exhibit101tokn8k115da






                  KNOWLES CORPORATION  DEFERRED COMPENSATION PLAN               Effective Date             December 1, 2019 





 






Knowles Corporation Deferred Compensation Plan   ARTICLE I        Establishment and Purpose ................................................................................................. 1   ARTICLE II        Definitions........................................................................................................................... 1   ARTICLE III        Eligibility and Participation ................................................................................................ 7   ARTICLE IV        Deferrals .............................................................................................................................. 8   ARTICLE V        Company Contributions .................................................................................................... 10   ARTICLE VI        Payments from Accounts .................................................................................................. 11   ARTICLE VII        Valuation of Account Balances; Investments ................................................................... 14   ARTICLE VIII        Administration .................................................................................................................. 15   ARTICLE IX        Amendment and Termination ........................................................................................... 17   ARTICLE X        Informal Funding .............................................................................................................. 17   ARTICLE XI        Claims ............................................................................................................................... 18   ARTICLE XII        General Provisions ............................................................................................................ 24        





 






Knowles Corporation Deferred Compensation Plan   ARTICLE I  Establishment and Purpose  Knowles Corporation (the “Company”) has adopted this Knowles Corporation Deferred  Compensation Plan, applicable to Compensation deferred under Compensation Deferral  Agreements submitted on and after the Effective Date and Company Contributions credited on or  after the Effective Date.   The purpose of the Plan is to attract and retain key employees by providing them with an  opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation.  The Plan is not intended to meet the qualification requirements of Code Section 401(a), but is  intended to meet the requirements of Code Section 409A, and shall be operated and interpreted  consistent with that intent.   The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the  future. Participants in the Plan shall have the status of general unsecured creditors of the  Company or the Participating Employer, as applicable. Each Participating Employer shall be  solely responsible for payment of the benefits attributable to services performed for it. The Plan  is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible  employees who are part of a select group of management or highly compensated employees of  the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and  independent contractors. Any amounts set aside to defray the liabilities assumed by the Company  or an Participating Employer will remain the general assets of the Company or the Participating  Employer and shall remain subject to the claims of the Company’s or the Participating  Employer’s creditors until such amounts are distributed to the Participants.   ARTICLE II  Definitions  2.1   Account. Account means a bookkeeping account maintained by the Administrator to        record the payment obligation of a Participating Employer to a Participant as determined        under the terms of the Plan. Reference to an Account means any such Account        established by the Administrator, as the context requires. Accounts are intended to        constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and        401(a)(1) of ERISA.   2.2   Account Balance. Account Balance means, with respect to any Account, the total        payment obligation owed to a Participant from such Account as of the most recent        Valuation Date.   2.3   Administrator. Administrator means the Knowles Corporation Benefits & Investment        Committee, or other person or entity designated by the Benefits & Investment Committee        to administer the Plan.                                                                          Page 1 of 27   





 






Knowles Corporation Deferred Compensation Plan   2.4   Affiliate. Affiliate means a corporation, trade or business that, together with the        Company, is treated as a single employer under Code Section 414(b) or (c).   2.5   Beneficiary. Beneficiary means a natural person, estate, or trust designated by a        Participant in accordance with Section 6.4 hereof to receive payments to which a        Beneficiary is entitled in accordance with provisions of the Plan.   2.6   Board of Directors. Board of Directors means, for a Participating Employer organized as        a corporation, its board of directors and for a Participating Employer organized as a        limited liability company, its board of managers.   2.7   Business Day. Business Day means each day on which the New York Stock Exchange is        open for business.   2.8   Change in Control. Change in Control means, with respect to a Participating Employer        that is organized as a corporation, any of the following events: (i) a change in the        ownership of the Participating Employer, (ii) a change in the effective control of the        Participating Employer, or (iii) a change in the ownership of a substantial portion of the        assets of the Participating Employer.         Change in Ownership.  For purposes of this Section, a change in the ownership of the        Participating Employer occurs on the date on which any one person, or more than one        person acting as a group, acquires ownership of stock of the Participating Employer that,        together with stock held by such person or group constitutes more than 50% of the total        fair market value or total voting power of the stock of the Participating Employer. The        acquisition by a person or group owning more than 50% of the total fair market value or        total voting power of the stock of such Participating Employer of additional shares of        such Participating Employer shall not constitute a “change of the ownership” of such        Participating Employer.         Change in Effective Control. A change in the effective control of the Participating        Employer occurs on the date on which either: (i) a person, or more than one person acting        as a group, acquires ownership of stock of the Participating Employer possessing 20% or        more of the total voting power of the stock of the Participating Employer, taking into        account all such stock acquired during the 12-month period ending on the date of the        most recent acquisition, provided that the acquisition by a person or group owning more        than 20% of the total fair market value or total voting power of the stock of such        Participating Employer of additional shares of such Participating Employer shall not        constitute a “change of effective control” of such Participating Employer, or (ii) a        majority of the members of the Participating Employer’s Board of Directors is replaced        during any 12-month period by directors whose appointment or election is not endorsed        by two-thirds of the members of such Board of Directors prior to the date of the        appointment or election, but only if no other corporation is a majority shareholder of the        Participating Employer.                                                                          Page 2 of 27   





 






Knowles Corporation Deferred Compensation Plan         Change in Ownership of Substantial Portion of Assets. A change in the ownership of a        substantial portion of assets occurs on the date on which any one person, or more than        one person acting as a group, other than a person or group of persons that is related to the        Participating Employer, acquires assets from the Participating Employer that have a total        gross fair market value equal to or more than 50% of the total gross fair market value of        all of the assets of the Participating Employer immediately prior to such acquisition or        acquisitions, taking into account all such assets acquired during the 12-month period        ending on the date of the most recent acquisition. A transfer of assets shall not be treated        as a “change in the ownership of a substantial portion of the assets” when such transfer is        made to an entity that is controlled by the shareholders of the transferor corporation as        determined under Treas. Reg. section 1.409A-3(i)(5)(vii)(B).         An event constitutes a Change in Control with respect to a Participant only if the        Participant performs services for the Participating Employer that has experienced the        Change in Control, or the Participant’s relationship to the affected Participating Employer        otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).         Notwithstanding anything to the contrary herein, with respect to a Participating Employer        that is a partnership or limited liability company, Change in Control means only a change        in the ownership of such entity or a change in the ownership of a substantial portion of        the assets of such entity, and the provisions set forth above respecting such changes        relative to a corporation shall be applied by analogy. Any reference to a “majority        shareholder” shall be treated as referring to a partner or member that (a) owns more than        50% of the capital and profits interest of such entity, and (b) alone or together with others        is vested with the continuing exclusive authority to make management decisions        necessary to conduct the business for which the partnership or limited liability company        was formed.   2.9   Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XI of        this Plan.   2.10  Code. Code means the Internal Revenue Code of 1986, as amended from time to time.   2.11  Code Section 409A. Code Section 409A means section 409A of the Code, and        regulations and other guidance issued by the Treasury Department and Internal Revenue        Service thereunder.   2.12  Company. Company means Knowles Corporation.   2.13  Company Contribution. Company Contribution means a credit by a Participating        Employer to a Participant’s Account(s) in accordance with the provisions of Article V of        the Plan. Unless the context clearly indicates otherwise, a reference to Company        Contribution shall include Earnings attributable to such contribution.                                                                          Page 3 of 27   





 






Knowles Corporation Deferred Compensation Plan   2.14  Compensation. Compensation means a Participant’s base salary (including sick pay,        vacation pay, holiday pay and bereavement pay), AIP award, sales incentive, restricted        stock units and performance share units that may be deferred under Section 4.2 of this        Plan, excluding any compensation that has been previously deferred under this Plan or        any other arrangement subject to Code Section 409A and excluding any compensation        that is not U.S. source income.   2.15  Compensation Deferral Agreement. Compensation Deferral Agreement means an        agreement between a Participant and a Participating Employer that specifies: (i) the        amount of each component of Compensation that the Participant has elected to defer to        the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule        applicable to one or more Accounts. A Participant shall make a separate election for each        form of Compensation the Participant elects to defer.   2.16  Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of        the Participant’s Compensation that the Participant has elected to defer to the Plan in        accordance with the provisions of Article IV. Unless the context of the Plan clearly        indicates otherwise, a reference to Deferrals includes Earnings attributable to such        Deferrals.   2.17  Earnings. Earnings means an adjustment to the value of an Account in accordance with        Article VII.   2.18  Effective Date. Effective Date means December 1, 2019.   2.19  Eligible Employee. Eligible Employee means the Company’s Chief Executive Officer,        Executive Leadership Team, Vice Presidents, Directors and each other Employee who is        a member of a select group of management or highly compensated employees who has        been notified during an applicable enrollment of his or her status as an Eligible        Employee. The Administrator has the discretion to determine which Employees are        Eligible Employees for each enrollment.   2.20  Employee. Employee means a common-law employee of an Employer.   2.21  Employer. Employer means the Company and each Affiliate.   2.22  ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as        amended from time to time.   2.23  Flex Account. Flex Account means a Separation Account or Specified Date Account        established under the terms of a Participant’s Compensation Deferral Agreement. A        Participant may maintain no more than five (5) Flex Accounts at any one time.  For the        avoidance of doubt, the Primary Separation Account is not a Flex Account.   2.24  Participant. Participant means an individual described in Article III.                                                                         Page 4 of 27   





 






Knowles Corporation Deferred Compensation Plan   2.25  Participating Employer. Participating Employer means the Company and each Affiliate        who has adopted the Plan with the consent of the Administrator.  Each Participating        Employer shall be identified on Schedule A attached hereto.   2.26  Payment Schedule. Payment Schedule means the date as of which payment of an Account        under the Plan will commence and the form in which payment of such Account will be        made.   2.27  Performance-Based Compensation. Performance-Based Compensation means        Compensation where the amount of, or entitlement to, the Compensation is contingent on        the satisfaction of pre-established organizational or individual performance criteria        relating to a performance period of at least 12 consecutive months. Organizational or        individual performance criteria are considered pre-established if established in writing by        not later than 90 days after the commencement of the period of service to which the        criteria relate, provided that the outcome is substantially uncertain at the time the criteria        are established. Performance-Based Compensation shall not include any Compensation        payable upon the Participant’s death or disability (as defined in Treas. Section 1.409A-       1(e)) without regard to the satisfaction of the performance criteria.   2.28  Plan. Plan means “Knowles Corporation Deferred Compensation Plan” as documented        herein and as may be amended from time to time hereafter. However, to the extent        permitted or required under Code Section 409A, the term Plan may in the appropriate        context also means a portion of the Plan that is treated as a single plan under Treas. Reg.        Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified        deferred compensation plan or portion thereof that is treated as a single plan under such        section.   2.29  Plan Year. Plan Year means January 1 through December 31.   2.30  Primary Separation Account.  Primary Separation Account means a Separation Account        established by the Administrator to record Company Contributions and any Deferrals        allocated to the Primary Separation Account pursuant to a Participant’s Compensation        Deferral Agreement, payable to a Participant upon Separation from Service in accordance        with Section 6.3. The Primary Separation Account is not a Flex Account.   2.31  Separation Account. Separation Account means an Account established by the        Administrator in accordance with a Participant’s Compensation Deferral Agreement to        record Deferrals allocated to such Account by the Participant and which are payable upon        the Participant’s Separation from Service as set forth in Section 6.3.   2.32  Separation from Service. Separation from Service means an Employee’s termination of        employment with the Employer and all Affiliates.                                                                          Page 5 of 27   





 






Knowles Corporation Deferred Compensation Plan         Except in the case of an Employee on a bona fide leave of absence as provided below, an        Employee is deemed to have incurred a Separation from Service if the Employer and the        Employee reasonably anticipated that the level of services to be performed by the        Employee after a date certain would be reduced to 20% or less of the average services        rendered by the Employee during the immediately preceding 36-month period (or the        total period of employment, if less than 36 months), disregarding periods during which        the Employee was on a bona fide leave of absence.         An Employee who is absent from work due to military leave, sick leave, or other bona        fide leave of absence shall incur a Separation from Service on the first date immediately        following the later of: (i) the six month anniversary of the commencement of the leave, or        (ii) the expiration of the Employee’s right, if any, to reemployment under statute or        contract.         If a Participant ceases to provide services as an Employee and begins providing services        as an independent contractor for the Employer, a Separation from Service shall occur        only if the parties anticipate that the level of services to be provided as an independent        contractor are such that a Separation from Service would have occurred if the Employee        had continued to provide services at that level as an Employee.  If, in accordance with the        preceding sentence, no Separation from Service occurs as of the date the individual’s        employment status changes, a Separation from Service shall occur thereafter only upon        the 12-month anniversary of the date all contracts with the Employer have expired,        provided the Participant does not perform services for the Employer during that time.         For purposes of determining whether a Separation from Service has occurred, the        Employer means the Employer as defined in Section 2.21 of the Plan, except that in        applying Code sections 1563(a)(1), (2) and (3) for purposes of determining whether        another organization is an Affiliate of the Company under Code Section 414(b), and in        applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether        another organization is an Affiliate of the Company under Code Section 414(c), “at least        50 percent” shall be used instead of “at least 80 percent” each place it appears in those        sections.         The Administrator specifically reserves the right to determine whether a sale or other        disposition of substantial assets to an unrelated party constitutes a Separation from        Service with respect to a Participant providing services to the seller immediately prior to        the transaction and providing services to the buyer after the transaction.   2.33  Specified Date Account. Specified Date Account means an Account established by the        Administrator to record the amounts payable in a future year as specified in the        Participant’s Compensation Deferral Agreement. Specified Date Accounts may be        referred to by another name in Participant communication materials (for example, an “in-       service account”).                                                                          Page 6 of 27   





 






Knowles Corporation Deferred Compensation Plan   2.34  Substantial Risk of Forfeiture. Substantial Risk of Forfeiture has the meaning specified in        Treas. Reg. Section 1.409A-1(d).   2.35  Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship        to the Participant resulting from an illness or accident of the Participant, the Participant’s        spouse, the Participant’s dependent (as defined in Code section 152, without regard to        section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s        property due to casualty (including the need to rebuild a home following damage to a        home not otherwise covered by insurance, for example,  as a result of a natural disaster);        or other similar extraordinary and unforeseeable circumstances arising as a result of        events beyond the control of the Participant. The types of events which may qualify as an        Unforeseeable Emergency may be limited by the Administrator.   2.36  Valuation Date. Valuation Date means each Business Day.   ARTICLE III  Eligibility and Participation  3.1   Eligibility and Participation. All Eligible Employees may enroll in the Plan. Eligible        Employees become Participants on the first to occur of (i) the date on which the first        Compensation Deferral Agreement becomes irrevocable under Article IV, or (ii) the date        Company Contributions are credited to an Account on behalf of such Eligible Employee.   3.2   Duration. Only Eligible Employees may submit Compensation Deferral Agreements        during an enrollment and receive Company Contributions during the Plan Year. A        Participant who is no longer an Eligible Employee but has not incurred a Separation from        Service will not be allowed to submit Compensation Deferral Agreements but may        otherwise exercise all of the rights of a Participant under the Plan with respect to his or        her Account(s). On and after a Separation from Service, a Participant shall remain a        Participant as long as his or her Account Balance is greater than zero (0).  All        Participants, regardless of employment status, will continue to be credited with Earnings        and during such time may continue to make allocation elections as provided in Section        7.4. An individual shall cease being a Participant in the Plan when his Account has been        reduced to zero (0).   3.3   Rehires.  An Eligible Employee who Separates from Service and who subsequently        resumes performing services for an Employer in the same calendar year (regardless of        eligibility) will have his or her Compensation Deferral Agreement for such year, if any,        reinstated, but his or her eligibility to participate in the Plan in years subsequent to the        year of rehire shall be governed by the provisions of Section 3.1.                                                                          Page 7 of 27   





 






Knowles Corporation Deferred Compensation Plan   ARTICLE IV  Deferrals   4.1   Deferral Elections, Generally.         (a)   An Eligible Employee may make an initial election to defer Compensation by              submitting a Compensation Deferral Agreement during the enrollment periods              established by the Administrator and in the manner specified by the              Administrator, but in any event, in accordance with Section 4.2. Unless an earlier              date is specified in the Compensation Deferral Agreement, deferral elections with              respect to a Compensation source (such as salary, bonus or other Compensation)              become irrevocable on the latest date applicable to such Compensation source              under Section 4.2. A Participant shall make a separate election for each form of              Compensation the Participant elects to defer.         (b)   A Compensation Deferral Agreement that is not timely filed with respect to a              service period or component of Compensation, or that is submitted by a              Participant who Separates from Service prior to the latest date such agreement              would become irrevocable under Section 409A, shall be considered null and void              and shall not take effect with respect to such item of Compensation. The              Administrator may modify or revoke any Compensation Deferral Agreement prior              to the date the election becomes irrevocable under the rules of Section 4.2.         (c)   Participants may defer up to (75%) of their base salary and up to (100%) of AIP              award, sales incentive, restricted stock units and performance share units earned              during a Plan Year.         (d)   Deferrals of cash Compensation shall be calculated with respect to the gross cash              Compensation payable to the Participant prior to any deductions or withholdings,              but shall be reduced by the Administrator as necessary so as not to exceed 100%              of the cash Compensation of the Participant remaining after deduction of all              required income and employment taxes, required employee benefit deductions,              deferrals to 401(k) plans and other deductions required by law. Changes to payroll              withholdings that affect the amount of Compensation being deferred to the Plan              shall be allowed only to the extent permissible under Code Section 409A.         (e)   The Eligible Employee shall specify on his or her Compensation Deferral              Agreement the amount of Deferrals and whether to allocate Deferrals to the              Primary Separation Account or to one or more Flex Accounts. If no designation is              made, Deferrals shall be allocated to the Primary Separation Account.                                                                          Page 8 of 27   





 






Knowles Corporation Deferred Compensation Plan   4.2   Timing Requirements for Compensation Deferral Agreements.         (a)   Initial Eligibility. An Eligible Employee may defer Compensation earned in the              first year of eligibility.  The Compensation Deferral Agreement must be filed              within 30 days after attaining Eligible Employee status and becomes irrevocable              not later than the 30th day.               A Compensation Deferral Agreement filed under this paragraph applies to              Compensation earned after the date that the Compensation Deferral Agreement              becomes irrevocable.         (b)   Prior Year Election. Except as otherwise provided in this Section 4.2, an Eligible              Employee may defer Compensation by filing a Compensation Deferral              Agreement no later than December 31 of the year prior to the year in which the              Compensation to be deferred is earned. A Compensation Deferral Agreement              filed under this paragraph shall become irrevocable with respect to such              Compensation not later than the December 31 filing deadline.         (c)   Performance-Based Compensation. An Eligible Employee may defer              Compensation which qualifies as Performance-Based Compensation by filing a              Compensation Deferral Agreement no later than the date that is six months before              the end of the applicable performance period, provided that:               (i)   the Participant performs services continuously from the later of the                    beginning of the performance period or the date the performance criteria                    are established through the date the Compensation Deferral Agreement is                    submitted; and               (ii)  the Compensation is not readily ascertainable as of the date the                    Compensation Deferral Agreement is filed.               Any election to defer Performance-Based Compensation that is made in              accordance with this paragraph and that becomes payable as a result of the              Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) or              upon a change in control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior              to the satisfaction of the performance criteria, will be void unless it would be              considered timely under another rule described in this Section.         (d)   No “Evergreen” Deferral Elections. No Compensation Deferral Agreements will              continue in effect for subsequent years or performance periods. An Eligible              Employee must complete a Compensation Deferral Agreement for each year or              performance period.                                                                          Page 9 of 27   





 






Knowles Corporation Deferred Compensation Plan               A Compensation Deferral Agreement is deemed to be revoked for subsequent              years if the Participant is not an Eligible Employee as of the last permissible date              for making elections under this Section 4.2 or if the Compensation Deferral              Agreement is cancelled in accordance with Section 4.6.   4.3   Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to        the Primary Separation Account or to one or more Flex Accounts. A Compensation        Deferral Agreement may allocate Deferrals to the Primary Separation Account or to one        or more Flex Accounts. The Administrator may, in its discretion, establish in a written        communication during enrollment a minimum deferral period for the establishment of a        Specified Date Account (for example, the second Plan Year following the year        Compensation is first allocated to such Accounts). In the event a Participant’s        Compensation Deferral Agreement allocates a component of Compensation to a        Specified Date Account that commences payment in the year such Compensation is        earned, the Compensation Deferral Agreement shall be deemed to allocate the Deferral to        the Participant’s Specified Date Account having the next earliest payment year. If the        Participant has no other Specified Date Accounts, the Administrator will allocate the        Deferral to the Primary Separation Account.    4.4   Vesting. Participant Deferrals of all forms of Compensation shall be 100% vested at all        times.  Deferrals of vesting awards of Compensation shall become vested in accordance        with the provisions of the underlying award.   4.5   Cancellation of Deferrals. The Administrator may cancel a Participant’s Deferrals: (i) for        the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if        deferrals must be suspended under this Plan as a result of a hardship distribution under        the Employer’s 401(k) plan, through the end of the Plan Year containing the last day on        which deferrals must be suspended in accordance with the Plan and regulations issued        under Code Section 401(k), and (iii) during periods in which the Participant is unable to        perform the duties of his or her position or any substantially similar position due to a        mental or physical impairment that can be expected to result in death or last for a        continuous period of at least six months, provided cancellation occurs by the later of the        end of the taxable year of the Participant or the 15th day of the third month following the        date the Participant incurs the disability (as defined in this paragraph (iii)).   ARTICLE V  Company Contributions  5.1   Discretionary Company Contributions. A Participating Employer may, from time to time        in its sole and absolute discretion, credit discretionary Company Contributions in the        form of matching, profit sharing or other contributions to any Participant in any amount        determined by the Participating Employer. Company Contributions are credited to the        Participant’s Primary Separation Account.                                                                         Page 10 of 27   





 






Knowles Corporation Deferred Compensation Plan         Make-Up Matching Contribution.  Company Contributions may take the form of “make-       up” matching contributions, at the same matching contribution rate provided under the        Company 401(k) plan with respect to Deferrals that reduce 401(k) plan compensation        below the limitation set forth in Code Section 401(a)(17).         Supplemental Matching Contribution. Company Contributions may take the form of        “supplemental” matching contributions, at the same contribution rate provided under the        Company 401(k) plan with respect to compensation deferred above the compensation        limit set forth in Code Section 401(a)(17).         Discretionary Company Contribution.  Discretionary Company Contributions are        credited at the sole discretion of the Participating Employer and the fact that a        discretionary Company Contribution is credited in one year shall not obligate the        Participating Employer to continue to make such Company Contributions in subsequent        years.   5.2   Vesting.  Company Contributions are fully vested at all times. Deferrals of equity-based        Compensation will vest as provided under the terms of the applicable award.   ARTICLE VI  Payments from Accounts   6.1   General Rules. A Participant’s Accounts become payable upon the first to occur of the        payment events applicable to such Account under Sections 6.2 (if elected) through 6.6.         Payment events and Payment Schedules elected by the Participant shall be set forth in a        valid Compensation Deferral Agreement that establishes the Account to which such        elections apply in accordance with Article IV or in a valid modification election        applicable to such Account as described in Section 6.9.         Payment amounts are based on Account Balances as of the last Valuation Date of the        month next preceding the month actual payment is made.   6.2   Specified Date Accounts.          Commencement. Payment is made or begins in the calendar year designated by the        Participant. The Participant may not designate a calendar year later than the calendar year        in which he or she attains age 75.         Form of Payment. Payment will be made in a lump sum, unless the Participant’s election        specifies a number of annual installments up to fifteen (15) years.   6.3   Separation from Service. Upon a Participant’s Separation from Service other than death,        the Participant is entitled to receive his or her vested Primary Separation Account,                                                                        Page 11 of 27   





 






Knowles Corporation Deferred Compensation Plan         Separation Accounts and the Specified Date Accounts that commence payment under        Section 6.2 in a later calendar year.         Commencement. The Primary Separation Account and all Separation Accounts        commence payment in the calendar year next following the calendar year in which        Separation from Service occurs, subject to a Participant’s election to receive the Primary        Separation Account or a designated Separation Account in a later year. All Specified        Date Accounts payable under this Section 6.3 commence payment at the same time as the        Primary Separation Account. Notwithstanding any other provision of this Plan, payment        under this Section 6.3 to a Participant who is a “specified employee” as defined in Code        Section 409A(a)(2)(B) will commence no earlier than six months following his or her        Separation from Service.         Form of Payment.  Payment will be made in a lump sum unless the Participant’s election        specifies a number of annual installments up to fifteen (15) years.   6.4   Death.  Notwithstanding anything to the contrary in this Article VI, upon the death of the        Participant (regardless of whether such Participant is an Employee at the time of death),        all remaining vested Account Balances shall be paid to his or her Beneficiary in a single        lump sum no later than December 31 of the calendar year following the year of the        Participant’s death.         (a)   Designation of Beneficiary in General.  The Participant shall designate a              Beneficiary in the manner and on such terms and conditions as the Administrator              may prescribe.  No such designation shall become effective unless filed with the              Administrator during the Participant’s lifetime.  Any designation shall remain in              effect until a new designation is filed with the Administrator; provided, however,              that in the event a Participant designates his or her spouse as a Beneficiary, such              designation shall be automatically revoked upon the dissolution of the marriage              unless, following such dissolution, the Participant submits a new designation              naming the former spouse as a Beneficiary.  A Participant may from time to time              change his or her designated Beneficiary without the consent of a previously-             designated Beneficiary by filing a new designation with the Administrator.         (b)   No Beneficiary.  If a designated Beneficiary does not survive the Participant, or if              there is no valid Beneficiary designation, amounts payable under the Plan upon              the death of the Participant shall be paid to the Participant’s spouse, or if there is              no surviving spouse, then to the duly appointed and currently acting personal              representative of the Participant’s estate.   6.5   Unforeseeable Emergency.  A Participant who experiences an Unforeseeable Emergency        may submit a written request to the Administrator to receive payment of all or any        portion of his or her vested Accounts. If the emergency need cannot be relieved by        cessation of Deferrals to the Plan, the Administrator may approve an emergency payment                                                                        Page 12 of 27   





 






Knowles Corporation Deferred Compensation Plan         therefrom not to exceed the amount reasonably necessary to satisfy the need, taking into        account the additional compensation that is available to the Participant as the result of        cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or        penalties that the Participant reasonably anticipates will result from the payment. The        amount of the emergency payment shall be subtracted pro rata from the Participant’s        Accounts.  Emergency payments shall be paid in a single lump sum within the 90-day        period following the date the payment is approved by the Administrator.  The        Administrator may specify that Deferrals will be distributed before any Company        Contributions.   6.6   Administrative Cash-Out of Small Balances.  Notwithstanding anything to the contrary in        this Article VI, and without regard to whether a payment event has occurred, an        immediate lump sum payment of the Participant’s Accounts shall be made if the balance        of such Accounts, combined with any other amounts required to be treated as deferred        under a single plan pursuant to Code Section 409A, does not exceed the applicable dollar        amount under Code Section 402(g)(1)(B), provided any other such aggregated amounts        are also distributed in a lump sum at the same time.   6.7   Acceleration of or Delay in Payments. Notwithstanding anything to the contrary in this        Article VI, the Administrator, in its sole and absolute discretion, may elect to accelerate        the time or form of payment of an Account, provided such acceleration is permitted under        Treas. Reg. Section 1.409A-3(j)(4). The Administrator may also, in its sole and absolute        discretion, delay the time for payment of an Account, to the extent permitted under Treas.        Reg. Section 1.409A-2(b)(7).   6.8   Rules Applicable to Installment Payments.  If a Payment Schedule specifies installment        payments, payments will be made beginning as of the payment commencement date for        such installments and shall continue to be made in each subsequent payment period until        the number of installment payments specified in the Payment Schedule has been paid.        The amount of each installment payment shall be determined by dividing (a) by (b),        where (a) equals the Account Balance as of the last Valuation Date in the month        preceding the month of payment and (b) equals the remaining number of installment        payments.  For purposes of Section 6.9, installment payments will be treated as a single        payment. If an Account is payable in installments, the Account will continue to be        credited with Earnings in accordance with Article VII hereof until the Account is        completely distributed.   6.9   Modifications to Payment Schedules.  A Participant may modify the Payment Schedule        elected by him or her with respect to an Account, consistent with the permissible        Payment Schedules available under the Plan for the applicable payment event, provided        such modification complies with the requirements of this Section 6.9.         (a)   Time of Election. The modification election must be submitted to the              Administrator not less than 12 months prior to the date payments would have                                                                        Page 13 of 27   





 






