EX-10.1






Exhibit 10.1



Change in Control Agreement




This document is a Change in Control Agreement (this “Agreement”), is dated as
of January 1, 2009, and is by and between James F. Kirsch (“Mr. Kirsch”) and Ferro
Corporation (the “Company”), an Ohio corporation.



Background





	A.	 	The Board of Directors (the “Board”) of the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control exists;






	B.	 	The Board also recognizes any such change in control could engender uncertainty among members
of the Company’s management team that could result in distraction or departure of key
management personnel at a time when the services of such management team members are
particularly critical to the Company and its shareholders;






	C.	 	The Board has determined that it is in the best interests of the Company and its shareholders
to foster the continued employment of key management personnel during such periods of possible
uncertainty;






	D.	 	Mr. Kirsch is a key member of the Company’s management team; and






	E.	 	The Company and Mr. Kirsch desire to enter into this Agreement to accomplish that objective.





Agreement




NOW, THEREFORE, in consideration of the matters stated above and other good and valuable
consideration, and intending to be legally bound by this Agreement, Mr. Kirsch and the Company
hereby agree as follows:



Article 1- General Provisions





	1.1	 	Overview of the Agreement. The purpose of this Agreement is to reinforce and encourage Mr.
Kirsch’s continued attention and dedication to his assigned duties in the face of potential
distractions arising from a Potential Change in Control (as defined in Section 2.1 below)
and/or a Change in Control (as defined in Section 3.1 below). In order to achieve this
purpose, in this Agreement the Company undertakes to make or provide Mr. Kirsch certain
payments and benefits, and to take certain actions in connection with, a Potential Change in
Control and/or Change in Control. By this Agreement, however, the parties do not intend to
create, and have not created, a contract of employment, express or implied, between Mr. Kirsch
and the Company.






	1.2	 	Definitions. Appendix A sets forth the definitions of certain terms used in this Agreement.
Those terms shall have the meanings set forth on Appendix A where used in this Agreement and
identified with initial capital letters.






	1.3	 	Construction. For purposes of this Agreement:






	 	(A)	 	The term “parties” means Mr. Kirsch and Ferro.






	 	(B)	 	The term “today” means the date written in the Preamble to this Agreement.






	 	(C)	 	All currency amounts stated in this Purchase Agreement are in United States
Dollars.






	 	(D)	 	All references to sections of statutes, such as the Exchange Act or the
Internal Revenue Code, also refer to any successor provisions to such sections.






	1.4	 	Term. The term of this Agreement (the “Term”) is the period beginning today and ending on
December 31, 2010; provided, however, that, beginning December 31, 2009, and on each
anniversary of such date (such date and each annual anniversary thereof being called the
“Renewal Date” below), the Term will automatically be extended so as to terminate two years
from such Renewal Date, unless, at least 90 days before a Renewal Date, the Company has given
Mr. Kirsch written notice that the Term will not be so extended; and provided further that, if
a Change in Control occurs during the Term, then the Term will automatically be extended and
will not terminate earlier than the last day of the 24th month after the month in
which such Change in Control occurred. Notwithstanding any other provision of this Agreement,
but except as otherwise provided in Section 2.3 below, the Term will expire immediately if Mr.
Kirsch’s employment terminates for any reason before a Change in Control occurs.





Article 2 – Potential Change in Control





	2.1	 	Meaning of “Potential Change in Control.” For purposes of this Agreement, a “Potential
Change in Control” shall have occurred if and when any of the following occurs:






	 	A.	 	Accumulation of Ownership. Any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 20% or more of either the then
outstanding shares of common stock of the Company or the combined voting power of the
Company’s then outstanding securities; or






	 	B.	 	Proxy Solicitation. Any Person commences a solicitation (as defined in Rule
14a-1 of the General Rules and Regulations under the Exchange Act) of proxies or
consents which has the purpose of effecting or would (if successful) result in a Change
in Control; or






	 	C.	 	Tender or Exchange Offer. A tender or exchange offer for voting securities of
the Company, made by a Person, is first published or sent or given (within the meaning
of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act); or






	 	D.	 	Change in Control Agreement. The Company enters into an agreement, the
consummation of which would result in a Change in Control; or






	 	E.	 	Public Announcement. The Company or any Person publicly announces an intention
to take or to consider taking actions which, if consummated, would constitute a Change
in Control; or






	 	F.	 	Board Determination. The Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.






	2.2	 	Actions on Potential Change in Control. Within five business days after a Potential Change in
Control occurs, the Company will deposit into an irrevocable trust account (the “Trust
Account”) funds necessary to satisfy the requirements of this Section 2.2 to secure the
payments and benefits provided Mr. Kirsch under this Agreement.






	 	A.	 	Trustee. The trustee (the “Trustee”) will be The Bank of New York Mellon
Corporation (or its successor in interest). (If for any reason The Bank of New York
Mellon Corporation (or its successor in interest) cannot or will not serve as Trustee,
then the parties will choose another financial institution satisfactory to both the
Company and Mr. Kirsch (or Mr. Kirsch’s executor or other personal representative) or,
if the parties cannot agree on such Trustee, then a financial institution appointed by
a court of competent jurisdiction.)






	 	B.	 	Trust Agreement. The Company and The Bank of New York Mellon Corporation have
previously executed and delivered to each other a Trust Agreement (the “Trust
Agreement”) in connection with this Agreement and corresponding agreements between the
Company and other key Ferro executives. Ferro reserves the right to negotiate from
time to time amendments, modifications, restatements, and clarifications of the Trust
Agreement, so long as, after giving effect to each such amendment, modification,
restatement or clarification, the security provided to Mr. Kirsch under this Article 2
would not be materially or adversely affected thereby. Ferro will make available to
Mr. Kirsch a copy of the Trust Agreement (as so amended, modified, restated, or
clarified) upon request. Mr. Kirsch hereby consents to the Trust Agreement (as the
same may be so amended, modified, restated, or clarified from time to time in
accordance with this Section 2.2.B) and acknowledges that the Trustee and its
successors and assigns will have the right to rely, and will rely, upon such consent.
The Company will pay all fees and expenses of the Trustee.






	 	C.	 	Trust Account. As provided in the Trust Agreement, the Company intends the
Trust Account to be a “Rabbi Trust,” meaning that, upon deposit of funds into the Trust
Account, the Company will have no right to request or demand the return of funds in the
Trust Account (except as provided in Section 2.2.G below) but that such funds will be
available to satisfy valid claims of the Company’s general creditors in the event of
the Company’s bankruptcy. Mr. Kirsch will have no right to accelerate any payments
from the Trust Account in the event of the Company’s bankruptcy. The Company has
agreed in the Trust Agreement to notify the Trustee immediately in the event of the
Company’s insolvency or bankruptcy. Under no circumstances, however,






	 	(1)	 	will the Company fund or be obligated to fund the Trust, solely
to the extent that and solely for so long as, doing so would result in taxable
income to Mr. Kirsch by reason of Section 409A(b) of the Internal Revenue Code,
or






	 	(2)	 	will any Trust assets at any time be located or transferred
outside of the United States (within the meaning of Section 409A(b) of the
Internal Revenue Code).






For the avoidance of doubt, if funding the Trust is prohibited under clause (1)
above at the time of the Potential Change in Control, the Company shall fund the
Trust at the earliest such time after the Potential Change in Control, if any, that
funding the Trust would not result in taxable income to Mr. Kirsch by reason of
Section 409A(b) of the Internal Revenue Code.




