(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

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(1)	To elect three directors, each to serve for a term of three years and until a successor is elected and qualified;

(2)	To ratify Ernst & Young LLP as the independent registered public accounting firm for Materion Corporation for the year 2013;

(3)	To approve the Materion Corporation Management Incentive Plan;

(4)	To approve, by non-binding vote, named executive officer compensation; and

(5)	To transact any other business that may properly come before the meeting.

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•	the director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

•	the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

•

(a) the director is a current partner or employee of a firm that is the Company’s internal or external auditor; (b) the director has an immediate family member who is a current partner of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (d) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

•	the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or

•	the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000, or two percent of such other company’s consolidated gross revenues.

•	the director, or an immediate family member, is a current employee, director or trustee of a tax-exempt organization and the Company’s contributions to the organization (excluding Company matching of employee contributions) in any fiscal year are less than $120,000; or

•	the director is a director of a company that has made payments to, or received payments or deposits from, the Company for property, goods or services in the ordinary course of business in an amount which, in any fiscal year, is less than the greater of $1,000,000, or two percent of such other company’s consolidated gross revenues.

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•	chair the executive sessions of the independent directors at each regularly scheduled meeting;

•	make recommendations to the Board Chairman regarding the timing and structuring of Board meetings;

•	make recommendations to the Board Chairman concerning the agenda for Board meetings, including allocation of time as well as subject matter;

•	advise the Board Chairman as to the quality, quantity and timeliness of the flow of information from management to the Board;

•	serve as the independent point of contact for shareholders wishing to communicate with the Board other than through management;

•	interview all Board candidates, and provide the Governance and Organization Committee with recommendations on each candidate;

•	maintain close contact with the Chairman of each standing committee and assist in ensuring communications between each committee and the Board;

•	lead the Chief Executive Officer annual evaluation process; and

•	be the ombudsman for the Chief Executive Officer to provide two-way communication with the Board.

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•	the integrity of our financial statements and our financial reporting process;

•	compliance with ethics policies and legal and other regulatory requirements;

•	our independent registered public accounting firm’s qualifications and independence;

•	our systems of internal accounting and financial controls; and

•	the performance of our independent registered public accounting firm and of our internal audit functions.

•	reviewing and approving executive compensation, including severance payments;

•	overseeing and recommending equity and non-equity incentive plans;

•	overseeing regulatory compliance with respect to compensation matters;

•	advising on senior management compensation; and

•	reviewing and discussing the Compensation Discussion and Analysis (CD&A) and Compensation Committee Report.

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•	evaluating candidates for board membership, including any nominations of qualified candidates submitted in writing by shareholders to our Secretary;

•	making recommendations to the full Board of Directors regarding directors’ compensation;

•	making recommendations to the full Board of Directors regarding governance matters;

•	overseeing the evaluation of the Board and management of the Company;

•	assisting in management succession planning; and

•	reviewing related party transactions.

•	broad-based business, governmental, non-profit, or professional skills and experiences that indicate whether the candidate will be able to make a significant and immediate contribution to the Board’s discussion and decision-making in the array of complex issues facing the Company;

•	exhibited behavior that indicates he or she is committed to the highest ethical standards and the values of the Company;

•	special skills, expertise and background that add to and complement the range of skills, expertise and background of the existing directors;

•	whether the candidate will effectively, consistently and appropriately take into account and balance the legitimate interests and concerns of all our shareholders and other stakeholders in reaching decisions;

•	a global business and social perspective, personal integrity and sound judgment; and

•	time available to devote to Board activities and to enhance their knowledge of the Company.

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(1)	Mr. Madar's term of office expired at the May 2, 2012 annual meeting of shareholders and he did not stand for re-election under the Company’s retirement policy included in the Policy Statement on Significant Corporate Governance Issues.

(2)	Pursuant to the 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) (2006 A&R Director Plan), Mr. Shular elected to defer 100% of his compensation in the form of deferred stock units in 2012.

(3)

The amounts reported in this column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for stock awards granted during 2012. See Note K to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for the assumptions used in calculating such fair value. On May 3, 2012, these directors were awarded 2,654 RSUs, with a grant date fair value of $24.50 per unit, pursuant to the 2006 A&R Director Plan.

