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                                                                    Exhibit 10.2

                            [ON SEMICONDUCTOR LOGO]

                                                    ON SEMICONDUCTOR CORPORATION
                                                    SEMICONDUCTOR COMPONENTS
                                                    INDUSTRIES, LLC
                                                    5005 EAST MCDOWELL ROAD
                                                    PHOENIX, AZ 85008
                                                    HTTP://ONSEMI.COM




February 28, 2001


James Thorburn
8635 N. 65th Street
Paradise Valley, AZ


Dear Jim:

         Pursuant to our recent conversations, we mutually agree that your
employment with Semiconductor Components Industries, LLC (the "Company") and all
of its affiliates shall terminate effective March 10, 2001 (the "Effective
Date"). In connection with your termination of employment, upon the Effective
Date, you shall be deemed to have resigned all other offices and positions that
you hold in respect of the Company and its affiliates. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in your
Employment Agreement with the Company, dated November 8, 1999, as amended on
July 20, 2000.

                  1. Pursuant to Section 5(a) of the Employment Agreement, no
         later than ten days after the general release and waiver (in the form
         acceptable to the Company) becomes effective, the Company shall pay you
         a lump-sum payment (the "Lump-Sum Payment") of $1,898,679, less all
         applicable withholdings and the amounts described below, which
         represents three times the sum of your highest annualized Base Salary
         and the Annual Bonus paid to you in respect of fiscal year 2000. The
         Company will provide you with the form of general release and waiver.

                  2. Notwithstanding any provision of the SCG Holding
         Corporation 1999 Founders Stock Option Plan (the "Option Plan") or the
         Stock Option Grant Agreement respecting the termination of your
         employment, but subject to your compliance with the terms of this
         letter agreement and the Employment Agreement, the Option granted to
         you under the Option Plan pursuant to Section 2(d) of the Employment
         Agreement shall become fully vested and exercisable as of the Effective
         Date and shall remain outstanding and exercisable until the expiration
         of its term.
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                            [ON SEMICONDUCTOR LOGO]

Mr. James Thorburn
February 28, 2001
Page 2 of 3


                  3. If you elect to continue the medical benefits currently
         provided to you through the Company's group health plan pursuant to
         your rights under COBRA, the Company shall pay your COBRA premiums in
         respect of such benefits for up to eighteen months after the Effective
         Date. The Company will continue to provide short term and long term
         disability insurance and life insurance benefits based on your Base
         Salary immediately prior to the Effective Date for the eighteen month
         period immediately following the Effective Date.

                  4. In respect of the loan (the "Loan"), provided to you in
         accordance with the Promissory Note, dated July 21, 2000, (the "Note")
         in connection with the purchase of your residence located at 8635 N.
         65th Street, Paradise Valley, Arizona, you agree to pay the Interest
         (as defined in the Note) accrued up to and including the date that the
         Lump-Sum Payment is paid, and you hereby authorize the Company to
         withhold such amount from the Lump-Sum Payment. In addition, you and
         the Company agree to amend the Note to provide that, notwithstanding
         your termination of employment, the Loan shall remain outstanding for
         the eighteen-month period immediately following the Effective Date and
         you shall pay the Company the accrued Interest on a monthly basis
         during such eighteen-month period. On the last day of such
         eighteen-month period (or the next business day if the last day of such
         eighteen-month period is not a business day), the entire Principal
         Amount plus Interest (to the extent not yet paid) shall become
         immediately due and payable. You hereby agree to execute and deliver
         any documents or other materials that the Company determines are
         necessary to evidence the above-described agreement and/or to continue
         without interruption or impairment the Company's security interest in
         the Property (as defined in the Note).

                  5. The Company will draft an appropriate press release
         relating to your resignation of employment and present it to you for
         comment prior to its release. In addition, the Company will provide a
         reference at your request that is consistent with the press release.

