EX-10.10



 Exhibit 10.10 

VERSUM MATERIALS 

DEFERRED COMPENSATION PLAN 

Effective January 1, 2017 

[Approved by the board of directors of Versum Materials, Inc. on September 15, 2016, and approved by the expanded board of directors of Versum
Materials, Inc. on October 1, 2016] 







 Table of Contents 

 

							
	 	 	 	  	Page	 
	Article 1 Establishment and Purpose	  	 	1	  
			
	 1.1
	 	Establishment of Plan	  	 	1	  
	 1.2
	 	Purpose	  	 	1	  
	 1.3
	 	Application of the Plan	  	 	1	  
	 1.4
	 	Compliance with Code Section 409A	  	 	1	  
		
	Article 2 Definitions	  	 	1	  
			
	 2.1
	 	“Account”	  	 	2	  
	 2.2
	 	“Administrator”	  	 	2	  
	 2.3
	 	“Affiliate”	  	 	2	  
	 2.4
	 	“Annual Incentive Amounts”	  	 	2	  
	 2.5
	 	“Base Salary”	  	 	2	  
	 2.6
	 	“Beneficiary”	  	 	2	  
	 2.7
	 	“Change of Control”	  	 	2	  
	 2.8
	 	“Code”	  	 	2	  
	 2.9
	 	“Committee”	  	 	2	  
	 2.10
	 	“Company”	  	 	2	  
	 2.11
	 	“Compensation”	  	 	2	  
	 2.12
	 	“Credited Earnings”	  	 	2	  
	 2.13
	 	“Disability” or “Disabled”	  	 	2	  
	 2.14
	 	“Eligible Employee”	  	 	3	  
	 2.15
	 	“Employee”	  	 	3	  
	 2.16
	 	“ERISA”	  	 	3	  
	 2.17
	 	“Excess Contributions”	  	 	3	  
	 2.18
	 	“Excess Core Contributions”	  	 	3	  
	 2.19
	 	“Excess Employee Pre-Tax Contributions”	  	 	3	  
	 2.20
	 	“Excess Matching Contributions”	  	 	3	  
	 2.21
	 	“Excess Profit Sharing Contributions”	  	 	3	  
	 2.22
	 	“Excess Transition Enhancement Contributions”	  	 	3	  
	 2.23
	 	“Fiscal Year”	  	 	3	  
	 2.24
	 	“Participant”	  	 	3	  
	 2.25
	 	“Plan”	  	 	3	  
	 2.26
	 	“Plan Year”	  	 	3	  
	 2.27
	 	“Retirement Savings Plan”	  	 	3	  
	 2.28
	 	“Termination of Employment”	  	 	4	  
	 2.29
	 	“Vesting Service”	  	 	4	  
		
	Article 3 Participation	  	 	4	  
			
	 3.1
	 	Eligibility	  	 	4	  
	 3.2
	 	Participation	  	 	4	  


  
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	Article 4 Contributions; Vesting; Distributions	  	5
			
	 4.1
	 	Excess Employee Pre-Tax Contributions	  	5
	 4.2
	 	Excess Matching Contributions	  	5
	 4.3
	 	Excess Core Contributions	  	6
	 4.4
	 	Excess Profit Sharing Contributions	  	6
	 4.5
	 	Excess Transition Enhancement Contributions	  	7
	 4.6
	 	Vesting and Forfeiture	  	7
	 4.7
	 	Time of Distribution	  	7
	 4.8
	 	Form of Distribution	  	9
	 4.9
	 	Loans	  	9
		
	Article 5 Accounts; Credited Earnings	  	9
			
	 5.1
	 	Accounts	  	9
	 5.2
	 	Credited Earnings	  	10
	 5.3
	 	Adjustment of Accounts	  	10
	 5.4
	 	Account Balances	  	10
	 5.5
	 	Account Statements	  	11
		
	Article 6 Administration	  	11
			
	 6.1
	 	Administration	  	11
	 6.2
	 	Finality of Determination	  	11
	 6.3
	 	Indemnification	  	11
	 6.4
	 	Unsecured Interest	  	12
		
	Article 7 Funding of the Plan	  	12
			
	 7.1
	 	Funding	  	12
	 7.2
	 	Creation of Rabbi Trust	  	12
		
	Article 8 Merger, Amendment and Termination	  	12
			
	 8.1
	 	Effect of Merger, Consolidation, Acquisition or Reorganization	  	12
	 8.2
	 	Amendment and Termination	  	13
		
	Article 9 Claims Procedure	  	13
			
	 9.1
	 	Claims Procedure	  	13
	 9.2
	 	Finality of Committee Determinations	  	13
	 9.3
	 	Additional Claim Information	  	14
		
	Article 10 General Provisions	  	14
			
	 10.1
	 	No Right to Continuing Employment	  	14
	 10.2
	 	Beneficiary Designations	  	14
	 10.3
	 	Non-alienation of Benefits	  	15
	 10.4
	 	Offset	  	15
	 10.5
	 	Payments to Minors; Incapacity of Recipient	  	15
	 10.6
	 	Binding on the Company, Participants and Their Successors	  	16
	 10.7
	 	Governing Law	  	16


  
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	 10.8
	 	Severability	  	16
	 10.9
	 	Interpretation	  	16
	 10.10
	 	Limitations on Liabilities	  	16
	 10.11
	 	Plan Expenses	  	16
	 10.12
	 	Withholding	  	17
	 10.13
	 	Tax Effect	  	17
	 10.14
	 	Effect on Other Employee Benefits	  	17
	 10.15
	 	Gender and Number; Headings	  	17
	 10.16
	 	Section 409A Compliance	  	18


  
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 Article 1 Establishment and Purpose 

1.1 Establishment of Plan. Versum Materials, Inc. (the “Company”) hereby establishes, effective as of January 1, 2017, an unfunded
nonqualified deferred compensation plan for a select group of management and highly compensated employees to be known as the Versum Materials Deferred Compensation Plan (the “Plan”). 

1.2 Purpose. The purpose of the Plan is to provide Eligible Employees with (i) the opportunity to defer, annually, the receipt of a portion of
their Compensation and (ii) supplemental retirement benefits to those provided under the Versum Materials Retirement Savings Plan (the “Retirement Savings Plan”), absent the application of the maximum annual compensation limitations
under Code Section 401(a)(17), the maximum annual benefit and contribution limitations under Code Sections 402(g) and 415, or any other applicable limitations on contributions in effect under the Retirement Savings Plan, and to permit them to
designate investment indices for the purpose of crediting earnings and losses on any amounts deferred or contributed under the Plan. In this regard, it is the intent that this Plan constitute a separate unfunded plan that meets the requirements of,
and that is classified as, a plan which is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(3), and 401(a)(1) of ERISA
and also, to the extent relevant, as an excess benefit plan within the meaning of Section 3(36) of ERISA. As such, it is intended that the Plan be exempt from the relevant requirements of Title I of ERISA. In addition, this Plan is not intended
to satisfy the qualification requirements of Code Section 401. However, the Plan is intended to comply with the requirements of Code section 409A and the Treasury regulations issued thereunder. 

1.3 Application of the Plan. The terms of this Plan are applicable only with respect to the deferral of Compensation by or on behalf of Participants
under this Plan on or after January 1, 2017. 
 1.4 Compliance with Code Section 409A. The Plan is intended to comply, in all respects, with
the requirements of Code Section 409A, and the Plan shall be interpreted and administered accordingly. The Committee reserves the right, in its sole discretion, to make any changes necessary to ensure that the Plan is, and remains, compliant
with Code Section 409A. 
 Article 2 Definitions 

This Plan is not part of the Retirement Savings Plan. However, for ease of definitional reference and common administration, the Retirement Savings Plan is
referred to herein, and various terms from the Retirement Savings Plan are hereby incorporated herein by reference and shall have the same meanings assigned to them under the provisions of the Retirement Savings Plan, unless otherwise qualified by
the context hereof. Notwithstanding the prior sentence, the following terms shall have the meanings set forth below, unless their context clearly indicates to the contrary: 
  

  
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 2.1 “Account” means the recordkeeping account which is maintained in the name of a Participant
to account for any Excess Employee Pre-Tax Contributions, Excess Matching Contributions, Excess Core Contributions, Excess Profit Sharing Contributions, Excess Transition Enhancement Contributions and Credited Earnings which may be credited to his
Account from time to time. Separate sub-accounts within each such Account shall be maintained to account for each separate type of contribution category under the Plan and any Credited Earnings attributable thereto. 

2.2 “Administrator” means the VP of Human Resources, or his designee. 

2.3 “Affiliate” means any corporation, trade, or business if it and the Company are members of a controlled group of corporations, are under
common control, or are members of an affiliated service group, within the meaning of Code Sections 414(b), 414(c) and 414(m), respectively. The term “Affiliate” shall also include any other entity required to be aggregated with the
Company pursuant to regulations under Code Section 414(o). 
 2.4 “Annual Incentive Amounts” means, as determined more specifically by
the Committee, any annual variable compensation payout under the Versum Materials Annual Incentive Plan. 
 2.5 “Base Salary” means amounts
which would have been paid to a Participant currently as base salary, notwithstanding an election to defer certain amounts under this Plan or under any other deferred compensation plan (qualified or nonqualified) maintained by the Company. 

2.6 “Beneficiary” means the person or persons designated by a Participant, in accordance with Section 10.2 of the Plan. Where the context
dictates, the term “Beneficiary” shall also mean “Beneficiaries.” 
 2.7 “Change in Control” shall have the meaning
provided under the Versum Materials, Inc. Long-Term Incentive Plan. 
 2.8 “Code” means the Internal Revenue Code of 1986, as amended. 

2.9 “Committee” means the Versum Materials, Inc. Employee Benefits Plan Committee. 

2.10 “Company” means Versum Materials, Inc., a Delaware corporation, and any Affiliate. 

2.11 “Compensation” means an Eligible Employee’s compensation as defined under the Retirement Savings Plan, with the exception that the
limitation of Code Section 401(a)(17) shall not apply. 
 2.12 “Credited Earnings” means the earnings or loss amounts credited to a
Participant’s Account, as provided in Section 5.2. 
 2.13 “Disability” or “Disabled” means the inability of a
Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve
months, as provided in Code Section 409A(a)(2)(C) and Treas. Reg. § 1.409A-3(i)(4). For purposes of this Section 2.11, a Participant will be deemed disabled if such Participant is determined to be totally disabled by the Social
Security Administration. Moreover, a Participant will be deemed disabled if such Participant is determined to be disabled 
 in accordance with a disability
insurance program of the Company, provided that the definition of disability applied under such disability insurance program complies with the requirements of Treas. Reg. § 1.409A-3(i)(4). 

 

  
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 2.14 “Eligible Employee” means an Employee that satisfies the requirements of Section 3.1
hereof. 
 2.15 “Employee” means any individual employed by the Company on a regular, full-time basis (in accordance with the personnel
practices of the Company), including citizens of the United States employed outside of their home country and resident aliens employed in the United States. 

2.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

2.17 “Excess Contributions” means the contributions as described in Sections 4.1, 4.2, 4.3, 4.4 and 4.5. 

2.18 “Excess Core Contributions” means the contributions described in Section 4.3. 

2.19 “Excess Employee Pre-Tax Contributions” means the contributions as described in Section 4.1. 

2.20 “Excess Matching Contributions” means the contributions as described in Section 4.2. 

2.21 “Excess Profit Sharing Contributions” means the contributions described in Section 4.4. 

2.22 “Excess Transition Enhancement Contributions” means the contributions described in Section 4.5. 

2.23 “Fiscal Year” means the twelve-month period ending on the September 30 of each year during which the Plan is in effect. 

