Employment Agreement dated as of January 1. 2003 - Stiffler


  Exhibit 10-mm
 EMPLOYMENT AGREEMENT
 This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the
"Company"), and Thomas P. Stiffler ("Executive").
 WITNESSETH:
 WHEREAS, the Company desires to continue to employ Executive as its Corporate Vice President, Human Resources and Executive desires to continue such employment on the terms and conditions set forth
herein;
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the
Company and Executive hereby agree as follows:
 l. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant
to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a the period commencing on November 13, 2001 (the "Commencement Date") and ending on December 31, 2003 (the
"Normal Expiration Date"). The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as the Corporate
Vice President, Human Resources of the Company or such other executive officer position(s) as the Company may request during the Employment Period and shall have such duties and responsibilities as are customarily assigned to individuals serving in
such positions and such other duties as the Company specifies from time to time. Executive shall comply with all policies and procedures of the Co any. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the
conscientious and faithful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) and absence for sickness or similar disability and (ii) to the extent that it does not
interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal
financial matters, and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).
 2. Compensation.

 (a) Base Salary. As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of
calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $210,000 payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty
percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board") from time to time, in its sole discretion. In the event Executive's base salary is
restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary
shall not be decreased except if such decrease is part of a base salary reduction application to a road class of management employees. The annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base
Salary".
 (b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus"), with
a target bonus of 40% of Executive's Base Salary (the "Target 
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  Bonus") and a maximum bonus of 70% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year
pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only
if Executive is employed by the Company on the date on which such Annual Bonus is paid. Any Annual Bonus that becomes payable to Executive shall be payable either in the form of cash, restricted shares of the Company common stock or any combination
thereof; provided, however, that it is currently anticipated that any Annual Bonus that becomes payable to Executive shall be paid in the combina on of 50% cash and 50% restricted shares of the common shares of the Company. In the event that
any portion of the Annual Bonus for calendar year 2002 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares no later than the Normal Expiration Date, provided Executive is employed by the
Company on such date. In the event that any portion of the Annual Bonus for calendar year 2003 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares on the date the annual bonuses are
generally paid to executive officers, provided that Executive is employed by the Company on the Normal Expiration Date. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance
criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.
 (c) Stock Options. 
 (i) Initial Grant. As soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive a
non-qualified option to purchase 25,000 shares of common stock of the Company, at an exercise price per share equal to "fair market value" per share as of the date of grant (the "Initial Performance Option") and an additional non-qualified
option to purchase 25,000 shares of common stock of the Company at an exercise price equal to $1.50 per share (the "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options").
The terms and conditions of the Initial Options shall be governed by the Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by
the Company and Executive (the "Initial Stock Option Agreement") which s ll contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Stock Option Agreement shall provide, among other things, for the
following:

	(A)	The Initial Service Option shall become exercisable on the Normal Expiration Date, provided that Executive remains continuously employed by the Company through such
date;
	 	 	 
	(B) 	Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code
and the date that is nine years and ten months from the applicable grant date; 
	 	 	 
	(C)	The Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided,
however, that the vesting of the Initial Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company 

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	 	prior to February 28, 2002, provided Executive is actively employed with the Company on the date as of which the financial and operating objectives are achieved;
	 	 	 
	(D)	The Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of
employment in accordance with the Initial Stock Option Agreement; and 
	 	 	 
	(E)	Upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as
hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

  (ii) Existing Options; Subsequent Grant. 

	(A)	Optional Cancellation of Existing Options. The Company intends to permit Executive on or about June 1, 2002, to cancel any and all of his rights to or in his option to
purchase 25,000 shares of common stock of the Company granted to him prior to the Commencement Date (the "Existing Option"), such cancellation to be effective as of June 1, 2002. Until Executive elects to cancel his Existing Option (if he
elects to do so at all), such Existing Option shall continue to be governed by the terms of the applicable plan and stock option agreement under which the Existing Option was awarded to Executive (collectively, the "Existing Stock Option
Agreement").
	 	 	 
	(B)	Subsequent Grant. In the event that Executive elects to cancel his Existing Option as provided in Section 2(c)(ii)(A) above and subject to Executive's continuous employment
with the Company, as soon as reasonably practicable following January 1, 2003, the Company shall cause the Board or a committee thereof to grant Executive non-qualified options (the "Subsequent Options") to purchase at least 15,000 shares of
common stock of the Company (the "Subsequent Option Shares"). The Subsequent Options granted on or about January 1, 2003 shall have an exercise price per share equal to the "fair market value" (as such term is defined in the 1995 Plan) per
share at the date of grant. The Subsequent Options with respect to fifty percent (50%) of such Subsequent Option Shares shall be referred to herein as the "Subsequent Service Option" and the Subsequent Options with respect to the remaining
Subsequent Option Shares shall be referred to herein as the "Subseque Performance Option." The terms and conditions of the Subsequent Options shall be evidenced by a stock option agreement (the "Subsequent Stock Option Agreement" and
together with the Initial Stock Option Agreement and the Existing Stock Option Agreement, collectively referred to herein as the "Stock Option Agreements"). The Subsequent Stock Option Agreement shall contain terms consistent with this
Section 2(c)(ii)(B) and other customary terms. The Subsequent Stock Option Agreement shall provide, among other things, for the following: 
	 	 	 
	(1) 	The Subsequent Service Option shall become exercisable on the Normal Expiration Date, provided that Executive remains continuously employed by the Company through such date;
and

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	(2) 	The Subsequent Performance Option shall vest on the seventh anniversary of the grant date if Executive is actively employed with the Company on such anniversary; provided, however,
that the vesting of the Subsequent Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives established by the Company prior to February 28, 2003, provided Executive is actively
employed with the Company on the date as of which the financial and operating objectives are achieved;
	 	 	 
	(3)	The Subsequent Options shall expire on the tenth anniversary of the date of grant, provided that such Subsequent Options shall be subject to earlier expiration upon termination of
employment in accordance with the Subsequent Stock Option Agreement; and 
	 	 	 
	(4)	Upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as
hereinafter defined) to exercise any or all of the Subsequent Options that are vested as of the Date of Termination. 

