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Title: |
Employee Incentive Plan |
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Date: |
2002 |
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Price: |
$35 |
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ID: |
#1158034 |
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EMPLOYEE INCENTIVE PLAN
JANUARY 2002
1. PURPOSES
The purposes of the Employee Incentive Plan of ON Semiconductor Corporation are
to motivate employees of the Company (as defined below) to improve stockholder
value by linking a portion of their cash compensation to the Company's financial
performance, reward employees for improving the Company's financial performance,
and help attract and retain key employees.
2. DEFINITIONS
A. "Award" means any cash incentive payment made under the Plan.
B. "Committee" means the Compensation Committee of the Board of Directors of ON
Semiconductor Corporation, or such other committee designated by the Board of
Directors, which is authorized to administer the Plan (as defined below) under
Section 3 hereof.
C. "Company" means ON Semiconductor Corporation and any corporation or other
business entity of which ON Semiconductor Corporation (i) directly or indirectly
has an ownership interest of 50% or more, or (ii) has a right to elect or
appoint 50% or more of the board of directors or other governing body.
D. "EBITDA" means the Company's earnings before interest, taxes, depreciation,
and amortization.
E. "Participant" means any employee to whom an Award is granted under the Plan.
F. "Plan" means this Plan, which shall be known as the Employee Incentive Plan
and/or the ONcentive Plan.
G. "Performance Period" means one or more periods of time, which may be of
varying and overlapping duration, as the Committee may select, over which the
attainment of one or more performance goals will be measured for the purpose of
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