2019 Form of Performance-Based Restricted Stock Units Award
for Senior Vice Presidents and Above
ON SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
ON Semiconductor Corporation, a Delaware Corporation (the Company), hereby grants to ______________ (the Grantee), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (the Plan), a Performance-Based Restricted Stock Units Award (the Award) for units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (this Grant Agreement) is made effective as of March 4, 2019 (the Grant Date).
A. The Board of Directors of the Company (the Board) has adopted the Plan as an incentive to retain employees, officers, and non-employee Directors of, and Consultants to, the Company and to enhance the ability of the Company to attract, retain and motivate individuals upon whose judgment, interest and special effort the successful conduct of the Companys operation is largely dependent.
B. Under the Plan, the Board has delegated its authority to administer the Plan to the Compensation Committee of the Board (the Committee).
C. The Committee 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.
D. To the extent not specifically defined herein or in the Grantees employment agreement or comparable agreement, as amended from time to time (the Employment Agreement), all capitalized terms used in this Grant Agreement shall have the meaning set forth in the Plan unless a contrary meaning is set forth in the Employment Agreement.
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. The Company hereby grants to the Grantee a Performance-Based Restricted Stock Units Award for _____ Units, representing the right to receive payment of the same number of shares of Stock, subject to the terms and conditions of this Grant Agreement and the provisions of the Plan, which terms are incorporated herein by reference.