MEMC Electronic Materials, Inc.
1995 EQUITY INCENTIVE PLAN
as Amended and Restated on August 3, 2000
1. Purpose. The purpose of the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan as amended and
restated herein (the "Plan") is to provide an additional incentive to officers, other eligible key employees and
directors of MEMC Electronic Materials, Inc., a Delaware corporation (the "Company"), and its Subsidiaries (as
hereinafter defined) upon whom responsibilities for the successful operation, administration and management of
the Company rest and whose present or potential contributions are important to the continued success of the
Company, and to enable the Company to attract and retain in its employ and as directors highly qualified persons
for the successful conduct of its business. It is intended that this purpose will be effected through the granting of
incentive and nonqualified Stock Options, Restricted Stock Awards, or Performance Share Awards, as provided
herein (as each term is hereinafter defined and collectively defined as the "Awards").
2. Definitions. For purposes of the Plan, the following terms shall be defined as follows:
"Affiliate" and "Associate" have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under
the Exchange Act.
"Award" means an award to an Eligible Employee (as hereinafter defined) in the form of Stock Options,
Restricted Stock Awards, or Performance Share Awards.
"Award Agreement" means an agreement granting an Award and containing such terms and conditions as the
Committee deems appropriate and that are not inconsistent with the terms of the Plan.
"Beneficial Owner" has the meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange Act.
"Board" means the Board of Directors of the Company.
A "Change in Control" of the Company shall be deemed to have occurred when (A) any Person (other than (x)
the Company, any Subsidiary of the Company, or any Parent of the Company including VEBA AG, Huls