**Exhibit 10.44**

**MEMC ELECTRONIC MATERIALS, INC.**

**STOCK UNIT AWARD AGREEMENT**

**For Directors**

**                    , 20    **

**2001 Equity Incentive Plan**

THIS AGREEMENT is effective                    , 20    , between MEMC Electronic Materials, Inc. (the “Company”) and                                 (the “Participant”). 

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the “Plan”) to promote theinterests of the Company and its stockholders by providing the directors, key employees and consultants of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the service and employ of the Company orAffiliate and to improve the growth and profitability of the Company; 

WHEREAS, the Plan provides for the grant to Participants in the Planof Stock Unit Awards; and the Company wishes to grant Stock Unit Awards to certain directors in consideration for their service on the Board of Directors. 

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties hereto hereby agree as follows: 

***Grant of Stock Unit Awards.*** Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant**            ** Stock Unit Awards. Each Stock Unit Award represents the obligation of the Company to transfer one share of Common Stock to the Participant at the time provided inthis Agreement, provided such Stock Unit Award is vested at such time. 

***Incorporation of Plan***. All terms, conditions andrestrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the MEMCCompensation Committee (the “Committee”), shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan. 

***Bookkeeping Account.***The Company shall record the number of Stock Unit Awards granted hereunder to a bookkeeping account for the Participant (the “Stock Unit Account”). The Participant’sStock Unit Account shall be debited by the number of Stock Unit Awards, if any, forfeited in accordance with this Agreement and by the number of shares of Common Stock transferred to the Participant with respect to such Stock Unit Awards. TheParticipant’s Stock Unit Account also shall be adjusted from time to time for stock dividends, stock splits and other such transactions in accordance with the Plan. 

***Terms and Conditions of Stock Unit Awards.*** The Stock Unit Awards evidenced hereby aresubject to the following terms and conditions: 

 
(a)***Vesting***. Fifty percent (50%) of the Stock Unit Awards granted to the Participant hereby shall become vested as of [date]. The remaining fifty percent(50%) of the Stock Unit Awards granted to the Participant hereby shall become vested as of [date]. 
All of the Stock UnitAwards granted to the Participant hereby shall become vested upon the death or Disability of the Participant. 

Notwithstanding theforegoing, unless the Committee otherwise determines at a later date, if within the two year period following a Change in Control the Participant’s service on the Board of the Directors of the Company is terminated by the shareholders of theCompany, all of the Stock Unit Awards granted to the Participant hereby shall become vested as of the effective date of the termination of the Participant’s service on the Board of Directors of the Company. 

 
(b)***Forfeiture Upon Termination of Service.*** Except as otherwise provided in (a) above, upon cessation of the Participant’s service on the Board of Directors ofthe Company for any reason before [date], the number of shares of Stock Unit Awards subject to this Agreement that have not become vested shall be forfeited, except as the Committee may otherwise determine in its sole discretion.
***Distribution of Common Stock.***Subject to the provisions below, as soon as practical after the Participantexperiences a separation from service for purposes of Section 409A of the Internal Revenue Code, the Company shall transfer shares of Common Stock to the Participant equal in number to the Stock Unit Awards credited to the Participant’sStock Unit Account that are vested at the time of such separation from service. Such transfer shall be made within 30 days following such separation from service. Notwithstanding the foregoing sentence, any distribution to a Participant who is alsoa “specified employee”, as defined under Section 409A of the Internal Revenue Code, shall be delayed, and not distributed until the date that is six months and one day following a separation from service for purposes ofSection 409A of the Internal Revenue Code. 

***Source of Payment.***Shares of Common Stock transferable to the Participant,or upon death to his or her beneficiary, under this Agreement shall be authorized but unissued shares. The Company shall have no duties to segregate or set aside any assets to secure the Participant’s right to receive shares of Common Stockunder this Agreement. The Participant shall not have any rights with respect to transfer of shares of Common Stock under this Agreement other than the unsecured right to receive shares of Common Stock from the Company. 

***Units Non-Transferable.***Stock Unit Awards awarded hereunder shall not be transferable bythe Participant. Except as may be required by the federal income tax withholding provisions of the Code or by the tax laws of any State, the interests of the Participant and his or her beneficiaries under this Agreement are not subject to the claimsof their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by the Participant or a beneficiary to sell, transfer, alienate, assign, pledge, anticipate,encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. 

***Shareholder Rights***. TheParticipant shall not have any of the rights of a shareholder of the Company with respect to Stock Unit Awards, such as the right to vote. 

***Death Benefits.***In the event of the death of the Participant, the Company shall transfer shares of Common Stock equal in number to the vested Stock Unit Awards, if any, credited to the Participant’s Stock Unit Account tothe Participant’s legal representative or beneficiaries. Such transfer shall be made within 30 days following death. 

The Participantmay designate a beneficiary or beneficiaries (contingently, consecutively, or successively) of such death benefit and, from time to time, may change his or her designated beneficiary. A beneficiary may be a trust. A beneficiary designation shall bemade in writing in a form prescribed by the Company and delivered to the Company while the Participant is alive. If there is no designated beneficiary surviving at the death of the Participant, payment of any death benefit of the Participant shallbe made to the surviving spouse of the Participant, if any, and if no such surviving spouse to the estate of the Participant. 

***Integration***. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are norestrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes allprior agreements and understandings between the parties with respect to its subject matter. 

***Governing Law***. This Agreementshall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws. 

***Amendment.***This Agreement may be amended by mutual consent of the parties hereto by written agreement. 

***Participant Acknowledgment***. By accepting this grant, the Participant acknowledges receiptof a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Stock Unit Awards granted hereunder shall be final and conclusive. 

 
**MEMC Electronic Materials, Inc.**By: 
 
Title: