**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 Plan of 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 thisAgreement, 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. EachStock Unit Award represents the obligation of the Company to transfer one share of Common Stock to the Participant at the time provided in this Agreement, provided such Stock Unit Award is vested at such time. 

 

***Incorporation of Plan***. All terms, conditions and restrictionsof 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 MEMC CompensationCommittee (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’s Stock 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 theParticipant with respect to such Stock Unit Awards. The Participant’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 UnitAwards evidenced hereby are subject 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 Unit Awards granted to the Participant hereby shall become vested upon the death or Disability of the Participant. 

 

Notwithstanding the foregoing, unless the Committee otherwise determines ata 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 the Company, all of the Stock Unit Awards granted to theParticipant 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 cessation of the Participant’s service on the Board of Directors of the Company, the Company shall transfer shares of Common Stock to the Participant equal in number to theStock Unit Awards credited to the Participant’s Stock Unit Account that are vested at the time of such cessation of service. Such transfer shall be made within 30 days following cessation of service or, if not so practicable, as soon thereafteras practicable. 

 

***Source of Payment.***Shares ofCommon 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 theParticipant’s right to receive shares of Common Stock under 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 ofCommon Stock from the Company. 

 

***Units Non-Transferable.***Stock Unit Awards awarded hereunder shall not be transferable by the 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 andhis or her beneficiaries under this Agreement are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by the Participant ora 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***. The Participant shall not have any of the rights of a shareholder of the Company withrespect to Stock Unit Awards, such as the right to vote. 

 

2 

***Death Benefits.***In the event of the death of the Participant, the Company shall transfershares of Common Stock equal in number to the vested Stock Unit Awards, if any, credited to the Participant’s Stock Unit Account to the Participant’s legal representative or beneficiaries. Such transfer shall be made within 30 daysfollowing death or, if not so practicable, as soon thereafter as practicable. 

 

The Participant may 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 maybe a trust. A beneficiary designation shall be made 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, paymentof any death benefit of the Participant shall be 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 whichform a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereofother than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. 

 

***Governing Law***. This Agreement shall be governed by andconstrued 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, theParticipant acknowledges receipt of 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 andconclusive. 

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

3