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                                 KNOWLES CORPORATION                   SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN                          (As Amended and Restated Effective April 27, 2020)                                           Introduction    This  Knowles  Corporation  Senior  Executive  Change-in-Control  Severance  Plan  (the  “Plan”)  sets  forth  the  policy  of  Knowles Corporation, a Delaware corporation (“Knowles”), and each of its Subsidiaries (as defined in Article 14) which  employs an “Eligible Executive” (as defined in Article 1) with respect to “Severance Payments” (as defined in Article 5)  payable  to  an  Eligible  Executive  under  the  Plan  (Knowles  and  such  Subsidiaries  are  collectively  referred  to  as  the  “Company”). This Senior Executive Change-in-Control Severance Plan constitutes the plan document and summary plan  description for the Plan. The following provisions constitute an amendment, restatement and continuation of the Plan as of  April 27, 2020.  Certain capitalized terms not otherwise defined in the text are defined in Article 14 of the Plan.   Article 1. Who is Eligible for Participation in the Plan      a. Eligible Executives. “Eligible Executives” are those employees of the Company who meet the following requirements:      (i) the Chief Executive Officer and the Chief Financial Officer of Knowles, Business Unit Presidents of the Company,     Senior Vice Presidents of the Company, and such other Vice Presidents of the Company who are designated as eligible     by the Chief Executive Officer of Knowles from time to time, (ii) who are (A) employed in the United States, or (B) a     U.S.-based employee temporarily assigned to the non-U.S. payroll of a Subsidiary on an expatriate assignment, and     (iii)  on the date of a Change of Control (or, who at the time of their termination of employment within three (3) months     prior to a Change in Control) remain in such a position.  Only Eligible Executives shall be eligible to receive Severance     Payments under the Plan.     b. Effect of Employment Agreement. You shall not be eligible to participate in the Plan if you are party to a written     agreement with the Company that provides for severance payments to you upon, or following, the termination of your     employment or following a Change in Control.      c. Other Plans. If you are eligible to participate in and receive benefits under this Plan, you shall not be eligible to     participate in and receive any severance benefits under any other severance plan, policy, practice, or arrangement     maintained by the Company for the same event, including, for the avoidance of doubt, if you become eligible to receive     Severance Payments  under this  Plan, you shall not be  eligible to receive  Severance  Payments  under the Knowles     Corporation Executive Severance Plan (the “Executive Severance Plan”).    Article 2. How Do You Become Eligible for Severance Payments under the Plan   You will be eligible for Severance Payments under the Plan if you are an Eligible Executive and during the three (3) month  period prior to or within eighteen (18) months following a Change-in-Control (the “Protected Period”) your employment is  terminated as a result of a Termination Without Cause or as a result of a Good Reason Termination.      a. Termination Without Cause. Your employment is terminated by the Company without “Cause” (“Termination Without     Cause”); or      b. Good Reason Termination. You terminate your employment with the Company for “Good Reason” by giving a notice     of termination for Good Reason under the procedures set forth in this Article 2 (“Good Reason Termination”);         •   You may elect to terminate your employment for Good Reason during the Protected Period by giving written         notice (“Good Reason Notice”) to the Plan Administrator of the events that you believe constitute Good Reason.          A Good Reason Notice must be provided within sixty (60) days after the event(s) that constitute Good Reason         first occurred and within the Protected Period.  If the Company shall fail to cure the events constituting Good            Reason as set forth in the Good Reason Notice within thirty (30) days of the receipt of such Good Reason Notice,         you must give notice of a Good Reason termination within thirty (30) days after the expiration of the cure period         (sixty (60) days after the event(s) that constitute Good Reason first occurred) and within the Protected Period.          Notwithstanding the foregoing, in the event that your employment terminates during the portion of the Protected 





 