2.24 “Participant” means an Eligible Employee who is participating in the Plan. An individual shall remain a Participant until that individual
has received full distribution of any amount credited to the Participant’s Account. 
 2.25 “Plan” means the Versum Materials Deferred
Compensation Plan, a nonqualified deferred compensation plan for a select group of management and highly compensated employees, as contained herein and as the same may be amended hereunder. 

2.26 “Plan Year” means the twelve-month period ending on the December 31 of each year during which the Plan is in effect. 

2.27 “Retirement Savings Plan” means the Versum Materials Retirement Savings Plan, as amended from time to time. 

  
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 2.28 “Termination of Employment” means the retirement, resignation, death, or other voluntary or
involuntary termination of a Participant’s employment relationship with the Company. A Termination of Employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts upon or
following a Termination of Employment unless such termination is also a “separation from service” within the meaning of Code Section 409A.

2.29 “Vesting Service” means the vesting service credited to a Participant under the Retirement Savings Plan. 

Article 3 Participation 
  

	3.1	Eligibility 

 An Employee shall be an Eligible Employee if the Employee satisfies the
following requirements: 
 (a) is a member of a select group of management or highly compensated employees (within the meaning of sections
201(2), 301(3) and 401(a)(1) of ERISA) of the Company; and 
 (b) is recommended by the Committee as eligible to participate; and 

(c) is approved by the Administrator, or by the Administrator’s designee, to be eligible to participate in the Plan from time to time.

 An Eligible Employee may elect to defer a portion of his compensation under the Plan by filing a completed and fully executed Deferral
Agreement (and any and all other forms as may be required by the Committee) with the Company’s Human Resources Department. Such forms must be received and acknowledged by the Company’s Human Resources Department in accordance with
Section 4.1 below. 
 Eligibility designation may be based on participation criteria established by the Administrator or his designee
from time to time. Once an Employee has been designated as eligible to participate in the Plan, he shall thereafter remain eligible to participate in the Plan so long as the Administrator or his designee has not terminated such status. The
Administrator or his designee may establish such procedures as are deemed appropriate for notifying Employees of their status as Eligible Employees under this Plan. The Administrator or his designee may terminate the eligible status of any
designated Eligible Employee at any time. 
  

	3.2	Participation 

 An Eligible Employee as described in Section 3.1 shall become a
Participant under the Plan following the date he meets the eligibility requirements of Section 3.1, and completes an annual enrollment form provided by the Company within the time period established by the Company. An Eligible Employee with an
Account balance under the Plan shall be a Participant under the Plan. In addition, an Eligible Employee who ceases to be eligible to participate in the Plan, by reason of loss of eligibility status (as determined by the Administrator or his designee
pursuant to Section 3.1 above) or by termination or transfer of employment shall continue as a Participant under the Plan so long as he has a balance credited to his Account under the Plan. 

  
 4 








 Article 4 Contributions; Vesting; Distributions 

 

	4.1	Excess Employee Pre-Tax Contributions 

 (a) Excess Employee Pre-Tax Contributions.
Prior to the commencement of a Plan Year, or at the time of hire or promotion to an eligible class, as recommended by the Committee and approved by the Administrator pursuant to Section 3.1 above, a Participant may elect to defer a percentage
of his Base Salary and/or Annual Incentive Amounts, if any, for each payroll period during the Plan Year in a form and manner prescribed by the Committee. With respect to a deferral of Base Salary, the election must be a whole number between one
percent (1%) and fifty percent (50%), inclusive. With respect to a deferral of Annual Incentive Amounts, the election must be a whole number between one percent (1%) and one hundred percent (100%), inclusive. This election is separate from
an election to defer a portion of Compensation under the Retirement Savings Plan and is not integrated with the Retirement Savings Plan in any way. If an Employee is designated as eligible to participate in the Plan during the course of a Plan Year,
an election to defer amounts under the Plan shall be made by a date prescribed by the Committee, but in no event later than thirty (30) days after the Employee is designated as eligible to participate in the Plan. A Participant’s election
to defer a portion of his Base Salary and/or Annual Incentive Amounts, if any, for a particular Plan Year under this Section 4.1(a) is irrevocable. 

(b) Crediting of Excess Employee Pre-Tax Contributions. The determination of the amount of any Excess Employee Pre-Tax Contributions for
a Participant shall be calculated in the same manner as a Deferral Contributions determined with respect to each Participant under the Retirement Savings Plan without regard to the applicable limits under sections 402(g) and 401(a)(17) of the Code.
As such determinations are made, each Participant shall be credited under the Plan with the applicable amount of his Excess Employee Pre-Tax Contribution at a time and in a manner consistent with the provisions of the Retirement Savings Plan,
regarding the crediting of Deferral Contributions or at such other times and in such other manner as the Committee may determine from time to time. Such amounts shall be credited on a bi-weekly basis to the Excess Employee Pre-Tax Contributions
subaccount of each Participant’s Account. 
  

	4.2	Excess Matching Contributions 

 (a) Excess Matching Contributions. For each
Participant electing to make Deferral Contributions to the Retirement Savings Plan, to the extent such Participant is limited under the Retirement Savings Plan by Code Sections 415(c) and/or 401(a)(17), the Company shall credit, on behalf of each
Participant employed by the Company, Excess Matching Contributions in an amount equal to two-thirds of one percent (.667%) for each one percent (1%) up to a maximum of six percent (6%) of Deferral Contributions to the Retirement Savings
Plan. For purposes of clarity, Excess Matching Contributions shall be made on any Deferral Contributions made under the Retirement Savings Plan for which matching contributions under the Retirement Savings Plan are limited because of Code Sections
415(c) and/or 401(a)(17), and not on any Excess Employee Pre-Tax Contributions made pursuant to Section 4.1 of the Plan. 