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(1)	Includes deferred shares under the Deferred Compensation Plans for Non-employee Directors as follows: Mr. Keithley 18,100, Mr. Khilnani 11,291, Mr. Lawrence 9,246, Dr. Reddy 19,664, Mr. Robertson 9,887, Mr. Sherwin 7,177, Mr. Shular 26,622 and Mr. Wild 5,162.

(2)	Includes shares covered by outstanding options and SARs exercisable within 60 days as follows: Mr. Hipple 124,949, Mr. Grampa 77,577, Mr. Skoch 76,107 and Mr. Chemnitz 18,174 and 9,000 options exercisable within 60 days for Mr. Lawrence.

(3)	Includes 1,429 shares owned by Mr. Sherwin’s children, of which Mr. Sherwin disclaims beneficial ownership.

(4)	Includes 305,807 shares subject to outstanding options and SARs held by officers and directors and exercisable within 60 days.

(5)	Heartland Advisers, Inc., an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reported on a Schedule 13G filed with the Securities and Exchange Commission on February 7, 2013, that as of December 31, 2012, it had shared voting and shared dispositive power with respect to 1,924,844 shares.

(6)

A Schedule 13D/A filed with the Securities and Exchange Commission on March 13, 2012 indicates that, as of March 12, 2012: (a) Gabelli Funds, LLC had sole voting and dispositive power with respect to 413,900 shares; (b) GAMCO Asset Management Inc. had sole voting power with respect to 1,108,000 shares and sole dispositive power with respect to 1,186,100 shares; (c) Teton Advisors, Inc. had sole voting and dispositive power with respect to 178,300 shares; and (d) Gabelli Securities, Inc. (GSI) had sole voting and dispositive power with respect to 5,000 shares. The Schedule 13D/A further indicates that it was being filed by Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer and that he, GSI and certain other entities named therein may be deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing entities as well as certain other persons or entities named therein.

(7)	Opus Capital Group, LLC, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reported on a Schedule 13G filed with the Securities and Exchange Commission on March 13, 2013, that as of December 31, 2012, it had sole voting power with respect to 1,032,898 shares and sole dispositive power with respect to 1,753,546 shares.

(8)	BlackRock, Inc. reported on a Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2013 that as of December 31, 2012, it had sole voting and sole dispositive power with respect to 1,677,419 shares.

(9)	A Schedule 13G filed with the Securities and Exchange Commission on February 14, 2013 indicates that, as of December 31, 2012, Piper Jaffray Companies had sole voting and sole dispositive power with respect to 1,230,429 shares.

(10)

The Vanguard Group, Inc., an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reported on a Schedule 13G/A, filed with the Securities and Exchange Commission on February 12, 2013, that as of December 31, 2012, it had sole voting power with respect to 30,225 shares, shared dispositive power with respect to 29,125 shares and sole dispositive power with respect to 1,144,080 shares. The amount beneficially owned totals 1,173,205 shares.

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•	Salaries - Each NEO received an annual salary increase of 3.3% in 2012, comparable with market median salary increase budgets;

•

Management Incentive Plan (MIP) - Below target annual incentives were earned for 2012, attributable to our below-target performance against our operating profit goal, which represented the majority of the target award opportunity for NEOs, while the component tied to our relative pre-tax return on invested capital (ROIC) performance measured against our peer group was earned at the target level. However, at the Compensation Committee's discretion, the operating profit cash incentive award was completely eliminated for 2012 and, additionally, the ROIC component was reduced to 90% from 100% of target to reflect the charge for the physical inventory adjustment for each of the NEOs and certain Corporate Officers and executives;

•	2012 Long-term Equity Awards - In March 2012, NEOs received an equal value mix of (i) stock appreciation rights (SARs), (ii) time-based restricted stock units (RSUs) and (iii) a combination of performance-based restricted stock units (PRSUs) and performance shares (together, PRSUs/PS) tied to our three-year relative total shareholder return (RTSR) versus industry peers; and

•

2013 Long-term Equity Awards - NEOs will receive an equal value mix of SARs, RSUs, PRSUs tied to three-year RTSR versus peers and PRSUs tied to our three-year ROIC. This revised mix introduces another performance-based equity award component and represents not additional compensation, but rather a reallocation of target values from annual cash incentive opportunities to long-term incentive opportunities.

