Exhibit 10.1


 


 


 


August
12, 2020


 


Dear
Mr. Mark Adams,


 


By
this offer letter (this “Offer Letter”), SMART Global Holdings, Inc. (“SMART” and,
together with its subsidiaries and affiliates, the “Company”) is delighted to offer you the exempt position
of President and Chief Executive Officer of SMART (collectively, “CEO”). In this position, you will be reporting
directly to the Board of Directors of SMART (the “Board”).


 


		1.	Term.
                                         Your start date will be Monday, August 31, 2020 (the “Start Date”).
                                         Your employment hereunder will commence on the Start Date and continue until terminated
                                         pursuant to Section 8 below (the “Term”). You will have duties
                                         and responsibilities consistent with your position as CEO. During the Term, you will
                                         devote your full business time and attention to the performance of your duties for the
                                         Company and you will not engage in any other business, profession or occupation for compensation
                                         or otherwise which would conflict or interfere with those duties, either directly or
                                         indirectly; provided that you may (i) participate in professional, civic or charitable
                                         activities, as long as such activities do not interfere with the performance of your
                                         responsibilities hereunder, and (ii) serve on a reasonable number of corporate boards
                                         or committees, subject to the prior written approval of the Board in its discretion (with
                                         the corporate boards and committees on which you serve as of the Start Date being deemed
                                         approved, but only if you disclosed such service to the Board in writing prior to the
                                         Start Date). In addition, at the first reasonably practicable opportunity following the
                                         Start Date (and at all subsequent appropriate times during the Term), SMART will nominate
                                         you for election (or re-election, as applicable) to the Board.



 


		2.	Base
                                         Salary. During the Term, you will receive an annualized base salary of $750,000 per
                                         year (the “Base Salary”), payable in accordance with the normal payroll
                                         policies of the Company and subject to the usual withholdings and deductions. You agree
                                         to serve, without additional compensation, (i) as a member of the Board and, (ii) if
                                         requested by the Board, as an officer and/or director of any other member of the Company
                                         Group (as defined in Exhibit A).



 


		3.	Sign-On
                                         Bonus. On your first normal Company payroll date following the Start Date, you will
                                         receive a sign-on bonus of $200,000 (the “Sign-On Bonus”); provided
                                         that you must immediately repay the Sign-On Bonus to the Company if, prior to the
                                         first anniversary of the Start Date, either (i) your employment is terminated for Cause
                                         (as defined in Exhibit A) or (ii) you resign from employment without Good
                                         Reason (as defined in Exhibit A).



 


		4.	Performance
                                         Bonus. Beginning with SMART’s fiscal year ending 2021, with respect to each
                                         SMART fiscal year ending during the Term and subject to the achievement of the applicable
                                         performance goals and methodologies determined by the Board, you will be entitled to
                                         participate in the Company’s annual bonus program pursuant to which you



 




     


     


    

will
be eligible to earn an annual bonus (the “Annual Bonus”) with a target amount equal to 100% of the Base Salary.
The Annual Bonus, if any, earned for a fiscal year will be paid no later than two and one-half (21⁄2) months following the
beginning of the fiscal year following the fiscal year to which the Annual Bonus relates. Currently, the Annual Bonus is determined
on a semi-annual basis (with 50% of the target Annual Bonus applying to each semi-annual period), with a maximum first-half payout
of 100% of the target bonus applicable to the first half, and with any additional portion being held back for the year-end review.
Notwithstanding the foregoing, the portion of your Annual Bonus applicable to the first semi-annual period during SMART’s
fiscal year ending 2021 will not be less than $175,000. The Company and/or the Board will have the right, but not the obligation,
at its sole discretion, to change (i) the periods of the Annual Bonus to be annual, quarterly or otherwise (with appropriate holdbacks),
(ii) the performance goals and methodologies of calculating bonus achievement, and/or (iii) the Company’s fiscal year.