  
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 (b) Crediting of Excess Matching Contributions. Excess Matching Contributions shall be
credited to the Account of the Participant at such time and in such manner as determined by the Committee, which shall generally be on a bi-weekly basis, absent a contrary direction by the Committee. A Participant must be employed by the Company on
the last day of a Plan Year in order to receive a true up of such Participant’s Excess Matching Contribution under the Plan. Excess Matching Contributions shall be credited to the Excess Matching Contributions subaccount of a Participant’s
Account. 
  

	4.3	Excess Core Contributions 

 (a) Excess Core Contributions. For each Plan Year, the
Company shall credit, on behalf of each Participant employed by the Company, Excess Core Contributions to this Plan in an amount equal to four percent (4%) of such Participant’s Base Salary and Annual Incentive Amounts, offset by any Core
Contributions made under the Retirement Savings Plan. As a point of clarity, Excess Core Contributions shall only be made on (i) the Participant’s Base Salary to the extent such Participant’s Base Salary and Core Contributions exceed
the applicable limitations of Code Sections 401(a)(17) and 415(c) and (ii) Annual Incentive Amounts. There shall be no duplication of benefits under this Plan and the Retirement Savings Plan. The calculation and allocation of Excess Core
Contributions shall be credited to the Account of the Participant at such time and in such manner as determined by the Committee, but shall be made without regard to the applicable limitations under Code Sections 401(a)(17) and 415(c). 

(b) Crediting of Excess Core Contributions. Excess Core Contributions shall be credited to the Account of the Participant at such time
and in such manner as determined by the Committee. Excess Core Contributions shall be credited to the Excess Core Contributions subaccount of a Participant’s Account. 
  

	4.4	Excess Profit Sharing Contributions 

 (a) Excess Profit Sharing Contributions. For
each Plan Year, the Company shall determine the amount of the Excess Profit Sharing Contribution, if any, to be made on behalf of each Participant employed by the Company on the last day of such Fiscal Year. As a point of clarity, Excess Profit
Sharing Contributions shall only be made to the extent such Participant’s Base Salary and Profit Sharing Contributions exceed the applicable limitations of Code Sections 401(a)(17) and 415(c). There shall be no duplication of benefits under
this Plan and the Retirement Savings Plan. The calculation and allocation of Excess Profit Sharing Contributions shall be credited to the Account of the Participant at such time and in such manner as determined by the Committee. To be eligible to
receive an Excess Profit Sharing Contribution with respect to a Plan Year, a Participant must be limited under the Retirement Savings Plan by Code Sections 415(c) and/or 401(a)(17). 

(b) Crediting of Excess Profit Sharing Contributions. Excess Profit Sharing Contributions shall be credited to the Account of the
Participant at such time and in such manner as determined by the Committee. A Participant must be employed by the Company on the last day of a Fiscal Year in order to receive an Excess Profit Sharing Contribution under the Plan. Such amounts shall
be credited to the Excess Profit Sharing Contributions sub-account of each Participant’s Account. 

  
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	4.5	Excess Transition Enhancement Contributions 

 (a) Excess Transition Enhancement
Contributions. For each Plan Year, the Company shall determine the amount of the Excess Transition Enhancement Contribution, if any, to be made on behalf of each Participant employed by the Company on the last day of such Fiscal Year. As a point
of clarity, Excess Transition Enhancement Contributions shall only be made on the Participant’s Base Salary to the extent such Participant’s Base Salary and Transition Enhancement Contributions exceed the applicable limitations of Code
Sections 401(a)(17) and 415(c). There shall be no duplication of benefits under this Plan and the Retirement Savings Plan. To be eligible to receive an Excess Transition Enhancement Contribution with respect to a Plan Year, a Participant must be
limited under the Retirement Savings Plan by Code Sections 415(c) and/or 401(a)(17). The calculation and allocation of Excess Transition Enhancement Contributions shall be credited to the Account of the Participant at such time and in such manner as
determined by the Committee, but shall be made without regard to the applicable limitations under Code Section 401(a)(17) and/or 415(c). 

(b) Crediting of Excess Transition Enhancement Contributions. Excess Transition Enhancement Contributions shall be credited to the
Account of the Participant at such time and in such manner as determined by the Committee. A Participant must be employed by the Company on the last day of a Fiscal Year in order to receive an Excess Transition Enhancement Contribution under the
Plan. Excess Transition Enhancement Contributions shall be credited to the Excess Transition Enhancement Contributions subaccount of a Participant’s Account. 
  

	4.6	Vesting and Forfeiture 

 Vesting. A Participant shall have a nonforfeitable, fully
vested interest in all Excess Employee Pre-Tax Contributions, Excess Matching Contributions, Excess Core Contributions, and Excess Profit Sharing Contributions and Credited Earnings thereon, as such contributions are credited to a Participant’s
Account. A Participant shall become vested in all, Excess Transition Enhancement Contributions and Credited Earnings thereon upon the Participant’s completion of the Vesting Service requirements set forth below: 

 

					
	 Completed Years of Vesting Service
	  	Vested Percentage	 
	 1
	  	 	0	% 
	 2
	  	 	0	% 
	 3
	  	 	100	% 

 Any forfeitures made as a result of this Section 4.6(a) shall be used as follows: first, to pay Plan
administrative expenses, and second, to reduce the amount of Company contributions to the Plan. 
  

	4.7	Time of Distribution 

 A Participant shall receive a distribution of the vested balance
credited to his Account as soon as administratively feasible following the date that is twelve months after the Participant’s Termination of Employment. A Participant may select distribution of the vested balance credited


  
 7 








 
to his Account in the form of a lump sum or in installments. As discussed in Section 4.8, in the event of a failure to elect a form of payment, the Participant’s Account shall be
distributed in a single lump-sum payment as soon as administratively feasible following the date that is twelve months after the Participant’s Termination of Employment. 

