Exhibit 4.1
ON SEMICONDUCTOR
CORPORATION
2000 EMPLOYEE STOCK PURCHASE
PLAN
(as amended and restated as of
May 20, 2009)
1. PURPOSE . The
purpose of this ON Semiconductor Corporation 2000 Employee Stock
Purchase Plan (the “Plan”) is to encourage stock
ownership by eligible employees of ON Semiconductor Corporation
(formerly known as SCG Holding Corporation) (the
“Company”) and its Subsidiaries and thereby provide
employees with an incentive to contribute to the profitability and
success of the Company. The Plan is intended to qualify as an
“employee stock purchase plan” under Section 423
of the Code and will be maintained for the exclusive benefit of
eligible employees of the Company and its Subsidiaries.
2. DEFINITIONS . For
purposes of the Plan, in addition to the terms defined in
Section 1, the following terms are defined:
(a) “Board” means the
Board of Directors of the Company.
(b) “Cash Account” means
the account maintained on behalf of a Participant by the Company
for the purpose of holding cash contributions withheld from payroll
pending investment in Stock.
(c) “Code” means the
Internal Revenue Code of 1986, as amended.
(d) “Custodian” means
Solomon Smith Barney or any successor or replacement appointed by
the Board or its delagatee under Section 3(a).
(e) “Earnings” means a
Participant’s salary or wages, including bonuses, for
services performed for the Company and its Subsidiaries and
received by a Participant for services rendered during an Offering
Period.
(f) “Fair Market Value”
means the closing price of the Stock on the relevant date as
reported on NASDAQ (or any national securities exchange or
quotation system on which the Stock is then listed), or if there
were no sales on that date the closing price on the next preceding
date for which a closing price was reported; provided, however,
that for any Offering Period beginning on the IPO Date, the Fair
Market Value of the Stock on the first day of such Offering Period
shall be deemed to be the price at which the Company’s Stock
is offered under its initial public offering of Stock.
(g) “IPO Date” means the
date on which the Company’s initial public offering of Stock
is consummated.
(h) “Offering Period”
means the period beginning on the IPO Date and ending on the last
day of the next calendar quarter, and every three-month period
thereafter. For
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Participants who do not reside in
the United States, if the day on which the Company receives
approval by the applicable foreign jurisdiction to offer common
stock to Participants residing in that jurisdiction is later than
the day on which the Company’s initial public offering
becomes effective, the Offering Period means the period beginning
on the day on which the Company receives approval by the applicable
foreign jurisdiction to offer common stock to such Participants and
ending on the last day of the next calendar quarter, and every
three-month period thereafter.
(i) “Participant” means
an employee of the Company or a Subsidiary who is participating in
the Plan.
(j) “Purchase Right”
means a Participant’s option to purchase Stock that is deemed
to be outstanding during an Offering Period. A Purchase Right
represents an “option” under Section 423 of the
Code.
(k) “Stock” means the
common stock of the Company.
(l) “Stock Account”
means the account maintained on behalf of the Participant by the
Custodian for the purpose of holding Stock acquired under the
Plan.
(m) “Subsidiary” means
any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain as
set forth in Code Section 424(f).
3. ADMINISTRATION
.
(a) Board Administration .
The Plan will be administered by the Board. The Board may delegate
its administrative duties and authority (other than its authority
to amend the Plan) to any Board committee or to any officers or
employees or committee thereof as the Board may designate (in which
case references to the Board will be deemed to refer to the
administrator to which such duties and authority have been
delegated). The Board will have full authority to adopt, amend,
suspend, waive, and rescind rules and regulations and appoint
agents as it deems necessary or advisable to administer the Plan,
to correct any defect or supply any omission or reconcile any
inconsistency in the Plan and to construe and interpret the Plan
and rules and regulations thereunder, to furnish to the Custodian
such information as the Custodian may require, and to make all
other decisions and determinations under the Plan (including
determinations relating to eligibility). No person acting in
connection with the administration of the Plan will, in that
capacity, participate in deciding any matter relating to his or her
participation in the Plan.
(b) The Custodian . The
Custodian will act as custodian under the Plan, and will perform
duties under the Plan and in any agreement between the Company and
the Custodian. The Custodian will establish and maintain
Participants Stock Accounts and any subaccounts as may be necessary
or desirable to administer the Plan.
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(c) Waivers . The Board may
waive or modify any requirement that a notice or election be made
or filed under the Plan a specified period in advance on an
individual case or by adopting a rule or regulation under the Plan,
without amending the Plan.