       Period that precedes a Change in Control, you may provide a Good Reason Notice within sixty (60) days after the         date of the Change in Control and no cure period or notice of termination will apply.           •   The Plan Administrator may waive all or part of the thirty (30) day cure period for you to provide the notice of            Good Reason termination by giving written notice to you.    Article 3. What Events Make You Ineligible for Severance Payments under the Plan   You will only be entitled to Severance Payments under the Plan if you satisfy the requirements of Article 2.  You shall not  be entitled to receive Severance Payments under this Plan if any of the following disqualifying events occur:      a. Death or Disability. Your employment terminates due to death or upon your “Disability”.     b. Voluntary Termination. You terminate your employment with the Company or a successor for any reason, including     without  limitation  retirement,  other  than  for  Good  Reason  (“Voluntary  Termination”).  A  Voluntary  Termination     includes, without limitation, a termination by you (i) after a failure by you to give a timely notice of termination for     Good Reason, or (ii) after the Company timely cures the event(s) that are claimed to constitute Good Reason.      c. Termination for Cause. Your employment with the Company is terminated for Cause (“Termination for Cause”).          •   Your employment may be terminated for Cause by the Company effective upon the giving of written notice to         you of  such  Termination  for  Cause,  or  effective  upon  another  date  as  specified  in  such  notice  (“Notice  of         Termination for Cause”).          •   If within one (1) year after your employment terminates as the result of Good Reason Termination or Termination         Without Cause, Knowles or its applicable affiliate determines that your employment could have been Terminated         for  Cause,  your  prior  termination  shall  be  recharacterized  as  a  Termination  for  Cause  upon Knowles  or  its         applicable affiliate giving written notice to you (or to your estate in the event of your death). You (or your estate)            shall have thirty (30) days to provide a written response to Knowles or its applicable affiliate. To the extent that         the Company does not reverse its determination after receipt of your response, if any, you (or your estate) shall be         obligated promptly to repay any Severance Payments paid to you under the Plan.  Knowles or any of its affiliates         may take appropriate legal action to seek to recover any Severance Payments from you or your estate.      d. Sale. You work for a division, subdivision, plant, location, or entity which is sold or otherwise transferred to an entity     other than Knowles and its Subsidiaries in a transaction that does not constitute a Change-in-Control, regardless of     whether the new owner offers continued or comparable employment to you.      e. New Employer. You begin working for another employer (whether regular or temporary and whether full-time or part-    time) in any capacity, including as a consultant or independent contractor, before your “Date of Termination”. You are     required  to  immediately  notify  the Plan  Administrator in  writing  if  you  begin  another  job  prior  to  your  Date  of     Termination.    Article 4. What Amounts Other than Severance Payments May be Payable to You   Regardless of whether you are eligible for Severance Payments under the Plan, you may be entitled to receive benefits (other  than severance payments) for which you are expressly eligible following your Date of Termination to the extent you are  entitled under the terms and conditions of any other plans, policies, programs and/or arrangements of the Company and any  benefits payable under such plans will be provided in accordance with the terms of the applicable plan or arrangement and  shall not be treated as benefits or payments provided under the Plan.  Without limiting the generality of the foregoing, any  equity or equity-based awards outstanding at the time of your termination will be subject to the applicable plan under which  they were granted and any applicable award agreement.   Article 5. What Severance Payments Are Payable under the Plan                                                2   





 






If you are eligible to receive Severance Payments under Article 2 above, and you have not become ineligible for the receipt  of such Severance Payments due to a disqualifying event as described in Article 3 above or other provisions of the Plan,  you shall be entitled to the following severance payments (the “Severance Payments”):          •   A lump sum payment payable sixty (60) days following your Date of Termination equal to 2.0 multiplied by the         sum of (i) your annual base salary on your Date of Termination (or, if higher, on the date of the Change-in-        Control), and (ii) your target annual incentive bonus for the year in which the Date of Termination occurs (or, if            higher,  on  the  date  of  the  Change-in-Control).   For  this  purpose,  your  annual  base  salary  and  target  annual         incentive bonus, as applicable, shall be determined without regard to a reduction in such amounts that constitutes         a Good Reason event.          •   A lump sum payment payable sixty (60) days following your Date of Termination equal to the then cost of the         applicable  premium  for COBRA  health  continuation  coverage  for  yourself  and  covered  family  members  for         twelve (12) months based on the type and level of health coverage, if any, in effect on your Date of Termination.       If you die before receipt of all Severance Payments to which you are entitled, any payments due to you will be paid to your  estate at the time they would have been payable to you.  The Company’s obligations to make Severance Payments to you  are conditioned upon your timely execution (without revocation) of a separation agreement and a general release of all  claims  related  to  your  employment  and  the  termination  of  your  employment  in  a  form  satisfactory  to  Knowles  (the  “Separation Agreement and Release”). The Separation Agreement and Release shall include a confidentiality covenant, a  non-disparagement  covenant,  a  covenant  for  the  protection  of  intellectual  property,  and,  if  determined  appropriate  by  Knowles, a non-competition and non-solicitation restriction for twelve (12) months from the Date of Termination, as more  fully set forth in such Separation Agreement and Release. If you should fail to execute such Separation Agreement and  Release within forty-five (45) days following the Date of Termination or should you later revoke or violate the Separation  Agreement and Release, the Company shall not have any obligation to make the payments contemplated under this Plan,  you shall have no rights to any such payments and you shall refund any Severance Payments made to you.  Notwithstanding  any other provision of this Plan to the contrary, if you receive severance benefits under the Executive Severance Plan due  to a covered termination during the first three months of the Protected Period and you become entitled to Severance Benefits  under this Plan due to the occurrence of a Change in Control, any Severance Benefits payable under this Plan shall be  reduced by the amount of the Severance Benefits payable under the Executive Severance Plan; provided, however that any  reduction shall be made in a manner that does not violate section 409A of the Internal Revenue Code of 1986, as amended  (the “Code”).  In no event shall any person be entitled to Severance Benefits under the Plan and any other plan, policy,  program or arrangement, including the Executive Severance Plan, for the same termination event.    Article 6. Claw-Back Provisions   In addition to the right of the Company under Article 3(c) and Article 5 to recover amounts paid to you, in the event that  you shall (i) breach the non-competition, non-disparagement, non-solicitation, confidentiality, intellectual property or other  covenants or provisions of the Separation Agreement and Release, or (ii) be required by any claw-back policies of the  Company, as in effect from time to time, or by applicable law, to refund payments received from the Company as the result  of a restatement of the financial statements of Knowles or any of its affiliates or other events or conduct as may be specified  in such policies from time to time or as may be required by applicable law, you shall be obligated promptly to refund the  Severance Payments made to you. Knowles or any of its affiliates may take appropriate legal action to seek to recover any  Severance Payments from you or your estate.    Article 7. Withholding Taxes   Severance Payments are subject to all applicable federal, state, local and non-U.S. tax withholdings.    Article 8. Section 409A of the Code   Notwithstanding  any  other  provision  of  the  Plan,  if  any  payment,  compensation  or  other  benefit  provided  to  you  in  connection  with  your  employment  termination  is  determined,  in  whole  or  in  part, to  constitute  “nonqualified  deferred  compensation” within the meaning of Section 409A of the Code and you are a “specified employee” as defined in Code  Section 409A(a)(2)(b)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after                                              3   





 






your Date of Termination (such date, the “New Payment Date”). The aggregate of any payments that otherwise would have  been paid to you during the period between your Date of Termination and the New Payment Date shall be paid to you in a  lump  sum  on  such  New  Payment  Date.  Thereafter,  any  payments  that  remain  outstanding  as  of  the  day  immediately  following the New Payment Date shall be paid without delay over the time period originally scheduled in accordance with  the terms of the Plan. If you die during the period between the Date of Termination and the New Payment Date, the amounts  withheld on account of Code Section 409A shall be paid to your estate within ninety (90) days of your death.      The provisions of the Plan are intended to be exempt from, or to comply with, the requirements of Code Section 409A,  including without limitation, with the separation pay exemption and short-term deferral exemption of Code Section 409A.  The Plan shall in all respects be administered in accordance with Code Section 409A and shall be interpreted in a manner  to conform to the requirements of Code Section 409A. Notwithstanding anything in the Plan to the contrary, distributions  may  only  be  made  under  the  Plan  upon  an  event  and  in  a  manner  permitted  by  Code  Section 409A  or  an  applicable  exemption.    All payments to be made upon a termination of employment under the Plan may only be made upon a “separation from  service” or “termination of employment” within the meaning of Code Section 409A.    For purposes of Code Section 409A, the right to a series of installment payments under the Plan shall be treated as a right  to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment.    While the payments provided hereunder are intended to be structured in a manner to avoid the implication of any penalty  taxes under Section 409A of the Code, in no event will Knowles of any of its affiliates be liable for any additional tax,  interest, or penalties that may be imposed on any person as a result of Section 409A of the Code.   Article 9. Excess Parachute Payments   In the event that Knowles determines that any payment or distribution to you by the Company in connection with a Change- in-Control,  whether  paid  or  payable  under  this  Plan  or  by  reason  of  any  other  agreement,  policy,  plan,  program  or  arrangement, including without limitation, any long-term incentive plan (including any equity plan) or nonqualified deferred  compensation plan (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 (or any successor  provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax  (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”),  and you would receive a greater net after-tax amount (taking into account all applicable taxes payable by you, including any  excise tax under Code Section 4999) by applying the reduction contained in this Article 9, then the Severance Payments to  you under this Plan shall be reduced (but not below zero) to the maximum amount which may be paid without you becoming  subject to such an excise tax under Code Section 4999 (such reduced payments to be referred to as the “Payment Cap”). In  the event that you are subject to the Payment Cap, payments to you under this Plan will be reduced in reverse chronological  order such that the last payments to be made to you will be reduced first until the Payment Cap is reached; provided,  however, that any payments that are not subject to Section 409A of the Code shall be reduced before any payments that are  subject to Section 409A of the Code. The tax and benefit calculations contemplated by this paragraph shall be performed  by Knowles’s  accountants  or tax  counsel, the  fees  of which  shall be  paid by Knowles, including any fees  incurred  in  connection with the audit of your tax return or appeal from any assessment.      Article 10. Administration of Plan   The  “Plan  Administrator”  shall  have  the  exclusive  right,  power,  and  authority,  in  its  sole  and  absolute  discretion,  to  administer, apply, and interpret the Plan and to decide all matters arising in connection with the operation or administration  of the Plan to the extent not retained by Knowles as set forth herein. Without limiting the generality of the foregoing, the  Plan Administrator shall have the sole and absolute discretionary authority to:        •   Make determinations as to whether an employee is, or is not, an Eligible Executive;      •   Take all actions and make all decisions with respect to the eligibility for, and the amount of, Severance Payments        payable under the Plan;                                                  4   





