Form of Performance Share Unit



 Exhibit 10.31 
 II-VI INCORPORATED 
 PERFORMANCE UNIT AWARD AGREEMENT 

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the
applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant
of II-VI or one of its subsidiaries (the “Recipient”). 
 Reference is made to the Summary of Award (the
“Summary of Award”) issued to the Recipient with respect to the applicable Award, which may be found on the MorganStanley SmithBarney Benefit Access System at www.benefitaccess.com (or any successor system selected by II-VI)
(the “Benefit Access System”). Reference further is made to the Summary Plan Description relating to the Plan (as defined below) which also may be found on the Benefit Access System. 

All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the II-VI 2009 Omnibus Incentive Plan
(as amended from time to time, the “Plan”), a copy of which can be found on the Benefit Access System, and/or the applicable Summary of Award. Terms of the Plan and the Summary of Award are incorporated herein by this reference.
This Agreement shall constitute an Award Agreement as that term is defined in the Plan and is intended to be a Qualified Performance-Based Award within the meaning of Section 2.28 of the Plan. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the Recipient and II-VI agree as follows: 
 1. Performance Unit Award. II-VI hereby grants to
Recipient an Award of Performance Units under the Plan, as specified in the Summary of Award, to be earned based upon achievement of the Performance Objectives in accordance with Section 2 below (this “Award”). For the
purposes of this Award: (1) “Performance Unit” shall mean a bookkeeping entry that records a unit equal to $1.00 granted pursuant to this Agreement and that is payable solely in cash; (2) “Performance
Period” shall mean the period from July 1, 2012 through and including June 30, 2014; (3) “Target Award” shall mean the Target Award set forth in the Summary of Award; and (4) “Maximum
Award” means the maximum number of Performance Units allowable under this Agreement as set forth in the Summary of Award representing         % of the Target Award. 

2. Determination of Units Earned. Subject to Sections 4 and 5 below, II-VI shall deliver to Recipient One Dollar ($1.00) for each
whole Performance Unit that is earned in accordance with the following schedule. 
  

					
	 	  	Performance Units Earned as a	 	 
	 	  	Percentage of Target Award	 	 
			
	 [DESCRIBE PERFORMANCE CRITERIA]
	  	    %	 	
		  	    %	 	
		  	    %	 	
		  	    %	 	(Maximum Award)








 3. Payment. The amount determined under Section 2 will be paid to Recipient in
cash no later than the seventy fifth (75th) calendar day following the end of the Performance Period. 
 4. Termination
of Employment. Except as provided in Section 5 below, if Recipient’s employment with or service to the Company (as defined in Section 13 below) terminates before the end of the Performance Period, this Performance Unit Award shall
be forfeited on the date of such termination. 
 5. Prorating in Certain Circumstances. If Recipient’s employment
with or service to the Company terminates during the Performance Period due to Recipient’s (i) early, normal or late retirement as those terms are defined in II-VI’s profit sharing plan, (ii) death or (iii) total and
permanent disability as defined in Section 105(d)(4) of the Code, Recipient shall be entitled to a prorated portion of the Performance Units to the extent earned pursuant to Section 2 above, determined at the end of the Performance Period
and based on the ratio of the number of complete months Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any payments due on Recipient’s death shall be paid to the
Recipient’s estate as soon as administratively practicable after the end of the Performance Period. 
 6. Change in
Control. All Performance Units shall be awarded at the targeted payout amount contemporaneously with a Change in Control. 

7. Nontransferability. Except as otherwise provided in the Plan, the Performance Units shall not be sold, pledged, assigned,
hypothecated, transferred or disposed of (a “Transfer”) in any manner, other than by will or the laws of descent and distribution. Any attempt to Transfer the Performance Units in violation of this Section or the Plan shall render
the Award null and void. 
 8. Adjustments. The Committee may make or provide for such adjustment in the Performance
Units as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Recipient’s rights that otherwise would result from (a) any exchange of shares of
II-VI’s Common Stock, recapitalization or other change in the capital structure of II-VI, (b) any Change in Control, merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any
such transaction or event, the Committee may provide in substitution for the Performance Units such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the
surrender of the Performance Units so replaced. 







