EX-10.3






AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This document is an AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), is dated as of
December 31, 2008, and is by and between FERRO CORPORATION (the “Company”), an Ohio corporation,
and MR. JAMES F. KIRSCH (“Mr. Kirsch”).



Recitals





	 	A.	 	The Company and Mr. Kirsch are party to an Employment Agreement dated October
18, 2004 (the “Prior Agreement”).






	 	B.	 	The Company is desirous of continuing to employ Mr. Kirsch in an executive
capacity generally on the terms and conditions, and for the consideration, set forth
herein, and Mr. Kirsch is desirous of being employed by the Company on such terms and
conditions and for such consideration.






	 	C.	 	Certain revisions to the Prior Agreement are necessary to cause it to comply
with, or to cause the compensation payable under the Prior Agreement not to be subject
to, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder.






	 	D.	 	In order to comply with, or to cause the compensation payable thereunder not to
be subject to, Section 409A of the Code and the regulations thereunder, the Prior
Agreement is hereby amended and restated in its entirety as of the date first written
above, and the terms and conditions of Mr. Kirsch’s employment with the Company are as
set forth in this Agreement.





Agreement




For good and valuable consideration, and intending to be legally bound, the Company and Mr.
Kirsch hereby agree as follows



1. Employment. The Company hereby employs Mr. Kirsch as its President and Chief Executive
Officer. Mr. Kirsch hereby accepts such employment. The term of Mr. Kirsch’s employment (the
“Term”) will be as provided in paragraph 5 below. Mr. Kirsch will report to the Company’s Board of
Directors.



2. Duties. During the Term, Mr. Kirsch will have the duties, responsibilities and
authorities of an executive serving the position of President and Chief Executive Officer, subject
in all cases to the power of the Company’s Board of Directors to expand or limit such duties,
responsibilities and authorities, either generally or in specific instances.



3. Mr. Kirsch’s Efforts. During the Term, Mr. Kirsch will devote his best efforts and his
full business time and attention to the business and affairs of the Company, its subsidiaries and
affiliates. Mr. Kirsch will perform his duties and responsibilities to the best of his ability in
a diligent, trustworthy, businesslike and efficient manner. And, Mr. Kirsch will at all times
abide by and observe faithfully Ferro’s Legal and Ethical Policies.



4. Compensation and Benefits.




	 	A.	 	Salary. Mr. Kirsch’s salary as of January 1, 2009 will be at the rate
of $725,000 per year (“Base Salary”). The Company will pay Mr. Kirsch’s Base Salary in
installments based on the Company’s practices as may be in effect from time to time.
The Compensation Committee of the Board will review Mr. Kirsch’s Base Salary annually
and may, in its sole discretion, increase it. If so increased, such increased salary
shall thereafter be the Base Salary for purposes of this Agreement.






	 	B.	 	Annual Bonus. During the Term, Mr. Kirsch will be eligible for an
annual bonus as provided in the Company’s annual incentive compensation plan, based on
the achievement of specified performance goals, as determined by the Compensation
Committee of the Board; provided, however, that each such annual bonus shall be paid no
later than two and a half months after the end of the fiscal year for which the annual
bonus is awarded, unless Mr. Kirsch shall elect to defer the receipt of such annual
bonus pursuant to an arrangement that meets the requirements of Section 409A of the
Code. For fiscal year 2005, Mr. Kirsch will be eligible for an annual bonus of up to
60% of his Base Salary. Payment of the annual bonus pursuant to this paragraph 4.B for
fiscal year 2004 will be prorated based on the amount of time Mr. Kirsch actually
worked during the year. Notwithstanding anything to the contrary contained in this
paragraph 4.B, Mr. Kirsch will be entitled to a minimum bonus of 50% of his prorated
Base Salary for fiscal year 2004 and 50% of his full-year Base Salary for fiscal year
2005.






	 	C.	 	Other Incentive Plans. During the Term, Mr. Kirsch will be eligible
for awards under the Company’s 2003 Long-Term Incentive Compensation Plan (or any
successor plan), including awards of stock options and performance shares, as and to
the extent determined by the Compensation Committee of the Board.






