MEMC ELECTRONIC MATERIALS, INC.
SPECIAL INCENTIVE PLAN
SUMMARY
In March 1998, the Company adopted a special incentive plan designed to retain
the services of certain officers and key employees during the period commencing
April 1, 1998 and ending June 30, 1999 (the "Retention Period"). Under the
special incentive plan, the participants received a special incentive bonus.
Fifty percent (50%) of the special incentive bonus (the "Advance Payment") was
paid to each participant at the time the participant executed a special
incentive bonus agreement with the Company. The remaining fifty percent (50%) of
each participant's special incentive bonus will be paid on June 30, 1999
provided that such participant remains an employee of the Company through June
30, 1999.
In the event a participant terminates his or her employment with the Company
prior to April 1, 1999, the incentive bonus agreement provides that such
participant must reimburse the Company the entire amount of the Advance Payment.
Notwithstanding the foregoing, no reimbursement of the Advance Payment is
required in the event of the death or total and permanent disability of a
participant, or in the event a participant's employment with the Company is
involuntarily terminated by the Company as a result of a change in control of
the Company or a reduction in the Company's workforce.
In the event a participant terminates his or her employment with the Company
after March 31, 1999 and before July 1, 1999, the incentive bonus agreement
provides that such participant must reimburse the Company a pro rata portion of
the Advance Payment (such reimbursement based on the portion of the Retention
Period during which the participant failed to remain an employee of the
Company).
There are 24 participants in the special incentive plan, including eleven
executive officers. Approximately $2.9 million of special incentive bonuses were
awarded under the plan. A form of the special incentive bonus agreement is
attached. The special incentive bonus agreements for the three named executive
officers who participated in the special incentive plan have been separately
filed.
Form of
MEMC Electronic Materials, Inc.
Special Incentive Bonus Agreement
THIS AGREEMENT is entered into between MEMC Electronic Materials, Inc.
("MEMC") and __________________ ("Employee").
Employee is employed by MEMC.
MEMC recognizes the value of the services performed by Employee and wishes
to encourage Employee to continue employment with MEMC. Employee wishes to be
paid a certain amount of additional compensation in return for continuous
employment with MEMC for a designated period of time.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. Nature of Contract. This Agreement provides for an additional bonus (the
"Special Incentive Bonus") to be paid by MEMC to Employee in consideration for
Employee's continuous employment throughout the period of April 1, 1998 through
June 30, 1999 (the "Retention Period").
Nothing contained in this Agreement shall be construed to be a contract of
employment for any term, nor as conferring upon Employee the right to continue
in the employment of MEMC in Employee's present capacity or in any other
capacity. Nothing contained in this Agreement shall be construed to preclude
either party from terminating the employment relationship at any time.
It is expressly understood by the parties that this Agreement relates
exclusively to additional compensation for Employee's services and is not
intended to be the entire employment contract. This Agreement merely supplements
Employee's employment contract with MEMC.
The Special Incentive Bonus provided by this Agreement is in addition to
the cash compensation and other fringe benefits provided to Employee pursuant to
any plan or plans maintained by MEMC for its employees generally.
2. Special Incentive Bonus. If Employee remains in the employment of MEMC
continuously throughout the Retention Period of April 1, 1998 through June 30,
1999, Employee shall be entitled to a Special Incentive Bonus in the amount of
_____________.
3. Terms of Payment. Fifty percent of the Special Incentive Bonus will be
payable with the March 31, 1998 payroll (the "Advance Payment"); the remaining
fifty percent of the Special Incentive Bonus will be payable with the June 30,
1999 payroll (the "Final Payment").
Subject to the exceptions below, in the event Employee terminates
employment with MEMC before April 1, 1999, Employee shall reimburse MEMC the
entire amount of the Advance Payment (including any payroll tax withheld).
Subject to the exceptions below, in the event Employee terminates
employment with MEMC after March 31, 1999 and before July 1, 1999, Employee
shall reimburse MEMC that portion of the Advance Payment (including any payroll
tax withheld) that the number of days in the period beginning on the date of
Employee's termination of employment with MEMC and ending on June 30, 1999 bears
to 456. For example, if Employee terminates employment with MEMC on June 1,
1999, Employee shall reimburse MEMC 30 / 456 (or 6.58%) of the Advance Payment.
No reimbursement of the Advance Payment shall be required in the event of
the death or total and permanent disability of Employee, or in the event
Employee's employment with MEMC is involuntarily terminated by MEMC as a result
of a change in control of MEMC or a reduction in the workforce of MEMC. The
reimbursement as described above shall be required in the event of Employee's
termination of employment with MEMC for any other reason.
In no event shall Employee be entitled to the Final Payment in the event of
Employee's termination of employment with MEMC for any reason before July 1,
1999.
4. Tax Withholding
MEMC shall withhold from the Special Incentive Bonus the amount necessary
to enable MEMC to remit to the appropriate government entity or entities the
amount required to be withheld from wages with respect to such payments. All
references to the Special Incentive Bonus, the Advance Payment, and the Final
Payment shall mean the gross amount of such amount before such payroll taxes are
withheld.
5. Collection of Reimbursement
Employee agrees that any reimbursement of the Advance Payment due MEMC in
the event of termination of employment of the Employee before July 1, 1999 may
be withheld by MEMC from any amounts owed by MEMC to Employee.
6. Confidentiality
Employee agrees that the terms of this Special Incentive Bonus Agreement
are confidential and will not be discussed with or disclosed to any present or
former employee of MEMC or its affiliates or subsidiaries.
7. Governing Law
The interpretation and enforcement of this Agreement shall be governed by
the laws of the State of Missouri.
Employee acknowledges that this Agreement has been reviewed in detail by
Employee and that Employee voluntarily entered into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Special Incentive Bonus
Agreement this ____ day of __________, 1998.
MEMC ELECTRONIC MATERIALS, INC.
By:___________________________________________
Ludger H. Viefhues, Chief Executive Officer
_____________________________________________