II-VI Incorporated Arrangement for Director Compensation

Exhibit 10.12

II-VI Incorporated

Arrangement for Director Compensation

II-VI Incorporated (the “Company”) is providing this written description of the compensation arrangement that the Company currently has with its Board of Directors (“Board”) in connection with participation on the Board of Directors and all applicable committees and subcommittees of the Board of Directors, which the SEC may deem to be a material definitive agreement with the directors.

* Non-employee directors are to receive $15,000 per calendar year in cash compensation as a retainer for their service on the Board.

* The Chairman of the Audit Committee is to receive an additional $5,000 per calendar year in cash compensation as a retainer for his or her service.

* The Chairman of the Compensation Committee is to receive an additional $2,000 per calendar year in cash compensation as a retainer for his or her service.

* The Chairman of the Corporate Governance Committee is to rece