                  6. You may retain your mobile telephone, wireless pager and
         home or portable computer, in each case, at your own cost, provided
         that you remove all confidential and proprietary information in a
         manner reasonably satisfactory to the Company. In addition, you shall
         return any and all other Company property and confidential or
         proprietary information (in whatever form) to the Company on or before
         the Effective Date.

                  7. Except as provided herein, all other terms and conditions
         of the Employment Agreement, including without limitation your
         obligations under Sections 8 and 9 thereof, the Option Plan and Stock
         Option Grant Agreement, Promissory Notes and all other relevant
         documents shall remain in full force and effect.
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                            [ON SEMICONDUCTOR LOGO]

Mr. James Thorburn
February 28, 2001
Page 3 of 3


                  8. The foregoing provisions are subject to and conditioned
         upon the approval of the Board of Directors of ON Semiconductor
         Corporation.

If you agree with the foregoing provisions, please sign in the appropriate space
below and return the original to me.

                                       Sincerely,


                                       /s/ Steve Hanson
                                       ------------------------------------
                                       Steve Hanson
                                       President and CEO
                                       ON Semiconductor Corporation
                                       Semiconductor Components Industries, LLC


Agreed and accepted:


/s/ James Thorburn
------------------------
James Thorburn
Date: 2-28-01
     -------------------


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                           GENERAL RELEASE AND WAIVER

                  GENERAL RELEASE and WAIVER (this "Agreement") made as of March
10, 2001, by and between James Thorburn (the "Employee") and Semiconductor
Components Industries, LLC, a limited liability company formed under the laws of
the State of Delaware (the "Employer").

                  WHEREAS, the Employer engaged Employee to be an employee of
the Employer pursuant to the employment agreement between the Employee and the
Employer, dated November 8, 1999, as amended July 20, 2000 (the "Employment
Agreement");

                  WHEREAS, the Employee's employment with the Employer has
terminated effective March 10, 2001 in accordance with the letter agreement (the
"Letter Agreement") between and among the Employee, the Employer and ON
Semiconductor Corporation, dated February 28, 2001 (all defined terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Letter Agreement);

                  NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Employer and Employee agree as follows:

                  1. Confirmation of Termination. The Parties hereby now
acknowledge and confirm that Employee's employment with the Employer has
terminated as of March 10, 2001 (the "Termination Date"), and the Employee
hereby resigns effective as of the Termination Date from all other positions,
offices or other affiliations that he holds in connection with the Employer and
its affiliates.

                  2. General Release and Waiver

                  (a) In consideration of the Lump-Sum Payment, acceleration of
exercisability of the Options, payment of COBRA premiums, extension of the terms
of the $1.4 million Loan and other benefits provided in the Letter Agreement
(collectively referred to herein as the "Termination Payment"), Employee hereby
releases, remises and acquits the Employer and all of its affiliates, and their
respective officers, directors, shareholders, members, family members, agents,
employees, consultants, independent contractors, attorneys, advisers, successors
and assigns (collectively, the "Releasees"), jointly and severally, from any and
all claims, known or unknown, which Employee or Employee's heirs, successors or
assigns have or may have against any of such parties arising on or prior to the
date of this Agreement and any and all liability which any of such parties may
have to Employee, whether denominated claims, demands, causes of action,
obligations, damages or liabilities arising from any and all bases, however
denominated, including but not limited to the Age Discrimination in Employment
Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave
Act of 1993, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C.
Section 1981, the Arizona Civil Rights Act, the California Fair Employment and
Housing Act, California's Civil Rights Act, Section 51 of the California Civil
Code, the California Labor Code, the California Family Rights Act, or any other
Federal, state, or local law and any workers' compensation or disability claims
under any such laws. This General Release and Waiver relates to any and all
claims, including without