 






•   Formulate, interpret and apply rules, regulations, and policies necessary to administer the Plan in accordance with its        terms;        •   Decide questions, including legal or factual questions, with regard to any matter related to the Plan;      •   Conclusively construe and interpret the terms and provisions of the Plan and all documents which relate to the Plan     and decide any and all matters arising thereunder including the right to remedy possible ambiguities, inconsistencies     or omissions;      •   Investigate and make such factual or other determinations as shall be necessary or advisable for the resolution of        appeals of adverse determinations under the Plan; and        •   Process, and approve or deny, claims for Severance Payments under the Plan and any appeals.    All determinations made by the Plan Administrator as to any question involving its respective responsibilities, powers and  duties under the Plan shall be final and binding on all parties, to the maximum extent permitted by law. All determinations  by Knowles referred to in the Plan shall be made by Knowles in its capacity as an employer and settlor of the Plan.    Article 11. Modification or Termination of Plan   Knowles reserves the right, in its sole and absolute discretion, to amend, modify, or terminate the Plan, in whole or in part,  including any or all of the provisions of the Plan, for any reason, at any time, by action of the Compensation Committee of  Knowles’s Board of Directors (“Compensation Committee”). This Plan does not give an Eligible Executive any vested right  to Severance Payments. If the Plan is amended or terminated, your rights to receive Severance Payments may be eliminated.  No individual may become entitled to benefits or other rights under the Plan after the Plan is terminated. In the event that  an amendment to the Plan to be effective on or after a Change-in-Control, is in the aggregate materially adverse to you  (taking into account any aspects of such amendments that are beneficial to you), or the Plan is terminated on or after a  Change-in-Control, no such amendment or termination shall be effective before the second anniversary of the Change-in- Control. In the event that a Change-in-Control  occurs within twelve months after the effective date of an amendment to the  Plan  that  is  in  the  aggregate  materially  adverse  to  you  (taking  into  account  any  aspects  of  such  amendments  that  are  beneficial to you), or the Plan is terminated twelve months prior to a Change-in-Control, such amendment or termination  shall not be effective.    Article 12. Claims and Appeal Procedures   Generally, it is not expected that an Eligible Executive will need to make a claim for benefits under the Plan.  The Plan  Administrator shall make a determination in connection with the termination of employment of an Eligible Executive as to  whether a Severance Payment under the Plan is payable to such Eligible Executive and the amount thereof, taking into  consideration  any  determination  made  by  Knowles  as  to  the  circumstances  regarding  the  termination,  the  potential  applicability of  a  disqualifying  event,  or  the  Plan  Administrator’s  decision  as  to  whether  an  employee  is  an  Eligible  Executive under the Plan. The Plan Administrator shall advise any Eligible Executive it determines is entitled to Severance  Payments under the Plan as to the amount of Severance Payments payable under the Plan. The Plan Administrator may  delegate any or all of its responsibilities under this section.    a. Claim Procedures   If, an Eligible Executive believes that he or she is entitled to payments and benefits under the Plan that are not provided to  him or her or who disagrees with a decision to require him or her to repay an amount under the Plan the Eligible Executive  or his authorized representative (the “Claimant”) may submit a claim to the Plan Administrator in writing.    Within ninety (90) days after receiving a claim, the Claimant will be notified of the Plan Administrator’s decision with  respect to the Claim.  will decide whether or not to approve the claim. The ninety (90)-day period may be extended by the  Plan Administrator up to an additional ninety (90)-day period if special circumstances require  an extension of time to  consider the claim. If the Plan Administrator extends the ninety (90)-day period, the Claimant will be notified in writing  before the expiration of the initial ninety (90)-day period as to the length of the extension and the special circumstances that                                              5   





