0000945436-02-000019 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

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 Jonathon P. Jansky ("Executive").

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FORM OF STOCK OPTION AWARD AGREEMENT
Form of Stock Option Award Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

AMENDMENT NO. 1 TO AMENDED AND RESTATED INDENTURE
Indenture • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 21, 2002 (this "Amendment No. 1") to the Amended and Restated Indenture, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), CITIBANK, N.A., as trustee (the "Trustee") and CITICORP USA, INC., as collateral agent (the "Collateral Agent") (as amended, modified or supplemented from time to time, the "Indenture").

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri

This Separation Agreement and General Release ("Agreement") is made and entered into by and between Julius R. Glaser, Jr. ("Mr. Glaser") and MEMC Electronic Materials, Inc. ("MEMC"). In consideration of the following promises, the parties agree as follows:

FORM OF STOCK OPTION GRANT AGREEMENT
Form of Stock Option Grant Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT, made as of ___________________, between MEMC Electronic Materials, Inc. (the "Company") and the participant, named on the cover sheet to this agreement.

AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT
The Revolving Credit Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 21, 2002 (this "Amendment No. 1") to the Revolving Credit Agreement, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and CITICORP USA, INC., as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (as amended, modified or supplemented from time to time, the "Revolving Credit Agreement").

OMNIBUS AMENDMENT AGREEMENT
Omnibus Amendment Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices

Omnibus Amendment Agreement, dated January 25 2002, among the entities set forth on the signatures pages hereof (this "Agreement").

FORM OF STOCK OPTION GRANT AGREEMENT
Form of Stock Option Grant Agreement • May 13th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

OMNIBUS AMENDMENT AGREEMENT NO. 2
Memc Electronic Materials Inc • May 13th, 2002 • Semiconductors & related devices

Omnibus Amendment Agreement No. 2 dated March 27, 2002 among the entities set forth on the signatures pages hereof (this "Agreement").

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