a151012209132019prsuform






                                                                   Exhibit 10.2                            MATERION CORPORATION                Performance-Based Restricted Stock Units Agreement                                                        WHEREAS, ___________________ (the “Grantee”) is an employee of   Materion Corporation, an Ohio corporation (the “Corporation”), or a Subsidiary; and               WHEREAS, the execution of an agreement in the form hereof (this   “Agreement”) has been authorized by resolution of the Compensation Committee (the   “Committee”) of the Board of Directors of the Corporation that was duly adopted on   ________ __, 2020.               NOW, THEREFORE, pursuant to the Materion Corporation 2006 Stock   Incentive Plan (As Amended and Restated as of May 3, 2017) (the “Plan”), and subject   to the terms and conditions thereof and the terms and conditions hereinafter set forth,   the Corporation hereby confirms to the Grantee the grant of (1) a targeted number of   _______ performance-based Restricted Stock Units to be earned, if at all, on the basis   of the achievement of the portion of the Management Objectives measured by ROIC   goals during the Performance Period (as defined below) (the “ROIC PRSUs”), and (2) a   targeted number of _______ performance-based Restricted Stock Units to be earned, if   at all, on the basis of the achievement of the portion of the Management Objectives   measured by RTSR goals during the Performance Period (the “RTSR PRSUs” and,   together with the ROIC PRSUs, the “PRSUs”), effective on __________, 20__ (the   “Date of Grant”).  Subject to the attainment of the Management Objectives described in   Section 3 of Article II of this Agreement and the Statement of Management Objectives   as approved by the Compensation Committee with respect to the PRSUs on the Date of   Grant (the “Statement of Management Objectives”), the Grantee may earn from 0% and     





 






200% of the ROIC PRSUs and from 0% and 200% of the RTSR PRSUs.  The award   evidenced hereby is not a Qualified Performance-Based Award.                                     ARTICLE I                                                                           DEFINITIONS               All terms used but not defined herein with initial capital letters that are   defined in the Plan shall have the meanings assigned to them in the Plan, and the   following terms, when used herein with initial capital letters, shall have the following   meanings:         1.    “Committee Determination Date” means the date following the end of the   Performance Period on which the Committee determines the level of attainment of the   Management Objectives for the Performance Period.         2.    “Management Objectives” means the threshold, target and maximum   goals established by the Committee for the Performance Period with respect to both   ROIC and RTSR as described in the Statement of Management Objectives.         3.    “Performance Period” means the three-year period commencing January   1, 20__ and ending on December 31, 20__.         4.    “Relative Total Shareholder Return” or “RTSR” has the meaning as set   forth in the Statement of Management Objectives.         5.    “Return on Invested Capital” or “ROIC” has the meaning as set forth in the   Statement of Management Objectives.     





 






                                 ARTICLE II                                                                    CERTAIN TERMS OF PRSUs         1.    Payment of PRSUs.  The PRSUs covered by this Agreement shall   become payable to the Grantee if they become nonforfeitable in accordance with   Sections 3, 4, 5 or 6 of Article II.         2.    PRSUs Non-Transferable.  The PRSUs covered by this Agreement and   any interest therein may be transferred or assigned only by will or pursuant to the laws   of descent and distribution prior to payment therefor.         3.    Normal Vesting of PRSUs.  Subject to the terms and conditions of   Sections 4, 5 and 6 of Article II, the Grantee’s right to receive Common Shares for the   ROIC PRSUs and/or Common Shares for the RTSR PRSUs, as applicable, shall   become nonforfeitable with respect to (a) 0% to 200% of the ROIC PRSUs on the basis   of the achievement of the portion of the Management Objectives measured by ROIC   goals during the Performance Period, and (b) 0% and 200% of the RTSR PRSUs on the   basis of the achievement of the portion of the Management Objectives measured by   RTSR goals during the Performance Period, in each case as set forth in the Statement   of Management Objectives. Except as otherwise provided herein, the Grantee’s right to   receive Common Shares for the ROIC PRSUs and/or Common Shares for the RTSR   PRSUs, as applicable, is contingent upon his or her remaining in the continuous employ   of the Company or a Subsidiary until the end of the Performance Period.         4.    Effect of Termination due to Death or Disability.  Notwithstanding the   provisions of Section 3 of Article II, 100% of the PRSUs shall immediately become   nonforfeitable and payable at the time described in Section 8 of Article II if the Grantee   dies or becomes permanently disabled while in the employ of the Corporation or a    





 






Subsidiary before the Committee Determination Date.  The Grantee shall be considered   to have become permanently disabled if the Grantee has suffered a permanent   disability within the meaning of the long-term disability plan of the Corporation in effect   for, or applicable to, the Grantee and is “disabled” within the meaning of Section   409A(a)(2)(C) of the Code.         5.    Effect of Termination due to Retirement.  Notwithstanding the continuous   employment provision of Section 3 of Article II above, but subject to the provisions of   Section 6 of Article II below, if the Grantee is at the time of such termination (a) at least   age 65 or (b) at least age 55 and has completed at least 10 years of continuous   employment with the Corporation or a Subsidiary, the PRSUs covered by this   Agreement shall continue to be eligible to become nonforfeitable in accordance with   Section 3 of this Article (and payable in accordance with Section 8 of Article II) as if the   Grantee continued to be employed until the end of the Performance Period.         6.    Change in Control.  Notwithstanding Sections 3 and 5 of Article II above,   the following alternative non-forfeitability provisions will apply to the PRSUs in the event   of a Change in Control occurring after the Date of Grant and prior to the PRSUs   becoming nonforfeitable in accordance with Section 3 of Article II:               (a)   Upon the Change in Control, 100% of the PRSUs shall become   nonforfeitable and payable in accordance with Section 8 of Article II, except to the   extent that an award meeting the requirements of Section 6(b) of Article II (a   “Replacement Award”) is provided to the Grantee in accordance with Section 6(b) of   Article II to replace or adjust the award of PRSUs covered by this Agreement (the   “Replaced Award”).     





 






            (b)   For purposes of this Agreement, a “Replacement Award” means an   award (i) of the same type (e.g., performance-based restricted stock units) as the   Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award,   (iii) that relates to publicly traded equity securities of the Corporation or its successor in   the Change in Control or another entity that is affiliated with the Corporation or its   successor following the Change in Control, (iv) if the Grantee holding the Replaced   Award is subject to U.S. federal income tax under the Code, the tax consequences of   which to such Grantee under the Code are not less favorable to such Grantee than the   tax consequences of the Replaced Award, and (v) the other terms and conditions of   which are not less favorable to the Grantee holding the Replaced Award than the terms   and conditions of the Replaced Award (including the provisions that would apply in the   event of a subsequent change in control).  A Replacement Award may be granted only   to the extent it does not result in the Replaced Award or Replacement Award failing to   comply with or be exempt from Section 409A of the Code.  Without limiting the   generality of the foregoing, the Replacement Award may take the form of a continuation   of the Replaced Award if the requirements of the two preceding sentences are satisfied.    The determination of whether the conditions of this Section 6(b) of Article II are satisfied   will be made by the Committee, as constituted immediately before the Change in   Control, in its sole discretion.               (c)   If, upon receiving a Replacement Award, the Grantee’s   employment with the Corporation or a Subsidiary (or any of their successors) (as   applicable, the “Successor”) is terminated by the Grantee as a Termination for Good   Cause or by the Successor other than as a Termination for Cause, in each case within a   period of two years after the Change in Control, 100% of the Replacement Award will    





 






become nonforfeitable and payable in accordance with Section 8 of Article II with   respect to the performance-based restricted stock units covered thereby.               (d)   “Termination for Cause” means a termination of Grantee’s   employment by the Successor for “Cause” (as defined in Section 10(f) of Article II).                 (e)   “Termination for Good Cause” shall mean the Grantee’s termination   of the Grantee’s employment with the Successor as a result of the occurrence of any of   the following:                     (i)   a change in the Grantee’s principal location of employment               that is greater than 50 miles from such location as of the date of this               Agreement without the Grantee’s consent; provided, however, that the               Grantee hereby acknowledges that the Grantee may be required to               engage in travel in connection with the performance of the Grantee’s               duties hereunder and that such travel shall not constitute a change in the               Grantee’s principal location of employment for purposes hereof;                     (ii)  a material diminution in the Grantee’s base compensation;                     (iii) a change in the Grantee’s position with the Successor               without the Grantee’s consent such that there is a material diminution in               the Grantee’s authority, duties or responsibilities; or                     (iv)  any other action or inaction that constitutes a material               breach by the Successor of the agreement, if any, under which the               Grantee provides services to the Successor or its subsidiaries.   Notwithstanding the foregoing, the Grantee’s termination of employment with the   Successor as a result of the occurrence of any of the foregoing shall not constitute a   “Termination for Good Cause” unless (A) the Grantee gives the Successor written    





 






notice of such occurrence within 90 days of such occurrence and such occurrence is not   cured by the Successor within 30 days of the date on which such written notice is   received by the Successor and (B) the Grantee actually terminates his or her   employment with the Successor prior to the 365th day following such occurrence.               (f)   If a Replacement Award is provided, notwithstanding anything in   this Agreement to the contrary, any outstanding PRSUs which at the time of the Change   in Control are not subject to a “substantial risk of forfeiture” (within the meaning of   Section 409A of the Code) will be deemed to be nonforfeitable at the time of such   Change in Control and will be paid as provided for in Section 8(b) of Article II.         7.    Forfeiture of PRSUs.  The PRSUs shall be forfeited to the extent they fail   to become nonforfeitable as of the Committee Determination Date and, except as   otherwise provided in Sections 4, 5 or 6 of Article II, if the Grantee ceases to be   employed by the Corporation or a Subsidiary at any time prior to such PRSUs becoming   nonforfeitable, or to the extent they are forfeited as provided in Section 9 of Article II.         8.    Form and Time of Payment of PRSUs.               (a)   General.  Except as otherwise provided for in Section 2 of Article III,   and subject to Section 7 and Section 8(b) of Article II, payment for the PRSUs that have   become nonforfeitable in accordance with Sections 3, 4, 5 or 6 of Article II shall be   made in the form of Common Shares between January 1, 20__ and March 15, 20__.               (b)   Alternative Payment Events.  Notwithstanding Section 8(a) of   Article II, and except as otherwise provided for in Section 2 of Article III, to the extent   that PRSUs have become nonforfeitable, then any issuance of the Common Shares   underlying such PRSUs (or payment of any other form of consideration into which the     





 






Common Shares underlying such PRSUs may have been converted) will be made on   an earlier date as follows:                     (i)   Death.  To the extent that PRSUs are nonforfeitable on the               date of Grantee’s death, payment for the PRSUs will be made on the date               of Grantee’s death;                     (ii)  Disability.  To the extent that PRSUs are nonforfeitable on               the date the Grantee becomes “disabled” within the meaning of               Section 409A(a)(2)(C) of the Code, payment for the PRSUs will be made               on the date the Grantee becomes disabled;                     (iii) Separation from Service.  To the extent that PRSUs are               nonforfeitable on the date of Grantee’s “separation from service”               (determined in accordance with Section 409A of the Code), payment for               the PRSUs will be made on the date of Grantee’s “separation from               service”; provided, however, that if the Grantee on the date of separation               from service is a “specified employee” (within the meaning of               Section 409A of the Code determined using the identification methodology               selected by the Company from time to time), payment for the PRSUs will               be made on the tenth day of the seventh month after the date of Grantee’s               separation from service or, if earlier, the date of Grantee’s death; and                     (iv)  Change of Control.  To the extent that PRSUs are               nonforfeitable on the date of a Change in Control, payment for the PRSUs               will be made on the date of the Change of Control; provided, however, that               if such Change in Control would not qualify as a permissible date of               distribution under Section 409A(a)(2)(A) of the Code, and the regulations    





 






            thereunder, and where Section 409A of the Code applies to such               distribution, payment will be made on the date that would have otherwise               applied pursuant to Section 8.         9.    Effect of Detrimental Activity.  Notwithstanding anything herein to the   contrary (other than Section 11 of Article III), if the Grantee, either during employment   by the Corporation or a Subsidiary or within one year after termination of such   employment, shall engage in any Detrimental Activity (as defined in Section 10 below)   and the Board shall so find, then the Grantee shall, upon notice of such finding:               (a)   Forfeit all PRSUs held by the Grantee.               (b)   With respect to any PRSUs that became nonforfeitable and were   paid pursuant to this Agreement, return to the Corporation any and all Common Shares   that were paid out under this Agreement that the Grantee has not then disposed of.                (c)   With respect to any and all Common Shares subject to the PRSUs   covered by this Agreement that (i) became nonforfeitable and were paid pursuant to this   Agreement within a period of one year prior to the date of the commencement of such   Detrimental Activity and (ii) the Grantee has disposed of, pay to the Corporation the   cash value of such Common Shares on the date the respective PRSUs were paid.                 (d)   To the extent that such amounts are not paid to the Corporation,   the Corporation may, to the extent permitted by law, set off the amounts so payable to it   against any amounts that may be owing from time to time by the Corporation or a   Subsidiary to the Grantee, whether as wages, deferred compensation or vacation pay or   in the form of any other benefit or for any other reason, except that no such set-off shall   be permitted against any amount that constitutes “deferred compensation” within the   meaning of Section 409A of the Code.    





 






      10.   Definition of Detrimental Activity.  For purposes of this Agreement, the   term “Detrimental Activity” shall include:                (a)   (i)   Engaging in any activity in violation of the section entitled   “Competitive Activity; Confidentiality; Non-solicitation” in the Severance Agreement   between the Corporation and the Grantee, if any such agreement is in effect on the date   of this Agreement, or in violation of any corresponding provision in any other agreement   between the Corporation and the Grantee in effect on the date of this Agreement   providing for the payment of severance compensation; or                     (ii)  If no such severance agreement is in effect as of the date of               this Agreement, or if such severance agreement does not contain a               section corresponding to “Competitive Activity; Confidentiality; Non-              solicitation”:               A.    Competitive Activity During Employment.  Competing with the                     Corporation anywhere within the United States during the term of                     the Grantee’s employment, including, without limitation:                     (1)   entering into or engaging in any business which competes                           with the business of the Corporation;                     (2)   soliciting customers, business, patronage or orders for, or                           selling, any products or services in competition with, or for                           any business that competes with, the business of the                           Corporation;                     (3)   diverting, enticing or otherwise taking away any customers,                           business, patronage or orders of the Corporation or                           attempting to do so; or    





 






      (4)   promoting or assisting, financially or otherwise, any person,               firm, association, partnership, corporation or other entity               engaged in any business which competes with the business               of the Corporation.   B.    Following Termination.  For a period of one year following the         Grantee’s termination date:         (1)   entering into or engaging in any business which competes               with the Corporation’s business within the Restricted               Territory (as hereinafter defined);         (2)   soliciting customers, business, patronage or orders for, or               selling, any products or services in competition with, or for               any business, wherever located, that competes with, the               Corporation’s business within the Restricted Territory;         (3)   diverting, enticing or otherwise taking away any customers,               business, patronage or orders of the Corporation within the               Restricted Territory, or attempting to do so; or         (4)   promoting or assisting, financially or otherwise, any person,               firm, association, partnership, corporation or other entity               engaged in any business which competes with the               Corporation’s business within the Restricted Territory.         For the purposes of Sections 10(a)(ii)(A) and (B) above, inclusive,         but without limitation thereof, the Grantee will be in violation thereof         if the Grantee engages in any or all of the activities set forth therein         directly as an individual on the Grantee’s own account, or indirectly                 