(a) Termination of Employment. Except as otherwise provided in Subsection (b) or (c) below with regard to a benefit
distribution due to death or Disability, a Participant may elect to receive a distribution of all or any portion of the vested balance credited to his Account in a single lump sum payment or on an annual basis over a period of at least one year and
not to exceed five years, commencing as soon as administratively feasible following the date that is twelve months after his Termination of Employment. Notwithstanding the foregoing, with respect to a lump sum election, a Participant may elect to
commence distribution of all of his Account in a single lump sum payment commencing at least one year and not to exceed five years after this Termination of Employment. The value of the Participant’s Account for which a distribution is being
made shall be determined as of the last day immediately preceding the distribution date. Notwithstanding the foregoing, for purposes of this Section 4.7, a Participant’s transfer to an Affiliate that is not participating in the Plan will
not be deemed to be a Termination of Employment. 
 (b) Death. In the event of the death of a Participant all payments due to such
Participant under the Plan shall be paid to the Participant’s Beneficiary in a single lump-sum cash payment as soon as administratively feasible following the Participant’s death. The value of the Participant’s Account for which a
distribution is to be made to his Beneficiary shall be determined as of the last day immediately preceding the date of distribution. All payments to a Beneficiary under this Plan are subject to delivery to the Committee of such death certificate,
letters testamentary, tax waivers, and other documents as the Committee may reasonably request. 
 (c) Disability. A Participant who
becomes Disabled while employed by the Company shall be eligible to receive a distribution of his vested Account balance in a single lump sum as soon as administratively possible following the date the Participant is determined to be Disabled. The
value of the Participant’s Account for which a distribution is to be made shall be determined as of the last day immediately preceding the date of distribution. 

(d) Distributions to Foreign Participants. Notwithstanding anything herein to the contrary, a Participant who is a resident alien
employed by the Company in the United States shall receive a distribution of his vested Account balance in a single lump sum twelve months following the date such Participant is no longer employed by the Company in the United States. The value of
the Participant’s Account for which a distribution is to be made shall be determined as of the last day immediately preceding the date of distribution. The Company shall have the right to withhold or deduct from all payments under this
Section 4.7(d) any amounts as may be required under any income tax or other law of the United States or any other jurisdiction. Upon distribution to a Participant pursuant to this Section 4.7(d), such individual shall no longer be a
Participant in the Plan. 
  

  
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 (e) Change in Control. Notwithstanding anything herein to the contrary, upon a Change in
Control the Company shall, as soon as administratively feasible thereafter, but in no event longer than ninety (90) days following the Change in Control, pay to each Participant in a single lump-sum cash payment, the Participant’s Account
balance. 
 (f) Subsequent Elections. A Participant may elect to subsequently change the time and form of payment under his Account in
accordance with Treasury Regulations section 1.409A-2(b), provided that the following conditions are met: (a) such election does not take effect until at least twelve (12) months after the date on which the election is made; (b) the
payment is deferred for a period of five (5) years from the date it would otherwise have been paid; and (c) such election is made not less than twelve (12) months before the date the payment was scheduled to commence. The subsequent
election must be made by filing a subsequent election form with the Committee on or before the close of business at least one year before the previous payment date(s). For purposes of this Section 4.7(f), a payment is each separately identified
amount to which the Participant is entitled under the Plan. In elaboration of the foregoing, each payment in a series of installment payments is treated as the entitlement to a single payment and a subsequent election may be made with respect to a
single installment or all installments. Notwithstanding the foregoing, each Participant shall be limited to a single subsequent election with respect to such amounts credited to his Account and such subsequent election period shall be limited to
five (5) years from the date to such amounts would otherwise have been paid. 
  

	4.8	Form of Distribution 

 Except as set forth in Section 4.7(a), all distributions with
respect to a Participant’s Account as provided in Section 4.7 shall be made in cash in a single lump-sum payment. Distributions made pursuant Section 4.7(a) shall be made in a lump sum or installments per the Participant’s
election. In the event a Participant fails to elect a time and/or form of payment, the Participant’s Account shall be distributed in cash in a single lump-sum payment as soon as administratively feasible following the date that is twelve months
after the Participant’s Termination of Employment. The value of the Participant’s Account for which a distribution is being made shall be determined as of the last day immediately preceding the distribution date. For purposes of Code
Section 409A, any installment payments pursuant to this Plan shall be treated as a right to receive a series of separate and distinct payments. 
  

	4.9	Loans 

 A Participant shall not be permitted to take any loans from his Account under the
Plan. 
 Article 5 Accounts; Credited Earnings 
  

	5.1	Accounts 

 The Committee shall maintain, or cause to be maintained, an Account for each
Participant for the purpose of accounting for the Participant’s beneficial interest under the Plan, and which interest is attributable to Excess Employee Pre-Tax Contributions, Excess Matching Contributions, Excess Core Contributions, Excess
Profit Sharing Contributions, Excess Transition Enhancement Contributions and any Credited Earnings credited to such Participant under the Plan, as adjusted to reflect charges against such Account. In addition to the foregoing


  
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Accounts, the Committee shall maintain, or cause to be maintained, such other accounts, subaccounts, records or books as it deems necessary to properly provide for the maintenance of Accounts
under the Plan, and to carry out the intent and purposes of the Plan. Such sub-accounts or other separate accounts shall include any Excess Employee Pre-Tax Contributions subaccount, Excess Matching Contributions subaccount, Excess Core
Contributions subaccount, Excess Profit Sharing Contributions subaccount and Excess Transition Enhancement Contributions subaccount as may be applicable to account for each such separate type of contributions and the Credited Earnings attributable
thereto. The Participant’s Account and any other subaccounts maintained in the name of a Participant shall comprise the Participant’s Account under the Plan. 
  