	 	D.	 	Deposit into Trust. Within five business days after a Potential Change in
Control occurs, the Company will deposit into the Trust Account an amount (the “Trust
Amount”) equal to –






	 	(1)	 	18 times Mr. Kirsch’s base salary at the time the Potential
Change in Control occurs (the “Base Trust Amount”), or






	 	(2)	 	If less than the Base Trust Amount, such amount as may have
been determined by a final arbitral award rendered in accordance with this
Agreement determining that a specific lesser amount fully secures the Company’s
obligations to Mr. Kirsch under this Agreement, or






	 	(3)	 	If less than the Base Trust Amount, such other amount as to
which the Company and Mr. Kirsch have agreed in writing.






The Company will maintain the Trust Amount on deposit with the Trustee until the
Company has fully performed its obligations under this Agreement.




	 	E.	 	Investment of Funds in the Trust Account. The Company will have the right to
instruct the Trustee to invest all or any part of the funds in the Trust Account in
time deposits or certificates of deposit with, or repurchase or other obligations of,
the Trustee, in its individual corporate capacity, or any of its domestic or foreign
branches, or any other bank (as determined by the Company), or obligations issued or
guaranteed by the United States or any of its agencies or instrumentalities, provided
that no such investment will be for a period in excess of 90 days. The Trustee will
have no liability whatsoever for following the instructions of the Company regarding
any such investment, or for any loss in value of the Trust Account as a consequence of
any such investment or the liquidation thereof.






	 	F.	 	Alternative Forms of Trust Funds. The Company may, if it so chooses, meet its
obligation to keep amounts on deposit in the Trust Account through –






	 	(1)	 	Deposits of cash or liquid assets;






	 	(2)	 	One or more letters of credit deposited in the Trust Account;
or






	 	(3)	 	Any combination of the foregoing.






The Company shall have the right, at any time and from time to time, to substitute
one form of permitted deposit in the Trust Account for another form of permitted
deposit in the Trust Account.




	 	G.	 	Disbursement of Trust Funds. Generally, The Trustee will disburse funds from
the Trust Account only as follows:






	 	(1)	 	If both parties deliver to the Trustee a joint instruction to
disburse funds from the Trust Account to the Company and/or Mr. Kirsch, then
the Trustee will disburse funds from the Trust Account as so instructed.






	 	(2)	 	If Mr. Kirsch delivers to the Trustee a certificate stating
that the Company is in default of its obligations to Mr. Kirsch under this
Agreement, then the Trustee will disburse from the Trust Account to Mr. Kirsch
the amount that Mr. Kirsch certifies is owing to him under this Agreement.






	 	(3)	 	If either party delivers to the Trustee a final arbitral award
rendered in accordance with this Agreement, then the Trustee will disburse
funds from the Trust Account as prescribed in such arbitral award.






	 	(4)	 	If a Potential Change in Control has occurred but a Change in
Control did not occur within 12 months thereafter, then Trustee will disburse
the entire balance, as the same may have increased or decreased as a
consequence of the investments described in Section 2.2.E above, of the Trust
Account to the Company.






	 	(5)	 	If either party delivers to the Trustee a signed waiver and
release from Mr. Kirsch waiving any further claim to the funds held in the
Trust Account, then Trustee will disburse the entire balance, as the same may
have increased or decreased as a consequence of the investments described in
Section 2.2.E above, of the Trust Account to the Company.






	2.3	 	Termination After a Potential Change of Control But Before a Change of Control. In order to
protect Mr. Kirsch if his employment with the Company is terminated after a Potential Change
in Control occurs but before a Change in Control occurs, the following provisions will apply:






	 	A.	 	If the Company terminates Mr. Kirsch’s employment Without Cause (as defined in
Section 3.2.B below) after a Potential Change in Control occurs but before a Change in
Control occurs (whether or not such Change in Control ever actually occurs), and such
termination was at the request or direction of a Person who has entered into an
agreement with the Company the consummation of which would constitute a Change in
Control, then such termination will be deemed to be, and will be treated as if it were,
a termination by the Company Without Cause after a Change in Control and will be
governed by Section 3.2.B below.






	 	B.	 	If Mr. Kirsch terminates his employment for Good Reason (as defined in Section
3.2.C below) after a Potential Change in Control occurs but before a Change in Control
occurs (whether or not such Change in Control ever actually occurs) and the
circumstance or event which constitutes Good Reason occurs at the request or direction
of a Person who has entered into an agreement with the Company the consummation of
which would constitute a Change in Control, then such termination will be deemed to be,
and will be treated as if it were, a termination by Mr. Kirsch for Good Reason after a
Change in Control and will be governed by Section 3.2.C below.





Article 3 – Change in Control





	3.1	 	Meaning of “Change in Control.” For purposes of this Agreement, a “Change in Control” will
be deemed to have occurred if and when any of the following occurs:






	 	A.	 	Accumulation of Ownership. Any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 25% or more of either






	 	(1)	 	The then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”), or






	 	(2)	 	The combined voting power of the Company’s then-outstanding
securities entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”);






provided, however, that, for purposes of this Section 3.1.A, the following
acquisitions shall not constitute a Change in Control: (i) any acquisition directly
from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or
any Affiliated Company or (iv) any acquisition pursuant to a transaction that
satisfies the conditions set forth in Sections 3.1.C(1), 3.1.C(2), and 3.1.C(3)
below; or




	 	B.	 	Certain Changes in Board Membership. The following individuals (the “Incumbent
Board”) cease for any reason to constitute a majority of the number of Directors then
serving:






	 	(1)	 	Individuals who are Directors today, and






	 	(2)	 	New Directors (other than a Director whose initial assumption
of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board) whose appointment or election by the Board or nomination for election by
the Company’s shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the Directors then still in office
who either were Directors as of today or whose appointment, election, or
nomination for election was previously so approved or recommended; or






	 	C.	 	Merger or Consolidation; Sale of Assets. Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or stock of another
entity by the Company or any of its subsidiaries (each, a “Business Combination”), in
each case unless, following such Business Combination,






	 	(1)	 	All or substantially all of the individuals and entities that
were the Beneficial Owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately before such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors (or,
for a non-corporate entity, equivalent governing body), as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership immediately before such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be,






	 	(2)	 	No Person (other than a corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 25% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and






	 	(3)	 	At least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body) of the entity
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the
Board providing for such Business Combination; or






	 	D.	 	Liquidation; Dissolution. Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.






	3.2	 	The Company’s Obligations Generally. If Mr. Kirsch’s employment terminates after a Change in
Control occurs, then the Company will pay or provide Mr. Kirsch payments and benefits
described in this Article 3, depending upon the circumstances under which his employment
terminates as follows:






	 	A.	 	Termination With Cause. Within two years following a Change in Control, the
Company will have the right to terminate Mr. Kirsch’s employment with or without Cause.
For purposes of this Agreement, “Cause” shall mean any of the following reasons:






	 	(1)	 	Mr. Kirsch has been convicted of a felony or Mr. Kirsch has
entered a plea of guilty or nolo contendere to a felony; or






	 	(2)	 	Mr. Kirsch is guilty of dishonesty resulting or intended to
result directly or indirectly in significant gain or personal enrichment to Mr.
Kirsch that is materially and demonstrably injurious to the Company; or






	 	(3)	 	Mr. Kirsch fails willfully and on a continuing basis
substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness) after the
Applicable Board demands in writing that Mr. Kirsch perform such duties, which
demand must specifically identify the manner in which the Applicable Board
believes that Mr. Kirsch has not substantially performed his duties, and such
failure results in demonstrably material injury to the Company.






