of November 10, 2002 (the "Agreement"), between On Semiconductor Corporation (the "Company"), with offices at 5005 East McDowell Road, Phoenix, Arizona 85008, and Keith Jackson (the...Employment Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • Arizona
March 31, 2003Employment Agreement • May 2nd, 2003 • On Semiconductor Corp • Semiconductors & related devices
SCG HOLDING CORPORATION 2000 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORSNon-Qualified Stock Option Agreement • May 14th, 2001 • On Semiconductor Corp • Semiconductors & related devices • Delaware
ON SEMICONDUCTOR CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of June 8, 2020Rights Agreement • June 8th, 2020 • On Semiconductor Corp • Semiconductors & related devices • Delaware
RIGHTS AGREEMENT, dated as of June 8, 2020 (this “Agreement”), between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1 hereof or as otherwise defined elsewhere in this Agreement.
1 EXHIBIT 10.3 STOCK PURCHASE AGREEMENT BY AND BETWEEN THE CHERRY CORPORATION, SELLERStock Purchase Agreement • April 7th, 2000 • SCG Holding Corp • Semiconductors & related devices • Illinois
1 FORM OF MASTER TRUST AGREEMENT Exhibit 10.36 FOR THE ON SEMICONDUCTOR DEFERRED COMPENSATION PLANS 2 MASTER TRUST AGREEMENT FOR THE ON SEMICONDUCTOR DEFERRED COMPENSATION PLANSMaster Trust Agreement • April 25th, 2000 • SCG Holding Corp • Semiconductors & related devices • Arizona
INDENTUREIndenture • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
Dealer Address]Call Option Transaction • March 2nd, 2023 • On Semiconductor Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and ON Semiconductor Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
SECURITY AGREEMENT dated as of August 4, 1999, as amended and restated as of March 3, 2003, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the "Borrower"), ON SEMICONDUCTOR CORPORATION, a Delaware corporation...Security Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT NO. 1 Dated as of May 1, 2015 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 10, 2013Credit Agreement • May 4th, 2015 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 10, 2013 and amended as of the First Amendment Effective Date among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, ON SEMICONDUCTOR CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND plc and SUMITOMO MITSUI BANKING CORPORATION, as Co-Syndication Agents, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, BARCLAYS and MIZUHO BANK PLC , LTD., as Co-Syndication Agents, and FIFTH THIRD BANK and COMPASS BANK, as Co-Documentation Agents.
Dealer Address]Warrant Agreement • March 2nd, 2023 • On Semiconductor Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by ON Semiconductor Corporation (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
ARTICLE I GRANT OF WARRANTWarrant Agreement • March 29th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Delaware
RECITALSNon-Qualified Stock Option Agreement • May 14th, 2001 • On Semiconductor Corp • Semiconductors & related devices • Delaware
1 EXHIBIT 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FOR JAMES THORBURN WHEREAS, Semiconductor Components Industries, LLC (the "Company") and James Thorburn (the "Executive") entered into an Employment Agreement dated November 8, 1999 (the...Employment Agreement • November 14th, 2000 • On Semiconductor Corp • Semiconductors & related devices
