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(a)ON半导体公司2000员工股票购买计划（"计划"）的目的是鼓励ON半导体公司（"公司"）、其子公司和关联公司的合格雇员拥有公司股票，从而为员工提供激励，促使他们为公司的盈利能力和成功作出贡献。401(k)计划的雇主贡献ON半导体公司2000员工股票购买计划（"计划"）的目的是鼓励ON半导体公司（"公司"）、其子公司和关联公司的合格雇员拥有公司股票，从而为员工提供激励，促使他们为公司的盈利能力和成功作出贡献。公司ON半导体公司2000员工股票购买计划（"计划"）的目的是鼓励ON半导体公司（"公司"）、其子公司和关联公司的合格雇员拥有公司股票，从而为员工提供激励，促使他们为公司的盈利能力和成功作出贡献。

(b)该计划包括两个组成部分：《守则》第423条组成部分（”423 组件”）和非代码第 423 节组件（”非 423 组件”）。公司的意图是，根据该守则第423条，423部分有资格成为 “员工股票购买计划”。该计划的条款将适用于423部分，因此将被解释为在符合《守则》第423条要求的统一和非歧视性的基础上扩大和限制参与。此外，本计划授权授予非423部分下的购买权，该部分无意成为《守则》第423条规定的 “员工股票购买计划”，购买权将根据董事会通过的旨在为符合条件的员工、公司、其子公司和关联公司实现税收、证券法或其他目标的规则、程序或子计划授予。除非计划中另有规定或董事会另有决定，否则非423部分的运作和管理方式将与423部分相同。

(a)“附属公司“受控方”是指直接或间接控制或受公司控制的任何个人或实体。"控制"一词（包括与其相关意义的"被控制"一词），适用于任何个人或实体，表示直接或间接拥有指导或导致指导该个人或实体管理和政策的权力，无论是通过拥有投票权或其他证券，还是通过合同或其他方式。董事会有权判断在前述定义范围内 "关联方" 状态确定的时间或时间。

(f)“指定公司“子公司或关联公司”指董事会自行决定任何时刻有资格参与计划的子公司或关联公司，无论是已经存在或将来存在。董事会可以将任何子公司或关联公司指定为非423元件中的指定公司。针对423元件的发行目的，只有公司和任何子公司可以是指定公司；但是，在任何特定时间，作为423元件发行计划下的指定公司的子公司不会成为非423元件中的指定公司。

(h)“公允市场价”指在有关日期报告的纳斯达克（或任何基准的国家证券交易所或报价系统）上的股票收盘价格，或者如果该日期没有成交，则为报告了收盘价格的次日前一日期的收盘价格；但是，对于任何以IPO日期开始的认购期，应被视为该认购期首日的股票的公允市价为公司股票在其首次公开发行股票中提供的价格。

(j)“增发计划“购买权”指的是在认购期内，根据计划进一步描述的，可以在423组件或非423组件下进行的购买权。除非董事会另行决定，公司或一个或多个指定公司的符合条件的员工可以参加的计划下的每一项认购将被视为《法典》第423条的目的而进行分开的认购，即使每项认购的日期相同，计划的条款将分别适用于每项认购。

(k)“提供期“”指的是从IPO日期开始，到下一个日历季度的最后一天结束，以及此后每个三个月的周期。对于不居住在美国的参与者，如果公司获得适用外国法域批准向该法域居住的参与者发行普通股的日期晚于公司的首次公开发行生效的日期，则发行期间指的是公司获得适用外国法域批准向此类参与者发行普通股的日期开始，到下一个日历季度的最后一天结束，以及此后每个三个月的周期。

(p)““财政部条例”是指根据《税收法典》颁布的所有拟议、临时和最终条例，这些条例可能会不时修订（包括后续条例的相应规定）。“合并公司”指与公司构成连续的一系列公司中的任何公司，如果该系列公司中的每家公司（不包括连续公司链中最后一家公司）按照法典第424(f)节的规定拥有另一家公司中所有类股票总合计表决权50%或更多。

(a)董事会管理计划将由董事会管理。董事会可以将其行政职责和权限（除修改计划的权限外）委托给任何董事会委员会、任何官员或雇员，或其指定的任何委员会（在这种情况下，对董事会的引用将被视为指向已被委托行使此职责和权限的管理员）。董事会将拥有充分的权力采纳、修改、暂停、豁免和废止规则和法规，并任命必要或适当的代理人来管理该计划，纠正计划中的任何缺陷或补充任何遗漏或调和计划中的任何不一致，并解释和解释计划及其法规，向监管人提供监管人可能需要的信息，并在计划下作出所有其他决定和裁定（包括与资格相关的裁定）。在与计划管理相关的人员不得以管理计划的身份参与决定与其个人在计划中的参与有关的任何事项。

(d)其他行政规定公司将按照董事会的指示提供记录信息，这些记录，包括参与者的收入，将对所有人具有决定性意义，除非董事会认定为不正确。每个参与者和其他声称享有计划福利的人必须以书面形式向公司提供最新的邮寄地址和董事会或监管人员可能合理要求的任何其他信息。任何寄往公司最后报送的任何参与者或其他人的预付邮资通信、声明或通知将被视为充分。

寄出时的给定信息将对命名的接收者具有约束力。该计划将根据合理和非歧视性的原则进行管理，并适用统一规则于所有处于类似情况的人员。所有参与者将在任何给定发行期内对持有的购买权享有平等的权利和特权（受计划条款的约束）。根据《法规第423节(b)(5)》，所有参与者将有权享有与购买权相关的平等权益。关于第423部分的发行，独立发行的条款不需要相同，只要特定发行的所有参与者将享有平等的权利和特权，除非《法规第423节》另有规定。第非第423部分的发行不需要满足此类要求。

(e)非423组成部分尽管该计划中有任何相反条款，董事会可以制定规定优先于该计划的规定的发行条款和条件，或者制定涉及计划的运营和管理的规则或程序，以适应本地法律、风俗和程序的特定要求，或者为了促进美国境外司法辖区可获得的有利税收待遇。在与第423条要求不一致的情况下，根据前述句子所含不同条款和条件的任何发行均应视为在非423组成部分下进行，并且根据该计划不需要遵守《法典》第423条款的规定进行。在不限制前述内容的一般性的情况下，董事会特别授权制定与计划的非423组成部分相关的规则、程序和子计划，这些规则、程序和子计划可能超出《法典》第423条的范围，涉及但不限于有资格参与计划、收入的定义、处理薪资扣除、向计划缴纳捐款（包括但不限于以薪资扣除以外的形式）、建立用于持有薪资扣除或其他捐款的银行或信托账户、支付利息、兑换本地货币、支付薪资税的义务、确定受益人指定要求、扣缴程序以及处理股票发行，这些可能根据当地要求而有所不同。

4.Stock Subject to Plan. Subject to adjustment as provided below, the total number of shares of Stock reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under the Plan will be 34,500,000. If, at the end of any Offering Period, the number of shares of Stock with respect to which Purchase Rights are to be exercised exceeds the number of shares of Stock then available under the Plan, the Board shall make a pro rata allocation of the shares of Stock remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. Any shares of Stock delivered by the Company under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares or shares of Stock purchased on the open market. The number of such shares of Stock or kind and number of other securities subject to the Plan, the maximum number of shares of Stock that may be purchased during an Offering Period and the Purchase Price will be proportionately adjusted, as determined by the Board, in the event of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Stock. For the avoidance of doubt, up to the maximum number of shares of Stock reserved under this Section 4 may be used to satisfy purchases of Stock under the 423 Component and any remaining portion of such

(a)Eligibility. An employee of the Company or any Designated Company may be enrolled in the Plan for any Offering Period if such employee is employed by the Company or a Designated Company on the first day of the Offering Period unless such person would, immediately upon enrollment, be deemed to own, for purposes of Section 423(b)(3) of the Code, an aggregate of five percent or more of the total combined voting power or value of all outstanding shares of all classes of the Stock of the Company or any Subsidiary. In addition, prior to an Offering Period, the Board may determine, in its discretion (but on a uniform and nondiscriminatory basis for Offerings under the 423 Component), to exclude employees from participating in that Offering, if, as of the first day of the Offering Period, the employee:

The Company will notify an employee of the date as of which he or she is eligible to enroll in the Plan and will make available to each eligible employee the necessary enrollment forms. Notwithstanding the above, any individual who is employed by the Company or a Designated Company and who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of section 7701(b)(1)(A))) will be ineligible to participate in the Plan if the offering is prohibited under the laws of the jurisdiction or if compliance with the laws of the jurisdiction would cause the offering to violate Section 423 of the Code. Additionally, the offer of the Purchase Right and the delivery of Stock under the Plan shall be effective for any individual who is employed by the Company or Designated Company and who is working outside of the United States only after the Company has complied with the applicable laws of the country in which the employee is working.