	 	B.	 	Termination Without Cause. The Company will have the right to terminate Mr.
Kirsch’s employment at any time after a Change in Control but, unless such termination
meets the requirements of Section 3.2.A above, such termination will constitute a
termination “Without Cause.”






	 	C.	 	Termination for Good Reason. At any time within two years after a Change in
Control, Mr. Kirsch will have the right to terminate his employment with the Company
for any of the following reasons (such reasons constituting “Good Reason” under this
Agreement) to which Mr. Kirsch has not given his prior written consent:






	 	(1)	 	The assignment to Mr. Kirsch of any duties inconsistent with
Mr. Kirsch’s status as a senior executive officer of the Company, a change in
Mr. Kirsch’s title or a substantial adverse alteration in the nature or status
of Mr. Kirsch’s responsibilities or reporting relationship (whether or not
occurring solely as a result of the Company’s ceasing to be a publicly traded
entity), in each case from those in effect immediately before the Change in
Control; or






	 	(2)	 	The removal of Mr. Kirsch from or failure to re-elect Mr.
Kirsch to any positions held by Mr. Kirsch immediately before the Change in
Control (except in connection with termination of Mr. Kirsch’s employment for
Cause, Disability or Retirement or as a result of Mr. Kirsch’s death or
voluntary termination without Good Reason); or






	 	(3)	 	A reduction by the Company in Mr. Kirsch’s annual base salary
and/or annual incentive target as in effect immediately before the Change in
Control or as the same may be increased from time to time; or






	 	(4)	 	The relocation of Mr. Kirsch’s principal place of employment to
a location which increases Mr. Kirsch’s one-way commuting distance by more than
25 miles over Mr. Kirsch’s one-way commuting distance immediately before the
Change in Control, except for required travel on the Company’s business to an
extent substantially consistent with Mr. Kirsch’s business travel obligations
immediately before the Change in Control; or






	 	(5)	 	The failure by the Company to pay to Mr. Kirsch any portion of
Mr. Kirsch’s current compensation, or to pay to Mr. Kirsch any portion of an
installment of deferred compensation under any deferred compensation program of
the Company, within five business days of the date such compensation is due; or






	 	(6)	 	The failure by the Company to continue in effect any Benefit
Plan in which Mr. Kirsch participates immediately before the Change in Control
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such Benefit Plan, or the
failure by the Company to continue Mr. Kirsch’s participation therein (or in
such substitute or alternative plan) on a basis not materially less favorable,
both in terms of the amount or timing of payment of benefits provided and the
level of Mr. Kirsch’s participation relative to other participants, as existed
immediately before the Change in Control; provided, however, that the Company
may make modifications in such Benefit Plans so long as such modifications are
required by law or are generally applicable to all salaried employees of the
Company who participate in such plans and to all salaried employees of any
Person in control of the Company who participate in such plans and do not
discriminate against highly-paid employees of the Company.






	 	(7)	 	The failure by the Company to provide Mr. Kirsch with the
number of paid vacation days to which Mr. Kirsch is entitled in accordance with
the Company’s normal vacation policy in effect immediately before the Change in
Control (or pursuant to a special vacation agreement or arrangement then in
effect with respect to Mr. Kirsch);






	 	(8)	 	Any purported termination of Mr. Kirsch’s employment which is
not effected pursuant to a Termination Notice satisfying the requirements of
Section 8.1 below (and for purposes of this Agreement, no such purported
termination shall be effective); or






	 	(9)	 	Any failure of the Company to obtain assumption of this
Agreement, as set forth in Section 10.1 below.






For purposes of determining whether Good Reason exists, the following will apply:




	 	(i)	 	Any claim by Mr. Kirsch that Good Reason exists shall be
presumed to be correct unless the Company establishes to the Board by clear and
convincing evidence that Good Reason does not exist.






	 	(ii)	 	Mr. Kirsch’s right to terminate his employment for Good Reason
will not be affected by his incapacity due to physical or mental illness.






	 	(ii)	 	Mr. Kirsch’s death following delivery of a notice of
termination for Good Reason will not affect Mr. Kirsch’s estate’s entitlement
to severance payments benefits provided hereunder upon a termination of
employment for Good Reason.






	 	(iv)	 	Mr. Kirsch’s continued employment will not constitute consent
to, or a waiver of rights with respect to, any act or failure to act
constituting Good Reason.






	 	(v)	 	A voluntary resignation by Mr. Kirsch for any reason at any
time during the 90-day period commencing on the first anniversary of the Change
in Control will conclusively constitute Good Reason.






	3.3	 	Salary and Benefit Continuation on Termination After a Change in Control. If Mr. Kirsch’s
employment is terminated for any reason within two years following a Change in Control and
during the Term, then the Company will –






	 	A.	 	Pay Mr. Kirsch through the Termination Date his full unreduced salary (i.e.,
his salary immediately before the Termination Date) or, if higher, Mr. Kirsch’s highest
base salary rate in effect at any time during the calendar year immediately preceding
the Change in Control, and






	 	B.	 	Provide Mr. Kirsch through the Termination Date with all compensation and
benefits to which he would otherwise have been entitled under the terms of the
applicable compensation and benefit plans, programs, or arrangements of the Company or
any Affiliate of the Company as in effect immediately before the Termination Date or,
if more favorable to Mr. Kirsch, as in effect immediately before the Change in Control.






	3.4	 	Severance Payments. In addition to any payments or benefits Mr. Kirsch may be entitled to
receive under Section 3.3 above and Article 4 below, if a Change in Control occurs and Mr.
Kirsch’s employment is terminated during the Term (i) by the Company Without Cause (other than
by reason of Mr. Kirsch’s death), (ii) by the Company by reason of Mr. Kirsch’s Disability or
(iii) by Mr. Kirsch for Good Reason, then the Company will pay Mr. Kirsch the following
amounts, and provide Mr. Kirsch the following benefits (collectively, the “Severance
Payments”):






	 	A.	 	Annual Incentive Plan. Within 35 days after the Termination Date, the Company
will pay Mr. Kirsch a lump sum amount, in cash, equal to–






	 	(1)	 	the pro rata portion of Mr. Kirsch’s annual incentive
compensation under the Annual Incentive Plan for the calendar year in which the
Termination Date occurs, such amount to be determined by multiplying Mr.
Kirsch’s targeted annual incentive compensation amount by a fraction, the
numerator of which is the number of days in such calendar year which had
elapsed as of the Termination Date and the denominator of which is 365; plus






	 	(2)	 	if Mr. Kirsch has not then been paid his annual incentive
compensation under the Annual Incentive Plan for the calendar year immediately
preceding his Termination Date, Mr. Kirsch’s targeted annual incentive
compensation amount for that preceding year.






	 	B.	 	Termination Payment. Within 35 business days after the Termination Date, the
Company will pay Mr. Kirsch a lump sum termination payment, in cash, equal to the
product of –






	 	(1)	 	The sum of –






	 	(a)	 	Mr. Kirsch’s annual base salary (including the
annual amount of any periodic cash allowances to which Mr. Kirsch is
entitled) as in effect immediately before the Termination Date (without
giving effect to any reduction in base salary, which reduction
constitutes an event of Good Reason) or, if higher, the highest base
salary rate in effect with respect to Mr. Kirsch at any time during the
calendar year immediately preceding the Change in Control (the
applicable amount being referred to herein as the “Base Salary”), and






	 	(b)	 	Mr. Kirsch’s target annual incentive
compensation amount under the Company’s Annual Incentive Plan for the
fiscal year in which occurs the Termination Date (without giving effect
to any reduction in targeted annual incentive compensation caused by an
adverse change in Mr. Kirsch’s Annual Incentive Plan participation) or,
if higher, for the fiscal year in which occurs the Change in Control
(or, if no such target annual incentive compensation amount was
determined for the fiscal year(s) in which occurs the Termination Date
or the Change in Control, the target annual incentive compensation
amount for the fiscal year prior to the fiscal year(s) in which occurs
the Termination Date or the Change in Control, respectively),






	 	 	 	times






	 	(2)	 	Three.






	 	C.	 	Welfare Plan Benefit Continuation. The Company will provide Mr. Kirsch (and,
if applicable, his dependents) with welfare benefits substantially similar to, and at
the same after-tax cost to Mr. Kirsch (and, if applicable, his dependents), those
provided to Mr. Kirsch (and, if applicable, his dependents) under the Welfare Plans in
which Mr. Kirsch is participating or to which he is entitled immediately before the
Termination Date or, if more favorable to Mr. Kirsch, those provided to Mr. Kirsch
(and, if applicable, his dependents) under the Welfare Plans immediately before the
Change in Control. The Company will provide such benefits for 36 months after the
Termination Date in such a manner that such benefits (and the costs and premiums
thereof) are excluded from Mr. Kirsch’s income for Federal income tax purposes and, if
the Company reasonably determines that providing continued coverage under one or more
of its Welfare Plans contemplated herein could be taxable to Mr. Kirsch, the Company
shall provide such benefits at the level required hereby through the purchase of
individual insurance coverage at no greater cost to Mr. Kirsch than the cost to Mr.
Kirsch immediately before such date. Such welfare benefits shall immediately cease if
Mr. Kirsch becomes re-employed with another employer and is eligible to receive such
welfare benefits under another employer-provided plan as of the commencement of such
applicable period of eligibility.






	 	D.	 	Defined Benefit Retirement Plans. Within 35 business days after the
Termination Date or, if later, the earliest time or times permitted under Internal
Revenue Code Section 409A and related Federal regulations, if Mr. Kirsch is a
participant in the Ferro Corporation Retirement Plan and/or the Ferro Corporation
Supplemental Defined Benefit Plan for Executive Employees, then the Company will pay
Mr. Kirsch an amount equal to the present value of the excess of –






	 	(1)	 	the benefits Mr. Kirsch would have been paid or payable under
such plans if Mr. Kirsch had continued his employment for 36 months after the
Termination Date and such later date were the date of employment termination
under such plans, assuming for this purpose that –






	 	(a)	 	Mr. Kirsch’s age is increased by 36 months, and






	 	(b)	 	Mr. Kirsch’s “Credited Basic Compensation” (as
defined in such plan) for purposes of such plans is Mr. Kirsch’s
Credited Basic Compensation determined as of March 31, 2006, over






	 	(2)	 	the benefits paid or payable to Mr. Kirsch under such plans as
of the Termination Date (if any).






For purposes of calculating such amount, the provisions of such plans and the
assumptions, including, without limitation, interest rate and mortality assumptions
used for calculating lump sum distributions, in effect as of Termination Date will
apply or, if more favorable to Mr. Kirsch, the provisions and assumptions existing
immediately before the Change in Control, will apply.




	 	E.	 	Defined Contribution Retirement Plans. Within 35 business days after the
Termination Date or, if later, the earliest time or times permitted under Internal
Revenue Code Section 409A and related Federal regulations, the Company will pay Mr.
Kirsch an amount equal to the amount of the Company’s contributions (and specifically
not including any pre-tax or other contributions commonly considered to made by an
employee) that would have been added to Mr. Kirsch’s accounts under the Company’s
qualified defined contribution plans and any excess or supplemental defined
contribution plans in which Mr. Kirsch participates at the Termination Date (or if
more favorable to Mr. Kirsch, the plans as in effect immediately prior to the Change
in Control) if Mr. Kirsch had continued his employment for 36 months after the
Termination Date and such later date were the date of employment termination under
such plans, assuming for this purpose that –






	 	(1)	 	Mr. Kirsch’s compensation in each of the three years is that
required by Sections 3.4.B payable in equal monthly installments over such
three-year period;






	 	(2)	 	Mr. Kirsch’s benefits under such plans are vested to the extent
that they would have been vested had his employment terminated at such later
date;






	 	(3)	 	The rate of any such employer contribution is equal to the
maximum rate provided under the terms of the applicable plans for the year in
which the Termination Date occurs (or, if more favorable to Mr. Kirsch, or in
the event that as of the Termination Date the rate of any such contribution for
such year is not determinable, the rate of contribution under the plans for the
plan year ending immediately prior to the date of the Change in Control); and






	 	(4)	 	To the extent that the Company’s contributions are determined
based on the contributions or deferrals of Mr. Kirsch, that Mr. Kirsch’s
contribution or deferral elections, as appropriate, are those in effect
immediately prior to the Termination Date.






For purposes of calculating such amount, the provisions of the applicable plans in
effect as of the date of the Change in Control will apply.




	 	F.	 	Outplacement. The Company will provide Mr. Kirsch, at the Company’s sole cost
and expense as incurred, with the reasonable services of an outplacement firm mutually
agreed upon between the Company and Mr. Kirsch and suitable to Mr. Kirsch’s position
until the first acceptance by Mr. Kirsch of an offer of employment; provided, however,
that the cost of such outplacement shall not exceed $50,000; provided, further, that
the Company will not be required to provide such services to Mr. Kirsch beyond December
31st of the second calendar year following the calendar year in which the
Termination Date occurs.






	 	G.	 	Indemnification Insurance. The Company will continue to maintain officers’
indemnification insurance for Mr. Kirsch for a period of not less than four years after
the Termination Date, the terms and conditions of which shall be no less favorable than
the terms and conditions of the officers’ indemnification insurance maintained by the
Company for Mr. Kirsch immediately before the date on which the Change in Control
occurs.






	3.5	 	Payment in Respect of Performance Shares. If a Change in Control occurs during the Term, and
whether or not Mr. Kirsch’s employment thereafter terminates, within five business days after
the Change in Control the Company will pay Mr. Kirsch an amount in cash with respect to each
grant of Performance Shares (as defined in the Company’s Long-Term Incentive Plan previously
awarded to Mr. Kirsch under the Long-Term Incentive Plan (or any predecessor or successor
plan) in respect of, and in full satisfaction of, as-yet-uncompleted performance periods (the
“Outstanding Performance Shares”) equal to (but not less than zero):





	 	 	 	 	 	 	 
	Payment	 	=	 	(A) – (B)
	
 
	 	where:
	 	

	 	

	
 
	 	(A)
	 	=
	 	The product of







	 	(1)	 	The number of Outstanding
Performance Shares awarded to Mr. Kirsch in respect of the
applicable Performance Period, times






	 	(2)	 	The “fair market value of the
Common Stock” (as defined in the Performance Share Plan),






and where




	 	(B)	 	= the value that is actually paid to Mr. Kirsch under the
Long-Term Incentive Plan in respect of such Outstanding Performance Shares in
connection with the Change in Control.






For purposes of this Section 3.5, if Mr. Kirsch’s employment terminates after a Potential
Change in Control but before a Change in Control under the circumstances described in
Section 2.3 above, then the determination of the number of Outstanding Performance Shares
which had not expired immediately before the Change in Control will, instead, be determined
as of the date which is immediately before the date of occurrence of the Potential Change in
Control.




Notwithstanding anything in this Section 3.5 to the contrary, if such Performance Shares
constitute deferred compensation within the meaning of Section 409A of the Internal Revenue
Code, if and to the extent that the Change in Control is not a “change in control event”
within the meaning of Section 409A of the Internal Revenue Code, the Company cash payment
pursuant to this Section 3.5 shall be made at the time that the Outstanding Performance
Shares would be settled in accordance with the terms thereof as set forth in the applicable
award agreements and shall be in full satisfaction of the Company’s obligations under, and
Mr. Kirsch’s rights in respect of, such Outstanding Performance Shares.




	3.6	 	Death. If a Change in Control occurs during the Term and Mr. Kirsch’s employment is
thereafter terminated by reason of his death, then the Company will pay to Mr. Kirsch’s legal
representatives or estate, or as may be directed by the legal representatives of his estate,
as the case may be, a cash lump sum equal to the amounts determined under Sections 3.4.A and
3.4.B above. Such payment will be in addition to any payments and benefits to which Mr.
Kirsch is entitled under Article 4 below.





Article 4 – Gross-Up Payment





	4.1	 	Gross-Up Payment Due to Additional Taxes. Anything in this Agreement to the contrary
notwithstanding and except as set forth below, if any payment or distribution in the nature of
compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code) to or for
the benefit of Mr. Kirsch, whether paid or payable pursuant to this Agreement or otherwise (a
“Payment”), would be subject to the Additional Tax, then Mr. Kirsch will be entitled to
receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment
by Mr. Kirsch of all taxes (and any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Additional Tax imposed upon the Gross-Up Payment, but excluding any
income taxes and penalties imposed pursuant to Section 409A of the Internal Revenue Code, Mr.
Kirsch retains an amount of the Gross-Up Payment equal to the Additional Tax imposed upon the
Payments. The Company’s obligation to make Gross-Up Payments under this Article 4 will not be
conditioned upon Mr. Kirsch’s termination of employment.






	4.2	 	Accounting Firm. Subject to the provisions of Section 4.7 below, all determinations required
to be made under this Article 4, including whether and when a Gross-Up Payment is required,
the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Deloitte & Touche, or such other nationally recognized
certified public accounting firm as may be designated by Mr. Kirsch (the “Accounting Firm”).
The Company will direct the Accounting Firm to provide detailed supporting calculations both
to the Company and Mr. Kirsch within 15 business days after receipt of notice from Mr. Kirsch
that there has been a Payment or such earlier time as is requested by the Company. If the
Accounting Firm is then serving as accountant, auditor, or consultant for the individual,
entity or group effecting the Change in Control, then Mr. Kirsch will have the right to
appoint another nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).






	4.3	 	Payment of Gross-Up Payment. Any Gross-Up Payment, as determined pursuant to this Article 4,
shall be paid by the Company to the Internal Revenue Service or any other applicable taxing
authority, for the benefit of Mr. Kirsch within five business days of the receipt of the
Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be
paid no later than the end of Mr. Kirsch’s taxable year next following Mr. Kirsch’s taxable
year in which the Additional Tax (and any income or other related taxes or interest or
penalties thereon) is remitted to the Internal Revenue Service or any other applicable taxing
authority, or, in the case of amounts relating to a claim described in Section 4.7 that does
not result in the remittance of any Federal, state, local and foreign income, excise, social
security and other taxes, not later than the calendar year in which the claim is finally
settled or otherwise resolved. Notwithstanding any other provision of this Article 4, the
Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or
any other applicable taxing authority, for the benefit of Mr. Kirsch, all or any portion of
any Gross-Up Payment, and Mr. Kirsch hereby consents to such withholding. If the Accounting
Firm determines that no Additional Tax is payable by Mr. Kirsch, then the Accounting Firm
shall, at the same time as it makes such determination, furnish Mr. Kirsch with an opinion
that Mr. Kirsch has substantial authority not to report any Additional Tax on Mr. Kirsch’s
Federal income tax return. Any determination by the Accounting Firm as to the amount of the
Gross-Up Payment will be binding upon Mr. Kirsch and the Company.






	4.4	 	Underpayments. As a result of the uncertainty in the application of §409A and §4999 of the
Internal Revenue Code (or any successor provision thereto) at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made (an “Underpayment”), consistent
with the calculations required to be made under this Article 4. If the Company exhausts its
remedies pursuant to Section 4.7 below and Mr. Kirsch thereafter is required to make a payment
of any Additional Tax, then the Accounting Firm will determine the amount of the Underpayment
(if any) that has occurred and the Company will pay the amount of any such Underpayment (plus
any interest and penalties attributable thereto) to or for the benefit of Mr. Kirsch within
five business days after the amount of such Underpayment is finally determined. If after
payment by the Company on Mr. Kirsch’s behalf pursuant to this Article 4 and the Additional
Tax is finally determined to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, then Mr. Kirsch will pay the Company back the amount of the
overpayment within five business days after the amount of such reduction in Additional Tax is
finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus
that portion of the Gross-Up Payment attributable to the Additional Tax and Federal, state and
local income and employment taxes imposed on the Gross-Up Payment being repaid by Mr. Kirsch),
to the extent that such repayment results in a dollar-for-dollar reduction in Mr. Kirsch’s
taxable income and wages for purposes of Federal, state and local income and employment taxes,
plus interest on the amount of such repayment at the rate provided in §1274(b)(2)(B) of the
Internal Revenue Code.






	4.5	 	Access to Records. Mr. Kirsch and the Company will each provide the Accounting Firm access
to and copies of any books, records and documents in the possession of the Company or Mr.
Kirsch, as the case may be, reasonably requested by the Accounting Firm, and otherwise
cooperate with the Accounting Firm in connection with the preparation and issuance of the
determination contemplated by this Article 4.






	4.6	 	Accounting Firm’s Fees and Expenses. The Company will pay the fees and expense of the
Accounting Firm for its services in connection with the determinations and calculations
contemplated by this Article 4.






	4.7	 	IRS Claims. Mr. Kirsch will notify the Company in writing of any claim by the IRS that, if
successful, would require the payment by the Company of a Gross-Up Payment. Mr. Kirsch will
give the Company such notice as promptly as practicable but no later than ten business days
after Mr. Kirsch actually receives notice of such claim. Mr. Kirsch will further apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid
(in each case, to the extent known by Mr. Kirsch). Mr. Kirsch agrees not to pay such claim
before the earlier of (a) the expiration of the 30-calendar-day period following the date on
which Mr. Kirsch gives such notice to the Company and (b) the date that any payment with
respect to such claim is due. If the Company notifies Mr. Kirsch in writing at least five
business days before the expiration of such period that it desires to contest such claim, then
Mr. Kirsch will –






	 	(A)	 	Provide the Company with any written records or documents in Mr. Kirsch’s
possession relating to such claim reasonably requested by the Company;






	 	(B)	 	Take such action in connection with contesting such claim as the Company
reasonably requests in writing from time to time, including without limitation,
accepting legal representation with respect to such claim by an attorney competent in
respect of the subject matter and reasonably selected by the Company;






	 	(C)	 	Cooperate with the Company in good faith in order effectively to contest such
claim; and






	 	(D)	 	Permit the Company to participate in any proceedings relating to such claim;






provided, however, that the Company will bear and pay directly all costs and expenses
(including interest and penalties) incurred in connection with such contest and shall
indemnify and defend Mr. Kirsch and hold Mr. Kirsch harmless, on an after-tax basis, from
and against any Additional Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and payment of costs and expenses.
Without limiting the foregoing provisions of this Section 4.7, the Company will control all
proceedings taken in connection with the contest of any claim contemplated by this Section
4.7 and, at its sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim;
provided, however, that Mr. Kirsch may participate therein at Mr. Kirsch’s own cost and
expense. The Company may, at its option, either direct Mr. Kirsch to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and Mr. Kirsch will
prosecute such contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall direct;
provided, however, that if the Company directs Mr. Kirsch to pay the tax claimed and sue for
a refund, the Company will indemnify and defend Mr. Kirsch and hold Mr. Kirsch harmless, on
an after-tax basis, from any Additional Tax or income tax, including interest or penalties
with respect thereto, imposed with respect to such payment; and provided further that any
extension of the statute of limitations relating to payment of taxes for Mr. Kirsch’s
taxable year with respect to which the contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company’s control of any such contested
claim will be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Mr. Kirsch will be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority.




	4.8	 	Refunds. If, after Mr. Kirsch receives an amount from the Company pursuant to this Article
4, Mr. Kirsch later receives any refund with respect to such claim, then Mr. Kirsch will
(subject to the Company’s complying with the requirements of Section 4.7 above) promptly pay
the Company back the amount of such refund (together with any interest paid or credited
thereon after any taxes applicable thereto). If, after payment by the Company of an amount on
Mr. Kirsch’s behalf pursuant to this Article 4, a determination is made that Mr. Kirsch is not
entitled to any refund with respect to such claim and the Company does not notify Mr. Kirsch
in writing of its intent to contest such denial of refund before the expiration of 30 calendar
days after such determination, then the amount of such payment will offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid pursuant to this Article 4.





Article 5 – Mr. Kirsch’s Commitments





	5.1	 	Continuation of Employment. Mr. Kirsch affirms that, if a Potential Change in Control occurs
during the Term, Mr. Kirsch intends to remain in the employ of the Company at least until a
Change in Control occurs or such Change in Control is abandoned.






	5.2	 	Noncompetition Covenant. Whether or not a Change in Control occurs during the Term, Mr.
Kirsch will not, at any time during the Restricted Period (as defined below), accept
employment with, own an interest in, form a partnership or joint venture with, consult with or
otherwise assist any person or enterprise that manufactures or sells products (“Competitive
Products”) similar to, or competitive with, the products manufactured or sold by the Company
on the Termination Date. For purposes of this Section 5.2, the term “Restricted Period” means






	 	A.	 	24 months after the Termination Date; and






	 	B.	 	An additional 12 months thereafter (the “Additional Noncompetition Period”) if:






	 	(1)	 	The Company has not terminated Mr. Kirsch’s employment because
of Disability;






	 	(2)	 	The Company elects to impose the Additional Noncompetition
Period by providing to Mr. Kirsch written notice of such election not later
than two months after the termination of Mr. Kirsch’s employment; and






	 	(3)	 	The Company pays Mr. Kirsch, in 12 monthly installments during
the Additional Noncompetition Period, an aggregate amount equal to Mr. Kirsch’s
Base Salary for the calendar year in which Mr. Kirsch’s employment terminated
or, if higher, Mr. Kirsch’s Base Salary immediately before the Change in
Control.






The restrictions of this Section 5.2 will, however, cease to apply and have no further force
or effect from and after the occurrence of a Change in Control and will not apply if the
relevant person or enterprise acquires a business or product line that manufactures or sells
Competitive Products after the commencement of Mr. Kirsch’s employment or other relationship
with such person or enterprise (and the relevant person or enterprise has not manufactured
or sold such Competitive Products previously) and Mr. Kirsch does not participate in any way
in the business of the Competitive Products for 24 months after the termination of Mr.
Kirsch’s employment and, at the request of the Company, Mr. Kirsch and the relevant person
or enterprise certify to the Company in writing that Mr. Kirsch has and will comply with the
restrictions of this Section 5.2.




	5.3	 	Non-Disparagement. Mr. Kirsch agrees that during his employment and at all times
thereafter, Mr. Kirsch will not, unless compelled by a court or governmental agency, make, or
cause to be made, any statement, observation or opinion, or communicate any information
(whether oral or written) regarding the Company, or its Affiliates, together with their
respective directors, partners, officers or employees (such entities, collectively, the “Ferro
Related Persons”), which disparages the reputation or business of the Company or the Ferro
Related Persons; provided, however, that such restriction shall not apply to statements,
observations, opinions or communications made in good faith in the fulfillment of Mr. Kirsch’s
duties with the Company and provided further that such restriction shall cease to apply and
shall be of no further force and effect from and after the occurrence of a Change in Control.






	5.4	 	Qualification. Nothing in this Article 5 eliminates or affects any right to payments or
benefits that Mr. Kirsch otherwise has under other provisions of this Agreement and nothing in
this Article 5 gives Mr. Kirsch the right to any payment or benefit under other provisions of
this Agreement that he does not otherwise have.





Article 6 – Employment Actions





	6.1	 	[Intentionally Left Blank]






	6.2	 	Employment Actions. This Agreement is not intended to create, and will not be construed as
creating, an express or implied contract of employment. Nothing contained in this Agreement
will prevent the Company at any time from terminating Mr. Kirsch’s right and obligation to
perform service for the Company or prevent the Company from removing Mr. Kirsch from any
position which Mr. Kirsch holds in the Company, provided, however, that no such action shall
affect the obligation of the Company to make payments and provide benefits if and to the
extent required under this Agreement.





Article 7 – Mitigation





	7.1	 	No Obligation to Seek Other Employment. If Mr. Kirsch’s employment with the Company
terminates during the Term, Mr. Kirsch will not be required to seek other employment or to
attempt in any way to reduce any amounts payable to Mr. Kirsch by the Company pursuant to this
Agreement.






	7.2	 	No Reduction in Payments or Benefits. The Company’s obligation to make payments and provide
benefits under this Agreement will not be reduced or offset by any compensation earned by Mr.
Kirsch as the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by Mr. Kirsch to the Company, or otherwise.





