Retention bonus

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Thank you for your hard work and continuing efforts in support of the Company’s success. In recognition of your performance, and as an incentive to remain with the Company, we are pleased to announce your eligibility to earn a special cash retention bonus in the aggregate amount of [$___________], less applicable payroll withholdings and deductions, pursuant to the terms and conditions set forth in this Retention Agreement (the “Retention Bonus”).

This Retention Agreement is the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the Retention Bonus, and it supersedes and replaces any other agreements (whether written or unwritten) you may have with the Company concerning these matters; provided, however, that, for the avoidance of doubt, this Retention Agreement does not supersede any severance or change in control benefits you may be entitled to under your written employment agreement or other written agreement with the Company, and any payments or benefits you are eligible for under any Company plan. This Retention Agreement is entered into without reliance on any promise or representation (written or unwritten) other than those expressly contained herein. The terms of this Retention Agreement may not be modified or amended except in a written agreement signed by you and a duly authorized officer of the Company.

with respect to each of the First Retention Bonus Payment, Second Retention Bonus Payment and Third Retention Bonus Payment, you must remain continuously employed by the Company on a full-time basis in good performance standing through and including April 1, 2021 (with respect to the First Retention Bonus Payment), September 1, 2021 (with respect to the Second Retention Bonus Payment) and December 1, 2021 (with respect to the Third Retention Bonus Payment); and

If earned, the Retention Bonus payment described in this Section II will be paid to you in a lump sum cash amount, less applicable payroll withholdings and deductions, on the first administratively practicable Company payroll date following (i) in the case of your Qualifying Termination, the date the Release is effective and can no longer be revoked; and (ii) in the case of a Qualifying Change in Control, the date of such Change in Control; provided however that in either case, if such payment is the Third Retention Bonus Payment, such payment may be delayed until after December 1, 2021 if necessary to determine if the Performance Goal has been met. In no event shall any payment under this Section II be made later than March 15, 2022.

Notwithstanding the foregoing Section I, if, on or prior to December 1, 2021, either (i) you incur a Qualifying Termination or (ii) there is a Qualifying Change in Control, you will be paid the next installment of the Retention Bonus (i.e., the First Retention Bonus Payment, Second Retention Bonus Payment or Third Retention Bonus Payment, as applicable) scheduled to be earned and paid to you (under the schedule set forth in in Section I) following your Qualifying Termination or the Qualifying Change in Control, as applicable, and subject to your execution of an effective Release described below, if applicable. For clarity: (1) if your Qualifying Termination or the Qualifying Change in Control occurs on or prior to April 1, 2021, you will still receive the First Retention Bonus Payment; (2) if your Qualifying Termination or the Qualifying Change in Control occurs after April 1, 2021, but on or prior to September 1, 2021, you will still receive the Second Retention Bonus Payment; and (3) if your Qualifying Termination or the Qualifying Change in Control occurs after September 1, 2021, but on or prior to December 1, 2021, you will still receive the Third Retention Bonus Payment, if and only if the Performance Goal is met.

It is intended that all payments provided for under this Retention Agreement satisfy, to the greatest extent possible, an exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder or any state law of similar effect (“Section 409A”), including but not limited to the exemption provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested, and any ambiguities herein shall be interpreted accordingly. It is intended that each installment of any benefit payable under this Retention Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). To the extent that an exemption from Section 409A is not available, the payments provided under this Retention Agreement are intended to comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly; if and to the extent necessary to avoid adverse tax consequences under Section 409A, any Retention Bonus payment provided in connection with your Qualifying Termination shall not be payable unless and until you have incurred a “separation from service” as such term is defined in Treasury Regulations Section 1.409A-1(h) and, if the period during which you may consider and sign the Release spans two (2) calendar years, such payment will not be made until the later calendar year.

Subject to the conditions described below, $[___] of the Retention Bonus will be payable in a lump sum on the Company’s first regularly scheduled payroll date on or following April 1, 2021 (the “First Retention Bonus Payment”), $[___] of the Retention Bonus will be payable in a lump sum on the Company’s first regularly scheduled payroll date on or following September 1, 2021 (the “Second Retention Bonus Payment”), and the remaining $[___] of the Retention Bonus will be payable in a lump sum on the Company’s first regularly scheduled payroll date on or following December 1, 2021 (the “Third Retention Bonus Payment”); provided, however, that in order to earn each of the First Retention Bonus Payment, the Second Retention Bonus Payment and the Third Retention Bonus Payment, the following conditions must be satisfied, except to the extent provided for in Section II of this Retention Agreement:

Miscellaneous. By signing this Retention Bonus Agreement, you acknowledge and agree that (i) you have reviewed this Retention Bonus Agreement in its entirety, (ii) you have had an opportunity to obtain the advice of counsel prior to signing this Retention Bonus Agreement, (iii) you fully understand all the terms and conditions contained in this Retention Bonus Agreement, (iv) nothing in this Retention Bonus Agreement confers upon you any right with respect to future compensation or continuation of your services with the Company or any of its affiliates, nor does anything in this Retention Bonus Agreement interfere in any way with the right of the Company or any of its affiliates to terminate your relationship with the Company or its subsidiaries or affiliates, with or without cause, and with or without notice, and for any reason or no reason, (v) the Retention Bonus is subject to required tax withholdings, (vi) the Company will interpret and resolve any ambiguities in this Retention Bonus Agreement in its discretion, (vii) you may not assign this Retention Bonus Agreement, (viii) this Retention Bonus Agreement can only be amended in writing signed by you and the Company, (ix) this Retention Bonus Agreement represents the entire agreement between you and the Company regarding the Retention Bonus and (x) this Retention Bonus Agreement will be governed by the laws of Delaware. Notwithstanding anything to the contrary herein, if, prior to the Retention Date, there occurs a Change in Control (as defined in the Company’s 2013 Long-Term Incentive Plan) and, immediately prior to such Change in Control, you are employed with the Company, then, within 14 days following such Change in Control, you will receive the Retention Bonus and you will be due no other compensation or payments hereunder.

If your employment with the Company terminates due to an Involuntary Termination (as defined below) prior to the Retention Date, then, subject to you (or, in the event of your death, your estate) executing and letting become irrevocable a general release of claims in the form provided by the Company on or before the 52nd day following such termination, you will receive the Retention Bonus within 14 days following the day on which such general release becomes irrevocable. Notwithstanding anything to the contrary herein or otherwise, if such Involuntary Termination is due to clause (ii) or (iv) of the definition of Involuntary Termination, the amount of the Retention Bonus paid to you will be prorated for the number of days of your employment with the Company between (x) October 2, 2020, and (y) the Retention Date, as calculated by the Company in its reasonably discretion.

to others with the exception of my immediate family, attorney and tax advisors without ON Semiconductor’s consent, unless required by law. If you violate this confidentiality agreement, without waiving any other remedy available, SCILLC may terminate your eligibility for the Retention Bonus without further payment or liability. Nothing in this Agreement shall be interpreted to prohibit employees from discussing the terms and conditions of their employment with the Company.

5. Reassignment: You are eligible to apply for openings within the Company or and its affiliated entities. If you apply for such an opening and are subsequently reassigned by the Company, to another position, department, function or business group within ON Semiconductor or its affiliated entities during the Retention Period, SCILLC may determine, in its sole and absolute discretion, that you have not earned the Retention Bonus. Conversely, if SCILLC initiates a possible reassignment and you are actually reassigned by SCILLC to another position, department, function or business group within ON Semiconductor or its affiliated entities during the Retention Period, you will remain eligible for the Retention Bonus and may be deemed to have earned the Retention Bonus so long as you have satisfied each of the conditions provided for in Section 2.

6. Nature of Retention Program and Leaves of Absences: Eligibility for the Retention Bonus is a retention tool designed to recognize an employee’s contribution and as such payments are to be considered a performance bonus, requiring actual participation and continued active duties by you. Accordingly, if you are granted an approved leave of absence prior to the end of the Retention Period, and you are otherwise eligible for the Retention Bonus, the amount actually due and payable to you is in the sole and absolute discretion of the Company. Nothing in this Agreement shall be deemed to affect any party’s rights or responsibilities under the Americans with Disabilities Act, as amended.

9. Applicable Law, Jurisdiction and Venue and Dodd-Frank: This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Arizona, excluding its conflict of law provisions. The parties agree that the sole and exclusive jurisdiction and venue for any action arising out of, relating to, or in any way connected to this Agreement shall rest only in the state or federal courts of Maricopa County, Arizona and any action brought in any other jurisdiction and/or venue shall be improper and be subject to dismissal. Any rights of an employee under the laws of Japan are waived to the full extent allowed by the laws of any jurisdiction and shall not apply to this employment relationship. Further, this Agreement and Retention Bonus hereunder are subject to SCILLC and its parent’s compensation recovery policy or policies (and related SCILLC and its parent practices) as such may be in effect from time-to-time, as a result of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and similar or related laws, rules and regulations.

This Retention Bonus Agreement (“Agreement”) is made and entered into among Semiconductor Components Industries, LLC, a limited liability company incorporated under the laws of the State of Delaware (“SCILLC”), SANYO Semiconductor Co., Ltd, a company organized under the laws of Japan (“SANYO”) (SCILLC and SANYO referred to collectively herein as “ON Semiconductor” or “Company”) and Mamoon Rashid (“you” and/or “your”) with respect to the following facts:

3. Advance Payment of Retention Bonus; Repayment, Termination Without “Cause”. Within fifteen (15) days following the signing of this Agreement by you, SCILLC agrees to pay you the Retention Bonus in advance of you actually having satisfied the conditions to earning the Retention Bonus. However, you understand and agree that if you fail to satisfy each and every one of the conditions set forth in Section 2 above of this Agreement to earning the Retention Bonus, you must repay SCILLC the Retention Bonus that was advanced to you as described in Section 3.1.2 below.

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