 3. Employee
Benefits.
 (a) Participation in Employee Benefit Plans. During the Employment Period, Executive shall be eligible to participate in the employee
benefit plans and programs maintained by the Company from time to time and generally available to the senior executives of the Company including to the extent maintained by the Company life, medical, dental, accidental and disability insurance plans
and profit sharing, pension, retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time.
 (b) Vacation. During the Employment Period, Executive shall be entitled to the same amount of annual vacation that Executive is entitled to on the date of this Agreement on an annualized basis, as may
be increased from time to time consistent with the Company's past practices, provided that in no case will there be any carryover accumulation. 
 4. Termination of Employment. The Employment Period may be terminated prior to the Normal Expiration Date as follows:
 (a) Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined below). In the event that Executive's employment hereunder
terminates due to his death or is terminated by the Company due to Executive's Disability, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement,
"Disability" shall mean a physical or mental condition entitling Executive to benefits under the long-term disability policy maintained by the Company, as such policy may be amended from time to time. Executive's employment shall be deemed to
have terminated as a result of a Disability on the date as of which he is first entitled to receive disability benefits under such policy.
 (b) Termination by
the Company for Cause. Executive's employment may be terminated by the Company for Cause (as defined below). In the event of a termination of Executive's employment by the Company for Cause, no termination benefits shall be payable to or in
respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Cause" shall mean (i) the failure of Executive to make a good faith effort to substantially perform his duties hereunder (other than any
such 
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  failure due to Executive's Disability) or Executive's insubordination with respect to a specific directive of the Chief Executive Officer of the
Company or a resolution of the Board; (ii) Executive's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably
expected to result in direct or indirect material injury to the Company or any of its Affil tes (as defined below); (iii) breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any
of its Affiliates or material violation of any Company policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of
employment hereunder for other than Cause, it is determined in good faith by the Company that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Company, be deemed to have been
terminated for Cause retroactively to the date the events giving rise to Cause occurred. 
 (c) Termination Without Cause. Executive's employment may be
terminated by the Company Without Cause (as defined below). In the event of a termination of Executive's employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 4(f)(i). A termination "Without Cause" shall mean a termination of Executive's employment by the Company prior to the Normal Expiration Date other than due to Executive's death, Disability or for Cause.
 (d) Termination by Executive. In the event that Executive terminates his employment for Good Reason prior to the Normal Expiration Date, Executive shall be entitled to
the termination benefits described in Section 4(f)(i). In the event that Executive terminates his employment without Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). A
termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) a material reduction
in Executive's total compensation opportunity unless such reduction is part of a reduction applicable to a broad class of management employees or (ii) relocation of Executive's principal work location to more than twenty-five (25) miles from
Executive's current principal work location, provided that, (x) within thirty (30) ys following the occurrence of any of the events set forth herein, Executive shall have delivered written notice to the Company of his intention to terminate
his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to Executive's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances to the
reasonable satisfaction of Executive within thirty (30) days after receipt of such notice and (y) Executive delivers a Notice of Termination to the Company in accordance with Section 4(e) within ten (10) days following the Company's failure to cure
such circumstances within the time period specified above. A termination "Without Good Reason" shall mean a termination of Executive's employment by Executive during the Employment Period other than a termination of Executive's employment by
Executive for Good Reason in accordance with the foregoing procedures.
 (e) Notice of Termination; Date of Termination.
 (i)  Notice of Termination. Any termination by the Company pursuant to Section 4(a), 4(b) or 4(c), or by Executive pursuant to Section 4(d), shall be communicated by a Notice
of Termination addressed to the other party to this Agreement in accordance with the notice provisions of Section 9(f). A "Notice of Termination" shall mean a notice stating that Executive or the Company, as the case may be, is electing to
terminate Executive's employment with the Company and stating the proposed effective date of such termination, provided such effective date shall not be sooner than the dates provided in Section 4(e)(ii).
 (ii) Date of Termination. The term "Date of Termination" shall mean (i) if Executive's employment is 
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  terminated by his death, the date of his death, (ii) if Executive's employment is terminated by the Company for any reason prior to the
Normal Expiration Date, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, (iii) if Executive's employment is terminated due to Executive's Disability, the
date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, (iv) if Executive's employment is terminated by Executive for any
reason prior to the Normal Expiration Date, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, and (v) if Executive's e
mployment is terminated on the Normal Expiration Date, the Normal Expiration Date.
 (f) Payments Upon Certain Terminations.
 (i) Termination by the Company Without Cause or by Executive for Good Reason. In the event Executive's employment is terminated by the Company Without Cause or by
Executive for Good Reason at any time prior to the Normal Expiration Date, Executive (or, following his death, Executive's estate) shall be entitled to, (i) his Base Salary through the Date of Termination, to the extent not yet paid and (ii) his
Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, in each case, to be paid in cash within thirty (30) days after the Date of Termination. In
addition, in the event that Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the Normal Expiration Date, subject to the effectiveness of Executive's execution of a general
release and waiver of all claims against the Company, its Affiliates and their respect e officers and directors in a form reasonably satisfactory to the Company and subject to Executive's compliance with the terms and conditions contained in this
Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) the continuation of Executive's Base Salary from the Date of Termination through the Normal
Expiration Date as if Executive's employment with the Company had not been terminated and (B) any outstanding Initial Service Option and Subsequent Service Option that have been granted to Executive prior to the Date of Termination, whether or not
yet vested, shall become immediately vested as of the Date of Termination.
 (ii) Termination Due to Executive's Death or Disability, by the Company for Cause,
by Executive Without Good Reason or on the Normal Expiration Date. If Executive's employment shall terminate upon his death or Disability, by the Company for Cause, by Executive Without Good Reason or by Executive or the Company for any reason
on the Normal Expiration Date, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), Executive's Base Salary through the Date of Termination, to the extent not yet paid, within thirty (30) days following the Date
of Termination, and solely in the case of (x) a termination of employment due to Executive's death or Disability, Executive's Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination
occurs, to the extent not yet paid, payable at such time as annual bonuses are generally paid to other executive officers or (y) a termination of employment on the No al Expiration Date, Executive's Annual Bonus, if any, earned in the calendar year
that includes the Normal Expiration Date, to the extent not yet paid, payable at such time as annual bonuses are generally paid to other executive officers.
 (iii) Except as specifically set forth in this Section 4(f), Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or
incentive compensation or severance compensation or benefits (and the provisions of this Section 4(f) shall supersede the provisions of any such plan, policy, program or practice, including without limitation the Company's Severance Plan for
Senior Officers), except as may be required with respect to any vested benefits under any tax-qualified plan maintained or contributed to by the Company or Section 4980B of 
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  the Code. 
 (g) Resignation upon Termination.
Effective as of any Date of Termination under this Section 4 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with the Company and all of its
Affiliates.
 5. Existing Agreement. The provisions of the existing agreement between Executive and the Company dated October 30, 2000, a copy of
which is attached as Exhibit A (the "Existing Confidentiality Agreement"), under the headings "Confidential Information", "Competitive Activity" and "Ideas, Inventions or Discoveries" shall continue in full force and effect and are herein
incorporated by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Existing Confidentiality Agreement, the provisions of this Agreement shall control. 
 6. Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in
Section 5 and the Existing Confidentiality Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which
adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the
Company may have. 
 7. Waiver of Rights to Benefits and Payments Under Certain Benefit Plans or Agreements. In full and final consideration for the
benefits and payments provided hereunder, Executive hereby waives all of his rights and entitlements (contingent or otherwise) to any and all benefits and payments (including without limitation all accrued and vested benefits) under the MEMC
Electronic Materials, Inc. Supplemental Executive Pension Plan (1998 Restatement), the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers, and the MEMC Electronic Materials, Inc. 2001 Annual Incentive Plan and all predecessor and
successor plans thereto (unless such successor plan specifically provides benefits to Executive).
 8. Entire Agreement. This Agreement, the Existing
Confidentiality Agreement and the Stock Option Agreements constitute the entire agreement among the parties hereto with respect to Executive's employment and his right to compensation and benefits, including without limitation severance or
termination pay. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but
not limited to, those made to or with Executive by any other Person and those contained in any prior offer, employment, consulting or similar agreement entered into by Executive and the Company or any predecessor thereto or Affiliate thereof are
merged herein and superseded hereby.
 9. Miscellaneous.
 (a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns. This Agreement shall also be binding on and inure
to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to
this Section 9(a). The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its 
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  business and/or assets (by whatever means).
 (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws.
 (c) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social
insurance taxes, as shall be required by law.
 (d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
 (e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not be affected thereby. In addition, if any of the provisions of Section 5 or the Existing Confidentiality Agreement is for any reason held by a court to be excessively broad as to duration,
geographical scope, activity, subject matter or otherwise then such provision will be construed or judicially modified so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being
understood and agreed that the parties hereto regard such restrictions as reasonable and compatible with their respective rights.
 (f) Notices. Any notice
or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt
requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):