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•	elimination of the “modified single trigger” provision (allowing for severance payments upon a voluntary resignation for any reason in the 13th month following a change in control) from all future severance agreements with new executives;

•	allowed the excise tax gross-up provisions in existing severance agreements to expire and will exclude them from any new agreements;

•	elimination of all executive perquisite programs, other than periodic executive physicals, for the NEOs, including club dues and financial planning, as well as contributions to the Executive Deferred Compensation Plan II (EDCP II) for NEOs, with the values of such amounts added to salaries at the beginning of 2011;

•

implementation of a "double trigger" for all new equity grants beginning in 2011 which will require both a change in control and a subsequent qualified employment termination to take place prior to the vesting of the equity associated with the grants in the event of a change in control. This new provision replaces the current single trigger which only required a change in control to occur. We also increased the change in control beneficial ownership trigger in those agreements from 20% to 30%;

•

reallocation of a portion of the target total incentive award opportunity for NEOs and other senior executives from short-term cash incentives to long-term equity grants. Beginning in 2013, a portion of the annual incentive award opportunity previously tied to relative ROIC versus peers under the MIP will be reallocated to equity grant values. Incentives tied to ROIC will be provided in the form of PRSUs and measured on an absolute basis over a three-year period. Previously, ROIC was measured annually relative to peers and payable in cash under the MIP. For the Chairman and CEO, 100% of the incentive award opportunity previously tied to relative ROIC under the MIP will be provided in the form of PRSUs, starting in 2013. For our other NEOs, 50% of the incentive award opportunity previously tied to relative ROIC under the MIP will be reallocated to equity grant values in 2013, with the remaining 50% reallocated to equity grant values in 2014;

•	reduction of the term of new SARs grants from ten years to seven years beginning with the grants made in May 2011;

•

shortened the time period over which the average closing stock price is used for purposes of determining equity grant levels from a quarterly (fourth quarter of the calendar year preceding the grant date) to a monthly (last full month ending at least ten business days prior to grant date) basis, effective with grants in 2013. This change is intended to bring grant date equity award values used for accounting expense recognition and proxy statement reporting more in line with intended target values, while also minimizing the impact of daily stock price volatility;

•

implementation of share retention guidelines for the Company's nine senior executives (including all of the NEOs) that require 50% of the net after-tax shares acquired by executives through the exercise of stock options and SARs and the vesting of RSUs be retained by the executive for five years after such event. Any other unencumbered common shares beneficially owned by the executives will count in the determination of whether they satisfy the minimum ownership requirements created by the retention ratio, including any shares owned in the Company's 401(k) Plan and any shares that they held prior to adoption of this policy;

•

implementation of a formal clawback policy that goes beyond the existing provisions contained in our equity award agreements and mandates of the Sarbanes-Oxley Act of 2002. Although clawbacks are not yet required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we adopted a clawback policy in anticipation of required clawback policies. When regulations for clawbacks are promulgated by the SEC and the New York Stock Exchange (NYSE), we will modify our policy accordingly to ensure compliance with the new regulations; and

•

seeking shareholder approval to qualify the MIP for the qualified “performance-based compensation" exemption under Code section 162(m), as further described in Proposal 3 on page 47 in this proxy statement. If this proposal is approved, and based on current tax law, future annual cash incentive awards to our CEO and other qualifying “covered employees” will be designed to permit them to be fully tax deductible to the Company.

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•	attract, motivate and retain key executives with the ability to profitably grow our business portfolio;

•	build a pay-for-performance environment with total pay levels targeted at the competitive market median; and

•	provide opportunities for share ownership to align the interests of our executives with our shareholders.

