EX-10.1






Exhibit 10.1



BRUSH ENGINEERED MATERIALS INC. and SUBSIDIARIES

MANAGEMENT PERFORMANCE COMPENSATION PLAN

2009 PLAN YEAR




(as adopted February, 2009)



I. INTRODUCTION


The Management Performance Compensation Plan (“the Plan”) provides incentive compensation to
eligible employees based principally on annual financial performance. Plan awards have a
significant portion based on Company and/or Business Unit performance (“financial performance”), a
component that recognizes individual and combined contributions toward personal/team objectives
(“Personal/Team Performance”), and, for some participants, a “relative” company peer group
financial measure.



II. DEFINITIONS


Plan Year:


The fiscal year for which the Company’s Business Unit performance, and any Plan awards are
calculated.



Business Unit Performance:


The Executive Staff will designate the Business Units/Subsidiaries that are eligible for
participation in the Plan for the Plan Year.



Each business unit has defined financial performance measures, which have in turn been approved by
the Compensation Committee of the Board and/or the Executive Staff. These measures are expressed
as a Minimum, Target and Maximum. Plan Awards include a “Financial Performance Component” based on
the Business Unit performance.



Personal/Team Performance:


An assessment is made of an individual’s achievements and his/her contributions to work/project
teams during the Plan Year. This assessment is expressed as a percentage of base compensation.
The “Personal/Team Performance” component is distinct from the “Financial Performance” component.




	 	 	Operating Profit (“OP”):





Profit or loss, before interest and taxes, and for domestic and international operations.
Operating Profit will include any special write-off or accounting charge and accrued performance or
incentive compensation.



Peer Group Return on Invested Capital (ROIC)


The publicly available return on invested capital change for those peer group companies included in
the Company’s self-declared peer group in comparison to the Company. Due to the delays in reported
information, the measurement period will include the fourth quarter of the prior year as well as
the first three quarters of the current plan year. This “relative” company peer group financial
measure is an independent measure and is not influenced by any other financial performance measure
set by the Company for the plan year.



Working Capital:


This is a monthly calculation based on Business Unit/Subsidiary worldwide accounts receivable and
FIFO inventory divided by annualized worldwide sales (current month plus prior two months
annualized). The result being working capital as a percent of sales. At the end of the year the
average of the twelve monthly, annualized sales numbers and twelve monthly working capital numbers
(A/R and inventory) are calculated and a percent to sales is calculated based on the averages for
the twelve periods. This twelve-month average is the basis for the incentive metric for working
capital management.



Other Metrics:


From time to time, other metrics will be adopted that are aligned with a Business Unit’s strategy
and market challenges. These metrics will be defined and tracked by the corporate accounting
department, subject to approval by the Executive Staff.



Base Compensation:


The participant’s annual base salary in effect on September 30 of the Plan Year.



III. PARTICIPATION


At the beginning of the Plan Year, the Executive Staff will identify exempt, salaried employees
whose responsibilities affect progress on critical issues facing the Company. Those individuals
selected by the Executive Staff will be notified of their participation in the Plan, their
performance compensation grade and performance compensation opportunity, and their applicable
Business Unit designation.



Following the beginning of the Plan Year, the Executive Staff may admit new hires or individuals
who are promoted or assigned additional and significant responsibilities. The Executive Staff may
also alter performance compensation grade assignments to reflect changed responsibilities of
participants during the Plan Year.



An employee who replaces or otherwise assumes the job functions or role of an employee, does not
automatically assume the plan participation that had applied to the incumbent. Rather,
participation by the new or replacing employee must be individually considered and approved.



Employees who are designated as participants before April 1 of the Plan year are eligible for full
participation. Participants who are newly employed on or after April 1 and before July 1 are
eligible for half of any award available for Personal/Team and Financial (Business Unit and/or
Company) performance.



Participants who transfer from the Exempt Salaried Performance Compensation Plan to the Management
Performance Compensation Plan on or after April 1 and before July 1 are eligible for full
participation in the Personal/Team performance component and for half participation in the
Financial (Business Unit and/or Company) performance component. Their eligibility under the Exempt
Salaried Performance Compensation Plan ceases for the Plan Year.



Changes in performance compensation grade assignments will result in prorated participation in
awards.



The eligibility of employees hired or with changed job responsibilities after June 30 will not be
considered until a possible, subsequent Plan Year.



Normally, employees who are participants in any other annual incentive, commission or performance
compensation plan are not eligible. The Executive Staff may consider prorated participation under
special circumstances.



With two exceptions, participants must be employed on the last day of the Plan Year in order to be
eligible for any performance compensation award. For a participant who becomes eligible for and
who elects a severance option under the Chronic Beryllium Disease Policy as amended, any award
under the Plan will be prorated to the beginning of the month after the employee exercises the
severance option. The second exception pertains to retirement under a Company pension plan, in
which case, any award will be prorated to the beginning of the month following the employee’s
retirement date. In no event will a prorated award be earned where the proration percent is 1/3 or
less.



Eligible employees who have been on a leave of absence in excess of 13 weeks during the plan year
will have their award reduced on a pro-rata basis to reflect their actual contribution.




	 	 	IV. PERFORMANCE COMPENSATION OPPORTUNITY FOR FINANCIAL PERFORMANCE





The Compensation Committee of the Board of Directors will establish Minimum, Target and Maximum
levels for each financial measurement.



The Executive Staff will assign participants to a specific Business Unit/Subsidiary for the
performance compensation opportunity for Financial Performance.



Below is a summary of the performance compensation opportunity for the Plan Year.



	 	 	 	 	 
	Grade

D

E

	 	Financial Component

20%

10%
	 	Personal Team

0-14%

0-14%






Opportunity for participants in Grades A, B and C will be individualized as determined by the
Compensation Committee or the Executive Staff.



The “Financial Performance” component of awards (Business Unit, Company, sub-unit, and/or other
measurement), will begin once the Minimum level has been attained for Operating Profit. None of
the other financial components will result in an award unless the Minimum level for Operating
Profit has been met. Performance, which reaches or exceeds the Maximum value of the measure, will
result in awards at 200 percent of Target opportunity. Award amounts for levels of achievement
between Minimum and Target and between Target and Maximum will be prorated according to the level
of achievement.



Financial awards will be prorated for transfers between units (Business Unit and/or Company)
according to the length of service by months in each unit during the Plan Year.




	V.	 	PERFORMANCE COMPENSATION OPPORTUNITY for PERSONAL/TEAM PERFORMANCE





An Operating Profit “threshold” may be established, which must be achieved in order to make
available a bonus opportunity to recognize the Personal/Team performance. If established, meeting
this threshold would result in a Personal/Team opportunity payout. This threshold can be different
than the Minimum Operating Profit level necessary to create a Financial Performance opportunity.



No awards for Personal/Team performance will be paid if a Threshold is established and is not met.



The “total pool” for Personal/Team performance of participants would typically average about 10
percent of the base compensation of participants, if the Operating Profit metric meets or exceeds
Target. Performance below Target could result in the total pool being reduced to a lesser amount.
The Business Unit Executive and the Executive Staff will decide allocation of the pool among
eligible participants based on their performance throughout the plan year relative to achieving
established goals and objectives.



VI. PAYMENT


Distribution of any performance compensation awards under the Plan to participants will be no later
than March 15 of the year following the Plan Year.



VIII. GENERAL PROVISIONS


The Executive Staff has authority to make administrative decisions in the interests of the Plan.



The Board of Directors, through its Compensation Committee, shall have final and conclusive
authority for interpretation, application, and possible modification of this Plan or established
targets. The Board of Directors reserves the right to amend or terminate the Plan at any time.
Subject to the preceding sentences, any determination by the Company’s independent accountants
shall be final and conclusive as it relates to the calculation of financial results.



This Plan is not a contract of employment.