0001193125-13-196669 Sample Contracts

2013 FORM OF PERFORMANCE BASED AWARD FOR SENIOR VICE PRESIDENTS AND ABOVE] ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT

Performance-Based Restricted Stock Units Award Agreement • May 3rd, 2013 • On Semiconductor Corp • Semiconductors & related devices • Delaware

• Contract Type
  Performance-Based Restricted Stock Units Award Agreement
• Filed
  May 3rd, 2013
• Company
  On Semiconductor Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

ON Semiconductor Corporation, a Delaware Corporation, (“Company”) hereby grants to (“Grantee”), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (“Plan”), a Performance-Based Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the common stock of the Company (“Stock”). This agreement to grant Stock Units (“Award Agreement” or “Grant Agreement”) is made effective as of the day of , 2013 (“Grant Date”). If Grantee is a Covered Employee, this Award is designated as a “Performance Compensation Award” and as such is granted pursuant to Article 11 of the Plan.

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 31, 2013 among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC ON SEMICONDUCTOR CORPORATION the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent

Credit Agreement • May 3rd, 2013 • On Semiconductor Corp • Semiconductors & related devices • New York

• Contract Type
  Credit Agreement
• Filed
  May 3rd, 2013
• Company
  On Semiconductor Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

AMENDED AND RESTATED LOAN AGREEMENT, dated as of January 31, 2013 (this “Agreement”), among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (“Borrower”), ON SEMICONDUCTOR CORPORATION (“Borrower Parent”), the LENDERS from time to time party hereto by execution of this Agreement as a Lender or pursuant to the provisions of Article 12(b)(v) (the “Lenders”) and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (the “Administrative Agent”). Each of the Borrower, the Borrower Parent, the Lenders, and the Administrative Agent in this Agreement may be referred to as a “Party” in the singular, or the “Parties”, collectively. Capitalized terms used herein but not otherwise defined in Article 1 through Article 16 are set forth on Schedule II.