	5.2	Credited Earnings 

 With respect to a Participant’s Excess Employee Pre-Tax
Contributions, Excess Matching Contributions, Excess Core Contributions, Excess Profit Sharing Contributions and Excess Transition Enhancement Contributions, a Participant shall be entitled to select on a prospective basis, the investment measure
for such contributions from among the investment vehicles made available for such purpose under the Retirement Savings Plan, except as may otherwise be provided by the Committee. The applicable subaccounts of a Participant’s Account shall be
adjusted periodically to reflect the Credited Earnings of the particular investment fund(s) selected by the Participant. A Participant shall make an initial designation of investment fund(s) for the applicable subaccounts of his Account upon
commencement of participation in the Plan in such form and in such manner as may be prescribed by the Committee. In the event a Participant fails to designate a particular investment fund or funds for all or a portion of the applicable subaccounts
of his Account, then the applicable portion of the Participant’s Account shall be deemed to be invested in the default investment fund selected as such by the Committee. Credited Earnings shall be allocated to the applicable subaccounts of a
Participant’s Account at the same time and in the same manner as allocated under the Retirement Savings Plan. The Committee shall make all determinations with respect to the applicable Credited Earnings and with respect to the crediting of such
Credited Earnings to the applicable subaccounts of a Participant’s Account, and such determinations shall be final and binding on all interested parties. 
  

	5.3	Adjustment of Accounts 

 Contributions shall be credited to the Accounts of Participants
as provided in Sections 4.1, 4.2, 4.3, 4.4 and 4.5. Credited Earnings, if any, shall be credited to such subaccounts as provided in Section 5.2 above, as applicable. Charges to a Participant’s Account to reflect any distribution payments
with respect to such Participant under the Plan shall be as of the date of any such payment. A Participant’s Account shall also be adjusted and charged for any administrative expenses or applicable taxes as are applicable to such
Participant’s Account to the extent that such expenses and taxes are not separately paid for by the Company. 
  

	5.4	Account Balances 

 As of any relevant date, the balance credited to a Participant’s
Account shall be the value of the balance standing to the credit of his Account upon the completion of the valuation as of the close of the last preceding day, adjusted to reflect any credits or charges made to such


  
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Account since such date or dates, including, without limitation, those adjustments to reflect Excess Contributions to and payments from such Account. For purposes of making distributions or other
payments with respect to a Participant under the Plan, the Participant’s balance credited to his Account as of any relevant date, shall also include any Excess Contributions to be credited under the Plan on his behalf which have not been
credited to his Account as of such date and to which he is otherwise entitled as of the date of distribution or payment. 
  

	5.5	Account Statements 

 The Committee shall periodically provide Participants with a
statement concerning the status of his Account. 
 Article 6 Administration 
  


	6.1	Administration 

 The Committee shall administer this Plan in a manner consistent with an
unfunded plan that is not intended to meet the qualification requirements of Code Section 401. The Committee shall have the full power, discretion and authority to interpret, construe and administer this Plan, and to establish and maintain
rules and procedures to administer this Plan. The Committee shall establish and maintain such accounts or records that the Committee may from time to time consider necessary. The Committee may engage or designate such persons as it shall determine
to perform on its behalf the services required of it hereunder, and may, by a written instrument: 
 (a) designate one or more of them to
execute all documents and other instruments proper, necessary, or desirable in order to effectuate the purposes of the Plan, and 
 (b)
change any such designation theretofore made, and any Committee member may revoke any such designation theretofore made. 
 An employee of
the Company, or an unaffiliated person or entity designated by the Committee, shall be deemed to be the Plan Administrator within the meaning of section 3(16)(A) of ERISA. If no such employee shall be so designated, the Committee shall be deemed to
be the Plan Administrator for this purpose to the extent applicable. 
  

	6.2	Finality of Determination 

 All determinations of the Committee shall be final, binding
and conclusive upon the Company and all employees who shall have become Participants in the Plan in accordance with the applicable provisions of the Plan, as well as their respective heirs, administrators, executors, successors, and assigns. 

 

	6.3	Indemnification 

 The members of the Committee, its agents, officers, directors, and
employees of the Company shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a 

  
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party, or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the
Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such
person’s gross negligence or willful misconduct. 
  

	6.4	Unsecured Interest 

 No Participant or Beneficiary shall have any interest whatsoever in
any specific asset of the Company. To the extent that any person acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 

Article 7 Funding of the Plan 
  

	7.1	Funding 

 All amounts paid under this Plan shall be paid from the general assets of the
Company. Benefits shall be reflected on the accounting records of the Company, but neither this Plan nor the maintenance of such accounting records shall be construed to create, or require the creation of, a trust, custodial account, or escrow
account with respect to any Participant. No Participant shall have any right, title, or interest whatsoever in or to any investment reserves, accounts, or funds that the Company may purchase, establish, or accumulate to aid in providing the unfunded
benefit payments described in the Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create, or be construed to create, a trust or fiduciary relationship of any kind between the Company or the Committee and a
Participant or any other person. Participants shall not acquire any interest under the Plan greater than that of an unsecured general creditor of the Company. 
  

	7.2	Creation of Rabbi Trust 

 The Company may elect, at any time and in its sole discretion,
to establish a grantor, or “rabbi,” trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. If so established, the Company shall contribute to the rabbi trust assets that shall be held subject to the
claims of the Company’s creditors, in the event of the Company’s insolvency, until such assets shall be paid to Plan Participants or their Beneficiaries. 

Article 8 Merger, Amendment and Termination 
  

	8.1	Effect of Merger, Consolidation, Acquisition or Reorganization 

 In the event of a
merger, consolidation, acquisition or reorganization where the Company is not the surviving organization, this Plan shall terminate with respect to such Participating Employer, no additional benefits shall accrue for the Employees of such
organization, and unpaid vested benefits shall be paid upon the termination of the Plan with respect to the Company. 

