Smart Modular Technologies Inc Watch

from S-4 6 pages Francisco Partners, L.P. C/O Francisco Partners GP, LLC 2882 Sand Hill Road Suite 280 Menlo Park, Ca 94025 Re: Advisory Agreement Ladies and Gentlemen

from S-4 6 pages Tpg Genpar III, L.P. 301 Commerce St. Suite 3300 Fort Worth, Tx 76102 Tpg Genpar IV, L.P. 301 Commerce St. Suite 3300 Fort Worth, Tx 76102 T3 Genpar II L.P. 301 Commerce St. Suite 3300 Fort Worth, Tx 76102 Re: Advisory Agreement Ladies and Gentlemen

from S-4 2 pages Ajay Shah Scp Management Company, L.L.C. 5201 Great America Parkway, Suite 532 Santa Clara, Ca 95054 Re: Letter Amendment to Advisory Agreement Dated April 16, 2004 Between Scp Management Company, L.L.C. and Smart Modular Technologies, Inc. (“Advisory Agreement”) Dear Ajay

from S-4 6 pages Scp Management Company, L.L.C. C/O Ajay Shah 1135 Saguare Common Fremont, Ca 94539 Re: Advisory Agreement Ladies and Gentlemen

from S-4 18 pages Compaq Computer Corporation & Smart Modular Technologies, Inc. Corporate Purchase Agreement

from S-4 49 pages Second Amendment to Lease Agreement

from S-4 27 pages Wells Fargo Foothill, Inc

from S-4 5 pages Wells Fargo Foothill, Inc. Exhibit I Form of Confirmation

from S-4 5 pages Wells Fargo Foothill, Inc. Exhibit I Form of Confirmation

from S-4 4 pages Position: Your Position Will Be Chief Financial Officer, Initially Reporting to the President. While Employed by the Company or Its Affiliates, You Will Be Expected to Devote Your Full Working Time and Attention to the Business of the Company and Its Affiliates and Not Engage or Participate in Any Business That Is Competitive With the Business of the Company and Its Affiliates. Base Salary: You Will Receive an Initial Annual Base Salary of $185,000 to Be Paid in Regular Installments in Accordance With the Company’s Usual Payroll Practices. It Is Expected That Salary Reviews Will Be Conducted on an Annual Basis, and You Will Be Entitled to Such Increases in Your Base Salary as Determined by the Board of Directors in Its Sole Discretion. Performance Bonus: You Will Be Eligible to Receive an Annual Bonus With an Initial Target Bonus Opportunity of 100% of Your Base Salary, Depending Upon the Achievement of Performance Criteria (Which May Be Based on the Company’s and Its Affiliates’ Performance, Individual Performance, or a Combination Thereof) Established by the Board of Directors in Its Sole Discretion From Time to Time in Consultation With the Management Team. Stock Option: Promptly After the Effective Date, You Will Be Granted an Option (The “Option”) to Purchase Shares of Common Stock

from S-4 7 pages Position: Your Position Will Be Vice President Engineering, Initially Reporting to the President. While Employed by the Company or Its Affiliates, You Will Be Expected to Devote Your Full Working Time and Attention to the Business of the Company and Its Affiliates and Not Engage or Participate in Any Business That Is Competitive With the Business of the Company and Its Affiliates. Base Salary: You Will Receive an Initial Annual Base Salary of $157,520 to Be Paid in Regular Installments in Accordance With the Company’s Usual Payroll Practices. It Is Expected That Salary Reviews Will Be Conducted on an Annual Basis, and You Will Be Entitled to Such Increases in Your Base Salary as Determined by the Board of Directors in Its Sole Discretion. Performance Bonus: You Will Be Eligible to Receive an Annual Performance Bonus. Your Target Bonus Opportunity Will Be 75% of Your Base Salary. Your Actual Bonus Will Depend Upon the Achievement of Performance Criteria (Which May Be Based on the Company’s and Its Affiliates’ Performance, Individual Performance, or a Combination Thereof) Established by the Board of Directors in Its Sole Discretion

from S-4 7 pages Position: Your Position Will Be Vice President Worldwide Sales, Initially Reporting to the President. While Employed by the Company or Its Affiliates, You Will Be Expected to Devote Your Full Working Time and Attention to the Business of the Company and Its Affiliates and Not Engage or Participate in Any Business That Is Competitive With the Business of the Company and Its Affiliates. Base Salary: You Will Receive an Initial Annual Base Salary of $170,000 to Be Paid in Regular Installments in Accordance With the Company’s Usual Payroll Practices. It Is Expected That Salary Reviews Will Be Conducted on an Annual Basis, and You Will Be Entitled to Such Increases in Your Base Salary as Determined by the Board of Directors in Its Sole Discretion. Performance Bonus: You Will Be Eligible to Receive an Annual Performance Bonus. Your Target Bonus Opportunity Will Be 100% of Your Base Salary. Your Actual Bonus Will Depend Upon the Achievement of Performance Criteria (Which May Be Based on the Company’s and Its Affiliates’ Performance, Individual Performance, or a Combination Thereof) Established by the Board of Directors in Its Sole Discretion

from S-4 7 pages Position: Your Position Will Be Vice President and General Manager Memory, Initially Reporting to the President. While Employed by the Company or Its Affiliates, You Will Be Expected to Devote Your Full Working Time and Attention to the Business of the Company and Its Affiliates and Not Engage or Participate in Any Business That Is Competitive With the Business of the Company and Its Affiliates. Base Salary: You Will Receive an Initial Annual Base Salary of $154,000 to Be Paid in Regular Installments in Accordance With the Company’s Usual Payroll Practices. It Is Expected That Salary Reviews Will Be Conducted on an Annual Basis, and You Will Be Entitled to Such Increases in Your Base Salary as Determined by the Board of Directors in Its Sole Discretion. Performance Bonus: You Will Be Eligible to Receive an Annual Performance Bonus. Your Target Bonus Opportunity Will Be 100% of Your Base Salary. Your Actual Bonus Will Depend Upon the Achievement of Performance Criteria (Which May Be Based on the Company’s and Its Affiliates’ Performance, Individual Performance, or a Combination Thereof) Established by the Board of Directors in Its Sole Discretion

from S-4 6 pages Position: Your Position Will Be President, Initially Reporting to the Board of Directors. While Employed by the Company or Its Affiliates, You Will Be Expected to Devote Your Full Working Time and Attention to the Business of the Company and Its Affiliates and Not Engage or Participate in Any Business That Is Competitive With the Business of the Company and Its Affiliates. Base Salary: You Will Receive an Initial Annual Base Salary of $277,200 to Be Paid in Regular Installments in Accordance With the Company’s Usual Payroll Practices. It Is Expected That Salary Reviews Will Be Conducted on an Annual Basis, and You Will Be Entitled to Such Increases in Your Base Salary as Determined by the Board of Directors in Its Sole Discretion. Performance Bonus: You Will Be Eligible to Receive an Annual Performance Bonus. Your Target Bonus Opportunity Will Be 100% of Your Base Salary. Your Actual Bonus Will Depend Upon the Achievement of Performance Criteria (Which May Be Based on the Company’s and Its Affiliates’ Performance,

from S-4 9 pages Option Agreement Under the Smart Modular Technologies (Wwh), Inc. Stock Incentive Plan

from S-4 13 pages Smart Modular Technologies (Wwh), Inc. Stock Incentive Plan

from S-4 10 pages Smart Modular Technologies (Wwh), Inc. Indemnification Agreement

from 10-Q 1 page Material contract

from 10-Q ~10 pages Material contract

from 10-Q ~5 pages Material contract