Knowles Corporation Deferred Compensation Plan               commenced under the Payment Schedule in effect prior to modification (the              “Prior Election”).         (b)   Date of Payment under Modified Payment Schedule. The date payments are to              commence under the modified Payment Schedule must be no earlier than five              years after the date payment would have commenced under the Prior Election.              Under no circumstances may a modification election result in an acceleration of              payments in violation of Code Section 409A.  If the Participant modifies only the              form, and not the commencement date for payment, payments shall commence on              the fifth anniversary of the date payment would have commenced under the Prior              Election.         (c)   Irrevocability; Effective Date. A modification election is irrevocable when filed              and becomes effective 12 months after the filing date.         (d)   Effect on Accounts. An election to modify a Payment Schedule is specific to the              Account or payment event to which it applies, and shall not be construed to affect              the Payment Schedules or payment events of any other Accounts.   6.10  Change in Control Distributions.  Notwithstanding anything to the contrary in this Plan        and except as otherwise elected by a Participant, upon a Change in Control, all remaining        vested Account Balances shall be paid to a Participant in a single lump sum within sixty        (60) days of such Change in Control.   ARTICLE VII  Valuation of Account Balances; Investments  7.1   Valuation. Deferrals shall be credited to appropriate Accounts on the date such        Compensation would have been paid to the Participant absent the Compensation Deferral        Agreement.   7.2   Earnings Credit. Each Account will be credited with Earnings on each Business Day,        based upon the Participant’s investment allocation among a menu of investment options        selected in advance by the Administrator, in accordance with the provisions of this        Article VII (“investment allocation”).   7.3   Investment Options. Investment options will be determined by the Administrator. The        Administrator, in its sole discretion, shall be permitted to add or remove investment        options from the Plan menu from time to time, provided that any such additions or        removals of investment options shall not be effective with respect to any period prior to        the effective date of such change.   7.4   Investment Allocations. A Participant’s investment allocation constitutes a deemed, not        actual, investment among the investment options comprising the investment menu. At no        time shall a Participant have any real or beneficial ownership in any investment option                                                                        Page 14 of 27   





 






Knowles Corporation Deferred Compensation Plan         included in the investment menu, nor shall the Participating Employer or any trustee        acting on its behalf have any obligation to purchase actual securities as a result of a        Participant’s investment allocation. A Participant’s investment allocation shall be used        solely for purposes of adjusting the value of a Participant’s Account Balances.         A Participant shall specify an investment allocation for each of his Accounts in        accordance with procedures established by the Administrator.  Allocation among the        investment options must be designated in increments of 1%. The Participant’s investment        allocation will become effective on the same Business Day or, in the case of investment        allocations received after a time specified by the Administrator, the next Business Day.         A Participant may change an investment allocation on any Business Day, both with        respect to future credits to the Plan and with respect to existing Account Balances, in        accordance with procedures established by the Administrator. Changes shall become        effective on the same Business Day or, in the case of investment allocations received        after a time specified by the Administrator, the next Business Day, and shall be applied        prospectively.   7.5   Unallocated Deferrals and Accounts. If the Participant fails to make an investment        allocation with respect to an Account, such Account shall be invested in an investment        option as determined by the Administrator.   7.6   Valuations Final After 180 Days. The Participant shall have 180 days following the        Valuation Date on which the Participant failed to receive the full amount of Earnings and        to file a claim under Article XI for the correction of such error.   ARTICLE VIII  Administration  8.1   Plan Administration. This Plan shall be administered by the Administrator which shall        have discretionary authority to make, amend, interpret and enforce all appropriate rules        and regulations for the administration of this Plan and to utilize its discretion to decide or        resolve any and all questions, including but not limited to eligibility for benefits and        interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims        for benefits shall be filed with the Administrator and resolved in accordance with the        claims procedures in Article XI.   8.2   Administration Upon Change in Control. Upon a Change in Control, the Administrator,        as constituted immediately prior to such Change in Control, shall continue to act as the        Administrator. The Administrator, by a vote of a majority of its members, shall have the        authority (but shall not be obligated) to appoint an independent third party to act as the        Administrator.         Upon such Change in Control, the Company may not remove the Administrator or its        members, unless a majority of Participants and Beneficiaries with Account Balances                                                                        Page 15 of 27   





 






Knowles Corporation Deferred Compensation Plan         consent to the removal and replacement of the Administrator. Notwithstanding the        foregoing, the Administrator shall not have authority to direct investment of trust assets        under any rabbi trust described in Section 10.2.         The Participating Employers shall, with respect to the Administrator identified under this        Section: (i) pay all reasonable expenses and fees of the Administrator, (ii) indemnify the        Administrator (including individuals serving as members of the Administrator) against        any costs, expenses and liabilities including, without limitation, attorneys’ fees and        expenses arising in connection with the performance of the Administrator’s duties        hereunder, except with respect to matters resulting from the Administrator’s gross        negligence or willful misconduct, and (iii) supply full and timely information to the        Administrator on all matters related to the Plan, any rabbi trust, Participants,        Beneficiaries and Accounts as the Administrator may reasonably require.   8.3   Withholding. The Participating Employer shall have the right to withhold from any        payment due under the Plan (or with respect to any amounts credited to the Plan) any        taxes required by law to be withheld in respect of such payment (or credit). Withholdings        with respect to amounts credited to the Plan shall be deducted from Compensation that        has not been deferred to the Plan.   8.4   Indemnification. The Participating Employers shall indemnify and hold harmless each        employee, officer, director, agent or organization, to whom or to which are delegated        duties, responsibilities, and authority under the Plan or otherwise with respect to        administration of the Plan, including, without limitation, the Administrator, its delegates        and its agents, against all claims, liabilities, fines and penalties, and all expenses        reasonably incurred by or imposed upon him or it (including but not limited to reasonable        attorney fees) which arise as a result of his or its actions or failure to act in connection        with the operation and administration of the Plan to the extent lawfully allowable and to        the extent that such claim, liability, fine, penalty, or expense is not paid for by liability        insurance purchased or paid for by the Participating Employer. Notwithstanding the        foregoing, the Participating Employer shall not indemnify any person or organization if        his or its actions or failure to act are due to gross negligence or willful misconduct or for        any such amount incurred through any settlement or compromise of any action unless the        Participating Employer consents in writing to such settlement or compromise.   8.5   Delegation of Authority. In the administration of this Plan, the Administrator may, from        time to time, employ agents and delegate to them such administrative duties as it sees fit,        and may from time to time consult with legal counsel who shall be legal counsel to the        Company.   8.6   Binding Decisions or Actions. The decision or action of the Administrator in respect of        any question arising out of or in connection with the administration, interpretation and        application of the Plan and the rules and regulations thereunder shall be final and        conclusive and binding upon all persons having any interest in the Plan.                                                                        Page 16 of 27   





 






Knowles Corporation Deferred Compensation Plan   ARTICLE IX  Amendment and Termination  9.1   Amendment and Termination. The Administrator may at any time and from time to time        amend the Plan pursuant to Section 9.2 below.  The Board of Directors may terminate the        Plan as provided in this Article IX. Each Participating Employer may also terminate its        participation in the Plan.   9.2   Amendments. The Administrator may amend the Plan for technical, ministerial or        administrative changes that the Administrator reasonably concludes does not materially        increase the Company’s expenses.  The Compensation Committee of the Board of        Directors may amend the Plan for any other reason.  No amendment may reduce the        vested Account Balances of any Participant accrued as of the date of any such        amendment or restatement (as if the Participant had incurred a voluntary Separation from        Service on such date).  No amendment is needed to revise the list of Participating        Employers set forth on Schedule A attached hereto.   9.3   Termination. The Company, by action taken by its Board of Directors, may terminate the        Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum        at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).   9.4   Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of        deferred compensation that meets the requirements for deferral of income taxation under        Code Section 409A. The Administrator, pursuant to its authority to interpret the Plan,        may sever from the Plan or any Compensation Deferral Agreement any provision or        exercise of a right that otherwise would result in a violation of Code Section 409A.   ARTICLE X  Informal Funding  10.1  General Assets. Obligations established under the terms of the Plan may be satisfied from        the general funds of the Participating Employers, or a trust described in this Article X. No        Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets        of the Participating Employers. Nothing contained in this Plan, and no action taken        pursuant to its provisions, shall create or be construed to create a trust of any kind, or a        fiduciary relationship, between the Participating Employers and any Employee, spouse,        or Beneficiary. To the extent that any person acquires a right to receive payments        hereunder, such rights are no greater than the right of an unsecured general creditor of the        Participating Employer.   10.2  Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor        trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay        benefits under the Plan. Payments under the Plan may be paid from the general assets of        the Participating Employer or from the assets of any such rabbi trust. Payment from any                                                                         Page 17 of 27   





 






Knowles Corporation Deferred Compensation Plan         such source shall reduce the obligation owed to the Participant or Beneficiary under the        Plan.         If a rabbi trust is in existence upon the occurrence of a “change in control”, as defined in        such trust, the Participating Employer shall, upon such change in control, and on each        anniversary of the change in control, contribute in cash or liquid securities such amounts        as are necessary so that the value of assets after making the contributions exceed 125% of        the total value of all Account Balances.   ARTICLE XI  Claims  11.1  Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be        filed in writing with the Administrator which shall make all determinations concerning        such claim. Any claim filed with the Administrator and any decision by the Administrator        denying such claim shall be in writing and shall be delivered to the Participant or        Beneficiary filing the claim (the “Claimant”).  Notice of a claim for payments shall be        delivered to the Administrator within 90 days of the latest date upon which the payment        could have been timely made in accordance with the terms of the Plan and Code Section        409A, and if not paid, the Participant or Beneficiary must file a claim under this Article        XI not later than 180 days after such latest date. If the Participant or Beneficiary fails to        file a timely claim, the Participant forfeits any amounts to which he or she may have been        entitled to receive under the claim.         (a)   In General. Notice of a denial of benefits (other than claims based on disability)              will be provided within 90 days of the Administrator’s receipt of the Claimant’s              claim for benefits. If the Administrator determines that it needs additional time to              review the claim, the Administrator will provide the Claimant with a notice of the              extension before the end of the initial 90-day period. The extension will not be              more than 90 days from the end of the initial 90-day period and the notice of              extension will explain the special circumstances that require the extension and the              date by which the Administrator expects to make a decision.         (b)   Disability Benefits. Notice of denial of claims based on disability will be provided              within forty-five (45) days of the Administrator’s receipt of the Claimant’s claim              for disability benefits. If the Administrator determines that it needs additional              time to review the disability claim, the Administrator will provide the Claimant              with a notice of the extension before the end of the initial 45-day period. If the              Administrator determines that a decision cannot be made within the first              extension period due to matters beyond the control of the Administrator, the time              period for making a determination may be further extended for an additional 30              days. If such an additional extension is necessary, the Administrator shall notify              the Claimant prior to the expiration of the initial 30-day extension. Any notice of              extension shall indicate the circumstances necessitating the extension of time, the                                                                        Page 18 of 27   





 






Knowles Corporation Deferred Compensation Plan               date by which the Administrator expects to furnish a notice of decision, the              specific standards on which such entitlement to a benefit is based, the unresolved              issues that prevent a decision on the claim and any additional information needed              to resolve those issues. A Claimant will be provided a minimum of 45 days to              submit any necessary additional information to the Administrator. In the event              that a 30-day extension is necessary due to a Claimant’s failure to submit              information necessary to decide a claim, the period for furnishing a notice of              decision shall be tolled from the date on which the notice of the extension is sent              to the Claimant until the earlier of the date the Claimant responds to the request              for additional information or the response deadline.         (c)   Contents of Notice. If a claim for benefits is completely or partially denied, notice              of such denial shall be in writing. Any electronic notification shall comply with              the standards imposed by Department of Labor Regulation 29 CFR 2520.104b-             1(c)(1)(i), (iii), and (iv). The notice of denial shall set forth the specific reasons              for denial in plain language. The notice shall: (i) cite the pertinent provisions of              the Plan document, and (ii) explain, where appropriate, how the Claimant can              perfect the claim, including a description of any additional material or information              necessary to complete the claim and why such material or information is              necessary. The claim denial also shall include an explanation of the claims review              procedures and the time limits applicable to such procedures, including the right              to appeal the decision, the deadline by which such appeal must be filed and a              statement of the Claimant’s right to bring a civil action under Section 502(a) of              ERISA following an adverse decision on appeal and the specific date by which              such a civil action must commence under Section 11.4.               In the case of a complete or partial denial of a disability benefit claim, the notice              shall provide such information and shall be communicated in the manner required              under applicable Department of Labor regulations.   11.2  Appeal of Denied Claims. A Claimant whose claim has been completely or partially        denied shall be entitled to appeal the claim denial by filing a written appeal with the        Administrator. A Claimant who timely requests a review of the denied claim (or his or        her authorized representative) may review, upon request and free of charge, copies of all        documents, records and other information relevant to the denial and may submit written        comments, documents, records and other information relating to the claim to the        Administrator. All written comments, documents, records, and other information shall be        considered “relevant” if the information: (i) was relied upon in making a benefits        determination, (ii) was submitted, considered or generated in the course of making a        benefits decision regardless of whether it was relied upon to make the decision, or (iii)        demonstrates compliance with administrative processes and safeguards established for        making benefit decisions. The review shall take into account all comments, documents,        records, and other information submitted by the Claimant relating to the claim, without        regard to whether such information was submitted or considered in the initial benefit                                                                        Page 19 of 27   





 






Knowles Corporation Deferred Compensation Plan         determination. The Administrator may, in its sole discretion and if it deems appropriate        or necessary, decide to hold a hearing with respect to the claim appeal.         (a)   In General. Appeal of a denied benefits claim (other than a disability benefits              claim) must be filed in writing with the Administrator no later than 60 days after              receipt of the written notification of such claim denial. The Administrator shall              make its decision regarding the merits of the denied claim within 60 days              following receipt of the appeal (or within 120 days after such receipt, in a case              where there are special circumstances requiring extension of time for reviewing              the appealed claim). If an extension of time for reviewing the appeal is required              because of special circumstances, written notice of the extension shall be              furnished to the Claimant prior to the commencement of the extension. The notice              will indicate the special circumstances requiring the extension of time and the              date by which the Administrator expects to render the determination on review.              The review will take into account comments, documents, records and other              information submitted by the Claimant relating to the claim without regard to              whether such information was submitted or considered in the initial benefit              determination.         (b)   Disability Benefits. Appeal of a denied disability benefits claim must be filed in              writing with the Administrator no later than 180 days after receipt of the written              notification of such claim denial. The review shall be conducted in accordance              with applicable Department of Labor regulations.               The Administrator shall make its decision regarding the merits of the denied claim              within 45 days following receipt of the appeal (or within 90 days after such              receipt, in a case where there are special circumstances requiring extension of              time for reviewing the appealed claim). If an extension of time for reviewing the              appeal is required because of special circumstances, written notice of the              extension shall be furnished to the Claimant prior to the commencement of the              extension. The notice will indicate the special circumstances requiring the              extension of time and the date by which the Administrator expects to render the              determination on review. Following its review of any additional information              submitted by the Claimant, the Administrator shall render a decision on its review              of the denied claim.         (c)   Contents of Notice. If a benefits claim is completely or partially denied on review,              notice of such denial shall be in writing. Any electronic notification shall comply              with the standards imposed by Department of Labor Regulation 29 CFR              2520.104b-1(c)(1)(i), (iii), and (iv). Such notice shall set forth the reasons for              denial in plain language.               The decision on review shall set forth: (i) the specific reason or reasons for the              denial, (ii) specific references to the pertinent Plan provisions on which the denial                                                                        Page 20 of 27   





 






Knowles Corporation Deferred Compensation Plan               is based, (iii) a statement that the Claimant is entitled to receive, upon request and              free of charge, reasonable access to and copies of all documents, records, or other              information relevant (as defined above) to the Claimant’s claim, and (iv) a              statement of the Claimant’s right to bring an action under Section 502(a) of              ERISA, following an adverse decision on review and the specific date by which              such a civil action must commence under Section 11.4.               For the denial of a disability benefit, the notice will also include such additional              information and be communicated in the manner required under applicable              Department of Labor regulations.   11.3  Claims Appeals Upon Change in Control. Upon a change in control, the Administrator, as        constituted immediately prior to such change in control, shall continue to act as the        Administrator. The Company may not remove any member of the Administrator, but may        replace resigning members if 2/3rds of the members of the Board of Directors of the        Company and a majority of Participants and Beneficiaries with Account Balances        consent to the replacement.         The Administrator shall have the exclusive authority at the appeals stage to interpret the        terms of the Plan and resolve appeals under the Claims Procedure.         Each Participating Employer shall, with respect to the Administrator identified under this        Section: (i) pay its proportionate share of all reasonable expenses and fees of the        Administrator, (ii) indemnify the Administrator (including individual committee        members) against any costs, expenses and liabilities including, without limitation,        attorneys’ fees and expenses arising in connection with the performance of the        Administrator hereunder, except with respect to matters resulting from the        Administrator’s gross negligence or willful misconduct, and (iii) supply full and timely        information to the Administrator on all matters related to the Plan, any rabbi trust,        Participants, Beneficiaries and Accounts as the Administrator may reasonably require.   11.4  Legal Action. A Claimant may not bring any legal action, including commencement of        any arbitration, relating to a claim for benefits under the Plan unless and until the        Claimant has followed the claims procedures under the Plan and exhausted his or        administrative remedies under Sections 11.1 and 11.2. No such legal action may be        brought more than twelve (12) months following the notice of denial of benefits under        Section 11.2, or if no appeal is filed by the applicable appeals deadline, twelve (12)        months following the appeals deadline.         If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to        enforce the rights of such Participant or any other similarly situated Participant or        Beneficiary, in whole or in part, the Participating Employer shall reimburse such        Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other        liabilities incurred as a result of such proceedings. If the legal proceeding is brought in                                                                        Page 21 of 27   





 






Knowles Corporation Deferred Compensation Plan         connection with a change in control (including a “change in control” as defined in a rabbi        trust described in Section 10.2) the Participant or Beneficiary may file a claim directly        with the trustee for reimbursement of such costs, expenses and fees. For purposes of the        preceding sentence, the amount of the claim shall be treated as if it were an addition to        the Participant’s or Beneficiary’s Account Balance and will be included in determining        the Participating Employer’s trust funding obligation under Section 10.2.   11.5  Discretion of Administrator. All interpretations, determinations and decisions of the        Administrator with respect to any claim shall be made in its sole discretion, and shall be        final and conclusive.   11.6  Arbitration.         (a)   Prior to Change in Control. If, prior to a change in control, any claim or              controversy between a Participating Employer and a Participant or Beneficiary is              not resolved through the claims procedure set forth in Article XI, such claim shall              be submitted to and resolved exclusively by expedited binding arbitration by a              single arbitrator.  Arbitration shall be conducted in accordance with the following              procedures:               The complaining party shall promptly send written notice to the other party              identifying the matter in dispute and the proposed remedy. Following the giving              of such notice, the parties shall meet and attempt in good faith to resolve the              matter. In the event the parties are unable to resolve the matter within 21 days, the              parties shall meet and attempt in good faith to select a single arbitrator acceptable              to both parties. If a single arbitrator is not selected by mutual consent within ten              Business Days following the giving of the written notice of dispute, an arbitrator              shall be selected from a list of nine persons each of whom shall be an attorney              who is either engaged in the active practice of law or recognized arbitrator and              who, in either event, is experienced in serving as an arbitrator in disputes between              employers and employees, which list shall be provided by the main office of              either JAMS, the American Arbitration Association (“AAA”) or the Federal              Mediation and Conciliation Service. If, within three Business Days of the parties’              receipt of such list, the parties are unable to agree on an arbitrator from the list,              then the parties shall each strike names alternatively from the list, with the first to              strike being determined by the flip of a coin. After each party has had four strikes,              the remaining name on the list shall be the arbitrator. If such person is unable to              serve for any reason, the parties shall repeat this process until an arbitrator is              selected.               Unless the parties agree otherwise, within 60 days of the selection of the              arbitrator, a hearing shall be conducted before such arbitrator at a time and a place              agreed upon by the parties. In the event the parties are unable to agree upon the              time or place of the arbitration, the time and place shall be designated by the                                                                        Page 22 of 27   





 






Knowles Corporation Deferred Compensation Plan               arbitrator after consultation with the parties. Within 30 days of the conclusion of              the arbitration hearing, the arbitrator shall issue an award, accompanied by a              written decision explaining the basis for the arbitrator’s award.               In any arbitration hereunder, the Participating Employer shall pay all              administrative fees of the arbitration and all fees of the arbitrator, except that the              Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those              amounts. Each party shall pay its own attorneys’ fees, costs, and expenses, unless              the arbitrator orders otherwise. The prevailing party in such arbitration, as              determined by the arbitrator, and in any enforcement or other court proceedings,              shall be entitled, to the extent permitted by law, to reimbursement from the other              party for all of the prevailing party’s costs (including but not limited to the              arbitrator’s compensation), expenses, and attorneys’ fees. The arbitrator shall              have no authority to add to or to modify this Plan, shall apply all applicable law,              and shall have no lesser and no greater remedial authority than would a court of              law resolving the same claim or controversy. The arbitrator shall have no              authority to add to or to modify this Plan, shall apply all applicable law, and shall              have no lesser and no greater remedial authority than would a court of law              resolving the same claim or controversy. The arbitrator shall, upon an appropriate              motion, dismiss any claim without an evidentiary hearing if the party bringing the              motion establishes that it would be entitled to summary judgment if the matter              had been pursued in court litigation.               The parties shall be entitled to discovery as follows: Each party may take no more              than three depositions. The Participating Employer may depose the Participant or              Beneficiary plus two other witnesses, and the Participant or Beneficiary may              depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal Rules              of Civil Procedure, plus two other witnesses. Each party may make such              reasonable document discovery requests as are allowed in the discretion of the              arbitrator.               The decision of the arbitrator shall be final, binding, and non-appealable, and may              be enforced as a final judgment in any court of competent jurisdiction.               This arbitration provision of the Plan shall extend to claims against any parent,              subsidiary, or affiliate of each party, and, when acting within such capacity, any              officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of              any of the above, and shall apply as well to claims arising out of state and federal              statutes and local ordinances as well as to claims arising under the common law or              under this Plan.               Notwithstanding the foregoing, and unless otherwise agreed between the parties,              either party may apply to a court for provisional relief, including a temporary              restraining order or preliminary injunction, on the ground that the arbitration                                                                        Page 23 of 27   