Article 8 – Termination Procedures





	8.1	 	Termination Notice. If either party desires that Mr. Kirsch’s employment be terminated after
a Change in Control and during the Term, then such party will deliver to the other party a
written notice (a “Termination Notice”) in the manner provided in Section 10.3 below. For
purposes of this Agreement, a Termination Notice must indicate the specific termination
provision in this Agreement relied upon and must set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so indicated.
Further, if the Company proposes to deliver to Mr. Kirsch a Termination Notice for Cause, then
the Company must first convene a meeting of the Board to consider that action, provide Mr.
Kirsch with reasonable notice of such meeting and the specific conduct of Mr. Kirsch that the
Company believes gives rise to Cause, and afford Mr. Kirsch with opportunity, together with
his counsel, to be heard by the Board. If, after having complied with the requirements of the
preceding sentence, the Company nonetheless desires to provide Mr. Kirsch with a Termination
Notice for Cause, then such Termination Notice must include a certified copy of a resolution
duly adopted by the affirmative vote of not less than three-fourths
(3/4) of the entire membership of the Board at a meeting of the Board
after the Board has made a finding, in the good faith opinion of the Board, that Mr. Kirsch
was guilty of conduct constituting Cause and specifying the particulars thereof in detail.






	8.2	 	Termination Date. The “Termination Date,” with respect to any purported termination of Mr.
Kirsch’s employment after a Change in Control and during the Term, will be determined as
follows:






	 	A.	 	Termination for Disability. If Mr. Kirsch’s employment is terminated for
Disability, then the Termination Date will be 30 days after Termination Notice is
given (provided that Mr. Kirsch shall not have returned to the full-time performance
of Mr. Kirsch’s duties during such 30-day period), and






	 	B.	 	Termination for Any Other Reason. If Mr. Kirsch’s employment is terminated for
any other reason, then the Termination Date will be the date specified in the
Termination Notice (which, in the case of a termination by the Company, shall not be
less than 30 days (except in the case of a termination for Cause) and, in the case of a
termination by Mr. Kirsch, shall not be less than 15 days nor more than 120 days,
respectively, from the date such Termination Notice is given).






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




	8.3	 	Dispute Concerning Termination. If within 15 days after any Termination Notice is given, or,
if later, before the Termination Date (as determined without regard to this Section 8.3), the
party receiving such Termination Notice notifies the other party that a dispute exists
concerning the termination, then the Company’s obligation to make payments or provide benefits
pursuant to Section 3.4 shall be extended until the date on which the dispute is finally
resolved, either by mutual written agreement of the parties or by a final judgment, order or
decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with
respect to which the time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that such obligations shall be extended by a notice of dispute given by Mr.
Kirsch only if such notice is given in good faith and Mr. Kirsch pursues the resolution of
such dispute with reasonable diligence; provided, further, that the Company’s obligation to
make payments or provide benefits shall be satisfied, to the extent required, no later than
the end of the first calendar year in which such mutual written agreement is executed or such
final judgment is rendered.





Article 9 — Disputes





	9.1	 	Agreement to Arbitrate. The parties will resolve any further dispute or controversy arising
under or in connection with this Agreement exclusively by arbitration in Cleveland, Ohio, in
accordance with the rules of the American Arbitration Association then in effect. The
evidentiary standards set forth in this Agreement shall apply to such arbitration. Judgment
may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding
any provision of this Agreement to the contrary, Mr. Kirsch will be entitled to seek specific
performance of Mr. Kirsch’s right to be paid until the Termination Date during the pendency of
any dispute or controversy arising under or in connection with this Agreement. The Company
will be solely responsible for paying the costs and expenses incurred by both parties in
connection with such arbitration.






	9.2	 	Injunctive Relief. Notwithstanding the provisions of Section 9.1 above, the Company will be
entitled, in addition to any other remedy or remedies available to the Company at law or in
equity, to injunctive relief, without the necessity of proving the inadequacy of monetary
damages or the posting of any bond or security, enjoining or restraining Mr. Kirsch from any
violation of threatened violation of the covenants contained in Section 5.2.






	9.3	 	Legal Expenses. The Company will pay or reimburse Mr. Kirsch all legal fees and expenses
incurred by Mr. Kirsch in disputing in good faith any issue (regardless of the outcome
thereof) under this Agreement relating to the termination of Mr. Kirsch’s employment at any
time from the date of a Change in Control through the Mr. Kirsch’s remaining lifetime (or, if
longer, through the 20th anniversary of the date of a Change in Control) to the full extent
permitted by law, in seeking in good faith to obtain or enforce any benefit or right provided
by this Agreement or in connection with any tax audit or proceeding to the extent attributable
to the application of §409A(a)(1)(B) or §4999 of the Internal Revenue Code to any payment or
benefit provided under this Agreement. The Company will pay or reimburse such amounts within
five business days after Mr. Kirsch’s delivers a written request for payment accompanied by
such evidence of fees and expenses incurred as the Company reasonably may require, provided
that Mr. Kirsch submits 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. The amount of such legal fees and expenses that the Company is obligated to pay in
any given calendar year shall not affect the legal fees and expenses 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 and expenses may not be liquidated or exchanged for any other benefit.






	9.4	 	No Waiver. The provisions of the Article 9 do not constitute a waiver by the Company of any
rights to damages or other remedies which it may have pursuant to this Agreement or otherwise.
Mr. Kirsch acknowledges that, due to the uniqueness of Mr. Kirsch’s services and confidential
nature of the information Mr. Kirsch will possess the covenant set forth in Section 5.2 is
reasonable and necessary for the protection of the business and goodwill of the Company.





Article 10 — Miscellaneous





	10.1	 	Binding Agreement. In addition to any obligations imposed by law upon any successor to the
Company, the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets
of the Company to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such assumption and agreement before the
effectiveness of any such succession shall be a breach of this Agreement and will entitle Mr.
Kirsch to compensation from the Company in the same amount and on the same terms as Mr. Kirsch
would be entitled to under this Agreement if Mr. Kirsch were to terminate Mr. Kirsch’s
employment for Good Reason after a Change in Control, provided, however, that in such case the
date on which any such succession becomes effective shall be deemed to be the Termination
Date.






	10.2	 	Successors. This Agreement shall inure to the benefit of and be enforceable by Mr. Kirsch’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. If Mr. Kirsch dies while any amount would still be payable to Mr.
Kirsch under this Agreement (other than amounts which, by their terms, terminate upon the
death of Mr. Kirsch) if Mr. Kirsch had continued to live, then all such amounts, unless
otherwise provided in this Agreement, will be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of Mr. Kirsch’s estate.
Whether or not any Change in Control of the Company has occurred, any successor to the
Company’s business and/or assets by operation of law or otherwise will automatically succeed
to the rights and obligations of the Company under this Agreement.






	10.3	 	Notices. For the purpose of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed, if to Mr. Kirsch, to the last home address Mr. Kirsch has provided the
Company’s human resources department and, if to the Company, to the address set forth below,
or to such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective only upon
actual receipt:





	 	 	 	 	 
	To the Company:
	 	Ferro Corporation
	 
	 	1000 Lakeside Avenue
	 
	 	Cleveland, Ohio  44114
	 
	 	Attention:  Lead Director







	10.4	 	Waivers. No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by Mr. Kirsch and such
officer as may be specifically designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.






	10.5	 	Withholding. Any payments provided for hereunder shall be reduced to the extent necessary so
that the Company may satisfy any applicable withholding required under Federal, state or local
law and any additional withholding to which Mr. Kirsch has agreed.






	10.6	 	Survival. The obligations of the Company and Mr. Kirsch under this Agreement which by their
nature may require either partial or total performance after the expiration of the Term
(including, without limitation, those under Articles 3, 4 and 5 above) will survive such
expiration.






