ON SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
RESTRICTED STOCK UNITS AWARD AGREEMENT
ON Semiconductor Corporation, a Delaware Corporation, (“Company”) hereby grants to «NAME» (“Grantee”), a
Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time
(“Plan”), a Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the common stock of the
Company (“Stock”). This agreement to grant Stock Units (“Grant Agreement”) is made effective as of the day of , 20
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 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 Grantee’s Employment Agreement dated ,
(“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 Restricted Stock Units Award for Units, representing
the right to re