MANAGEMENT PERFORMANCE COMPENSATION PLAN 2004 PLAN YEAR

Exhibit 10.1

BRUSH ENGINEERED MATERIALS INC. and SUBSIDIARIES
MANAGEMENT PERFORMANCE COMPENSATION PLAN
2004 PLAN YEAR

(as adopted February 3, 2004)

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”), and, a component, which recognizes individual and combined contributions toward personal/team objectives (“Personal/Team Performance”).

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 Plan has designated the following Business Units/Subsidiaries for 2004:

Corporate
Alloy
Be Products
TMI
WAM
Electronic Products

Each business unit has defined financial performance measures, which have in turn been approved by Senior Management. 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.

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 we will take the average of the twelve monthly, annualized sales numbers and twelve working capital numbers (A/R and inventory) and calculate a percent to sales based on the averages for the twelve periods. This twelve-month average is the basis for the incentive metric for working capital management.

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 Operations Team will identify exempt, salaried employees whose responsibilities affect progress on critical issues facing the Company. Those individuals selected by the Operations Team will be notified of their participation in the Plan, their performance compensation grade and performance compensation opportunity (e.g., applicable Business Unit designation).

Following the beginning of the Plan Year, the Operations Team may admit new hires or individuals who are promoted or assigned additional and significant responsibilities. The Operations Team may also alter performance compensation grade assignments to reflect changed responsibilities of participants during the Plan Year.

An employee who replaces or otherwise assumes the job functions or role of an employee, does not automatically assume the plan participation that had applied to the prior incumbent. Rather, participation by the new or repla