AS HE MIGHT BE LAWFULLY COMPELLED TO GIVE
TESTIMONY BY A COURT OF COMPETENT JURISDICTION OR AS HE MAY BE REQUIRED BY LAW,
REGULATION, GOVERNMENTAL AUTHORITY OR SIMILAR BODY TO DISCLOSE. THIS MEANS THAT
EXCEPT AS STATED ABOVE, HE WILL NOT, AT ANY TIME, TALK ABOUT, WRITE ABOUT OR
OTHERWISE PUBLICIZE THIS AGREEMENT, OR ITS NEGOTIATION, EXECUTION OR
IMPLEMENTATION, EXCEPT (A) WITH AN ATTORNEY WHO MAY BE ADVISING HIM IN
CONNECTION WITH THIS AGREEMENT; (B) WITH A FINANCIAL CONSULTANT
Retirement Agreement
James M. Stolze and MEMC Electronic Materials, Inc.
Page 7
OR EXECUTIVE OUTPLACEMENT COUNSELOR; (C) WITH HIS SPOUSE; (D) WITH ANY TAXING
AUTHORITIES; (E) AS NECESSARY TO ENFORCE THIS AGREEMENT; OR (F) WITH RESPECT TO
THE FACTUAL INFORMATION CONTAINED IN PARAGRAPHS 1, 2 AND 13 HEREOF AND THE
CONTINUING OBLIGATIONS OF MR. STOLZE UNDER SECTION 5 OF THE EMPLOYMENT
AGREEMENT, PROVIDED THAT SAID PERSONS TO WHOM DISCLOSURE IS PERMITTED PURSUANT
TO (A), (B) AND (C) OF THIS PARAGRAPH 12 PROMISE TO KEEP THE INFORMATION THAT
MAY BE REVEALED TO THEM CONFIDENTIAL AND NOT TO DISCLOSE IT TO OTHERS.
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS PARAGRAPH 12 SHALL
TERMINATE WITH RESPECT TO ANY INFORMATION THAT MEMC DISCLOSES IN A PUBLIC FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION.
13. NON-SOLICITATION. DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE OF THIS
AGREEMENT AND ENDING ON THE SECOND ANNIVERSARY OF THE RETIREMENT DATE, MR.
STOLZE WILL NOT, DIRECTLY OR INDIRECTLY, FOR HIS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANY OTHER PERSON OR ENTITY, ANYWHERE IN THE UNITED STATES OR ANYWHERE ELSE IN
THE WORLD WHERE MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES ARE CONDUCTING
BUSINESS, (I) SOLICIT FOR EMPLOYMENT, EMPLOY OR OTHERWISE INTERFERE WITH THE
RELATIONSHIP OF MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WITH ANY NATURAL
PERSON THROUGHOUT THE WORLD WHO IS OR WAS EMPLOYED BY OR OTHERWISE ENGAGED TO
PERFORM SERVICES FOR MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IN A SALES,
ACCOUNTING, FINANCIAL OR MANAGERIAL CAPACITY AT ANY TIME DURING WHICH MR. STOLZE
WAS EMPLOYED BY MEMC OR (II) INDUCE ANY SALES, ACCOUNTING, FINANCIAL OR
MANAGERIAL EMPLOYEE OF MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (A) TO
ENGAGE IN ANY ACTIVITY WHICH MR. STOLZE IS PROHIBITED FROM ENGAGING IN UNDER
THIS AGREEMENT OR (B) TO TERMINATE HIS OR HER EMPLOYMENT WITH MEMC OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES. FOR PURPOSES OF THIS PARAGRAPH 13, "SOLICIT" MEANS
ANY COMMUNICATION OF ANY KIND WHATSOEVER, REGARDLESS OF BY WHOM INITIATED,
INVITING, ENCOURAGING OR REQUESTING ANY PERSON OR ENTITY TO TAKE OR REFRAIN FROM
TAKING ANY ACTION. THE PROVISIONS OF THIS PARAGRAPH 13 SHALL SUPERSEDE THE
NON-SOLICITATION PROVISIONS INCLUDED IN THE SECOND PARAGRAPH UNDER "COMPETITIVE
ACTIVITY" OF THE EXHIBIT TO THE EMPLOYMENT AGREEMENT.
14. Arbitration. Except for the enforcement of any rights to equitable relief
pursuant to paragraphs 9, 12 or 13, Mr. Stolze and MEMC agree that any dispute,
controversy or claim (between Mr. Stolze and MEMC or any of its subsidiaries,
affiliates, or parent