EX-10.11



 






	 	 	 	 	 



EXHIBIT
10.11




FERRO CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS




Effective January 1, 1995




 









 








FERRO CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS




TABLE OF CONTENTS




	 	 	 
	ARTICLE I:

	 	DEFINITIONS
	 
	 	 
	ARTICLE II:

	 	DEFERRAL OF FEES
	 
	 	 
	ARTICLE III:

	 	ADMINISTRATION
	 
	 	 
	ARTICLE IV:

	 	AMENDMENT AND TERMINATION
	 
	 	 
	ARTICLE V:

	 	MISCELLANEOUS






 









 






FERRO CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS




     WHEREAS, Ferro Corporation desires to establish a deferred compensation plan for non-employee
members of its Board of Directors who wish to defer all, or a part of, the fees payable for
services as members of such Board of Directors; and



     WHEREAS, such deferred compensation plan was approved by Ferro Corporation on December 9,
1994;



     NOW, THEREFORE, effective as of January 1, 1995, Ferro Corporation establishes the Ferro
Corporation Deferred Compensation Plan for Non-Employee Directors as hereinafter set forth.



 









 





ARTICLE I

DEFINITIONS




     For the purposes hereof, the following words and phrases shall have the meanings indicated.



     1.1. “ACCOUNT” shall mean the account established in accordance with Article II hereof to
which a Participant’s deferred Fees are credited.



     1.2. “BENEFICIARY” shall mean any person designated by a Participant in accordance with the
Plan to receive distribution of all or a portion of the remaining balance of the Participant’s
Account in the event of the death of the Participant prior to receipt by the Participant of the
Stock credited to the Participant’s Account.



     1.3. “CORPORATION” shall mean Ferro Corporation, an Ohio corporation, and its corporate
successors, including the surviving corporation resulting from any merger of Ferro Corporation with
any other corporation or corporations.



     1.4. “DEFERRAL ELECTION AGREEMENT” shall mean (subject to the provisions of Article II hereof)
an irrevocable written election to defer Fees signed by the Director in the form provided by the
Corporation.



     1.5. “DIRECTOR” shall mean any non-employee member of the Board of Directors of the
Corporation.



     1.6. “FEES” shall mean the total fees payable by the Corporation to a Director during a Year
for services rendered during such Year as a Director.



     1.7. “PARTICIPANT” shall mean any Director who has at any time elected to defer the receipt of
Fees in accordance with Article II hereof.



     1.8. “PLAN” shall mean this Ferro Corporation Deferred Compensation Plan for Non-Employee
Directors effective January 1, 1995 as set forth herein, together with all amendments hereto.



     1.9. “STOCK” shall mean common stock, par value $1.00 per share, of the Corporation.



     1.10. “TRUST” shall mean the trust maintained pursuant to the terms of the Ferro Corporation
Deferred Compensation Plan for Non-Employee Directors Trust Agreement effective as of January 1,
1995, entered into between the Corporation and the Trustee.



     1.11. “TRUSTEE” shall mean the trustee of the Trust, initially D. Thomas George, or any
successor.



     1.12. “YEAR” shall mean the calendar year.





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ARTICLE II

DEFERRAL AND PAYMENT OF FEES




     2.1. ELIGIBILITY; ELECTION TO DEFER. Any Director may elect to defer receipt of all or a
specified portion of his or her Fees for any Year in accordance with the provisions of this Article
II and become a Participant.



     A Director who desires to defer receipt of all or a specified portion of his or her Fees for
any Year must complete and deliver to the Corporation a Deferral Election Agreement, no later than
the last day of the Year PRIOR TO the Year for which the Fees would otherwise be earned and paid;
provided, however, that any Director hereafter elected to the Board of Directors of the Corporation
who was not a Director on the preceding December 31 may make an election to defer payment of Fees
for the Year in which he or she is elected to the Board of Directors by delivering such Deferral
Election Agreement to the Corporation within thirty (30) days after becoming a Director. A Director
who timely delivers the Deferral Election Agreement to the Corporation shall thereupon become a
Participant. A Participant’s Deferral Election Agreement shall continue to be effective from Year
to Year until terminated or modified by written notice of the Participant to the Corporation. A
termination or modification of an existing Deferral Election Agreement must be delivered prior to
the beginning of the Year for which such termination or modification is to be effective; and
amounts credited to the Account of a Participant prior to the effective date of such modification
or termination shall not be affected thereby.



     2.2. ACCOUNTS. The Corporation shall maintain an Account for each Participant to which the
Fees deferred by each Participant shall be credited. The Corporation shall thereafter, at the time
when such Fees would have been payable if such Director were not a Participant, contribute an
amount of cash equal to such deferred Fees to the Trust to enable the Trustee to invest such cash
in Stock under the Ferro Corporation Dividend Reinvestment and Stock Purchase Plan. As provided in
the Trust, the Trustee shall maintain separate accounts under the Trust attributable to each
Participant’s Account and the Trust assets (including earnings thereon) allocated to such separate
accounts shall, as provided in the Trust, be separately invested by the Trustee in the Ferro
Corporation Dividend Reinvestment and Stock Purchase Plan.



     2.3. AMOUNT DEFERRED; DURATION OF DEFERRAL. A Participant shall designate on the Deferral
Election Agreement filed pursuant to Section 2.1 the amount of his or her Fees that are to be
deferred for a Year. Such deferred Fees shall be held in the general funds of the Corporation and
shall be credited to a separate Account established in the name of such Participant in accordance
with the provisions of Section 2.2 hereof. Such deferral of Fees shall continue until payment of
the amounts credited to the Participant’s Account shall be made in accordance with the following
provisions:




     (a) The Stock then credited to a Participant’s Account and allocated to the Trust’s
separate account attributable thereto shall be distributed in kind to the Participant (or, if
applicable to the Participant’s Beneficiary) in shares of Stock as soon as administratively
feasible after (i) the nine (9) month anniversary of the date on which the Participant ceases
to be a Director, or (ii) the date of the Participant’s death.





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     (b) In the event of the death of a Participant, the Stock then credited to his or her
Account, and allocated to the Trust’s separate account attributable thereto, shall be
distributed to the Beneficiary or Beneficiaries designated in writing signed by the Participant
in the form provided by the Corporation; in the event there is more than one Beneficiary, such
form shall include the proportion to be paid to each Beneficiary and indicate the disposition
of such share if a Beneficiary does not survive the Participant; in the absence of any such
designation, such distribution shall be divided equally among all other Beneficiaries. A
Beneficiary designation may be changed at any time prior to the Participant’s death by the
Participant’s execution and delivery of a new Beneficiary designation form. The form on file
with the Corporation at the time of the Participant’s death which bears the latest date shall
govern. In the absence of a Beneficiary designation or the failure of any Beneficiary to
survive the Participant, the Stock credited to the Participant’s Account shall be distributed
to the Participant’s estate after the appointment of an executor or administrator. In the event
of the death of any Beneficiary after the death of a Participant, any remaining amount of the
distribution shall be distributed to the estate of such Beneficiary after the appointment of an
executor or administrator for such estate.



     2.4. STATEMENT. Each Participant shall receive a statement of the Stock credited to his or her
Account not less often than annually.



     2.5. TAXES. In the event any taxes are required by law to be withheld or paid from any
payments made pursuant to this Plan, the Corporation or the Trustee shall deduct such amounts from
such payments and transmit such withheld amounts to the appropriate taxing authorities.





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ARTICLE III

ADMINISTRATION




     The Plan shall be administered by the Corporation as an unfunded plan that is not intended to
meet the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as
amended; and all assets of the Trust shall be held by the Trustee in the name of the Trust.



     The Corporation shall cause the administration of the Plan to be carried out through the
person serving as Treasurer of the Corporation from time to time who may also be the person serving
as Trustee. The Corporation shall have all such powers as may be necessary to carry out its duties
under the Plan, including the power to determine all questions relating to eligibility for and the
Stock credited to an Account, all questions pertaining to claims for benefits and procedures for
claims review, and the power to resolve all other questions arising under the Plan, including any
questions of construction. The Corporation may take such further action as the Corporation shall
deem advisable in the administration of the Plan. The actions taken and the decisions made by the
Corporation hereunder shall be final and binding upon all Participants and Beneficiaries.



     The number of shares of Stock credited to a Participant’s Account (and the separate accounts
maintained by the Trustee under the Trust attributable to each Participant’s Account) and the
number of shares of Stock to be distributed to a Participant pursuant to the terms of this Plan
shall be appropriately adjusted by the Corporation (i) to reflect changes in the separate accounts
maintained by the Trustee under the Trust as a result of the Trustee’s investment in Stock pursuant
to the Ferro Corporation Dividend Reinvestment and Stock Purchase Plan, and (ii) in the event of
changes in the outstanding stock of the Corporation by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other
relevant changes in capitalization, and any such adjustments and determinations made by the
Corporation shall be conclusive and binding on all Participants and Beneficiaries.





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ARTICLE IV

AMENDMENT AND TERMINATION




     The Corporation reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors or a duly authorized committee thereof; provided, however, that no such action
shall adversely affect the rights of any Participant to amounts previously credited to the
Participant’s Account.





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ARTICLE V

MISCELLANEOUS




     5.1. NONALIENATION OF ACCOUNT. No right or interest of any Participant in the Plan shall,
prior to actual distribution to such Participant, be assignable or transferable in whole or in
part, either voluntarily or by operation of law or otherwise, or be subject to payment of debts of
any Participant or Beneficiary by execution, levy, garnishment, attachment, pledge, bankruptcy or
in any other manner. No Participant or Beneficiary shall encumber or dispose of the right to
receive any distribution of the shares of Stock credited to his or her Account. If a Participant or
Beneficiary attempts to assign, transfer, alienate, or encumber the right to receive the shares of
Stock credited to an Account hereunder or permits the same to be subject to alienation,
garnishment, attachment, execution, or levy of any kind, then the Corporation, in its discretion,
may hold or distribute such shares or any part thereof to or for the benefit of such Participant or
Beneficiary, the Participant’s spouse, children, or other dependents or any of them, in such manner
and in such proportions as the Corporation may select in its sole discretion. Any such application
of the shares in an Account may be made without the intervention of a guardian. The receipt by the
distributee of such distributions shall constitute a complete acquittance to the Corporation with
respect thereto, and neither the Corporation, nor any officer, member, employee, or agent thereof,
shall have responsibility for the proper application thereof.



     5.2. PLAN NONCONTRACTUAL. Nothing herein contained shall be construed as a commitment to or
agreement with any Director to continue such person’s directorship with the Corporation, and
nothing herein contained shall be construed as a commitment or agreement on the part of the
Corporation to continue the directorship or the rate or amount of Fees of any such person for any
period. All Directors shall remain subject to removal to the same extent as if this Plan had never
been put in effect.



     5.3. INTEREST OF DIRECTOR. The obligation of the Corporation under the Plan to make
distribution of shares of Stock credited to an Account merely constitutes the unsecured promise of
the Corporation herein, and no Participant or Beneficiary shall have any interest in, or a lien or
prior claim upon, any Stock, property or assets of the Corporation or of the Trust. Nothing
contained in this Plan shall confer upon any Director or other person any claim or right to any
distribution under the Plan except in accordance with the terms of the Plan.



     5.4. CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as
giving any person, firm, or corporation any legal or equitable rights against the Corporation, or
the officers, employees, or directors of the Corporation, except any such rights as are
specifically provided for in the Plan or are hereafter created in accordance with the terms and
provisions of the Plan.



     5.5. DELEGATION OF AUTHORITY. Any action to be taken by the Corporation under this Plan may be
taken by the Treasurer of the Corporation.





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     5.6. SEVERABILITY. The invalidity and unenforceability of any particular provision of the Plan
shall not affect any other provision hereof, and the Plan shall be construed in all respects as if
such invalid or unenforceable provisions were omitted hereunder.



     5.7. GOVERNING LAW. The provisions of the Plan shall be governed and construed in accordance
with the laws of the State of Ohio.



     EXECUTED in multiple counterparts at Cleveland, Ohio, effective as of January 1, 1995, but on
the date indicated below.



	 	 	 	 	 
	 

	 	 	 	          FERRO CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	D. Thomas George, Treasurer
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





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