EX-10.5






Exhibit 10.5




Brush Engineered Materials Inc. and Subsidiaries




Long-Term Incentive Plan (LTIP)




Performance Period January 1, 2005

through December 31, 2007




I. Introduction




The Long-Term Incentive Plan (LTIP) provides incentive compensation to eligible employees based
primarily on financial performance over multi-year periods.



II. Definitions




Performance Period: January 1, 2005 through December 31, 2007.




Business Unit Performance: The Plan has designated the following Business Units for the
Performance Period:




Corporate


Alloy


Be Products




TMI




WAM




Each business unit has defined financial measures which have been approved by the Organization
and Compensation Committee of the Board of Directors. These measures are expressed as a
threshold, target and maximum.




Base Compensation: The participant’s annual base salary in effect at the start of the
Performance Period.



III. Participation




Participants include those individuals who are approved by the Organization and Compensation
Committee of the Board to participate.




Following the beginning of the Performance Period, new hires or individuals who are promoted
with significant additional responsibilities prior to July 1, 2005, may be


eligible for participation. Such participation must be confirmed by the Organization and
Compensation Committee of the Board. The eligibility of employees hired after June 30, 2005,
will not be considered until the subsequent Performance Period.


Participants must be employed on the last day of the Performance Period in order to be eligible
for an award. If a participant retires under a Company pension plan, any award will be prorated
based on time employed during the Performance Period.




Should a participant die or become permanently disabled or should there occur a Parent Company
Change in Control, the participant (or their spouse or estate) shall receive full payment of the
award for the entire Performance Period at the Target level.



IV. Performance Award Opportunity




The Organization and Compensation Committee of the Board of Directors will establish Threshold,
Target and Maximum financial target levels for corporate and each business unit.




The award opportunity for each eligible participant will be approved by either the Organization
and Compensation Committee or Senior Management.




For the entire Performance Period 2005 through 2007, the target opportunity will be a single
(1x) opportunity for Corporate and all business units.




Awards will commence once the Threshold level has been attained. 100% of the opportunity will
be awarded at Target and 150% will be awarded at Maximum. Award amounts for levels of
achievement between Threshold and Target and between Target and Maximum will be prorated
according to the approved target schedule.




LTIP targets have been established on the basis of cumulative operating profit. The targets are
attached hereto as Exhibit A.




Awards will be prorated for transfers between business units and/or corporate during the
Performance Period, assuming grade level remains the same. Such proration will be determined by
the length of service in each unit during the Performance Period.



V. Payment




This is a performance share plan and, as such, payouts will be made in performance shares to
participants no later than March 15 of the year following the Performance Period.



VI. General Provisions




The Board of Directors, through its Organization and Compensation Committee, shall have final
and conclusive authority for interpretation, application and possible modification of this Plan
or its established targets. The Board of Directors reserves the right to amend or terminate the
Plan at any time.




This plan is not a contract of employment.