 






Knowles Corporation Deferred Compensation Plan               award to which the applicant may be entitled may be rendered ineffectual without              provisional relief.               Any arbitration hereunder shall be conducted in accordance with the Federal              Arbitration Act: provided, however, that, in the event of any inconsistency              between the rules and procedures of the Act and the terms of this Plan, the terms              of this Plan shall prevail.               If any of the provisions of this Section 11.5(a) are determined to be unlawful or              otherwise unenforceable, in the whole part, such determination shall not affect the              validity of the remainder of this section and this section shall be reformed to the              extent necessary to carry out its provisions to the greatest extent possible and to              insure that the resolution of all conflicts between the parties, including those              arising out of statutory claims, shall be resolved by neutral, binding arbitration. If              a court should find that the provisions of this Section 11.5(a) are not absolutely              binding, then the parties intend any arbitration decision and award to be fully              admissible in evidence in any subsequent action, given great weight by any finder              of fact and treated as determinative to the maximum extent permitted by law.               The parties do not agree to arbitrate any putative class action or any other              representative action. The parties agree to arbitrate only the claims(s) of a single              Participant or Beneficiary.         (b)   Upon Change in Control. Upon a change in control, Section 11.6(a) shall not              apply and any legal action initiated by a Participant or Beneficiary to enforce his              or her rights under the Plan may be brought in any court of competent              jurisdiction.  Notwithstanding the Administrator’s discretion under Sections 11.3              and 11.5, the court shall apply a de novo standard of review to any prior claims              decision under Sections 11.1 through 11.3 or any other determination made by the              Company, its Board of Directors, a Participating Employer, or the Administrator.   ARTICLE XII  General Provisions  12.1  Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no        benefit payable hereunder shall be assigned as security for a loan, and any such purported        assignment shall be null, void and of no effect, nor shall any such interest or any such        benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale,        transfer, assignment or encumbrance by or through any Participant, spouse or        Beneficiary. Notwithstanding anything to the contrary herein, a Participant may assign        his or her benefit to an alternate payee in accordance with the terms of a domestic        relations order (as defined in Code Section 414(p)(1)(B)).                                                                         Page 24 of 27   





 






Knowles Corporation Deferred Compensation Plan         The Company may assign any or all of its liabilities under this Plan in connection with        any restructuring, recapitalization, sale of assets or other similar transactions affecting a        Participating Employer without the consent of the Participant.   12.2  No Legal or Equitable Rights or Interest. No Participant or other person shall have any        legal or equitable rights or interest in this Plan that are not expressly granted in this Plan.        Participation in this Plan does not give any person any right to be retained in the service        of the Participating Employer. The right and power of a Participating Employer to        dismiss or discharge an Employee is expressly reserved. The Participating Employers        make no representations or warranties as to the tax consequences to a Participant or a        Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.   12.3  No Employment Contract. Nothing contained herein shall be construed to constitute a        contract of employment between an Employee and a Participating Employer. Nothing        contained herein shall be construed as changing a Participant’s status from employee to        independent contractor or from independent contractor to employee.   12.4  Notice. Any notice or filing required or permitted to be delivered to the Administrator        under this Plan shall be delivered in writing, in person, or through such electronic means        as is established by the Administrator. Notice shall be deemed given as of the date of        delivery or, if delivery is made by mail, as of the date shown on the postmark on the        receipt for registration or certification. Written transmission shall be sent by certified        mail to:                            KNOWLES CORPORATION                             1151 MAPLEWOOD DRIVE                                ITASCA, IL   60143                 ATTN: BENEFITS & INVESTMENT COMMITTEE         Any notice or filing required or permitted to be given to a Participant under this Plan        shall be sufficient if in writing or hand-delivered, or sent by mail to the last known        address of  the Participant.   12.5  Headings. The headings of Sections are included solely for convenience of reference, and        if there is any conflict between such headings and the text of this Plan, the text shall        control.   12.6  Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or        unenforceable, such invalidity or unenforceability shall not affect any other provisions        hereof and the Administrator may elect in its sole discretion to construe such invalid or        unenforceable provisions in a manner that conforms to applicable law or as if such        provisions, to the extent invalid or unenforceable, had not been included.                                                                         Page 25 of 27   





 






Knowles Corporation Deferred Compensation Plan   12.7  Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a        benefit from the Plan has the duty to keep the Administrator advised of his or her current        mailing address. If benefit payments are returned to the Plan or are not presented for        payment after a reasonable amount of time, the Administrator shall presume that the        payee is missing. The Administrator, after making such efforts as in its discretion it        deems reasonable and appropriate to locate the payee, shall stop payment on any        uncashed checks and may discontinue making future payments until contact with the        payee is restored. If the Administrator is unable to locate the Participant or Beneficiary        after five years of the date payment is scheduled to be made, provided that a Participant’s        Account shall not be credited with Earnings following the first anniversary of such date        on which payment is to be made and further provided, however, that such benefit shall be        reinstated, without further adjustment for interest, if a valid claim is made by or on behalf        of the Participant or Beneficiary for all or part of the forfeited benefit.   12.8  Facility of Payment to a Minor.  If a distribution is to be made to a minor, or to a person        who is otherwise incompetent, then the Administrator may, in its discretion, make such        distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom        the payee maintains his or her residence, or (ii) to the conservator or committee or, if        none, to the person having custody of an incompetent payee. Any such distribution shall        fully discharge the Administrator, the Company, and the Plan from further liability on        account thereof.   12.9  Governing Law. To the extent not preempted by ERISA, the laws of the State of Illinois        shall govern the construction and administration of the Plan.   12.10 Compliance With Code Section 409A; No Guarantee.  This Plan is intended to be        administered in compliance with Code Section 409A and each provision of the Plan shall        be interpreted consistent with Code Section 409A.  Although intended to comply with        Code Section 409A, this Plan shall not constitute a guarantee to any Participant or        Beneficiary that the Plan in form or in operation will result in the deferral of federal or        state income tax liabilities or that the Participant or Beneficiary will not be subject to the        additional taxes imposed under Section 409A. No Employer shall have any legal        obligation to a Participant with respect to taxes imposed under Code Section 409A.                                [signature page follows]                                                                                            Page 26 of 27   





 






Knowles Corporation Deferred Compensation Plan   IN WITNESS WHEREOF, the undersigned executed this Plan as of the 1st day of  November 2019, to be effective as of the Effective Date.   KNOWLES CORPORATION   /s/ Ray Cabrera _____________________________   By: Ray Cabrera   Its: Senior Vice President & Chief Administrative Officer                                                                         Page 27 of 27   





 






Knowles Corporation Deferred Compensation Plan                                     Schedule A                                Participating Employers   Knowles Corporation                                                                         Page 28 of 27