For purposes of clarity, and unless otherwise required by Section 423 of the Code, the term “employee” will not include the following, regardless of any subsequent reclassification as an employee by the Company or a Designated Company, any governmental agency, or any court: any independent contractor; any consultant; any individual performing services for the Company or a Designated Company who has entered into an independent contractor or consultant agreement with the Company or a Designated Company; any individual performing services for the Company or a Designated Company under a purchase order, a supplier agreement or any other agreement that the Company or a Designated Company enters into for services; any individual classified by the

Company or a Designated Company as contract labor (such as contractors, contract employees, job shoppers), regardless of length of service; any individual whose base wage or salary is not processed for payment by the payroll department(s) or payroll provider(s) of the Company or a Designated Company; and any leased employee. The Board has exclusive discretion to determine whether an individual is an “employee” for purposes of the Plan.

(b)Initial Enrollment. An employee who is eligible under Section 5(a) (or who will become eligible on or before a given Offering Period) may, after receiving current information about the Plan, initially enroll in the Plan by executing and filing with the Company a properly completed enrollment form, including the employee’s election as to the rate of payroll contributions for the Offering Period. To be effective for any Offering Period, such enrollment form must be filed at least two weeks (or such other period determined by the Board) preceding such Offering Period.

(c)Automatic Re-enrollment for Subsequent Offering Periods. A Participant whose enrollment in, and payroll contributions under, the Plan continues throughout an Offering Period will automatically be re-enrolled in the Plan for the next Offering Period unless (i) the Participant terminates enrollment before the next Offering Period in accordance with Section 7(a), or (ii) the Participant is ineligible to participate under Section 5(a). The initial rate of payroll contributions for a Participant who is automatically re-enrolled for an Offering Period will be the same as the rate of payroll contribution in effect at the end of the preceding Offering Period, unless the Participant files a new enrollment form designating a different rate of payroll contributions and such new enrollment form is received no later than two weeks (or such other period determined by the Board) prior to the beginning of the next Offering Period.

(d)Payroll Contributions. A Participant will make contributions under the Plan at the rate elected by the Participant in his or her enrollment form in effect for that Offering Period (except that such rate may be changed during the Offering Period to the extent permitted below) by means of payroll deductions from each payroll period which ends during the Offering Period. The rate of payroll contributions elected by a Participant may not be less than one percent (1%) nor more than ten percent (10%) of the Participant’s Earnings for the Offering Period, and only whole percentages may be elected; provided, however, that the Board may specify a lower minimum rate and higher maximum rate, subject to Section 8(c). Notwithstanding the above, a Participant’s payroll contributions will be adjusted downward by the Company as necessary to ensure that the limit on the amount of Stock purchased for an Offering Period set forth in Section 6(a)(iii) is not exceeded. A Participant may elect to increase, decrease, or discontinue payroll contributions for a future Offering Period by filing a new enrollment form designating a different rate of payroll contributions, which form must be received at least two weeks (or such other period determined by the Board) prior to the beginning of an Offering Period to be effective for that Offering Period. In addition, a Participant may elect to discontinue payroll contributions during an Offering Period by filing a new enrollment form, such change to be effective for the next payroll after the Participant’s new enrollment form is received.

(e)Crediting Payroll Contributions to Cash Accounts. All payroll contributions by a Participant under the Plan will be credited to a Cash Account maintained by the Company on behalf of the Participant. The Company will credit payroll contributions to each Participant’s Cash Account as soon as practicable after the contributions are withheld from the Participant’s Earnings.

ii)Except as limited in (iii) below, the number of shares of Stock that may be purchased upon exercise of the Purchase Right for an Offering Period will equal the number of shares (including fractional shares) that can be purchased at the purchase price specified in Section 6(a)(i) with the aggregate amount credited to the Participant’s Cash Account as of the last day of an Offering Period.

iii)The number of shares of Stock subject to a Participant’s Purchase Right for any Offering Period will not exceed the lesser of: (1) 500 shares of Stock, or (2) the number derived by dividing $6,250 by 100% of the Fair Market Value of one share of Stock on the first day of the Offering Period for the Offering Period.

