exv10w18







Exhibit 10.18




Amendment to the

Ferro Corporation Deferred Compensation Plan for Executive Employees




     This document (this “Amendment”) is an amendment to the Ferro Corporation Deferred
Compensation Plan for Executive Employees (the “Plan”) of Ferro Corporation (the “Company”) that
was amended and restated as of January 1, 2005.



Background





	A.	 	The Plan currently provides that a Participant’s Account may be invested in Ferro Common
Stock or Treasury instruments, as elected by the Participant.
	 
	B.	 	The Company desires to change, effective January 1, 2010, the Treasury instrument investment
alternative to an investment that mirrors the stable asset investment under the Ferro
Corporation Savings and Stock Ownership Plan.
	 
	C.	 	Section 8.1 of Part A of the Plan and Section 8.1 of Part B of the Plan permit the Company to
amend the Plan, provided that the amendment does not adversely affect the rights of
Participants, and no Participant has yet earned the right to any contribution for the plan
year beginning January 1, 2010; however, the prior provisions notwithstanding, the Plan may be
amended to reduce or eliminate the future deemed interest or earnings credited to the amounts
held in Participants’ Accounts.





Amendment




       NOW, THEREFORE, in consideration of the foregoing, pursuant to the provisions of Section 8.1
of Part A of the Plan and Section 8.1 of Part B of the Plan, the Plan is hereby amended, effective
January 1, 2010, as follows:




	1.	 	Section 4.2 of Part A of the Plan is amended in its entirety to read as follows:






	 	4.2	 	Distribution on Change in Control. If the Participant has elected in
his or her Deferred Compensation Agreement to receive a distribution of the amounts
credited to his or her Account if a Change in Control occurs, then if a Change in
Control occurs, the Ferro Group Company will distribute to the Participant (or, in the
event of the Participant’s death, the Participant’s Beneficiary) a lump sum payment of
the amount credited to the Participant’s Account within thirty (30) days after the
Change in Control. The amount credited to the Participant’s Account will be determined
as of the end of the calendar month immediately preceding the month in which the Change
in Control occurs, with such date being the Valuation Date for purposes of the
distribution. The lump sum payment will be made in the form of cash as regards the
portion of the Participant’s Account deemed to be invested in the Stable Asset
Investment, as described in Section 5.4, and in the form of Ferro Common Stock as
regards the portion of the Participant’s Account deemed to be invested in Ferro Common
Stock.




 









 












	2.	 	Section 4.4 of Part A of the Plan is amended in its entirety to read as follows:






	 	4.4	 	Form of Distribution. Except as provided in Section 4.2 and 4.3,
payment will be made of the Participant’s Account as follows.






	 	(A)	 	Stable Asset Investment. Unless the Participant elects
otherwise in the Deferred Compensation Agreement, the portion of the
Participant’s Account deemed to be invested in the Stable Asset Investment will
be distributed in the form of cash in a single lump sum payment or installment
payments, or a combination of both, as determined by the Administrator.
	 
	 	(B)	 	Ferro Common Stock. The portion of the Participant’s
Account deemed to be invested in Ferro Common Stock will be distributed in the
form of Ferro Common Stock in a single lump sum payment.






	3.	 	Section 5.4 of Part A of the Plan and Section 5.4 of Part B of the Plan are amended in their
entirety to read as follows:






	 	5.4	 	Method for Crediting Investment Return. As described in Section 3.8
above, for periods before 2010, the Ferro Group Companies will maintain separate
Accounts for the Elective Amounts deferred by the Participant before 1999 and after
1998.






	 	(A)	 	Post-1998 and Pre-2010 Account. As elected by the
Participant in his or her Deferred Compensation Agreement, the Elective Amounts
deferred after 1998 but before 2010 will, in the portions specified by the
Participant in the Deferred Compensation Agreement, be deemed to be invested in
either Ferro Common Stock or Treasury instruments, as described below.






	 	(1)	 	Ferro Stock. The Elective Amounts will
be deemed to be invested in shares of Ferro Common Stock as of the date
the Elective Amounts would have been paid to the Participant if they
were not deferred. The Account will be deemed to receive all dividends
(whether in stock or cash) and stock splits which would be received if
the Account was actually invested shares of Ferro Common Stock, and such
dividends and stock splits will be deemed to be reinvested in shares of
Ferro Common Stock as of the date of their receipt. The investment in
Ferro Common Stock will be deemed to be made at the closing sale price
of Ferro Common Stock on the New York Stock Exchange Composite Tape (as
reported in The Wall Street Journal) on the trading day of the deemed
investment.
	 
