EX-10.1






FERRO CORPORATION

2013 OMNIBUS INCENTIVE PLAN




1. Purpose. The purpose of this 2013 Omnibus Incentive Plan (this “Plan”) is to
promote the long-term financial interests and growth of Ferro Corporation and its subsidiaries and
affiliated companies (“Ferro”) by:




(a) Attracting and retaining high-quality key employees and Directors;




(b) Further motivating such employees and Directors to achieve Ferro’s short- and
long-range performance goals and objectives and thus act in the best interests of Ferro and
its shareholders generally;




(c) Aligning the interests of Ferro’s employees and Directors with those of Ferro’s
shareholders by encouraging increased ownership of Ferro Common Stock, par value $1.00 per
share (“Common Stock”), by such executive personnel and Directors; and




(d) Providing components to allow Ferro to offer competitive compensation to its
employees.



2. Plan Administration. The Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) (or such other committee as the Board may from time to time
designate) will administer this Plan. The Committee shall consist of not less than three Directors,
all of whom shall be Non-Employee Directors (as defined in Rule 16b-3(b)(3)(i) of the Securities
Exchange Act of 1934) and Outside Directors (as defined in Section 162(m) of the Internal Revenue
Code of 1986, as amended from time to time (the “Code”)). If Ferro’s shareholders approve the Plan,
the Ferro Corporation 2010 Long-Term Incentive Plan (the “Prior Plan”) will terminate in its
entirety effective on the date of such approval (the “Approval Date”); provided that all
outstanding awards under the Prior Plan as of the Approval Date shall remain outstanding and shall
be administered and settled in accordance with the provisions of the Prior Plan. Subject to any
limitations established by the Board, in administering this Plan the Committee will have conclusive
authority:




(a) To determine the terms and conditions, not inconsistent with the provisions of this
Plan, of any Award granted under this Plan and prescribe the form of any agreement or
document applicable to any such Award;




(b) To construe and interpret the provisions of this Plan and all Awards granted under
this Plan; and




(c) To establish, amend, and rescind rules and regulations for the administration of
this Plan.



The Committee will also have such additional authority as the Board may from time to time determine
to be necessary or desirable in order to further the purposes of this Plan.



3. Awards to Participants. The Committee will select the employees and Directors
of Ferro (“Participants”) who will participate in this Plan and determine the type(s) and number of
award(s) (“Awards”) to be made to each such Participant. The Committee will determine the terms,
conditions and limitations applicable to each Award. The Committee may, if it so chooses, delegate
authority to Ferro’s Chief Executive Officer to select certain of the Participants (other than
officers and Directors subject to reporting under Section 16 of the Securities Exchange Act of
1934) and to determine Awards to be granted to such Participants on such terms as the Committee may
specify. Awards may be made singly, in combination, or in exchange for a previously granted Award
and also may be made in combination or in replacement of, or as alternatives to, grants or rights
under any other employee plan of Ferro, including the plan of any acquired entity.



4. Types of Awards. Under this Plan, the Committee will have the authority to
grant the following types of Awards to Participants of Ferro:




(a) Stock Options. The Committee may grant Awards in the form of Stock
Options. Such Stock Options may be either incentive stock options (within the meaning of
Section 422 of the Code) or nonstatutory stock options (not intended to qualify under
Section 422 of the Code). However, incentive stock options may be granted only to employees
of Ferro and subsidiary corporations that are at least 50% owned, directly or indirectly, by
Ferro. The option price of a Stock Option may be not less than the per share Fair Market
Value of the Common Stock on the date of the grant. For the purposes of all grants of
Awards under this Plan, “Fair Market Value” means, as of any given date, the quoted closing
price of the Common Stock on such date on the New York Stock Exchange or, if no such sale of
the Common Stock occurs on the New York Stock Exchange on such date, then such closing price
on the next day on which the Common Stock is traded. If the Common Stock is no longer
traded on the New York Stock Exchange, then the Fair Market Value of the Common Stock shall
be determined by the Committee in good faith; provided, however, that (i) if the Common
Stock is readily tradable on an established securities market, the Fair Market Value shall
be determined in the same manner as when it was traded on the New York Stock Exchange; and
(ii) if the Common Stock is not traded on an established securities market, Fair Market
Value shall be determined using a reasonable application of a reasonable valuation method.
Except as provided in Section 7 hereof, the terms of outstanding Stock Options may not be
amended to reduce the exercise price of such outstanding Stock Options or otherwise increase
the value of such outstanding Stock Options and outstanding Stock Options may not be
cancelled or exchanged for cash, other Awards or other Stock Options with an exercise price
that is less than the exercise price of the original Stock Options without shareholder
approval. Stock Options will be exercisable in whole or in such installments and at such
times and upon such terms as the Committee may specify. No Stock Option, however, may be
exercisable more than ten years after its date of grant. A Participant will be permitted to
pay the exercise price of a Stock Option in cash, with shares of Common Stock or by a
combination of cash and Common Stock. The aggregate fair market value (determined at the
time the option is granted) of shares of Common Stock as to which incentive stock options
are exercisable for the first time by a Participant during any calendar year (under this
Plan and any other plan of Ferro) may not exceed $100,000 (or such other limit as may be
fixed by the Code from time to time). Any Stock Option granted that is intended to qualify
as an incentive stock option, but fails to so qualify at or after the date of grant will be
treated as a nonstatutory stock option.




