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EXHIBIT
10.1
RESTRICTED STOCK UNITS
AWARD AGREEMENT
ON
SEMICONDUCTOR
2000 STOCK INCENTIVE
PLAN
(Form of Time and
Performance Based Award for Officers)
ON Semiconductor Corporation,
a Delaware Corporation (“Company”), hereby grants to [
] (“Grantee”), a Participant in the ON Semiconductor
Corporation (formerly known as SCG Holding Corporation) 2000 Stock
Incentive Plan (“Plan”), as amended, a Restricted Stock
Units Award (“Award”) for Units (“Units”)
representing shares of the Company’s Common Stock
(“Stock”). The grant is made effective as of the [
] day of [
] (“Grant Date”). Although designated as a
“Restricted Stock Unit Award,” this Award is granted
under the Performance Share Award portion of the Plan.
A. The Board of
Directors of the Company (“Board”) has adopted the Plan
as an incentive to retain members of the Board, and key employees,
officers and consultants of the Company and to enhance the ability
of the Company to attract new members of the Board, employees,
officers and consultants whose services are considered unusually
valuable by providing an opportunity for them to have a proprietary
interest in the success of the Company.
B. The Board 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.
C. To the extent not
specifically defined in this Restricted Stock Units Award Agreement
(“Agreement”), all capitalized terms used in this
Agreement shall have the meaning set forth in the Plan.
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 . Grantee is hereby granted a Restricted Stock Units
Award for [
] Units, representing the right to receive the same number of
shares of the Company’s Stock, subject to the terms and
conditions in this Agreement. This Award is granted pursuant to the
Plan and its terms are incorporated by reference.
2. Vesting of
Units .
a. [
] of the Units will vest in accordance with the following
schedule:
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Number
of RSUs Vested
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Vesting
Date
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[
]
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[
] Anniversary of Grant Date |
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[
]
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[
] Anniversary of Grant Date |
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[
]
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[
] Anniversary of Grant Date |
b. [
] of the Units will vest in accordance with, and only upon the
attainment of, prior to [
], the following performance criteria:
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Number
of RSUs Vested
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Performance
Criteria
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[
]
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Product
revenue of $[
] million and gross margins on product revenue of at least [
]% in [
]
consecutive quarters |
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[
]
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Product
revenue of $[
] million and gross margins on product revenue of at least [
]% in [
]
consecutive quarters |
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[
]
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Product
revenue of $[
] million and gross margins on product revenue of at least [
]% in [
]
consecutive quarters |
By way of example, if in [
]
consecutive quarters ON has product revenue in excess of $[
] million and for those [
] quarters
has product gross margins of at least [
]%, all [
] Units will become vested. For purposes of the above vesting
schedule, qualifying product revenues and product gross margins
shall be determined in accordance with U.S. GAAP unless the Board
or the [
] Committee of the Board (“[
] Committee”) determines that an alternative method would be
more appropriate to achieve the objectives of this Award. When the
Grantee believes that any of the performance criteria listed above
have been achieved, the Grantee shall notify the Chairman of the [
] Committee in writing of such achievement (“Notice of
Achievement”). The [
] Committee will promptly review any such Notice of Achievement and
either accept it or provide an explanation for non-acceptance in
writing. The Grantee understands that such review by the [
] Committee may include an analysis of any and all param
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