	 	(2)	 	Treasury Instruments. The Elective
Amounts will be deemed to be invested in Treasury instruments yielding a
rate of interest equal to three hundred (300) basis points over the
Ten-Year Constant Treasury Maturity Yield as reported by the Federal
Reserve Board.






	 	(B)	 	Pre-1999 Account. Each Participant with an Account
credited with Elective Amounts deferred before 1999 will be deemed to be
invested




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	 	 	 	in Treasury instruments as described in Section 5.4(A)(2) above, except to
the extent the Participant elected, in writing during the special election
period provided in 1999, for all or a portion of the Account to be deemed to
be invested in Ferro Common Stock. Under any such election, the portion of
the Account designated by the Participant to be deemed invested in shares of
Ferro Common Stock will be deemed invested as of the date the Elective
Amounts would have been paid to the Participant if they were not deferred,
and otherwise will be valued and credited with dividends and stock splits, in
the same manner as described in Section 5.4(A)(1) above.






	 	(C)	 	Post-2009 Account. As elected by the Participant in
his or her Deferred Compensation Agreement, all Elective Amounts (regardless of
when deferred) will, in the portions specified by the Participant in the
Deferred Compensation Agreement, be deemed to be invested in either Ferro
Common Stock or the Stable Asset Investment, as described below.






	 	(1)	 	Ferro Stock. The Elective Amounts will
be deemed to be invested in shares of Ferro Common Stock as of the date
the Elective Amounts would have been paid to the Participant if they
were not deferred. The Account will be deemed to receive all dividends
(whether in stock or cash) and stock splits which would be received if
the Account was actually invested shares of Ferro Common Stock, and such
dividends and stock splits will be deemed to be reinvested in shares of
Ferro Common Stock as of the date of their receipt. The investment in
Ferro Common Stock will be deemed to be made at the closing sale price
of Ferro Common Stock on the New York Stock Exchange Composite Tape (as
reported in The Wall Street Journal) on the trading day of the deemed
investment.
	 
	 	(2)	 	Stable Asset Investment. All Elective
Amounts (regardless of when deferred) will be deemed to be invested in the
Stable Asset Investment, with the overall effect that, as of January 1,
2010 and beyond, there will be no Treasury instrument investments in the
Plan. For purposes of this Section 6.4, the “Stable Asset Investment”
will mirror the stable asset investment in the Ferro SSOP as designated by
the Company from time to time.






	 	(D)	 	Periodic Adjustment of Accounts. As of each Valuation
Date, the Participant’s Account will be adjusted to reflect earnings and losses
on the deemed investments. To the extent the Account is deemed to be invested
in Ferro Common Stock, it will be credited as of each Valuation Date with
hypothetical appreciation and depreciation and earnings, as computed and
determined by the Administrator based on the value of Ferro Common Stock and
its dividends as provided in Section 5.4(A)(1) above. To the extent the
Participant’s Account is deemed to be invested in the Stable Asset Investment,
it will be credited as of each Valuation Date with the same hypothetical
earnings, gains and losses as is the case with investments in the stable




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	 	 	 	asset investment option under the Ferro SSOP. The Administrator will
provide each Participant annually with a statement showing the balance
credited to the Participant’s Account as of the last day of the preceding
Election Year.






	4.	 	Section 8.2 of Part A of the Plan is amended in its entirety to read as follows:






	 	8.2	 	Effect of Amendment on Distributions. If this Plan is amended to
prohibit future Elective Amounts, then the amounts credited to Participants’ Accounts
will be distributed as provided in Article IV above. If this Plan is terminated, then
the Participants will receive distribution of the amounts credited to their Accounts:






	 	(A)	 	in a single lump sum cash payment with respect to the portion
of the Account deemed to be invested in the Stable Asset Investment, and
	 
	 	(B)	 	in a single lump sum distribution of shares of Ferro Common
Stock with respect to the portion of the Account deemed to be invested in Ferro
Common Stock.
	 
	 	If this Plan is terminated, then the amounts credited to the Participant’s Accounts
will be determined as of the Valuation Date on or immediately preceding the date of
Plan termination.






	5.	 	It is the intent of the Company that the foregoing amendments do not constitute a material
modification to Part A of the Plan such to subject deferred compensation that was earned and
vested under the Plan as of December 31, 2004 to the requirements of Code Section 409A.
	 
	6.	 	Capitalized terms not otherwise defined herein have the same meanings ascribed to them in the
Plan.





        IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 16th day of
December, 2009.




	 	 	 	 	 
	 	Ferro Corporation

 	 
	 	By:  	/s/ James F. Kirsch
 	 
	 	 	James F. Kirsch 	 
	 	 	Chairman, President & Chief

Executive Officer 	 
	 




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