X0206 3 2013-07-14 0 0001097864 ON SEMICONDUCTOR CORP ONNN 0001482082 Rolls Paul E 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 Exec VP Sales & Marketing Common 46685.0000 D Stock Option (Right to Buy) 6.4600 2013-11-05 2019-11-05 Common 92879.0000 D Granted on November 5, 2012 under the Issuer's Amended and Restated Stock Incentive Plan ("Amended and Restated SIP"). The option vests in four (4) equal installments on each of the first through fourth anniversaries of the Grant Date, subject to continued employment with the Issuer and other terms and conditions of the Amended and Restated SIP and the related stock option agreement. George H. Cave is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit. rolls2013poa.txt George H. Cave, as Attorney-in-Fact 2013-07-17