EXHIBIT 10.50(a)
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of November 10, 2002 (the "Agreement"),
between On Semiconductor Corporation (the "Company"), with offices at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
1. Employment, Duties and Agreements.
(a) The Company hereby agrees to employ the Executive as
its President and Chief Executive Officer and the Executive hereby accepts such
position and agrees to serve the Company in such capacity during the employment
period fixed by Section 3 hereof (the "Employment Period"). The Executive shall
report to the Board of Directors of the Company (the "Board") or its designee
and shall have such duties and responsibilities as the Board may reasonably
determine from time to time as are consistent with Executive's position as
President. In addition, during the Employment Period, the Company shall cause
the Executive to be elected as a member of the Board. During the Employment
Period, the Executive shall be subject to, and shall act in accordance with, all
reasonable instructions and directions of the Board and all applicable policies
and rules of the Company. The Executive's principal work location shall be
Phoenix, Arizona, provided that the Executive shall be required to travel as
required in order to perform his duties and responsibilities hereunder.
(b) During the Employment Period, excluding any periods
of vacation and sick leave to which the Executive is entitled, the Executive
shall devote his full working time, energy and attention to the performance of
his duties and responsibilities hereunder and shall faithfully and diligently
endeavor to promote the business and best interests of the Company.
(c) During the Employment Period, the Executive may not,
without the prior written consent of the Company, directly or indirectly,
operate, participate in the management, operations or control of, or act as an
executive, officer, consultant, agent or representative of, any type of business
or service (other than as an executive of the Company), provided that it shall
not be a violation of the foregoing for the Executive to manage his personal,
financial and legal affairs so long as such activities do not interfere with the
performance of his duties and responsibilities to the Company as provided
hereunder.
2. Compensation.
(a) As compensation for the agreements made by the
Executive herein and the performance by the Executive of his obligations
hereunder, during the Employment Period, the Company shall pay the Executive,
pursuant to the Company's normal and customary payroll procedures, a base salary
at the rate of $500,000 per annum, (the "Base Salary"). The Board shall review
the Executive's Base Salary from time to time.
(b) In addition to the Base Salary, during the Employment
Period, the Executive shall be eligible to participate in the executive bonus
program established and approved by the Board (the "Program") and, pursuant to
the Program, the Executive may earn an annual bonus (the "Annual Bonus") up to a
maximum of 75% of Base Salary based on the achievement of annual performance
objectives as set forth in the Program.
(c) The Company shall reimburse the Executive for his
reasonable relocation expenses for his relocation to the Phoenix area, including
without limitation reimbursing the Executive for temporary housing expenses for
the Executive for up to six (6) months following the Effective Time, in each
case in accordance with the Company's existing relocation policy applicable to
its senior executives. Additionally, as soon as practicable after the Effective
Date (as defined in Section 3 below), the Company will pay the Executive
$200,000 (the "Relocation Supplement"), provided that the Executive will be
required to immediately pay back the Relocation Supplement in the event he
voluntarily terminates his employment hereunder (other than for Good Reason as
defined in Section 3(f) of this Agreement) or his employment is terminated by
the Company for Cause prior to the second anniversary of the Effective Date, and
to the extent the Executive fails to pay back any portion of the Relocation
Supplement as provided herein, the Company shall have the right to offset any
other payments provided hereunder or otherwise owed to the Executive in respect
of such amount.
(d) As soon as practicable after the Effective Date (as
defined in Section 3 below), the Company shall grant the Executive an option
(the "Option") to purchase 1,200,000 shares of common stock of the Company at an
exercise price equal to the Fair Market Value (as defined in the On
Semiconductor Corporation 2000 Stock Incentive Plan (the "Option Plan)), on the
date of grant (the "Grant Date") of such Option. The Option shall be subject to
and governed by the Option Plan and shall be evidenced by a stock option grant
agreement as provided under the Option Plan. Twenty-five (25) percent of the
Option shall vest on each anniversary of the Grant Date beginning on the first
anniversary of the Grant Date until 100% of the Option is fully vested and
exercisable; provided that the Executive is still employed by the Company on
each such date that a portion of the Option is to become exercisable.