 9. Withholding. II-VI shall have the right to withhold from payments made to the
Recipient pursuant to this Award, or to withhold from other compensation payable to Recipient all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which II-VI is required to withhold at
any time with respect to the Performance Units. 
 10. Plan Provisions. In the event of any conflict between the
provisions of this Agreement and the Plan, the Plan shall control. 
 11. No Continued Rights. The granting of the Award
shall not give Recipient any rights to similar grants in future years or any right to continuance of employment or other service with II-VI or the Company, nor shall it interfere in any way with any right that the Company would otherwise have to
terminate Recipient’s employment or other service at any time, or the right of Recipient to terminate his or her services at any time. 
 12. Rights Unsecured. Recipient shall have only II-VI’s unfunded, unsecured promise to pay pursuant to the terms of this Agreement. The rights of Recipient hereunder shall be that of an
unsecured general creditor of II-VI and Recipient shall not have any security interest in any assets of II-VI. 
 13.
Non-Competition; Non-Solicitation; Confidentiality. 
 (a) While the Recipient is employed by the Company and for a
period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: 

(i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or
otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured,
marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has customers or
prospective customers as of the date of such termination or cessation. 
 (ii) (A) Solicit for the purpose of selling or
distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited
business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of
products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or
other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. 







 (iii) Either alone or in association with others (A) solicit, or permit any
organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization
directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company;
provided, that this clause (B) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. 
 (b) The Recipient and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing,
investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the
Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture,
association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the
Company or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will
immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which
in any way relate to the business of the Company, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or
other proprietary business designation used or owned in connection with the business of the Company. 

“Company” shall mean II-VI and/or any Subsidiary of II-VI that the Recipient is employed by or may become employed by or
provide services to during the Recipient’s employment by II-VI or any such Subsidiary. The Restricted Period will be tolled during and for any period of time during which the Recipient is in violation of the restrictive covenants contained in
this Section 13 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is
in compliance with the restrictive covenants contained in Section 13 will not exceed the one (1) year period set forth above. 
 14. Remedies; Violation Clawback. 
 (a) II-VI and Recipient acknowledge and agree
that that any violation by Recipient of any of the restrictive covenants contained in Section 13 would cause immediate, material and irreparable harm to the Company which may not adequately be compensated by money damages and, therefore,
II-VI and the Company shall be entitled to injunctive relief (including, without limitation, one or more preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in
equity or 







 
otherwise for such a violation including, but not limited to, the right to have such covenants specifically enforced by any court of competent jurisdiction, the rights under
Section 14(b) below, and the right to require Recipient to account for and pay over to II-VI or the Company all benefits derived or received by Recipient as a result of any such breach of covenant together with interest thereon, from the
date of such initial violation until such sums are received by II-VI or the Company, as the case may be. 
 (b) In the event
that the Recipient violates or breaches any of the covenants set forth in Section 13 of this Agreement, the Performance Units (whether vested or unvested) and the right to receive a cash payment for such Performance Units shall be
forfeited. II-VI shall also have the right, in its sole discretion, in addition to any other remedies or damages provided by law, in equity or otherwise, to demand and require the Recipient, to the extent that any cash payment was received with
respect to such Performance Units, to return and transfer to II-VI any such cash payment. 
 (c) The Recipient further agrees,
as a condition to acceptance of these Performance Units, that these Performance Units, as well as any other incentive award previously granted to Recipient by II-VI, may be subject to the provisions of any other forfeiture or clawback policy
that may be adopted by II-VI in the future. 
 15. Recipient Acknowledgments. Recipient acknowledges and agrees that
(i) as a result of Recipient’s previous, current and future employment with the Company, Recipient has had access to, will have access to and/or possesses or will possess confidential and proprietary information of the Company,
(ii) the Company and its affiliates and subsidiaries are engaged in a highly competitive business and that the Company conducts such business Worldwide, (iii) this Agreement does not constitute a contract of employment, does not imply that
the Company will continue the Recipient’s employment for any period of time and does not change the at-will nature of the Recipient’s employment, except as set forth in a separate written employment agreement between the Company and the
Recipient, (iv) that the restrictive covenants set forth under Section 13 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate
business interests of the Company, (v) that the remedy, forfeiture and payment provisions contained in Section 14 are reasonable and necessary to protect the legitimate interests of II-VI and the Company, (vi) that acceptance
of these Performance Units and agreement to be bound by the provisions hereof is not a condition of Recipient’s employment, and (vii) Recipient’s receipt of the benefits provided under this Agreement is adequate consideration for the
enforcement of the provisions contained in Section 14 hereof. 
 16. Severability; Waiver. If any term,
provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. In particular, in the event that any of such provisions shall be adjudicated to exceed the time, geographic, product and
service or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product and service or other limitations permitted by applicable law.
No delay or omission by II-VI or the Company in exercising any right under 







 
this Agreement will operate as a waiver of that or any other right. A waiver or consent given by II-VI or the Company on any one occasion is effective only in that instance and will not be
construed as a bar to or waiver of any right on any other occasion. 
 17. Notice. II-VI may require any notice required
or permitted under this Agreement to be transmitted, submitted or received, by II-VI or the Recipient, via the Benefit Access System in accordance with the procedures established by II-VI for such notice. Otherwise, any written notice required or
permitted by this Agreement shall be mailed, certified mail (return receipt requested) or by overnight carrier, to II-VI at the following address: 
 II-VI Incorporated 
 Attention: Chief Financial Officer 

375 Saxonburg Boulevard 
 Saxonburg, Pennsylvania 16056 
 or to Recipient at his most recent home address on record with
II-VI or the Company. Notices are effective upon receipt. 
 18. Controlling Law. The validity, construction and effect
of this Agreement will be determined in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to the conflict of laws. Recipient and II-VI hereby irrevocably submit to the exclusive jurisdiction of the state and
Federal courts located in the Commonwealth of Pennsylvania and consent to the jurisdiction of any such court, provided, however, that, notwithstanding anything to the contrary set forth above, II-VI or the Company may file an action to
enforce the covenants contained in Section 13 by seeking injunctive or other equitable relief in any appropriate court having jurisdiction, including but not limited to where the Recipient resides or where the Recipient was employed by
II-VI or the Company. Recipient and II-VI also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought or injunctive or equitable
relief sought in such court or any defense of inconvenient forum for the maintenance of such dispute and consent to the personal jurisdiction of any such court. The Company shall be a third-party beneficiary of this Agreement. 

19. Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding
and agreements between them regarding the subject matter hereof with respect to the Award, and there are no other representations, agreements, arrangements or understandings, oral or written, between the parties relating to the Award which are not
fully expressed herein. Notwithstanding anything to the contrary set forth in this Agreement, any restrictive covenants contained in this Agreement are independent, and are not intended to limit the enforceability, of any restrictive or other
covenants contained in any other agreement between the Company and the Recipient. 
 20. Captions. Section and other
headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 







 21. Limitation of Actions. Any lawsuit commenced by the Recipient with respect to any
matter arising out of or relating to this Agreement must be filed no later than one (1) year after the date that a denial of any claim hereunder is made or any earlier date that the claim otherwise accrues. 

22. Section 409A of the Code. This Agreement and the Award are intended to satisfy all applicable requirements of
Section 409A of the Code or an exception thereto and shall be construed accordingly. II-VI in its discretion impose conditions on the timing and effectiveness of any exercise by Recipient, or take any other action it deems necessary to comply
with the requirements of Section 409A or an exception thereto, including amending the terms of the Award and this Agreement, without Recipient’s consent, in any manner it deems necessary to cause the Award and this Agreement to comply with
the applicable requirements of Section 409A or an exception thereto. Notwithstanding, Recipient recognizes and acknowledges that Section 409A of the Code may affect the timing and recognition of payments due hereunder, and may impose upon
the Recipient certain taxes or other charges for which the Recipient is and shall remain solely responsible. 
 23.
Assignment. Recipient’s rights and obligations under this Agreement shall not be transferable by Recipient, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by Recipient shall be void.
Recipient’s rights and obligations under this Agreement shall not be transferable by Recipient, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by Recipient shall be void. II-VI and the Company may
assign/delegate all or any portion of this Agreement and its respective rights hereunder whereupon the Recipient shall continue to be bound hereby with respect to such assignee/delegatee, without prior notice to the Recipient and without providing
any additional consent thereto. 
 24. Electronic Delivery. II-VI may, in its sole discretion, deliver any documents or
correspondence related to this Agreement, the Performance Units, the Recipient’s participation in the Plan, or future awards that may be granted to the Recipient under the Plan, by electronic means. The Recipient hereby consents to receive such
documents by electronic delivery and to Recipient’s participation in the Plan through an on-line or electronic system established and maintained by II-VI or another third party designated by II-VI, including but not limited to the Benefit
Access System. Likewise, II-VI may require the Recipient to deliver or receive any documents or correspondence related to this Agreement by such electronic means. 
 25. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan or this Agreement.

 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date set forth
above. Electronic acceptance of this Agreement by the Recipient pursuant to II-VI’s instructions to the Recipient (including through the Benefit Access System) shall constitute execution of this Agreement by the Recipient. 

The Recipient agrees that his or her electronic acceptance of this Agreement, including but not limited to via the Benefit Access System, shall
constitute his or her signature, and that he or she agrees to be bound by all of the terms and conditions of this Agreement. 
  

	
	II-VI INCORPORATED
	
	 By:
 Name: David G.
Wagner
 Title: Vice President, Human Resources

	
	PARTICIPANT
	
	 Electronic Acceptance via the Benefit
 Access System