Exhibit 10.1

                           II-VI Incorporated
                 Arrangement for Director Compensation
      (Adopted February 24, 2005; Effective as of January 1, 2005)


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"), which the SEC may deem to be a material
definitive agreement with the directors.

On February 24, 2005, the Board of Directors, upon recommendation from
the Compensation Committee, approved the following compensation
arrangement for the Company's non-employee directors effective as of
January 1, 2005 (the "Effective Date") which superseded those
arrangements which were previously disclosed in the Company's Proxy
Statement for its 2004 Annual Meeting of Shareholders:

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

* The Chairman of the Audit Committee is to receive an additional $4,000
  per calendar year in cash compensation for his or her service.

* The Lead Independent Director is to receive an additional $1,500 per
  calendar year in cash compensation for his or her service.

* In addition to such retainers, non-employee directors will receive fees
  for attendance at meetings of the Board of Directors.  Attendance by a
  non-employee director at one or more of the regularly scheduled meetings
  of the Board of Directors will be compensated in cash at a rate of $1,250
  per day, plus reimbursement of expenses.  Some of the meetings of the
  Board of Directors may be held over a two-day period.

* In addition, non-employee directors will receive fees for attendance at
  Board Committee meetings.  Attendance by a non-employee director at one
  or more of the meetings of the Board's Committees (currently the Audit
  Committee, Compensation Committee and Nominating and Corporate Governance
  Committee) will be compensated in cash at a rate of $850 per day.