Notwithstanding the foregoing, in the event the Executive's employment with the
Company is terminated by the Company without Cause (as defined in Section 3
below) or by the Executive for Good Reason (as defined in Section 3 below)
within the two-year period following a Change of Control (as defined in the
Option Plan) the Option shall become immediately exercisable. The Option, or
portion thereof, that has not become exercisable shall automatically expire on
the Date of Termination (as defined in Section 4 below). The Option, or portion
thereof, that has become exercisable as of the Date of Termination shall expire
on the earlier of (i) ninety (90) days after the date the Executive's Employment
is terminated for any reason other than Cause, death or Disability; (ii) two
years after the date the Executive's employment is terminated by reason of death
or Disability or by the Company without Cause (as defined in Section 3 below);
(iii) the commencement of business on the date the Executive's employment is
terminated for Cause; or (iv) the tenth anniversary of the Grant Date.
(e) During the Employment Period: (i) except as
specifically provided herein, the Executive shall be entitled to participate in
all savings and retirement plans, practices, policies and programs of the
Company which are made available generally to other executive officers of the
Company, and (ii) except as specifically provided herein, the Executive and/or
the Executive's family, as the case may be, shall be eligible for participation
in, and shall receive all benefits under, all welfare benefit plans, practices,
policies and programs (including the Company's disability plan) provided by the
Company which are made available generally to other executive officers of the
Company (for the avoidance of doubt, such plans, practices, policies or programs
shall not include any plan, practice, policy or program which provides benefits
in the nature of severance or continuation pay).
(f) The Company shall provide the Executive with a car
allowance not to exceed $1,200 per month.
(g) The Company shall reimburse the Executive for all
reasonable business expenses upon the presentation of statements of such
expenses in accordance with the Company's policies and
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procedures now in force or as such policies and procedures may be modified with
respect to all senior executive officers of the Company.
3. Employment Period.
The Employment Period shall commence on January 1, 2003, or
such earlier date as the parties may mutually agree (the date on which the
Employment Period commences shall be referred to as the "Effective Date") and
shall terminate on the third anniversary of the Effective Date, provided that on
the third anniversary of the Effective Date and on each anniversary thereafter,
the Employment Period shall automatically be extended for additional one-year
periods unless either party provides the other party with notice of non-renewal
at least sixty days before any such anniversary (the anniversary date on which
the Employment Period terminates shall be referred to herein as the "Scheduled
Termination Date"). Notwithstanding the foregoing, the Executive's employment
hereunder may be terminated during the Employment Period prior to the Scheduled
Termination Date upon the earliest to occur of the following events (at which
time the Employment Period shall be terminated):
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. The Company shall be entitled to
terminate the Executive's employment hereunder for "Disability" if, as a result
of the Executive's incapacity due to physical or mental illness or injury, the
Executive shall have been unable to perform his duties hereunder for a period of
ninety (90) consecutive days, and within thirty (30) days after Notice of
Termination (as defined in Section 4 below) for Disability is given following
such 90-day period, the Executive shall not have returned to the performance of
his duties on a full-time basis.
(c) Cause. The Company may terminate the Executive's
employment hereunder for Cause. For purposes of this Agreement, the term "Cause"
shall mean: (i) a material breach by the Executive of this Agreement; (ii) the
failure by the Executive to reasonably and substantially perform his duties
hereunder (other than as a result of physical or mental illness or injury);
(iii) the Executive's willful misconduct or gross negligence which is materially
injurious to the Company; or (iv) the commission by the Executive of a felony or
other serious crime involving moral turpitude. In the case of clauses (i) and
(ii) above, the Company shall provide notice to the Executive indicating in
reasonable detail the events or circumstances that it believes constitute Cause
hereunder and, if such breach or failure is reasonably susceptible to cure,
provide the Executive with a reasonable period of time (not to exceed thirty
days) to cure such breach or failure. If, subsequent to the Executive's
termination of employment hereunder for other than Cause, it is determined in
good faith by the Board that the Executive's employment could have been
terminated for Cause, the Executive's employment shall, at the election of the
Board, be deemed to have been terminated for Cause retroactively to the date the
events giving rise to Cause occurred.
