EX 10.1 Hexion Holdings LLC 2015 Incentive Compensation Plan

The Plan is sponsored by Hexion Holdings LLC (“Parent” or “Hexion Holdings”) to reward associates of Hexion Inc. (“Hexion”) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the purposes of promoting actions which are the most beneficial to the company's short-term and long-term value creation.

Participation is based on each associate's scope of responsibility and contribution within the organization. Each participant is assigned to participate at the Corporate, Division, Business Unit, Commercial, or Shared Services plan level. Associates who participate at the Shared Services plan level provide service to both Hexion and Momentive Performance Materials Inc. and its subsidiaries (“MPM”).

EBITDA (sometimes also referred to as Segment EBITDA) - Refers to Earnings before Interest, Taxes, Depreciation and Amortization, adjusted to exclude certain non-cash, certain other income and expenses and discontinued operations. The achievement of EBITDA targets is a critical measure on which the investment community and future shareholders will evaluate Hexion's performance in 2015. As a result, the participants should be focused and incented to manage the business to achieve EBITDA targets.

Segment EBITDA will be measured for the Parent (“Hexion EBITDA”), for each of the Epoxy, Phenolic and Coating Resins and Forest Products Divisions of Hexion (each a “Division”) and for specified Hexion Business Units.

Associates participating at the Corporate, Division, or Business unit plan level have a total of 55 percent of their incentive target based on the achievement of EBITDA targets. Associates participating at the commercial plan level have 10 percent of their incentive target based on the achievement of EBITDA targets.

Associates participating at the Corporate, Division, Business unit or Commercial plan level have a total of five percent of their incentive target based on the achievement of the applicable SIF goal and 5 percent of their incentive target based on the achievement of the applicable ERI goal.

Cash Flow - Represents the amount of cash generated by business operations. Cash flow is defined as Segment EBITDA, net trading capital improvement and/or usage, capital spending and interest paid along with other operating cash flow items such as income taxes paid and pension contributions. The purpose of this component is to focus on cost control and cost reduction actions to preserve an adequate amount of liquidity to fund operations and capital expenditures, service debt, and ultimately sustain the business through difficult economic cycles.

Cash Flow will be measured for the Parent and for each Division, and may exclude certain unusual, non-recurring items at the discretion of the Compensation Committee of the Hexion Holdings Board of Managers (the “Board”).

Associates participating at the Corporate, Division, or Business Unit plan level have a total of 35 percent of their incentive target based on the achievement of the applicable Parent or Division Cash Flow target. Associates participating at the Commercial plan level have 30 percent of their incentive target based on the achievement of the applicable Division Cash Flow target.

Margin over Material (“MOM”) - Associates participating at the Commercial plan level have 50 percent of their incentive target based on the achievement of applicable MOM targets. MOM refers to sales less raw materials & distribution costs.

Each participant will have a target incentive opportunity expressed as a percent of his or her base salary. Plan assignment levels and targets are determined by the associate's business responsibilities and scope of his or her role and contributions within the organization. Associates who participate at the Shared Services plan level have targets based 50 percent on the Hexion Corporate plan design and 50 percent on the MPM Corporate plan design as reflected in the MPM Holdings Inc. 2015 Incentive Compensation Plan.



Plan Level	Segment EBITDA	EH&S	Cash Flow
Corporate	27.5% Global Hexion 27.5% Divisions	10% Global Hexion	25% Global Hexion 10% Divisions
Shared Services	50% Hexion Corporate Design 50% MPM Corporate Design
Division	10% Global Hexion 45% Division	10% Division	10% Global Hexion 25% Division
Business Unit	10% Division 45% Business Unit	10% Division or Business Unit	10% Global Hexion 25% Division



Plan Level	Segment EBITDA	Annual MOM	EH&S	Cash Flow
EPCD-Commercial	10% Business Unit	50% Regional BU	10% Division	30% Division
FPD Brazil-Commercial	10% Business Unit			30% Division

Payment based on the EBITDA measure will range from a minimum of 50 percent of the EBITDA incentive opportunity to a maximum of 200 percent of the EBITDA incentive opportunity based on applicable EBITDA achievement. Payment based on the Cash Flow measure will range from a minimum of 50 percent of the Cash Flow incentive opportunity to a maximum of 200 percent of the Cash Flow incentive opportunity based on applicable Cash Flow achievement. Payment based on the EH&S measures will range from 50 percent of the applicable EH&S incentive opportunity to a maximum of 200 percent of the applicable EH&S incentive opportunity based on the applicable EH&S achievement. For the SIF component of the EH&S measure, there will be no payout if, during the calendar year, any incident at a Hexion site results in a fatality.

Calculation of EBITDA performance between the minimum and target performance levels, the target and upper-middle performance levels, and the upper middle and maximum performance levels will be linear, rounded to the nearest 1/10^th of one percent. There is no additional payment made for performance above the maximum level of performance.

Each of the performance measures is evaluated independently such that a payout for achieving one performance measure is not dependent upon the achievement of any other performance measure.

Financial Results - Any Plan payouts require the prior approval of the Chairs of the Audit and Compensation Committees of the Board if they are to be made before audited financial results have been formally approved and publicly announced.

Minimum Award Guaranty - If the actual performance of the company would result in a payment of less than 30 percent of an individual associate’s target incentive (including all pro-rations), then, regardless of actual performance, payment equaling 30 percent of such target incentive (including all prorations) will be awarded.

Limitations -The Compensation Committee of the Board may elect to modify the calculation of the annual targets based on acquisitions, divestitures or other unusual, non-recurring events or transactions that occur during the calendar year. Hexion has the right to amend or terminate this Plan at any time.

Employment Requirement - Associates must be employed in an incentive-eligible position for at least three consecutive full months during the Plan Year and must be actively employed by Hexion on the final day of the Plan Year and on the incentive payment date in order to receive an incentive payment. Plan participants are also eligible to receive an incentive payment if they are employed on the final day of the Plan Year, but prior to the incentive payment date their employment is: (i) involuntarily terminated without cause, (ii) terminated due to the participant’s death or disability, or (iii) terminated due to retirement with the participant having reached age 65 and completed at least ten years of service prior to retirement.

Plan Assignment Levels - Any change in a participant’s plan assignment level that is not related to a job transfer must be approved by an appropriate division or functional Vice President.

Proration of Payments - Proration of payments will be made on a whole-month basis. Associate changes on or before the 15^th of any month will be applied starting on the 1^st of that month. Associate changes after the 15^th of any month will be applied starting on the 1^st of the following month. A participant's incentive payment will be prorated for any of the following conditions:

The Plan remains at the total discretion of the Parent. Parent retains the right to amend or adapt the design and rules of the Plan. Local laws will prevail where necessary.


a.	New Hires: Awards to participants who commenced employment during the Plan Year will be prorated. Employment must commence on or before October 1, 2015 to be eligible to participate in the Plan. Rehires will be treated as new hires.


b.	Salary: Awards will be calculated on the participant's base salary as of July 1, 2015. Awards to participants whose base rate of pay changes after July 1, 2015 will be prorated.


c.	Job Changes or Transfers: Awards to participants changing jobs or transferring between Divisions, Business Units, or Regions which result in a change to a different ICP target or plan incentive assignment during the Plan Year will be prorated.


d.	Leaves of Absence: For approved leaves of absence that exceed 12 cumulative weeks, the amount of time not worked beyond the 12 weeks will be excluded from the Plan Year and the associate will receive a prorated incentive.