Form of Restricted Stock Units Award Agreement



 Exhibit 10.1 
 [FORM OF RSU AWARD AGREEMENT FOR CERTAIN U.S. OFFICER WITH 
 CHANGE OF CONTROL] 
 RESTRICTED STOCK UNITS AWARD AGREEMENT 
 ON SEMICONDUCTOR 
 2000 STOCK INCENTIVE PLAN 
 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. 
 A. The Board of Directors of the Company
has adopted the Plan as an incentive to retain members of the Board, and key employees, officers and consultants of the Company and to enhance the ability of the Company to attract new members of the Board, employees, officers and consultants whose
services are considered unusually valuable by providing an opportunity for them to have a proprietary interest in the success of the Company. 
 B. The Board and/or Compensation Committee has approved the granting of units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company. 
 C. To the extent not specifically defined in this Restricted Stock Units Award Agreement (“Agreement”) [or in the Grantee’s
Employment Agreement dated                     , 20     (“Employment Agreement”)], all capitalized
terms used in this Agreement shall have the meaning set forth in the Plan. 
 In consideration of the mutual covenants and conditions
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows: 
 1. Grant of Units. Grantee is hereby granted a Restricted Stock Units Award for
             Units, representing the right to receive the same number of shares of the Company’s Stock, subject to the terms and conditions in this Agreement. This Award is
granted pursuant to the Plan and its terms are incorporated by reference. 
 2. Vesting of Units. The Units will vest in
accordance with the following schedule: 
  

	 	•	 	 [    % of the Units will vest on [the first anniversary of the Grant Date] /
[                    , 20    ]; 


  

	 	•	 	 An additional     % of the Units will vest on [the second anniversary of the Grant Date] /
[                    , 20    ]; and 


  

	 	•	 	 An additional     % of the Units will vest on [the third anniversary of the Grant Date] /
[                    , 20    ].] 


  

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 3. Termination of Employment or Services. 
 3.1 General. Subject to the provisions of 3.2 below, if the Grantee terminates employment with, or otherwise ceases
to perform services for, the Company for any reason, any Units that are not vested under the schedule in 2 above will be canceled and forfeited as of the date of termination of employment or service. 
 3.2 Change in Control. If the Company terminates the Grantee’s employment or services without Cause (including
a deemed termination for Good Reason, if applicable for this Grantee) within two (2) years following a Change in Control, then the unvested portion of the Units shall become immediately vested. 
 4. Time and Form of Payment. Subject to the provisions of the Agreement and the Plan, as the number of Units vest under 2 above, the
Company will deliver to the Grantee the same number of whole shares of Stock, rounded up or down. 
 5.
Nontransferability. The Units granted by this Agreement shall not be transferable by the Grantee or any other person claiming through the Grantee, either voluntarily or involuntarily, except by will or the laws of descent and
distribution or as otherwise provided under Section 13.5 of the Plan. 
 6. Adjustments. In the event of a stock
dividend or in the event the Stock shall be changed into or exchanged for a different number or class of shares of stock of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, there shall be substituted for each such remaining share of Stock then subject to this Agreement the number and class of shares of stock into which each outstanding share of Stock shall be so exchanged, all as set
forth in Section 14 of the Plan. 
 7. Delivery of Shares. No shares of Stock shall be delivered under this
Agreement until (i) the Units vest in accordance with the schedule set forth in 2 above; (ii) approval of any governmental authority required in connection with the Agreement, or the issuance of shares thereunder, has been received by the
Company; (iii) if required by the Committee, the Grantee has delivered to the Company documentation (in form and content acceptable to the Company in its sole and absolute discretion) to assist the Company in concluding that the issuance to the
Grantee of any share of Stock under this Agreement would not violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations; and (iv) the Grantee has complied with 13 below of this Agreement in order
for the proper provision for required tax withholdings to be made. 
 8. Securities Act. The Company shall not be
required to deliver any shares of Stock pursuant to the vesting of Units if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations.

 9. Voting and Other Stockholder Related Rights. The Grantee will have no voting rights or any other rights as a
stockholder of the Company (e.g., no rights to cash dividends) with respect to nonvested Units until the Units become vested and the Company issues shares of Stock to the Grantee. 
  

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 10. Copy of Plan. By the execution of this Agreement, the Grantee acknowledges
receipt of a copy of the Plan. 
 11. Administration. This Agreement shall at all times be subject to the terms and
conditions of the Plan and the Plan shall in all respects be administered by the Board in accordance with the terms of and as provided in the Plan. The Board shall have the sole and complete discretion with respect to all matters reserved to it by
the Plan and decisions of the majority of the Board with respect thereto and to this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan,
the provisions of the Plan shall control. 
 12. Continuation of Employment or Services. This Agreement shall not be
construed to confer upon the Grantee any right to continue employment with, or to provide services to, the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate the employment or services of the
Grantee at any time. 
 13. Tax Withholding. Pursuant to Section 17.3 of the Plan, unless otherwise provided by the
Committee prior to the vesting of shares of the as set forth in the next sentence, the Grantee shall satisfy any federal, state, local, or foreign employment or income taxes due upon the vesting of shares of the Units (or otherwise) by having the
Company withhold from those shares of Stock that the Grantee would otherwise be entitled to receive, a number of shares having a Fair Market Value equal to the minimum statutory amount necessary to satisfy the Company’s applicable federal,
state, local and foreign income and employment tax withholding obligations. In lieu of, and subject to, the above, the Committee may also permit the Grantee to satisfy any federal, state, local, or foreign employment or income taxes due upon the
vesting of shares of the Units (or otherwise) by (i) personal check or other cash equivalent acceptable to the Company, (ii) permitting the Grantee to execute a same day sale of Stock pursuant to procedures approved by the Company, or
(iii) such other method as approved by the Committee, all in accordance with applicable Company policies and procedures and applicable law. 
 14. Governing Law. This Agreement shall be interpreted and administered under the laws of the State of Delaware. 
 15. Amendments. This Agreement may be amended only by a written agreement executed by the Company and the Grantee. 
 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized representative and the Grantee has signed this Agreement as of the date first written above. 
  

			
	ON SEMICONDUCTOR CORPORATION
		
	 By:
	 	  

	 Its:
	 	  

	
	  

	Grantee Signature


  

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