II-VI INCORPORATED PERFORMANCE UNIT AWARD

Exhibit 10.04

II-VI INCORPORATED

PERFORMANCE UNIT AWARD

THIS PERFORMANCE UNIT AWARD is granted by II-VI Incorporated, a Pennsylvania corporation (the “ Company ” or “ II-VI ”), to you (“ Recipient ”), a director, employee or consultant of the Company or one of its subsidiaries, pursuant to the terms and conditions of the II-VI Incorporated 2005 Omnibus Incentive Plan, as amended from time to time (the “ Plan ”), a summary of which has been delivered to you. This document shall constitute an Award Agreement as that term is defined in the Plan and is intended to be a Qualified Performance-Based Award within the meaning of Section 2.27 of the Plan. The Company recognizes the value of your continued service as a key employee and has awarded you this performance unit award under the Plan, subject to the following terms and conditions:

1. Performance Unit Award . The Company hereby grants to Recipient a Target Award of                          Performance Units under the Plan subject to a Maximum Award of                          Performance Units, to be earned in accordance with Section 2 below. For the purposes of this Award: (1) “ Performance Unit ” shall mean a bookkeeping entry that records a unit equal to $1.00 granted pursuant to this Award and that is payable solely in cash; (2) ” Performance Period ” shall mean the                  consecutive fiscal years of the Company beginning on July 1,                  ; (3) “ Target Award ” shall mean that number of Performance Units awarded to Recipient representing $                      divided by $1.00; (4) “ Maximum Award ” means the maximum number of Performance Units allowable under this Award as set forth above representing                  % of the Target Award.

2. Determination of Units Earned . Subject to Sections 4 and 5 below, the Company shall deliver to Recipient One Dollar ($1.00) for each whole Performance Unit that is earned in accordance with the following schedule.

3. Payment . The amount determined under Section 2 will be paid to Recipient in cash as soon as administratively practicable after the end of the Performance Period.

4. Termination of Employment . Except as provided in Section 5 below, if Recipient’s employment with or service to the Company and its subsidiaries terminates before the end of the Performance Period, this Performance Unit Award shall be forfeited on the date of such termination.

5. Prorating in Certain Circumstances . If Recipient’s employment with or service to the Company and its subsidiaries terminates during the Performance Period due to Recipient’s (i) early, normal or late retirement as those terms are defined in the Company’s profit sharing plan, (ii) death or (iii) total and permanent disability as defined in Section 105(d)(4) of the Internal Revenue Code (the “ Code ”), Recipient shall be entitled to a prorated portion of the Performance Units to the extent earned pursuant to Section 2 above, determined at the end of the Performance Period and based on the ratio of the number of complete months Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any payments due on Recipient’s death shall be paid to his estate as soon as administratively practicable after the end of the Performance Period.

6. Nontransferability . Except as otherwise provided in the Plan, the Performance Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of (a “ Transfer ”) in any manner, other than by will or the laws of descent and distribution. Any attempt to Transfer the Performance Units in violation of this paragraph or the Plan shall render this Award null and void.

7. Adjustments . The Committee may make or prov