EX-10.2








[Form of] 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 [Insert Name of Officer] (“Mr./Ms. [Insert
Name]”) 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./Ms. [Insert Name] is a key member of the Company’s management team; and






	E.	 	The Company and Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s continued attention and dedication to her 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./Ms. [Insert
Name] 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./Ms. [Insert Name] and the Company and Mr./Ms. [Insert Name]’s employment remains
“at will.”






	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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert Name] (or Mr./Ms. [Insert Name]’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./Ms. [Insert Name] under this
Article 2 would not be materially or adversely affected thereby. Ferro will make
available to Mr./Ms. [Insert Name] a copy of the Trust Agreement (as so amended,
modified, restated, or clarified) upon request. Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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)	 	12 times Mr./Ms. [Insert Name]’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./Ms. [Insert Name] under this Agreement, or






	 	(3)	 	If less than the Base Trust Amount, such other amount as to
which the Company and Mr./Ms. [Insert Name] 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./Ms. [Insert
Name], then the Trustee will disburse funds from the Trust Account as so
instructed.






	 	(2)	 	If Mr./Ms. [Insert Name] delivers to the Trustee a certificate
stating that the Company is in default of its obligations to Mr./Ms. [Insert
Name] under this Agreement, then the Trustee will disburse from the Trust
Account to Mr./Ms. [Insert Name] the amount that Mr./Ms. [Insert Name]
certifies is owing to her 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./Ms. [Insert Name] 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./Ms. [Insert Name] if her 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./Ms. [Insert Name]’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./Ms. [Insert Name] terminates her 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s employment terminates after
a Change in Control occurs, then the Company will pay or provide Mr./Ms. [Insert Name]
payments and benefits described in this Article 3, depending upon the circumstances under
which her 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./Ms. [Insert Name]’s employment with or
without Cause. For purposes of this Agreement, “Cause” shall mean any of the following
reasons:






	 	(1)	 	Mr./Ms. [Insert Name] has been convicted of a felony or Mr./Ms.
[Insert Name] has entered a plea of guilty or nolo contendere to a felony); or






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






	 	(3)	 	Mr./Ms. [Insert Name] fails willfully and on a continuing basis
substantially to perform her 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./Ms. [Insert Name] perform such
duties, which demand must specifically identify the manner in which the
Applicable Board believes that Mr./Ms. [Insert Name] has not substantially
performed her 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./Ms. [Insert Name]’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./Ms. [Insert Name] will have the right to terminate her employment with the
Company for any of the following reasons (such reasons constituting “Good Reason” under
this Agreement) to which Mr./Ms. [Insert Name] has not given her prior written consent:






	 	(1)	 	The assignment to Mr./Ms. [Insert Name] of any duties
inconsistent with Mr./Ms. [Insert Name]’s status as a senior executive officer
of the Company, a change in Mr./Ms. [Insert Name]’s title or a substantial
adverse alteration in the nature or status of Mr./Ms. [Insert Name]’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./Ms. [Insert Name] from or failure to
re-elect Mr./Ms. [Insert Name] to any positions held by Mr./Ms. [Insert Name]
immediately before the Change in Control (except in connection with termination
of Mr./Ms. [Insert Name]’s employment for Cause, Disability or Retirement or as
a result of Mr./Ms. [Insert Name]’s death or voluntary termination without Good
Reason); or






	 	(3)	 	A reduction by the Company in Mr./Ms. [Insert Name]’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./Ms. [Insert Name]’s principal place of
employment to a location which increases Mr./Ms. [Insert Name]’s one-way
commuting distance by more than 25 miles over Mr./Ms. [Insert Name]’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./Ms. [Insert Name]’s business travel obligations immediately before the
Change in Control; or






	 	(5)	 	The failure by the Company to pay to Mr./Ms. [Insert Name] any
portion of Mr./Ms. [Insert Name]’s current compensation, or to pay to Mr./Ms.
[Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name]’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./Ms. [Insert Name]
with the number of paid vacation days to which Mr./Ms. [Insert Name] 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./Ms. [Insert Name]);






	 	(8)	 	Any purported termination of Mr./Ms. [Insert Name]’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
Agreements, 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s right to terminate her employment for
Good Reason will not be affected by her incapacity due to physical or mental
illness.






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






	 	(iv)	 	Mr./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert
Name]’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./Ms. [Insert Name] through the Termination Date her full unreduced
salary (i.e., her salary immediately before the Termination Date) or, if higher,
Mr./Ms. [Insert Name]’s highest base salary rate in effect at any time during the
calendar year immediately preceding the Change in Control, and






	 	B.	 	Provide Mr./Ms. [Insert Name] through the Termination Date with all
compensation and benefits to which she 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./Ms. [Insert Name], as in effect
immediately before the Change in Control.






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






	 	A.	 	Annual Incentive Plan. Within five business days after the Termination Date,
the Company will pay Mr./Ms. [Insert Name] a lump sum amount, in cash, equal to–






	 	(1)	 	the pro rata portion of Mr./Ms. [Insert Name]’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./Ms. [Insert Name]’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./Ms. [Insert Name] has not then been paid her annual
incentive compensation under the Annual Incentive Plan for the calendar year
immediately preceding her Termination Date, Mr./Ms. [Insert Name]’s targeted
annual incentive compensation amount for that preceding year.






	 	B.	 	Termination Payment. Within five business days after the Termination Date, the
Company will pay Mr./Ms. [Insert Name] a lump sum termination payment, in cash, equal
to the product of –






	 	(1)	 	The sum of –






	 	(a)	 	Mr./Ms. [Insert Name]’s annual base salary
(including the annual amount of any periodic cash allowances to which
Mr./Ms. [Insert Name] 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./Ms.
[Insert Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name]’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)	 	Two.






	 	C.	 	Welfare Plan Benefit Continuation. The Company will provide Mr./Ms. [Insert
Name] (and, if applicable, her dependents) with welfare benefits substantially similar
to, and at the same after-tax cost to Mr./Ms. [Insert Name] (and, if applicable, her
dependents), those provided to Mr./Ms. [Insert Name] (and, if applicable, her
dependents) under the Welfare Plans in which Mr./Ms. [Insert Name] is participating or
to which she is entitled immediately before the Termination Date or, if more favorable
to Mr./Ms. [Insert Name], those provided to Mr./Ms. [Insert Name] (and, if applicable,
her dependents) under the Welfare Plans immediately before the Change in Control. The
Company will provide such benefits for 24 months after the Termination Date in such a
manner that such benefits (and the costs and premiums thereof) are excluded from the
Mr./Ms. [Insert Name]’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./Ms. [Insert Name], the
Company shall provide such benefits at the level required hereby through the purchase
of individual insurance coverage at no greater cost to Mr./Ms. [Insert Name] than the
cost to Mr./Ms. [Insert Name] immediately before such date. Such welfare benefits
shall immediately cease if Mr./Ms. [Insert Name] 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 five 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./Ms. [Insert Name] 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./Ms. [Insert Name] an amount equal to the present value of the excess of –






	 	(1)	 	the benefits Mr./Ms. [Insert Name] that would have been paid or
payable under such plans if Mr./Ms. [Insert Name] had continued her employment
for 24 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./Ms. [Insert Name]’s age is increased by 24
months, and






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






	 	(2)	 	the benefits paid or payable to Mr./Ms. [Insert Name] 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./Ms. [Insert Name], the provisions and assumptions
existing immediately before the Change in Control, will apply.




