BRUSH ENGINEERED MATERIALS INC. and SUBSIDIARIES MANAGEMENT PERFORMANCE COMPENSATION PLAN 2009 PLAN YEAR

Exhibit 10h

BRUSH ENGINEERED MATERIALS INC. and SUBSIDIARIES
MANAGEMENT PERFORMANCE COMPENSATION PLAN
2009 PLAN YEAR

(as adopted February, 2009)

I. INTRODUCTION

The Management Performance Compensation Plan (“the Plan”) provides incentive compensation to eligible employees based principally on annual financial performance. Plan awards have a significant portion based on Company and/or Business Unit performance (“financial performance”), a component that recognizes individual and combined contributions toward personal/team objectives (“Personal/Team Performance”), and, for some participants, a “relative” company peer group financial measure.

II. DEFINITIONS

Plan Year:

The fiscal year for which the Company’s Business Unit performance, and any Plan awards are calculated.

Business Unit Performance:

The Executive Staff will designate the Business Units/Subsidiaries that are eligible for participation in the Plan for the Plan Year.

Each business unit has defined financial performance measures, which have in turn been approved by the Compensation Committee of the Board and/or the Executive Staff. These measures are expressed as a Minimum, Target and Maximum. Plan Awards include a “Financial Performance Component” based on the Business Unit performance.

Personal/Team Performance:

An assessment is made of an individual’s achievements and his/her contributions to work/project teams during the Plan Year. This assessment is expressed as a percentage of base compensation. The “Personal/Team Performance” component is distinct from the “Financial Performance” component.

Operating Profit (“OP”):

Profit or loss, before interest and taxes, and for domestic and international operations. Operating Profit will include any special write-off or accounting charge and accrued performance or incentive compensation.

Peer Group Return on Invested Capital (ROIC)

The publicly available return on invested capital change for those peer group companies included in the Company’s self-declared peer group in comparison to the Company. Due to the delays in reported information, the measurement period will include the fourth quarter of the prior year as well as the first three quarters of the current plan year. This “relative” company peer group financial measure is an independent measure and is not influenced by any other financial performance measure set by the Company for the plan year.

Management Performance Compensation Plan
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Working Capital:

This is a monthly calculation based on Business Unit/Subsidiary worldwide accounts receivable and FIFO inventory divided by annualized worldwide sales (current month plus prior two months annualized). The result being working capital as a percent of sales. At the end of the year the average of the twelve monthly, annualized sales numbers and twelve monthly working capital numbers (A/R and inventory) are calculated and a percent to sales is calculated based on the averages for the twelve periods. This twelve-month average is the basis for the incentive metric for working capital management.

Other Metrics:

From time to time, other metrics will be adopted that are aligned with a Business Unit’s strategy and market challenges. These metrics will be defined and tracked by the corporate accounting department, subject to approval by the Executive Staff.

Base Compensation:

The participant’s annual base salary in effect on September 30 of the Plan Year.

III. PARTICIPATION

At the beginning of the Plan Year, the Executive Staff will identify exempt, salaried employees whose responsibilities affect progress on critical issues facing the Company. Those individuals selected by the Executive Staff will be notified of their participation in the Plan, their performance compensation grade and performance compensation opportunity, and their applicable Business Unit designation.

Following the beginning of the Plan Year, the Executive Staff may a