Adoption Agreement, as amended January 1, 2022, of CMC Materials, Inc. Supplemental Employee Retirement Plan

1.01    PLAN INFORMATION

(a)    Name of Plan:

This is the CMC Materials, Inc. Supplemental Employee Retirement Plan (the "Plan").

(b)    Plan Status (Check one.):

(B)    ☐    An amendment and restatement of the Plan. The original effective date of the Plan was: 5/1/2000

(c)    Name of Administrator, if not the Employer:

    

    _____________________________________________________________________

            

1.02 EMPLOYER

    (a)    Employer Name: CMC Materials, Inc.

(b)    The term "Employer" includes the following Related Employer(s)

(as defined in Section 2.01(a)(25)) participating in the Plan:

1.03     COVERAGE

(a)    ☒ The following Employees are eligible to participate in the Plan (Check (1) or (2)):

(1) ☒    Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ☐ Only those Employees in the eligible class described below:

____________________________________________________________

(b)     ☐ The following Directors are eligible to participate in the Plan (Check (1) or (2)):

(1) ☐     Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ☐ All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04    COMPENSATION

For purposes of determining all contributions under the Plan:

    

(a)    ☐ Compensation shall be as defined, with respect to Employees, in the ___________________________Plan maintained by the Employer:

(1)    ☐    to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2) ☐ notwithstanding the limit imposed under Code section 401(a)(17).

(b)    ☒ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):

    

(1) ☒ but excluding the following:

a) Overtime Pay

b) Commissions

c) The value of restricted stock/restricted stock unit or of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable income.

(2) ☐    but excluding bonuses, except those bonuses listed in the table in

Section 1.05(a)(2).

(c) ☐ Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:      _______________________________________________________________________

1.05    CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)    Deferral Contributions (Complete all that apply):

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2) ☒    Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

(b)        Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)    ☐    The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A) ☐    ______% of the Employee Participant’s Deferral Contributions for the calendar year.

(B) ☐    The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

(C) ☐    Other:

(A) The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

no limits otherwise imposed by the tax law applied to such QP match; and

the Employee Participant’s Deferral Contributions had been made to the QP.

(B)     The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3)    ☐     Matching Contribution Limits (Check the appropriate box (es)):

(A) ☐ Deferral Contributions in excess of % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.

(B) ☐ Matching Contributions for each Employee Participant for each calendar year shall be limited to $ .

(c)    Employer Contributions

(1) ☒ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

The Employer shall make an Employer Contribution on behalf of each Employee Participant for the Plan Year (or portion of the Plan Year) equal to 4% of Participant’s Compensation for that Plan Year that exceeds the limit defined under Code section 401(a)(17), as adjusted.

(2) ☒ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06    CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a) ☐     Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b)    Matching and Employer Contributions:

(1) ☐ Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below: ______________________________________________________________________________________________________________________________________.

(2) ☐ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below:

___________________________________________________________________

___________________________________________________________________.

(3) ☐ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is hereby incorporated herein.

.

1.07 DISTRIBUTIONS

The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section 1.07.

(a) (1) Distribution options to be provided to Participants

(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years of which must be greater than the number of years required for 100% vesting in any such amounts.  If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)

(2)    ☐    A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):

(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.)

(3)    ☒ Regardless of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.

(b)     Distribution Election Change

A Participant

be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.

(c) Commencement of Distributions

(1)    Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:

(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected by the Participant.)

(2)    The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the following:

(d)    Installment Frequency and Duration

If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):

(1)    at the following intervals:

(A) ☐    Any term of whole years between ____ (minimum of 1) and _____ (maximum of 30).

(B) ☐     Any of the whole year terms selected below.

(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)

(e)    Conversion to Lump Sum

(f)     Distribution Rules Applicable to Pre-effective Date Accruals

1.08    VESTING SCHEDULE

(a)     (1) The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b)

shall be based upon the following schedule and unless Section 1.08(a)(2) is checked

below will be based on the elapsed time method as described in Section 7.03(b).

(2) ☐ Vesting shall be based on the class year method as described in Section 7.03(c).

(b)     (1)    The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c)

shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

(2) ☐ Vesting shall be based on the class year method as described in Section 7.03(c).

(c)     ☐ Years of Service shall exclude (Check one.):

(1) ☐    for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).

(2) ☐     for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(b)(2)(B).

(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.)

(d)    ☐    Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching

Contributions and Employer Contributions (regardless of whether vested) upon the occurrence of the following event(s):

________________________________________________________________________

_________________________________________________________________________

(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection (d).)

(e)     A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)):

(1) ☐    Retirement eligibility is the date the Participant attains age ___ and completes

___ Years of Service, as defined in Section 7.03(b).

(2) ☐    Death.

(3) ☐ The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).

(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.)

(f)    ☐    Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:

___________________________________________________________________________

___________________________________________________________________________

1.09    INVESTMENT DECISIONS

A Participant’s Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:

1.10 ADDITIONAL PROVISIONS

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed on _______________.

                        Employer    CMC Materials, Inc.                    

                        By                                     

                        Title         Vice President, Secretary and General Counsel        

                        

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed on _______________.

                        Employer    CMC Materials, Inc.                    

                        By                                     

                        Title        Vice President, Secretary and General Counsel        

Plan Name:    _______________________________________________________________ (the “Plan”)

Employer:    _______________________________________________________________

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:    ______________________________    

By:    ______________________________    

Title:    ______________________________    

Date:    ______________________________    

Plan Name:    _______________________________________________________________ (the “Plan”)

Employer:    _________________________________________________________________________

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:    ______________________________    

By:    ______________________________    

Title:    ______________________________    

Date:    ______________________________    

Plan Name: CMC Materials, Inc. Supplemental Employee Retirement Plan