	 	E.	 	Defined Contribution Retirement Plans. Within five 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s accounts
under the Company’s qualified defined contribution plans and any excess or
supplemental defined contribution plans in which Mr./Ms. [Insert Name] participates at
the Termination Date (or if more favorable to Mr./Ms. [Insert Name], the plans as in
effect immediately prior to the Change in Control) if Mr./Ms. [Insert Name] had
continued her employment for 24 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./Ms. [Insert Name]’s compensation in each of the two years
is that required by Sections 3.4.B payable in equal monthly installments over
such two-year period;






	 	(2)	 	Mr./Ms. [Insert Name]’s benefits under such plans are vested to
the extent that they would have been vested had her 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./Ms. [Insert
Name], 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./Ms. [Insert Name], that Mr./Ms.
[Insert Name]’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./Ms. [Insert Name], 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./Ms. [Insert Name] and suitable to
Mr./Ms. [Insert Name]’s position until the first acceptance by Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s employment thereafter terminates, within five business
days after the Change in Control the Company will pay Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] in respect
of the applicable Performance Period, times






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






	 	(3)	 	A fraction (not to exceed one)






	 	(a)	 	The numerator of
which is the sum of






	 	 	 	(i)
the number of days which had elapsed in the
applicable Performance Period as of the date of
such Change in Control plus






	 	 	 	(ii)
730, and






	 	(b)	 	The denominator
of which is the number of days in such applicable
Performance Period,






and where




	 	(B)	 	= the value that is actually paid to Mr./Ms. [Insert Name]
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./Ms. [Insert Name]’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./Ms. [Insert Name]’s rights in respect of, such Outstanding Performance Shares.




	3.6	 	Death. If a Change in Control occurs during the Term and Mr./Ms. [Insert Name]’s employment
is thereafter terminated by reason of her death, then the Company will pay to Mr./Ms. [Insert
Name]’s legal representatives or estate, or as may be directed by the legal representatives of
her 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./Ms. [Insert Name] 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./Ms. [Insert Name], whether paid or payable pursuant to this Agreement or
otherwise (a “Payment”), would be subject to the Additional Tax, then Mr./Ms. [Insert Name]
will be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such
that, after payment by Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert
Name]’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./Ms. [Insert Name] (the
“Accounting Firm”). The Company will direct the Accounting Firm to provide detailed
supporting calculations both to the Company and Mr./Ms. [Insert Name] within 15 business days
after receipt of notice from Mr./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s taxable year next following
Mr./Ms. [Insert Name]’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./Ms. [Insert Name], all or any portion of any Gross-Up Payment, and Mr./Ms. [Insert Name]
hereby consents to such withholding. If the Accounting Firm determines that no Additional Tax
is payable by Mr./Ms. [Insert Name], then the Accounting Firm shall, at the same time as it
makes such determination, furnish Mr./Ms. [Insert Name] with an opinion that Mr./Ms. [Insert
Name] has substantial authority not to report any Additional Tax on Mr./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name] within five business days after the amount of such Underpayment is
finally determined. If after payment by the Company on Mr./Ms. [Insert Name]’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./Ms. [Insert
Name] 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./Ms. [Insert Name]), to the extent that
such repayment results in a dollar-for-dollar reduction in Mr./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert Name], 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./Ms. [Insert Name] 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./Ms.
[Insert Name] will give the Company such notice as promptly as practicable but no later than
ten business days after Mr./Ms. [Insert Name] actually receives notice of such claim. Mr./Ms.
[Insert Name] 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./Ms. [Insert
Name]). Mr./Ms. [Insert Name] 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./Ms. [Insert Name]
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./Ms. [Insert Name] in writing at least five business days
before the expiration of such period that it desires to contest such claim, then Mr./Ms.
[Insert Name] will –






