0001193125-06-155889 Sample Contracts

JOINT VENTURE CONTRACT for LESHAN-PHOENIX SEMICONDUCTOR COMPANY LIMITED (Amended on April 20, 2006)
Joint Venture Contract • July 28th, 2006 • On Semiconductor Corp • Semiconductors & related devices

THIS Amended JOINT VENTURE CONTRACT (this “Contract”) is made in Phoenix, Arizona, U.S.A. on April 20, 2006 between and by LESHAN RADIO COMPANY LTD., an enterprise legal person established and existing under the laws of the People’s Republic of China with its legal address at 27 West People’s Road, Leshan, Sichuan Province 614000, People’s Republic of China (“Party A”), and SCG (CHINA) HOLDING CORPORATION, a company established and existing under the laws of the State of Delaware, U.S.A., with its registered address at 1209 Orange Street, Wilmington, Delaware, 19801, U.S.A. (“Party B”). Party A and Party B shall hereinafter individually be referred to as a “Party” and collectively as the “Parties”.

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RESTRICTED STOCK UNITS AWARD AGREEMENT ON SEMICONDUCTOR
Restricted Stock Units Award Agreement • July 28th, 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.

Contract
Credit Agreement • July 28th, 2006 • On Semiconductor Corp • Semiconductors & related devices • New York

AMENDMENT (this “Amendment”) dated as of March 3, 2006, to the Amended and Restated Credit Agreement dated as of August 4, 1999, as amended and restated as of February 6, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among ON SEMICONDUCTOR CORPORATION (“Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A., as administrative agent.

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