 






necessitate the extension. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90  days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as  special circumstances require.     If the claim is denied, the Plan Administrator shall set forth in writing (which notice may be electronic) the reasons for the  denial; the relevant provisions of the Plan on which the decision is made; a description of the Plan’s claim appeal procedures;  and,  if  additional  material  or  information  is  necessary  to  perfect  the  claim,  an  explanation  of  why  such  material  or  information is necessary. The notice will also include a statement regarding the procedures for the Claimant to file a request  for review of the claim denial as set forth in the “Appeal Procedures” sub-section below.    b. Appeal Procedures   If a claim has been denied by the Plan Administrator and the Claimant wishes further consideration and review of his or her  claim, he or she must file a written appeal of the denial of the claim to the Plan Administrator no later than sixty (60) days  after the receipt of the written notification of the Plan Administrator’s denial. In connection with his or her appeal, the  Claimant may request the opportunity to review relevant documents prior to submission of a written statement, submit  documents, records and comments in writing, and receive, upon request and free of charge, reasonable access to and copies  of all documents, records and other information relevant to the Claimant’s claim under the Plan. The review of the appeal  by the Plan Administrator will take into account all comments, documents, records and other information submitted by the  Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review  of the claim.    The Plan Administrator will notify the Claimant in writing (which notice may be electronic) of the Plan Administrator’s  decision with respect to its review of the appeal within sixty (60) days of the receipt of the request for a review of the claim.  Due to special circumstances, the Plan Administrator may extend the time to reach a decision with respect to the appeal of  the claim denial, in which case the Plan Administrator will notify the Claimant in writing before the expiration of the initial  60-day period as to the length of the extension and the special circumstances that necessitate such extension and render a  decision as soon as possible, but not later than one hundred twenty (120) days following the receipt of the Claimant’s request  for appeal.    If the appeal is denied, the Plan Administrator will set forth in writing (which notice may be electronic) the specific reasons  for the denial and references to the relevant Plan provisions on which the determination of the denial is based. The notice  will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to,  and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant’s right to  bring an action under Section 502(a) of ERISA.    Any decision on appeal will be final, conclusive and binding upon all parties.  If the appeal is denied, however, the Claimant  will be advised of his or her right to bring a civil action under Section 502(a) of the Employee Retirement Income Security  Act of 1974, as amended (“ERISA”) following a claim denial on appeal.      c. Exhaustion of Remedies under the Plan   A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part,  must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one  (1) year of the date the final decision on the adverse benefit determination on review is issued or should have been issued  or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be  strictly limited to the evidence timely presented to the Plan Administrator. A Claimant may bring an action under ERISA  only after he or she has exhausted the Plan’s claims and appeal procedures.    Article 13. Miscellaneous Provisions      •   The records of the Company with respect to employment history, compensation, absences, illnesses, and all other        relevant matters shall be conclusive for all purposes of this Plan.                                                   6   





 






•   The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the     requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not to conflict with the preceding     sentence, the construction and administration of the Plan shall be in accordance with the laws of the state of Illinois     applicable to contracts made and to be performed within the state of Illinois (without reference to its conflicts of law     provisions).      •   Nothing  contained in this  Plan  shall  be  held or  construed to create  any liability  upon  the  Company  to retain  any     employee in its service or to change the employee-at-will status of any employee. All employees shall remain subject     to the same terms and conditions of employment and discharge or discipline to the same extent as if the Plan had not     been put into effect. An employee’s failure to qualify for, or receive, a Severance Payment under the Plan shall not     establish any right to (i) continuation or reinstatement, or (ii) any benefits in lieu of Severance Payments.      •   The Company has the right to cancel a proposed termination of employment or reschedule a termination date at any     time before your employment terminates. You will not become eligible for Severance Payments if your termination        date is cancelled or if you voluntarily terminate employment before the termination date specified or rescheduled by     the Company.      •   Severance Payments under this Plan are not intended to duplicate such (i) payments and benefits as may be provided     to you under state, local, federal or non-US plant shut down, mass layoff or similar laws, such as the WARN Act or     (ii) payments in the nature of severance or separation pay, termination allowances or indemnities, and/or pay or benefits     in lieu of notice, pay and/or benefits for service during any notice period, or any similar type of payment or benefit     under any non-US plan, program or policy, under any non-US contract or agreement or between a union, works council     or other collective bargaining entity or employee representative and Knowles or any of its affiliates, or under applicable        non-US laws or regulations. Should payments or benefits under such laws or other arrangements become payable to     you, payments under this Plan will be offset or reduced (but not below zero) by all payments and benefits to which you     are entitled under such other laws or arrangements, or alternatively, Severance Payments previously paid under this     Plan will be treated as having been paid to satisfy such other benefit obligations to the extent permitted by applicable     law. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may     override other provisions in this Plan in doing so.        •   At all times, payments under the Plan shall be made from the general assets of the Company.      •   Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, the balance of the Plan        shall remain in effect, unless it is amended or terminated as provided in the Plan.      •   Except as required by law, the Severance Payments will not be subject to alienation, transfer, assignment, garnishment,        execution or levy of any kind, and any attempt to cause such payments to be so subjected will not be recognized.      •   If any overpayment is made under the Plan for any reason, the Plan Administrator will have the right to recover the        overpayment.      •   Knowles shall cause this Plan to be assumed by a successor of Knowles, whether such succession occurs by merger,        asset sale or otherwise.      •   Any notice or other written communication required or permitted pursuant to the terms of the Plan shall have been duly     given (i) immediately when delivered by hand, (ii) three days after being mailed by United States Mail, first class,     postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known        address, (iii) on the next business day after deposit with a courier or overnight delivery service post paid for next-day     delivery and addressed in accordance with the last known address, or (iv) immediately upon delivery by facsimile or     email to the telephone number or email address provided by a party for the receipt of notice.    Article 14. Definitions                                                   7   





 






Beneficial Owner          Shall have the meaning set forth in Rule 13d-3 under the “Securities Exchange Act of 1934”                            (“Exchange Act”), except that a “Person” shall not be deemed to be the “Beneficial Owner”                            of any securities which are properly reported on a Form 13-F.  Cause                  •   You  have  engaged  in  conduct  that  constitutes  willful  misconduct,  dishonesty,  or  gross                            negligence  in  the  performance  of  your  duties;  you  breach  your  fiduciary  duties  to  your                            employer; or your willful failure to carry out the lawful directions of the person(s) to whom                            you report;                                               •   You  have  engaged  in  conduct  which  is  demonstrably  and  materially  injurious  to  your                            employer, or that materially harms the reputation, good will, or business of your employer;                                                  •   You have engaged in conduct which is reported in the general or trade press or otherwise                            achieves general notoriety and which is scandalous, immoral or illegal;                                               •   You have been convicted of, or entered a plea of guilty or nolo contendere (or similar plea)                            to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving                            moral turpitude, dishonesty or fraud;                                                  •   You have been found liable in any Securities and Exchange Commission or other civil or                            criminal securities law action or any cease and desist order applicable to you is entered                            (regardless of whether or not you admit or deny liability);                                               •   You have used or disclosed, without authorization, confidential or proprietary information of                            Knowles or its Subsidiaries; you have breached any written agreement with the Company                            not to disclose any information pertaining to Knowles or its Subsidiaries or their customers,                            suppliers and businesses; or you have breached any agreement relating to non-solicitation,                            non-competition, or the ownership or protection of the intellectual property of Knowles or                            its Subsidiaries; or                         •   You have breached any of the Company’s policies applicable to you, whether currently in                            effect or adopted after the Effective Date of the Plan.                          Change-in-            A Change-in-Control shall be deemed to have taken place upon the occurrence of any of the  Control                following events:                                                  (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of                        Knowles  (not  including  in  the  securities  beneficially  owned  by  such  Person,  any  securities                        acquired directly from Knowles or its affiliates) representing 20% or more of either the then                        outstanding shares of common stock of Knowles or the combined voting power of Knowles’s                        then  outstanding  securities,  excluding  any  Person  who  becomes  such  a  Beneficial  Owner  in                        connection with a transaction described in clause (A) of sub-paragraph (iii) below. For purposes                        of this definition, the term “affiliate” shall mean any entity that directly or indirectly controls, is                         controlled by, or is under common control with Knowles; or                                                  (ii) the following individuals cease for any reason to constitute a majority of the members                        of Knowles’s Board of Directors then serving: individuals who, on the Effective Date of the Plan,                        constitute the Board and any new director (other than a director whose initial assumption of office                        is  in connection  with  an  actual  or threatened  election  contest, including  but  not  limited to a                        consent  solicitation,  relating  to  the  election  of  directors  of  Knowles)  whose  appointment  or                        election by the Board or nomination for election by Knowles’s stockholders was approved or                        recommended by a vote of at least two-thirds of the directors then still in office who either were                        directors  on  the  date  hereof  or  whose  appointment,  election  or  nomination  for  election  was                         previously so approved or recommended; or                                                  (iii) there is consummated a merger or consolidation of Knowles or any direct or indirect                        subsidiary of Knowles with any other corporation, other than (A) a merger or consolidation which                        would result in the voting securities of Knowles outstanding immediately prior to such merger or                        consolidation continuing to represent (either by remaining outstanding or by being converted into                         voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting                                                8     





 






                      power  of  the  voting  securities  of  Knowles  or  such  surviving  entity  or  any  parent  thereof                        outstanding immediately after such merger or consolidation, or (B) a merger or consolidation                        effected to implement a recapitalization of Knowles (or similar transaction) in which no Person                        is or becomes the Beneficial Owner, directly or indirectly, of securities of Knowles (not including                        in  the  securities  Beneficially  Owned  by  such  Person  any  securities  acquired  directly  from                        Knowles  or  its  affiliates)  representing  20%  or  more  of  either  the  then  outstanding  shares  of                        common  stock  of  Knowles  or  the  combined  voting  power  of  Knowles’s  then  outstanding                        securities; or                                                  (iv) the stockholders of Knowles approve a plan of complete liquidation or dissolution of                        Knowles  or  an  agreement  is  entered  into  for  the  sale  or  disposition  by  Knowles  of  all  or                        substantially  all  of  Knowles’s assets,  other  than  a  sale  or  disposition  by  Knowles  of  all  or                        substantially all of Knowles’s assets to an entity, at least 50% of the combined voting power of                        the voting securities of which are owned by stockholders of Knowles in substantially the same                        proportions as their ownership of Knowles immediately prior to such transaction or series of                         transactions.   Date of Termination   The date on which you incur a termination of employment or such other date on which you incur                        a “separation from service” determined under the provisions set forth in Section 1.409A-1(h) of                        the Treasury Regulations or any successor provisions. Pursuant to such provisions, you will be                        treated as no longer performing services for the Company when the level of services you perform                        for  the  Company  decreases  to  a  level  equal  to  20%  or  less  of  the  average  level  of  services                         performed by you during the immediately preceding thirty-six (36) months.                          Disability            Disability  shall  be  defined  as  set  forth  under  the Company-sponsored  Long-Term  Disability                        Benefits Plan that covers you, as such plan shall be in effect from time to time. Any dispute                        concerning whether you are deemed to have suffered a Disability for purposes of the Plan shall                        be  resolved  in  accordance  with  the  dispute  resolution  procedures  set  forth  in  the  Company-                        sponsored Long-Term Disability Benefits Plan in which you participate.  Good Reason            The occurrence of any of the following events without your written consent:                                               •   A material reduction in (i) the rate of your annual base salary (other than a salary reduction                           not to exceed 10% that applies to all other similarly-situated Eligible Executives in the Plan),                           (ii) the target level of your annual bonus, or (iii) the grant value to you of your long-term                           incentive awards;                                               •   Any material and adverse change in your title;                                               •   Any  material  and  adverse  reduction  in  your  authorities,  responsibilities,  or  reporting                           relationships; or                         •    The relocation of your principal place of employment to a location more than fifty (50)                           miles from your principal place of employment (unless such relocation does not increase                           your commute by more than twenty (20) miles), except for required travel on the Company’s                           business.  Plan Administrator    With respect to Severance Payments payable to the Chief Executive Officer, the Chief Financial                        Officer, or the Senior Vice President – Human Resources, the Compensation Committee. With                        respect to all other matters under the  Plan, the Senior Vice President- Human  Resources  of                         Knowles or successor position.  Person                Shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in                        Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Knowles or any of                        its affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan                        of Knowles or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant                        to  an  offering  of  such  securities  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by  the                        stockholders of Knowles in substantially the same proportions as their ownership of stock of                         Knowles.                                                9     





 






Subsidiary            An entity in which Knowles owns, directly or indirectly, at least 50% of the equity or voting                         interests     Article 15. Effective Date of Plan     The Plan, as set forth herein, is effective as of April 27, 2020.          SUMMARY OF ERISA RIGHTS     Your Rights Under ERISA     The Department of Labor has issued regulations that require the Plan Administrator to provide you with a statement of    your rights under ERISA with respect to this Plan. The following statement was designated by the Department of Labor to    satisfy this requirement and is presented accordingly.      As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan    participants are entitled to:      Receive Information About Your Plan and Benefits          1. Examine, without charge, all Plan documents and copies of all documents filed by Knowles with the Department of       Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. This includes       annual reports and Plan descriptions. All such documents are available for review from the Knowles Human       Resources Department.          2. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan,       including copies of the latest annual report (Form 5500 Series) and any updated summary plan description. The Plan       Administrator may charge you a reasonable fee for the copies.          3. Receive a summary of the Plan’s annual financial report. Once each year, the Plan Administrator will send you a       Summary Annual Report of the Plan’s financial activities at no charge.      Prudent Action by Fiduciaries     In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the    operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and    in the interest of you and other Plan participants.      No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to    prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA.      Enforcing Your Rights     If your claim for Severance Payments is denied or ignored in whole or in part, you have a right to receive a written    explanation of the reason for the denial, to obtain copies of documents related to the decision without charge, and to    appeal any denial, all within certain time schedules. You have the right to have your claim reviewed and reconsidered as    explained in the “Claims and Appeal Procedures” section.          Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the    Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may    require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials,    unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for    Severance Payments which is denied or ignored, in whole or in part, you may file suit in a state or federal court after you    have exhausted the Plan’s claims and appeal procedures as described in the section “Claims and Appeal Procedures”                                                 10     





 






hereof. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting  your rights, you may seek assistance from the Department of Labor, or you may file suit in a federal court.    The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you  sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds  your claim is frivolous.    Assistance with Your Questions   If you have any questions about the Plan, you should contact the Plan Administrator through the Knowles Human  Resources Department. They will be glad to help you. If you have any questions about this statement or about your rights  under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the  nearest Area Office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone  directory, or you may contact:    The Division of Technical Assistance and Inquiries   Employee Benefits Security Administration,   U.S. Department of Labor   200 Constitution Avenue, N.W.  Washington, DC 20210    You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications  hotline of the Employee Benefits Security Administration at 1-866-444-3272.    Administrative Facts      Plan Name                                      Knowles Corporation Senior Executive                                                 Change-in-Control Severance Plan                                                   Plan Sponsor                                   Knowles Corporation                                                 1151 Maplewood Drive                                                 Itasca, Illinois 60143                                                 630-250-5100                                                   Type of Plan                                   The Plan is a welfare benefit plan that provides                                                  severance benefits        Source of Contributions to Plan                Employer payments from general corporate assets   Plan Year                                      The Plan Year is January 1 through December 31   Employer Identification Number                 90-1002689   Plan Number                                    511  Plan Administrator                             Knowles Corporation                                                 1151 Maplewood Drive                                                 Itasca, Illinois 60143                                                 630-250-5100                                                   Agent for Receiving Service of Legal Process   General Counsel                                                 Knowles Corporation                                                 1151 Maplewood Drive                                                 Itasca, Illinois 60143                                                 630-250-5100                                                 Legal Process can also be served on the Plan                                                  Administrator                                               11   





 






Contact Information   If you have questions about this Plan, please contact Knowles Human Resources at the coordinates below and they will  provide you with this information.    Knowles Human Resources      Phone:    630-238-5100  Fax:     630-773-3744                                                     12