•

continued to refine our pay-for-performance environment to motivate our NEOs through the use of incentive plans, including the cash-based MIP, SARs grants and newly introduced PRSUs/PS. The changes include use of relative performance measures versus an industry peer group. Our pay-for-performance philosophy is significant in that we primarily pay incentives when warranted by financial performance, as demonstrated by the fact that our MIP and our prior long-term incentive plans have paid out only about 50% of the time in the past ten years. We believe this set of outcomes over a long time period demonstrates the degree of difficulty of the performance targets;

•

targeted MIP award opportunities above the market median and equity grant values below the market median, with combined annual and long-term incentives targeted at the market median. Our rationale for higher MIP opportunities and lower than market equity grants was driven by the historical cyclicality of our various business units and the resulting difficulty we had in forecasting future financial performance accurately for the purposes of long-term incentive plans (i.e., plans with a performance period longer than one year). Beginning in 2013, as the Company has transitioned into a less cyclical business, a portion of incentive award opportunities for NEOs will be reallocated from the MIP to equity grants, with resulting target annual and long-term incentive award values intended to be comparable with market median levels; and

•	eliminated any subjective, but measureable, individual performance goals in the MIP for all of our NEOs, leaving the entire MIP based on the attainment of objective financial performance goals.

•	implement executive pay decisions;

•	design the base pay, incentive pay and benefits for the top executives; and

•	oversee our equity incentive plans.

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•	reported 2009 annual revenue generally between 50% and 200% of our revenue for 2009;

•	business-to-business operations, with sales to other companies rather than the ultimate consumer;

•	a durable goods manufacturing focus; and

•	an orientation toward specialty products and advanced materials, with an emphasis on similar markets.

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•	set salaries (Column 1 above) as a smaller part of total compensation for the NEOs; and

•	provide a greater portion of the NEOs' total pay in equity-based pay that more closely aligns management's interests with those of our shareholders, including SARs grants (Column 3 above), PRSUs/PS (Column 4 above) and time-based RSUs (Column 5 above). In 2012, performance-based grants represented about 67% of the equity opportunities offered to the NEOs.

•	cash-based pay, as well as short-term pay (the combination of salaries and MIP or Columns 1 and 2 above), is about 63% of the total target pay mix, with equity-based, long-term oriented pay representing the other 37%; and

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•	fixed pay (salaries and RSUs or Columns 1 and 5 above) averages about 41% of the total versus 59% for performance-based pay.

•	salary;

•	MIP awards;

•	equity awards;

•	payments upon severance and change in control;

•	retirement and deferred compensation benefits; and

•	health and welfare benefits.

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•	SARs, which are granted at fair market value and appreciate based on increases in the Company's share price and, consequently, the total return achieved for shareholders. SARs vest three years after the grant date, have a term of seven years and are settled in shares;

•

PRSUs/PS, which are tied to our RTSR over three years versus our industry peers. These awards are intended to further align executive pay with long-term shareholder value creation and RTSR performance. The peer group is the same one used for relative ROIC comparisons. Award funding varies based on our three-year RTSR positioning relative to peers as follows: 25th percentile results fund 50% of the target award, 50th percentile results fund 100% of target and performance at or above the 80th percentile funds 200% of target. No PRSUs or PS were earned for relative performance below the peer group 25th percentile. To help manage equity plan share reserves, performance up to the target level earns up to 100% of the target PRSUs, and performance above the target level up to the maximum level earns up to 100% of the target PS (No additional PRSUs are earned for performance above the target level, and no PS are earned below the target level). PRSUs are payable in shares, while PS are payable in cash. Any earned awards vest at the end of the three-year performance cycle; and

•	time-based RSUs, which are designed for retention purposes and are earned by NEOs based on the passage of time and continued employment. The RSUs vest after three years of service.

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•	refrain from competing while employed or for two years after an involuntary termination of employment;

•	refrain from soliciting any employees, agents or consultants to terminate their relationship with us;

•	protect our confidential information; and

•	assign to the Company any intellectual property rights to any discoveries, inventions or improvements made

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•

a portion (100% for the Chairman and CEO and 50% for other NEOs) of the incentive award opportunity that was previously tied to relative ROIC under the MIP will be reallocated to equity grant values. For NEOs other than the Chairman and CEO, the remaining 50% of the incentive award opportunity previously tied to relative ROIC under the MIP will be reallocated to equity grant values beginning in fiscal 2014;

•	incentives tied to ROIC will now be measured on a three-year absolute basis and granted in the form of PRSUs. Previously under the MIP, performance was measured on a one-year basis relative to peers and payable in cash. Any earned PRSUs will be paid in cash;