(d) Without Cause. The Company may terminate the
Executive's employment hereunder during the Employment Period without Cause.
(e) Voluntarily. The Executive may voluntarily terminate
his employment hereunder (other than for Good Reason), provided that the
Executive provides the Company with notice of his intent to terminate his
employment at least three months in advance of the Date of Termination (as
defined in Section 4 below).
(f) For Good Reason. The Executive may terminate his
employment hereunder for Good Reason and any such termination shall be deemed a
termination by the Company without Cause.
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For purposes of this Agreement, "Good Reason" shall mean (i) a material breach
of this Agreement by the Company or (ii) a material diminution of the
Executive's duties and responsibilities hereunder; provided that in either case,
the Executive shall notify the Company within thirty (30) days after the event
or events which the Executive believes constitute Good Reason hereunder and
shall describe in such notice in reasonable detail such event or events and
provide the Company a reasonable time to cure such breach or diminution (not to
exceed thirty (30) days).
4. Termination Procedure.
(a) Notice of Termination. Any termination of the
Executive's employment by the Company or by the Executive during the Employment
Period (other than a termination on account of the death of Executive) shall be
communicated by written "Notice of Termination" to the other party hereto in
accordance with Section 13(a).
(b) Date of Termination. "Date of Termination" shall mean
(i) if the Executive's employment is terminated by his death, the date of his
death, (ii) if the Executive's employment is terminated pursuant to Section
3(b), thirty (30) days after Notice of Termination, provided that the Executive
shall not have returned to the performance of his duties hereunder on a
full-time basis within such thirty (30) day period, (iii) if the Executive
voluntarily terminates his employment, the date specified in the notice given
pursuant to Section 3(e) herein which shall not be less than three months after
the Notice of Termination, (iv) if the Executive terminates his employment for
Good Reason pursuant to Section 3(f) herein, thirty (30) days after Notice of
Termination, and (v) if the Executive's employment is terminated for any other
reason, the date on which a Notice of Termination is given or any later date
(within thirty (30) days, or any alternative time period agreed upon by the
parties, after the giving of such notice) set forth in such Notice of
Termination.
5. Termination Payments.
(a) Without Cause. In the event of the termination of the
Executive's employment during the Employment Period by the Company without Cause
(including a deemed termination without Cause as provided in Section 3(f)
herein), in addition to the Executive's accrued but unused vacation and Base
Salary through the Date of Termination (to the extent not theretofore paid) the
Executive shall be entitled to continue to receive his Base Salary at the rate
in effect as of the Date of Termination for a period of two (2) years following
the Date of Termination, with such Base Salary to be paid in installments in
accordance with the Company's normal payroll practices; provided that the
payments and benefits provided herein are subject to and conditioned upon the
Executive executing a valid general release and waiver (in the form reasonably
acceptable to the Company), waiving all claims the Executive may have against
the Company, its successors, assigns, affiliates, executives, officers and
directors, and such waiver becoming effective, and the payments and benefits are
subject to and conditioned upon the Executive's compliance with the Restrictive
Covenants provided in Sections 9 and 10 hereof. Notwithstanding the foregoing,
the Executive shall be required to mitigate any damages that the Executive may
incur as a result of a termination of his employment by the Company without
Cause (including a deemed termination without Cause as provided in Section 3(f)
herein) during the Employment Period by seeking employment comparable in terms
of compensation, position and location to the Executive's employment hereunder.
Any amounts that the Executive earns pursuant to such employment shall offset
and reduce the amount of severance required to be paid to the Executive pursuant
to this Section 5(a) during the two-year period following the Date of
Termination. For purposes of the paragraph, "employment" shall mean any activity
for which the Executive is compensated as a result of the rendering of services,
whether such services are rendered as a common law employee, a partner, sole
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proprietor, independent contractor or otherwise. The Executive shall be required
to provide such evidence as the Company may reasonably require regarding the
amount of such earnings. Except as provided in this Section 5(a) and Sections
2(e), 7 and 10(d), to the extent applicable, the Company shall have no
additional obligations under this Agreement.
