Exhibit 10.21(b)
ON SEMICONDUCTOR CORPORATION
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
November 28, 2001
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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, 1999 (the "Employment Agreement"), and the Board's satisfaction with your
service as Chief Financial Officer, Senior Vice President and Treasurer, the
Board desires to secure an extension of your period of service to ON
Semiconductor Corporation and Semiconductor Components Industries, L.L.C.
(collectively, the "Company"). This letter agreement ("Letter Agreement") is
intended to implement certain modifications to the Employment Agreement and any
stock option grants 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 used 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 to amend Section 2(a) to provide for
a Base Salary of $260,000 per annum.
(b) The opening paragraph of Section 3 shall be deleted in its entirety
and replaced with the following:
The Employment Period has commenced on August 4, 1999 (the
"Effective Date") and shall terminate on December 31, 2003 (the "Scheduled
Termination Date"), unless terminated sooner pursuant to this Section 3,
provided that the Employment Period shall be extended automatically for
successive one-year periods beginning on the Scheduled Termination Date
(and the Scheduled Termination Date shall be the next succeeding
anniversary) unless written notice of an election not to extend the
Employment Period is served by either party on the other party at least
thirty (30) days prior to the date this Agreement would otherwise expire
absent an extension.
(c) Section 5(a) is deleted in its entirety and is replaced with the
following:
(a) Without Cause. In the event of the termination of the
Executive employment during the Employment Period by the Company without
Cause under Section 3(d) (including a deemed termination without Cause as
provided in Section 3(f) herein, except as provided below) of this
Employment Agreement, in addition to the Executive's accrued but unused
vacation and Base Salary through the Date of Termination (to the extent
not
theretofore paid), all shares underlying the Option shall become
immediately exercisable, and the Executive shall be entitled to a lump-sum
payment, payable within thirty (30) days after the Date of Termination,
equal to the product of (A) two and (B) the sum of (x) the highest rate of
the Executive's annualized Base Salary in effect at any time up to and
including the Date of Termination and (y) the higher of (I) the Annual
Bonus paid to the Executive in the year immediately preceding the year in
which the Date of Termination occurs or (II) the Executive Target Bonus
Amount (as defined below) times a fraction, the numerator of which is the
number of calendar quarters in the immediately preceding four full
calendar quarters in which the Company met or surpassed its financial
projections and performance objectives as previously approved by the Board
or its designee in its sole discretion, pursuant to the Company's annual
bonus plan or program in effect during the relevant period, and the
denominator of which is four; provided that the payments and benefits
provided herein are subject to and conditioned upon the Executive
executing a valid and effective 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 payments and benefits are
subject to and conditioned upon the Executive's compliance with the
restrictive covenants provided in Sections 8 and 9 hereof. Except as
provided in this Section 5(a) and Sections 2(d), 6 and 9(c), to the extent
applicable, the Company shall have no additional obligations under this
Agreement. For purposes of this Section 3, "Executive Target Bonus Amount"
shall mean sixty percent (60%) times the Executive's Base Salary or such
higher amount as is designated as the "target" bonus amount by the Board
or its designee in its sole discretion, pursuant to the Company's annual
bonus plan or program in effect during the relevant period.
Notwithstanding the foregoing, in the event of a deemed termination
without Cause by reason of the Executive's election to terminate his
employment within one year following a Change in Control as provided in
Section 3(f)(iii) hereof, the shares underlying the Option shall remain
subject to the vesting and exercisability provisions in effect immediately
prior to such Change in Control.
(d) In Section 12(a), each occurrence of "Semiconductor Components
Industries, LLC" shall be changed to "ON Semiconductor Corporation."
(e) 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) Notwithstanding any provision in the Employment Agreement, the SCG
Holding Corporation 1999 Founders Stock Option Plan (the "Founder's Plan")
or the ON Semiconductor Corporation 2000 Stock Incentive Plan (the "2000
SIP" and together with the Founder's Plan, the "Option Plans") (or any
provision in any stock option agreement thereunder in effect between you
and the Company) to the contrary, all stock options that are held by you
as of the date hereof (the "Current Options") shall vest according to
their original terms and shall not accelerate on a change in control (as
defined in the Employment Agreement or in the Option Plans); provided that
in the event your employment is terminated within the two-year period
following a change in control by you for Good Reason (within the meaning
of Section 3(f) of the Employment Agreement (other than by
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reason of your election to terminate your employment following a change in
control as provided in Section 3(f)(iii) thereof)) or by the Company
without Cause, the Current Options shall become immediately exercisable.
This Section II(a) shall constitute consent for purposes of Section
4.13(a) of the Founders Plan and Section 15.2 of the 2000 SIP.
(b) The provisions of Section II(a) of this Letter Agreement shall apply
equally to each stock option granted to you after the date hereof. In the
event a stock option agreement evidencing any such future stock option
contains a contrary provision, unless such stock option agreement
specifically provides that it is intended to supersede this Letter
Agreement, this Letter Agreement shall control the terms on which such
option may accelerate in the event of a change in control.
(c) Notwithstanding any other provision to the contrary, in the event
your employment terminates (i) on account of the Company terminating your
employment without Cause under Section 3(d) of the Employment Agreement
(including a deemed termination without Cause as provided in Section 3(f)
therein) or (ii) as a result of your death or Disability, 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 two
(2) 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 option agreements, the Option Plans and the
Employment Agreement 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 be effective as of January 1, 2002
provided that it is 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,
ON SEMICONDUCTOR CORPORATION
SEMICONDUCTOR COMPONENTS
INDUSTRIES, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Its: CEO
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Agreed and acknowledged to as of the first date written above:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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