	 	(A)	 	Provide the Company with any written records or documents in Mr./Ms. [Insert
Name]’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./Ms. [Insert Name] and hold Mr./Ms. [Insert Name] 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./Ms. [Insert Name] may participate therein
at Mr./Ms. [Insert Name]’s own cost and expense. The Company may, at its option, either
direct Mr./Ms. [Insert Name] to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Mr./Ms. [Insert Name] 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./Ms. [Insert Name] to pay the tax claimed and sue for a refund, the
Company will indemnify and defend Mr./Ms. [Insert Name] and hold Mr./Ms. [Insert Name]
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./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert Name] receives an amount from the Company pursuant to
this Article 4, Mr./Ms. [Insert Name] later receives any refund with respect to such claim,
then Mr./Ms. [Insert Name] 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./Ms. [Insert Name]’s behalf pursuant to this Article 4, a
determination is made that Mr./Ms. [Insert Name] is not entitled to any refund with respect to
such claim and the Company does not notify Mr./Ms. [Insert Name] 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./Ms. [Insert Name]’s Commitments





	5.1	 	Continuation of Employment. Mr./Ms. [Insert Name] affirms that, if a Potential Change in
Control occurs during the Term, Mr./Ms. [Insert Name] 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./Ms.
[Insert Name] 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./Ms. [Insert Name]’s
employment because of Disability;






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






	 	(3)	 	The Company pays Mr./Ms. [Insert Name], in 12 monthly
installments during the Additional Noncompetition Period, an aggregate amount
equal to Mr./Ms. [Insert Name]’s Base Salary for the calendar year in which
Mr./Ms. [Insert Name]’s employment terminated or, if higher, Mr./Ms. [Insert
Name]’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./Ms. [Insert Name]’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./Ms. [Insert Name] does
not participate in any way in the business of the Competitive Products for 24 months after
the termination of Mr./Ms. [Insert Name]’s employment and, at the request of the Company,
Mr./Ms. [Insert Name] and the relevant person or enterprise certify to the Company in
writing that Mr./Ms. [Insert Name] has and will comply with the restrictions of this Section
5.2.




	5.3	 	Non-Disparagement. Mr./Ms. [Insert Name] agrees that during her employment and at
all times thereafter, Mr./Ms. [Insert Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name] otherwise has under other provisions of this Agreement and
nothing in this Article 5 gives Mr./Ms. [Insert Name] the right to any payment or benefit
under other provisions of this Agreement that she does not otherwise have.




1









Article 6 – Employment at Will





	6.1	 	Employment at Will. The parties acknowledge and confirm that Mr./Ms. [Insert Name]’s
employment by the Company is employment-at-will, and is subject to termination by Mr./Ms.
[Insert Name] or by the Company at any time with Cause or Without Cause. Mr./Ms. [Insert
Name] acknowledges that such employment-at-will status cannot be modified except in a specific
writing that has been authorized or ratified by the Board.






	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./Ms. [Insert Name]’s right and
obligation to perform service for the Company or prevent the Company from removing Mr./Ms.
[Insert Name] from any position which Mr./Ms. [Insert Name] 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. The payments and
benefits provided in this Agreement will be full and complete liquidated damages for any such
employment action taken by the Company.





Article 7 – Mitigation





	7.1	 	No Obligation to Seek Other Employment. If Mr./Ms. [Insert Name]’s employment with the
Company terminates during the Term, Mr./Ms. [Insert Name] will not be required to seek other
employment or to attempt in any way to reduce any amounts payable to Mr./Ms. [Insert Name] 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./Ms. [Insert Name] as the result of employment by another employer, by retirement benefits,
by offset against any amount claimed to be owed by Mr./Ms. [Insert Name] to the Company, or
otherwise.





