EMPLOYMENT AGREEMENT
The following sets out Xxxxx X. von Horde's agreement regarding his
employment with MEMC Electronic Materials, Inc. ("MEMC")
1. Employment Term. Mr. von Horde will be employed by MEMC as President and
Chief Operating Officer for the period commencing effective April 1, 1998
and terminating March 31, 2003.
2. Reporting Responsibility. Mr. von Horde will report directly to the Chief
Executive Officer. During the employment period, Mr. von Horde will devote
his full business time to the duties as President and Chief Operating
Officer of MEMC.
3. Base Salary. Mr. von Horde's base salary will be $416,000.00 per annum,
which may be increased, but not decreased, at the discretion of the
Compensation Committee of the Board of Directors of MEMC (the "Compensation
Committee") based upon performance and upon the Compensation Committee's
review of the appropriate base salary for the titles and responsibilities
assigned to Mr. von Horde from time to time. The Compensation Committee
will review Mr. von Horde's base salary annually. Compensation of the Chief
Operating Officer is primarily a function of company performance and
individual performance and could, in any given year, be higher or lower
than that of other Chief Operating Officers in comparable positions. But it
is the intent that MEMC's compensation opportunity be structured to afford
comparable pay given comparable performance.
4. Annual Bonus. Mr. von Horde will be eligible to receive an annual bonus
with a target at 140% of his annual base salary as of December 31. The
target bonus will be payable to Mr. von Horde only upon achievement of
performance objectives set by the Compensation Committee, and the payment
of any bonus above target will be at the Compensation Committee's sole
discretion. The bonus will be paid under the Annual Incentive Plan under
the same performance objectives and terms applicable to other executive
employees. Subsequent target levels for annual bonuses, performance
objectives, and payout terms will be at the discretion of the Compensation
Committee.
5. Stock Options. In accordance with the MEMC Equity Incentive Plan, Mr. von
Horde will be awarded stock options annually. For the 1998 Plan year, Mr.
von Horde's grant will be comprised of options to purchase a number of
shares with a face value equal to 365% of Mr. von Horde's salary (as of
December 31 of the year prior to the grant), which options will have an
exercise price per share equal to 100% of market value on the date of the
grant. The options will vest at the rate of 25% per year starting one year
after the grant such that 100% vesting will occur on the fourth anniversary
of the grant; provided, however, that all options will vest upon Mr. von
Horde's retirement on or following August 31, 2002, or earlier, if with the
consent of the Compensation Committee. The options shall in other respects
be subject to the same terms applicable to options granted to other senior
executives. Subsequent grants, the value and vesting, shall be at the
discretion of the Compensation Committee and shall follow the guidelines
set for other senior executives.
6. Benefits. Mr. von Horde will participate in the all welfare and fringe
benefit plans maintained by MEMC for its senior executive, assuming
insurability, with credit given for Mr. von Horde's prior MEMC service
solely for the purpose of eligibility to participate.
7. Pension. Mr. von Horde will participate in the MEMC Pension Plan as well as
the MEMC Supplemental Executive Pension Plan in accordance with their
terms, based on an employment date with MEMC of April 1, 1998.
8. Termination of Employment. Either party may terminate Mr. von Horde's
employment under this Agreement upon twelve (12) months' prior notice,
delivered in writing. In the event of such a termination of employment; (a)
Mr. von Horde will receive all salary accrued through the date of
termination, (b) MEMC will pay Mr. von Horde a pro rata bonus for the year
of termination (to be paid at the same time and to the same extent, i.e.,
based on MEMC's performance for the full year that bonuses are paid
generally to executives with respect to such year), (c) Mr. von Horde will
be reimbursed for all reasonable relocation expenses incurred by him in
returning to Germany with his family and (d) all stock options granted to
Mr. von Horde will vest and remain outstanding and exercisable for three
(3) years following his termination date. Notwithstanding the foregoing, no
advance notice will be required and items (b) through (d) above shall not
apply in the event that Mr. von Horde is terminated for cause by MEMC or if
he resigns.
9. Arbitration. Any dispute, controversy or claim regarding Mr. von Horde's
employment with MEMC or the termination of his employment will be resolved
exclusively by final and binding arbitration. Such disputes, controversies
or claims would include but not be limited to claims based upon statutes,
ordinances, express or implied contracts or which sound in tort. The
arbitrator would have the authority to award damages in conformity with
controlling substantive law. Such arbitration would be held in St. Louis,
Missouri, U.S.A., in accordance with the rules of the American Arbitration
Association.
10. Confidentiality Agreement. MEMC's Confidentiality Agreement is incorporated
by reference in this Agreement and has been executed and acknowledged by
Mr. von Horde.
11. Miscellaneous. This Agreement shall be construed in accordance with and be
governed by the laws of the State of Missouri applicable to contracts
executed and to be performed within such State. It also represents the
entire agreement of the parties regarding its subject matter and supersedes
any prior or contemporaneous agreements or understandings, whether written
or oral.
MEMC ELECTRONIC MATERIALS, INC.
/s/ Xxxxx X. von Horde /s/ Xxxxxx X. Viefhues
________________________________ By:__________________________________
Xxxxx X. von Horde Xxxxxx X. Viefhues
Chief Executive Officer
Date: 4/8/98 Date: 4/7/98
