0001193125-10-109274 Sample Contracts

NOTE: FORM FOR SR. VP AND ABOVE OFFICERS; FIRST USED IN FEB. 2010] PERFORMANCE BASED RESTRICTED STOCK UNITS AWARD AGREEMENT ON SEMICONDUCTOR
Performance Based Restricted Stock Units Award Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices • Delaware

ON Semiconductor Corporation, a Delaware Corporation (“Company”), hereby grants to (“Grantee”), a Participant in the ON Semiconductor Corporation (formerly known as SCG Holding Corporation) 2000 Stock Incentive Plan (“Plan”), as amended, a Performance Based Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the Company’s Common Stock (“Stock”). The grant is made effective as of , (“Grant Date”). This Award is designated as a “Performance Based Restricted Stock Unit Award,” and as such is granted under the Performance Share Award portion of the Plan.

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AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices

WHEREAS, Semiconductor Components Industries, LLC (“Company”) and Robert Charles Mahoney (“Executive”) entered into an Employment Agreement dated as of July 11, 2006 and as previously amended (“Agreement”);

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices

WHEREAS, Semiconductor Components Industries, LLC (“Company”) and Donald Colvin (“Executive”) entered into an Employment Agreement dated as of May 26, 2005 (“Agreement”) and as previously amended;

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices

WHEREAS, Semiconductor Components Industries, LLC (“Company”) and W. John Nelson (“Executive”) entered into an Employment Agreement dated as of May 1, 2007 (“Agreement”) and as previously amended;

AMENDMENT NO. 8 TO EMPLOYMENT AGREEMENT FOR KEITH JACKSON
Employment Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices

WHEREAS, ON Semiconductor Corporation (“Company”) and Keith Jackson (“Executive”) entered into an Employment Agreement dated as of November 10, 2002 and as previously amended (“Agreement”);

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2010 • On Semiconductor Corp • Semiconductors & related devices

WHEREAS, Semiconductor Components Industries, LLC (“Company”) George H. Cave and (“Executive”) entered into an Employment Agreement dated as of May 26, 2005 (“Agreement”) and as previously amended;

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