AVX Corporation

Management Incentive Plan





1.  Purpose.  The Company wishes to provide for the award of annual incentive compensation to certain officers of the Company or its Subsidiaries to promote the interests of the Company’s shareholders by providing to such officers incentives to continue and to increase their efforts with respect to, and remain in the employ of, the Company or its Subsidiaries.



2.  Administration.  The Plan will be administered by the Compensation Committee of the Board (the “Committee”), which shall be composed of three or more persons, at least two of whom shall qualify as an “outside director” within the meaning of Section 162(m) of the Internal Revenue code of 1986, as amended.



Subject to the express provisions of the Plan, the Committee shall have plenary authority, in its discretion, to administer the Plan and to exercise all powers and authority either specifically granted to it under the Plan or necessary and advisable in the administration of the Plan, including without limitation the authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to grant Awards, to determine the terms, provisions and conditions of all Awards granted under the Plan (which need not be identical), the officers to whom and the time or times when Awards shall be granted, and to make all other necessary or advisable determinations with respect to the Plan.  The determination of the Committee on such matters shall be conclusive. 



3.  Participants.  The Committee shall from time to time select the officers of the Company to whom Awards are to be granted, and who will, upon such grant, become participants in the Plan.







(a)  Any Performance Criterion and Performance Period applicable to an Award shall be agreed by the Committee no later than 90 days after the commencement of the Performance Period. The Committee shall have the discretion to later revise the Performance Criterion solely for the purpose of reducing or eliminating the amount of compensation otherwise payable related to the Performance Period.





5.  Employment.  Except as provided below, an Award shall terminate, and the participant will forfeit all rights to such Award, if the participant does not remain continuously employed and in good standing with the Company until payment of such Award, unless otherwise approved by the Committee. In the event of the termination of a participant’s employment after the end of a Performance Period but prior to payment of such Award by reason of the participant’s Retirement, Incapacity or death,  the participant, or the participant’s estate, as the case may be, will be entitled to such Award, payable as provided in Section 6 below. In the event of a participant’s Retirement, Incapacity or death prior to the end of a Performance Period, the participant, or the participant’s estate, as the case may be, will be entitled to receive a payment equal to the pro rata portion (based on the number of days worked during the Performance Period) of the Award, if any, that would otherwise be payable if the participant had continued employment through the end of the Performance Period. Such pro rata payment, if any, will be payable as provided in Section 6 below. 



6.Payment of Awards.  Payment with respect to an Award will be made within a reasonable period of time after the determination of any performance Award by the Committee, but no later than 120 days following the end of the Performance Period for which an Award was earned.



7.Nonexclusive Plan.  Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable and such arrangements may be either generally applicable or applicable only in specific cases.



8.Nonassignability.  No Awards may be transferred, alienated or assigned other than by will or by the laws of descent and distribution.



9.Amendment of Discontinuance.  The Plan may be amended or discontinued by the Committee without the approval of the Board.



10.Effect of Plan.  Neither the adoption of the Plan nor any action of the Board or Committee shall be deemed to give any participant any right to continued employment or any other rights.



11.Effective Date of Plan.  The Plan shall take effect as of April 1, 2017.



12. Withholding. The company shall have the authority and the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy

federal, state, country and local taxes (including the participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan.



13.Definitions.  For the purpose of this Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: