March [__], 2015

[Name]

[Position]

MPM Holdings Inc.

260 Hudson River Road

Waterford, NY 12188

Dear [Name]:

Reference is made to the Momentive Performance Materials Holdings LLC 2012 Long-Term Cash Incentive Plan (the “2012 Cash LTIP”), of which you are a participant. Annex A to this letter sets forth the details of your award under the 2012 Cash LTIP as of the date hereof, including the total dollar amount of your target award and the components of such award subject to service-based and performance-based vesting.

As you know, 50% of your target award under the 2012 Cash LTIP (the “Service-Based Award”) is scheduled to be paid in April 2015, subject to your continued employment in active service with Momentive Performance Materials Holdings LLC’s subsidiaries through the payment date. Although your current employment is with a subsidiary of MPM Holdings Inc. (“MPM”) and not a subsidiary of Momentive Performance Materials Holdings LLC, MPM or one of its subsidiaries shall pay your Service-Based Award subject to (i) your continued employment in active service with MPM and its subsidiaries through the payment date and (ii) the other terms and conditions set forth in the 2012 Cash LTIP.

As you further know, the remaining 50% of your target award under the 2012 Cash LTIP (the “Performance-Based Award”) is subject to the EBITDA goals of Momentive Performance Materials Holdings LLC as set forth in the 2012 Cash LTIP. The Compensation Committee of MPM’s Board of Directors (the “Committee”) has approved modified performance targets and other terms for your Performance-Based Award to give you an opportunity to earn your Performance-Based Award based on fiscal year 2015 performance, as follows:

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This opportunity applies only to you and selected key employees. We hope this opportunity will encourage your alignment with MPM’s performance goals, especially for this upcoming year. Please note that the terms of this letter (including the performance goals) are strictly confidential and, except as required by law, shall not be disclosed by you to any person other than your spouse and legal, financial and other advisors (if any).

This letter is intended to modify the applicable provisions of the 2012 Cash LTIP with respect to the subject matter hereof, and this letter and the 2012 Cash LTIP shall be construed in accordance with such intent. Except as expressly modified by this letter, the provisions of the 2012 Cash LTIP are and shall remain in full force and effect. To the extent that a provision of this letter conflicts with or differs from a provision of the 2012 Cash LTIP, such provision of this letter shall prevail and govern for all purposes and in all respects. Without limiting the generality of the foregoing, the 2012 Cash LTIP and this letter, including the performance goals set forth herein, are subject to modification and termination by the Committee at any time, with or without notification.

This letter and the 2012 Cash LTIP represent the entire understanding between MPM, Momentive Performance Materials Holdings LLC, and each of their respective affiliates and you regarding the subject matter hereof and thereof, and any previous or current discussions, negotiations, or understandings that are not set forth in this letter or the 2012 Cash LTIP are superseded. This letter does not constitute a contract of employment.

[Name], thank you for your contributions to date and for the contributions that we can count on you delivering in the time ahead.

Very truly yours,

MPM HOLDINGS INC.

                            

By:_________________________

[Name]

[Position]

________________________

[Name]

The vesting conditions of the Performance-Based Award, as modified by the letter to which this Annex A is attached, are further detailed below: