2. Definitions A-1 3. Shares Subject to this Plan A-5 4. Performance Restricted Shares A-6 5. Performance Shares and Performance Units A-7 6. Restricted Stock A-8 7. Option Rights A-9 8. Appreciation Rights A-11 9. Restricted Stock Units A-12 10. Administration of the Plan A-12 11. Adjustments A-13 12. Detrimental Activity A-14 13. Participation by Employees of Designated Subsidiaries A-14 14. Non-U.S. Participants A-14 15. Transferability A-15 16. Withholding Taxes A-15 17. Compliance with Section 409A of the Code A-15 18. Effective Date A-16 19. Amendments A-16 20. Termination of the Plan A-17 21. Governing Law A-17 22. Miscellaneous Provisions. A-17 MATERION CORPORATION 2006 STOCK INCENTIVE PLAN

EXHIBIT 10.1

MATERION CORPORATION

2006 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF MAY 4, 2011)

TABLE OF CONTENTS

Page

1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         . . . . . . . . . . . . . . . . . . . . . . . . . A-1

MATERION CORPORATION

2006 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF MAY 4, 2011)

1. Purpose. The purpose of this Plan is to attract and retain officers, other key employees and

consultants of Materion Corporation (formerly named Brush Engineered Materials Inc.) (the Company) and its Subsidiaries and to provide such persons with incentives and rewards for superior performance and to promote equity participation by the officers, key employees and consultants of the Company, and thereby reinforcing a mutuality of interest with other shareholders, and permitting officers, key employees and consultants to share
in the Company’s growth.

2. Definitions. As used in this Plan,

“Appreciation Right” means a right granted pursuant to Section 8 of this Plan, including a Free-standing

Appreciation Right and a Tandem Appreciation Right.

“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a

Free-standing Appreciation Right.

“Board” means the Board of Directors of the Company.

A “Change in Control” of the Company, for purposes of awards granted under this Plan on or after

May 4, 2011, shall mean, unless otherwise determined by the Committee:

(i) The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2)

of the Securities Exchange Act of 1934, as amended (Exchange Act)) (Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own (X) 30% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the

election of directors (Outstanding Company Voting Securities) without the approval of the Incumbent

Board as defined in (ii) below or (Y) 35% or more of the Outstanding Voting Securities of the Company with the approval of the Incumbent Board; provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control:
(A) any acquisition directly from the Company that is approved by the Incumbent Board (as defined

in subsection (ii), below), (B) any acquisition by the Company or a subsidiary of the Company,

(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the

Company or any corporation controlled by the Company, (D) any acquisition by any Person pursuant

to a transaction described in clauses (A), (B) and (C) of subsection (iii) below, or (E) any acquisition by, or other Business Combination (as defined in (iii) below) with, a person or group of which employees of the Company or any subsidiary of the Company control a greater than 25% interest (MBO) but only if the Participant who holds the award in question is one of those employees of the

Company or any subsidiary of the Company that are participating in the MBO; provided, further, that

if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds

30% or 35%, as the case may be, as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the
Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 30% or 35% or more, as the case may be, of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of the Outstanding Company Voting Securities

inadvertently, and such Person divests as promptly as practicable a sufficient number of             shares so that such Person beneficially owns (within the meanings of Rule 13d-3 promulgated under the Exchange
Act) less than 30% of the Outstanding Company Voting Securities, then no Change of Control shall

have occurred as a result of such Person’s acquisition; or

of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board,

but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than

the Board; or

to which (A) the individuals and entities who were the ultimate beneficial owners of voting securities

of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 65% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all

or substantially all of the Company’s assets either directly or through one or more subsidiaries),

(B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company

or such entity resulting from such Business Combination) beneficially owns, directly or indirectly

(X) 30% or more, if such Business Combination is approved by the Incumbent Board or (Y) 35% or more, if such Business Combination is not approved by the Incumbent Board, of the combined
voting power of the then outstanding securities entitled to vote generally in the election of directors

of the entity resulting from such Business Combination and (C) at least a majority of the members

of the board of directors of the corporation resulting from such Business Combination were members

of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the

Board, providing for such Business Combination; or

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the committee described in Section 10(a) of this Plan.

“Common Shares” means (i) Common Shares without par value of the Company and (ii) any security

into which Common Shares may be converted by reason of any transaction or event of the type referred to in

Section 11 of this Plan.

“Covered Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of section 162(m) of the Code (or any successor provision).

“Date of Grant” means the date specified by the Committee on which a grant of Performance Restricted Shares, Performance Shares or Performance Units, Option Rights, Appreciation Rights or a grant or sale of Restricted Stock or Restricted Stock Units shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.

“Designated Subsidiary” means a subsidiary that is (i) not a corporation or (ii) a corporation in which at

the time the Company owns or controls, directly or indirectly, less than 80 percent of the total combined voting power represented by all classes of stock issued by such corporation.

“Detrimental Activity” means any wrongdoing or misconduct as defined by the Committee in an

Evidence of Award, including, but not limited to, any action contributing to a restatement of the Company’s financials if the award to a Participant is favorably affected by such restatement as provided under section 10D
of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange

Commission or any national securities exchange or national securities association on which the Common

Shares may be traded.

“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of the award granted

under this Plan. An Evidence of Award may be in any electronic medium, may be limited to a notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by

a representative of the Company or a Participant.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulation may be amended from time to time.

“Free-standing Appreciation Right” means an Appreciation Right granted pursuant to Section 8 of this

Plan that is not granted in tandem with an Option Right.

“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under section 422 of the Code or any successor provision thereto.

“Management Objectives” means the measurable performance objective or objectives established

pursuant to this Plan for Participants who have received grants of Performance Restricted Shares, Performance Shares or Performance Units or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Stock Units or dividend credits. Management Objectives may be described in terms of Company-
wide objectives or objectives that are related to the performance of the individual Participant or of the

Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant

is employed. The Management Objectives may be relative to the performance of one or more other companies

or subsidiaries, divisions, departments, regions or functions within such other companies, and may be made relative to an index of one or more of the performance criteria themselves. The Committee may grant awards subject to Management Objectives that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Management Objectives applicable to any Qualified Performance-Based
Awards to a Covered Employee shall be based on one or more, or a combination, of the following criteria,

which may be measured before special items designated by the Committee at the time the Management

Objectives are established and/or subject to GAAP definition:

(ii) Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow

or cash flow return on investment);

(v) Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues); (vi) Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt

ratio, EBITDA multiple);

benefits, supervision of litigation and information technology, increase in yield and productivity and

goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).

If the Committee determines that a change in the business, operations, corporate structure or capital structure

of the Company, or the manner in which it conducts its business, or other events or circumstances render the

Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives

or any related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under section 162(m) of the Code. In such case, the Committee will not make any

modification of the Management Objectives or minimum acceptable level of achievement with respect to such

Covered Employee.

“Market Value per Share” means, as of any particular date, unless otherwise determined by the

Committee, the per share closing price of a Common Share on the New York Stock Exchange on the day such determination is being made (as reported in The Wall Street Journal) or, if there was no closing price reported

on such day, on the next day on which such a closing price was reported; or if the Common Shares are not listed or admitted to trading on the New York Stock Exchange on the day as of which the determination is being made, the amount determined by the Committee to be the fair market value of a Common Share on such day. The Committee is authorized to adopt another fair market value pricing method, provided such

method is stated in the Evidence of Award, and is in compliance with the fair market value pricing rules set forth in section 409A of the Code.

“Nonqualified Option” means an Option Right that is not intended to, qualify as a Tax-qualified Option.

“Optionee” means the person so designated in an Evidence of Award evidencing an outstanding Option

Right.

“Option Price” means the purchase price payable upon the exercise of an Option Right.

“Option Right” means the right to purchase Common Shares from the Company upon the exercise of a

Nonqualified Option or a Tax-qualified Option granted pursuant to Section 7 of this Plan.

“Participant” means a person who is selected by the Committee to receive benefits under this Plan and

(i) is at that time an officer, including without limitation an officer who may also be a member of the Board,

or other salaried employee or consultant of the Company or a Subsidiary or (ii) has agreed to commence serving in any of such capacities, within 90 days of the Date of Grant. The term “Participant” shall also
include any person who is determined by the Committee to provide services to the Company or a Subsidiary

that are substantially equivalent to those typically provided by an employee.

“Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 5 of this Plan within, which the Management Objective relating thereto is to be achieved.

“Performance Restricted Shares” means Common Shares granted pursuant to Section 4 of this Plan as

to which neither substantial risk of forfeiture nor the restrictions on transfer referred to in such Section 4 has expired.

“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share and

is awarded pursuant to Section 5 of this Plan.

“Performance Unit” means a bookkeeping entry that records a unit equivalent to the Market Value per

Share of one Common Share on the Date of Grant and is awarded pursuant to Section 5 of this Plan.

“Plan” means the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of

May 4, 2011), as may be further amended from time to time.

“Qualified Performance-Based Award” means any award of Performance Shares, Performance Units, Performance Restricted Shares or Restricted Stock Units, or portion of such award, to a Covered Employee that

is intended to satisfy the requirements for “qualified performance-based compensation” under section 162(m) of the Code.

“Restricted Stock” means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the restrictions on transfer referred to in such Section 6 has

expired. Restricted Stock is not subject to Management Objectives specified by the Committee.

“Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions under Section 9 of this Plan.

“Restricted Stock Units” means an award pursuant to Section 9 of this Plan of the right to receive

Common Shares at the end of a specified Restriction Period.

“Spread” means, in the case of a Free-standing Appreciation Right, the amount by which the Market

Value per Share on the date when any such right is exercised exceeds the Base Price specified in such right or,

in the case of a Tandem Appreciation Right, the amount by which the Market Value per Share on the date when any such right is exercised exceeds the Option Price specified in the related Option Right.

“Subsidiary” means a corporation, company or other entity (i) at least 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but at least 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, at least 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

“Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 8 of this Plan that is granted in tandem with an Option Right.

“Tax-qualified Option” means an Option Right that is intended to qualify under particular provisions of the Code, including without limitation an Incentive Stock Option.

3. Shares Subject to this Plan.

(a) Maximum Shares Available Under Plan.

(B) as Restricted Stock or Performance Restricted Shares and released from substantial risks of forfeiture thereof, (C) in payment of Restricted Stock Units, (D) in payment of Performance Shares or Performance Units that have been earned, or (E) in payment of dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate 2,050,000 Common Shares (1,250,000 of which were approved by shareholders of the Company in 2006 and 800,000 of which will be added upon approval by shareholders of the Company in 2011), plus any Common Shares relating to awards that expire or are forfeited or are cancelled under this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

of Common Share. Each Common Share issued or transferred (and in the case of Performance

Restricted Shares and Restricted Stock, released from all substantial risk of forfeiture) pursuant
to an award other than Option Rights or Appreciation Rights shall reduce the aggregate plan limit described above in Section 3(a)(i) by (A) one Common Share if issued or transferred pursuant to an award granted prior to May 4, 2011 and (B) 1.3 Common Shares if issued or transferred pursuant to an award granted on or after May 4, 2011. Any Common Shares that again become available for issuance pursuant to this Section 3 shall be added back to the
aggregate plan limit in the same manner such shares were originally deducted from the aggregate plan limit pursuant to this Section 3(a)(ii).

(iii) Subject to the share-counting rules provided in Section 3(a)(ii) and in this Section 3(a)(iii), the

Common Shares covered by an award granted under this Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant and, therefore, the total number of shares available under this Plan as of a given date shall not be reduced by any shares relating to prior awards that have expired or have been forfeited or cancelled. Upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein: (A) if Common Shares are tendered or otherwise used in payment of the Option Price of an Option Right, the total number of shares covered by Option Right being exercised shall count against the aggregate plan limit described above;(B) Common Shares withheld by the Company to satisfy the tax withholding obligation shall count against the aggregate plan limit described above; (C) the number of Common Shares that are repurchased by the Company with Option Right proceeds shall not increase the aggregate plan limit described above; and (D) the number of Common Shares covered by an Appreciation Right, to the extent that it is exercised and settled in Common Shares, whether or not all Common Shares covered by the award are actually issued to the Participant upon exercise of the Appreciation Right, shall be considered issued or transferred pursuant to this Plan.

(b) Incentive Stock Option Limit. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment pursuant to Section 10 of this Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options shall not exceed 2,050,000.

(c) Individual Participant Limits. Notwithstanding anything in this Section 3, or elsewhere in this Plan,

to the contrary and subject to adjustment pursuant to Section 10 of this Plan:

100,000 Common Shares during any calendar year;

(d) Exclusion from Certain Restrictions. Notwithstanding anything in this Plan to the contrary, up to

5% of the maximum number of Common Shares provided for in Section 3(a)(i) above may be used

for awards granted under Sections 4 through 10 of this Plan that do not comply with the three-year requirements set forth in Sections 6(c) and 9(c) of this Plan and the one-year requirements of
Sections 4(b), 5(b) and 9(b) of this Plan.

4. Performance Restricted Shares. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize grants to Participants of Performance Restricted Shares. Each such

grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

of Performance Restricted Shares on which restrictions will terminate if performance is at or above

the minimum level, but falls short of full achievement of the specified Management Objectives; provided, however, that no such termination shall occur sooner than one year after the Date of Grant, except in the event of the retirement, death or disability of the Participant or a Change in Control of

the Company. The grant of a Qualified Performance-Based Award of Performance Restricted Shares shall specify that, before the termination or early termination of restrictions applicable to such Performance Restricted Shares, the Committee must determine that the Management Objectives have been satisfied;

(c) Each grant may be made without payment of additional consideration from the Participant;

(e) Each grant shall provide that, during or after the period for which such substantial risk of forfeiture is

to continue, the transferability of the Performance Restricted Shares shall be prohibited or restricted

in the manner and to the extent prescribed by the Committee on the Date of Grant. Such restrictions may include without limitation rights of repurchase or first refusal in the Company or provisions
subjecting the Performance Restricted Shares to a continuing substantial risk of forfeiture in the hands

of any transferee;

(f) Any grant shall require that any or all dividends or other, distributions paid on the Performance

Restricted Shares during the period of such restrictions be automatically sequestered. Such distribution may be reinvested on an immediate or deferred basis in additional Common Shares, which may be subject to the same restrictions as the underlying award or such other restrictions as the Committee
may determine, provided, however, that dividends or other distributions on Performance Restricted

Shares with restrictions that lapse as a result of the achievement of Management Objectives shall be deferred until and paid contingent upon the achievement of the applicable Management Objectives;
And

5. Performance Shares and Performance Units. The Committee may also, from time to time and upon such terms and conditions as it may determine, authorize grants of Performance Shares and Performance

Units that shall become payable to the Participant upon the achievement of specified Management Objectives

during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

by the Committee on the Date of Grant and may be subject to earlier termination or other modification in the event of the retirement, death or disability of the Participant or a Change in Control of the Company.

acceptable level, but falls short of full achievement of the specified Management Objective. The grant

of a Qualified Performance-Based Award of Performance Shares or Performance Units shall specify that, before the Performance Shares or Performance Units will be earned and paid, the Committee must determine that the Management Objectives have been satisfied.

(d) Each grant shall specify the time and manner of payment of Performance Shares or Performance

Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in cash, Common Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.

may not exceed maximums specified by the Committee at the Date of Grant.

paid.

Plan.

6. Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, also authorize the grant or sale to Participants of Restricted Stock. Each such grant or sale

may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the

following provisions:

may provide for the earlier termination of such period in the event of the retirement, death or disability of the Participant or a Change in Control of the Company.

may include, without limitation, rights of repurchase or first refusal by the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee.

power that shall be endorsed in blank by the Participant with respect to the Restricted Stock, shall be held in custody by the Company until all restrictions thereon lapse, or (ii) Restricted Stock shall be
held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the

transfer of such Restricted Stock.

7. Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize grants to Participants of options to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

(a) Each grant of Option Rights shall specify the number of Common Shares to which it pertains.

(v) any combination of the foregoing.

(d) Any grant of a Nonqualified Option may provide that payment of the Option Price may also be

made in whole or in part in the form of Restricted Stock or other Common Shares that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Committee on or
after the Date of Grant, whenever any Option Price is paid in whole or in part by means of any of

the forms of consideration specified in this Section 7(d), the Common Shares received by the

Optionee upon the exercise of the Nonqualified Option shall be subject to the same risks of forfeiture

or restrictions on transfer as those that applied to the consideration surrendered by the Optionee;

provided, however, that such risks of forfeiture and restrictions on transfer shall apply only to the

same number of Common Shares received by the Optionee as applied to the forfeitable or restricted

Common Shares surrendered by the Optionee.

Rights in the event of the retirement, death or disability of the Participant or a Change in Control of

the Company.

Company or any Subsidiary who must meet the definition of “employees” under section 3401(c) of the Code.

(j) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any

Tandem Appreciation Right authorized under Section 8 of this Plan.

Committee.

unrestricted Common Shares, which are already owned by the Optionee and have a value at the time

of exercise that is equal to the Option Price.

(m) The Committee may substitute, without receiving Participant permission, Appreciation Rights

payable only in Common Shares (or Appreciation Rights payable in cash, Common Shares, or in any combination thereof as elected by the Committee) for outstanding Options; provided, however, that
the terms of the substituted Appreciation Rights are substantially the same as the terms for the Options and the difference between the Market Value per Share of the underlying Common Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value Share of the underlying Common Shares and the Option Price of the Options. If, in the
opinion of the Company’s auditors, this provision creates adverse accounting consequences for the

Company, it shall be considered null and void.

8. Appreciation Rights. The Committee may, from time to time and upon such terms and conditions as

it may determine, also authorize grants to Participants of Appreciation Rights. An Appreciation Right shall be

a right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100%) of the Spread at the time of the exercise of such right. An Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

the Participant or reserve to the Committee the right to elect among those alternatives.

(g) No Appreciation Right granted under this Plan may be exercised more than seven years from the

Date of Grant.

(h) Regarding Tandem Appreciation Rights only:

also exercisable and the Spread is positive and by surrender of the related Option Right (or such other right) for cancellation.

(ii) The Option Price of the related Option Right shall be equal to or greater than the Market Value

Per Share on the Date of Grant.

(i) Regarding Free-standing Appreciation Rights only:

(i) Each grant shall specify in respect of each Free-standing Appreciation Right a Base Price per

Common Share, which shall be equal to or greater than the Market Value per Share on the Date

of Grant;

(ii) Successive grants may be made to the same Participant regardless of whether any Free-standing

Appreciation Rights previously granted to such Participant remain unexercised; and

(iii) Each grant shall specify the period or periods of continuous employment of the Participant by

the Company or any Subsidiary that are necessary before the Free-standing Appreciation Rights

or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of the retirement, death or disability of the Participant or a Change in Control of the Company or similar transaction or event.

9. Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions

as it may determine, also authorize grants or sales of Restricted Stock Units to Participants. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

(a) Each grant or sale shall constitute the agreement by the Company to deliver Common Shares or cash

to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Restriction Period of such conditions (which may include the achievement of Management Objectives) as the Committee may specify.

(d) If the Restriction Period lapses only by the passage of time rather than the achievement of

Management Objectives, each grant or sale shall provide that the Restricted Stock Units covered

thereby shall be subject to a Restriction Period of at least three years, except that a grant or sale may provide that the Restriction Period shall expire not sooner than ratably on an annual basis during the three-year period as determined by the Committee at the Date of Grant.

(e) Notwithstanding anything to the contrary contained in this Plan, any grant or sale of Restricted Stock

Units may provide for the earlier lapse or other modification of the Restriction Period in the event of the retirement, death or disability of the Participant or a Change in Control of the Company.

Shares on a current, deferred or contingent basis; provided, however, that any dividends or other distributions with respect to the number of shares of Common shares covered by Restricted Stock

Units that are subject to Management Objectives shall be subject to restrictions and risk of forfeiture

to the same extent as the Restricted Stock Units with respect to which such dividends or other distributions have been distributed.

by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain by the Committee the right to elect among those alternatives.

10. Administration of the Plan.

(a) This Plan shall be administered by the Compensation Committee of the Board. A majority of the

Committee shall constitute a quorum, and the acts of the members of the Committee who are present

at any meeting thereof at which a quorum is present, or acts unanimously approved by the members

of the Committee in writing, shall be the acts of the Committee.

Restricted Shares, Performance Shares or Performance Units, Appreciation Rights or Restricted Stock

Units and any determination by the Committee pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Committee shall be liable for any such action taken or determination made in good faith.

Act.

conditions of awards granted under this Plan. In no event shall any such delegation of authority be permitted with respect to awards to any executive officer or any person subject to section 162(m) of the Code or who is an officer, director or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with section 16 of the Exchange Act.

11. Adjustments. The Committee shall make or provide for such adjustments in the (a) number of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Stock Units and Performance Shares and Performance Units granted hereunder, (b) prices per share applicable to such Option Rights and Appreciation Rights, and (c) kind of shares (including shares of another issuer) covered thereby, as

the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that otherwise would result from (x) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company,

(y) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete

liquidation or other distribution of assets, issuance of rights or warrants to purchase securities or (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding awards under

this Plan such alternative consideration (including cash) as it may in good faith determine to be equitable

under the circumstances and may require in connection therewith the surrender of all awards so replaced in a manner that complies with section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such

transaction or event or Change in Control, the Committee may in its sole discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. Moreover, the Committee may on or after the Date of Grant provide in the agreement

evidencing any award under this Plan that the holder of the award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect, or the Committee may provide that the holder will automatically be entitled to receive such an equivalent award. The Committee shall also make or provide for such adjustments in the numbers and kind of shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 11; provided, however,

that any such adjustment to the number specified in Section 3(a)(i) will be made only if and to the extent that such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail so to

qualify. This Section 11 shall not be construed to permit the re-pricing of any Option Rights in the absence of any of the circumstances described above in contravention of Section 19(b) hereof. Notwithstanding the foregoing: (i) any adjustments made pursuant to this Section 11 to awards that are considered “deferred compensation” within the meaning of section 409A of the Code shall be made in compliance with the
requirements of section 409A of the Code; (ii) any adjustments made pursuant to this Section 11 of the Plan

to awards that are not considered “deferred compensation” subject to section 409A of the Code shall be made

in such a manner as to ensure that after such adjustment, the awards either continue not to be subject to section 409A of the Code or comply with the requirements of section 409A of the Code; and (iii) the

Committee shall not have the authority to make any adjustments pursuant to this Section 11 of the Plan to the extent that the existence of such authority would cause an award that is not intended to be subject to
section 409A of the Code to be subject thereto.

12. Detrimental Activity. Any Evidence of Award may provide that if a Participant, either during employment by the Company or a Subsidiary or within a specified period after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Participant shall:

(a) Forfeit any award granted under this Plan then held by the Participant;

offered pursuant to this Plan within a specified period prior to the date of the commencement of such

Detrimental Activity; and

(c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the

Company in cash the difference between:

(i) Any amount actually paid therefore by the Participant pursuant to this Plan; and

(ii) The Market Value per Share of the Common Shares on the date of such acquisition.

To the extent that such amounts are not paid to the Company, the Company may set off the amounts so

payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the

Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or

for any other reason, except that no set off shall be permitted against any amount that constitutes “deferred compensation” within the meaning of section 409A of the Code.

13. Participation by Employees of Designated Subsidiaries. As a condition to the effectiveness of any grant or award to be made hereunder to a Participant who is an employee of a Designated Subsidiary, whether or not such Participant is also employed by the Company or another Subsidiary, the Board may

require such Designated Subsidiary to agree to transfer to such employee (when, as and if provided for under this Plan, and any applicable Agreement entered into with any such employee pursuant to this Plan) the Common Shares that would otherwise be delivered by the Company, upon receipt by such Designated

Subsidiary of any consideration then otherwise payable by such Participant to the Company. Any such award shall be evidenced by an agreement between the Participant and the Designated Subsidiary, in lieu of the Company, on terms consistent with this Plan and approved by the Board and such Designated Subsidiary. All such Common Shares so delivered by or to a Designated Subsidiary shall be treated as if they had been delivered by or to the Company for purposes of Section 3 of this Plan, and all references to the Company in

this Plan shall be deemed to refer to such Designated Subsidiary, except for purposes of the definition of

“Board” and except in other cases where the context otherwise requires.

14. Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants

under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary or Designated Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation

or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law;

tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restate- ments or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document

as having been approved and adopted in the same manner as this Plan. No such special terms, supplements,
amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this

Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

15. Transferability.

or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a

fiduciary capacity on behalf of the Participant under state law and court supervision.

(b) The Committee may specify at the Date of Grant, that all or any part of the Common Shares that are

(i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, or in payment of Performance Shares or Performance Units or upon the termination of the Restriction Period applicable to Restricted Stock Units, or (ii) no longer subject to the substantial risk

of forfeiture and restriction on transfer referred to in Sections 4 and 6 of this Plan, shall be subject to further restrictions upon transfer.

(c) The Committee may determine that Option Rights (other than Incentive Stock Options) and

Appreciation Rights may be transferable by a Participant, without payment of consideration therefore

by the transferee, only to any one or more members of the Participant’s immediate family; provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered
to the Company and such transfer is thereafter effected in accordance with any terms and conditions

that shall have been made applicable thereto by the Company or the Committee and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant. For the purposes of this Section 15(c), the term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daugh-

ter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant)

own more than fifty percent of the voting interests.

16. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under

this Plan, and the amounts available to the Company for the withholding are insufficient, it shall be a condition

to the receipt of any such payment or the realization of any such benefit that the Participant or such other

person make arrangements satisfactory to the Company for payment of the balance of any taxes required to be withheld. At the discretion of the Committee, any such arrangements may without limitation include relinquishment of a portion of any such payment or benefit. Participants shall also make such arrangements as
the Company may require for the payment of any withholding tax obligation that may arise in connection with

the disposition of Common Shares acquired upon the exercise of Option Rights. In no event shall the value of

the Common Shares to be withheld and/or delivered pursuant to this section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

17. Compliance with Section 409A of the Code.

of the Code do not apply to the Participant. This Plan and any grants made hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan to section 409A of
the Code will also include any regulations or any other formal guidance promulgated with respect to

such section by the U.S. Department of the Treasury or the Internal Revenue Service.

any amount owing by a Participant to the Company or any of its affiliates.

(ii) the Company shall make a good faith determination that an amount payable hereunder constitutes

deferred compensation (within the meaning of section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in section 409A of the Code in order to avoid taxes or penalties under section 409A of the Code, then the Company shall not pay

such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the month after such six-month period.

the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that

may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under section 409A of the Code), and neither the
Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold a

Participant harmless from any or all of such taxes or penalties.

18. Effective Date. The Materion Corporation 2006 Stock Incentive Plan first became effective on May 2, 2006, the date it was approved by shareholders. This amended and restated Plan shall be effective May 4, 2011 when approved by shareholders.

19. Amendments.

issued under this Plan, (iii) would materially modify the requirements for participation in this Plan or

(iv) must otherwise be approved by the shareholders of the Company in order to comply with

applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded

on the New York Stock Exchange, the principal national securities exchange upon which the Common

Shares are traded or quoted, then, such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained.

an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without shareholder approval. This Section 19(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreci- ation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of the Plan to the contrary, this Section 19(b) may not be amended without approval by the Company’s shareholders.

(d) Subject to section 19(c) hereof, the Committee may amend the terms of any award theretofore

granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance- Based Award (other than in connection with the Participant’s death or disability, or a Change in

Control of the Company) where such action would result in the loss of the otherwise available

exemption of the award under section 162(m) of the Code. In such case, the Board will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to Section 11 above, no such amendment shall impair

the rights of any Participant without his or her consent. The Committee may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

20. Termination of the Plan. No further awards shall be granted under this amended and restated Plan after May 4, 2021, 10 years from the date on which this 2011 amendment and restatement was approved by

the shareholders of the Company, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

21. Governing Law. The Plan and all grants and awards and actions taken thereunder shall be governed

by and construed in accordance with the internal substantive laws of the State of Ohio.

22. Miscellaneous Provisions.

(a) The Company shall not be required to issue any fractional Common Shares pursuant to this Plan. The

Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

(b) This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

this Plan or awards granted hereunder, except that no awards may be granted to an employee while he

or she is on a leave of absence.