Amendment No. 6 to Employment Agreement with Keith Jackson



 Exhibit 10.3 
 Confidential Communication 
 AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT 
 WHEREAS, ON Semiconductor Corporation (“Company”) and Keith Jackson (“Executive”) entered into an Employment
Agreement dates as of November 10, 2002 (“Agreement”); 
 WHEREAS, all defined terms used herein shall have the
meanings set forth in the Agreement unless specifically defined herein; 
 WHEREAS, the Agreement was subsequently amended on several
times with the most recent amendment being as of September 1, 2006 for various reasons; 
 WHEREAS, the Agreement includes
provisions pertaining to Section 409A of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”) which relates to non-qualified deferred compensation arrangements; 
 WHEREAS, one of the Internal Revenue Code Section 409A provisions in the Agreement requires that certain separation from service payments to
the Executive be delayed for six months; 
 WHEREAS, subsequent to the Executive entering into the Agreement with the Company the
final regulations under Internal Revenue Code Section 409A were issued and such final regulations clarified various aspects regarding this tax matter; 
 WHEREAS, now that the final regulations under Internal Revenue Code Section 409A have been issued and as a result of these final regulations, the Company and Executive wish to amend the Agreement to, among
other things, permit a distribution following the Executive’s separation from service (i.e., without a six month delay in payment) as permitted pursuant to the “separation pay exception” set forth in Treasury Regulation
Section 1.409A-1(b)(9) and to clarify certain other matters with respect to Internal Revenue Code Section 409A; and 
 WHEREAS, the Board of Directors of the Company and its Compensation Committee have both reviewed and considered this matter and this Amendment No. 6 to the Agreement (“Amendment”). 
 NOW, THEREFORE, for mutual consideration the receipt of which is hereby acknowledged, the Agreement is hereby amended as follows: 
 1. Section 5(a) of the Agreement related to “Termination Payments” and “Without Cause” is hereby amended by replacing the first
sentence thereof with the following language, in order to, among other things, provide for the “separation pay exception” to Internal Revenue Code Section 409A: 
 “(a) Without Cause. In the event of the termination of the Executive’s employment during the Employment Period by the Company without
Cause (including a deemed termination without Cause as provided for in Section 3(f) (i.e., “Good Reason”)), in 

  

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addition to the Executive’s accrued but unused vacation and Base Salary through the Date of Termination (to the extent not theretofore paid) the
Executive shall be entitled to continue to receive his Base Salary at the rate in effect as of the Date of Termination for a period of two years following the Date of Termination, with such Base Salary to be paid in accordance with the
Company’s normal payroll practices; provided, however, that the amount of payments during the six-month period following the Date of Termination shall not exceed the separation pay exception amount set forth in Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A) (any amount subject to the separation pay exception limitation shall be paid in a lump sum on the six-month anniversary of the Date of Termination); provided further that the payments and benefits provided herein
are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates,
executives, officers and directors, and such waiver becoming effective, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 9 and 10 hereof. If the
Company determines in good faith that the separation pay exception set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) does not apply as of the Date of Termination, the amount set forth above shall be paid (i) in an initial
lump sum equal to six months’ base salary (net of applicable taxes and withholdings) on the six-month anniversary of the Date of Termination and (ii) thereafter in installments in accordance with the Company’s normal payroll
practices.” 
 2. Section 13(k) of the Agreement related to “Miscellaneous” and Internal Revenue Code Section 409A
is hereby amended by replacing Section 13(k) in its entirety with the following with respect to Internal Revenue Code Section 409A: 
 “(k) (i) Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Executive’s termination of employment which constitutes a “deferral of compensation”
within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code (“Section 409A Regulations”) shall be paid unless and until the Executive has incurred a “separation from
service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Executive’s
separation from service, no amount that constitutes a deferral of compensation that is payable on account of the Executive’s separation from service shall be paid to the Executive before the date (“Delayed Payment Date”) which
is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this subsection,
become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. 
 (ii) The Company intends that
income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable
requirements of Section 409A of the Internal Revenue Code and the Section 409A Regulations. However, the Company does not guarantee any particular tax  

  

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effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable
income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement.”

 3. The provisions of this Amendment shall be effective as of the date written below (“Effective Date”), provided however,
that the Agreement shall be operated in good faith compliance with Internal Revenue Code Section 409A for periods beginning January 1, 2005 through the Effective Date. 
 4. This Amendment shall amend only the provisions of the Agreement as set forth herein. Those provisions of the Agreement not expressly amended shall be
considered in full force and effect. 
 IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to be executed as of this
23rd day of April 2008. 
  

									
	COMPANY	 		 	ON Semiconductor Corporation
				
		 		 		 	/s/ COLLEEN MCKEOWN
		 		 		 	 Name: Colleen McKeown
 Title: Senior Vice
President, Global Human Resources

				
		 	EXECUTIVE	 		 	Keith Jackson, in that person’s individual capacity
					
		 		 		 	By:	 	/s/ KEITH JACKSON

  

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