ON SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
ON Semiconductor Corporation, a Delaware Corporation (“Company”) hereby grants to [DIRECTOR] (“Optionee”), a
Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time
(“Plan”), a Non-Qualified Stock Option representing shares of the common stock of the Company (“Stock”). This agreement to
grant Stock Options (“Option Agreement”) is made effective as of the day of , 20 (“Grant Date”).
A. The Board of Directors of the Company (“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 Company’s operation
is largely dependent.
B. Under the Plan, the Board has delegated its authority to administer the Plan to the Compensation Committee of the
C. The Committee has approved the granting of Options to the Optionee pursuant to the Plan to provide an incentive to
the Optionee to focus on the long-term growth of the Company.
D. To the extent not specifically defined in this Option Agreement, all capitalized terms used in this Option 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 Optionee agree as follows:
1. Grant of Option . The Company hereby grants to the Optionee the right and option (hereinafter referred to as the
“Option”) to purchase an aggregate of shares (such number being subject to adjustment as provided in paragraph 12 hereof
and Section 5.3 of the Plan) of the Stock on the