•	a new Value-added Sales metric will be added to the MIP, with a fiscal 2013 performance mix tied 85% to operating profit and 15% to Value-added Sales (defined as sales less the cost of five specific metals in sales (gold, silver, platinum, palladium and copper);

•	long-term incentives for 2013 will be allocated through an equal value mix of SARs, PRSUs tied to three-year RTSR, PRSUs tied to three-year absolute ROIC and RSUs, with each weighted 25% of the total target long-term incentive award opportunity; and

•	equity grant levels will be calculated using the average closing stock price for the last full month ending at least 10 business days prior to the date of grant. Previously, grant levels were determined using the average closing price for the fourth quarter of the calendar year preceding the grant date.

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(1)	Provided by PM&P in 2012 executive compensation review, updated by 3.2% to a 2013 timeframe.

(2)	2013 salaries as approved by the Committee in late 2012.

(3)	Allocations/payouts assuming target performance. Performance above or below target will result in different payouts.

(4)	Expected/estimated grant values allocated equally across SARs, RSUs, RTSR PRSUs and absolute ROIC PRSUs.

•	the Committee's primary concern was to focus on the larger direct pay programs such as salaries and annual and long-term/equity incentives, which are more easily understood by shareholders;

•

for NEOs and other senior executives, the Committee wanted to increase the emphasis on equity grants and long-term value creation, by shifting a portion of incentive award opportunities from the MIP to equity grants. Resulting annual and long-term target incentives will be comparable with market median levels, as will target total direct compensation. Expressed as percentages of salary, the combined sum of target annual and long-term incentive award opportunities for NEOs in fiscal 2013 remain unchanged from 2012 levels;

•	the Committee decided that two outcomes were important in the performance measure allocation within the 2013 MIP:

•	the Committee decided on an equal value split between SARs, PRSUs tied to RTSR, PRSUs tied to absolute ROIC and RSUs to appropriately balance several key objectives, as follows:

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•	incentive programs provide for balance in that performance measures and goals were tied to the Company's strategic objectives, achievable financial performance centered on the Company's expectations, relative performance against a peer group of companies and specific individual goals;

•	a significant portion of variable compensation is delivered in equity (SARs, PRSUs/PS, and RSUs) with multi-year vesting. The Company believes that equity compensation helps reduce compensation risk by balancing financial or strategic goals against any other factors management may take into consideration to ensure long-term shareholder value;

•	limited upside opportunity on incentive awards further ensures that management does not have any incentive to pursue short-term financial performance at the expense of long-term shareholder value;

•	the Company implemented extended scope share retention guidelines to encourage a focus on long-term growth rather than short-term gains; and

•	the Company extended the scope of our clawback policy to recoup from culpable NEOs any gains that are later found to be based on erroneous financial statements.

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(1)	For 2012, “Salary” includes deferred compensation under the 401(k) Plan in the amount of $22,000 for each of Messrs. Hipple, Grampa and Skoch and $21,804 for Mr. Chemnitz.

(2)	The amounts reported for 2010 represent special awards authorized by the Compensation Committee in its discretion in lieu of a supplemental retirement benefit plan. These special awards were discontinued after 2010 due to the adoption of the SRBP.

(3)

The amounts reported for 2012 in this column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for RSUs granted during 2012 to each NEO and, based on probable outcome, for the PRSUs and PS that are subject to FASB ASC Topic 718. Assuming the highest level of achievement of the performance conditions to which the PRSUs and PS are subject, the fair value of the PRSUs and PS would be: Mr. Hipple $1,156,324, Mr. Grampa $306,338; Mr. Skoch $276,418 and Mr. Chemnitz $203,500. See Note K to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for the assumptions used in calculating the fair values. See the "2012 Grants of Plan Based Awards" table in this proxy statement for information on awards made in 2012.

(4)

The amounts reported for 2012 in this column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for SARs granted to each NEO during 2012. See Note K to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for the assumptions used in calculating the fair value. See the “2012 Grants of Plan Based Awards” table for information on awards made in 2012.

(5)	The amounts in this column for 2012 represent the payments made to the NEOs under the Management Incentive Plan.

