ASSET PURCHASE AGREEMENT between: LSI LOGIC CORPORATION, a Delaware corporation; and SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability companyAsset Purchase Agreement • April 27th, 2006 • On Semiconductor Corp • Semiconductors & related devices • California
THIS ASSET PURCHASE AGREEMENT is being entered into as of April 5th, 2006 (the “Signing Date”), by and between: LSI LOGIC CORPORATION, a Delaware corporation (“LSI”), and SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (“Purchaser”) and a wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (“ON”). In this Agreement, LSI and Purchaser are referred to collectively as the “Parties” and each of them is sometimes referred to individually as a “Party,” and LSI and each Subsidiary of LSI that holds any ownership interest in the Specified Assets (as defined below), including LSI Logic Manufacturing Services, Inc. (“LSI Gresham Sub”), are referred to collectively as “Sellers” and each of them is sometimes referred to individually as a “Seller.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF DIRECTORS’ RSU AWARD AGREEMENT] RESTRICTED STOCK UNITS AWARD AGREEMENT ON SEMICONDUCTORRestricted Stock Units Award Agreement • April 27th, 2006 • On Semiconductor Corp • Semiconductors & related devices • Delaware
ON Semiconductor Corporation, a Delaware Corporation, (“Company”) hereby grants to «Name» (“Grantee”), a Participant in the ON Semiconductor Corporation (formerly known as SCG Holding Corporation) 2000 Stock Incentive Plan (“Plan”), as amended, a Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the Company’s Common Stock (“Stock”). The grant is made effective as of the day of , 20 (“Grant Date”). Although designated as a “Restricted Stock Unit Award,” this Award is granted under the Performance Share Award portion of the Plan.
