10.34 - 2015 Cash LTI Plan






Exhibit 10.34




	
	
	MPM Holdings Inc.                                                                                                                                  Long-Term Cash Incentive Plan (the “Plan”)








		
	I.
	Purpose of the Plan




To provide key employees of subsidiaries of MPM Holdings Inc. (the ”Company”) with a performance- based incentive program to drive the achievement of long-term business success.


		
	II.
	Definition of Terms




Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s Management Equity Plan.


		
	III.
	Eligibility to Participate




Awards under the Plan may be granted only to employees of the Company’s subsidiaries. Each person to whom an award is granted under the Plan is referred to as a “Participant”.  Participants are selected based on the scope of their responsibility and contribution in building value for the total enterprise.  Participants are nominated by their employer and approved by the employer’s Board of Directors (the “Board”).


		
	IV.
	Individual Awards




Awards may be granted under the Plan at any time and from time to time on or prior to the termination of the Plan.   The award agreement for each participant will set forth the Participant’s target award and the conditions for payment of such award.


V.    No Right to Award or Grant


The Plan is strictly a voluntary undertaking on the part of the Company, and no Person shall have any claim to receive any award under the Plan.  The Plan is subject to modification and termination by the Board at any time, with or without notification to participants.    All determinations made by the Company in respect of the Plan will be conclusive and binding on all participants, and shall be given the maximum deference permitted by law.


There is no obligation for uniformity of treatment of participants regarding the awards made, including with respect to the vesting or payment of any awards.  The terms and conditions of awards made under the Plan need not be the same with respect to each participant.








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All payments are subject to applicable restrictions contained in the Company’s and its subsidiaries’ debt and equity financing agreements.  If any such restrictions prohibit or otherwise delay payments due to participants in the Plan, then the employer shall have the option to make such payments within thirty (30) days of the date that it is first permitted to make such payments.  


Participants and their beneficiaries or heirs shall have no legal or equitable rights, claims or interest in any specific property or assets of the Company.  The payment obligations under the Plan shall constitute merely an unfunded and unsecured promise of the Company’s subsidiaries to pay compensation in the future to those Participants to whom there is an obligation under the Plan in accordance with its terms.  The rights of the Participants and any beneficiaries or heirs shall be no greater than those of the Company’s and its subsidiaries’ unsecured general creditors.


The Company values its reputation for integrity and honesty.  Achieving business results at the expense of violation of the law, regulations, or business ethics or allowing individuals under one’s supervision to behave in this manner is never in the best interest of the Company or its subsidiaries. Accordingly, if ethical or honesty standards of behavior are violated or if any such behavior of personnel under a Participant’s supervision is knowingly condoned, any award to a Participant under the Plan is subject to forfeiture.


VI.    No Evidence or Right of Employment or Service


Nothing contained in the Plan or any other document related to the Plan constitutes an employment or service commitment by the Company or its subsidiaries; affects the employment status of the Participant who is subject to termination without cause; confers upon the Participant any right to remain employed by or in the service of the Company or its subsidiaries; interferes in any way with the right of the Company or its subsidiaries to terminate the Participant’s employment; or to change the Participant’s compensation or other terms of employment at any time.


VII.    Termination


The Plan will terminate on December 31, 2020, unless earlier terminated (the “Termination Date”).  No awards may be granted after the Termination Date.  Any awards outstanding on the Termination Date shall remain in effect until such award terminates as provided in the applicable award agreement.


VIII.    Code Section 409A Compliance


If any payment of an award pursuant to this Plan or an award agreement would subject the Participant to tax under Section 409A of the Code, the  Plan or award agreement shall be modified in the least restrictive manner necessary in order to comply with the provisions of Section 409A, other applicable provisions(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such
statutory provisions and, in each case, without any material diminution in the value of the payments to an affected Participant.






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Adopted: