Memory cells including a semiconductor layer having at least two source/drain regions disposed below a surface of the semiconductor layer and separated by a channel region; a lower insulating layer disposed above the channel region; a charge storage layer disposed above the lower insulating layer; an upper insulating multi-layer structure disposed above the charge storage layer, wherein the upper insulating multi-layer structure comprises a polysilicon material layer interposed between a first dielectric layer and a second dielectric layer; and a gate disposed above the upper insulating multi-layer structure are described along with arrays thereof and methods of operation.