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EXHIBIT 10.6
SUPPLEMENTAL RETIREMENT AGREEMENT
CLARIFICATION
MEMC Electronic Materials, Inc. ("MEMC") and Xxxxxx X. Viefhues (the
"Executive") entered into a Supplemental Retirement Agreement dated February 17,
1999 (the "Retirement Agreement").
It has subsequently been determined that the Retirement Agreement may not
accurately reflect the intent of the parties in all respects; and that the
method of delivery of the benefits provided in the Retirement Agreement may be
inconsistent in some respects with the requirements applicable to the MEMC
Pension Plan and the MEMC welfare plans.
The parties now wish to amend the Retirement Agreement to correct a
mathematical error regarding the pro rata annual incentive payment and to
conform the technical method of delivery of the benefits to conform to the
requirements governing the MEMC Pension Plan and the MEMC welfare plans.
NOW, THEREFORE, the Retirement Agreement is hereby modified as follows:
1. The pro rata annual incentive payment provided for in Section 3.1 of the
Retirement Agreement shall be calculated by multiplying the full 1999 bonus by
0.624658 (instead of 0.71237) to accurately reflect the actual number of days in
1999 through the end of the Transition Term.
2. Section 4.2 of the Retirement Agreement is hereby amended to read in its
entirety as follows:
4.2. Pension Credit. As of the Transition Date, the Executive shall
receive an additional year of credit for service under the MEMC SEPP. The
Executive's accrued benefit under the SEPP shall be payable as soon as
practical after August 18, 2000, and shall be based on service credit
including such
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additional year and on Average Total Earnings determined as
of August 17, 1999. MEMC acknowledges that, as of the Transition Date, the
combination of the Executive's age and years of service is at least 80, and
therefore, the Executive will be eligible for the "Combo 80" early
retirement income benefits under the MEMC Pension Plan in accordance with
its terms.
3. Section 4.5 of the Retirement Agreement is hereby amended to read in its
entirety as follows:
4.5. Other Employee Benefit and Perquisites. Effective as of the
Transition Date, the Executive shall continue to participate in the Retiree
Medical Plan of MEMC in accordance with its terms. MEMC acknowledges that
as of the Transition Date, the Executive will be eligible for coverage
under the Retiree Medical Plan. In addition, MEMC shall pay the Executive
an amount in cash equal to the cost to the Executive of paying for COBRA
continuation coverage for dental benefits (the "COBRA Premium
Reimbursement"). MEMC acknowledges that the Executive will be eligible for
retiree life insurance benefits under its Retiree Life Insurance Plan,
which presently provides benefits equal to 25% of the coverage applicable
to active employees. In addition, MEMC shall provide the Executive with a
term life insurance policy for one million dollars ($1,000,000.00) of
coverage effective for the one year period beginning on the Transition
Date. MEMC shall also pay the Executive an amount in cash (the "Tax
Gross-Up Amount") so that the net amount after payment of the federal and
state income tax imposed on the COBRA Premium Reimbursement, the cost of
the additional term life insurance policy, and the Tax Gross-Up Amount
shall equal the COBRA Premium Reimbursement and the cost of the additional
term life insurance policy. In addition, MEMC agrees that it will provide
the Executive with reasonable and customary tax preparation services and
financial planning assistance for the 1999 tax year.
The parties to this Agreement hereby acknowledge that the Retirement
Agreement, as modified and clarified by this Agreement, reflects and implements
the agreement regarding supplemental retirement benefits between Executive and
the Board of Directors of MEMC.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
17th day of March, 1999.
MEMC ELECTRONIC MATERIALS, INC.
By:/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Corporate Vice President,
Human Resources
/s/ Xxxxxx X. Viefhues
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Xxxxxx X. Viefhues
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