EX-10.1



 Exhibit 10.1 

[2014 Form of Performance-Based Award for Senior Vice Presidents and Above and 

Certain others (With Performance Multiplier)] 

ON SEMICONDUCTOR CORPORATION 

AMENDED AND RESTATED STOCK INCENTIVE PLAN 

PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT 

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 3rd day of March, 2014 (“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. 
 RECITALS 

A. The Board of Directors of the Company (“Board”) has adopted the Plan as an incentive to retain employees, officers, and
non-employee Directors of, and Consultants to, the Company and to enhance the ability of the Company to attract, retain and motivate individuals upon whose judgment, interest and special effort the successful conduct of the Company’s operation
is largely dependent. 
 B. Under the Plan, the Board has delegated its authority to administer the Plan to the Compensation
Committee of the Board (“Committee”). 
 C. The 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. 
 D. To the extent not specifically
defined herein or in the Grantee’s employment agreement or comparable agreement, as amended from time to time (“Employment Agreement”), all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan
unless a contrary meaning is set forth in the Employment Agreement. 
 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. The Company hereby grants to the Grantee a Performance-Based Restricted Stock Units Award for
             Units, representing the right to receive payment of the same number of shares of Stock, subject to the terms and conditions of this Award Agreement and the provisions of
the Plan, which terms are incorporated herein by reference. 
 2. Earning Units, Performance Multiplier and Related
Information. 
 2.1 Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the
Grantee shall be entitled to receive payment for the number of Units earned by 







 
the Grantee over the period that begins on January 1, 2014 and ends on December 31, 2014 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant
Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. 

PERFORMANCE GOALS 
  

							
	 Performance Level
	  	Adjusted Non-GAAP
EBITDA
(in Millions)	  	Percentage of
Units Earned	 
	 Target
	  	$            	  	 	100	% 
	 Threshold or Below
	  	$            	  	 	0	% 

 If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than
the Threshold performance level ($         million), no Units will be earned as of the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance
Measurement Period exceeds the Threshold performance level ($         million) but is less than the Target performance level ($         million), the
number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($         million) and Target
performance level ($         million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level
($         million), all of the Units will be earned as of the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 as of the end of
the Performance Measurement Period will be forfeited on the date the Company files its 10-K for fiscal 2014. The number of earned Units that will become vested shall be determined pursuant to Section 3 below. Whether the Adjusted Non-GAAP
EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below. 

2.2 Adjusted Non-GAAP EBITDA Performance Goal Defined. For the purposes of this Agreement “Adjusted Non-GAAP EBITDA”
shall mean the Company’s consolidated earnings, before interest (income or expense), taxes, depreciation and amortization (or “EBITDA”) for the Performance Measurement Period, calculated taking into account any timely adjustments made
in accordance with Section 2.3. If the Committee determines that an alternative method would be more appropriate to achieve the objectives of this Award then such method shall be applied to determine Adjusted Non-GAAP EBITDA for the Performance
Measurement Period; provided, however, if the Grantee is a Covered Employee, the Committee’s determination must be made before the date that is 90 days after the commencement of the Performance Measurement Period. For purposes of this
Agreement, the term “GAAP” means United States generally accepted accounting principles consistently applied. 
 2.3
Adjustments to Adjusted Non-GAAP EBITDA Performance Goal. If applicable to the Company for purposes of calculating Non-GAAP EBITDA for the Performance Measurement Period, the Company, or Committee if the Grantee is a Covered Employee,
shall adjust Non-GAAP EBITDA to exclude the following: (i) restructuring, asset impairments and other, net; (ii) goodwill and intangible asset impairment; (iii) interest expense and interest


  
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income; (iv) income tax provision; (v) net income attributable to non-controlling interests; (vi) depreciation and amortization; (vii) actuarial gains or losses on pension
plans and other pension benefits; (viii) gain or loss on acquisitions; (ix) acquisition related expenses; (x) gain or loss on debt repurchase, debt exchange, early extinguishment of debt, etc.; (xi) expensing of inventory fair
market value step up; (xii) extraordinary items; and (xiii) unusual/non-recurring material items; provided, however, that if the Grantee is a Covered Employee any adjustment for unusual/non-recurring material items shall not increase the
amount payable for the Award. For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities of the Company. 

2.4 Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or
exceeds the Target performance level ($         million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant
to Section 2.1 by multiplying the earned Units by a Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below. 