(b) Stock Appreciation Rights. The Committee may grant Awards in the form of
Stock Appreciation Rights. Stock Appreciation Rights will be granted for a stated number of
            shares of Common Stock on such terms, conditions and restrictions as the Committee deems
appropriate. Stock Appreciation Rights will entitle a Participant to receive a payment, in
cash or Common Stock, as determined by the Committee, equal to the excess of (x) the Fair
Market Value, on the date of exercise or surrender, of the number of shares of Common Stock
covered by such exercise or surrender over (y) the Stock Appreciation Rights exercise price
(which may not be less than the Fair Market Value on the date of grant). Stock Appreciation
Rights must be exercised within ten years of the date of grant. Except as provided in
Section 7 hereof, the terms of outstanding Stock Appreciation Rights may not be amended to
reduce the exercise price of outstanding Stock Appreciation Rights or otherwise increase the
value of such outstanding Stock Appreciation Rights and outstanding Stock Appreciation
Rights may not be cancelled or exchanged for cash, other Awards or other Stock Appreciation
Rights with an exercise price that is less than the exercise price of the original Stock
Appreciation Rights without shareholder approval. Stock Appreciation Rights may be granted
either separately or in conjunction with other Awards granted under this Plan. Any Stock
Appreciation Right related to a Stock Option, however, will be exercisable only to the
extent the related Stock Option is exercisable. Similarly, upon exercise of a Stock
Appreciation Right as to some or all of the shares of Common Stock covered by a related
Stock Option, the related Stock Option will be canceled automatically to the extent of the
Stock Appreciation Right exercised, and such shares of Common Stock shall not be eligible
for subsequent grant. Any Stock Appreciation Right related to a nonstatutory stock option
may be granted at the same time such stock option is granted or at any subsequent time
before exercise or expiration of such stock option. Any Stock Appreciation Right related to
an incentive stock option must be granted at the same time such incentive stock option is
granted.




(c) Restricted Awards. The Committee may grant Awards in the form of actual
            shares of Common Stock (“Restricted Shares”) or hypothetical Common Stock units having a
value equal to the Fair Market Value of an identical number of shares of Common Stock
(“Restricted Stock Units” and together with Restricted Shares, “Restricted Awards”). Such
Restricted Awards may be in such numbers of shares of Common Stock and at such times as the
Committee determines. Such Restricted Awards will have such periods of vesting and
forfeiture restrictions as the Committee may determine at the time of grant. The Committee
may, in its discretion, permit dividends on Restricted Awards to be paid or require such
dividends to be deferred or reinvested in additional Restricted Awards and subject to
forfeiture until the underlying Restricted Award has vested. With respect to Restricted
Awards that vest based solely on the lapse of time, the aggregate Award may not vest in
whole less than three years from the date of grant and no installment of an Award may vest
less than 12 months from the date of grant. With respect to Restricted Awards that vest
based on performance criteria, the restriction period applicable to such Restricted Awards
may not be less than 12 months. Notwithstanding the foregoing, the minimum vesting
requirements described in the immediately preceding two sentences shall not apply to
Restricted Awards that are settled in cash, and the Committee may authorize the grant of
Restricted Awards that are subject to periods of vesting and forfeiture of, in the case of
Awards that vest based solely on the lapse of time, less than three years, and in the case
of Awards that vest based on performance criteria, less than 12 months, provided the amount
of such Awards, when taken together with any Performance Shares granted pursuant to Section
4(d) and other Awards granted pursuant to Section 4(e) that are similarly not subject to
vesting or forfeiture time limits, in the aggregate do not exceed ten percent of the maximum
number of shares of Common Stock that may be issued or delivered under this Plan as set
forth in Section 6 below.




(d) Performance Awards. The Committee may grant Awards in the form of cash,
            shares of Common Stock (“Performance Shares”) or a combination thereof that are earned upon
achievement or satisfaction of Performance Targets specified by the Committee (collectively,
“Performance Awards”). Performance Awards may be in such cash amount, numbers of shares of
Common Stock or a combination thereof and at such times as the Committee determines. The
Committee shall specify the time and manner of payment of the Performance Awards earned.
Performance Shares will be (i) represented by forfeitable shares of Common Stock issued on
the date of grant of a Performance Share Award or (ii) phantom Performance Shares.
Performance Awards will be earned upon satisfaction of Performance Targets relating to
Performance Periods established by the Committee at or prior to the date of a grant. At the
end of the applicable Performance Period, Performance Awards in the form of Performance
Shares will be converted into Common Stock, cash, or a combination of Common Stock and cash,
or forfeited, based upon the level of achievement of the Performance Targets as determined
by the Committee. If Performance Shares initially were represented by forfeitable Common
Stock, such Common Stock will become nonforfeitable or be repurchased by Ferro at the time
of payment. Performance Shares represented by forfeitable Common Stock may not become
nonforfeitable less than 12 months from the date of grant. Notwithstanding the foregoing,
the minimum nonforfeitability requirement described in the immediately preceding sentence
shall not apply to Performance Awards that are settled in cash, and the Committee may
authorize the grant of Performance Shares that are subject to periods of vesting and
forfeiture of less than 12 months, provided the amount of such Awards, when taken together
with any Restricted Awards granted pursuant to Section 4(c) and other Awards granted
pursuant to Section 4(e) that are similarly not subject to vesting or forfeiture time
limits, in the aggregate do not exceed ten percent of the maximum number of shares of Common
Stock that may be issued or delivered under this Plan as set forth in Section 6 below.




The Committee may establish Performance Targets in terms of any or all of the
following:




(i) net earnings or net income (before or after taxes);



	 	 	 
	(ii)

(iii)

(iv)

	 	basic or diluted earnings per share (before or after taxes);

value-added sales or value-added sales growth;

gross revenue or gross revenue growth;







(v) gross profit or gross profit growth;




(vi) operating profit (before or after taxes) or operating profit growth;




(vii) return on assets, capital, invested capital, equity or sales;




(viii) cash flow (including, but not limited to, operating cash flow, free cash
flow, change in net debt, and cash flow return on capital);




(ix) earnings before or after taxes, interest, and/or depreciation and
amortization;




(x) gross margins or operating margins;




(xi) improvements on capital structure;




(xii) budget and expense management or sales, general, and administrative
expenses as a percent of sales;




(xiii) productivity ratios;




(xiv) economic value added or other value added measurements;




(xv) Common Stock price and/or related return measures (including, but not
limited to, growth measures and total shareholder return);



	 	 	 
	(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

(xxii)

(xxiii)

	 	expense targets;

profit margins;

operating efficiency;

working capital or changes in working capital;

enterprise value;

safety record;

sales and sales growth;

market share;







(xxiv) completion of acquisitions, divestitures, joint ventures, or business
expansions;




(xxv) completion of restructuring programs;




(xxvi) debt leverage ratios and other credit ratios; or




(xxvii) the attainment of levels of performance of Ferro under one or more of
the measures described above relative to the performance of other businesses, or
various combinations of the foregoing, or changes in any of the foregoing.




Performance targets may exclude the effects of special charges, including restructuring and
impairment charges, asset write-offs, or other non-recurring charges. Performance Targets
applicable to Performance Awards may vary from Award to Award and from Participant to
Participant.




When determining whether Performance Targets have been attained, the Committee will
have the discretion to make adjustments to take into account extraordinary or nonrecurring
items or events, or unusual nonrecurring gains or losses identified in Ferro’s financial
statements, provided such adjustments are made in a manner consistent with Section 162(m) of
the Code (to the extent applicable). Performance Awards made to Participants subject to
Section 162(m) of the Code are intended to qualify under Section 162(m) and the Committee
will interpret the terms of such Awards in a manner consistent with that intent to the
extent appropriate. (The foregoing provisions of this Section 4(d) will also apply to
Restricted Awards made under Section 4(c) to the extent such Restricted Awards are subject
to performance goals of Ferro.)




(e) Other Common Stock Based Awards. The Committee may grant Awards in the
form of Common Stock, phantom Common Stock units, deferred Common Stock or units, or other
Awards valued in whole or in part by reference to, or otherwise based upon, Common Stock.
Such Common Stock Based Awards may be settled in cash or Common Stock, or a combination
thereof, and will be subject to terms and conditions established by the Committee and set
forth in the applicable Award Agreement. With respect to any such Awards represented by
forfeitable Common Stock that vest or become nonforfeitable based solely on the lapse of
time, the aggregate Award may not vest or become nonforfeitable in whole less than three
years from the date of grant and no installment of an Award may vest or become
nonforfeitable less than 12 months from the date of grant. With respect to any such Awards
represented by forfeitable Common Stock that vest or become nonforfeitable based on
performance criteria, the Award may not vest or become nonforfeitable less than 12 months
from the date of grant. Notwithstanding the foregoing, the minimum
vesting/nonforfeitability requirements described in the immediately preceding two sentences
shall not apply to Common Stock Based Awards that are settled in cash, and the Committee may
authorize the grant of Common Stock Based Awards that are subject to periods of vesting and
forfeiture of, in the case of Awards that vest based solely on the lapse of time, less than
three years, and in the case of Awards that vest based on performance criteria, less than 12
months, provided the amount of such Awards, when taken together with any Restricted Awards
granted pursuant to Section 4(c) and any Performance Shares granted pursuant to Section 4(d)
that are similarly not subject to vesting or forfeiture time limits, in the aggregate do not
exceed ten percent of the maximum number of shares of Common Stock that may be issued or
delivered under this Plan as set forth in Section 6 below.




(f) Dividend Equivalent Rights. The Committee may grant Awards in the form of
Dividend Equivalent Rights. Dividend Equivalent Rights entitle the Participant to receive
credits based on cash distributions that would have been paid on the shares of Common Stock
specified in the Dividends Equivalent Right (or other Award to which it relates) if such
            shares had been issued to and held by the Participant. A Dividend Equivalent Right may be
granted hereunder to any Participant as a component of another Award (except for Stock
Options and Stock Appreciation Rights) or as a freestanding Award, with such terms and
conditions as set forth by the Committee; provided that Dividend Equivalent Rights with
respect to an Award that vests or is earned based on Performance Targets shall be
accumulated until such Award vests or is earned, and the Dividend Equivalent Rights will not
be paid if the Performance Targets are not achieved.



5. Award Agreements. All Awards to Participants under this Plan will be
evidenced by a written agreement (an “Award Agreement”) between Ferro and the Participant, which
may, but need not, be executed by the Participant, containing such terms not inconsistent with this
Plan as the Committee may determine, including such restrictions, conditions, and requirements as
to transferability, continued employment, individual performance or financial performance of Ferro
or a subsidiary or affiliate as the Committee deems appropriate, and, for Awards subject to Section
409A of the Code, including further such terms and conditions specifying time and form of payment,
deferral, acceleration of distributions and elections, all as may be required in order to satisfy
the requirements of Section 409A of the Code. Each such Award Agreement will, however, provide
that the Award will be forfeitable if, in the opinion of the Committee, the Participant, without
the written consent of Ferro:




(a) Directly or indirectly, engages in, or assists or has a material ownership interest
in, or acts as agent, advisor or consultant of, for, or to any person, firm, partnership,
corporation or other entity that is engaged in the manufacture or sale of any products
manufactured or sold by Ferro, or any subsidiary or affiliate, or any products that are
logical extensions, on a manufacturing or technological basis, of such products;




(b) Discloses to any person any proprietary or confidential business information
concerning Ferro, or any of the officers, Directors, employees, agents, or representatives
of Ferro, which the Participant obtained or which came to his or her attention during the
course of his or her employment with Ferro;




(c) Takes any action likely to disparage or have an adverse effect on Ferro or any of
the officers, Directors, employees, agents, or representatives of Ferro;




(d) Induces or attempts to induce any employee of Ferro to leave the employ of Ferro or
otherwise interferes with the relationship between Ferro and any of its respective
employees, or hires or assists in the hiring of any person who was an employee of Ferro, or
solicits, diverts or otherwise attempts to take away any customers, suppliers, or
co-venturers of Ferro, either on the Participant’s own behalf or on behalf of any other
person or entity; or




(e) Otherwise performs any act or engages in any activity which in the opinion of the
Committee is inimical to the best interests of Ferro.



6. Shares Subject to this Plan. The shares of Common Stock to be issued under
this Plan may be either authorized but unissued shares or previously issued shares reacquired by
Ferro and held as treasury shares, as the Committee may from time to time determine. Subject to
adjustment as provided in Section 7 below, the maximum aggregate number of shares of Common Stock
that may be issued or delivered under this Plan is 4,400,000 shares of Common Stock, including the
number of shares of Common Stock that, on the Approval Date, are available to be granted under the
Prior Plan but which are not then subject to outstanding awards under the Prior Plan.



Any shares of Common Stock issued by Ferro through the assumption or substitution of
outstanding grants previously made by an acquired corporation or entity shall not reduce the number
of shares available for Awards under this Plan. If any shares of Common Stock subject to any Award
granted under this Plan or Prior Plans are forfeited, terminated or are settled in cash without the
issuance of such shares, the shares subject to such Award, to the extent of any such forfeiture or
nonissuance, shall again be available for grant under this Plan as if such shares had not been
subject to an Award. With respect to Stock Appreciation Rights settled in shares of Common Stock,
the net number of shares subject to the Stock Appreciation Right shall be counted against the
number of shares for issuance under this Plan regardless of the number of shares of Common Stock
issued upon settlement. Shares of Common Stock subject to an Award granted under the Plan tendered
by a Participant as full or partial payment to Ferro of an option or exercise price or to satisfy a
Participant’s tax withholding obligations with respect to such Award will again be made available
for issuance or delivery as Awards under the Plan.



Subject to adjustment as provided in Section 11, no Participant shall be granted during any 12
month period, Awards with respect to more than 1,500,000 shares of Common Stock in the aggregate.
If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is
based shall not count toward the individual share limit set forth in this Section 6. The maximum
aggregate compensation that may be paid under an Award to be settled in cash in any calendar year
to a Participant shall be $4,000,000; provided that if an Award to be settled in cash is subject to
a Performance Period of more than 12 months, the maximum aggregate compensation shall equal the
product of $4,000,000 and the full number of 12-month periods in the Performance Period.



7. Adjustments Upon Changes in Capitalization. If the outstanding shares of
Common Stock are changed by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any change in the corporate
structure or Common Stock of Ferro, then the maximum aggregate number and class of shares of Common
Stock as to which Awards may be granted under this Plan, the maximums described in Section 6 above,
the shares of Common Stock issuable pursuant to then outstanding Awards, and the option price of
outstanding stock options and any related Stock Appreciation Rights shall be appropriately adjusted
by the Committee. If Ferro makes an extraordinary distribution in respect of Common Stock or
effects a pro rata repurchase of Common Stock, the Committee may consider the economic impact of
the extraordinary distribution or pro rata repurchase on Participants and make such adjustments as
it deems equitable under the circumstances. For purposes of this Section 7,




(a) The term “extraordinary distribution” means a dividend or other distribution of (i)
cash, where the aggregate amount of such cash dividend or distribution together with the
amount of all cash dividends and distributions made during the preceding twelve months, when
combined with the aggregate amount of all pro rata repurchases (for this purpose, including
only that portion of the aggregate purchase price of such pro rata repurchases that is in
excess of the fair market value of the Common Stock repurchased during such 12-month
period), exceeds ten percent of the aggregate fair market value of all shares of Common
Stock outstanding on the record date for determining the shareholders entitled to receive
such extraordinary distribution, or (ii) any shares of capital stock of Ferro (other than
            shares of Common Stock), other securities of Ferro, evidences of indebtedness of Ferro or
any other person, or any other property (including shares of any subsidiary of Ferro), or
any combination thereof; and




(b) The term “pro rata repurchase” means a purchase of shares of Common Stock by Ferro,
pursuant to any tender offer or exchange offer subject to section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or any successor provision of law, or
pursuant to any other offer available to substantially all holders of Common Stock other
than a purchase of shares of Ferro made in an open market transaction.



The determinations of the Committee under this Section 7 shall be final and binding upon all
Participants, in the absence of revision by the Board.