 


		5.	Equity
                                         Awards. In consideration for your services hereunder, you will be eligible to
                                         receive the initial equity awards described in Exhibit B pursuant
                                         to the SMART Amended and Restated 2017 Share Incentive Plan (as amended from time to
                                         time, the “Stock Plan”).  Starting in SMART’s fiscal
                                         year ending 2022, you will also be eligible to participate in SMART’s equity compensation
                                         program in a manner generally consistent with other similarly-situated senior executive
                                         officers, as determined by the Board from time to time.



 


		6.	Benefits.
                                         During the Term, you will be eligible to participate in employee benefit plans and programs
                                         that are available to similarly-situated senior executive officers of SMART from time
                                         to time; provided that the Company may terminate or modify any benefit plan or
                                         program at any time in its discretion.  Unless you elect otherwise, you will automatically
                                         be enrolled in the Company’s 401(k) program at the automatic enrollment rate of
                                         5% of your base salary after three months of employment. More details about the Company’s
                                         employee benefit plans and programs, including but not limited to the Company’s
                                         401(k) plan, will be provided to you as soon as reasonably practicable after the Start
                                         Date.



 


		7.	Indemnification.
                                         You will be entitled to an indemnification agreement and liability insurance on terms
                                         available to other similarly-situated officers (and, as applicable, directors) of SMART,
                                         which indemnification and insurance coverage will survive your termination of employment.



 


		8.	Termination
                                         of Employment. Your employment may be terminated by you or the Company for any reason
                                         (including, without limitation, with or without Cause), at any time. Neither you nor
                                         your estate, as applicable, will accrue any additional compensation (including, without
                                         limitation, any Base Salary or Annual Bonus) or other benefits following any termination
                                         of your employment.



 


(a)  
If your employment is terminated due to your death or Disability (as defined in Exhibit A), then you will only be
entitled to receive (i) your Base Salary through the date of termination (the “Accrued Salary”), which will
be paid within 15 days following the


 




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date
of termination or such earlier date as may be required by law, (ii) any other accrued and vested employee benefits that are required
to be paid to you under the Company’s employee benefit plans and in accordance with the Company’s policies, excluding
for the avoidance of doubt, any severance plans, policies or programs (the “Accrued Benefits”), and (iii) any
earned but unpaid Annual Bonus for any fiscal year preceding the fiscal year in which the date of termination occurs (the “Accrued
Bonus” and, collectively with the Accrued Salary and the Accrued Benefits, the “Accrued Amounts”),
which will be paid at the same time as bonuses are paid to other senior executive officers, generally.


 


(b)  
If your employment is terminated by the Company without Cause (and other than due to your death or Disability) or if you resign
from your employment for Good Reason, in each case outside the Change in Control Protection Period (as defined in Exhibit
A), then you will be entitled to the Accrued Amounts and, subject to Section 10 below, the following additional
payments and benefits: (i) an aggregate amount equal to 100% of your then-current Base Salary (the “Cash Severance”),
payable in accordance with the schedule set forth in Section 10 below; (ii) to the extent any Annual Bonus could be earned
in the fiscal year in which the termination occurs under the terms of the Company’s annual bonus program but such Annual
Bonus has not yet been earned, a prorated bonus (based on the Board’s determination of Company performance through the date
of termination), prorated through the date of termination, payable at the same time as bonuses are paid to other senior executive
officers, generally (the “Pro-Rated Bonus”); and (iii) to the extent that you and/or members of your family
are covered under Company-provided health plans, payment or reimbursement of health benefit continuation coverage under COBRA
or otherwise (“Health Care Continuation”) from the termination date through the earlier of (x) 12 months following
the termination date or (y) the date you become eligible for health benefits with another employer, which will be paid no later
than the due date of payments for such coverage; provided that if you are no longer eligible for COBRA continuation
coverage, the Company may provide a lump sum payment calculated based on the monthly premiums in effect immediately prior to the
expiration of COBRA coverage.


 


(c)  
If, during the Change in Control Protection Period, (i) your employment is terminated by the Company without Cause (and other
than due to your death or Disability) or (ii) you resign from employment for Good Reason, then, in lieu of any payments or benefits
pursuant to Section 8(b) above, you will be entitled to the Accrued Amounts and, subject to Section 10 below, the
following additional payments and benefits: (i) an aggregate amount equal to 150% of your then-current Base Salary plus an
amount equal to 150% of the Annual Bonus paid or payable for the most recently completed fiscal year (together, the “Change
in Control Cash Severance”), payable in accordance with the schedule set forth in Section 10 below; (ii) a Pro-Rated
Bonus; (iii) Health Care Continuation from the termination date through the earlier of (x) 18 months following the termination
date or (y) the date you become eligible for health benefits with another employer, which will be paid no later than the due date
of payments for such coverage; provided that if you are no longer eligible for COBRA continuation coverage, the
Company may provide a lump sum payment calculated based on the monthly premiums in effect immediately prior to the expiration
of COBRA coverage; and (iv) except to the extent otherwise specifically provided in the award agreement governing


 




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any
particular equity award, 100% vesting of all outstanding equity awards (including, without limitation, any equity awards subject
to performance conditions, after giving application to Section 9 below).


 


(d)  
If your employment is terminated or you resign for any reason other than as described in clauses (a) through (c) above, you will
not be entitled to any payments or benefits, other than the Accrued Salary and the Accrued Benefits.


 


		9.	Treatment
                                         of Performance-Based Equity on Change in Control. Except to the extent otherwise
                                         specifically provided in the award agreement governing any particular equity award, upon
                                         a Change in Control, to the extent you hold any equity awards that remain subject to
                                         issuance or vesting based on performance (the “Performance Awards”),
                                         to the extent not already vested, a prorated portion of the Performance Awards (based
                                         on the Board’s determination of performance measured through the Change in Control),
                                         prorated through the date of the Change in Control, will become issued and/or vested
                                         upon the Change in Control, and the remainder of the Performance Awards (the “Remainder
                                         Awards”) will issue and/or vest in equal monthly installments over the remainder
                                         of the original performance period (unless accelerated under Section 8 above);
                                         provided that if the successor to SMART does not assume or substitute the Remainder
                                         Awards with a substantially equivalent award, the full amount of the Remainder Awards
                                         will become issued and/or vested upon the Change in Control.



 


		10.	Termination
                                         Payment Matters. Any payments made pursuant to Section 8 above, other than
                                         the Accrued Salary and the Accrued Benefits, will be subject to your execution, delivery
                                         and non-revocation of an effective release of all claims against the Company, in a form
                                         provided by the Company, within the 60-day period following the date that your employment
                                         terminates (such 60-day period, the “Release Period”). The Cash Severance
                                         or Change in Control Cash Severance, as applicable, will be paid in accordance with the
                                         Company’s regular payroll practices in substantially equal installments over the
                                         12-month period following the date of termination; provided that the first installment
                                         will be paid on the first or second Company payroll date following the date on which
                                         the Release has become effective and irrevocable; provided further, if the Release
                                         Period spans two calendar years, then the first installment of the severance pay will
                                         commence on the first or second Company payroll date that occurs in the second calendar
                                         year. Any installments that otherwise would have been prior to the date on which the
                                         first installment is paid will instead be paid on the first installment payment date.
                                         Upon the termination of your employment for any reason, you agree to resign, as of the
                                         date of your termination and to the extent applicable, from the Board (and any committees
                                         thereof) and all other board of directors (and any committees thereof), officer, and
                                         other fiduciary positions of or relating to each member of the Company Group. During
                                         the Term and at any time thereafter, you agree to cooperate (i) with the Company in the
                                         defense of any legal matter involving any matter that arose during your employment with
                                         any member of the Company Group and (ii) with all government authorities on matters pertaining
                                         to any investigation, litigation or administrative proceeding pertaining to any member
                                         of the Company Group; provided that the Company will reimburse you for any reasonable
                                         travel and out of pocket expenses you incur in providing such cooperation. You will promptly
                                         notify the Company if you become



 




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eligible
for health benefits with another employer while still receiving payments or benefits hereunder.


 


		11.	Conditions.
                                         This offer, and any employment pursuant to this offer, is contingent on you: (i)
                                         providing the legally required proof of your identity and authorization to work in the
                                         United States, and (ii) executing and complying with the Company’s standard Employment,
                                         Confidential Information and Invention Assignment Agreement and the Company’s
                                         standard Arbitration and Class Action Waiver Agreement. At all times, you will be subject
                                         to, and abide by, all applicable Company policies and requirements, including but not
                                         limited to those relating to expense reimbursement, insider trading, corrupt practices,
                                         technology, publicity, safety, discrimination, and harassment.



 


		12.	Representations.
                                         By signing and accepting this offer, you represent and warrant to the Company that: (i)
                                         you are not subject to any pre-existing contractual or other legal obligation with any
                                         person, company or business enterprise which would prohibit or restrict your employment
                                         with, or your providing services to, the Company as its employee; and (ii) you have not
                                         and will not use in the course of your employment with the Company and to the benefit
                                         of the Company, any confidential or proprietary information of another person, company
                                         or business enterprise to whom you currently provide, or previously provided, services.



 


		13.	At
                                         Will Employment. You understand that your employment is “at will”
                                         at all times, which means that you or the Company may terminate your employment at any
                                         time, for any reason or no reason at all. This Offer Letter does not constitute, and
                                         may not be construed as, a commitment for employment for any specific duration.



 


		14.	Miscellaneous.
                                         This Offer Letter is subject to final approval by the Board, and this Offer Letter will
                                         be of no force or effect unless and until it has been approved by the Board on or before
                                         August 30, 2020. No provision of this Offer Letter may be modified, waived or discharged
                                         unless such waiver, modification or discharge is agreed to in a writing signed by you
                                         and another duly authorized signatory of SMART. This Offer Letter is not assignable by
                                         you, and it will governed by, and construed in accordance with, the laws of the State
                                         of California without reference to principles of conflict of laws. The Company’s
                                         obligation to pay or provide any amounts or benefits hereunder is subject to set-off,
                                         counterclaim or recoupment of any amounts you owe to any member of the Company Group
                                         (except to the extent any such action would violate, or result in the imposition of tax
                                         under, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)).
                                         This Offer Letter (together with its exhibits and schedules, as well as other documents
                                         and agreements to the extent referenced herein) constitutes the entire agreement between
                                         the parties as of the date hereof and supersedes all previous agreements and understandings
                                         between the parties with respect to the subject matter hereof. Any compensation paid
                                         to you by any member of the Company Group which is subject to recovery under any law,
                                         government regulation or stock exchange listing requirement, will be subject to such
                                         deductions and clawback as may be required to be made thereby (or by any policy adopted
                                         by any member of the Company Group). The



 




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Company
is entitled to withhold from any payment due to you any amounts required to be withheld by applicable laws or regulations.


 