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limitations claims arising from and during Employee's employment relationship
with the Employer, any stock options, equity-based or other incentive plans, or
as a result of the termination of such employment relationship. Employee further
agrees that Employee will not file or permit to be filed on Employee's behalf
any such claim. Notwithstanding the preceding sentence or any other provision of
this Agreement, this release is not intended to interfere with Employee's right
to file a charge with the Equal Employment Opportunity Commission in connection
with any claim he believes he may have against the Employer. However, by
executing this Agreement, Employee hereby waives the right to recover in any
proceeding Employee may bring before the Equal Employment Opportunity Commission
or any state human rights commission or in any proceeding brought by the Equal
Employment Opportunity Commission or any state human rights commission on
Employee's behalf. This release is for any relief, no matter how denominated,
including, but not limited to, injunctive relief, wages, back pay, front pay,
compensatory damages, or punitive damages. This General Release and Waiver shall
not apply to any obligation of the Employer pursuant to this Agreement or the
Letter Agreement.

                  (b) Employee expressly understands and agrees that the General
Release and Waiver set forth in Section 2(a) above fully and finally releases
and forever resolves the claims released and discharged therein, including those
which may be unknown, unanticipated and/or unsuspected. Employee further
acknowledges that he is aware that he may hereafter discover facts in addition
to or different from those which he now knows or believes to exist with respect
to the subject matter of this Agreement, but that it is his intention to hereby
fully, finally and forever settle and release all of the claims, known or
unknown, anticipated or unanticipated, suspected or unsuspected, which now
exist, may exist or heretofore have existed between or among himself and the
Releasees. Employee hereby acknowledges that he has read and understands Section
1542 of the California Civil Code, which provides as follows:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee understands that Section 1542 gives him the right not to release
existing claims for which he is presently unaware, unless he knowingly and
voluntarily waives such right. Having been so apprised, he nevertheless
voluntarily elects to and expressly waives all benefits under Section 1542 of
the California Civil Code, as well as under any other statute or common law
principles of similar effect of California or any other jurisdiction, to the
extent that such benefits may contravene the provisions of section 2(a) of this
Agreement.

                  (c) Employee acknowledges that the Termination Payment
Employee is receiving in connection with the foregoing release is in addition to
anything of value to which Employee already is entitled from the Employer.

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                  3. Restrictive Covenants

                  Employee and Employer hereby acknowledge and agree that they
each continue to be subject to and bound by the provisions of Sections 8 through
10 of the Employment Agreement.

                  4. Confidentiality of Agreement

                  Employee shall keep the existence and terms of this Agreement
and the Letter Agreement confidential and shall not directly or indirectly
disseminate any information (in any form) regarding this Agreement and the
Letter Agreement to any person or entity except as may be agreed to in writing
by the Employer. Notwithstanding the foregoing, Employee may disclose the
information described herein, to the extent Employee is compelled to do so by
lawful service of process, subpoena, court order, or as Employee is otherwise
compelled to do by law, including full and complete disclosure in response
thereto, in which event Employee agrees to provide the Employer with a copy of
the document(s) seeking disclosures of such information promptly upon receipt of
such document(s) and prior to disclosure by Employee of any such information, so
that the Employer may, upon notice to Employee, take such action as it deems to
be necessary or appropriate in relation to such subpoena or request.

                  5. Certain Forfeitures in Event of Breach

                  Employee acknowledges and agrees that, notwithstanding any
other provision of this Agreement, in the event Employee materially breaches any
of his obligations under this Agreement, Employee will forfeit his right to
receive the Termination Payment, including without limitation the extension of
the $1.4 million Loan, provided under the Letter Agreement to the extent not
theretofore paid to him as of the date of such breach and, if already made as of
the time of breach, Employee agrees that he will reimburse the Employer,
immediately, for the amount of such payment.

                  6. No Admission

                  This Agreement does not constitute an admission of liability
or wrongdoing of any kind by the Employer or its affiliates.

                  7. Heirs and Assigns

                  The terms of this Agreement shall be binding on the parties
hereto and their respective successors and assigns.

                  8. General Provisions

                  (a) Integration

                  This Agreement and the Letter Agreement, including the
documents which survive the termination of Employee's employment pursuant to the
Letter Agreement, constitutes the entire understanding of the Employer and
Employee with respect to the subject matter hereof and supersedes all prior
understandings, written or oral. For the avoidance of doubt, the parties

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hereto acknowledge and agree that the Employee shall continue to be bound by the
Non-Solicitation, Non-Disparagement and other restrictive covenants provided in
the Employment Agreement. The terms of this Agreement may be changed, modified
or discharged only by an instrument in writing signed by the parties hereto. A
failure of the Employer or Employee to insist on strict compliance with any
provision of this Agreement shall not be deemed a waiver of such provision or
any other provision hereof. In the event that any provision of this Agreement is
determined to be so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

                  (b) Choice of Law

                  This Agreement shall be construed, enforced and interpreted in
accordance with and governed by the laws of the State of Arizona, without regard
to its choice of law provisions.

                  (c) Construction of Agreement

                  The parties hereto acknowledge and agree that each party has
reviewed the terms and provisions of this Agreement and has had the opportunity
to contribute to its revision. Accordingly, the rule of construction to the
effect that ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement. Rather, the terms of this
Agreement shall be construed fairly as to both parties hereto and not in favor
or against either party. The headings in this Agreement are inserted for
convenience of reference only and shall not be part of or control or affect the
meaning of any provision hereof. Terms used in the singular shall include the
plural and terms used in one gender shall include the other, in each case, as
the context requires.

                  (d) Counterparts

                  This Agreement may be executed in any number of counterparts
and by different parties on separate counterparts, each of which counterpart,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
Agreement. A facsimile of a signature shall be deemed to be and have the affect
of an original signature.

                  9. Knowing and Voluntary Waiver

                  Employee acknowledges that, by Employee's free and voluntary
act of signing below, Employee agrees to all of the terms of this Agreement and
intends to be legally bound thereby.

                  Employee understands that he may consider whether to agree to
the terms contained herein for a period of twenty-one days after the date
hereof. Employee acknowledges that he received this Agreement on or before the
date first written above. Accordingly, Employee may execute this Agreement by
March 31, 2001, to acknowledge his understanding of and agreement with the
foregoing. However, the Termination Payment provided herein shall not commence
until this Agreement is executed, returned to the Employer and becomes effective
as provided below. Employee acknowledges that he has been advised to consult
with an attorney prior to executing this Agreement.

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                  This Agreement will become effective, enforceable and
irrevocable seven days after the date on which it is executed by Employee (the
"Effective Date"). During the seven-day period prior to the Effective Date,
Employee may revoke his agreement to accept the terms hereof by indicating in
writing to the Employer his intention to revoke in the manner specified below.
If Employee exercises his right to revoke hereunder, he shall forfeit his right
to receive any of the benefits provided for herein, and to the extent such
payments have already been made, Employee agrees that he will immediately
reimburse the Employer for the amounts of such payment. In order to revoke this
Agreement, Employee must deliver the written revocation notice referred to above
on or before the expiration of the seven-day period described above directly to
Sonny Cave at On Semiconductor, 5005 E. McDowell Road, Phoenix, AZ 85008.

                                       Semiconductor Components Industries, LLC

                                       /s/George H. Cave
                                       ----------------------------------------
                                       Name: George H. Cave
                                       Title: Vice President, General Counsel
                                              and Secretary

/s/ James Thorburn
------------------------------------
James Thorburn

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Acknowledgment

         STATE OF Arizona         )
                  ----------------
                                        ss:
         COUNTY OF Maricopa       )
                   ---------------

                  On the 9th day of March, 2001, before me personally came James
Thorburn who, being by me duly sworn, did depose and say that he resides at 8635
N. 65th Street, Paradise Valley, Arizona; and did acknowledge and represent that
he has had an opportunity to consult with attorneys and other advisers of his
choosing regarding the General Release and Waiver Agreement attached hereto,
that he has reviewed all of the terms of the General Release and Waiver
Agreement and that he fully understands all of its provisions, including,
without limitation, the general release and waiver set forth therein.


/s/ Linda M. Lee
------------------------

Notary Public

Date: March 9, 2001




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