RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Time-Vesting Inducement GrantRestricted Stock Unit Award Agreement • November 23rd, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
WHEREAS, the Company has adopted the MEMC Electronic Materials, Inc. 2009 Special Inducement Grant Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing eligible employees of Sun Edison LLC with an appropriate incentive to encourage them to continue in the service and employ of the Company or its Affiliate upon and after the acquisition of Sun Edison LLC by the Company, and to improve the growth and profitability of the Company;
RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Performance-Based Inducement GrantRestricted Stock Unit Award Agreement • November 23rd, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
WHEREAS, the Company has adopted the MEMC Electronic Materials, Inc. 2009 Special Inducement Grant Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing eligible employees of Sun Edison LLC with an appropriate incentive to encourage them to continue in the service and employ of the Company or its Affiliate upon and after the acquisition of Sun Edison LLC by the Company, and to improve the growth and profitability of the Company;
RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees without Employment Agreements) Performance-Based Inducement GrantRestricted Stock Unit Award Agreement • November 23rd, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
WHEREAS, the Company has adopted the MEMC Electronic Materials, Inc. 2009 Special Inducement Grant Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing eligible employees of Sun Edison LLC with an appropriate incentive to encourage them to continue in the service and employ of the Company or its Affiliate upon and after the acquisition of Sun Edison LLC by the Company, and to improve the growth and profitability of the Company;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of November 20, 2009 by and among MEMC Electronic Materials, Inc., a Delaware corporation (the “Company”); the Representatives of the Unitholders (the “Representatives”) as defined under that certain Agreement and Plan of Merger dated as of October 22, 2009, as amended, by and among the Company, Sierra Acquisition Sub, LLC, a Delaware limited liability company and indirect and wholly owned subsidiary of Parent, Sun Edison LLC, a Delaware limited liability company (the “LLC”), and the Representatives named therein (the “Merger Agreement”); and each of the Preferred Unitholders (as that term is defined in the Merger Agreement).