(6)	The amounts in this column for 2012 represent the change in pension and SRBP values and earnings in excess of 120% of the applicable federal rate in effect during 2012 for the KESOP and EDCP II plans discussed in this proxy statement. These earnings are as follows:

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(7)	For each NEO, “All Other Compensation” for 2012 includes group life insurance premiums and the Company match in the 401(k) Plan and to the Health Savings Account for Mr. Skoch.

(8)	Mr. Skoch ceased being an executive officer of the Company on December 17, 2012.

(1)

These columns show the PRSUs and PS that were granted in 2012. For each NEO, the PRSUs are the first entry in these columns, and the PS are the second entry in these columns. The PRSUs will be earned based on our RTSR performance over three years versus industry peers. The target level of PRSUs will be earned for target or better performance and settled in shares. The PS will be earned for performance above target levels and will be settled in cash. No additional PRSUs are earned for performance above the target level, and no PS are earned below the target level. The dashes indicated for the PS for threshold and target levels in these columns reflect that PS will be earned only for performance above the target level up to the maximum amount. Any earned awards vest after the end of the 2012-2014 performance cycle.

(2)	This column shows the RSUs that were granted in 2012. These RSUs will vest three years from the date of grant, provided these executives are continuously employed three years from the date of grant.

(3)	This column shows the SARs that were granted in 2012. These SARs become fully exercisable and vest 100% after three years, provided these executives are continuously employed three years from the date of grant.

(4)

The amounts reported in this column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for stock and option awards, the SARs and RSUs, and the fair value based on the probable outcome for the PRSU/PS. See Note K to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for the assumptions used in calculating the fair value.

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(1)	These amounts represent the SARs that were granted in 2012, 2011 and 2010. These SARs vest 100% after three years. The SARs expiring on 2/22/20 were granted on 2/22/10, the SARs expiring on 5/4/18 were granted on 5/4/11 and the SARs expiring on 3/1/19 were granted on 3/1/12.

(2)	RS and/or RSUs were granted to Messrs. Hipple, Grampa, Skoch and Chemnitz on 2/22/10, 5/4/11 and 3/1/12. RS and RSUs vest three years from the date of grant and are subject to forfeiture if these executives are not continuously employed for a three-year period from the date of grant. These awards were granted as follows:

(3)	Amounts in these columns were calculated using the December 31, 2012 Materion Corporation common stock closing price of $25.78 multiplied by the number of shares in the preceding column.

(4)

PRSUs and PS were granted to Messrs. Hipple, Grampa, Skoch and Chemnitz on March 1, 2012. The PRSUs will be earned based on our RTSR performance over three years versus industry peers. The target level of PRSUs will be earned for target or better performance and settled in shares after 12/31/14. The PS will be earned for performance above target levels and will be settled in cash after 12/31/14. No additional PRSUs are earned for performance above the target level, and no PS are earned below the target level. Any earned awards vest after the end of the 2012-2014 performance cycle. The number of PRSUs and PS reported is based on the level of actual achievement for the performance metric through December 31, 2012.

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•	Measurement Date: December 31, 2012

•	Interest Rate for Present Value: 4%

•	Mortality (Pre-commencement): None

•	Mortality (Post-commencement): RP-2000 Mortality Table projected to 2020 using Scale AA (separate male and female rates)

•	Withdrawal and disability rates: None

•	Retirement rates: None prior to Age 65, except age 64 for Mr. Skoch

•	Normal Retirement Age: Age 65, except attained age for Mr. Grampa who turned 65 years old in June 2012 and 64 for Mr. Skoch as explained in the narrative below

•	Accumulated benefit is calculated based on credited service and pay as of December 31, 2012

•	All results shown are estimates only; actual benefits will be based on data, pay and service at time of retirement

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(1)	The amount in this column is also included in the “Salary” column of the “2012 Summary Compensation Table”.

(2)

These earnings include dividends paid in 2011 for the KESOP, which were transferred to the EDCP II in 2012 in the amounts as follows: Mr. Hipple $237, Mr. Grampa $77 and Mr. Skoch $681. Of these amounts, $10,195, $10,546, $11,940 and $7,944 were reported for Mr. Hipple, Mr. Grampa, Mr. Skoch and Mr. Chemnitz, respectively, in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column for 2012 of the "2012 Summary Compensation Table."