	   (A) If to the Company, to it at: 
 
	 : 	 MEMC Electronic Materials, Inc.
 501 Pearl Drive (City of O'Fallon)
 P.O. Box 8 St. Peters, Missouri 63376
 Attention: General Counsel 
	   (B) If to Executive, to him at his residential address as currently on file with the Company
 
 Copies of any notices or other communications given under this Agreement shall also be given to: 
	 . 	 Ceary, Gottlieb, Steen & Hamilton
 One Liberty Plaza
 New York, New York 10006
 Attention: A. Richard Susko, Esq 

 (g) Voluntary Agreement; No Conflicts. Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the
Company, that he has no obligation to 
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  any other person or entity that would affect or conflict with any of Executive's obligations pursuant to such employment, and that the complete
performance of the obligations pursuant to Executive's employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound. The Company will not request or require, and Executive agrees not to
use, in the course of Executive's employment with the Company, any information obtained in Executive's employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law,
regulation, order or decree of any governmental or judicial body.
 (h) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument. A facsimile of a signature shall be deemed to be and have the effect of an original signature.
 (i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation
hereof.
 (j) Certain Definitions.
 "Affiliate": with respect to any
Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of
which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.
 "Control": with respect to any Person,
means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as
trustee or executor, or otherwise.
 "Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust,
business trust, governmental authority or other entity.
 "Subsidiary": with respect to any Person, each corporation or other Person in which the first Person
owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives and Executive has hereunto set his hand, in each case effective as of
the date first above written.

	   	 MEMC ELECTRONIC MATERIALS, INC.
 By: /s/ John Marren
 Name: John Marren

Title: Chairman of the Board 

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 EXECUTIVE:
 /s/ Thomas P. Stiffler
 Name: Thomas P. Stiffler
 

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