exv10w8



 






Exhibit 10.8




February 12, 2004




Jack Pacheco

4048 Marblehead Court

San Ramon, CA 94583



Dear Jack:



     On behalf of Modular, L.L.C. (the “Parent”), I am pleased to set forth the terms of your offer
of employment with SMART Modular Technologies (the “Company”) after the closing of the acquisition
of the Company and related entities from Solectron by the Parent and its subsidiaries (the
“Acquisition”). This letter agreement (this “Letter Agreement”) is contingent on, and will be
effective upon the date of, the closing of the Acquisition (the “Effective Date”).



     The terms of your employment with the Company and its affiliates will be as follows:



	 	 	 
	Position:

	 	Your position will be Chief Financial Officer, initially
reporting to the President. While employed by the Company
or its affiliates, you will be expected to devote your full
working time and attention to the business of the Company
and its affiliates and not engage or participate in any
business that is competitive with the business of the
Company and its affiliates.
	 
	 	 
	Base Salary:

	 	You will receive an initial annual base salary of $185,000
to be paid in regular installments in accordance with the
Company’s usual payroll practices. It is expected that
salary reviews will be conducted on an annual basis, and you
will be entitled to such increases in your base salary as
determined by the Board of Directors in its sole discretion.
	 
	 	 
	Performance

Bonus:

	 	You will be eligible to receive an annual bonus with an
initial target bonus opportunity of 100% of your base
salary, depending upon the achievement of performance
criteria (which may be based on the Company’s and its
affiliates’ performance, individual performance, or a
combination thereof) established by the Board of Directors
in its sole discretion from time to time in consultation
with the management team.
	 
	 	 
	Stock Option:

	 	Promptly after the Effective Date, you will be granted an
option (the “Option”) to purchase shares of common stock






 









 






	 	 	 
	 

	 	of
Parent (or one of its affiliates) representing approximately
0.70% of such entity’s outstanding common
stock. The Option will have an exercise price equal to the fair market
value of the stock as of the date of grant. The Option will vest and
become exercisable over four years subject to your continued employment
on the applicable vesting date, with 25% of the Option vesting after the
first year and monthly vesting thereafter. Except as set forth herein,
the Option will be subject to the terms of the stock plan and the
applicable award agreement.
	 
	 	 
	Benefits:

	 	You will be provided employee benefits (including fringe
benefits, vacation, life, health, accident and
disability insurance, 401(k) plan) on the same basis as
those benefits are generally made available to senior
executives of the Company.
	 
	 	 
	At-Will

Employment

	 	Your employment with the Company is “at-will”, meaning
either you or the Company may terminate your employment
for any reason at any time, with or without cause.
	 
	 	 
	Restrictive

Covenants:

	 	As a condition to your employment and the grant of the
Options, you have executed or, if requested, agree to
execute the Company’s standard form of proprietary
information and confidentiality agreement.
	 
	 	 
	Miscellaneous:

	 	All amounts due hereunder are subject to payroll
deductions and withholdings as are required by law.
This Letter Agreement may be assigned by the Parent to
the Company or any of its affiliates.
	 
	 	 
	Entire Agreement:

	 	This Letter Agreement represents the entire
understanding between you and the Parent or any of its
affiliates regarding the matters discussed herein and
supersedes all prior agreements (other than any existing
proprietary information and confidentiality agreement),
written or oral, between you and the Company, the Parent
or any of their affiliates.
	 
	 	 
	Governing Law:

	 	This Letter Agreement will be governed by California
law, without application of the conflict of law
principles thereof.






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     To indicate your acceptance of this offer, please sign and return this Letter Agreement.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	/s/ Iain MacKenzie
	 

	 	 
	 
	 	 
	Agreed and accepted:
	 	 
	 
	 	 
	/s/ Jack Pacheco
	 	 
	 	 
	 
	Name: Jack Pacheco
	 	 
	Date: 2/17/04
	 	 
	 
	 	 
	Expected Start Date: 3/13/04
	 	 







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