knowlescorporationexecut






                               KNOWLES CORPORATION                               EXECUTIVE SEVERANCE PLAN                        (As Amended and Restated Effective April 27, 2020)                                                                                        Introduction   This Knowles Corporation Executive Severance Plan (the “Plan”) sets forth the policy of Knowles Corporation,  a Delaware corporation (“Knowles”), and each of its Subsidiaries (as defined in Article 13) 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 Executive 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 13 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 of Knowles, 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) and, on the date of a covered        termination of employment, 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.   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  the  Knowles  Corporation  Senior        Executive Change-in-Control Severance Plan (the “Executive Change-in-Control Plan”), you shall not be        eligible to receive Severance Payments under this 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 your employment  is terminated by the Company without “Cause” (“Termination Without Cause”).   Article 3.  What Events Make You Ineligible for Severance Payments under the Plan    You will only by 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 elect to terminate your employment with the Company or a successor for        any reason, including without limitation, retirement (“Voluntary Termination”).         





 






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 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 it applicable affiliate.  To the extent              that Knowles or its applicable affiliate 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, 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   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”):         Base  Salary  continuation  for  a  twelve  (12)  month  period  following  your  Date  of  Termination  (the        “Severance Pay Period”), plus  an additional monthly amount equal  to  the then cost  of the  applicable        premium for COBRA health continuation coverage for yourself and covered family members based on        the type and level of health coverage in effect on your Date of Termination, if any, for the lesser of the        Severance Period or the period that you receive COBRA benefits, with such payments to commence sixty        (60) days from your Date of Termination, retroactive to your Date of Termination, provided that you have        executed and not revoked a general release of claims against the Company within forty-five (45) days        following the date of termination or should you later revoke or violate the Separation Agreement and        Release, as set forth below;                                       2 





 






     An additional Severance Payment equal to a pro rata portion (based upon the completed calendar months        worked in the year in which your Date of Termination occurs), of the target annual incentive bonus payable        for the year in which your Date of Termination occurs, with such amount to be payable when an annual        incentive bonus is regularly paid to employees for the year in which your Date of Termination occurs,        which amount may, in the discretion of the Compensation Committee (or, if applicable, the manager who        approves your bonus) be reduced based upon attainment of the performance criteria applicable to your        award for the year 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 a non-competition and non-solicitation restriction for the duration of the Severance Pay        Period, as more fully to be 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 and you shall refund any        Severance Payments made to you.        Notwithstanding any other provision of this Plan to the contrary, in the event that you become entitled to        severance benefits under the Executive Change-in-Control Plan as a result of a covered termination within        the three month period preceding a change-in-control, your Severance Benefits paid under this Plan shall        reduce 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”).   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)                                       3 





 






months plus one (1) day after 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.  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;        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.                                        4 





 






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 10. 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.  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.     Article 11. 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. 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  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                                       5 





 






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 12. 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.         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.                                       6 





 






     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 13. Definitions   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                                        7 





 






                  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.   Date of         The date on which you incur a termination of employment or such other date  Termination     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.   Plan            With respect to Severance Payments payable to the Chief Executive Officer,  Administrator   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.   Subsidiary      An entity in which Knowles owns, directly or indirectly, at least 50% of the                  equity or voting interests.                                          8 





 






Article 14. Effective Date of Plan    The Plan, as set forth herein, is effective as of April 27, 2020.                                        9 





 






   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.                                                                            10 





 






   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” 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 Executive                                 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                                                                                                           11 





 






   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                    510                                   Plan Administrator             Knowles Corporation                                 1151 Maplewood Drive                                 Itasca, Illinois 60143                                 630-250-5100                                   Agent for Receiving Service of General Counsel  Legal Process                  Knowles Corporation                                 1151 Maplewood Drive                                 Itasca, Illinois 60143                                 630-250-5100                                 Legal Process can also be served on the Plan                                 Administrator    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