  
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	8.2	Amendment and Termination 

 The Company may amend, modify, or terminate this Plan at any
time and in any manner. No such amendment or termination shall deprive any Participant of his Retirement Benefits accrued at the time of such amendment or termination. Notice of such amendment or termination shall be given in writing to each
Participant and Beneficiary of a deceased Participant having an interest in the Plan. In the event of a termination of the Plan, pursuant to this Section 8.2, no further benefits shall accrue under this Plan, and amounts which are then payable
shall continue to be an obligation of the Company and shall be paid as scheduled. 
 Notwithstanding any other provision of the Plan to the
contrary, the Plan may be amended at any time and in any manner that the Committee determines, in its sole and absolute discretion, to be necessary to ensure that the Plan and all benefits thereunder comply with the requirements of Code
Section 409A. 
 Article 9 Claims Procedure 
  

	9.1	Claims Procedure 

 The Committee shall have the exclusive right to interpret the Plan and
to decide any and all matters arising thereunder. In the event of a claim by a Participant as to the amount of any distribution or method of payment under the Plan, within 90 days of the filing of such claim, unless special circumstances require an
extension of such period, such person will be given notice in writing of any denial, which notice will set forth the reason for denial, the Plan provisions on which the denial is based, an explanation of what other material or information, if any,
is needed to perfect the claim, and an explanation of the claims review procedure. The denial of the claim will be final without the right of review unless the Participant appeals such denial within 60 days of the date of receipt of such denial by
filing notice in writing with the Committee at the following address: 
 Versum Materials, Inc. 

c/o Employee Benefits Plan Committee 

7201 Hamilton Blvd. 

Allentown, PA 18195 

The Participant will have the right to review pertinent Plan documents and to submit issues and comments in writing. The Committee will make a
decision in writing within 60 days of receiving the request for review, unless special circumstances require an extension of such period. The decision on review will be in writing and will include specific reasons and references to the pertinent
Plan provisions on which the decision is based. 
  

	9.2	Finality of Committee Determinations 

 Determinations by the Committee and any
interpretation, rule, or decision adopted by the Committee under the Plan or in carrying out or administering the Plan shall be final and binding for all purposes and upon all interested persons, their heirs and personal representatives. 

 

  
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	9.3	Additional Claim Information 

 (a) Authorized Representative. Any claimant may be
represented by an authorized representative. The Committee may, however, determine reasonable procedures to determine whether an individual is authorized to act on behalf of an individual. 

(b) Administrative Safeguards. The Committee shall determine administrative safeguards designed to ensure and verify that all
determinations are made in accordance with governing Plan documents and that all Plan provisions are applied consistently with respect to similarly situated claimants. 

(c) Tolling of Response Periods. The review periods described in Section 9.1 shall be tolled for periods during which the claimant
is responding to a request for additional information that the reviewing entity has determined is necessary to process the claimant’s claim. The claimant shall have 45 days to provide the requested information. The review periods described in
Section 9.1 shall recommence on the earlier of (i) the date the claimant provides the requested information, or (ii) the end of the 45-day period. 

(d) Exhaustion of Remedy. No claimant may institute any action or proceeding in any state or federal court of law or equity, or before
any administrative tribunal or arbitrator, for a claim for benefits under the Plan, until he has first exhausted the procedures set forth in this Article 9. 

(e) All interpretations, determinations, and decisions of the reviewing entity with respect to any claim will be its sole decision based upon
the Plan documents and will be deemed final and conclusive. If an appeal is denied, in whole or in part, however, a claimant shall have a right to file suit in a state or Federal court. 

Article 10 General Provisions 
  

	10.1	No Right to Continuing Employment 

 Nothing in this Plan shall (a) interfere with or
limit in any way the right of the Company to terminate any Participant’s employment at any time, or (b) confer upon any Participant any right to continue in the employ of the Company. The Company may take any action (including discharge)
with respect to any Employee or other person and may treat such person without regard to the effect which such action or treatment might have upon such person as an Employee under this Plan. 

 

	10.2	Beneficiary Designations 

 Each Participant may designate a Beneficiary or Beneficiaries
(who may be named jointly or successively), to whom survivor benefits under this Section 10.2 are to be paid upon such Participant’s death. Each such designation must be made and delivered to the Committee during the Participant’s
lifetime, must be made in writing on a form prescribed for that purpose by the Committee and in conformity with the Committee’s applicable procedures, shall be effective when filed with the Committee, and shall revoke all prior designations
(without the consent of a prior Beneficiary being required, except a spousal consent if required by law). In the event that a Participant has designated more than one Beneficiary without specifying the


  
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percentage interest of each Beneficiary, then each such Beneficiary shall have the same percentage interest. If no Beneficiary is designated or if no designated Beneficiary survives the
Participant, the applicable benefit shall be payable to the Participant’s beneficiary as determined under the Retirement Savings Plan. 
  

	10.3	Non-alienation of Benefits 

 No benefit payable at any time under the Plan shall be
subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind, and shall not be subject to or reached by any legal or equitable process (including execution, garnishment, attachment,
pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void.
Notwithstanding the foregoing provisions of this Section 10.3, no benefit amount payable under the Plan shall be payable until and unless any and all amounts representing debts or other obligations owed to the Company by the Participant shall
have been fully paid. In cases of a marital dispute, the Company will observe the terms of the Plan unless and until ordered to do otherwise by a state or federal court, whether such order effects a judgment of such court or is issued to enforce a
judgment or order of another court. In the event a Participant’s benefits under the Retirement Savings Plan are subject to a qualified domestic relations order as defined in section 414(p) of the Code, the supplemental benefits provided by this
Plan shall be calculated and paid as if no qualified domestic relations order was in existence. 
  

	10.4	Offset 

 Notwithstanding any provisions of this Plan to the contrary, the Company may
offset any amounts to be paid to a Participant (or to his Beneficiary) hereunder against any amounts which such Participant may owe to the Company. 
  

	10.5	Payments to Minors; Incapacity of Recipient 

 (a) Any amount payable to or for the
benefit of a minor, an incompetent person, or any other person incapable of receipt thereof may be paid to such person’s guardian, to any trustee or custodian holding assets for the benefit of such person, or to any person providing, or
reasonably appearing to provide, for the care of such person, and such payment shall fully discharge the Committee, the Company, and this Plan with respect thereto of their obligations under this Plan. 

(b) If a court of competent jurisdiction determines that the Participant or any other person entitled to benefits under this Plan is
incompetent by reason of physical or mental disability, the Committee shall have the power to cause the payments becoming due to such Participant or other person to be made to a court-appointed guardian without any responsibility to see to the
application of such payments. Any payment made pursuant to such power shall, as to the amount of such payment, operate as a complete discharge of the Company, of its obligations under this Plan. 

 

  
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	10.6	Binding on the Company, Participants and Their Successors 

 It is intended that the
Company is under a contractual obligation to pay a Participant the amount of his vested Account balance when the Participant is eligible to receive and elects to receive a distribution from the Plan. All payments of benefits under this Plan shall be
made out of the Company’s general assets. The provisions of this Plan shall be applicable with respect to the Company and each Affiliate separately, and the Company or Affiliate of the particular Participant hereunder shall pay amounts payable.
In the event any Participant becomes entitled to a benefit under this Plan based on service with the Company and one or more Affiliate, the benefit obligations under this Plan shall be apportioned among the Company and such Affiliates as determined
by the Committee. 
  

	10.7	Governing Law 

 Except to the extent preempted by federal law, this Plan shall be
governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. All disputes arising hereunder shall be brought in a forum convenient to the Company, and the Participant, by participating in the Plan, hereby consents to any
such forum as the Company may determine in its sole discretion. 
  

	10.8	Severability 

 In the event any provision of this Plan shall be held invalid or illegal
for any reason, any illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege
and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in this Plan. 
  

	10.9	Interpretation 

 In the event an ambiguity arises between the terms of this Plan as set
forth herein and any communication, statement, or inference of any kind, whether or not in writing, made by any person, the terms of this Plan, subject to the Committee’s interpretation, shall control. 

 

	10.10	Limitations on Liabilities 

 No liability shall attach to or be incurred by any officer
or director of the Company under or by reason of the terms, conditions and provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith. As a condition precedent to participation in this Plan or
the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by a Participant and by any and all persons claiming under or through a Participant or any other person. Such waiver and release shall be
conclusively evidenced by any act of participation in or the acceptance of benefits under this Plan. 
  

	10.11	Plan Expenses 

 The books and records to be maintained for the purpose of this Plan shall
be maintained by the Company at its expense and shall be subject to the supervision and control of the Committee. All expenses of administering this Plan shall be paid by the Company either from funds set aside or earmarked under the Plan or from
other funds. Each Affiliate shall reimburse the Company for expenses of administering this Plan that the Company elects to pay, with the Affiliate’s portion of the expenses to be determined by the Committee. 

 

  
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	10.12	Withholding 

 The Company shall have the right to deduct from all payments made from the
Plan any federal, state, or local taxes required by law or elected by a Participant to be withheld with respect to such payments as may be required under any income tax or other law, whether of the United States or any other jurisdiction. To the
extent a Participant is subject to FICA taxes with respect to benefits accrued but not yet payable under the Plan pursuant to Code section 3121(v), as a condition of participation hereunder, each such Participant shall direct the Company to withhold
from his current salary amounts thereby due and payable. 
  

	10.13	Tax Effect 

 Neither the Company, the Committee, nor any firm, person, or corporation
represents or guarantees that any particular federal, state, or local tax consequences will occur as a result of any Participant’s participation in this Plan. Each Participant shall consult with his own advisers regarding the tax consequences
of participation in this Plan. 
  

	10.14	Effect on Other Employee Benefits 

 Amounts credited or paid under this Plan shall, to
the extent allowable under applicable law, not be included in creditable compensation when computing benefits under any other Company-sponsored employee benefit plan. The treatment of such amounts under other employee benefit plans shall be
determined pursuant to the provisions of such plans. The benefits of the Participant or any other person entitled to benefits under this Plan shall be in addition to any benefits paid or payable to, or on account of the Participant or such other
person under any other pension, disability, equity, annuity or pension plan or policy whatsoever. Nothing herein contained shall in any manner modify, impair or affect any existing or future rights of a Participant to receive any employee benefits
to which he would otherwise be entitled or to participate in any current or future employee benefit plan of the Company, or any other supplemental arrangement which constitutes a part of the Company’s regular compensation structure. 

 

	10.15	Gender and Number; Headings 

 Except when otherwise indicated by the context, any
masculine terminology when used in this Plan document shall also include the feminine gender, and the definition of any term in the singular shall also include the plural. Headings of Articles and Sections herein are included solely for convenience,
and if there is any conflict between such headings and the text of the Plan, the Plan text shall control. 

  
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	10.16	Section 409A Compliance 

 This Plan shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. In the event
that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to actual payment to such Participant of such amount, the Company
may, subject to Section 8.2 above, (a) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve
the intended tax treatment of the benefits provided by the Plan hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

 In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments under the
Plan may not be made at the time contemplated by the terms of the Plan, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the
Participant incurring any tax liability under Section 409A of the Code which, with respect to any Participant who is a “specified employee” within the meaning of Section 409A of the Code, will be no earlier than the first day
following six months after termination of Employment (other than due to death), if such payment is payable in respect of such termination. The Company shall use commercially reasonable efforts to implement the provisions of this Section 10.16
in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors, representatives or agents shall have any liability to Participants with respect to this Section 10.16. 

  
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 In Witness Whereof, the authorized representative of the Company have signed this document on
October 3, 2016, effective as of January 1, 2017. 
  

			
	VERSUM MATERIALS, INC.
		
	By:	 	 /s/ MICHAEL W. VALENTE

		 	MICHAEL W. VALENTE
	Its:	 	 Senior Vice President, Law and Human Resources, General Counsel and
Secretary



  

			
	Attest:
		
	By:	 	 /s/ CAROL J. DEAGLER

		 	CAROL J. DEAGLER
	Its:	 	 Sr. Corporate Paralegal



  
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