(3)	Mr. Skoch exercised all of his KESOP options in 2012.

(4)

The Aggregate Balance at Last FYE for the KESOP for each of the executive officers listed above represents the net amount due the participant upon exercise (i.e., net of the 25% option price due back to the Company). The following amounts shown in this column (and in the "Aggregate Withdrawals/Distributions" column for Mr. Skoch) previously were reported as compensation to the NEOs in the Summary Compensation Table: Mr. Hipple $33,863, Mr. Grampa $38,891, Mr. Skoch $41,963 and Mr. Chemnitz $7,944.

•	a lump-sum payment of two times salary and incentive compensation;

•	the continuation of retiree medical and life insurance benefits for two years;

•	a lump-sum payment equal to the sum of the present value of any bonus he would have received under any long-term incentive plan;

•	any retirement benefits he would have earned under the Company’s qualified retirement plans during the next two years; and

•	reasonable fees for outplacement services, up to a maximum of $20,000.

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(1)	The amounts reported for the NEOs for accelerated vesting of SARs for terminations in connection with a change in control reflect single trigger acceleration amounts. The following portions of the amounts reported for the NEOs for accelerated vesting of RS, RSUs and PRSUs for terminations in connection with a change in control reflect double trigger acceleration

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(2)

In connection with Mr. Skoch's pending retirement in July 2013, we entered into the Transition Agreement with Mr. Skoch in December 2012 that provides he will be employed through July 7, 2013. Mr. Skoch will continue to receive his regular base salary and will be eligible to participate in employee benefit plans until his retirement, although any annual cash bonus (under the Management Incentive Plan) will be pro-rated for 2013. Additionally, the Transition Agreement provides that any existing and future equity awards will continue to vest notwithstanding Mr. Skoch's retirement. Mr Skoch may not be terminated during his employment for any reason other than gross misconduct as detailed in the Transition Agreement. Upon his retirement, Mr. Skoch will have the option of entering into a one-year consulting agreement with the Company, which consulting agreement will provide that Mr. Skoch will be entitled to receive a gross lump sum amount of cash equal to his 2013 annual base salary, payable on the first business day of the seventh month after his retirement (or, if earlier, on his death).

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(1)	Consists of options and SARs awarded under the 1979, 1984, 1989, 1995 and 2006 Stock Incentive Plans, the 1997 Non-employee Director Stock Incentive Plans and the 2006 Amended and Restated Stock Incentive Plan.

(2)	Represents the number of shares of common stock available to be awarded as of December 31, 2012. Effective May 4, 2011, all equity compensation awards are granted pursuant to the shareholder approved Amended and Restated 2006 Stock Incentive Plan and the Amended and Restated 2006 Non-employee Director Equity Plan.

•	the nature of the related person’s interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of transaction;

•	the importance of the transaction to the related person;

•	the importance of the transaction to Materion;

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•	whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Materion; and

•	any other matters the Governance and Organization Committee deems appropriate.

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•	Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic value added);

•	Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);

•	Returns (e.g., profits or cash flow returns on: assets, invested capital, net capital employed and equity);

•	Working Capital (e.g., working capital divided by sales, days' sales outstanding, days' sales inventory and days' sales in payables, or any combination thereof);

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•	Profit Margins (e.g., operating profit or gross profit divided by revenues or Value-Added sales);

•	Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, EBITDA multiple);

•	Sales, Value-added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, Value-added Sales, growth in Value-added Sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

•

Strategic Initiative Key Deliverable Metrics (e.g., product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, increase in yield and productivity and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).

•	the effects of extraordinary, unusual or non-recurring items as defined in accounting principles;

•	changes in applicable accounting principles, tax laws or regulations;

•	currency fluctuations or significant movement in metal prices;

•	asset write-downs, inventory losses or impairment charges;

•	litigation or claim judgments or settlements;

•	environmental remedial costs;

•	non-cash items, such as amortization, depreciation, or reserves;

•	crimes against the Company to the extent not covered by insurance;

•	correction of errors or other charges that relate to a prior year;

•	costs associated with derivatives;

•	civil penalties or other fines;

•	costs associated with our pension or other retirement plans; or

•	the effects of any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, facility shutdown, dissolution, sale of assets, stock or debt refinancing or other similar corporate transaction.

