Exhibit 10.28




Performance-Based
Restricted Share Unit Award Agreement


under
the


SMART
Modular Technologies (WWH), Inc.


Amended
and Restated Stock Incentive Plan








Date of
Grant:





Name of
Participant:





Number of
Target RSUs:





SMART
Modular Technologies (WWH), Inc., an exempted company organised under the laws
of the Cayman Islands (the “Company”), hereby grants the
number of restricted share units (each representing an ordinary share of the
company (the “Shares”))
set forth above (the “RSUs”), as of the date of
grant set forth above (the “Grant Date”), to the
above-named participant (“Participant”) pursuant to
Section 7 of the Company’s Amended and Restated Stock Incentive Plan (the “Plan”), in consideration for
your services to the Company.




Capitalized
terms not otherwise defined herein shall have the same meanings as in the
Plan.  The terms and conditions of this Restricted Share Unit Award
Agreement (this “Agreement”), to the extent not
controlled by the terms and conditions contained in the Plan, are as
follows:




1.  Vesting.  The RSUs
shall become vested on the following vesting schedule, subject to Participant
remaining an employee of the Company on the applicable vesting
date:




The
number of RSUs to be awarded shall be determined at the time, and based on
performance criteria, set forth in Schedule A and shall thereafter become vested
on the [●]
anniversary of [●].




2.  Forfeiture of Unvested
RSUs.  Immediately upon termination of Participant’s employment
for any reason (including death or disability), any unvested RSUs shall be
forfeited without consideration.




3.  Conversion into Ordinary
Shares.  Shares will be issued on, or as soon as practicable
following, the applicable vesting date of the RSUs.  As a condition to
such issuance, Participant shall have satisfied his or her tax withholding
obligations as specified in this Agreement and shall have completed, signed and
returned any documents and taken any additional action that the Company deems
appropriate to enable it to accomplish the delivery of the Shares.  In
no event will the Company be obligated to issue a fractional
share.  Notwithstanding the foregoing, (i) the Company shall not be
obligated to deliver any Shares during any period when the Company determines
that the conversion of a RSU or the delivery of shares hereunder would violate
any federal, state or other applicable laws and/or may issue shares subject to
any restrictive legends that, as determined by the Company’s counsel, is
necessary to comply with securities or other regulatory requirements, and (ii)
the date on which shares are issued may include a delay in order to provide the
Company such time as it determines appropriate to address tax withholding and
other administrative matters.




4.  Tax Treatment.  Any
withholding tax liabilities (whether as a result of federal, state or other law
and whether for the payment and satisfaction of any income tax, social security
tax, payroll tax, or payment on account of other tax related to withholding
obligations that arise by reason of the RSUs) incurred in connection with the
RSUs becoming vested and Shares issued, or otherwise incurred in connection with
the RSUs, shall be satisfied in the following manner, unless otherwise
determined by the Company:  by the automatic sale by Participant of a
number of Shares that are issued under the RSUs, which the Company determines is
sufficient to generate an amount that meets the tax withholding obligations plus
additional shares to account for rounding and market fluctuations, and payment
of such tax withholding to the Company, and such Shares may be sold as part of a
block trade with other participants of the Plan.  If determined the
Company, such tax withholding may be satisfied by another manner, including (i)
by the Company withholding a number of Shares that would otherwise be issued
under the RSUs that the Company determines have a fair market value
approximately equal to the minimum amount of taxes that the Company concludes it
is required to withhold under applicable law; or (ii) by payment by Participant
to the Company in cash or by check an amount equal to the minimum amount of
taxes that the Company concludes it is required to withhold under applicable law
(which amount shall be due on the business day of the day the tax event arises
unless otherwise determined by the Company).  Without limiting the
foregoing, Participant hereby authorizes the Company to withhold such tax
withholding amount from any amounts owing to Participant to the Company and to
take any action necessary in accordance with this paragraph.




