earlier of (i) the end of a one-year restriction period and (ii) the end of a restriction period running until the date of the 20__ annual meeting of the Company’s shareholders, provided that the Director has not incurred a Termination of Service...
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EXHIBIT 10.1 MATERION CORPORATION Non-Employee Directors’ Restricted Stock Units Agreement WHEREAS, __________ (the “Director”) is a member of the Board of Directors (the “Board”) of Materion Corporation, an Ohio corporation (the “Company”), and is not an employee of the Company; and WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been authorized by a resolution of the Governance and Organization Committee (the “Committee”) of the Board that was duly adopted on __________, 20__. NOW, THEREFORE, pursuant to the Company’s 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 3, 2017) (the “Plan”), the Company hereby confirms to the Director the grant, effective on __________, 20__ (the “Date of Grant”), of __________ restricted stock units (“RSUs”), subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions: ARTICLE I DEFINITIONS All terms used herein with initial capital letters that are defined in the Plan shall have the meanings assigned to them in the Plan when used herein with initial capital letters. ARTICLE II CERTAIN TERMS OF RESTRICTED STOCK UNITS 1. RSUs Not Transferable. Subject to Section 13 of the Plan, the RSUs covered by the Agreement shall not be transferable other than by will or pursuant to the laws of descent and distribution prior to payment. 2. Vesting and Settlement of RSUs. (a) General. Subject to the provisions of Sections 2(b) and 2(c) of this Article II, all of the RSUs covered by this Agreement shall become nonforfeitable upon the
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3. Relation to Other Benefits. Any economic or other benefit to the Director under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Director may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. 4. 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 Director under this Agreement without the Director’s consent. Notwithstanding the foregoing, the limitation requiring the consent of a Director to certain amendments shall not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code. 5. 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. 6. Governing Law. This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. 7. 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 Director. 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 regulations or any other formal guidance 4
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promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. [signatures on following page] 5
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The undersigned Director hereby accepts the award granted pursuant to this Agreement on the terms and conditions set forth herein. Dated: Director - __________ 6