8. Assignment and Transfer. No Award of a Stock Option or a related Stock
Appreciation Right shall be transferable by a Participant or Director except by will or the laws of
descent and distribution, and Stock Options and Stock Appreciation Rights may be exercised during a
Participant’s or Director’s lifetime only by the Participant or Director or the Participant’s or
Director’s guardian or legal representative. Notwithstanding the foregoing, the Committee may, in
its discretion, authorize the transfer of all or a portion of a Stock Option and related Stock
Appreciation Right (other than an incentive stock option), so long as such transfer is made for no
consideration, to:




(a) a Participant’s or Director’s spouse, children, grandchildren, parents, siblings
and other family members approved by the Committee (collectively, “Family Members”) during
such Participant’s or Director’s lifetime;




(b) trust(s) for the exclusive benefit of such Participant, Director, or Family
Members;




(c) partnerships or limited liability companies in which such Participant, Director, or
Family Members are at all times the only partners or members; or



(d) charitable organizations as defined in Section 501I(3) of the Code, but only if the
transfer would not result in the loss of any exemption under Rule 16b-3 of the Exchange Act with
respect to any Award.



Any transfer to or for the benefit of Family Members permitted under this Plan may be made subject
to such conditions or limitations as the Committee may establish to ensure compliance under the
Federal securities laws, or for other purposes. Subject to the terms of the Award, a
transferee-Family Member may exercise a Stock Option and/or related Stock Appreciation Right during
or after the Participant’s or Director’s lifetime.



The rights and interests of a Participant or Director with respect to any Award made under
this Plan other than Stock Options and related Stock Appreciation Rights may not be assigned,
encumbered or transferred except, in the event of the death of a Participant or Director, by will
or the laws of descent and distribution; provided, however, that the Board is specifically
authorized to permit assignment, encumbrance, and transfer of any such other Award if and to the
extent it, in its sole discretion, determines that such assignment, encumbrance or transfer would
not produce adverse consequences under tax or securities laws and such transfer is made for no
consideration.



9. Change of Control. The obligations of Ferro under the Plan shall be binding
upon any successor corporation or organization resulting from a merger, consolidation or other
reorganization of Ferro, or upon any successor corporation or organization succeeding to all or
substantially all of the assets and business of Ferro (each, a “Successor Corporation”). Except as
the Board may expressly provide in an Award Agreement, change in control agreement or otherwise,
(i) each outstanding Award shall be assumed or an equivalent Award substituted by the Successor
Corporation, and (ii) if a Participant’s Continuous Service is terminated without Cause during the
24-month period following a Change of Control, the following will apply:




(a) All Stock Options (including Director Stock Options) and Stock Appreciation Rights
then outstanding shall become fully exercisable as of the termination date;




(b) All restrictions and conditions with respect to all Restricted Awards then
outstanding shall be deemed fully released or satisfied as of the termination date ; and




(c) With respect to Performance Awards, all incomplete Performance Periods in respect
of such Award in effect on the date the termination occurs shall end on the date of such
termination and the Committee shall (i) determine the extent to which the Performance
Targets with respect to each such Performance Period have been met based upon such audited
or unaudited financial information then available as it deems relevant and (ii) cause to be
paid to the applicable Participant partial or full Awards with respect to the Performance
Targets for each such Performance Period based upon the Committee’s determination of the
degree of attainment of the Performance Targets or, if not determinable, assuming that the
applicable “target” levels of performance have been attained, or on such other basis
determined by the Committee. To the extent practicable, any actions taken by the Committee
under this paragraph (d) shall occur in a manner and at a time that allows affected
Participants the ability to participate in the Change of Control with respect to the shares
of Common Stock subject to their Awards.



In the event that the Successor Corporation in a Change of Control refuses to assume or
substitute for the Award, the Committee may cause any or all of such Awards to become fully
exercisable immediately prior to the consummation of such transaction and all forfeiture
restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of
assumption or substitution in the event of a Change of Control, the Committee shall notify the
Participant that the Award shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, contingent upon the occurrence of the Change of Control and the Award shall
terminate upon the expiration of such period.



In addition, in the event of a Change of Control, the Committee may in its discretion and upon
at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to
the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based
upon the price per share of Common Stock received or to be received by other shareholders of the
Company in the event. In the case of any Stock Option or Stock Appreciation Right with an exercise
price that equals or exceeds the price paid for a share of Common Stock in connection with the
Change of Control, the Committee may cancel the Stock Option or Stock Appreciation Right without
the payment of consideration therefor.