(b) Disability or Death. If the Executive's employment is
terminated during the Employment Period as a result of the Executive's death or
Disability, the Company shall pay the Executive or the Executive's estate, as
the case may be, within thirty (30) days following the Date of Termination: (i)
the Executive's accrued but unused vacation; (ii) his accrued but unpaid Base
Salary; (iii) any Annual Bonus earned by the Executive in respect of the
Company's fiscal year ending immediately prior to the Date of Termination; and
(iv) an amount equal to the product of (A) the Annual Bonus earned by the
Executive in the year immediately preceding the Date of Termination and (B) a
fraction, the numerator of which is the number of days in the Company's fiscal
year in which the Date of Termination occurs which are prior to the Date of
Termination and the denominator of which is 365. Except as provided in this
Section 5(b) and in Sections 2(e), 7 and 10(d), to the extent applicable, the
Company shall have no additional obligations under this Agreement.
(c) Cause or Voluntarily other than for Good Reason. If
the Executive's employment is terminated during the Employment Period by the
Company for Cause or voluntarily by the Executive for other than Good Reason,
the Company shall pay the Executive within thirty (30) days following the Date
of Termination: (i) the Executive's accrued but unused vacation through the Date
of Termination; and (ii) his accrued but unpaid Base Salary through the Date of
Termination. Except as provided in this Section 5(c) and in Sections 2(e), 7 and
10(d), to the extent applicable, the Company shall have no additional
obligations under this Agreement.
6. Agreement to Purchase Stock.
The Executive shall, within sixty (60) days of the date
hereof, excluding any days that may form part of a blackout period during which
the Executive is not permitted by Company policy or applicable law to purchase
equity securities of the Company, purchase at least that number of shares of
common stock of the Company that results from dividing $250,000 by the Fair
Market Value (as defined in the Option Plan) on the date of purchase of a share
of common stock of the Company, with any fractional number of shares that
results from such division being rounded up to the nearest whole number of
shares of common stock. The Executive shall, in the Company's sole discretion,
purchase such shares of common stock of the Company on the open market or
directly from the Company.
7. Employment Termination in Connection with a Change of
Control.
In the event the Company terminates the Executive's employment
without Cause within two-year period following a Change of Control (as defined
in the Option Plan), then, in addition to all other benefits provided to the
Executive under the provisions of this Agreement, the Company shall provide the
Executive with continuation of medical benefits for the greater of (A) two years
after the Date of Termination or (B) the remainder of the Employment Period
(assuming no automatic extensions of the Employment Period). These benefits
shall be provided to the Executive at the same cost, and at the same coverage
level, as in effect as of the Executive's Date of Termination. However, in the
event the cost and/or level of coverage shall change for all employees of the
Company, the cost and/or coverage level, likewise, shall change for the
Executive in a corresponding manner.
8. Legal Fees; Directors and Officers' Liability
Insurance.
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(a) In the event of any contest or dispute between the
Company and the Executive with respect to this Agreement or the Executive's
employment hereunder, each of the parties shall be responsible for their
respective legal fees and expenses.
(b) During the Employment Period, the Executive shall be
entitled to the same directors and officers' liability insurance coverage that
the Company provides generally to its other directors and officers, as may be
amended from time to time for such directors and officers.
9. Non-Solicitation.
During the Employment Period and for two (2) years thereafter,
the Executive hereby agrees not to, directly or indirectly, solicit or assist
any other person or entity in soliciting any employee of the Company or any of
their subsidiaries to perform services for any entity (other than the Company or
their subsidiaries), or attempt to induce any such employee to leave the employ
of the Company or their subsidiaries.
10. Confidentiality; Non-Compete; Non-Disclosure;
Non-Disparagement.