 






      as a partner, joint venturer, employee, agent, salesperson,         consultant, officer and/or director of any firm, association,         partnership, corporation or other entity, or as a stockholder of any         corporation in which the Grantee or the Grantee’s spouse, child or         parent owns, directly or indirectly, individually or in the aggregate,         more than five percent (5%) of the outstanding stock.   C.    The “Corporation.”  For the purposes of this Section 10(a)(ii) of         Article II, the “Corporation” shall include all direct and indirect         subsidiaries, parents, and affiliated, or related companies of the         Corporation for which the Grantee worked or had responsibility at         the time of termination of the Grantee’s employment and at any         time during the two-year period prior to such termination.   D.    The “Corporation’s business.”  For the purposes of this Section 10         of Article II inclusive, the Corporation’s business is defined to be the         integrated production of high performance advanced engineered         materials used in a variety of electrical, electronic, thermal and         structural applications serving the consumer electronics, industrial         components and commercial aerospace, defense and science,         medical, energy, automotive electronics, telecommunications         infrastructure and appliance markets, as further described in any         and all manufacturing, marketing and sales manuals and materials         of the Corporation as the same may be altered, amended,         supplemented or otherwise changed from time to time, or of any                  





 






      other products or services substantially similar to or readily         substitutable for any such described products and services.   E.    “Restricted Territory.”  For the purposes of Section 10(a)(ii)(B) of         Article II, the “Restricted Territory” shall be defined as and limited         to:         (1)   the geographic area(s) within a one hundred mile radius of               any and all Corporation location(s) in, to, or for which the               Grantee worked, to which the Grantee was assigned or had               any responsibility (either direct or supervisory) at the time of               termination of the Grantee’s employment and at any time               during the two-year period prior to such termination; and         (2)   all of the specific customer accounts, whether within or               outside of the geographic area described in (1) above, with               which the Grantee had any contact or for which the Grantee               had any responsibility (either direct or supervisory) at the               time of termination of the Grantee’s employment and at any               time during the two-year period prior to such termination.   F.    “Extension.”  If it shall be judicially determined that the Grantee has         violated any of the Grantee’s obligations under Section 10(a)(ii)(B)         of Article II of this Agreement, then the period applicable to each         obligation that the Grantee shall have been determined to have         violated shall automatically be extended by a period of time equal in         length to the period during which such violation(s) occurred.                  





 






            (b)   Non-Solicitation.  Except as otherwise provided in Section 10(a)(i)   of Article II, Detrimental Activity shall also include directly or indirectly at any time   soliciting or inducing or attempting to solicit or induce any employee(s), sales   representative(s), agent(s) or consultant(s) of the Corporation and/or of its parents, or   its other subsidiaries or affiliated or related companies to terminate their employment,   representation or other association with the Corporation and/or its parent or its other   subsidiary or affiliated or related companies.               (c)   Further Covenants.  Except as otherwise provided in Section   10(a)(i) of Article II, Detrimental Activity shall also include:                     (i)   directly or indirectly, at any time during or after the Grantee’s               employment with the Corporation, disclosing, furnishing, disseminating,               making available or, except in the course of performing the Grantee’s               duties of employment, using any trade secrets or confidential business               and technical information of the Corporation or its customers or vendors,               including without limitation as to when or how the Grantee may have               acquired such information.  Such confidential information shall include,               without limitation, the Corporation’s unique selling, manufacturing and               servicing methods and business techniques, training, service and               business manuals, promotional materials, training courses and other               training and instructional materials, vendor and product information,               customer and prospective customer lists, other customer and prospective               customer information and other business information.  The Grantee               specifically acknowledges that all such confidential information, whether               reduced to writing, maintained on any form of electronic media, or    





 






            maintained in the Grantee’s mind or memory and whether compiled by the               Corporation, and/or the Grantee, derives independent economic value               from not being readily known to or ascertainable by proper means by               others who can obtain economic value from its disclosure or use, that               reasonable efforts have been made by the Corporation to maintain the               secrecy of such information, that such information is the sole property of               the Corporation and that any retention and use of such information by the               Grantee during the Grantee’s employment with the Corporation (except in               the course of performing the Grantee’s duties and obligations to the               Corporation) or after the termination of the Grantee’s employment shall               constitute a misappropriation of the Corporation’s trade secrets.                     (ii)  Upon termination of the Grantee’s employment with the               Corporation, for any reason, the Grantee’s failure to return to the               Corporation, in good condition, all property of the Corporation, including               without limitation, the originals and all copies of any materials which               contain, reflect, summarize, describe, analyze or refer or relate to any               items of information listed in Section 10(c)(i) of Article II.               (d)   Discoveries and Inventions.  Except as otherwise provided in   Section 10(a)(i) of Article II, Detrimental Activity shall also include the failure or refusal   of the Grantee to assign to the Corporation, its successors, assigns or nominees, all of   the Grantee’s rights to any discoveries, inventions and improvements, whether   patentable or not, made, conceived or suggested, either solely or jointly with others, by   the Grantee while in the Corporation’s employ, whether in the course of the Grantee’s   employment with the use of the Corporation’s time, material or facilities or that is in any    





 






way within or related to the existing or contemplated scope of the Corporation’s   business.  Any discovery, invention or improvement relating to any subject matter with   which the Corporation was concerned during the Grantee’s employment and made,   conceived or suggested by the Grantee, either solely or jointly with others, within one   year following termination of the Grantee’s employment under this Agreement or any   successor agreements shall be irrebuttably presumed to have been so made, conceived   or suggested in the course of such employment with the use of the Corporation’s time,   materials or facilities.  Upon request by the Corporation with respect to any such   discoveries, inventions or improvements, the Grantee will execute and deliver to the   Corporation, at any time during or after the Grantee’s employment, all appropriate   documents for use in applying for, obtaining and maintaining such domestic and foreign   patents as the Corporation may desire, and all proper assignments therefor, when so   requested, at the expense of the Corporation, but without further or additional   consideration.               (e)   Work Made For Hire.  Except as otherwise provided in Section   10(a)(i) of Article II, Detrimental Activity shall also include violation of the Corporation’s   rights in any or all work papers, reports, documentation, drawings, photographs,   negatives, tapes and masters therefor, prototypes and other materials (hereinafter,   “items”), including without limitation, any and all such items generated and maintained   on any form of electronic media, generated by Grantee during the Grantee’s   employment with the Corporation.  The Grantee acknowledges that, to the extent   permitted by law, all such items shall be considered a “work made for hire” and that   ownership of any and all copyrights in any and all such items shall belong to the   Corporation.  The item will recognize the Corporation as the copyright owner, will    





 






contain all proper copyright notices, e.g., “(creation date) [Corporation Name], All Rights   Reserved,” and will be in condition to be registered or otherwise placed in compliance   with registration or other statutory requirements throughout the world.               (f)   Termination for Cause.  Except as otherwise provided in Section   10(a)(i) of Agreement, Detrimental Activity shall also include activity that results in   termination for Cause.  For the purposes of this Section 10, “Cause” shall mean that,   the Grantee shall have:                     (i)   been convicted of a criminal violation involving fraud,               embezzlement, theft or violation of federal antitrust statutes or federal               securities laws in connection with his duties or in the course of his               employment with the Corporation or any affiliate of the Corporation;                     (ii)  committed intentional wrongful damage to property of the               Corporation or any affiliate of the Corporation; or                     (iii) committed intentional wrongful disclosure of secret               processes or confidential information of the Corporation or any affiliate of               the Corporation;         and any such act shall have been demonstrably and materially harmful to the  Corporation.               (g)   Other Injurious Conduct.  Detrimental Activity shall also include any   other conduct or act determined to be injurious, detrimental or prejudicial to any   significant interest of the Corporation or any subsidiary unless the Grantee acted in   good faith and in a manner he or she reasonably believed to be in or not opposed to the   best interests of the Corporation.     





 






            (h)   Reasonableness.  The Grantee acknowledges that the Grantee’s   obligations under this Section 10 of Article II of this Agreement are reasonable in the   context of the nature of the Corporation’s business and the competitive injuries likely to   be sustained by the Corporation if the Grantee were to violate such obligations.  The   Grantee further acknowledges that this Agreement is made in consideration of, and is   adequately supported by the agreement of the Corporation to perform its obligations   under this Agreement and by other consideration, which the Grantee acknowledges   constitutes good, valuable and sufficient consideration.               (i)   Acknowledgement.  Notwithstanding anything in this Agreement to   the contrary, nothing in this Agreement prevents the Grantee from providing, without   prior notice to the Corporation, information to governmental authorities regarding   possible legal violations or otherwise testifying or participating in any investigation or   proceeding by any governmental authorities regarding possible legal violations, and for   purpose of clarity the Grantee is not prohibited from providing information voluntarily to   the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.         11.   Dividend Equivalents.  From and after the Date of Grant and until the   earlier of (a) the time when the PRSUs become nonforfeitable and are paid in   accordance with Sections 3 and 8 of Article II or (b) the time when the Grantee’s right to   receive Common Shares in payment of the PRSUs is forfeited in accordance with   Section 7 of Article II, on the date that the Corporation pays a cash dividend (if any) to   holders of Common Shares generally, the Grantee shall be entitled to a number of   additional whole PRSUs (rounded up or down to the nearest whole PRSU) determined   by dividing (i) the product of (A) the dollar amount of the cash dividend paid per   Common Share on such date and (B) the total number of PRSUs covered by this    





 






Agreement (including dividend equivalents credited with respect thereto) previously   credited to the Grantee as of such date, by (ii) the Market Value per Share on such   date.  Such dividend equivalents (if any) shall be subject to the same terms and   conditions and shall be paid or forfeited in the same manner and at the same time as   the PRSUs to which the dividend equivalents were credited.         12.   Relation to Severance Agreement.  Sections 6 and 8 of Article II shall   supersede the provisions of any severance agreement between the Grantee and the   Corporation in effect on the Date of Grant that provide for earlier vesting or payment of   the PRSUs covered by this Agreement in the event of a Change in Control.                                    ARTICLE III                                                                      GENERAL PROVISIONS         1.    Compliance with Law.  The Corporation shall make reasonable efforts to   comply with all applicable federal and state securities laws; provided, however,   notwithstanding any other provision of this Agreement, the Corporation shall not be   obligated to issue any Common Shares pursuant to this Agreement if the issuance   thereof would result in a violation of any such law.           2.    Adjustments.  The PRSUs and the number of Common Shares issuable   for each PRSU and the other terms and conditions of the grant evidenced by this   Agreement are subject to adjustment as provided in Section 11 of the Plan.         3.    Withholding Taxes.  If the Corporation or any Subsidiary shall be required   to withhold any federal, state, local or foreign tax or other amounts in connection with   any issuance, vesting or payment of Common Shares or other securities pursuant to   this Agreement, the Grantee shall pay the tax or make arrangements that are   satisfactory to the Corporation or such Subsidiary for the payment thereof.  With respect    





 






to the PRSUs, the Grantee shall satisfy such withholding obligation by surrendering to   the Corporation or such Subsidiary a portion of the Common Shares subject to the   PRSUs that are covered by this Agreement and the Common Shares so surrendered by   the Grantee shall be credited against any such withholding obligation at the fair market   value per Common Share on the date of such surrender.  In no event shall the fair   market value of the Common Shares to be withheld and delivered pursuant to this   Section 3 of Article III to satisfy applicable withholding taxes exceed the minimum   amount required to be withheld, unless (a) an additional amount can be withheld or   delivered, and not result in adverse accounting or other consequences as reasonably   determined by the Committee (it being understood that the failure of such reasonable   determination to be correct shall not constitute a violation of the terms of the Plan), and   (b) it is permitted by the Committee.         4.    Continuous Employment.  For purposes of this Agreement, the continuous   employment of the Grantee with the Corporation or a Subsidiary shall not be deemed to   have been interrupted, and the Grantee shall not be deemed to have ceased to be an   employee of the Corporation or a Subsidiary, by reason of the transfer of his   employment among the Corporation and its Subsidiaries or a leave of absence   approved by the Board.         5.    No Employment Contract; Right to Terminate Employment.  The grant of   the PRSUs covered by this Agreement to the Grantee is a voluntary, discretionary   award being made on a one-time basis and it does not constitute a commitment to   make any future awards.  The grant of the PRSUs under this Agreement and any   payments made hereunder will not be considered salary or other compensation for   purposes of any severance pay or similar allowance, except as otherwise required by    





 






law.  Nothing in this Agreement will give the Grantee any right to continue employment   with the Corporation or any Subsidiary, as the case may be, or interfere in any way with   the right of the Corporation or a Subsidiary to terminate the employment of the Grantee   at any time.         6.    Information.  Information about the Grantee and the Grantee’s   participation in the Plan may be collected, recorded and held, used and disclosed for   any purpose related to the administration of the Plan.  The Grantee understands that   such processing of this information may need to be carried out by the Corporation and   its Subsidiaries and by third party administrators whether such persons are located   within the Grantee’s country or elsewhere, including the United States of America.  The   Grantee consents to the processing of information relating to the Grantee and the   Grantee’s participation in the Plan in any one or more of the ways referred to above.         7.    Amendments.  Any amendment to the Plan shall be deemed to be an   amendment to this Agreement to the extent that the amendment is applicable hereto;   provided, however, that no amendment shall adversely affect the rights of the Grantee   under this Agreement without the Grantee’s consent (provided, however, that the   Grantee’s consent shall not be required to an amendment that is deemed necessary by   the Corporation to comply with Section 409A of the Code or Section 10D of the   Exchange Act).         8.    Severability.  In the event that one or more of the provisions of this   Agreement shall be invalidated for any reason by a court of competent jurisdiction, any   provision so invalidated shall be deemed to be separable from the other provisions   hereof, and the remaining provisions hereof shall continue to be valid and fully   enforceable.    





 






      9.    Governing Law.  This Agreement is made under, and shall be construed in   accordance with, the internal substantive laws of the State of Ohio.         10.   Compliance with Section 409A of the Code.  To the extent applicable, it is   intended that this Agreement and the Plan comply with the provisions of Section 409A   of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code   do not apply to the Grantee.  This Agreement and the Plan shall be administered in a   manner consistent with this intent.  Reference to Section 409A of the Code is to Section   409A of the Internal Revenue Code of 1986, as amended, and will also include any   proposed, temporary or final regulations, or any other guidance promulgated with   respect to such Section by the U.S. Department of the Treasury or the Internal Revenue   Service.         11.   Subject to Clawback Policy.  Notwithstanding anything in this Agreement   to the contrary, subject to any contrary determination by the Committee, the Grantee   acknowledges and agrees that this Agreement and the PRSUs covered by this   Agreement are subject to the terms and provisions of the Corporation’s clawback policy   (if any) as may be in effect from time to time to the extent provided for under such   policies, including specifically to implement Section 10D of the Exchange Act and any   applicable rules or regulations promulgated thereunder (including applicable rules and   regulations of any national securities exchange on which the Common Shares may be   traded) (the “Compensation Recovery Policy”), and that Section 9 of Article II and this   Section 11 of Article III shall be deemed superseded by and subject to the terms and   conditions of the Compensation Recovery Policy from and after the effective date   thereof.       





 






      12.   Electronic Delivery.  The Corporation may, in its sole discretion, deliver   any documents related to the PRSUs and the Grantee’s participation in the Plan, or   future awards that may be granted under the Plan, by electronic means or request the   Grantee’s consent to participate in the Plan by electronic means.  The Grantee hereby   consents to receive such documents by electronic delivery and, if requested, agrees to   participate in the Plan through an on-line or electronic system established and   maintained by the Corporation or another third party designated by the Corporation.         13.   Acknowledgement.  The Grantee acknowledges that the Grantee (a) has   received a copy of the Plan, (b) has had an opportunity to review the terms of this   Agreement and the Plan, (c) understands the terms and conditions of this Agreement   and the Plan and (d) agrees to such terms and conditions.         14.   Successors and Assigns.  Without limiting Section 2 of Article II hereof,   the provisions of this Agreement shall inure to the benefit of, and be binding upon, the   successors, administrators, heirs, legal representatives and assigns of the Grantee, and   the successors and assigns of the Corporation.           15.   Counterparts.  This Agreement may be executed in one or more   counterparts, each of which shall be deemed to be an original but all of which together   will constitute one and the same agreement.                          [SIGNATURES ON NEXT PAGE]     





 






               The undersigned Grantee hereby accepts the awards covered by this   Performance-Based Restricted Stock Units Agreement on the terms and conditions set   forth herein.   Dated:                                                                                                                 Grantee                  Executed in the name of and on behalf of the Corporation at Mayfield   Heights, Ohio as of this __ day of __________ 20__.                                          MATERION CORPORATION                                                                                                                           By                                                                                          





 






                        Statement of Management Objectives   This Statement of Management Objectives applies to the performance-based Restricted  Stock Units granted to the Grantee on the Date of Grant and applies with respect to the  Performance-Based Restricted Stock Units Agreement between the Company and the  Grantee  (the  “Agreement”).   Capitalized  terms  used  in  the  Agreement  that  are  not  specifically  defined  in  this  Statement  of  Management  Objectives  have  the  meanings  assigned to them in the Agreement or in the Plan, as applicable.   Section 1.  Definitions.  For purposes hereof:         (a)   “Peer Group” means, of a benchmark group of __ entities, the names of              which are attached hereto as Annex A, those entities that remain in the Peer              Group as of the end of the Performance Period after application of the Peer              Group Adjustment Protocol.         (b)   “Peer Group Adjustment Protocol” means:  (i) if an entity listed in Annex A              files  for  bankruptcy  and/or  liquidation,  is  operating  under  bankruptcy              protection, or is delisted from its primary stock exchange because it fails to              meet the exchange listing requirement, then such entity will remain in the              Peer Group, but RTSR for the Performance Period will be calculated as if              such  entity  achieved  Total  Shareholder  Return  placing  it  at  the  bottom              (chronologically, if more than one such entity) of the Peer Group; (ii) if, by              the last day of the Performance Period, an entity listed in Annex A has been              acquired and/or is no longer existing as a public company that is traded on              its  primary  stock  exchange  (other  than  for  the  reasons  as  described  in              subsection (i) above), then such entity will not remain in the Peer Group and              RTSR for the Performance Period will be calculated as if such entity had              never  been  a  member  of  the  Peer  Group;  and  (iii)  except  as  otherwise              described in subsection (i) and (ii) above, for purposes of this Statement of              Management  Objectives, for each  of  the  entities  listed  in Annex  A,  such              entity shall be deemed to include any successor to all or substantially all of              the primary business of such entity at end of the Performance Period.         (c)   “Relative Total Shareholder Return” or “RTSR” means the percentile              rank of the Corporation’s Total Shareholder Return among the Total              Shareholder Returns of all members of the Peer Group, ranked in              descending order, at the end of the Performance Period.  Percentile will              be calculated using the Microsoft Excel Percentile Function method.          (d)   “Return on Invested Capital” or “ROIC” means the Corporation’s annual              adjusted operating profit before tax divided by the sum of short- and long-             term net debt (minus cash) plus equity.   “Equity” excludes the items within              other comprehensive income (namely, pension valuation adjustment,              derivative valuation adjustment and the cumulative translation              adjustment).  The measurement of the 20__ ROIC will be the average              ROIC for 20__, 20__, and 20__ using the beginning (December 31 of the              revious year) and ending (December 31 of the current year) invested              capital.     





 






                   (e)   “Total Shareholder Return” means, with respect to each of the Common              Shares and the common stock of each of the members of the Peer Group,              a rate of return reflecting stock price appreciation, plus the reinvestment of              dividends in additional shares of stock, from the beginning of the              Performance Period through the end of the Performance Period.  For              purposes of calculating Total Shareholder Return for each of the Company              and the members of the Peer Group, the beginning stock price will be              based on the average closing stock price for the 30 calendar days              immediately preceding January 1, 20__ on the principal stock exchange              on which the stock then traded and the ending stock price will be based on              the average closing stock price for the 30 calendar days immediately              preceding January 1, 20__ on the principal stock exchange on which the              stock then trades.   Section 2.  Performance Matrices.         From 0% to 200% of the ROIC PRSUs will be earned based on achievement of  the portion of the Management Objectives measured by ROIC goals during the  Performance Period, and from 0% to 200% of the RTSR PRSUs will be earned based  on achievement of the portion of the Management Objectives measured by RTSR goals  during the Performance Period, in each case as follows:       Performance Level       Return on Invested Capital       ROIC PRSUs                                                                  Earned       Below Threshold                Below __%                     0%          Threshold                      __%                       50%            Target                       __%                      100%          Maximum                    __% or greater               200%                                               Performance Level    Relative Total Shareholder Return   RTSR PRSUs                                                                  Earned       Below Threshold        Ranked below __th percentile          0%          Threshold             Ranked at __th percentile          50%            Target              Ranked at __th percentile         100%          Maximum           Ranked at or above __th percentile    200%   Section 3.  Number of PRSUs Earned.  Following the Performance Period, on the              Committee Determination Date, the Committee shall determine whether              and to what extent the goals relating to the Management Objectives have              been satisfied for the Performance Period and shall determine the number              of PRSUs that shall become nonforfeitable hereunder and under the              Agreement on the basis of the following:         (a)   Below Threshold.  If, upon the conclusion of the Performance Period,              (i) ROIC for the Performance Period falls below the threshold level, as set              forth in the Performance Matrices, no ROIC PRSUs shall become    





 






                      nonforfeitable and (ii) RTSR for the Performance Period falls below the        threshold level, as set forth in the Performance Matrices, no RTSR PRSUs        shall become nonforfeitable.   (b)   Threshold.  If, upon the conclusion of the Performance Period, (i) ROIC for        the Performance Period equals the threshold level, as set forth in the        Performance Matrices, 50% of the ROIC PRSUs (rounded down to the        nearest whole number of ROIC PRSUs) shall become nonforfeitable, and        (ii) RTSR for the Performance Period equals the threshold level, as set        forth in the Performance Matrices, 50% of the RTSR PRSUs (rounded        down to the nearest whole number of RTSR PRSUs) shall become        nonforfeitable.    (c)  Between Threshold and Target.  If, upon the conclusion of the        Performance Period, (i) ROIC for the Performance Period exceeds the        threshold level, but is less than the target level, as set forth in the        Performance Matrices, a percentage between 50% and 100% (determined        on the basis of straight-line mathematical interpolation) of the ROIC        PRSUs (rounded down to the nearest whole number of ROIC PRSUs)        shall become nonforfeitable, and (ii) RTSR for the Performance Period        exceeds the threshold level, but is less than the target level, as set forth in        the Performance Matrices, a percentage between 50% and 100%        (determined on the basis of straight-line mathematical interpolation) of the        RTSR PRSUs (rounded down to the nearest whole number of RTSR        PRSUs) shall become nonforfeitable.   (d)   Target.  If, upon the conclusion of the Performance Period, (i) ROIC for        the Performance Period equals the target level, as set forth in the        Performance Matrices, 100% of the ROIC PRSUs shall become        nonforfeitable, and (ii) RTSR for the Performance Period equals the target        level, as set forth in the Performance Matrices, 100% of the RTSR PRSUs        shall become nonforfeitable.   (e)   Between Target and Maximum.  If, upon the conclusion of the        Performance Period, (i) ROIC for the Performance Period exceeds the        target level, but is less than the maximum level, as set forth in the        Performance Matrices, a percentage between 100% and 200%        (determined on the basis of straight-line mathematical interpolation) of the        ROIC PRSUs (rounded down to the nearest whole number of ROIC        PRSUs) shall become nonforfeitable, and (ii) RTSR for the Performance        Period exceeds the target level, but is less than the maximum level, as set        forth in the Performance Matrices, a percentage between 100% and 200%        (determined on the basis of straight-line mathematical interpolation) of the        RTSR PRSUs (rounded down to the nearest whole number of RTSR        PRSUs) shall become nonforfeitable.   (f)   Equals or Exceeds Maximum.  If, upon the conclusion of the Performance        Period, (i) ROIC for the Performance Period equals or exceeds the        maximum level, as set forth in the Performance Matrices, 200% of the                 





 






                ROIC PRSUs shall become nonforfeitable, and (ii) RTSR for the  Performance Period equals or exceeds the maximum level, as set forth in  the Performance Matrices, 200% of the RTSR PRSUs shall become  nonforfeitable.                  





 






                                                                     Annex A                    2020 Peer Group   Company Name                           Ticker Symbol                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





 






                                                                       EXHIBIT A                            MATERION CORPORATION                           BENEFICIARY DESIGNATIONS         In  accordance  with  the  terms  and  conditions  of  the  Materion  Corporation  2006  Stock Incentive Plan (As Amended and Restated as of May 3, 2017) (the “Plan”), I hereby  designate the person(s) indicated below as my beneficiary(ies) to receive any amounts  payable under said Plan after my death.         Name    _________________________________________________________         Address  _________________________________________________________          _______________________________________________________________          _______________________________________________________________         Social Sec. Nos. of Beneficiary(ies)                                                                                     Relationship(s)                                                                 Date(s) of Birth                                                                 In the event that the above-named beneficiary(ies) predecease(s) me, I hereby  designate the following person as beneficiary(ies);         Name    _________________________________________________________         Address  _________________________________________________________          _______________________________________________________________          _______________________________________________________________         Social Sec. Nos. of Beneficiary(ies)                                            Relationship(s)                                                                 Date(s) of Birth                                                                 I  hereby  expressly  revoke  all  prior  designations  of  beneficiary(ies),  reserve  the  right to change the beneficiary(ies) herein designated and agree that the rights of said  beneficiary(ies) shall be subject to the terms of the Plan.  In the event that there is no  beneficiary living at the time of my death, I understand that the amounts payable under  the Plan will be paid to my estate                                                                                      Date                 (Signature)                                                                                                        (Print or type name