ON Semiconductor Corporation (NASDAQ:ON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

Amended and Restated Employment Agreement with
Mr.Jackson:

Effective June1, 2017, Mr.KeithD. Jackson, Chief Executive
Officer and President of ON Semiconductor Corporation (the
Corporation), and the Corporation entered into an amended and
restated employment agreement relating to Mr.Jacksons employment
with the Corporation (the Jackson Agreement), which agreement had
been previously approved by the Board of Directors of the
Corporation (the Board) and its Compensation Committee. The
Jackson Agreement generally consolidates all prior amendments to
the employment agreement between the Corporation and Mr.Jackson,
removes certain historical provisions that are no longer
applicable, adds certain government agency exceptions to the
confidentiality provisions contained therein, and incorporates
certain other clarifying changes. Additionally, in order to
provide better alignment with existing market practices relating
to post-termination compensation, the Jackson Agreement provides
that in the event that the Corporation terminates Mr.Jacksons
employment without Cause (as defined in the Jackson Agreement) or
Mr.Jackson terminates employment with the Corporation for Good
Reason (as defined in the Jackson Agreement) within 24 months
after a Change in Control (as defined in the Jackson Agreement)
of the Corporation, then Mr.Jackson would, in addition to all
other post-termination compensation payable to him to his
previous employment agreement with the Corporation, be entitled
to an additional cash payment in an amount equal to two times his
total target bonus for one year under the Corporations bonus
program in effect as of the date of his termination (the Jackson
CIC Benefit). The material terms of the Jackson Agreement are
otherwise consistent with the material terms of his previous
employment agreement with the Corporation, as amended.

The above description of the Jackson Agreement is qualified in
its entirety by reference to the Jackson Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.

Amendments to Employment Agreements with Messrs. Gutmann,
Hall, and Schromm:

Effective June1, 2017, each of Mr.Bernard Gutmann, Executive Vice
President, Chief Financial Officer, and Treasurer of the
Corporation, Mr.WilliamM. Hall, Executive Vice President and
General Manager, Power Solutions Group of the Corporation, and
Mr.WilliamA. Schromm, Executive Vice President and Chief
Operating Officer of the Corporation (collectively, the
Executives), entered into an amendment to his employment
agreement with the Corporation (collectively, the EVP
Amendments), which amendments had been previously approved by the
Board and its Compensation Committee. Consistent with the Jackson
Agreement, the EVP Amendments add certain government agency
exceptions to the confidentiality provisions contained therein
and incorporate certain other clarifying changes. Additionally,
the EVP Amendments provide the Executives with an enhanced change
in control benefit identical to the Jackson CIC Benefit except
that each Executive would, in addition to all other
post-termination compensation payable to him to his previous
employment agreement with the Corporation, be entitled to an
additional cash payment in an amount equal to his total target
bonus for one year under the Corporations bonus program in effect
as of the date of his termination (the Executive CIC Benefit).
The material terms of the employment agreements for the
Executives, as amended by the EVP Amendments, are otherwise
consistent with the material terms of their previous employment
agreements with the Corporation.

The above description of the EVP Amendments is qualified in its
entirety by reference to the EVP Amendments, copies of which are
filed as Exhibits 10.2-10.4 to this Current Report on Form 8-K
and which are incorporated herein by reference.

Key Officer Severance and Change of Control Agreement with
Mr.Rashid:

Effective June1, 2017, Mr.Mamoon Rashid, Senior Vice President,
Strategic Business Ventures of the Corporation, entered into a
Key Officer Severance and Change of Control Agreement with the
Corporation (the Rashid Agreement), which agreement had been
previously approved by the Board and its Compensation Committee
and which supersedes and replaces his previous employment
agreement with the Corporation and all related agreements.
Consistent with the EVP Amendments, the Rashid Agreement adds
certain government agency exceptions to the confidentiality
provisions contained therein, adds the Executive CIC Benefit, and
incorporates certain other clarifying changes.

The above description of the Rashid Agreement is qualified in its
entirety by reference to the Rashid Agreement, a copy of which is
filed as Exhibit 10.5 to this Current Report on Form 8-K and
which is incorporated herein by reference.

The below exhibits are furnished as part of this report.

About ON Semiconductor Corporation (NASDAQ:ON)

ON Semiconductor Corporation offers a portfolio of analog, digital and mixed signal integrated circuits (ICs), standard products, image sensors and custom devices for customers to solve their design challenges in advanced electronic systems and products. The Company operates through four segments: Application Products Group, Image Sensor Group, Standard Products Group, and System Solutions Group. The Company’s power management and motor driver semiconductor components control, convert, protect and monitor the supply of power to the different elements within a range of electronic devices. Its custom application specific integrated circuits (ASICs) use analog, digital signal processing (DSP), mixed-signal and advanced logic capabilities for its automotive, medical, military/aerospace, consumer and industrial customers’ products. Its signal management semiconductor components provide clock management and data flow management for precision computing, communications and industrial systems.

ON Semiconductor Corporation (NASDAQ:ON) Recent Trading Information

ON Semiconductor Corporation (NASDAQ:ON) closed its last trading session up +0.28 at 15.86 with 5,071,873 shares trading hands.