Notwithstanding
the foregoing, Participant acknowledges and agrees that he is responsible for
all taxes that arise in connection with the RSUs becoming vested and Shares
being issued or otherwise incurred in connection with the RSUs, regardless of
any action the Company takes pursuant to this Section.  The RSUs are
intended to be exempt from Section 409A of the Code under the short-term
deferral exemption thereof, and therefore the Shares shall in no event be issued
more than two and 1⁄2 months following the end of the taxable year of Participant
or the Company (whichever is later) in which the corresponding RSUs become
vested.




5.  Lock-up
Period.  Participant agrees that the Company (or a
representative of the underwriter(s)) may, in connection with any underwritten
registration of the offering of any securities of the Company under the
Securities Act, require that Participant not sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale, any
Shares or other securities of the Company held by Participant, for a period of
time specified by the underwriter(s) (not to exceed one hundred eighty (180)
days) following the effective date of the registration statement of the Company
filed under the Securities Act; provided that transactions
pursuant to Section 4 hereof shall be exempt from any such lock-up
request.  Participant further agrees to execute and deliver such other
agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to
give further effect thereto.  In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to
Participant’s Shares until the end of such period.  The underwriters
of the Company’s shares are intended third party beneficiaries of this Section
and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.




6.  Restrictions on Transfer of
Shares.  Participant understands and agrees that the RSUs may
not be sold, given, transferred, assigned, pledged or otherwise hypothecated by
the holder.  In addition, Participant understands and agrees that any
Shares are subject to the applicable restrictions on transfer set forth in the
Plan.




7.  Certificates. Certificates
issued in respect of the Shares shall, unless the Committee otherwise
determines, be registered in the name of Participant and may be in electronic
form. Such share certificate shall carry such appropriate legends, and such
written instructions shall be given to the Company transfer agent, as may be
deemed necessary or advisable by counsel to the Company in order to comply with
the requirements of the Securities Act of 1933, any state securities laws or any
other applicable laws.




8.  Shareholder
Rights.  Participant will have no voting or other rights as the
Company’s other shareholders with respect to the Shares until issuance of the
Shares.




9.  No Employment/Service
Rights.  Neither this Agreement nor the grant of the RSUs
hereby confers on Participant any right to continue in the employ or service of
the Company or any Subsidiary or interferes in any way with the right of the
Company or any Subsidiary to determine the terms of Participant’s employment or
service.




10.  Terms of Plan,
Interpretations.  This Agreement and the terms and conditions
herein set forth are subject in all respects to the terms and conditions of the
Plan, which shall be controlling.  All interpretations or
determinations of the Committee and/or the Board shall be binding and conclusive
upon Participant and his legal representatives on any question arising
hereunder.  Participant acknowledges that he has received and reviewed
a copy of the Plan.




11.  Notices. All notices
hereunder to the party shall be delivered or mailed to the following
addresses:







If to the
Company:




SMART
Modular Technologies (WWH), Inc.


Attn:
Stock Plan Administrator


4211
Starboard Drive


Fremont,
California  94538





If to
Participant:





At the
address specified on the signature page or the last address for Participant in
the Company’s records.





Such
addresses for the service of notices may be changed at any time provided notice
of such change is furnished in advance to the other party.




12.  Entire
Agreement.  This Agreement contains the entire understanding of
the parties hereto in respect of the subject matter contained
herein.  This Agreement together with the Plan supersedes all prior
agreements and understandings between the parties hereto with respect to the
subject matter hereof.




13.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Cayman Islands, without application of the
conflict of laws principles thereof.




14.  Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.




IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
as of the date first above written.












SMART
      MODULAR TECHNOLOGIES (WWH),
      INC.


By:Name:Title:








PARTICIPANT




By:Name:Address:





SCHEDULE
A








Performance
Criteria and Awarded RSUs, if any:





[●]





Performance
Determination Date:





[●]