(b)Purchase of Stock. At or as promptly as practicable after the last day of an Offering Period, amounts credited to each Participant’s Cash Account will be applied by the Company to purchase Stock, in accordance with the terms of the Plan. Shares of Stock will be purchased from the Company or in the open market, as the Board

determines. The Company will aggregate the amounts in all Cash Accounts when purchasing Stock, and shares purchased will be allocated to each Participant’s Stock Account in proportion to the cash amounts withdrawn from such Participant’s Cash Account. After completing purchases for each Offering Period (which will be completed in not more than 15 calendar days after the last day of an Offering Period), all shares of Stock so purchased for a Participant will be credited to the Participant’s Stock Account.

(c)分红再投资；其他分配. 任何股票上的现金股利将自动再投资成股票; 这些金额不会以现金形式提供给参与者。公司将在特定的股息支付日期汇总所有与分红再投资相关的股票购买。为了进行股息再投资，股票购买将尽快进行（但不会超过15个日历日）在分红支付日期后。这些购买将直接从公司进行，购买价格为股票在分红支付日期时的公允市值的100%，或在开市时。任何以股票形式分配的股票或与股票拆分有关的股票股利，都将记入参与者的股票账户中。

(d)提款和转账股票可以从参与者的股票账户中提取，在这种情况下，可能会以参与者的名义发行一个或多个完整股份的证明书，并送达参与者，参与者将根据提款前一天股票的公允市场价值收到现金以代替碎股。或者，可以通过转账给为参与者维护账户的经纪商或金融机构的方式从参与者的股票账户中提取完整股份，并根据提款前一天股票的公允市场价值转账现金以代替碎股。参与者不得指派任何其他人接收根据计划提取或转移的股票。寻求提取或转移股票的参与者必须以保管人规定的方式和形式向保管人发出指示，保管人将尽快处理该指示。提款和转账将根据第8(a)节征收的任何费用。

(a)终止报名. 参与者在计划中的报名将在以下情况下终止：(i) 在他或她向公司提交书面终止报名通知后，开始的任何工资周期或提供周期，前提是该参与者在任何未完成购买的已完成提供周期中将继续被视为已报名；(ii) 当参与者根据第5(a)节变得不符合参与资格时。

(b)分销一旦参与者的计划终止，由工资扣缴产生的现金账户中的金额将返还给参与者。托管人将继续维护参与者的股票账户，直至参与者要求全部出售账户中的股票、提取或转移账户中的所有股票，或者参与者离开公司及其子公司工作后的一年内。如果参与者的计划终止是由于死亡，应支付的所有金额将支付给其遗产。

(a)Costs. Costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, to the extent provided in this Section 8(a). Any brokerage fees and commissions for the purchase of Stock under the Plan (including Stock purchased upon reinvestment of dividends and distributions) will be paid by the Company, but any brokerage fees and commissions for the sale of Stock under the Plan by a Participant will be borne by such Participant. The rate at which such fees and commissions will be charged to Participants will be determined by the Custodian or any broker-dealer used by the Custodian (including an affiliate of the Custodian) and communicated from time to time to Participants. In addition, the Custodian may impose or pass through a reasonable fee for the withdrawal of Stock in the form of stock certificates (as permitted under Section 6(d)), and reasonable fees for other services unrelated to the purchase of Stock under the Plan, to the extent approved in writing by the Company and communicated to Participants.

(b)Statements to Participants. The Participant’s statement will reflect payroll contributions, purchases, sales, and withdrawals and transfers of shares of Stock and other Plan transactions by appropriate adjustments to the Participant’s Accounts. The Custodian will, not less frequently than quarterly, provide or cause to be provided a written statement to the Participant showing the transactions in his or her Stock Account and the date thereof, the number of shares of Stock credited or sold, the aggregate purchase price paid or sales price received, the purchase or sales price per share, the brokerage fees and commissions paid (if any), the total shares held for the Participant’s Stock Account (computed to at least three decimal places), and such other information as agreed to by the Custodian and the Company.

(c)Compliance with Section 423. It is the intent of the Company that the 423 Component of this Plan comply in all respects with applicable requirements of Section 423 of the Code and regulations thereunder. Accordingly, if any provision of this Plan does not comply with such requirements, such provision will be construed or deemed amended to the extent necessary to conform to such requirements as it pertains to an Offering under the 423 Component.

(a)Compliance With Legal and Other Requirements. The Plan, the granting and exercising of Purchase Rights hereunder, and the other obligations of the Company and the Custodian under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Stock upon exercise of Purchase Rights until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, or the laws of any country in which employees of the Company and a Subsidiary who are nonresident aliens and who are eligible to participate reside, or other required action with respect to any automated quotation system or stock exchange upon which the Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate. In addition, the Company may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations.

(b)Limits on Encumbering Rights. No right or interest of a Participant under the Plan, including any Purchase Right, may be pledged, encumbered, or hypothecated to or in favor of any party, subject to any lien, obligation, or liability of such Participant, or otherwise assigned, transferred, or disposed of except pursuant to the laws of descent or distribution, and any right of a Participant under the Plan will be exercisable during the Participant’s lifetime only by the Participant.

(c)No Right to Continued Employment. Neither the Plan nor any action taken hereunder, including the grant of a Purchase Right, will be construed as giving any employee the right to be retained in the employ of the Company, any of its Subsidiaries or any Affiliate, nor will it interfere in any way with the right of any of the foregoing to terminate any employee’s employment at any time.

(d)Taxes. The Company, any Subsidiary or Affiliate is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, and a Participant’s enrollment in the Plan will be deemed to constitute his or her consent to such withholding. In addition, Participants may be required to advise the Company of sales and other dispositions of Stock acquired under the plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. This provision and other Plan provisions do not set forth an explanation of the tax consequences to Participants under the Plan. A brief summary of the tax consequences will be included in disclosure documents to be separately furnished to Participants.

one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any automated quotation system or stock exchange on which the Stock may then be quoted or listed, or if such shareholder approval is necessary in order for the Plan to continue to meet the requirements of Section 423 of the Code, and the Board may otherwise, in its discretion, determine to submit other such actions to shareholders for approval. However, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant with respect to outstanding Purchase Rights relating to any Offering Period that has been completed prior to such Board action. The foregoing notwithstanding, upon termination of the Plan the Board may (i) elect to terminate all outstanding Purchase Rights at such time as the Board may designate, and all amounts contributed to the Plan which remain in a Participant’s Cash Account will be returned to the Participant (without interest) as promptly as practicable, or (ii) shorten the Offering Period to such period determined by the Board and use amounts credited to a Participant Cash Account to purchase Stock.

(f)No Rights to Participate; No Shareholder Rights. No Participant or employee will have any claim to participate in the Plan with respect to Offering Periods that have not commenced, and the Company will have no obligation to continue the Plan. No Purchase Right will confer on any Participant any of the rights of a shareholder of the Company unless and until Stock is duly issued or transferred and delivered to the Participant (or credited to the Participant’s Stock Account).

(g)Fractional Shares. Unless otherwise determined by the Board, purchases of Stock under the Plan executed by the Custodian may result in the crediting of fractional shares of Stock to the Participant’s Stock Account. Such fractional shares will be computed to at least three decimal places. Fractional shares will not, however, be issued by the Company, and certificates representing fractional shares will not be delivered to Participants under any circumstances.

(j)Effective Date. The Plan will become effective on the IPO Date, subject to the Plan being approved by shareholders of the Company, at a meeting by a vote sufficient to meet the requirements of Section 423(b)(2) of the Code. If the Plan is not approved in accordance with Section 423(b)(2) of the Code, each Participant’s Purchase Right shall be void and amounts credited to the Participant’s Cash Account shall be promptly returned to the Participant.

application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 9(l), Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the Stock subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 9(l), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or its exercise, payment, settlement or deferral is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including without limitation any regulations or other guidance issued thereunder. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.

(l)Tax Qualification and Limitations. Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (for example, under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 9(k). The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.