Exhibit 10.4
AMENDMENT NO. 7 TO
EMPLOYMENT
AGREEMENT
FOR KEITH JACKSON
WHEREAS, ON Semiconductor Corporation
(“Company”) and Keith Jackson (“Executive”)
entered into an Employment Agreement dated as of November 10,
2002 and as previously amended
(“Agreement”);
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 100% to 125% 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 125% 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 and/or its Compensation Committee (both or
either herein may be referred to as 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”) up to
a maximum target of 125% of Base Salary paid 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 and if provided in Section 5(a) herein. The
Bo
