Exhibit 10.5
AMENDMENT NO. 2 TO
EMPLOYMENT
AGREEMENT
WHEREAS, Semiconductor Components Industries, LLC
(“Company”) and Donald Colvin (“Executive”)
entered into an Employment Agreement dated as of May 26, 2005
(“Agreement”) and as previously amended;
WHEREAS , all defined terms used herein shall have the
meanings set forth in the Agreement unless specifically defined
herein;
WHEREAS , as of November 12, 2008 the Compensation
Committee (“Committee”) of the Board of Directors of ON
Semiconductor Corporation considered and approved an increase,
effective January 4, 2009, of the maximum target bonus
percentage for the Executive from 65% to 75% of his Base Salary
during the applicable Performance Cycle under a bonus Program
established and approved by the Committee and/or Board;
and
WHEREAS , the Company and the Executive now wish to
amend the Agreement to reflect the increase to the maximum target
bonus percentage to 75% consistent with the Committee’s
approvals and make certain related conforming changes to the
Agreement.
NOW, THEREFORE,
for mutual consideration the receipt
of which is hereby acknowledged, the Agreement is hereby amended as
follows:
1. Effective January 4, 2009,
Section 2(b) of the Agreement related to
“Compensation” is hereby amended by replacing such
section in its entirety with the following:
“(b) In addition to the Base
Salary, during the Employment Period, the Executive shall be
eligible to participate in the bonus program established and
approved by the Board (the “Program”) and, pursuant to
the Program, the Executive may earn a bonus (the
“Bonus”) on an annual or other performance period basis
(a “Performance Cycle”) of up to a maximum target of
75% of Base Salary earned during the applicable Performance Cycle
or an additional amount as approved by the Board under the Program
and in each case based on certain performance criteria; provided
that the Executive is actively employed by the Company on the date
the Bonuses are paid under the Program, except as provided in
Section 5(a) herein. The Bonus may be paid annually or more
frequently depending upon the Performance Cycle,