Article 8 – Termination Procedures





	8.1	 	Termination Notice. If either party desires that Mr./Ms. [Insert Name]’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./Ms. [Insert Name] a Termination
Notice for Cause, then the Company must first convene a meeting of the Board to consider that
action, provide Mr./Ms. [Insert Name] with reasonable notice of such meeting and the specific
conduct of Mr./Ms. [Insert Name] that the Company believes gives rise to Cause, and afford
Mr./Ms. [Insert Name] with opportunity, together with her 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./Ms. [Insert Name] 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./Ms. [Insert Name] 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./Ms. [Insert Name]’s employment after a Change in Control and during the Term, will be
determined as follows:






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






	 	B.	 	Termination for Any Other Reason. If Mr./Ms. [Insert Name]’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./Ms. [Insert Name], 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./Ms.
[Insert Name] 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./Ms. [Insert Name] only if such notice is given in good faith and Mr./Ms. [Insert Name]
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./Ms. [Insert Name] will be entitled to
seek specific performance of Mr./Ms. [Insert Name]’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./Ms. [Insert Name]
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./Ms. [Insert Name] all legal fees and
expenses incurred by Mr./Ms. [Insert Name] in disputing in good faith any issue (regardless of
the outcome thereof) under this Agreement relating to the termination of Mr./Ms. [Insert
Name]’s employment at any time from the date of a Change in Control through the Mr./Ms.
[Insert Name]’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./Ms. [Insert Name]’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./Ms. [Insert Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name] acknowledges that, due to the uniqueness of Mr./Ms. [Insert Name]’s
services and confidential nature of the information Mr./Ms. [Insert Name] 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./Ms. [Insert Name] to compensation from the Company in the same amount and on the same
terms as Mr./Ms. [Insert Name] would be entitled to under this Agreement if Mr./Ms. [Insert
Name] were to terminate Mr./Ms. [Insert Name]’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./Ms.
[Insert Name]’s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, and legatees. If Mr./Ms. [Insert Name] dies while any amount
would still be payable to Mr./Ms. [Insert Name] under this Agreement (other than amounts
which, by their terms, terminate upon the death of Mr./Ms. [Insert Name]) if Mr./Ms. [Insert
Name] 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./Ms. [Insert Name]’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./Ms. [Insert Name], to the last home address Mr./Ms. [Insert
Name] 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:  Chief Executive Officer







	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./Ms. [Insert Name]
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./Ms. [Insert Name] has agreed.






	10.6	 	Survival. The obligations of the Company and Mr./Ms. [Insert Name] 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./Ms. [Insert Name], 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./Ms. [Insert Name] 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./Ms. [Insert Name]’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 the Mr./Ms. [Insert Name]’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./Ms. [Insert Name], modify this Agreement, in the least restrictive
manner necessary and without any diminution in the value of the payments to Mr./Ms. [Insert
Name], 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./Ms. [Insert Name]
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./Ms. [Insert
Name]’s separation from service during a period in which Mr./Ms. [Insert Name] 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./Ms. [Insert
Name]’s right to receive payment or distribution of such non-exempt deferred
compensation will be delayed until the earlier of Mr./Ms. [Insert Name]’s death or the
first day of the seventh month following Mr./Ms. [Insert Name]’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./Ms. [Insert Name]’s separation from service will be
accumulated and Mr./Ms. [Insert Name]’s right to receive payment or distribution of
such accumulated amount will be delayed until the earlier of Mr./Ms. [Insert Name]’s
death or the first day of the seventh month following Mr./Ms. [Insert Name]’s
separation from service, whereupon the accumulated amount will be paid or distributed
to Mr./Ms. [Insert Name] and the normal payment or distribution schedule for any
remaining payments or distributions will resume.






Whether and when Mr./Ms. [Insert Name] 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./Ms. [Insert
Name] 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.





To evidence their agreement as stated above, [Name of Officer] 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.



	 	 	 	 	 
	
 
	 	By:
	 	Ferro Corporation
	
 
	 	 	 	 
	[Name of Officer]

	 	 	 	James F. Kirsch

Chairman, President & CEO








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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./Ms. [Insert Name].

	 	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./Ms. [Insert Name]’s incapacity due to physical or mental

illness resulting in Mr./Ms. [Insert Name]’s absence from the

full-time performance of her 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./Ms. [Insert Name]’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./Ms. [Insert Name]

or in which Mr./Ms. [Insert Name] then participates.











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