Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT
WHEREAS , Semiconductor Components Industries, LLC
(“ Company ”) and Bill Hall (“
Executive ”) entered into an Employment Agreement
dates as of April 23, 2006 (“ Agreement
”);
WHEREAS , all defined terms used herein shall have the
meanings set forth in the Agreement unless specifically defined
herein;
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 ON Semiconductor
Corporation and its Compensation Committee have both reviewed and
considered this matter and this Amendment No. 1 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)),
the Executive shall be entitled to: (i) any accrued but unused
vacation, (ii) Base Salary through the Date of Termination (to
the extent not theretofore paid), (iii) the continuation of
Base Salary (as in effect immediately prior to the termination) for
twelve (12) months following the Date of Termination which,
subject to the restriction set forth below, shall be paid in
accordance
1
with the Company’s ordinary
payroll practices in effect from time to time, (iv) any earned
but not paid Bonus for the Performance Cycle immediately preceding
the Date of Termination, and (v) a pro-rata portion of the
Bonus, if any, for the Performance Cycle in which the Date of
Termination occurs (based on the achievement of the applicable
performance criteria and related to the applicable Performance
Cycle as described in Section 2(b)). Notwithstanding the
foregoing, the amount of payment set forth in (iii) above
during the six-month period following the Date of Termination shall
not exceed the severance pay exception limitation 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