		15.	409A
                                         Matters. This Offer Letter is intended to comply with Section 409A of the Code
                                         or one or more exemptions therefrom. Without limiting the foregoing, if on the date of
                                         termination of employment you are a “specified employee” (within the meaning
                                         of Section 409A of the Code), then to the extent required in order to comply with
                                         Section 409A of the Code, amounts that constitute “nonqualified deferred compensation”
                                         (as defined in Section 409A of the Code) and are not otherwise exempt from Section 409A
                                         of the Code that would otherwise be payable during the six-month period immediately following
                                         the termination date will instead be paid (without interest) on the earlier of (i) the
                                         first business day after the date that is six months following the termination date or
                                         (ii) your death. All references herein to “termination date” or “termination
                                         of employment” mean “separation from service” as an employee within
                                         the meaning of Section 409A of the Code. It is intended that each installment of
                                         payments hereunder constitutes a separate “payment” for purposes of Section
                                         409A of the Code. To the extent that any provision hereof is ambiguous as to its compliance
                                         with Section 409A of the Code, the provision will be interpreted so that all payments
                                         hereunder comply with Section 409A of the Code or one or more exemptions therefrom.
                                         To the extent any expense reimbursement or in-kind benefit is subject to Section 409A
                                         of the Code, (1) the amount of any such expenses eligible for reimbursement, or the provision
                                         of any in-kind benefit in one calendar year will not affect the expenses eligible for
                                         reimbursement in any other taxable year, (2) in no event will any expenses be reimbursed
                                         after the last day of the calendar year following the calendar year in which you incurred
                                         such expenses, and (3) in no event will any right to reimbursement or the provision of
                                         any in-kind benefit be subject to liquidation or exchange for another benefit. The Company
                                         makes no representation or warranty that, and will have no liability to you or any other
                                         person if, any payments or benefits are determined to constitute deferred compensation
                                         subject to Section 409A of the Code but do not satisfy the conditions thereof or
                                         an exemption therefrom.



 


		16.	280G
                                         Matters. If payments or benefits owed to you by the Company are considered “parachute
                                         payments” under Section 280G of the Code, then such payments will be limited to
                                         the greatest amount which may be paid to you under Section 280G of the Code without causing
                                         any loss of deduction to the Company thereunder, but only if, by reason of such reduction,
                                         the net after tax benefit to you exceeds the net after tax benefit to you if such reduction
                                         were not made (in each case, taking into account all applicable income, employment, and
                                         excise taxes). These determinations will be made at the Company’s expense by a
                                         nationally recognized certified public accounting firm designated by the Company and
                                         reasonably acceptable to you (the “Accounting Firm”).  In
                                         the event of any mistaken underpayment or overpayment under this Section 16, as
                                         determined by the Accounting Firm, the amount thereof will be paid to you or refunded
                                         to the Company, as applicable, but only to the extent any such refund would result in
                                         (i) no portion of such payments being subject to the excise tax imposed by Section 4999
                                         of the Code and (ii) a dollar-for-dollar reduction in your taxable income and wages for
                                         purposes of all applicable income and employment taxes, with interest at the applicable
                                         Federal rate for purposes of Section 7872(f)(2) of the Code.  Any reduction
                                         in payments required by this



 




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Section
16 will, to the extent possible, be made in a manner does not violate the provisions of Section 409A of the Code and will occur
in the following order: (1) any Cash Severance, (2) any other cash amount, (3) any benefit valued as a “parachute payment,”
and (4) the acceleration of vesting of any equity-based awards.


 


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To
confirm your acceptance of this offer, please sign below.  I look forward to your positive response, and I am very excited
about having you join us as our CEO.


 


	Sincerely,	 
	 	 
	/s/
    Ajay Shah  	 
	Ajay Shah	 
	Chairman of the
    Board	 
	President &
    CEO	 
	 	 
	 	 
	Accepted and Agreed:	 
	 	 
	 	 
	 	 
	/s/
    Mark Adams  	 
	Mark Adams	 
	 	 
	 	 






	Date:	August 12, 2020	 




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Exhibit
A


Definitions


 


“Cause”
means the occurrence of one or more of the following, as determined in good faith by the Board: (A) your act of fraud or material
dishonesty against any member of the Company Group which the Board reasonably determines had or will have a materially detrimental
effect on the reputation or business of any member of the Company Group, (B) your conviction of, or plea of nolo contendere to ̧
(i) a felony (excluding minor traffic offenses) or (ii) any other crime which the Board reasonably determines had or will have
a materially detrimental effect on the reputation or business of any member of the Company Group, (C) your intentional or gross
misconduct, (D) your willful improper disclosure of confidential information, (E) your action or conduct that causes material
harm to any member of the Company Group (including, without limitation, the reputation of any member of the Company Group), or
that otherwise brings you or any member of the Company Group into public disrepute, (F) your material violation of any policy
of any member of the Company Group (including, without limitation, any policy relating to discrimination, sexual harassment or
misconduct) or of this Offer Letter (or any other material agreement between you and any member of the Company Group), after written
notice from the Company, and a reasonable opportunity of not less than 30 days to cure (to the extent curable) such violation,
(G) your failure to reasonably cooperate with any member of the Company Group in any investigation or formal proceeding, or (H)
your continued material violations of your duties, or repeated material failures or material inabilities to perform any reasonably
assigned duties (other than due to your Disability), after written notice from the Board and a reasonable opportunity of not less
than 30 days to cure (to the extent curable) such violations, failures or inabilities (and during which time you will be given
a reasonable opportunity to address any issues with the Board).


 


“Change
in Control” has the meaning set forth in the Stock Plan.


 


“Change
in Control Protection Period” means the period beginning 2 months prior to and ending 12 months following a Change in
Control.


 


“Company
Group” means SMART and each of its subsidiaries.


 


“Disability”
means your inability, due to physical or mental incapacity, to perform your duties under this Offer Letter with substantially
the same level of quality as immediately prior to such incapacity for a period of 90 consecutive days or 120 days during any consecutive
six-month period. In conjunction with determining Disability for purposes of this Offer Letter, you hereby (i) consent to any
such examinations which are relevant to a determination of whether you are mentally and/or physically disabled and (ii) agree
to furnish such medical information as may be reasonably requested.


 


“Good
Reason” means the occurrence, without your written consent, of any of the following events: (A) a material reduction
in the nature or scope of your responsibilities, duties or authority from those contemplated as CEO (it being understood that
your failure to be elected, re-elected, or otherwise to serve on the Board will not contribute in any way to the existence of
Good Reason), (B) a material reduction in your then-current Base Salary (other than due to a general salary reduction program),
(C) you cease to report to the Board, or (D) you are required to permanently relocate your primary home residence


 




    A-1


     


    

as
a result of the Company’s relocation of your primary office location outside a 30-mile radius of the Company’s current
offices in Newark, California; provided that any such event described in clauses (A) through (D) above will not constitute
Good Reason unless (i) you deliver to the Board a notice of termination for Good Reason within 90 days after you first learn of
the existence of the circumstances giving rise to Good Reason, (ii) within 30 days following the delivery of such notice of termination
for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason, and (iii) following such failure
to cure, you resign your employment within 30 days thereof.


 


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Exhibit
B

Initial Equity Awards


 


The
terms of your initial equity awards will be consistent with those set forth in the summary below. Each of your initial equity
awards will be subject to the terms and conditions set forth in the Stock Plan and an award agreement issued to you in connection
with these grants (collectively, the “Award Documentation”), which will supersede and replace the summary set
forth below. Notwithstanding the foregoing, SMART may, in its sole discretion, choose to grant any or all of the following initial
equity awards (other than the Options) in the form of restricted share awards (which would not provide voting rights or dividend
payments prior to vesting) rather than restricted share unit awards.


 


		1.	Time-Based
                                         RSU Award. As soon as reasonably practicable following the Start Date, you
                                         will be granted restricted share units to acquire 225,000 ordinary shares of SMART (the
                                         “RSUs”). Subject to your continued service as CEO through each vesting
                                         date, (i) 25% of the RSUs will vest in an open trading window approximately one year
                                         after the grant date and (ii) the remainder will vest in equal quarterly installments
                                         (equal to 1/16th of the original award) in an open trading window approximately
                                         every three months thereafter (through the final vesting date on approximately the fourth
                                         annual anniversary of the grant date). The RSUs will be subject to “double-trigger”
                                         vesting acceleration upon a qualifying termination of your service following a Change
                                         in Control, as set forth in the Offer Letter.



