EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 26th day of March, 2002 (the "Effective Date") by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and Nabeel Gareeb ("Executive").

WITNESSETH:

WHEREAS, the Company desires to employ Executive as an executive officer of the Company and Executive desires to be employed by the Company on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

1. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a four-year term commencing on April 8, 2002 (the "Commencement Date") and ending on the day immediately preceding the fourth anniversary of the Commencement Date. The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." Effective on or about April 30, 2002 and continuing for the remainder of the Employment Period, Executive shall serve as Chief Executive Officer and President of the Company and shall have such duties and responsibilities as are customarily assigned to individuals serving in such positions and such other duties as the Company specifies from time to time. The Company will also cause the Board of Directors of the Company (the "Board") to nominate Executive for election to the Board. Executive shall comply with all policies and procedures of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the conscientious and faithful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters and (C) certain other activities with the prior written consent of the Board of Directors of the Company (the "Board").

2. Compensation.

Base Salary. As compensation for the services to be performed by Executive during the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $550,000, payable in installments on the Company's regular payroll dates. Executive's base salary shall be reviewed annually by the Board and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction applicable to a broad class of management employees. The annual base salary payable to Executive under this Section 2(a) shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus") in respect of each calendar year in accordance with this Section 2(b) and pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. In respect of calendar year 2002, Executive will have a target bonus of 70% of Executive's Base Salary and a maximum bonus of 123% of Executive's Base Salary. In respect of calendar year 2003, it is currently anticipated that Executive's will have a target bonus of 80% of Executive's Base Salary and a maximum bonus of 140% of Executive's Base Salary. Any Annual Bonus that becomes payable to Executive shall be payable either in the form of cash, restricted shares of the Company common stock or any combination thereof; provided, however, that it is currently anticipated that any Annual Bonus that becomes payable to Executive shall be paid in the combination of 50% cash and 50% restricted shares of the common shares of the Company. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.

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