Exhibit 10.20(b)
ON SEMICONDUCTOR
0000 Xxxx XxXxxxxx Xxxx
Xxxxxxx, XX 00000
xxxx://xxxxxx.xxx
October 1, 0000
Xxxxxxx Xxxxxx
0000 X. Xxxxxx Xxx Xxxxxx
Xxxxxxxx Xxxxxx, XX 00000
Dear Xxxx:
Based on our discussions regarding your plans to retire from ON
Semiconductor Corporation, and Semiconductor Components Industries, L.L.C.
(collectively, the "Company"), we have agreed to modify certain of your
employment and compensation arrangements. This letter agreement is intended to
implement these modifications and to amend your employment agreement, dated
October 27, 1999 (the "Employment Agreement") and any stock option grant
agreements that are currently outstanding regarding Company stock options. In
addition, this letter agreement delineates certain other understandings between
you and the Company. All defined terms herein that are not otherwise defined
herein shall have the meanings ascribed to such terms in the Employment
Agreement.
I. MODIFICATIONS TO EMPLOYMENT AGREEMENT.
(a) The parties hereto hereby agree that the Scheduled Termination
Date defined in Section 3 of the Employment Agreement shall be changed
from August 4, 2002 to August 4, 2003, which is the date that you plan to
retire from the Company.
(b) You hereby agree and acknowledge that the recent corporate
organizational changes do not, and any future organizational changes after
which you are still employed as an executive of the Company that do not
reduce the level of salary or bonus provided for in the Agreement will
not, constitute Good Reason under Section 3(f)(i) of the Employment
Agreement.
(c) Except as specifically provided herein, all other terms and
conditions provided in the Employment Agreement shall remain in full force
and effect.
II. STOCK OPTIONS.
(a) The Stock Option Grant Agreements between you and the Company,
dated November 29, 1999 and February 21, 2001, as well as the Employment
Agreement, are hereby amended to provide that, if, prior to the Scheduled
Termination Date (as defined in the Employment Agreement as amended
hereby) your employment is terminated by the Company without Cause under
Section 3(d) or 3(f) of the Employment
Xxxxxxx Xxxxxx
October 1, 2001
Page 2
Agreement, all unvested options shall become immediately and fully vested
and exercisable. In addition, the Company agrees that all future stock
options hereafter granted to you will become fully vested and exercisable
on the earlier of (i) the Scheduled Termination Date (as defined in the
Employment Agreement) or (ii) the date your employment with the Company is
terminated without Cause under Section 3(d) or 3(f) of the Employment
Agreement.
(b) Notwithstanding any other provision to the contrary, in the
event your employment terminates (i) due to your retirement on the
Scheduled Termination Date, (ii) on account of the termination of your
employment without Cause under Section 3(d) or 3(f) of the Employment
Agreement, or (iii) as a result of your death ("Qualifying Termination"),
all current and future stock options that are granted to you (to the
extent they are or become exercisable on the date your employment
terminates) will remain fully exercisable until the first to occur of (1)
the last day of the three-year period immediately following such
termination of employment, or (2) the tenth anniversary of the grant date
of such option.
(c) Notwithstanding other provisions to the contrary, in the event
a Qualifying Termination occurs and the Company achieves a minimum of 85%
of the Manufacturing and Supply Chain Restructuring Cost Reduction goals
by December 2002 (described in the Company's Revised Business Plan dated
June 26, 2001, also referred to as the Bank Plan) then all current and
future stock options that are granted to you (to the extent they are or
become exercisable on the date your employment terminates) will remain
fully exercisable until the first to occur of (1) the last day of the
five-year period immediately following such termination of employment and
(2) the tenth anniversary of the grant date of such option.
(d) Except as specifically provided herein, all other terms and
conditions of the Stock Grants and relevant stock option plans shall
remain in full force and effect.
Please acknowledge your agreement to the foregoing by signing in the
appropriate space below. This letter agreement shall not be effective unless
executed by each of the parties hereto. A facsimile of a signature shall be
deemed to be and have the same force and effect as an original.
Sincerely,
/S/ XXXXX XXXXXX
Xxxxx Xxxxxx
President
Agreed and Acknowledged:
/S/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx
