EXHIBIT 10.3
THIRD AMENDMENT
TO
BRUSH ENGINEERED MATERIALS INC.
AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN II
The Brush Engineered Materials Inc. Amended and Restated Executive Deferred Compensation Plan
II (the “Plan”), adopted on June 29, 2008, is here by amended in the following respects effective
March 8, 2011, for the purpose of reflecting name changes.
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Section 2.2 of the Plan is amendment and restated as follows: |
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2.2 Annual Excess Compensation means for a Plan Year a Participant’s Base Salary for
services performed during the Plan Year, performance compensation payable in the Plan Year
under the Materion Corporation and Subsidiaries Management Performance Compensation Plan,
and incentive compensation payable in cash, cash equivalents, equity and equity-based
amounts in the Plan Year under the Materion Corporation and Subsidiaries Long-Term Incentive
Plan, whether or not such compensation is reportable on Form W-2 for the Plan Year, but only
to the extent that such compensation exceeds the limit imposed on compensation taken into
account under the Materion Corporation Savings and Investment Plan by reason of Code Section
401(a)(17) as determined by the Plan Administrator. |
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2. |
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Section 2.7 of the Plan is amended and restated as follows: |
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2.7 Company means Materion Corporation, an Ohio corporation. |
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3. |
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Section 2.15 of the Plan is amended and restated as follows: |
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2.15 Plan means the plan, the terms and provisions of which are herein set forth,
and as it may be amended or restated from time to time, designated as the “Materion
Corporation Executive Deferred Compensation Plan II.” |
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4. |
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The first sentence of Section 4.2 of the Plan is amended and restated as follows: |
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There shall be credited to each Participant’s Account for each Plan Year an amount equal to
three percent of his or her Annual Excess Compensation, or such other percent as may be
established from time to time by action of the Board to maintain parity with the matching
contribution rate available under the Materion Inc. Savings and Investment Plan. |
WITNESS WHEREOF, Materion Corporation has caused this Amendment to be executed by its duly
authorized officer this 6th day of July, 2011.
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MATERION CORPORATION
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By |
/s/ Michael C. Hasychak
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Name: |
Michael C. Hasychak |
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Title: |
Vice President, Treasurer & Secretary |
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