For purposes of this Section 9, the following terms shall have the meanings set forth below:



“Cause” means that, in the reasonable judgment of the Committee, any of the following events
have occurred: (i) the willful or negligent failure by the Participant to substantially perform his
or her duties with Ferro and, after written notification by Ferro to the Participant, the continued
failure of the Participant to substantially perform such duties; (ii) the willful or negligent
engagement by the Participant in conduct that is demonstrably and materially injurious to Ferro,
financially or otherwise; (iii) action or inaction by the Participant that constitutes a breach of
fiduciary duty with respect to Ferro or any of its subsidiaries; (iv) the engagement by the
Participant in egregious misconduct involving moral turpitude; or (v) the Participant’s material
breach of any agreement in respect of confidentiality with Ferro.



“Change of Control” means: (i) the acquisition by any “person” (within the meaning of section
14(d) of the Exchange Act) of beneficial ownership, directly or indirectly, of securities of Ferro
representing twenty-five percent (25%) or more of the combined voting power of Ferro’s then
outstanding securities, (ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board cease for any reason to constitute at least a
majority of the Board unless the election, or the nomination for election, by Ferro’s shareholders
of each new Director was approved by a vote of at least two-thirds of the Directors then still in
office who were Directors at the beginning of the period (iii) a reorganization, merger,
consolidation, statutory share exchange or similar form of corporate transaction involving Ferro
occurs, other than a reorganization, merger, consolidation, statutory share exchange or similar
form of corporate transaction that would result in Ferro’s shareholders holding securities that
represent immediately after such reorganization, merger, consolidation, statutory share exchange or
similar form of corporate transaction more than twenty-five percent (25%) of the voting securities
of either Ferro or the other entity that survives such reorganization, merger, consolidation,
statutory share exchange or similar form of corporate transaction (or the parent of such entity) or
(iv) the sale, transfer, conveyance or other disposition, directly or indirectly, of all or
substantially all of Ferro’s assets to an entity that is not controlled by Ferro or its
shareholders; provided, however, that no Change of Control shall be deemed to occur solely as a
result of the acquisition of any securities of Ferro by a trust exempt from tax under Section
501(a) of the Code that is formed for the purpose of providing retirement or other benefits to
employees of Ferro, any subsidiary or any affiliate.



“Continuous Service” means the Participant’s service with Ferro or any subsidiary or affiliate
of Ferro, whether as an employee, consultant or Director, is not interrupted or terminated. The
Participant’s Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders service to Ferro or any subsidiary or an affiliate
of Ferro as an employee, consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of the Participant’s
Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this
sentence shall only be given effect to the extent consistent with Section 409A of the Code.



“Good Reason” means the occurrence of any of the following: (i) a reduction in a Participant’s
annual base salary rate, unless such reduction generally applies to other similarly situated
Participant’s regardless of the reason(s) therefor; (ii) a substantial diminution in a
Participant’s duties, authorities or responsibilities; or (iii) the relocation of a Participant’s
principal place of employment with Ferro such that (a) the distance from the former principal place
of employment to the relocated principal place of employment is over fifty (50) miles and (b) the
distance from his or her primary residence to the relocated principal place of employment is over
fifty (50) miles; provided, however, that Good Reason shall exist only to the extent that a
Participant provides Ferro, in care of the Legal Department at Ferro’s then-current corporate
headquarters, with written notice of his or her intention to terminate employment with Ferro for
Good Reason that specifies the condition(s) constituting Good Reason and Ferro fails to correct
such condition(s) within ten (10) business days from receipt of such written notice.
Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the one hundred and
twentieth (120th) day following the later of its occurrence or the Participant’s knowledge thereof,
unless the Participant has given Ferro written notice of such condition and of the Participant’s
intent to terminate for Good Reason prior to such date. With respect to the Chief Executive Officer
only, Good Reason shall also include a change in responsibilities such that the Chief Executive
Officer reports to someone other than directly to Ferro’s Board of Directors.



10. Employee Rights Under this Plan. No employee or other person shall have any
claim or right to be granted any Award under this Plan. Neither this Plan nor any action taken
under this Plan shall be construed as giving any employee any right to be retained in the employ of
Ferro or any subsidiary or affiliate.



11. Settlement by Subsidiaries and Affiliates. Settlement of Awards held by
employees of subsidiaries or affiliates shall be made by and at the expense of such subsidiary or
affiliate. Ferro either will sell or contribute, in its sole discretion, to the subsidiary or
affiliate, the number of shares needed to settle any Award that is granted under this Plan.