(a) The Executive hereby agrees that, during the
Employment Period and thereafter, he will hold in strict confidence any
proprietary or Confidential Information related to the Company and its
affiliates. For purposes of this Agreement, the term "Confidential Information"
shall mean all information of the Company or any of its affiliates (in whatever
form) which is not generally known to the public, including without limitation
any inventions, processes, methods of distribution, customer lists or customers'
or trade secrets.
(b) The Executive and the Company agree that the Company
would likely suffer significant harm from the Executive's competing with the
Company during the Employment Period and for some period of time thereafter.
Accordingly, the Executive agrees that he will not, during the Employment Period
and for a period of two (2) years following the termination of his employment
with the Company, directly or indirectly, become employed by, engage in business
with, serve as an agent or consultant to, become a partner, member, principal,
stockholder or other owner (other than a holder of less than 1% of the
outstanding voting shares of any publicly held company) of, or otherwise perform
services for (whether or not for compensation) any Person. For purposes of this
Section 10(b), the term "Person" shall mean any individual, partnership,
corporation, limited liability company, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision thereof that is
engaged in, or otherwise competes or has a reasonable potential for competing
with the Business (as defined herein), anywhere in which the Company or its
affiliates engage in or intend to engage in the Business or where the Company or
its affiliates' customers are located. For purposes of this Agreement, the
"Business" shall mean the design, marketing and sale of power semiconductors or
other products offered by the Company or its affiliates for use in electronic
products, appliances and automobiles, and such other businesses as the Company
may engage in from time to time.
(c) The Executive hereby agrees that, upon the
termination of the Employment Period, he shall not take, without the prior
written consent of the Company, any drawing, blueprint, specification or other
document (in whatever form) of the Company or its affiliates, which is of a
confidential nature relating to the Company or its affiliates, or, without
limitation, relating to its or their methods of distribution, or any description
of any formulas or secret processes and will return any such information (in
whatever form) then in his possession.
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(d) In the Event the Executive's employment hereunder is
terminated pursuant to Section 3(d), 3(e) or 3(f) hereof, the Executive and the
Company shall mutually agree on the time, method and content of any public
announcement regarding the Executive's termination of employment hereunder and
neither the Executive nor the Company shall make any public statements which are
inconsistent with the information mutually agreed upon by the Company and the
Executive and the parties hereto shall cooperate with each other in refuting any
public statements made by other persons, which are inconsistent with the
information mutually agreed upon between the Executive and Company as described
above.
(e) The Executive hereby agrees not to defame or
disparage the Company, its affiliates and their officers, directors, members or
executives, and the Company hereby agrees that it shall not disparage or defame
the Executive through any official statement of the Company, provided that, in
the event the Executive's employment is terminated for Cause, the Company shall
be permitted, in its discretion, to disclose the facts and circumstances
surrounding such termination. The Executive hereby agrees to cooperate with the
Company in refuting any defamatory or disparaging remarks by any third party
made in respect of the Company or its affiliates or their directors, members,
officers or executives.
11. Injunctive Relief.
It is impossible to measure in money the damages that will
accrue to the Company in the event that the Executive breaches any of the
restrictive covenants provided in Sections 9 and 10 hereof. In the event that
the Executive breaches any such restrictive covenant, the Company shall be
entitled to an injunction restraining the Executive from violating such
restrictive covenant (without posting any bond). If the Company shall institute
any action or proceeding to enforce any such restrictive covenant, the Executive
hereby waives the claim or defense that the Company has an adequate remedy at
law and agrees not to assert in any such action or proceeding the claim or
defense that the Company has an adequate remedy at law. The foregoing shall not
prejudice the Company's right to require the Executive to account for and pay
over to the Company, and the Executive hereby agrees to account for and pay
over, the compensation, profits, monies, accruals or other benefits derived or
received by the Executive as a result of any transaction constituting a breach
of any of the restrictive covenants provided in Sections 9 and 10 hereof.
12. Representations.
(a) The parties hereto hereby represent that they each
have the authority to enter into this Agreement (provided that the Company's
obligations hereunder remain subject to final approval by the Board), and the
Executive hereby represents to the Company that the execution of, and
performance of duties under, this Agreement shall not constitute a breach of or
otherwise violate any other agreement to which the Executive is a party.
(b) The Executive hereby represents to the Company that
he will not utilize or disclose any confidential information obtained by the
Executive in connection with his former employment with respect to his duties
and responsibilities hereunder.
13. Miscellaneous.
(a) Any notice or other communication required or
permitted under this Agreement shall be effective only if it is in writing and
shall be deemed to be given when delivered personally or four days after it is
mailed by registered or certified mail, postage prepaid, return receipt
requested or one day
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after it is sent by a reputable overnight courier service and, in each case,
addressed as follows (or if it is sent through any other method agreed upon by
the parties):
If to the Company:
On Semiconductor Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Board of Directors and Secretary
with a copy to:
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
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If to the Executive:
▇▇▇▇▇ ▇▇▇▇▇▇▇
On Semiconductor Corporation
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address as any party hereto may designate by notice to the
others.
(b) This Agreement shall constitute the entire agreement
among the parties hereto with respect to the Executive's employment hereunder,
and supersedes and is in full substitution for any and all prior understandings
or agreements with respect to the Executive's employment, including without
limitation the offer letter provided on the same date hereof (it being
understood that any stock options granted to the Executive shall be governed by
the relevant option plan and related stock option grant agreement and any other
related documents).
(c) This Agreement may be amended only by an instrument
in writing signed by the parties hereto, and any provision hereof may be waived
only by an instrument in writing signed by the party or parties against whom or
which enforcement of such waiver is sought. The failure of any party hereto at
any time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by any party hereto of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of
such provision or a waiver of the provision itself or a waiver of any other
provision of this Agreement.
(d) The parties hereto acknowledge and agree that each
party has reviewed and negotiated the terms and provisions of this Agreement and
has had the opportunity to contribute to its revision. Accordingly, the rule of
construction to the effect that ambiguities are resolved against the drafting
party shall not be employed in the interpretation of this Agreement. Rather, the
terms of this Agreement shall be construed fairly as to both parties hereto and
not in favor or against either party.
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(e) (i) This Agreement is binding on and is for the benefit
of the parties hereto and their respective successors, assigns, heirs,
executors, administrators and other legal representatives. Neither this
Agreement nor any right or obligation hereunder may be assigned by the
Executive.
(ii) The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume this
Agreement in the same manner and to the same extent that the Company would have
been required to perform it if no such succession had taken place. As used in
the Agreement, "the Company" shall mean both the Company as defined above and
any such successor that assumes this Agreement, by operation of law or
otherwise.
(f) Any provision of this Agreement (or portion thereof)
which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as
to that jurisdiction and subject to this Section, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions thereof in such jurisdiction or rendering that or any
other provisions of this Agreement invalid, illegal, or unenforceable in any
other jurisdiction. If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive, such covenant shall be
modified so that the scope of the covenant is reduced only to the minimum extent
necessary to render the modified covenant valid, legal and enforceable. No
waiver of any provision or violation of this Agreement by Company shall be
implied by Company's forbearance or failure to take action.
(g) The Company may withhold from any amounts payable to
the Executive hereunder all federal, state, city or other taxes that the Company
may reasonably determine are required to be withheld pursuant to any applicable
law or regulation, (it being understood, that the Executive shall be responsible
for payment of all taxes in respect of the payments and benefits provided
herein).
(h) This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona without reference to its
principles of conflicts of law. The parties hereto hereby agree that any
dispute, claim or cause of action related to this Agreement or the Executive's
employment hereunder shall be commenced in Maricopa County, Arizona, and the
parties hereby submit to the exclusive jurisdiction of such courts and waive any
claim of forum non conveniens.
(i) This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. A facsimile of a signature shall be
deemed to be and have the effect of an original signature.
(j) The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
ON SEMICONDUCTOR CORPORATION
/S/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman of the Board
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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