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Exhibit 10.38
ON SEMICONDUCTOR
2000 KEY CONTRIBUTOR INCENTIVE PLAN (KCIP)
1. Purpose. The Purpose of the ON Semiconductor 2000 Key Contributor
Incentive Plan ("Plan") is to provide an annual incentive program for the key
contributors who are in management leadership or significant individual
leadership roles with, or other employees who provide significant contribution
to, the Company or any subsidiary. The Plan was effective as of January 1, 2000
and will terminate on December 31, 2000.
2. Administration. The Plan is administered by the Compensation Committee
of the Company's Board of Directors ("Committee"). The Committee has the
discretion to determine all matters related to the Plan, including but not
limited to, matters related to eligibility, participation, Company and Employee
Goals, award determinations, and any other administrative matter to be
determined under the Plan.
3. Eligibility and Participation.
(a) Eligibility. All regular full-time and part time employees of the
Company or any subsidiary working 20 hours or more per week are eligible to
participate in the Plan. Any employee of the Company or a subsidiary who is
designated as an on-call, intern, co-op, part-time working less than 20 hours,
or any individual designated as a contractor, consultant, or hired via a
temporary staffing agency is not eligible to participate in the Plan. Retirees
are eligible to participate and receive a pro-rata award under the Plan.
(b) Participation. From among the eligible employees of the Company or
any subsidiary, the Company will select those individuals who will participate
in the Plan. The Committee will notify those selected to participate in the Plan
as soon as practicable after they are selected. If an employee is selected to
participate in the Plan, except as provided below, he or she must be actively
employed by the Company or any subsidiary at the time that the amounts are paid
under the Plan to be entitled to receive an award under the Plan. Retirees are
eligible to participate and receive a pro-rata award under the Plan.
4. Performance Measures.
An employee's total award under the Plan is computed based on
(i) the employee's base salary, (ii) whether the Company achieves its
"threshold," "target," or "stretch" EBITDA goal, and (iii) the Employee's
Individual Performance Goal ("Employee Goal"). EBITDA means the Company's
Earnings Before Interest, Taxes, Depreciation, and Amortization and is
determined after December 31, 2000.
(a) Employee's Target Bonus. Under the Plan, an employee's target bonus
amount is determined by the Committee and will generally range from 10% to 75%
of the employee's base salary as of December 31, 2000.
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(b) Company EBITDA Goals.
(i) For former employees of Cherry Semiconductor, the
Company's EBITDA goals for calendar year 2000, including financial results from
the combined Cherry Semiconductor and the Company, are as follows:
EBITDA GOAL COMPANY EBITDA
Threshold $425,000,000
Target $455,000,000
Stretch $535,000,000
(ii) For employees of the Company or any subsidiary, other
than former employees of Cherry Semiconductor, the Company's EBITDA goals for
calendar year 2000, not including financial results from Cherry Semiconductor,
are as follows:
EBITDA GOAL COMPANY EBITDA
Threshold $400,000,000
Target $425,000,000
Stretch $500,000,000
The Committee reserves the right to amend the EBITDA goals in
the event of a future acquisition, disposition, or other significant event
affecting the Company or any subsidiary.
(c) Employee's Individual Performance Goals. The Employee's
individual performance goals are determined by the employee's supervisor in
consultation with the employee.
5. Award Determination.
(a) EBITDA Goal and Employee Goal Weighted Percentage. The EBITDA
goal will be weighted at 75% of the employee's target bonus and the Employee's
Goal will be weighted at 25% of the employee's target bonus.
(b) EBITDA Goals. If the Company does not achieve the Threshold E
BITDA goal, no amounts will be paid under the Plan (either based on Company
performance or the employee's individual performance). If the Company achieves
the Threshold EBITDA goal, the employee's award will be based on 50% of the
target bonus percentage. If the Company achieves the Target EBITDA goal, the
employee's target bonus percentage will remain unchanged. If the Company
achieves the Stretch EBITDA goal, the employee's award will be based on 200% of
the target bonus percentage.
The Committee will adjust these percentage on a pro rata basis
if the Company's EBITDA falls in between the Threshold, Target, and Stretch
EBITDA goals.
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(c) Employee's Goal. The Employee Goal will range from 0% to 150% of
the employee's target bonus percentage. The Committee will have the final
determination regarding whether and to what extent the Employee Goal has been
satisfied.
6. Transfers, Promotions, New Hires, and Salary Adjustments.
TYPE OF CHANGE EFFECT ON AWARDS
Move into Eligible Position and Eligible for participation in Plan
New Hires if moved in or hired before December
1, 2000. Award prorated on the basis
of months of service in eligible
position.
Move Into Ineligible Position Award prorated at end of Plan Year
on the basis of months of service in
eligible position.
Move Into Another Eligible Position Award prorated on the basis of
months of service in each position
for the varying target bonus
percentages.
Change of Salary No impact. The employee's base
salary on December 31, 2000
determines the employee's target
bonus percentage.
7. Effect of Termination on Award. If an employee terminates employment
with the Company or a subsidiary for any reason prior to December 31, 2000, the
employee will not be entitled to receive an award under the Plan. In addition,
an employee must be an active employee of the Company or any subsidiary as of
the date of payment to receive an award under the Plan; provided, however, if
the employee is on an a Company-approved leave of absence, becomes disabled, or
dies before the date of the payment (but after December 31, 2000), the employee
will be entitled to receive a payment under the Plan. If an employee retires
during the calendar year 2000, the employee will be entitled to receive payment,
prorated on the basis of the months of services during that calendar year.
8. Deferral of Bonus Amounts. Certain eligible individuals could elect to
defer all or a percentage of their bonus amounts into the ON Semiconductor
Executive Deferred Compensation Plan. This will delay the income tax but not the
FICA tax obligation on the deferred funds. Participants who elect to defer
payments shall be liable for payment of any applicable taxes due at the time of
deferral; however, such taxes shall not reduce the amount of the deferral but
shall be deducted from the employee's base pay. The executive will have income
equal to the amount paid from the Executive Plan and the Company is entitled to
a tax deduction when paid. All participants in the Executive Plan must qualify
as a "select group of management or highly compensated employees" to participate
in the plan. Generally, those executive earning more than $125,000 per year and
who have significant management responsibility to fall within this category.
9. Former Cherry Employees. Former Cherry Semiconductor employees may
receive payouts under his plan on a pro-rated basis on the date of the
acquisition or date of hire, which ever is later.
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