(d) Other Administrative
Provisions . The Company will furnish information from its
records as directed by the Board, and such records, including a
Participant’s Earnings, will be conclusive on all persons
unless determined by the Board to be incorrect. Each Participant
and other person claiming benefits under the Plan must furnish to
the Company in writing an up-to-date mailing address and any other
information as the Board or Custodian may reasonably request. Any
communication, statement, or notice mailed with postage prepaid to
any such Participant or other person at the last mailing address
filed with the Company will be deemed sufficiently given when
mailed and will be binding upon the named recipient. The Plan will
be administered on a reasonable and nondiscriminatory basis and
uniform rules will apply to all persons similarly situated. All
Participants will have equal rights and privileges (subject to the
terms of the Plan) with respect to Purchase Right outstanding
during any given Offering Period in accordance with Code
Section 423(b)(5).
4. STOCK SUBJECT TO
PLAN . Subject to adjustment as provided below, the total
number of shares of Stock reserved and available for issuance or
which may be otherwise acquired upon exercise of Purchase Rights
under the Plan will be 15,000,000. If, at the end of any Offering
Period, the number of shares of Stock with respect to which
Purchase Rights are to be exercised exceeds the number of shares of
Stock then available under the Plan, the Board shall make a pro
rata allocation of the shares of Stock remaining available for
purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable. Any shares of Stock delivered by
the Company under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares or shares of
Stock purchased on the open market. The number and kind of such
shares of Stock subject to the Plan will be proportionately
adjusted, as determined by the Board, in the event of any
extraordinary dividend or other distribution, recapitalization,
forward or reverse split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event affecting the
Stock.
5. ENROLLMENT AND
CONTRIBUTIONS .
(a) Eligibility . An employee
of the Company or any Subsidiary designated by the Board may be
enrolled in the Plan for any Offering Period if such employee is
employed by the Company or a Subsidiary authorized to participate
in the Plan on the first day of the Offering Period, unless one of
the following applies to the employee:
(i) such person has been employed by
the Company or a Subsidiary less than 90 days; or
(ii) such person is customarily
employed by the Company or a Subsidiary for 20 hours or less a
week; or
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(iii) such person is customarily
employed by the Company or a Subsidiary for not more than five
months in any calendar year;
(iv) such person would, immediately
upon enrollment, be deemed to own, for purposes of
Section 423(b)(3) of the Code, an aggregate of five percent or
more of the total combined voting power or value of all outstanding
shares of all classes of the Stock of the Company or any
Subsidiary.
Notwithstanding the above, solely
for purposes of the first Offering Period under the Plan, an
employee who is employed by the Company or a Subsidiary on the
first day of such Offering Period and who is otherwise eligible to
participate in the Plan shall not be required to satisfy the 90 day
employment period specified in 5(a)(i) above.
The Company will notify an employee
of the date as of which he or she is eligible to enroll in the
Plan, and will make available to each eligible employee the
necessary enrollment forms. Notwithstanding the above, any
individual who is employed by the Company or a Subsidiary
designated by the Board and who is working outside of the United
States shall not be eligible to participate in the Plan if the laws
of the country in which the employee is working makes the offer of
the Purchase Right or the delivery of Stock under the Plan
impractical. Additionally, the offer of the Purchase Right and the
delivery of Stock under the Plan shall be effective for any
individual who is employed by the Company or a Subsidiary and who
is working outside of the United States only after the Company has
complied with the applicable laws of the country in which the
employee is working.
(b) Initial Enrollment . An
employee who is eligible under Section 5(a) (or who will
become eligible on or before a given Offering Period) may, after
receiving current information about the Plan, initially enroll in
the Plan by executing and filing with the Company a properly
completed enrollment form, including the employee’s election
as to the rate of payroll contributions for the Offering Period. To
be effective for any Offering Period, such enrollment form must be
filed at least two weeks (or such other period determined by the
Board) preceding such Offering Period.
(c) Automatic Re-enrollment for
Subsequent Offering Periods . A Participant whose enrollment
in, and payroll contributions under, the Plan continues throughout
a Offering Period will automatically be re-enrolled in the Plan for
the next Offering Period unless (i) the Participant terminates
enrollment before the next Offering Period in accordance with
Section 7(a), or (ii) the Participant is ineligible to
participate under Section 5(a). The initial rate of payroll
contributions for a Participant who is automatically re-enrolled
for a Offering Period will be the same as the rate of payroll
contribution in effect at the end of the preceding Offering Period,
unless the Participant files a new enrollment form designating a
different rate of payroll contributions and such new enrollment
form is received no later than two weeks (or such other period
determined by the Board) prior to the beginning of the next
Offering Period.
(d) Payroll Contributions . A
Participant will make contributions under the Plan by