PERFORMANCE MULTIPLIER GOALS 
  

													
	 Performance Multiplier Goal
	  	 Threshold
	  	 Stretch
	  	Threshold
Performance
Multiplier	 	 	Stretch
Performance
Multiplier	 
	 Market Share
	  	        % of Comparator Group Market Share	  	        % of Comparator Group Market Share	  	 	100	% 	 	 	160	% 
	 Revenue Growth Rate
	  	        %	  	        %	  	 	100	% 	 	 	140	% 

 If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less
than the Threshold Market Share, no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share, but is less than the
Stretch Market Share, the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (160%). If the Company’s Market
Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share, the Performance Multiplier shall be 160%. Similarly, if the Company’s Revenue Growth Rate for the Performance Measurement Period equals or
is less than the Threshold Revenue Growth Rate, no Performance Multiplier shall apply to the Revenue Growth Rate portion. If the Company’s Revenue Growth Rate for the Performance Measurement Period exceeds the Threshold Revenue Growth Rate but
is less than the Stretch Revenue Growth Rate, the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (140%). If the
Company’s Revenue Growth Rate for the Performance Measurement Period equals or exceeds the Stretch Revenue Growth Rate, the Performance Multiplier shall be 140%. Whether the Market Share Growth Rate Performance Goal and/or Revenue Growth Rate
Performance Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below. 

  
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 2.5 Market Share Performance Goal Defined. The “Market Share” for the
Company shall be determined by dividing the Company’s “2014 Annual Revenue” by the aggregate “2014 Annual Revenue” for all members of the Comparator Group (including the Company), calculated taking into account any timely
adjustments made in accordance with Section 2.7. For this purpose, the Company’s and any other Comparator Group member’s “2014 Annual Revenue” is the Company’s or other member’s publicly reported total revenue
(which, for the avoidance of doubt, shall include any revenue attributable to any merger and acquisition activity) for its four most recently completed fiscal quarters for which it has publicly reported revenue information, determined as of
February 12, 2015. For purposes of this Agreement, the “Comparator Group” shall consist of the Company,                     ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    ,
                    , and
                    . If the Committee determines that an alternative method of calculating the Company’s Market Share would be more
appropriate to achieve the objectives of this Award, then such method shall be applied to determine the Company’s Market Share for the Performance Measurement Period; provided, however, if the Grantee is a Covered Employee, the Committee’s
determination must be made before the date that is 90 days after the commencement of the Performance Measurement Period. For any member of the Comparator Group who reports in a currency other than United States Dollars, the United States Dollars
revenue as reported by Bloomberg as such member’s 2014 Annual Revenue shall be used. 
 2.6 Revenue Growth Rate Performance Goal
Defined. For purposes of this Agreement “Revenue Growth Rate” shall mean the percentage change determined by dividing the Company’s 2014 Annual Revenue by its “2013 Annual Revenue.” For purposes of this Agreement,
the Company’s and any other Comparator Group member’s “2013 Annual Revenue” is the Company’s or other member’s publicly reported total revenue (which, for the avoidance of doubt, shall include any revenue attributable
to any merger and acquisition activity) for its four most recently completed fiscal quarters, determined as of February 12, 2014. If the Committee determines that an alternative method of calculating its Revenue Growth Rate would be more
appropriate to achieve the objectives of this Award then such method shall be applied to determine Revenue Growth Rate for the Performance Measurement Period; provided, however, if the Grantee is a Covered Employee, the Committee’s
determination must be made before the date that is 90 days after the commencement of the Performance Measurement Period. 
 2.7
Adjustments to Market Share Performance Goal. The Company’s Market Share shall be calculated on February 12, 2015 (the “Determination Date”) or any earlier date as of which all Comparator Group members have publicly
reported their 2014 Annual Revenue. If by the Determination Date a Comparator Group member has not publicly reported its revenue for a period of 6 months or more for any reason (including for example, but not by way of limitation, that member’s
bankruptcy, acquisition by another entity, delisting, or financial restatement), that member will be removed from the Comparator Group. The total Comparator Group 2014 Annual Revenue and the Company’s Market Share then will be recalculated and
the recalculated Market Share will be used for purposes of Section 2.4 and Section 2.5. The Threshold Market Share and the Stretch Market Share set forth in the table included in Section 

  
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2.4 also will be reset to equal 100% (Threshold) and         % (Stretch), respectively, of the Company’s recalculated “2013 Market
Share.” The Threshold Market Share and the Stretch Market Share set forth in the table included in Section 2.4 equal 100% (Threshold) and         % (Stretch), respectively, of the
Company’s originally calculated 2013 Market Share. For purposes of this Section 2.7, the Company’s “2013 Market Share” shall be determined by dividing the Company’s 2013 Annual Revenue by the aggregate 2013 Annual
Revenue for all remaining members of the Comparator Group (including the Company). 
 2.8 Final Determination of Performance Goals
Attained. The Company, or the Committee with respect to grants to employees who are Covered Employees, shall be responsible for determining in good faith whether, and to what extent, the Performance Goals set forth in this Grant Agreement
have been achieved. The Company, or the Committee, as applicable, may reasonably rely on information from, and representations by, individuals within the Company in making such determination and when made such determination shall be final and
binding on the Grantee. 
 3. Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to
Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 

3.1 One third of the Total Earned Units will vest on the date the Company files its Form 10-K for fiscal year 2014; 

3.2 An additional one third of the Total Earned Units will vest on the second anniversary of the Grant Date; and 

3.3 The final one third of the Total Earned Units will vest on the third anniversary of the Grant Date. 

EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. 

 

	 	•	 	If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the
Company files its 10-K for fiscal 2013. 

  

	 	•	 	If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e.,
$         million of Adjusted Non-GAAP EBITDA), 450 Units will be earned as of the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its
10-K for fiscal 2013. The 450 earned Units will then vest as follows: (i) 150 Units will vest on the date the Company files its Form 10-K for fiscal year 2014; (ii) 150 Units will vest on the second anniversary of the Grant Date; and
(iii) 150 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the Units that are
scheduled to vest on that Vesting date. 


  
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	 	•	 	If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $        
million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Growth Rate equals or is less than the Threshold
Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 300 Units will vest on the date the
Company files its Form 10-K for fiscal year 2014; (ii) 300 Units will vest on the second anniversary of the Grant Date; and (iii) 300 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be
employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the Units that are scheduled to vest on that Vesting Date. 


 

	 	•	 	If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $        
million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Growth Rate equals or exceeds 100% of the Stretch
Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1260
Total Earned Units (900 x 1.4). The 1260 Total Earned Units will then vest as follows: (i) 420 Units will vest on the date the Company files its Form 10-K for fiscal year 2014; (ii) 420 Units will vest on the second anniversary of the
Grant Date; and (iii) 420 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the
Units that are scheduled to vest on that Vesting Date. 

 4. Termination of Employment. 

4.1 General. Subject to the provisions of Section 4.2 below, if the Grantee terminates employment with the Company for any
reason (including upon a termination for Cause), any unvested Units will be canceled and forfeited as of the date of Grantee’s termination of employment. In other words, the Grantee must be employed by the Company on the relevant Vesting Date
to receive any payment with respect to the Units that are scheduled to vest on such Vesting Date. 
 4.2 Change in Control. In
the event the Company terminates the Grantee’s employment without Cause (including, if applicable, a termination for Good Reason as defined in the Grantee’s Employment Agreement or similar document) within two (2) years following a
Change in Control, then the Total Earned Units described in Section 3 shall become immediately vested. The Vesting Date for any such earned Units that vest pursuant to this Section 4.2 shall be the date of the Grantee’s termination of
employment. 

  
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 5. Time and Form of Payment. Subject to the provisions of this Award Agreement and
the Plan, as Units vest on the Vesting Dates set forth in Section 3 or Section 4.2, as the case may be, the Company will deliver to the Grantee the same number of whole shares of Stock, rounded up or down. Subject to Section 21, the
Company shall deliver the vested shares (if any) within 15 days of the applicable Vesting Date. 
 6. Nontransferability. The
Units granted by this Grant 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 Article 13 of the Plan. 
 7. 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 Grant 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 5.3 of the Plan. 

8. Delivery of Shares. No shares of Stock shall be delivered under this Award Agreement until: (i) the Units vest pursuant
to Section 3 or Section 4.2 above, as the case may be; (ii) approval of any governmental authority required in connection with the Award 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 Grant Agreement would not violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations; (iv) the Grantee has complied with Section 14 below of this Award Agreement in order
for the proper provision for required tax withholdings to be made; and (v) the Grantee has executed and returned this Grant Agreement to the Company (which, in the case of a Grant Agreement provided to the Grantee in electronic
format, requires that the Grantee click the “ACCEPT” button). This Grant Agreement must be executed by Grantee no later than, the earlier of (i) ten (10) months from the Grant Date (through and including the normal
close of business of the Company for its headquarters location in Phoenix, Arizona on January 3, 2015); or (ii) the date preceding the first Vesting Date described in Section 3 of this Grant Agreement. 

9. 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. 

10. 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 unvested Units until the Units become vested and the Company issues shares of Stock to the Grantee. 

  
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 11. Delivery of Documents and Notices. Any document relating to participation in
the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Grant Agreement provides for effectiveness only upon actual receipt of such notice) upon personal
delivery, electronic delivery at the e-mail address, if any, provided for the Grantee by the Company or an Affiliate, or upon deposit in the U.S. Post Office or foreign postal service, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the current address on file with the Company or at such other address as such party may designate in writing from time-to-time to the other party. 

11.1 Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, a grant
notice, this Grant Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Grantee electronically. In addition, the Grantee may deliver electronically any grant
notice and this Grant Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time-to-time. Such means of electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 

11.2 Consent to Electronic Delivery. The Grantee acknowledges that Grantee has read Section 11.1 and consents to the
electronic delivery of the Plan documents and any grant notice. The Grantee acknowledges that Grantee may receive from the Company a paper copy of any documents delivered electronically at no cost by contacting the Company by telephone or in
writing. 
 12. Administration. This Award Agreement is subject to the terms and conditions of the Plan and the Plan shall in
all respects be administered by the Committee in accordance with the terms and provisions of the Plan. The Committee 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 Committee with respect to the Plan and this Award 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 Grant Agreement and the Plan, the provisions of the
Plan shall control. 
 13. Continuation of Employment. This Grant Agreement shall not be construed to confer upon the Grantee
any right to continue employment with the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate Grantee’s employment at any time. 

14. Responsibility for Taxes and Withholdings. Regardless of any action the Company or the Grantee’s actual employer
(“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee
(“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee
further acknowledges that the Company and/or the Employer: (i) make 

  
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no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of Units, the
conversion of the Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than
one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction. 
 Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make
adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Article 17 of the Plan, if permissible under local law and unless otherwise provided by the Committee prior to the
vesting of the shares, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold all applicable Tax-Related Items in shares of Stock to be issued upon vesting/settlement of the Units. Alternatively, or in addition,
the Grantee authorizes the Company and/or the Employer, or their respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from
the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Units either through a voluntary
sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); (iii) personal check or other cash equivalent acceptable to the Company; or (iv) any other means as determined
appropriate by the Company or the Committee. 
 The Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been
issued the full number of shares of Stock subject to the Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the
Plan. 
 Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer
may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares or the proceeds of the sale of
shares of Stock if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items. 
 15.
Amendments. Unless otherwise provided in the Plan or this Grant Agreement, this Grant Agreement may be amended only by a written agreement executed by the Company and the Grantee. 

  
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 16. Integrated Agreement. Any grant notice, this Grant Agreement and the Plan shall
constitute the entire understanding and agreement of the Grantee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between
the Grantee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of any grant notice and this Grant Agreement shall survive
any settlement of the Award and shall remain in full force and effect. 
 17. Severability. If one or more of the provisions
of this Grant Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or
unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Grant Agreement to be
construed so as to foster the intent of this Grant Agreement and the Plan. 
 18. Counterparts. Any grant notice and this
Grant Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

19. Governing Law and Venue. This Grant Agreement shall be interpreted and administered under the laws of the State of Delaware.
For purposes of litigating any dispute that arises under this grant or this Award, the parties hereby submit to and consent to the jurisdiction of the State of Arizona, agree that such litigation shall be conducted in the courts of Maricopa County,
Arizona, or the federal courts for the United States for the District of Arizona, where this grant is made and/or to be performed. 
 20.
Other. The Grantee represents that the Grantee has read and is familiar with the provisions of the Plan and this Grant Agreement, and hereby accepts the Award subject to all of their terms and conditions. 

21. Section 409A Compliance. The Company believes, but does not and cannot warrant or guaranty, that the payments due
pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the
Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of
employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). In addition, if Grantee is a “specified employee” (as defined in Treasury
Regulation Section 1.409A-1(i)) and any payments due pursuant to this Award Agreement are payable on the Grantee’s “separation from service,” then such payments shall be paid on the first business day following the expiration of
the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Grant Agreement shall be
interpreted, to the extent possible, to comply with Section 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Grantee by Section 409A. 

  
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 22. Confidentiality. The Grantee acknowledges and agrees that the terms of this
Award Agreement are considered proprietary information of the Company. The Grantee hereby agrees that Grantee shall maintain the confidentiality of these matters to the fullest extent permitted by law and shall not disclose them to any third party.
If the Grantee violates this confidentiality provision, without waiving any other remedy available, the Company may revoke this Award without further obligation or liability, and the Grantee may be subject to disciplinary action, up to and including
the Company’s termination of the Grantee’s employment for Cause. 
 23. Appendix. Notwithstanding any provisions in
this Grant Agreement, the grant of the Units shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Grant Agreement for the Grantee’s country (the “Appendix”). Moreover, if the
Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Grant Agreement. 

24. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s
participation in the Plan, on the Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to
require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Award and profits under this Grant Agreement are subject to the Company’s compensation recovery policy or
policies (and related Company practices) as such may be in effect from time-to-time, which policies were adopted in response to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and similar or related
laws, rules and regulations. Grantee agrees to fully cooperate with the Company in assuring compliance with such policies and the provisions of applicable law, including, but not limited to, promptly returning any compensation subject to recovery by
the Company pursuant to such policies and applicable law. 

  
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 IN WITNESS WHEREOF, the Company has caused this Grant Agreement to be signed by its duly
authorized representative and the Grantee has signed this Grant Agreement as of the date first written above. 
  

			
	ON SEMICONDUCTOR CORPORATION
		
	By:	 	  

	Its:	 	Senior Vice President of Human Resources
	
	GRANTEE
		
	By:	 	  




  
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