X0304 4 2012-03-05 0001097864 ON SEMICONDUCTOR CORP ONNN 0001398232 NELSON WILLIAM JOHN 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 Exec VP & COO Common 2012-03-05 4 A 0 95238.0000 0.0000 A 641961.0000 D Stock Option (right to buy) 8.4000 2012-03-05 4 A 0 190477.0000 0.0000 A 2013-03-05 2022-03-05 Common 190477.0000 190477.0000 D On February 16, 2012, the Compensation Committee of the Board of Directors awarded these restricted stock units to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 5, 2012 and with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the Plan and the relevant award agreement. This award may only be settled in shares of the Issuer's common stock upon vesting. The award was for no consideration other than service as an executive officer of the Issuer. On February 16, 2012, the Compensation Committee of the Board of Directors granted this stock option to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan ("Plan"), with an effective grant date of March 5, 2012. The stock option will vest over a 4-year period beginning on the first anniversary of the grant date at a rate of 25% and thereafter on a quarterly basis at a rate of 6.25%, subject to the terms and conditions of the Plan and the related option agreement. The exercise price is the closing price on the grant date. This award was for no consideration other than service as an executive officer of the Issuer. Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as an Exhibit. nelson2012poa.txt Judith A. Boyle, Attorney-in-Fact 2012-03-07