 


		2.	1.5x
                                         PRSU Award.  As soon as reasonably practicable following the Start
                                         Date, you will be granted performance-based restricted share units to acquire 125,000
                                         ordinary shares of SMART (the “1.5x PRSUs”). The 1.5x PRSUs will vest
                                         in four equal tranches of 25% each in an open trading window approximately on each of
                                         the first four annual anniversaries of the grant date, subject to (i) your continued
                                         service as CEO through each vesting date, and (ii) the closing price of an ordinary share
                                         of SMART equaling or exceeding 150% of the closing price of an ordinary share of SMART
                                         on the Start Date for at least 60 consecutive trading days at any time during the one-year
                                         period immediately preceding the applicable vesting date (the performance condition described
                                         in this clause (ii), the “150% Price Hurdle”); provided
                                         that if any 25% tranche of the 1.5x PRSUs did not vest on its originally-scheduled vesting
                                         date due solely to 150% Price Hurdle not being achieved as of such vesting date, then
                                         such 25% tranche will instead vest on the first subsequent annual vest date as of which
                                         the 150% Price Hurdle is achieved. If the 150% Price Hurdle is not achieved as of the
                                         fourth annual vest date, then any remaining unvested portion of the 1.5x PRSUs will be
                                         immediately forfeited and added back into the pool of shares available for grant under
                                         the Stock Plan.



 


		3.	2.0x
                                         PRSU Award.  As soon as reasonably practicable following the Start
                                         Date, you will be granted performance-based restricted share units to acquire 125,000
                                         ordinary shares of SMART (the “2.0x PRSUs”). The 2.0x PRSUs will vest
                                         in four equal tranches of 25% each in an open trading window approximately on each of
                                         the first four annual anniversaries of the grant date, subject to (i) your



 




    B-1


     


    

continued
service as CEO through each vesting date, and (ii) the closing price of an ordinary share of SMART equaling or exceeding 200%
of the closing price of an ordinary share of SMART on the Start Date for at least 60 consecutive trading days at any time during
the one-year period immediately preceding the applicable vesting date (the performance condition described in this clause (ii),
the “200% Price Hurdle”); provided that if any 25% tranche of the 2.0x PRSUs did not vest on its
originally-scheduled vesting date due solely to 200% Price Hurdle not being achieved as of such vesting date, then such 25% tranche
will instead vest on the first subsequent annual vest date as of which the 200% Price Hurdle is achieved. If the 200% Price Hurdle
is not achieved as of the fourth annual vest date, then any remaining unvested portion of the 2.0x PRSUs will be immediately forfeited
and added back into the pool of shares available for grant under the Stock Plan.


 


		4.	Offer
                                         Letter Impact. With respect to the 1.5x PRSUs and the 2.0x PRSUs, as applicable,
                                         in the event of a Change in Control, to the extent not already vested, Section 9
                                         of the Offer Letter would result in a prorated portion of the equity award (based on
                                         the portion of the original performance period elapsed through the date of the Change
                                         in Control) becoming vested if the Board determines that a prorated portion of the applicable
                                         price hurdle (determined using linear interpolation based on the incremental portion
                                         of the applicable price hurdle over the original performance period) is achieved as of
                                         the Change in Control.



 


		5.	Future
                                         Time-Based Option Award. Subject to your continued service as CEO through the
                                         applicable grant date, during the first half of SMART’s fiscal year ending 2021,
                                         SMART will also recommend to the Board that you be granted time-based options to purchase
                                         250,000 ordinary shares of SMART (the “Options”). The Options will
                                         have an exercise price equal to the closing price of an ordinary share of SMART on the
                                         grant date. Subject to your continued service as CEO through each vesting date, (i) 25%
                                         of the Options will vest on the one-year anniversary of the grant date and (ii) the remainder
                                         will vest in equal monthly installments (equal to 1/48th of the original
                                         award) every month thereafter (through the final vesting date on the fourth annual anniversary
                                         of the grant date). The Options will be subject to “double-trigger” vesting
                                         acceleration upon a qualifying termination of your service following a Change in Control,
                                         as set forth in the Offer Letter.



 


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    B-2