12. Securities Law Issues. All shares of Common Stock or other securities issued
under the Plan shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any
applicable federal or state securities laws, and the Committee may cause a legend or legends to be
placed on any certificates for such shares to make appropriate reference to such restrictions or to
cause such restrictions to be noted in the records of Ferro’s stock transfer agent and any
applicable book entry system.



13. Taxes. No later than the date as of which an amount first becomes includable
in the gross income of the Participant for federal income tax purposes with respect to any Award
under the Plan, the Participant shall pay to Ferro, or make arrangements satisfactory to the
Committee regarding the payment of, any federal, state or local taxes or other items of any kind
required by law to be withheld with respect to such amount. Subject to the following sentence,
unless otherwise determined by the Committee, withholding obligations may be settled with Common
Stock, including unrestricted Common Stock previously owned by the Participant or Common Stock that
is part of the Award that gives rise to the withholding requirement. Notwithstanding the
foregoing, any election by a Section 16 Participant to settle such tax withholding obligation with
Common Stock that is previously owned by the Participant or part of such Award shall be subject to
prior approval by the Committee, in its sole discretion which may be granted in the applicable
Award Agreement. The obligations of Ferro under the Plan shall be conditional on such payment or
arrangements and Ferro, to the extent permitted by law, shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Participant.



14. Amendment or Termination. Ferro reserves the right to amend, modify or
terminate this Plan or any Award at any time by action of the Committee or the Board, however, any
amendment or modification that requires shareholder approval to comply with any applicable law,
regulation or rule, including any rule relating to the listing on a national securities exchange of
Common Stock, shall not be effective unless and until shareholder approval has been obtained. If
an amendment, modification or termination impairs the rights of a Participant, the consent of such
Participant to amend, modify or terminate an outstanding Award Agreement is required. Subject to
the above provisions, the Committee shall have all necessary authority to amend this Plan, clarify
any provision or take into account changes in applicable securities and tax laws or accounting
rules in administering this Plan.



15. Compliance with Section 409A of the Code.




(a) To the extent applicable, it is intended that this Plan and any grants made
hereunder (which are subject to, and not exempt from, Section 409A of the Code) comply with
the provisions of Section 409A of the Code. This Plan and any grants made hereunder shall
be administrated in a manner consistent with this intent, and any provision that would cause
this Plan or any such grant (which are subject to, and not exempt from, Section 409A of the
Code) made hereunder to fail to satisfy Section 409A of the Code shall have no force and
effect until amended to comply with Section 409A of the Code (which amendment may be
retroactive to the extent permitted by Section 409A of the Code and may be made by Ferro
without the consent of Participants). Any reference in this Plan to Section 409A of the
Code will also include any proposed, temporary or final regulations, or any other guidance,
promulgated with respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service.




(b) If, at the time of a Participant’s separation from service (within the meaning of
Section 409A of the Code), (i) such Participant is a specified employee (within the meaning
of Section 409A of the Code and using the identification methodology selected by Ferro from
time to time) and (ii) Ferro makes a good faith determination that an amount payable
hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code)
the payment of which is required to be delayed pursuant to the six-month delay rule set
forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of
the Code, then Ferro shall not pay such amount on the otherwise scheduled payment date but
shall instead pay it, without interest, on the first business day of the seventh month after
the Participant’s separation from service.



16. Clawbacks. Notwithstanding any other provisions in the Plan, Awards shall be
subject to such deductions and clawback recovery as may be required to be made pursuant to any law,
government regulation or stock exchange listing requirement or any policy adopted by Ferro pursuant
to any such law, government regulation or stock exchange listing requirement.



17. Sub-Plans. The Committee may from time to time establish sub-plans under the
Plan for purposes of satisfying blue-sky, securities, tax or other laws of various jurisdictions in
which Ferro intends to grant Awards. Any sub-plans shall contain such limitations and other terms
and conditions as the Committee determines are necessary or desirable. All sub-plans shall be
deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the
jurisdiction for which the sub-plan was designed.



18. Effective Date and Term of Plan. This Plan is adopted by the Board as of
February 26, 2013, subject to subsequent approval by Ferro shareholders. No Awards shall be made
under this Plan after 2022, provided that any Awards outstanding on such date shall not be affected
and shall continue in accordance with their terms.



Approved by Ferro shareholders May 22, 2013