	10.7	 	Compliance with §409A of the Internal Revenue Code.  This Agreement is intended to
comply with the requirements of §409A of the Internal Revenue Code or an exemption or
exclusion therefrom and shall in all respects be administered so as to be in compliance with
such §409A. 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. 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 date of a Change in Control). Within the time period permitted by the
applicable Treasury Regulations, the Company may, in consultation with Mr. Kirsch, modify this
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 such §409A , so as to avoid the imposition of taxes and penalties on
Mr. Kirsch pursuant to §409A. Notwithstanding anything in this Agreement to the contrary, if
any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of
§409A would otherwise be payable or distributable under this Agreement by reason of Mr.
Kirsch’s separation from service during a period in which Mr. Kirsch is a Specified Employee,
then subject to any permissible acceleration of payment by the Company under Treas. Reg.
§1.409A 3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest) or
(j)(4)(vi) (payment of employment taxes):






	 	(1)	 	If the payment or distribution is payable in a lump sum, then Mr. Kirsch’s
right to receive payment or distribution of such non-exempt deferred compensation will
be delayed until the earlier of Mr. Kirsch’s death or the first day of the seventh
month following Mr. Kirsch’s separation from service; and






	 	(2)	 	If the payment or distribution is payable over time, then the amount of such
non-exempt deferred compensation that would otherwise be payable during the six-month
period immediately following Mr. Kirsch’s separation from service will be accumulated
and Mr. Kirsch’s right to receive payment or distribution of such accumulated amount
will be delayed until the earlier of Mr. Kirsch’s death or the first day of the seventh
month following Mr. Kirsch’s separation from service, whereupon the accumulated amount
will be paid or distributed to Mr. Kirsch and the normal payment or distribution
schedule for any remaining payments or distributions will resume.






Whether and when Mr. Kirsch is deemed to be a “Specified Employees” and the application of
the six-month delay rule of §409A(a)(2)(B)(i) to payments to Mr. Kirsch will be determined
in accordance with methodology adopted by the Board or a Committee thereof and such
methodology will be applied consistently with respect to all nonqualified deferred
compensation arrangements of the Company, including this Agreement.




	10.8	 	Validity. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.






	10.9	 	Governing Law. This Agreement will be governed by the internal substantive laws of the State
of Ohio and will be enforced in courts sitting in the State of Ohio.






	10.10	 	Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same
instrument.






	10.11	 	Complete Agreement. This Agreement sets forth the entire understanding of the parties
hereto with respect to the subject matter of this Agreement and supersedes all prior letters
of intent, agreements, covenants, arrangements, communications, representations, or
warranties, whether oral or written, by any officer, employee, or representative of the
Company relating thereto. For the avoidance of doubt, this Agreement is without prejudice to
or effect on the Amended and Restated Employment Agreement dated as of December 31, 2008,
between the Company and Mr. Kirsch, except in that the Change in Control Agreement referred to
in that Amended and Restated Employment Agreement refers to this Agreement.





To evidence their agreement as stated above, James F. Kirsch has executed and
delivered, and Ferro Corporation has caused its duly authorized officer to execute and
deliver, this Change in Control Agreement as of January 1, 2009.



	 	 	 	 	 
	/s/ James F. Kirsch

	 	By:
	 	Ferro Corporation

/s/ Michael H. Bulkin
	 

	 	 	 	 
	James F. Kirsch

	 	 	 	Michael H. Bulkin

Lead Director








1






Definitions




The following terms identified with initial capital letters are defined in the following
Sections of the Change in Control Agreement:



	 	 	 
	Term	 	Cross Reference
	Accounting Firm.

	 	Section 4.2
	Additional Noncompetition Period.

	 	Section 5.2.B
	Agreement.

	 	Preamble
	Base Salary.

	 	Section 3.4.B(1)(a)
	Base Trust Amount.

	 	Section 2.2.D(1)
	Board.

	 	Recital A
	Cause.

	 	Section 3.2.A
	Change in Control.

	 	Section 3.1
	Company.

	 	Preamble
	Competitive Products.

	 	Section 5.2
	Ferro Related Persons.

	 	Section 5.3
	Good Reason.

	 	Section 3.2.C
	Gross-Up Payments.

	 	Section 4.1
	Incumbent Board.

	 	Section 3.1.B
	Mr. Kirsch.

	 	Preamble
	Outstanding Performance Shares.

	 	Section 3.5
	Payment.

	 	Section 4.1
	Potential Change in Control.

	 	Section 2.1
	Renewal Date.

	 	Section 1.4
	Restricted Period.

	 	Section 5.2
	Severance Payments.

	 	Section 3.4
	Term.

	 	Section 1.4
	Termination Date.

	 	Section 8.2
	Termination Notice.

	 	Section 8.1
	Trust Account.

	 	Section 2.2
	Trust Agreement.

	 	Section 2.2.B
	Trust Amount.

	 	Section 2.2.D
	Trustee.

	 	Section 2.2.A
	Underpayment.

	 	Section 4.4
	Without Cause.

	 	Section 3.2.B






In addition, the following terms have the meanings set forth below where used in the Change in
Control Agreement and identified with initial capital letters:



	 	 	 
	Term	 	Meaning
	Additional Tax

	 	Any excise tax imposed under Section 4999 of the Internal

Revenue Code.
	Affiliate

	 	As defined forth in Rule 12b-2 under §12 of the Exchange Act.
	Annual Incentive Plan

	 	The Company’s annual incentive plan, as the same had been and

may hereafter be amended, and any successor plan thereto.
	Applicable Board

	 	The Board, or if the Company is not the ultimate parent

corporation of the Affiliated Companies and is not

publicly-traded, the board of directors of the ultimate parent

of the Company.
	Base Amount

	 	As defined in §280G(b)(3) of the Internal Revenue Code.
	Beneficial Owner

	 	As defined in Rule 13d-3 under the Exchange Act.
	Benefit Plan

	 	Any perquisite, benefit, or compensation plan established or

maintained by the Company, including, without limitation, the

plans described in Section 3.4.A-3.4.D and any plans that are

successors to such plans, but excluding awards under the

Company’s Long-Term Incentive Plan.
	Disability

	 	Mr. Kirsch’s incapacity due to physical or mental illness

resulting in Mr. Kirsch’s absence from the full-time

performance of his duties with the Company for a period of six

consecutive months.
	Exchange Act

	 	The Securities Exchange Act of 1934, as amended from time to

time.
	Internal Revenue Code

	 	The Internal Revenue Code of 1986, as amended from time to time.
	Long-Term Incentive Plan

	 	The Company’s long-term incentive plan, including, without

limitation, the 2006 Long-Term Incentive Plan as the same had

been and may hereafter be amended and any successor plan

thereto.
	Person

	 	As defined in Section 13(d)(3) and 14(d)(2) of the Exchange Act.
	Retirement

	 	Termination of Mr. Kirsch’s employment by retirement under a

Company retirement plan or policy (including early retirement).
	Specified Employee

	 	Within the meaning of §409A of the Internal Revenue Code and

the final regulations thereunder, as determined in accordance

with the methodology adopted by the Board or a Committee

thereof.
	Welfare Plan

	 	Each welfare benefit plan or program sponsored by the Company

in existence immediately before the Termination Date or Change

in Control, as the case may be, including, without limitation,

medical, pharmacy, dental, vision, accidental death and

dismemberment, life insurance and long-term disability plans

and programs, which is then provided to Mr. Kirsch or in which

Mr. Kirsch then participates.











2