	 	D.	 	Benefits. During the Term, Mr. Kirsch will be entitled to participate
in those benefit plans for which substantially all members of the senior management of
the Company are from time to time generally eligible, as determined from time to time
by the Compensation Committee of the Board. Such package will include —






	 	(1)	 	the Company’s dental plan, life insurance plan, health plan and
disability plan in which senior management of the Company are currently eligible to
participate, and






	 	(2)	 	the Company’s supplemental defined contribution plan.





The Company reserves the right to make modifications in any of the plans described in 4.D(1) above
so long as such modifications are generally applicable to all salaried employees of the Company and
do not discriminate against highly-paid employees of the Company.



Notwithstanding the foregoing, however, Mr. Kirsch’s rights to payments on termination of his
employment will be governed exclusively by paragraph 6 below and the Change in Control Agreement
(the “Change in Control Agreement”) dated as of January 1, 2009 between Mr. Kirsch and the Company.



5. Term.




	 	A.	 	Initial Term. The Term began on October 18, 2004, and, unless earlier
terminated as provided below, will end on December 31, 2009.






	 	B.	 	Renewal Terms. On December 31, 2009, and on each anniversary of
December 31 thereafter, the Term will be extended for an additional period of one year,
unless the Term has ended pursuant to paragraph 5.C below or the Company has given Mr.
Kirsch written notice on or before September 30 of a given year that it elects to
terminate this Agreement as of the following December 31.






	 	C.	 	Earlier Termination. Notwithstanding the provisions of 5.A and 5.B
above, the Term will end early upon the first to occur of any of the following events:






	 	(1)	 	Mr. Kirsch’s death,






	 	(2)	 	the Company’s termination of Mr. Kirsch’s employment on account of
Disability (as defined in paragraph 7.B below),






	 	(3)	 	a Termination for Cause (as defined in paragraph 7.C below),






	 	(4)	 	a Termination Without Cause (as defined in paragraph 7.D below), or






	 	(5)	 	a Voluntary Termination (as defined in paragraph 7.E below).





6. Post-Term Payments.




	 	A.	 	Severance Payments and Benefits. If the Term ends early pursuant to
paragraph 5.C on account of a Termination Without Cause, Mr. Kirsch will be entitled to
the following:






	 	(1)	 	A lump sum payment in cash within 35 days after the date of termination
equal to two times the sum of —






	 	(A)	 	Mr. Kirsch’s then-current Base Salary, and






	 	(B)	 	Mr. Kirsch’s targeted annual bonus for the year in which
termination occurs.






	 	(2)	 	Continued participation in the Company’s group health plans (on the
same basis as active employees) until the earlier of —






	 	(A)	 	the date Mr. Kirsch becomes eligible to receive comparable
coverage under another employer’s or any other health plans, or






	 	(B)	 	twenty-four (24) months after Mr. Kirsch’s employment
terminated;






provided, however, that such participation shall be provided in such a manner that
such benefits are excluded from Mr. Kirsch’s income for federal income tax purposes.




	 	(3)	 	Reasonable outplacement services by a firm mutually agreed upon by the
Company and Mr. Kirsch, at the expense of the Company as determined by the Company;
provided, however, that such outplacement benefits shall end not later than the
last day of the second calendar year that begins after the date of termination.






	 	(4)	 	All legal fees incurred at any time during Mr. Kirsch’s remaining
lifetime (or if longer, through the 20th anniversary of the date of commencement of
the Term) as a result of Mr. Kirsch’s termination of employment (including any fees
incurred in seeking to enforce any right or benefit provided by this Agreement, or
in interpreting this Agreement). In order to comply with Section 409A of the Code,
in no event shall the payments by the Company under this paragraph 6.A(4) be made
later than the end of the calendar year next following the calendar year in which
such fees were incurred, provided, that Mr. Kirsch shall have submitted an invoice
for such fees at least 10 days before the end of the calendar year next following
the calendar year in which such fees were incurred. The amount of such legal fees
that the Company is obligated to pay in any given calendar year shall not affect
the legal fees that the Company is obligated to pay in any other calendar year, and
Mr. Kirsch’s right to have the Company pay such legal fees may not be liquidated or
exchanged for any other benefit.






Notwithstanding the provisions of this paragraph 6.A, the Company’s payment and benefit
continuation obligations under paragraph 6.A will cease —




	 	(1)	 	If Mr. Kirsch breaches any of his agreements contained in the Company’s
standard employee Confidentiality Agreement that Mr. Kirsch and the Company will
execute on Mr. Kirsch’s first day of employment; or






	 	(2)	 	If Mr. Kirsch declines to sign and return within 22 days of receiving a
Release Agreement from the Company a Release Agreement (which release shall be
delivered to Mr. Kirsch within 5 days following Mr. Kirsch’s termination of
employment), or if Mr. Kirsch revokes such Release Agreement, in each case,
containing the Company’s standard noncompetition, nonsolicitation, nondisparagement
and confidentiality provisions the Company ordinarily requires of executives who
receive additional benefits or payments on termination of employment.






Mr. Kirsch’s rights under any other employee benefit plans on Termination Without Cause will
be determined by the terms of such plans.




Notwithstanding the foregoing provisions of this paragraph 6, in the event that Mr. Kirsch
is a “specified employee” within the meaning of Section 409A of the Code (as determined in
accordance with the methodology established by the Company as in effect on the date of
termination of Mr. Kirsch’s employment), amounts that constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code that would otherwise be payable
and benefits that would otherwise be provided under paragraph 6 during the six-month period
immediately following the date of termination of Mr. Kirsch’s employment (other than the
entitlements under paragraph 6.B) shall instead be paid, with interest on any delayed
payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code
determined as of the date of termination of Mr. Kirsch’s employment, or provided on the
first business day after the date that is six months following Mr. Kirsch’s “separation from
service” within the meaning of Section 409A of the Code.




	 	B.	 	Other Terminations. If the Term ends for any reason other than
Termination Without Cause, then Mr. Kirsch will cease to have any rights to further
salary, bonus, or other benefits, but will be entitled to —






	 	(1)	 	any Base Salary which has then accrued but remains unpaid and any
unexpired vacation days which have accrued under the Company’s vacation policy but
remain unused, as of the end of the Term,






	 	(2)	 	any plan benefits which by their terms extend beyond termination of Mr.
Kirsch’s employment (but only to the extent provided in any such benefit plan in
which Mr. Kirsch has participated as an employee of the Company) in accordance with
the terms of the underlying plans, and






	 	(3)	 	any benefits to which Mr. Kirsch is entitled under Part 6 of Subtitle B
of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“COBRA”).






	 	C.	 	Change in Control Agreement. Notwithstanding the provisions of
paragraphs 6.A. and 6.B above, if Mr. Kirsch’s employment is terminated under
circumstances entitling him to severance payments and benefits under the Change in
Control Agreement, then the terms of the Change in Control Agreement, and not this
Agreement, will govern.





7. Definitions. For purposes of this Agreement, the following terms have the meanings set
forth below where such terms are used in this Agreement and identified with initial capital
letters:




	 	A.	 	Cause. The term “Cause” means that, in the reasonable judgment of the
Board, prior to the termination of the Term, any of the following events have occurred:






	 	(1)	 	the willful and continued failure by Mr. Kirsch to substantially
perform his duties with the Company after written notification by the Company,






	 	(2)	 	the willful engagement by Mr. Kirsch in conduct which is demonstrably
injurious to the Company, financially or otherwise,






	 	(3)	 	action or inaction by Mr. Kirsch that is a breach of fiduciary duty,
gross negligence or willful misconduct with respect to the Company or any of its
subsidiaries or the engagement by Mr. Kirsch in egregious misconduct involving
moral turpitude, or






	 	(4)	 	Mr. Kirsch’s material breach of any provision of this Agreement or his
Confidentiality Agreement.






For purposes of this Agreement, no act, or failure to act, on Mr. Kirsch’s part shall be
deemed “willful” unless done, or omitted to be done, by Mr. Kirsch not in good faith and
without reasonable belief that such action was in the best interest of the Company.




	 	B.	 	Disability. The term “Disability” means Mr. Kirsch’s having become
unable (as determined by the Board in good faith) to perform regularly Mr. Kirsch’s
duties under this Agreement by reason of illness or incapacity.






	 	C.	 	Termination for Cause. The term “Termination for Cause” means the
Company’s termination of Mr. Kirsch’s employment for Cause.






	 	D.	 	Termination Without Cause. The term “Termination Without Cause” means
the Company’s termination of Mr. Kirsch’s employment other than a Termination for
Cause.






	 	E.	 	Voluntary Termination. The term “Voluntary Termination” means Mr.
Kirsch’s termination of Mr. Kirsch’s employment for any reason.





Notwithstanding the foregoing, in no event shall the termination of Mr. Kirsch’s employment be
deemed to occur until Mr. Kirsch experiences a “separation from service” within the meaning of
Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date
on which such separation from service takes place shall be the “date of termination” of Mr.
Kirsch’s employment for purposes of this Agreement.



8. Withholding of Taxes. All payments under this Agreement will be subject to withholding,
deductions and contributions as required by law.



9. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by Mr. Kirsch, the Company, and their respective heirs, executors, personal
representatives, successors and assigns, but neither party may assign any rights or delegate any
obligations under this Agreement without the prior written consent of the other party. Mr. Kirsch
hereby consents to the assignment by the Company of all of its rights and obligations under this
Agreement to any successor to the Company by merger or consolidation or purchase of all or
substantially all of the Company’s assets, provided such transferee or successor assumes
the liabilities of the Company under this Agreement.



10. Choice of Law. This Agreement shall be governed by the internal substantive laws of
the State of Ohio.



11. Complete Agreement. This Agreement (together with the Change in Control Agreement and
the Confidentiality Agreement mentioned above) embodies the complete agreement and understanding
between the parties with respect to the subject matter of this Agreement and supersedes any and all
prior understandings, agreements or representations by or between the parties, whether written or
oral, that may be related to the subject matter of this Agreement in any way. For the avoidance of
doubt, this Agreement is without prejudice to any indemnification agreement in existence between
the Company and Mr. Kirsch.



12. Section 409A. The Agreement is intended to comply with the requirements of Section
409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are
subject to Section 409A of the Code, shall in all respects be administered in accordance with
Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment
for purposes of Section 409A of the Code. In no event may Mr. Kirsch, directly or indirectly,
designate the calendar year of any payment to be made under this Agreement. If Mr. Kirsch dies
following the date of termination and prior to the payment of the any amounts delayed on account of
Section 409A of the Code, such amounts shall be paid to the personal representative of Mr. Kirsch’s
estate within 30 days after the date of Mr. Kirsch’s death. All reimbursements and in-kind
benefits provided under this Agreement that constitute deferred compensation within the meaning of
Section 409A of the Code shall be made or provided in accordance with the requirements of Section
409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the
Company under this Agreement be made later than the end of the calendar year next following the
calendar year in which the applicable fees and expenses were incurred, provided, that Mr. Kirsch
shall have submitted an invoice for such fees and expenses at least 10 days before the end of the
calendar year next following the calendar year in which such fees and expenses were incurred; (ii)
the amount of in-kind benefits that the Company is obligated to pay or provide in any given
calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide
in any other calendar year; (iii) Mr. Kirsch’s right to have the Company pay or provide such
reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and
(iv) in no event shall the Company’s obligations to make such reimbursements or to provide such
in-kind benefits apply later than Mr. Kirsch’s remaining lifetime (or if longer, through the 20th
anniversary of the start date of the Term). Within the time period permitted by the applicable
Treasury Regulations, the Company may, in consultation with Mr. Kirsch, modify the Agreement, in
the least restrictive manner necessary and without any diminution in the value of the payments to
Mr. Kirsch, in order to cause the provisions of the Agreement to comply with the requirements of
Section 409A of the Code, so as to avoid the imposition of taxes and penalties on Mr. Kirsch
pursuant to Section 409A of the Code.



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To evidence their agreement and intention to be bound legally by this document, FERRO
CORPORATION and MR. JAMES F. KIRSCH have signed and dated this AMENDED AND RESTATED EMPLOYMENT
AGREEMENT as of the 31st day of December, 2008.



	 	 	 
	Mr. James F. Kirsch	 	Ferro Corporation
	/s/ James F. Kirsch

	 	By: /s/ Michael H. Bulkin
	
 
	 	Name: Michael H. Bulkin

Title: Lead Director







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