EXHIBIT 10.55 EXECUTION COPY PLEDGE AGREEMENT dated as of August 4, 1999, as amended and restated as of March 3, 2003, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the "Borrower"), ON SEMICONDUCTOR CORPORATION,...Pledge Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
betweenRegistration Rights Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 27, 2002 (the "Agreement"), between Semiconductor Components Industries, LLC (the "Company"), with offices at 5005 East McDowell Road, Phoenix, Arizona 85008, and William Bradford (the...Employment Agreement • May 9th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Arizona
INDENTUREOn Semiconductor Corp • August 12th, 2002 • Semiconductors & related devices • New York
EXHIBIT 10.5 SECURITY AGREEMENT dated as of May 6, 2002, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company ("SCI LLC"), ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company" and, together with SCI LLC,...Security Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term "Credit Agreement", as used in the other Loan Documents, shall mean the Restated Credit Agreement. All Tranche A Term Loans, Tranche B Term Loans,...Credit Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
1 EXHIBIT 10.6On Semiconductor Corp • August 13th, 2001 • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
INDENTUREOn Semiconductor Corp • March 25th, 2003 • Semiconductors & related devices • New York
Exhibit 10.5 TERMINATION AGREEMENT TERMINATION AGREEMENT (this "Agreement") made as of May 3, 2002, by and between Dario Sacomani ("Sacomani") and Semiconductor Components Industries, LLC dba ON Semiconductor, a Delaware corporation, and all of its...Termination Agreement • May 9th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Arizona
Exhibit 4.1 ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2008 PURCHASE AGREEMENTPledge Agreement • August 12th, 2002 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT dated as of April 17, 2002 to the Credit Agreement dated as of August 4, 1999, as amended and restated as of April 3, 2000, as amended (the "Credit Agreement"), among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION,...On Semiconductor Corp • August 12th, 2002 • Semiconductors & related devices • New York
November 28, 2001 Dario Sacomani 10457 E. Sunnyside Dr. Scottsdale, AZ 85259 Dear Dario: Given the present difficult industry and the general economic conditions, the relatively short time remaining on your employment agreement dated as of October 27,...Letter Agreement • March 29th, 2002 • On Semiconductor Corp • Semiconductors & related devices
1 FORM OF MASTER TRUST AGREEMENT Exhibit 10.36 FOR THE ON SEMICONDUCTOR DEFERRED COMPENSATION PLANS 2 MASTER TRUST AGREEMENT FOR THE ON SEMICONDUCTOR DEFERRED COMPENSATION PLANSTrust Agreement • April 25th, 2000 • SCG Holding Corp • Semiconductors & related devices • Arizona
Exhibit 10.38b SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement") made as of March 31, 2003, by and among John Kurtzweil (the "Executive"), ON Semiconductor Corporation and Semiconductor Components Industries, L.L.C. (collectively, the...Separation Agreement • May 2nd, 2003 • On Semiconductor Corp • Semiconductors & related devices • Arizona
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2016 • On Semiconductor Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of February 19, 2016 by and between ON Semiconductor, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
1 EXHIBIT 4.4 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (the "Agreement"), dated as of September 7, 2001, by and between TPG ON Holdings LLC (the "Investor") and ON Semiconductor Corporation (the "Company"), for the benefit of the Senior...Subordination Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
dated as ofCredit Agreement • April 7th, 2000 • SCG Holding Corp • Semiconductors & related devices • New York
INVESTMENT AGREEMENT dated as of September 7, 2001 between TPG ON HOLDINGS LLC and ON SEMICONDUCTOR CORPORATIONInvestment Agreement • September 7th, 2001 • On Semiconductor Corp • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION, as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 28, 2023 0.50% Convertible Senior Notes due 2029Indenture • March 2nd, 2023 • On Semiconductor Corp • Semiconductors & related devices • New York
INDENTURE dated as of February 28, 2023 among ON Semiconductor Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors listed on the signature page hereof, and Computershare Trust Company, National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 10.50(a) EMPLOYMENT AGREEMENT AGREEMENT, dated as of November 10, 2002 (the "Agreement"), between On Semiconductor Corporation (the "Company"), with offices at 5005 East McDowell Road, Phoenix, Arizona 85008, and Keith Jackson (the...Employment Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • Arizona
ON SEMICONDUCTOR CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of June 8, 2020Rights Agreement • June 8th, 2020 • On Semiconductor Corp • Semiconductors & related devices • Delaware
RIGHTS AGREEMENT, dated as of June 8, 2020 (this “Agreement”), between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1 hereof or as otherwise defined elsewhere in this Agreement.
Dealer Address]On Semiconductor Corp • March 2nd, 2023 • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and ON Semiconductor Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
EXHIBIT 4.17 ON SEMICONDUCTOR CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC 12% SENIOR SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
1 EXHIBIT 10.3 STOCK PURCHASE AGREEMENT BY AND BETWEEN THE CHERRY CORPORATION, SELLERStock Purchase Agreement • April 7th, 2000 • SCG Holding Corp • Semiconductors & related devices • Illinois
SECURITY AGREEMENT dated as of August 4, 1999, as amended and restated as of March 3, 2003, among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the "Borrower"), ON SEMICONDUCTOR CORPORATION, a Delaware corporation...Execution Copy • March 25th, 2003 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT NO. 1 Dated as of May 1, 2015 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 10, 2013Credit Agreement • May 4th, 2015 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 10, 2013 and amended as of the First Amendment Effective Date among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, ON SEMICONDUCTOR CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND plc and SUMITOMO MITSUI BANKING CORPORATION, as Co-Syndication Agents, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, BARCLAYS and MIZUHO BANK PLC , LTD., as Co-Syndication Agents, and FIFTH THIRD BANK and COMPASS BANK, as Co-Documentation Agents.
1 EXHIBIT 1.1 30,000,000 Shares Common Stock SCG HOLDING CORPORATION FORM OF UNDERWRITING AGREEMENTSCG Holding Corp • April 7th, 2000 • Semiconductors & related devices • New York
1 EXHIBIT 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FOR JAMES THORBURN WHEREAS, Semiconductor Components Industries, LLC (the "Company") and James Thorburn (the "Executive") entered into an Employment Agreement dated November 8, 1999 (the...Employment Agreement • November 14th, 2000 • On Semiconductor Corp • Semiconductors & related devices
June 2, 2015Letter Agreement • June 8th, 2015 • On Semiconductor Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by ON Semiconductor Corporation (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Dealer Address]On Semiconductor Corp • March 2nd, 2023 • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by ON Semiconductor Corporation (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2013 among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, as the Borrower ON SEMICONDUCTOR CORPORATION, as Holdings The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent,...Credit Agreement • August 1st, 2014 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 10, 2013 among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, ON SEMICONDUCTOR CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND plc and SUMITOMO MITSUI BANKING CORPORATION, as Co-Syndication Agents, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, BARCLAYS BANK PLC and FIFTH THIRD BANK, as Co-Documentation Agents.
ARTICLE I GRANT OF WARRANTWarrant Agreement • March 29th, 2002 • On Semiconductor Corp • Semiconductors & related devices • Delaware
SCG HOLDING CORPORATION 2000 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORSQualified Stock Option Agreement • May 14th, 2001 • On Semiconductor Corp • Semiconductors & related devices • Delaware
REGISTRATION RIGHTS AGREEMENT between ON SEMICONDUCTOR CORPORATION as Issuer, and MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE FIRST BOSTON LLC as Representatives of the Initial Purchasers Dated as of April 6, 2004Registration Rights Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”), pursuant to the Purchase Agreement dated March 31, 2004 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