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a)	“Award” shall mean, for any Plan Year, a payment made to a Participant under the terms of this Plan.

b)	“Board of Directors” or “Board” shall mean the Board of Directors of the Company.

c)	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

d)	“Committee” shall mean the Compensation Committee or such other Committee of the Board of Directors, which shall consist solely of two or more “outside directors” within the meaning of section 162(m) of the Code.

e)	“Company” shall mean Materion Corporation, an Ohio corporation and its successors.

f)	“Covered Employee” shall mean a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of section 162(m) of the Code (or any successor provision).

g)	“Eligible Employee” shall mean all officers and other key employees of the Company and any of its Subsidiaries.

h)	“Maximum Amount” shall mean $3,000,000 for any Participant.

i)	“Participant” shall mean an Eligible Employee selected by the Committee to participate in the Plan pursuant to section 5.

j)

“Performance Objectives” shall mean the measurable performance objective or objectives established pursuant to this Plan for Participants pursuant to section 6, Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Performance Objectives may be relative to the performance of one or more other companies or subsidiaries, divisions, departments, regions or functions within such other companies, and may be made relative to an index of one or more of the performance criteria themselves. Awards may be granted subject to Performance Objectives that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Performance Objectives applicable to any Qualified Performance-Based Awards shall be based on one or more, or a combination, of the following criteria:

i.	Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic value added);

ii.	Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);

iii.	Returns (e.g., profits or cash flow returns on: assets, invested capital, net capital employed, and equity);

iv.	Working Capital (e.g., working capital divided by sales, days' sales outstanding, days' sales inventory, and days' sales in payables, or any combination thereof);

v.	Profit Margins (e.g., operating profit or gross profit divided by revenues or Value- added Sales);

vi.	Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, EBITDA multiple);

vii.	Sales, Value-added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, Value-added Sales, growth in Value-added Sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

viii.	Strategic Initiative Key Deliverable Metrics (e.g., product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee

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k)	“Plan” shall mean the Materion Corporation Management Incentive Plan, as amended and restated from time to time.

l)	“Plan Year” shall mean a fiscal year or such shorter period as determined by the Committee in its sole discretion.

m)	“Qualified Performance-Based Award” shall mean any Award to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under section 162(m) of the Code.

n)	“Subsidiary” means a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest.

a)	The Committee (or its designee pursuant to section 4) may make Awards to Participants with respect to each Plan Year, subject to the terms and conditions set forth in the Plan. Awards may be either Qualified Performance-Based Awards or Awards which are not Qualified Performance-Based Awards.

b)	With respect to Qualified Performance-Based Awards, the Committee shall determine for each such Plan Year the following (within 90 days after the commencement of each Plan Year, or such other date as required by section 162(m) of the Code and the regulations promulgated thereunder).

i.	The Award applicable to each Participant for the Plan Year based on one or more Performance Objectives; and

ii.	The payout detailing the total amount which may be available for payout to each Participant based upon the relative level of attainment of the Performance Objective or Performance Objectives.

c)	With respect to Qualified Performance-Based Awards, upon completion of a Plan Year, the Committee shall:

i.	Certify in writing, prior to payment of any Award, whether and to what extent the Performance Objective or Performance Objectives for the Plan Year were satisfied, and the amount available for each Participant's Award pursuant to the payout schedule established in section 6(b)(ii);

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ii.	Authorize payment subject to section 7 of such amounts determined under section 6(c)(i).

d)	With respect to Qualified Performance-Based Awards, the Committee may not modify any terms of Awards established pursuant to this section, except to the extent that after such modification, the Award would continue to constitute qualified “performance-based compensation” for purposes of section 162(m) of the Code.

e)	The Committee retains the discretion to reduce the amount of any Award that would be otherwise payable to a Participant (including a reduction in such amount to zero).

f)	Notwithstanding any other provision of this Plan, in no event shall the Award earned by any Participant for a Plan Year exceed the Maximum Amount.

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