Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2012, MEMC Electronic Materials, Inc. (the "Company") reported that effective May 6, 2012, Kenneth H. Hannah resigned from his position as Executive Vice President and President, Solar Energy of the Company. On June 16, 2012, the Company finalized a Separation Agreement and General Release (the "Agreement") with Mr. Hannah. Pursuant to the Agreement, the Company will pay Mr. Hannah $140,000 in full settlement of amounts that may be due to him arising from and in connection with his employment with the Company. Consistent with Company policy, pursuant to the Agreement, Mr. Hannah has agreed to a general release of claims and has reaffirmed his continuing obligations to be bound to a two year non-compete covenant and a two year non-solicitation covenant.

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